Exhibit 4.5
UNION PACIFIC CORPORATION
MEDIUM-TERM NOTE, SERIES E
Registered (Certificated Note) Registered
- ---------- (Floating Rate) ----------
No. Cusip
- --- -----
If applicable, the "Total Amount of OID", "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below
will be completed solely for the purposes of applying the United States
Federal income tax original issue discount ("OID") rules.
Original Issue Date: Spread (plus or minus):
Principal Amount: Spread Multiplier:
Issue Price: Maximum Interest Rate:
Maturity Date: Minimum Interest Rate:
Interest Payment Period: Specified Currency: / / U.S. Dollars / / Other
Interest Payment Dates: Authorized Denominations (Only applicable if
Specified Currency is other than U.S. Dollars):
Redemption Redemption Total Amount of OID:
Date(s) Price(s)
------- --------
Repayment Repayment Yield to Maturity:
Date(s) Price(s)
--------- ---------
Initial Interest Rate: Initial Accrual Period OID:
Interest Rate Index: Interest Reset Dates:
Index Maturity: Calculation Agent:
This Note is a registered Note of UNION PACIFIC CORPORATION, a Utah
corporation (the "Company"). This Note is one of a series of Notes (as
defined on the reverse hereof) issued under the Indenture referred to on
the reverse hereof designated as Medium-Term Notes, Series E. Subject to
the provisions hereof, the Company, for value received, hereby promises to
pay to , or registered assigns, the principal sum of
on the Maturity Date shown above and to pay premium, if any, and
interest, if any, thereon, as described on the reverse hereof.
The principal of (and premium, if any) and interest, if any, on this
Note are payable by the Company in such coin or currency specified on the
face hereof as at the time of payment shall be legal tender for the payment
of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note
shall not be entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, UNION PACIFIC CORPORATION has caused this Note to
be duly executed under its corporate seal.
UNION PACIFIC CORPORATION,
By: _____________________
CERTIFICATE OF AUTHENTICATION
[Seal]
This is one of the Notes issued
under the within-mentioned Indenture.
Dated: ___________________________
CITIBANK, N.A.,
as Trustee
By: ______________________________
Authorized Signatory
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNION PACIFIC CORPORATION
MEDIUM-TERM NOTE, SERIES E
Registered (Global Note) Registered
- ---------- (Floating Rate Note) ----------
No. Cusip
- --- -----
If applicable, the "Total Amount of OID", "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the approximate method) below
will be completed solely for the purposes of applying the United States
Federal income tax original issue discount ("OID") rules.
Issue Date: Spread (plus or minus):
Principal Amount:
Issue Price: Spread Multiplier:
Maturity Date: Maximum Interest Rate:
Interest Payment Period: Minimum Interest Rate:
Interest Payment Dates: Specified Currency: / / U.S. Dollars / / Other:
Redemption Redemption Authorized Denominations (Only applicable
Date(s) Price(s) if Specified Currency is other than
---------- ---------- U.S. Dollars):
Repayment Repayment Total Amount of OID:
Date(s) Price(s)
------- -------- Yield to Maturity:
Initial Interest Rate: Initial Accrual Period OID:
Interest Rate Index: Interest Reset Dates:
Index Maturity: Calculation Agent:
This Note is a registered Note of UNION PACIFIC CORPORATION, a Utah
corporation (the "Company"). This Note is one of a series of Notes (as
defined on the reverse hereof) issued under the Indenture referred to on
the reverse hereof designated as Medium-Term Notes, Series E . Subject to
the provisions hereof, the Company, for value received, hereby promises to
pay to , or registered assigns, the principal sum of on the Maturity
Date shown above and to pay premium, if any, and interest, if any, thereon,
as described on the reverse hereof.
The principal of (and premium, if any) and interest, if any, on this
Note are payable by the Company in such coin or currency specified on the
face hereof as at the time of payment shall be legal tender for the payment
of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note
shall not be entitled to any benefits under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, UNION PACIFIC CORPORATION has caused this Note to
be duly executed under its corporate seal.
UNION PACIFIC CORPORATION,
By: _________________________
CERTIFICATE OF AUTHENTICATION
[Seal]
This is one of the Notes issued
under the within-mentioned Indenture.
