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EXHIBIT 4.3
AMERCO
TO
THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE
----------------
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF SEPTEMBER 10, 1996
TO
INDENTURE
DATED AS OF SEPTEMBER 10, 1996
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MEDIUM TERM NOTES
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FIRST SUPPLEMENTAL INDENTURE, dated as of the 10th day of September,
1996 (this "Supplemental Indenture"), between AMERCO, a corporation duly
organized and existing under the laws of the State of Nevada (herein called the
"Company"), having its principal office at 1325 Airmotive Way, Suite 100, Reno,
Nevada 89502-3239, and The First National Bank of Chicago, a national banking
association, existing under the laws of the United States of America, as Trustee
(herein called the "Trustee") under the Indenture dated as of September 10, 1996
between the Company and the Trustee (the "Indenture").
RECITALS OF THE COMPANY
The Company has executed and delivered the Indenture to the Trustee to
provide for the issuance of its unsecured debentures, notes or other evidences
of indebtedness, to be issued from time to time in one or more series as
determined by the Company in accordance with the terms of the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered
thereunder as provided in the Indenture.
Pursuant to the terms of the Indenture, the Company desires to provide
for the establishment of a new series of notes to be known as its Medium Term
Notes (said series being hereinafter referred to as the "Notes"), the form and
substance of such Notes and the terms, provisions and conditions thereof to be
set forth as provided in the Indenture and this Supplemental Indenture.
All things necessary to make this Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, have been done.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes
by the Holders thereof (as defined below), it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Notes as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF SPECIAL APPLICATION
SECTION 101. Definitions.
For all purposes of this Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires:
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(1) terms used herein and not otherwise defined herein shall have
the respective meanings assigned thereto in the Indenture, whether by
cross-reference or otherwise;
(2) the words "herein", "hereof" and "hereunder" and other words
of similar import, when used in this Supplemental Indenture, refer to
this Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision thereof.
SECTION 102. Indenture.
The Indenture, as supplemented by this Supplemental Indenture, is in
all respects ratified and confirmed, and this Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided.
SECTION 103. Counterparts.
This Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
ARTICLE TWO
FORM OF THE NOTES
SECTION 201. Form of the Notes.
Each Fixed Rate Note (as defined in Section 301) shall be substantially
in the form set forth in Exhibit A; each Floating Rate Note (as defined in
Section 301) shall be substantially in the form set forth in Exhibit B; each
Currency Indexed Note (as defined in Section 301) shall be in a form provided by
the Company, reasonably agreed to by the Trustee and not inconsistent with the
terms of this Indenture and this Supplemental Indenture, containing the
provisions contained in Exhibit C; each Commodity Indexed Note and each Original
Issue Discount Note (as defined in Section 301) shall be in a form provided by
the Company, reasonably agreed to by the Trustee and not inconsistent with the
terms of the Indenture and this Supplemental Indenture.
ARTICLE THREE
GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 301. Designation of Securities and Amounts Thereof.
There shall be and is hereby authorized a single series of Securities
designated the "Medium Term Notes" (herein called the "Notes"), limited in
aggregate principal amount to $600,000,000. Each Note shall be designated a
"Fixed Rate Note", a "Floating Rate Note", a "Currency Indexed Note", a
"Commodity Indexed Note" or an "Original Issue Discount Note".
SECTION 302. Payment of Principal and Interest.
Each Note shall mature on the date or dates set forth, and the
principal shall be due and payable to the Holders thereof (subject to Section
304 hereof) in accordance with, and interest
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thereon shall be paid at the rates, on the dates and on the terms set forth, on
the face and on the reverse of such Note.
For so long as the Notes are represented by Global Securities, all
payments of principal and interest shall be made by the Company in immediately
available funds in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts,
provided that the Company may at its option pay interest by check in the case of
a Note that is not a Global Security.
For so long as and to the extent that the Notes are represented by a
Global Security pursuant to Section 304, payments of principal and interest
shall be made in accordance with said Section 304. All other payments of
principal and interest shall be made to the registered Holders thereof by a
Paying Agent that the Company shall maintain, in the event that definitive Notes
shall have been issued, in The City of New York.
The Notes may not be redeemed prior to Maturity and shall not be
subject to any sinking fund.
SECTION 303. Ranking.
The Notes shall be general unsecured obligations of the Company. The
Notes shall rank pari passu in right of payment with all unsecured indebtedness
of the Company and senior in right of payment to any subordinated indebtedness
of the Company. SECTION 304. Payments on Global Securities.
Principal and interest payments on Notes registered in the name of or
held by the Depository or its nominee shall be made to the Depository or its
nominee, as the case may be, as the registered owner of the Global Security
representing such Notes. The Company and the Trustee shall treat the Persons in
whose names the Notes are registered as the Holders of such Notes for the
purpose of receiving payment of principal and interest on such Notes and for all
other purposes whatsoever. Therefore, none of the Company, the Trustee or any
Paying Agent has any direct responsibility or liability for the payment of
principal and interest on the Notes to owners of beneficial interests in any
Global Security. Payments by direct and indirect participants in the Depository
shall be the responsibility of such participants. SECTION 305. Multi-Currency
Notes.
Unless otherwise indicated thereon, Notes will be denominated in U.S.
dollars, and payments of principal of, premium (if any) on and interest on such
Notes will be made in U.S. dollars. Notwithstanding the foregoing, Notes may be
denominated in a currency or currency unit other than U.S. dollars (referred to
herein as "Multi-Currency Notes"). Multi-Currency Notes shall be issued in
registered form only, without coupons. Unless otherwise specified thereon,
payment of the purchase price of Multi-Currency Notes shall be made in
immediately available funds. Payments on Multi-Currency Notes are subject to the
provisions applicable thereto set forth on the form of each Note.