Dated: ____________________
CITIBANK, N.A.,
as Trustee
By: _________________________
Authorized Signatory
[REVERSE OF MEDIUM-TERM NOTE, SERIES E]
Union Pacific Corporation
Medium-Term Note, Series E
This permanent global Note is one of a duly authorized issue of
securities of Union Pacific Corporation, a Utah corporation (hereinafter
called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), unlimited in aggregate principal amount,
issued and to be issued in one or more series under an Indenture, dated as of
December 20, 1996, between the Company and Citibank, N.A., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture (as hereinafter defined)) to which indenture and all supplemental
indentures thereto (the "Indenture") reference is hereby made for a statement
of the respective rights thereunder of the Company, the Trustee and the
holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This permanent global Note is one of the series
of Notes designated on the face hereof, of an aggregate initial principal
amount equal to the Principal Amount shown above (the "Principal Amount"),
with the Interest Payment Dates, Issue Date, and Maturity Date specified on
the face hereof and bearing interest on said Principal Amount at the interest
rate specified on the face hereof. The Notes of this series may be issued from
time to time with varying maturities, interest rates and other terms.
The Company, for value received, hereby promises to pay to Cede & Co., as
nominee for the Depositary (as hereinafter defined), or registered assigns,
the Principal Amount hereof on the Maturity Date shown on the face hereof, and
to pay interest thereon, from and including the Issue Date shown on the face
hereof or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, at a rate per annum equal to the
Initial Interest Rate shown on the face hereof until the first Interest Reset
Date shown on the face hereof following the Issue Date shown on the face
hereof and thereafter in accordance with the provisions below under the
headings "Determination of Commercial Paper Rate", "Determination of LIBOR",
"Determination of Treasury Rate", "Determination of CD Rate", "Determination
of Federal Funds Effective Rate", "Determination of Prime Rate", or
"Determination of CMT Rate", depending upon whether the Interest Rate Index is
the Commercial Paper Rate, LIBOR, Treasury Rate, CD Rate, Federal Funds
Effective Rate, Prime Rate or CMT Rate as indicated on the face hereof, until
the principal hereof is paid or duly made available for payment. Interest will
be payable in arrears on each Interest Payment Date and at Maturity,
commencing with the first Interest Payment Date after the Issue Date shown on
the face hereof, unless the Issue Date is between a Regular Record Date (as
defined below) and an Interest Payment Date, in which case, the first payment
of interest hereon shall be made on the second Interest Payment Date following
the Issue Date. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this permanent global Note (or one or more
predecessor Notes) is registered at the close of business on the Regular
Record Date next preceding such Interest Payment Date. As used herein,
"Regular Record Date" shall mean the date 15 calendar days prior to each
Interest Payment Date, whether or not a Market Day (as defined below). Any
such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the holder on such Regular Record Date and may be paid
to the Person in whose name this permanent global Note (or one or more
predecessor Notes) is registered at the close of business on a Special Record
Date to be fixed by the Trustee for the payment of such Defaulted Interest,
notice whereof shall be given to the holder of this permanent global Note not
less than 10 days prior to such Special Record Date, or may 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 the Indenture. Notwithstanding the foregoing, interest
payable on this permanent global Note at Maturity will be payable to the
person to whom principal shall be payable.
The rate of interest on this Note will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (each, an "Interest Reset Date"), as
specified on the face hereof. Unless otherwise specified on the face hereof,
the Interest Reset Date will be as follows: if this Note resets daily, each
Market Day; if this Note (other than a Treasury Rate Note) resets weekly, the
Wednesday of each week; if this Note is a Treasury Rate Note that resets
weekly, the Tuesday of each week; if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the third Wednesday of
March, June, September and December; if this Note resets semi-annually, the
third Wednesday of two months of each year which are six months apart, as
specified on the face hereof; and if this Note resets annually, the third
Wednesday of one month of each year, as specified on the face hereof;
provided, however, that the interest rate in effect from the Issue Date of
this Note (or any predecessor Note) to the first Interest Reset Date will be
the Initial Interest Rate. If any Interest Reset Date for this Note would
otherwise be a day that is not a Market Day, the Interest Reset Date for such
Note shall be the next succeeding Market Day, except that in the case of a
LIBOR Note, if such Market Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Market Day. "Initial
Interest Rate" means the rate at which this Note will bear interest from its
Issue Date to the first Interest Reset Date, as indicated on the face hereof.
If this Note is designated on the face hereof as an "Inverse Floating
Rate Note", then, unless otherwise described on the face hereof, this Note
will bear interest at a floating interest rate equal to the Fixed Interest
Rate indicated on the face hereof minus the rate determined by reference to
the applicable Interest Rate Index specified on the face hereof (a) plus or
minus the applicable Spread, if any, and/or (b) multiplied by the applicable
Spread Multiplier, if any; provided, however, that, unless otherwise specified
on the face hereof, the interest rate hereon will not be less than zero.
Determination of Commercial Paper Rate
If the Interest Rate Index specified on the face hereof is the Commercial
Paper Rate, the interest rate with respect to this Note for any Interest Reset
Date shall be the Commercial Paper Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified on the face hereof,
as determined on the applicable Interest Determination Date.
Unless otherwise specified on the face hereof, "Commercial Paper Rate"
means, with respect to any Commercial Paper Interest Determination Date, the
Money Market Yield (calculated as described below) of the rate quoted on a
discount basis on such date for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper -- Nonfinancial." If such rate is not published prior to
3:00 P.M., New York City time, on the related Calculation Date, then the
Commercial Paper Rate shall be the rate set forth in the H.15 Daily Update for
that day under the heading "Commercial Paper-Nonfinancial" in respect of
commercial paper having the Index Maturity specified on the face hereof. If
such rate is neither published in H.15(519) or in the H.15 Daily Update by
3:00 P.M., New York City time, on the related Calculation Date, then the
Commercial Paper Rate on such Commercial Paper Interest Determination Date
will be calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered rates, as of 11:00 A.M., New York
City time, on that Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the Index Maturity specified on
the face hereof placed for a non-financial entity whose senior
unsecured bond rating is "AA", or the equivalent, from a nationally recognized
rating agency; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate will be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D X 360
........... x 100
360 - (D X M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
"H.15 Daily Update" means the daily update of the Board of Governors of
the Federal Reserve System at http://www.bog.frb.fed.us/releases/H15/update or
any successor site or publication. "H.15(519)" means the weekly statistical
release entitled "Statistical Release H.15(519), Selected Interest Rates", or
any successor publication, published by the Board of Governors of the Federal
Reserve System.
Determination of LIBOR
If the Interest Rate Index specified on the face hereof is LIBOR, the
interest rate with respect to this Note for any Interest Reset Date shall be
LIBOR plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.
Unless otherwise specified on the face hereof, "LIBOR" means 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 Designated LIBOR
Page by its terms provides only for a single rate, in which case such
single rate shall be used) for deposits in the Index Currency having the
Index Maturity specified on the face hereof, commencing on the applicable
Interest Reset Date, that appear (or, if only a single rate is provided
as aforesaid, appears) on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date, or (b) if "LIBOR
Telerate" is specified on the face hereof or if neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the arithmetic mean of the rates for deposits in the
Index Currency having the Index Maturity specified on the face hereof,
commencing on such Interest Reset Date, that appears on the Designated
LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date. If fewer than two such offered rates appear, or if no
such rate appears, as applicable, LIBOR on such LIBOR Interest
Determination Date will be determined in accordance with the provisions
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as the case may
be, on the Designated LIBOR Page as specified in clause
(i) above, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent, to provide the Calculation
Agent with its offered quotation for deposits in the Index Currency for
the period of the Index Maturity specified on the face hereof, commencing
on the applicable Interest Reset Date, to prime banks in the London
interbank market at approximately 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 Index Currency in such
market at such time. If at least two quotations are so provided, then
LIBOR on such LIBOR Interest Determination Date will be the arithmetic
mean of such quotations. If fewer than two such quotations are so
provided, then LIBOR on such LIBOR Interest Determination Date will be
the arithmetic mean of the rates quoted at approximately 11:00 A.M., in
the applicable Principal Financial Center, on such LIBOR Interest
Determination Date by three major banks in such Principal Financial
Center (as defined below) selected by the Calculation Agent for loans in
the Index Currency to leading European banks, having the Index Maturity
specified on the face hereof and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence,
LIBOR determined as of such LIBOR Interest Determination Date will be
LIBOR in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency or composite currency specified on
the face hereof as to which LIBOR shall be calculated. If no such currency or
composite currency is specified on the face hereof, the Index Currency shall
be United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuters Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page or such service (or any successor service)) for the
purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is specified on the face
hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the
face hereof as the method for calculating LIBOR, the display on Dow Jones
Markets Limited (or any successor service) on page 3750 if the U.S. dollar is
the Index Currency or with respect to any other Index Currency, on the page
specified on the face hereof (or any other page as may replace such page or
such service (or any successor service)) for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency.