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401. Defeasance of the Notes
The Notes shall be subject to defeasance in accordance with the
provisions of Section 403 of the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
AMERCO
By:_________________________________
Gary V. Klinefelter
Secretary
Attest:
__________________________________
John A. Lorentz
Assistant Secretary
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By__________________________________
Name: R.D. Manella
Title: Vice President
Attest:
__________________________________
Name: Jeffrey L. Kinney
Title: Assistant Vice President
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STATE OF ARIZONA )
COUNTY OF MARICOPA ) ss.:
On the 10th day of September, 1996, before me personally came Gary V.
Klinefelter, to me known, who, being by me duly sworn, did depose and say that
he is Secretary of AMERCO, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to the said instrument is such corporate seal; that it was
so affixed by authority of the Board of Directors of said corporation; and that
he signed his name thereto by like authority.
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Name:
Notary Public
State of Arizona
My Commission expires on:
STATE OF ILLINOIS )
COUNTY OF COOK ) ss.:
On the 10th day of September, 1996, before me personally came R.D.
Manella, to me known, who, being by me duly sworn, did depose and say that he is
Vice President of The First National Bank of Chicago, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to the said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors of
said corporation; and that he signed his name thereto by like authority.
---------------------------
Name:
Notary Public
State of Illinois
My Commission expires on:
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EXHIBIT A
[FORM OF FIXED RATE NOTE]
[Face of Note]
CUSIP NO._____ AMERCO
REGISTERED NO. FX___ MEDIUM-TERM NOTE PRINCIPAL AMOUNT: _____
(Fixed Rate Note)
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 (55 Water Street, New York, New York) to the Company 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. or such other entity, 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.
The following summary of terms is subject to the information set forth
on the reverse hereof:
OPTIONAL REDEMPTION: / / YES / / NO
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE:
STATED MATURITY: [REDEMPTION PRICE: Initially
___% of Principal Amount and
declining by ___% of the Principal
Amount on each anniversary of
the Initial Redemption Date until
the Redemption Price is 100% of
the Principal Amount.]
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT IN / / YES / / NO
U.S. DOLLARS
AUTHORIZED
DENOMINATIONS
(If other than $1,000 and
integral multiples of $1,000
in excess thereof):
FORM: / / BOOK- ENTRY OPTION TO ELECT REPAYMENT: / / YES / / NO
/ / CERTIFICATED
PAYING AGENT (If other than OPTION REPAYMENT DATE[S]:
the Trustee):
INTEREST RATE: OPTION REPAYMENT PRICE[S]:
INTEREST PAYMENT DATES:
REGULAR RECORD DATES: OPTIONAL INTEREST RESET: / / YES / / NO
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OVERDUE RATE: OPTIONAL INTEREST RESET
DATE[S]:
DEPOSITARY: OPTIONAL EXTENSIONS OF
ORIGINAL STATED MATURITY / / YES / / NO
DATE:
SINKING FUND: / / YES / / NO EXTENSION PERIOD:
CURRENCY DETERMINATION
AGENT:
AMORTIZING NOTE: / / YES / / NO NUMBER OF EXTENSION
PERIODS:
FINAL MATURITY DATE:
ANNEX ATTACHED (and OTHER PROVISIONS:
incorporated by / / YES / / NO
reference herein):
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 DISCOUNT TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a
NOTE: percentage of aggregate
principal amount):
/ / YES / / NO
YIELD TO MATURITY: SHORT ACCRUAL PERIOD METHOD USED TO DETERMINE
OID: YIELD FOR SHORT ACCRUAL
PERIOD:
/ / Approximate / / Exact
AMERCO, a corporation duly organized and existing under the laws of
Nevada (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, commencing with the first such Interest Payment Date next succeeding the
Original Issue Date shown above (except as provided below), at the rate per
annum specified above, 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 that 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
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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 of this series 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 of this series 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 specified on the face hereof as an Amortizing
Note, 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 principal office of the Trustee 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 AND THE ATTACHED ANNEX, IF ANY, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.
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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: AMERCO
By:________________________
Its:_______________________
Attest:____________________
Its:_______________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the series of Securities
issued under the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:______________________________________
Authorized Signatory
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[Reverse of Note]
AMERCO
MEDIUM-TERM NOTE
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 September 10, 1996 and the
First Supplemental Indenture, dated as of September 10, 1996 (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 and may otherwise vary, all as provided in the Indenture.
SECTION 2. Payments. Interest on this Note will be payable on the
Interest Payment Date or Interest Payment Dates as specified on the face hereof
and, in either case, at Maturity.
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 to which interest has been paid or duly provided
for, to but excluding such Interest Payment Date or Maturity. Interest on this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.
Unless otherwise specified on the face hereof, the Interest Payment
Dates for Fixed Rate Notes, including fixed Rate Amortizing Notes, will occur
semi-annually on each January 15 and July 15 and the Regular Record Dates will
be each January 1 and July 1 (whether or not a Business Day). Unless otherwise
specified on the face hereof, Interest Payment Dates for Fixed Rate Amortizing
Notes will occur quarterly on each January 15, April 15, July 15 and October 15,
if specified on the face hereof, and Regular Record Dates will be each January
1, April 1, July 1 and October 1 (whether or not a Business Day) next preceding
each Interest Payment Date. If any Interest Payment Date or the Maturity for any
Fixed Rate Note is a day that is not a Business Day, all payments to be made on
such day with respect to such 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 as a result of such delayed payment.
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.
All percentages resulting from any calculations 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).
"Business Day" means 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 required by law, regulation or executive order to close.
If the Specified Currency shown on the face hereof is a currency or
currency unit other than U.S. dollars, except as provided below, payments of
interest and principal (and premium, if any) with respect to this Note will be
made in U.S. dollars if the Holder of this Note on the relevant Regular Record
Date or at Maturity, as the case may be, has transmitted a written request for
such payment in U.S. dollars to the Paying Agent at its principal office on or
prior to such Regular Record Date or the date 15 days prior to Maturity, as the
case may be. Such request may be delivered by mail, by hand or by cable, telex
or any other form of facsimile transmission. Any such request made with respect
to this Note by a Holder will remain in effect with respect to any further
payments of interest and principal (and premium, if any) with respect to this
Note payable to such Holder, unless such request is revoked by written notice
received by the Paying Agent on or prior to the relevant Regular Record Date or
the date 15 days prior to Maturity, as the case may be (but no such revocation
may be made
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with respect to payments made on this Note if an Event of Default has occurred
with respect hereto or upon the giving of a notice of redemption). A Holder
whose Note is registered in the name of a broker or nominee should contact such
broker or nominee to determine whether and how an election to receive payments
in U.S. dollars may be made.
The U.S. dollar amount to be received by the Holder of this Note who
elects to receive payments in U.S. dollars will be based on the highest
indicated bid quotation for the purchase of U.S. dollars in exchange for the
Specified Currency obtained by the Currency Determination Agent (as defined
below) at approximately 11:00 A.M., New York City time, on the second Business
Day next preceding the applicable payment date (the "Conversion Date") from the
bank composite or multicontributor pages of the Quoting Source for three (or two
if three are not available) major banks in The City of New York. The first three
(or two) such banks selected by the Currency Determination Agent which are
offering quotes on the Quoting Source will be used. If fewer than two such bid
quotations are available at 11:00 A.M., New York City time, on the second
Business Day next preceding the applicable payment date, such payment will be
based on the Market Exchange Rate as of the second Business Day next preceding
the applicable payment date. If the Market Exchange Rate for such date is not
then available, such payment will be made in the Specified Currency. As used
herein, the "Quoting Source" means Reuters Monitor Foreign Exchange Service, or
if the Currency Determination Agent determines that such service is not
available, Telerate Monitor Foreign Exchange Service, or if the Currency
Determination Agent determines that neither service is available such comparable
display or other comparable manner of obtaining quotations as shall be agreed
between the Company and the Currency Determination Agent. All currency exchange
costs associated with any payment in U.S. dollars on this Note will be borne by
the Holder by deductions from such payment. Any currency determination agent
(the "Currency Determination Agent") with respect to this Note is specified on
the face hereof.
If payment in respect of this Note is required to be made in any
currency unit (e.g. ECUs) and such currency unit is unavailable, in the good
faith judgment of the Company, due to the imposition of exchange controls or
other circumstances beyond the Company's control, then all payments in respect
of this Note shall be made in U.S. dollars until such currency unit is again
available. The amount of each payment of U.S. dollars shall be computed on the
basis of the equivalent of the currency unit in U.S. dollars, which shall be
determined by the Currency Determination Agent on the following basis. The
component currencies of the currency unit for this purpose (the "Component
Currencies") shall be the currency amounts that were components of the currency
unit as of the Conversion Date. The equivalent of the currency unit in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Currency Determination Agent on the basis
of the Market Exchange Rate for each such Component Currency as of the
Conversion Date. "Market Exchange Rate" means the noon buying rate in The City
of New York for cable transfers of such Specified Currency as certified for
customs purposes by the Federal Reserve Bank of New York.
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
Currency 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 as Component Currencies 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 the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Currency Determination
Agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and binding on the Holder of this Note.
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,
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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. Upon the occurrence of certain change of control
events set forth in the Indenture, or if so specified on the face hereof, this
Note will be repayable, in whole or in part, prior to Stated Maturity, as the
case may be, on the terms set forth in the Indenture, or 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. If this Note
is repayable in part pursuant to the preceding sentence, the principal amount of
the portion of this Note not being repaid must be $1,000 or an integral multiple
of $1,000 in excess thereof. 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 by 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 by 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. Optional Interest Reset. If so specified on the face hereof,
the interest rate specified on the face hereof may be reset by the Company on
the Optional Interest Reset Date or Dates specified on the face hereof. The
Company may exercise such option by notifying the Trustee
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of such exercise at least 45 but not more than 60 calendar days prior to an
Optional Interest Reset Date. If the Company so notifies the Trustee of such
exercise, not later than 40 calendar days, prior to such Optional Interest Reset
Date, the Trustee will send by telegram, telex, facsimile transmission, hand
delivery or letter (first class, postage prepaid) to the Holder of this Note a
notice (the "Reset Notice") indicating (i) that the Company has elected to reset
the interest rate, (ii) such new interest rate and (iii) the provisions, if any,
for redemption during the period from such Optional Interest Reset Date to the
next Optional Interest Reset Date or, if there is no such next Optional Interest
Reset Date, to Stated Maturity of this Note (each such period a "Subsequent
Interest Period"), including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 calendar days prior to
an Optional Interest Reset Date, the Company may, at its option, revoke the
interest rate provided for in the Reset Notice and establish a higher interest
rate for the Subsequent Interest Period commencing on such Optional Interest
Reset Date by causing the Trustee to send by telegram, telex, facsimile
transmission, hand delivery or letter (first class, postage prepaid) notice of
such higher interest rate to the Holder of this Note. Such notice will be
irrevocable. All Notes with respect to which the interest rate is reset on an
Optional Interest Reset Date to a higher interest rate will bear such higher
interest rate, whether or not tendered for repayment as provided in the next
paragraph.