Determination of Treasury Rate
If the Interest Rate Index specified on the face hereof is the Treasury
Rate, the interest rate with respect to this Note for any Interest Reset Date
shall be the Treasury Rate plus or minus the Spread, if any, or multiplied by
the Spread Multiplier, if any, as specified on the face hereof, as determined
on the applicable Interest Determination Date.
Unless otherwise specified on the face hereof, "Treasury Rate" means,
with respect to any Treasury Interest Determination Date, the rate from the
most recent auction of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified on the face hereof as such rate
appears on either the Telerate page 56 or the Telerate page 57 under the
heading "AVGE INVEST YIELD" or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the auction average rate of such
Treasury Bills (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. If the results of the auction of Treasury
Bills having the Index Maturity specified on the face hereof are not reported
as provided above by 3:00 P.M., New York City time, on such Calculation date,
or if no such auction is held, then the Treasury Rate 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 United States government
securities dealers (which may include any agents entering into contracts with
the Company to solicit purchases of the Notes, or any affiliates of such
agents (collectively, the "Agents"; and each Agent or other securities dealer
acting in such capacity, a "Reference Dealer") selected by the Calculation
Agent, for the issue of Treasury Bills with a remaining maturity closest to
the specified Index Maturity; provided, however, that if the Reference Dealers
so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate will be the Treasury Rate in effect on such
Treasury Interest Determination Date.
Determination of CD Rate
If the Interest Rate Index specified on the face hereof is the CD Rate,
the interest rate with respect to this Note for any Interest Reset Date shall
be the CD Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.
Unless otherwise specified on the face hereof, "CD Rate" means, with
respect to any CD Interest Determination Date, the rate on such date for
negotiable U.S. dollar certificates of deposit having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading "CDs
(Secondary market)." If such rate is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CD Rate will be the rate
on such CD Interest Determination Date for negotiable U.S. dollar certificates
of deposit having the Index Maturity specified on the face hereof as published
in the H.15 Daily Update. If such rate is neither published in H.15(519) or in
the H.15 Daily Update by 3:00 P.M., New York City time, on the related
Calculation Date, the CD Rate on 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 (which may include
any of the Agents) selected by the Calculation Agent for negotiable U.S.
dollar certificates of deposit of major United States money center banks of
the highest credit standing (in the market for negotiable U.S. dollar
certificates of deposit) with a remaining maturity closest to the Index
Maturity specified on the face hereof in an amount that is representative for
a single transaction in that market at that time; provided, however, that if
the dealers so selected by the Calculation Agent are not quoting as mentioned
in this sentence, the CD Rate will be the CD Rate in effect on such CD
Interest Determination Date.
Determination of Federal Funds Effective Rate
If the Interest Rate Index specified on the face hereof is the Federal
Funds Effective Rate, the interest rate with respect to this Note for any
Interest Reset Date shall be the Federal Funds Effective Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Interest
Determination Date.
Unless otherwise specified on the face hereof, "Federal Funds Effective
Rate" means, with respect to any Federal Funds Interest Determination Date,
the rate on that date for Federal Funds having the Index Maturity specified on
the face hereof as published in H.15(519) under the heading "Federal Funds
(Effective)." If such rate is not so published by 9:00 A.M., New York City
time, on the related Calculation Date, then the Federal Funds Effective Rate
will be the rate on such Federal Funds Interest Determination Date as
published in the H.15 Daily Update under the heading "Federal Funds
(Effective)." If such rate is neither published in H.15 (519) or in the H.15
Daily Update by 3:00 P.M. New York City time, on the related Calculation Date,
then the Federal Funds Effective Rate on such Federal Funds Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean 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 (which may include any of the Agents or
their affiliates) selected by the Calculation Agent; provided, however, that
if the brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Effective Rate will be the
Federal Funds Effective Rate in effect on such Federal Funds Interest
Determination Date.