If the Company elects prior to an Optional Interest Reset Date to reset
the interest rate of this Note, the Holder of this Note will have the option to
elect repayment of this Note, in whole but not in part, by the Company on such
Optional Interest Reset Date at a price equal to the principal amount hereof
plus accrued and unpaid interest to but excluding such Optional Interest Reset
Date. In order for this Note to be so repaid on an Optional Interest Reset Date,
the Holder must follow the procedures specified under Section 4 for optional
repayment, except that the period for delivery of this Note or notification to
the Trustee will be at least 25 but not more than 35 calendar days prior to such
Optional Interest Reset Date. If the Holder has tendered this Note for repayment
following receipt of a Reset Notice, the Holder may revoke such tender for
repayment by written notice to the Trustee received by 5:00 P.M., New York City
time, on the tenth calendar day prior to such Optional Interest Reset Date.
SECTION 6. Optional Extension of Maturity. If so specified on the face
hereof, the Stated Maturity of this Note may be extended at the option of the
Company for one or more periods of from one to five whole years, as specified on
the face hereof (each an "Extension Period"), up to but not beyond the date (the
"Final Maturity Date") specified on the face hereof. The Company may exercise
such option with respect to this Note by notifying the Trustee of such exercise
at least 45 but not more than 60 calendar days prior to the Stated Maturity of
this Note in effect prior to the exercise of such option (the "Original Stated
Maturity Date"). If the Company so notifies the Trustee of such exercise, the
Trustee will send, not later than 40 calendar days prior to the Original Stated
Maturity Date, by telegram, telex, facsimile transmission, hand delivery or
letter (first class, postage prepaid) to the Holder of this Note a notice (the
"Extension Notice") relating to such Extension Period indicating (i) that the
Company has elected to extend the Stated Maturity of this Note, (ii) the new
Stated Maturity, (iii) the interest rate applicable to such Extension Period and
(iv) the provisions, if any, for redemption during such Extension Period,
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during such Extension
Period. Upon the Trustee's sending of the Extension Notice, the Stated Maturity
of this Note will be extended automatically and, except as modified by the
Extension Notice and as described in the next two paragraphs, this Note will
have the same terms as prior to the sending of such Extension Notice.
Notwithstanding the foregoing, not later than 20 calendar days prior to
the Original Stated Maturity Date of this Note, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to send by
telegram, telex, facsimile transmission or letter (first class, postage prepaid)
notice of such higher interest rate to the Holder of this Note. Such notice will
be irrevocable. All Notes with respect to which the Stated Maturity is extended
will bear such higher interest rate for the Extension Period, whether or not
tendered for repayment as provided in the next paragraph.
If the Company extends the Stated Maturity of this Note (or an
Extension Period, as applicable), the Holder will have the option to elect
repayment of this Note by the Company on the Original Stated Maturity Date (or
last day of such Extension Period) at a price equal to the principal
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amount hereof, plus accrued and unpaid interest to but excluding such date. In
order for this Note to be so repaid on the Original Stated Maturity Date (or
last day of such Extension Period), the Holder of this Note must follow the
procedures specified under Section 4 for optional repayment, except that the
period for delivery of this Note or notification to the Trustee will be at least
25 but not more than 35 calendar days prior to the Original Stated Maturity Date
(or last day of such Extension Period). If the Holder has tendered this Note for
repayment following receipt of an Extension Notice, the Holder may revoke such
tender for repayment by written notice to the Trustee received prior to the 5:00
p.m., New York City time, on the tenth calendar day prior to the Original Stated
Maturity Date (or last day of such Extension Period).
SECTION 7. Sinking Fund. This Note is not subject to a sinking fund
unless otherwise specified on the face hereof.
SECTION 8. 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 9. 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 8.
SECTION 10. 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 a majority 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
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 11. 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 12. Authorized Denominations. Unless otherwise noted on the
face hereof, the Notes 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 are exchangeable for Notes of this series of like aggregate
principal amount and like Stated Maturity and
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with like terms and conditions of a different authorized denomination, as
requested by the Holder surrendering the same.
SECTION 13. 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 principal corporate trust office located in 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 Stated Maturity and 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 Indenture. 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 14. 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 none of
the Company, the Trustee or any such agent will be affected by notice to the
contrary.
SECTION 15. Governing Law. The Indenture and the Notes will be governed
by and construed in accordance with the laws of the State of New York.
SECTION 16. Defined Terms. All terms used in this Note which are
defined in the Indenture will have the meanings assigned to them in the
Indenture; and all references in the Indenture to "Security" or "Securities"
will be deemed to include the Notes.
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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 (i) 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,
if this Note is to be repaid pursuant to Section 4 of this Note, or (ii) 100% of
the principal amount of this Note plus accrued and unpaid interest to but
excluding the Optional Interest Reset Date, if this Note is to be repaid
pursuant to Section 5 hereof, or to but excluding the Original Stated Maturity
Date, if this Note is to be repaid pursuant to Section 6 hereof. If a portion of
this Note is not being repaid pursuant to clause (i) above, specify the
principal amount to be repaid and the denomination or denominations (which will
be $100,000 or an integral multiple of $1,000 in excess thereof) of the Note or
Notes to be issued to the Holder for the portion of this Note not being repaid
(in the absence of any specification, one such Note will be issued for the
portion not being repaid).
Dated: ___________________________
Principal amount to be repaid if amount to be repaid is pursuant to clause (i)
above and is less than the entire principal amount of this Note (principal
amount remaining must be an authorized denomination)
$______________________________________________________
(which will be an integral multiple of $1,000)
Denomination or denominations of the Note or Notes to be issued for the portion
of this Note not being repaid pursuant to clause (i) above
______________________________________________________
______________________________________________________
______________________________________________________
Signature
Sign exactly as name appears on the front of this Note.
Indicate address where is to be sent, if repaid:
______________________________________________________
______________________________________________________
SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER
______________________________________________________
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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.
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EXHIBIT B
[FORM OF FLOATING RATE NOTE]
[Face of Note]
CUSIP NO._______ AMERCO PRINCIPAL AMOUNT: ________
REGISTERED NO. FL___ MEDIUM-TERM NOTE
(Floating Rate)
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 (55 Water Street, New York, New York) to the Company 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. or such other entity, 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.