Determination of Prime Rate
If the Interest Rate Index specified on the face hereof is the Prime
Rate, the interest rate with respect to this Note for any Interest Reset Date
shall be the Prime Rate plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, as specified on the face hereof, as determined on
the applicable Interest Determination Date.
Unless otherwise specified on the face hereof, "Prime Rate" means, with
respect to any Prime Rate Interest Determination Date, the rate on such date
as is published in H.15(519) under the heading "Bank Prime Loan." If the rate
is not published prior to 9:00 a.m., New York City time, on the related
Calculation Date, then the Prime Rate will be the rate on such Prime Interest
Determination Date as published in the H.15 Daily Update opposite the caption
"Bank Prime Loan." If such rate is not published prior to 3:00 P.M., New York
City time, on the related Calculation Date, in either H.15(519) or the H.15
Daily Update, then the Prime Rate shall be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the Reuters Screen
USPRIME1 Page (as defined below) as such bank's prime rate or base lending
rate as in effect for such Prime Rate Interest Determination Date. If fewer
than four such rates appear on the Reuters Screen USPRIME1 Page for such Prime
Rate Interest Determination, then the Prime Rate shall be the arithmetic mean
of the prime rates quoted on the basis of the actual number of days in the
year divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of
New York selected by the Calculation Agent. If fewer than four such quotations
are so provided, then the Prime Rate shall be the arithmetic mean of four
prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date as furnished in The City of New York by the major
money center banks, if any, that have provided such quotations and by a
reasonable number of substitute banks or trust companies to obtain four such
prime rate quotations, provided such substitute banks or trust companies are
organized and doing business under the laws of the United States, or any State
thereof, each having total equity capital of at least $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 banks or trust companies so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the Prime Rate determined as of
such
Prime Rate Interest Determination Date will be the Prime Rate in effect on
such Prime Rate Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or any successor
service) or such other page as may replace the USPRIME1 Page on the Reuters
Monitor Money Rates Service (or any successor service) for the purpose of
displaying prime rates or base lending rates of major United States banks.
Determination of CMT Rate
If the Interest Rate Index specified on the face hereof is the CMT Rate,
the interest rate with respect to this Note for any Interest Reset Date shall
be the CMT Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Interest Determination Date.
Unless otherwise specified on the face hereof, "CMT Rate" means, with
respect to any CMT Rate Interest Determination Date, the rate displayed on the
Designated CMT Telerate Page 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 for (i) if the Designated CMT Telerate Page is 7051, the rate on such
CMT Rate Interest Determination Date and (ii) if the Designated CMT Telerate
Page is 7052, the weekly or monthly average, as specified on the face hereof,
for the week or the month, as applicable, ended immediately preceding the week
or month, as applicable, in which the related CMT Rate Interest Determination
Date occurs. If such rate is no longer displayed on the relevant page or is
not displayed by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such CMT Rate Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer published or is
not published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate on such CMT Rate Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) for
the CMT Rate Interest Determination Date with respect to such Interest Reset
Date as may then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant H.15(519).
If such information is not provided by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate on the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time,
on such CMT Rate Interest Determination Date reported, according to their
written records, by three Reference Dealers in The City of New York selected
by the Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, on 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 is unable to obtain three such
Treasury Note quotations, the CMT Rate on such CMT Rate Interest Determination
Date will be calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary market offer side
prices as of approximately 3:30 P.M., New York City time, on such CMT Rate
Interest
Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
maturity closest to the Index Maturity specified on the face hereof and in an
amount that is representative for a single transaction in that market at that
time. 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 so selected by the Calculation Agent are quoting as mentioned herein,
the CMT Rate determined as of such CMT Rate Interest Determination Date will
be the CMT Rate in effect on such CMT Rate Determination Date. If two Treasury
Notes with an original maturity as described in the second preceding sentence
have remaining terms to maturity equally close to the Designated CMT Maturity
Index, the Calculation Agent will obtain quotations for the Treasury Note with
the shorter remaining term to maturity and will use such quotations to
calculate the CMT Rate as set forth above.