The following summary of terms is subject to the information set forth
on the reverse hereof:
OPTIONAL REDEMPTION / /YES / /NO
ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE:
STATED MATURITY: [REDEMPTION PRICE: Initially ___% of
Principal Amount and declining by
___% of the Principal Amount on each
anniversary of the Initial Redemption
Date until the Redemption Price is 100%
of the Principal Amount.]
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT IN
U.S. DOLLARS / /YES / /NO
AUTHORIZED DENOMINATIONS
(If other than $1,000 and integral
multiples of $1,000 in excess thereof):
FORM: / /BOOK-ENTRY OPTION TO ELECT REPAYMENT:
/ /CERTIFICATED / /YES / /NO
PAYING AGENT (if other OPTIONAL REPAYMENT DATE[S]:
than the Trustee):
INTEREST RATE BASIS: OPTIONAL REPAYMENT PRICE[S]:
INDEX MATURITY: OPTIONAL INTEREST RESET:
/ /YES / /NO
REGULAR RECORD DATES: OPTION INTEREST RESET DATE[S]:
INTEREST PAYMENT DATES:
INITIAL INTEREST RATE: OPTIONAL EXTENSIONS OF ORIGINAL
STATED MATURITY DATE: / /YES / /NO
MAXIMUM INTEREST RATE: EXTENSION PERIOD:
MINIMUM INTEREST RATE: NUMBER OF EXTENSION PERIODS:
SPREAD: FINAL MATURITY DATE:
SPREAD MULTIPLIER: OTHER PROVISIONS:
RESET PERIOD:
INTEREST RESET DATES:
INTEREST DETERMINATION DATES: ANNEX ATTACHED (and incorporated
by reference herein): / /YES / /NO
OVERDUE RATE:
SINKING FUND: / /YES / /NO
CALCULATION AGENT:
CURRENCY DETERMINATION AGENT:
AMORTIZING NOTE: / /YES / /NO
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DEPOSITARY:
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 DISCOUNT NOTE: TOTAL AMOUNT OF OID: ISSUE PRICE (expressed as a
percentage of aggregate
principal amount):
/ / Yes / / No
YIELD TO MATURITY: SHORT ACCRUAL PERIOD OID: METHOD USED TO
DETERMINE YIELD FOR
SHORT ACCRUAL PERIOD:
/ / Approximate / / Exact
AMERCO, a corporation duly organized and existing under the laws of
Nevada (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 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 of this series
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 of this series 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 specified on the face hereof as an Amortizing
Note, 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.
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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 principal office of the Trustee 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 AND THE ATTACHED ANNEX, IF ANY, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.
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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:
AMERCO
By:_________________________
Its:________________________
Attest:_____________________
Its:________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the series of Securities
issued under the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By: ____________________________
Authorized Signatory
B-4
23
[Reverse of Note]
AMERCO
MEDIUM-TERM NOTE
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 September 10, 1996 and the
First Supplemental Indenture, dated as of September 10, 1996 (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 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, or (ii) the interest rate calculated by reference to the
Interest Rate Basis specified on the face hereof 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 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, ________________________________ (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
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 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.
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; 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
B-5
24
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 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. 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 required 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.
B-6
25
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 the Original Issue Date, or from
the last date to which interest has been paid or duly provided for, to 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 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 New York 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 Rate Interest Determination
Date will be the Commercial Paper Rate on such Commercial Paper Rate Interest
Determination Date plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as 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
designated on the face hereof as published by the Federal Reserve Bank of New
York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" 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 designated 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 - (DxM)
B-7
26
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, or multiplied by the Spread Multiplier, if
any, as 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, or multiplied by the Spread
Multiplier, if any, as specified on the face hereof.
"CMT Rate" means, with respect to any CMT Interest Determination Date,
the rate displayed in 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 applicable, 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 so 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
B-8
27
(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 so 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 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 third preceding sentence have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the quotes for the
Treasury Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page 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, or multiplied by the Spread
Multiplier, if any, 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 9:00 A.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, or multiplied by the Spread
Multiplier, if any, 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
B-9
28
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, or multiplied by the Spread Multiplier, if any, 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 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 Investor
Service, Inc. and Standard & Poor's Ratings Group 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, or multiplied by the Spread Multiplier,
if any, 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 designated 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
B-10
29
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 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 banks, 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 lender 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 if 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, or multiplied by the
Spread Multiplier, if any, specified on the face hereof.
"Prime Rate" means, with respect to any Prime Interest Determination
Date, the rate on such date set forth 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 USPRIME 1 Page 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 USPRIME
1 Page with respect to such Prime Interest Determination Date, 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 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,
B-11
30
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 bank or trust company
selected as aforesaid is 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.
"USPRIME 1 Page" means the display designated as page "USPRIME 1" on the Reuters
Monitor Money Rate Service (or such other page as may replace the USPRIME 1 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 if 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, or
multiplied by the Spread Multiplier, if any, 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 on Telerate pages 56-57 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 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 that the Calculation Date.
All percentages resulting form any calculations 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).
If the Specified Currency shown on the face hereof is a currency or
currency unit other than U.S. dollars, except as provided below, payments of
interest and principal (and premium, if any) with respect to this Note will be
made in U.S. dollars if the Holder of this Note on the relevant Regular Record
Date or at Maturity, as the case may be, has transmitted a written request for
such payment in U.S. dollars to the Paying Agent at its principal office on or
prior to such Regular Record Date or the date 15 days prior to Maturity, as the
case may be. Such request may be delivered by mail, by hand or by cable, telex
or any other form of facsimile transmission. Any such request made with respect
to this Note by a Holder will remain in effect with respect to any further
payments of interest and principal (and premium, if any) with respect to this
Note payable to such Holder, unless such request is revoked by written notice
received by the Paying Agent on or prior to the relevant Regular Record Date or
the date 15 days prior to Maturity, as the case may be (but no such revocation
may be made with respect to payments made on this Note if an Event of Default
has occurred with respect hereto or upon the giving of a notice of redemption).
A Holder whose Note is registered in the name of a broker or nominee should
contact such broker or nominee to determine whether and how an election to
receive payments in U.S. dollars may be made.
The U.S. dollar amount to be received by the Holder of this Note who
elects to receive payments in U.S. dollars will be based on the highest
indicated bid quotation for the purchase of U.S. dollars in exchange for the
Specified Currency obtained by the Currency Determination Agent (as defined
below) at approximately 11:00 A.M., New York City time, on the second Business
Day next preceding the applicable
B-12
31
payment date (the "Conversion Date") from the bank composite or multicontributor
pages of the Quoting Source for three (or two if three are not available) major
banks in The City of New York. The first three (or two) such banks selected by
the Currency Determination Agent which are offering quotes on the Quoting Source
will be used. If fewer than two such bid quotations are available at 11:00 A.M.,
New York City time, on the second Business Day next preceding the applicable
payment date, such payment will be based on the Market Exchange Rate as of the
second Business Day next preceding the applicable payment date. If the Market
Exchange Rate for such date is not then available, such payment will be made in
the Specified Currency. As used herein, the "Quoting Source" means Reuters
Monitor Foreign Exchange Service, or if the Currency Determination Agent
determines that such service is not available, Telerate Monitor Foreign Exchange
Service, or if the Currency Determination Agent determines that neither service
is available such comparable display or other comparable manner of obtaining
quotations as shall be agreed between the Company and the Currency Determination
Agent. All currency exchange costs associated with any payment in U.S. dollars
on this Note will be borne by the Holder by deductions from such payment. Any
currency determination agent (the "Currency Determination Agent") with respect
to this Note is specified on the face hereof.
If payment in respect of this Note is required to be made in any
currency unit (e.g. ECUs) and such currency unit is unavailable, in the good
faith judgment of the Company, due to the imposition of exchange controls or
other circumstances beyond the Company's control, then all payments in respect
of this Note shall be made in U.S. dollars until such currency unit is again
available. The amount of each payment of U.S. dollars shall be computed on the
basis of the equivalent of the currency unit in U.S. dollars, which shall be
determined by the Currency Determination Agent on the following basis. The
component currencies of the currency unit for this purpose (the "Component
Currencies") shall be the currency amounts that were components of the currency
unit as of the Conversion Date. The equivalent of the currency unit in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Component Currencies. The U.S. dollar equivalent of each of the Component
Currencies shall be determined by the Currency Determination Agent on the basis
of the Market Exchange Rate for each such Component Currency as of the
Conversion Date. "Market Exchange Rate" means the noon buying rate in The City
of New York for cable transfers of such Specified Currency as certified for
customs purposes by the Federal Reserve Bank of New York.
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
Currency 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 as Component Currencies 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 the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Currency Determination
Agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and binding on the Holder of this Note.
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
nay 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. Upon the occurrence of certain change of control
events set forth in the Indenture, or if so specified on the face hereof, this
Note will be repayable, in whole or in part, prior to Stated Maturity, as the
case may be, on the terms set forth in the Indenture, or at the option of the
Holder
B-13
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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. If this Note is
repayable in part pursuant to the preceding sentence, the principal amount of
this Note not being repaid must be $1,000 or an integral multiple of $1,000 in
excess thereof. In order for this Note to be repaid prior to State 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 by 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 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" to the Trustee at
its Corporate Trust Office (or such other address of which the Company will from
time to time notify the Holders) duly completed, 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 by 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. Optional Interest Reset. If so specified on the face hereof,
the Spread and/or Spread Multiplier specified on the face hereof may be reset by
the Company on the Optional Interest Reset Date specified on the face hereof.
The Company may exercise such option by notifying the Trustee of such exercise
at least 45 but not more than 60 calendar days prior to an Optional Interest
Reset Date. If the Company so notifies the Trustee of such exercise, not later
than 40 calendar days prior to such Optional Interest Reset Date, the Trustee
will send by telegram, telex, facsimile transmission or letter (first class,
postage prepaid) to the Holder of this Note a notice (the "Reset Notice")
indicating (i) that the Company has elected to resent the Spread and/or Spread
Multiplier, (ii) such new Spread and/or Spread Multiplier and (iii) the
provisions, if any, for redemption during the period from such Optional Interest
Reset Date to the next Optional Interest Reset Date or, if there is no such next
Optional Interest Reset Date, to the Stated Maturity of this Note (each such
period a "Subsequent Interest Period"), including the date or dates on which or
the period or periods during which and the price or prices at which such
redemption may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 calendar days prior to
an Optional Interest Reset Date, the Company may, at its option, revoke the
Spread and/or Spread Multiplier provided for in the
B-14
33
Reset Notice and establish a higher Spread and/or Spread Multiplier for the
Subsequent Interest Period commencing on such Optional Interest Reset Date by
causing the Trustee to send by telegram, telex, facsimile transmission or letter
(first class, postage prepaid) notice of such higher Spread and/or Spread
Multiplier to the Holder of this Note. Such notice will be irrevocable. All
Notes with respect to which the Spread and/or Spread Multiplier is reset on an
Optional Interest Reset Date to a higher Spread and/or Spread Multiplier will
bear such higher Spread and/or Spread Multiplier, whether or not tendered for
repayment as provided in the next paragraph.
If the Company elects prior to an Optional Interest Reset Date to reset
the interest rate of this Note, the Holder of this Note will have the option to
elect repayment of this Note, in whole but not in part, by the Company on such
Optional Interest Reset Date at a price equal to the principal amount hereof
plus accrued and unpaid interest to but excluding such Optional Interest Reset
Date. In order for this Note to be so repaid on an Optional Interest Reset Date,
the Holder must follow the procedures specified under Section 4 for optional
repayment, except that the period for delivery of this Note or notification to
the Trustee will be at least 25 but not more than 35 calendar days prior to such
Optional Interest Reset Date. If the Holder has tendered this Note for repayment
following receipt of a Reset Notice, the Holder may revoke such tender for
repayment by written notice to the Trustee received by 5:00 P.M., New York City
time, on the tenth calendar day prior to such Optional Interest Reset Date.
SECTION 6. Optional Extension of Maturity. If so specified on the face
hereof, the Stated Maturity of this Note may be extended at the option of the
Company for one or more periods of from one to five whole years, as specified on
the face hereof (each an "Extension Period"), up to but not beyond the date (the
"Final Maturity Date") specified on the face hereof. The Company may exercise
such option with respect to this Note by notifying the Trustee of such exercise
at least 45 but not more than 60 calendar days prior to the Stated Maturity of
this Note in effect prior to the exercise of such option (the "Original Stated
Maturity Date"). If the Company so notifies the Trustee of such exercise, the
Trustee will send, not later than 40 calendar days prior to the Original Stated
Maturity Date, by telegram, telex, facsimile transmission or letter (first
class, postage prepaid) to the Holder of this Note a notice (the "Extension
Notice") relating to such Extension Period indicating (i) that the Company has
elected to extend the Stated Maturity of this Note, (ii) the new Stated
Maturity, (iii) the Spread and/or Spread Multiplier applicable to such Extension
Period and (iv) the provisions, if any, for redemption during such Extension
Period. Upon the Trustee's sending of the Extension Notice, the Stated Maturity
of this Note will be extended automatically and, except as modified by the
Extension Notice and as described in the next two paragraphs, this Note will
have the same terms as prior to the sending of such Extension Notice.
Notwithstanding the foregoing, not later than 20 calendar days prior to
the Original Stated Maturity Date of this Note, the Company may, at its option,
revoke the Spread and/or Spread Multiplier provided for in the Extension Notice
and establish a higher Spread and/or Spread Multiplier for the Extension Period
by causing the Trustee to send by telegram, telex, facsimile transmission or
letter (first class, postage prepaid) notice of such higher Spread and/or Spread
Multiplier to the Holder of this Note. Such notice will be irrevocable. All
Notes with respect to which the Stated Maturity is extended will bear such
higher Spread and/or Spread Multiplier for the Extension Period, whether or not
tendered for repayment as provided in the next paragraph.
If the Company extends the Stated Maturity of this Note (or an
Extension Period, as applicable), the Holder will have the option to elect
repayment of this Note by the Company on the Original Stated Maturity Date (or
last day of such Extension Period) at a price equal to the principal amount
hereof, plus accrued and unpaid interest to such date. In order for this Note to
be so repaid on the Original Stated Maturity Date (or last day of such Extension
Period), the Holder of this Note must follow the procedures specified under
Section 4 for optional repayment, except that the period for delivery of this
Note or notification to the Trustee will be at least 25 but not more than 35
calendar days prior to the Original Stated Maturity Date (or last day of such
Extension Period). If the Holder has tendered this Note for repayment following
receipt of an Extension Notice the Holder may revoke such tender for repayment
by written notice to the Trustee received prior to 5:00 P.M., New York City
time, on the tenth calendar day prior to the Original Stated Maturity Date (or
last day of such Extension Period).
SECTION 7. Sinking Fund. This Note is not subject to a sinking fund
unless otherwise specified on the face hereof.
B-15
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SECTION 8. 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 Fact
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 accredit 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 9. 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 10. 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 a majority in principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holder 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. For purposes
of determining whether Holders of the requisite principal amount of Notes
outstanding under the Indenture have made a demand or given a notice or waiver
or taken any other action, the outstanding principal amount of Original Issue
Discount Notes will be deemed to be the amount of the principal that would be
due and payable upon declaration of acceleration of the Stated Maturity thereof
as of the date of such determination. 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 11. 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 12. Authorized Denominations. Unless otherwise noted on the
face hereof, the Notes 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 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 13. 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 principal corporate trust office located in 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
B-16
35
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 Indenture. 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 governmental charge payable in connection therewith.
SECTION 14. 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 none of
the Company, the Trustee or any such agent will be affected by notice to the
contrary.
SECTION 15. Governing Law. The Indenture and the Notes will be governed
by and construed in accordance with the laws of the State of New York.
SECTION 16. Defined Terms. All terms used in this Note which are
defined in the Indenture will have the meanings assigned to them in the
Indenture, and all references in the Indenture to "Security" or "Securities"
will be deemed to include the Notes.
B-17
36
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 (i) the principal amount to 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,
if this Note is to be repaid pursuant to Section 4 of this Note, or (ii) 100% of
the principal amount of this Note plus accrued and unpaid interest to but
excluding the Optional Interest Reset Date. If this Note is to be repaid
pursuant to Section 5 hereof, or to but excluding the Original Stated Maturity
Date, if this Note is to be repaid pursuant to Section 6 hereof. If a portion of
this Note is not being repaid pursuant to clause (i) above, specify the
principal amount to be repaid and the denomination or denominations (which will
be $100,000 or an integral multiple of $1,000 in excess thereof) of the Note or
Notes to be issued to the Holder for the portion of this Note not being repaid
(in the absence of any specification, one such Note will be issued for the
portion not being repaid):
Dated: ___________________________
Principal amount to be repaid if amount to be repaid is pursuant to clause (i)
above and is less than the entire principal amount of this Note (principal
amount remaining must be an authorized denomination)
$______________________________________________________
(which will be an integral multiple of $1,000)
Denomination or denominations of the Note or Notes to be issued for the portion
of this Note not being repaid pursuant to clause (i) above
______________________________________________________
______________________________________________________
______________________________________________________
Signature
Sign exactly as name appears on the front of this Note.
Indicate address where is to be sent, if repaid:
______________________________________________________
______________________________________________________
SOCIAL SECURITY OR OTHER TAXPAYER ID NUMBER
______________________________________________________
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37
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.
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EXHIBIT C
PROVISIONS OF CURRENCY-INDEXED NOTES
General
"Currency Indexed Notes" shall be Notes, the principal amount payable
at Maturity and/or the interest rate of which is determined by a formula which
makes reference to the rate of exchange between one currency ("Currency I") and
another currency ("Currency II" together with Currency I, the "Selected
Currencies," both as specified in the applicable Note, neither of which need be
the Specified Currency of such Notes (the "Currency Indexed Notes"). Unless
otherwise specified in the applicable Note, Holders of Currency Indexed Notes
will be entitled to receive (i) an amount in respect of principal equal to the
principal amount of the Currency Indexed Notes plus an adjustment, which may be
negative or positive, based on the change in the relationship between Selected
Currencies or (ii) an amount of interest calculated at the stated rate of
interest on the Currency Indexed Notes plus an adjustment, which may be negative
or positive, based on the change in the relationship between the Selected
Currencies, in each case determined as described below under "Payment of
Principal and Interest." As specified in the Note, the exchange rate designated
as the base exchange rate (the "Base Exchange Rate") will be the initial rate at
which Currency I can be exchanged for Currency H and from which the change in
such exchange rate will be measured. Payment of Principal and Interest
Unless otherwise specified in the applicable Note, the payment of
principal at Maturity and interest on each Interest Payment Date (until the
payment thereof is paid or made available for payment) will be payable in the
Specified Currency in amounts calculated in the manner described below.
Unless otherwise specified in the applicable Note, principal at
Maturity, if indexed, will be payable in an amount equal to the principal amount
of the Currency Indexed Note, plus or minus an amount determined by reference to
the difference between the Base Exchange Rate specified in the applicable Note
and the rate at which Currency I can be exchanged for Currency II on the second
Business Day prior to the Maturity (the "Determination Date") of such Currency
Indexed Note, as determined by the determination agent specified in the
applicable Note (the "Determination Agent"). Unless otherwise specified in the
applicable Note, the interest payable on any Interest Payment Date, if indexed,
will be payable in an amount equal to the stated interest rate of the Currency
Indexed Note, plus or minus a rate adjustment determined by reference to the
difference between the Base Exchange Rate specified in the applicable Note and
the rate at which Currency I can be exchanged for Currency II on the second
Business Day prior to the Interest Payment Date (the "Indexed Interest
Determination Date") of such Currency Indexed Note, as determined by the
Determination Agent, applied to the average principal amount outstanding of such
Note for the period being measured. For the purpose of this section, such rate
of exchange on the Determination Date or the Indexed Interest Determination
Date, as the case may be, will be the average of quotations for settlement on
the Maturity Date or the relevant Interest Payment Date, as the case may be,
obtained by the Determination Agent from three Reference Dealers in The City of
New York at approximately 11:00 A.M., New York City time, on either the
Determination Date or the relevant Indexed Interest Determination Date, as the
case may be.
The formulas to be used by the Determination Agent to determine the
principal amount and/or the stated interest rate of a Currency Indexed Note
payable at Maturity or on any Interest Payment Date will be specified in the
applicable Note by reference to the appropriate formula and will be as follows:
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39
Principal
A. If principal is to increase when the Spot Rate exceeds the Base
Exchange Rate, and if principal is to decrease when the Spot Rate is less than
the Base Exchange Rate, the formula to determine the principal amount of a
Currency Indexed Note payable at Maturity shall equal:
Principal Amount + (Principal Amount x F x [Spot Rate - Base Exchange Rate])
---------------------------------
Spot Rate
To determine the "Spot Rate" for use in this formula, each Reference
Dealer's quotation will be the rate at which such Reference Dealer will sell
Currency I in exchange for a single unit of Currency II.
B. If principal is to increase when the Base Exchange Rate exceeds the
Spot Rate, and if principal is to decrease when the Base Exchange Rate is less
than the Spot Rate, the formula to determine the principal amount of a Currency
Indexed Note payable at Maturity shall equal:
Principal Amount + (Principal Amount X F X [Base Exchange Rate - Spot Rate])
---------------------------------
Spot Rate
To determine the "Spot Rate" for use in this formula, each Reference
Dealer's quotation will be the rate at which such Reference Dealer will purchase
Currency I in exchange for a single unit of Currency II. Interest
A. If interest is to increase when the Spot Rate exceeds the Base
Exchange Rate, and if interest is to decrease when the Spot Rate is less than
the Base Exchange Rate, the formula to determine the interest rate payable on
any Interest Payment Date on a Currency Indexed Note shall equal:
Stated Interest Rate + F X (Spot Rate - Base Exchange Rate)
--------------------------------
Spot Rate
To determine the "Spot Rate" for use in this formula, each Reference
Dealer's quotation will be the rate at which such Reference Dealer will sell
Currency I in exchange for a single unit of Currency II.
B. If interest is to increase when the Base Exchange Rate exceeds the
Spot Rate, and if interest is to decrease when the Base Exchange Rate is less
than the Spot Rate, the formula to determine the interest rate payable on any
Interest Payment Date on a Currency Indexed Note shall equal:
Stated Interest Rate + F X (Base Exchange Rate - Spot Rate)
--------------------------------
Spot Rate
To determine the "Spot Rate" for use in this formula, each Reference
Dealer's quotation will be the rate at which such Reference Dealer will purchase
Currency I in exchange for a single unit of Currency II.
In each of the above formulas "F" will be the leverage factor, if any,
used in such formula.
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