"Designated CMT Telerate Page" means the display on Telerate (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on that service (or any successor service) for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519))
for the purpose of displaying Treasury Constant Maturities as reported in
H.15(519). If no such page is specified on the face hereof, the Designated CMT
Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either one, two, three, five, seven, 10, 20 or
30 years) specified on the face hereof with respect to which the CMT Rate will
be calculated. If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be two years.
Unless otherwise specified on the face hereof, all percentages resulting
from any calculation on 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 rounded upwards (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded
to 9.87654% (or .0987654)), and all dollar amounts used in or resulting from
such calculation on this Note will be rounded to the nearest cent (with
one-half cent being rounded upwards).
The Interest Determination Date pertaining to an Interest Reset Date for
(a) a Commercial Paper Rate Note (the "Commercial Paper Interest Determination
Date"), (b) a CD Rate Note (the "CD Interest Determination Date"), (c) a
Federal Funds Rate Note (the "Federal Funds Interest Determination Date"), (d)
a Prime Rate Note (the "Prime Interest Determination Date") or (e) a CMT Rate
Note (the "CMT Rate Interest Determination Date") will be the second Market
Day preceding the Interest Reset Date with respect to such Note. The Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR Note (the
"LIBOR Interest Determination Date") will be the second London Market Day
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date for a Treasury Rate Note (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 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,
as a result of a legal holiday, an auction is so held on the preceding Friday,
such Friday will be the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an auction date
shall fall on any Interest Reset Date for a Treasury Rate Note, then such
Interest Reset Date shall instead be the first Market Day immediately
following such auction date.
"Calculation Date", where applicable, means the date by which the
Calculation Agent is to calculate the interest rate for this Note which shall
be the earlier of (i) the tenth calendar day after the related Interest
Determination Date, or if any such day is not a Market Day, the next
succeeding Market Day and (ii) the Market Day preceding the applicable
Interest Payment Date or Maturity, as the case may be.
Upon the request of the holder hereof, the Calculation Agent will 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 for the next
succeeding Interest Reset Date with respect to this Note. The "Calculation
Agent" means the agent appointed by the Company to calculate interest rates
under the circumstances specified above. Unless otherwise provided on the face
hereof, the Calculation Agent will be Citibank, N.A.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof. In addition, the interest
rate hereon shall in no event be higher than the maximum rate permitted by New
York law, as the same may be modified by United States law of general
application.
Unless otherwise indicated on the face hereof and except as provided
below, the Interest Payment Dates for this Note will be, if the rate of
interest on 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 indicated on the face hereof); if the rate of interest on this
Note resets quarterly, the third Wednesday of March, June, September and
December of each year; if the rate of interest on this Note resets
semi-annually, the third Wednesday of the two months of each year that are six
months apart specified on the face hereof; and if the rate of interest on this
Note resets annually, the third Wednesday of the month specified on the face
hereof, and in each case, at Maturity. If an Interest Payment Date specified
on the face hereof (other than an Interest Payment Date occurring at Maturity)
would otherwise be a day that is not a Market Day, such Interest Payment Date
will be the next succeeding Market Day, except that in the case of a LIBOR
Note, if such day is in the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding Market Day. "Market Day" means
(a) with respect to any Note, any day that is not a Saturday or Sunday and
that, in The City of New York, is not a day on which banking institutions
generally are authorized or obligated by law or executive order to close, (b)
with respect to LIBOR Notes only, any such day on which dealings in deposits
in U.S. dollars are transacted in the London interbank market (a "London
Market Day"), (c) with respect to Notes denominated on the face hereof in a
Specified Currency other than United States Dollars ("Foreign Currency
Notes"), other than Notes denominated in Euro, any day that, in the Principal
Financial Center (as defined below) of the country of the Specified Currency
or, with respect to Foreign Currency Notes denominated in European Currency
Units, Brussels, is not a day on which banking institutions generally are
authorized or obligated by law to close and (d) with respect to Notes
denominated in Euro, a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer ("TARGET") System is open. "Principal
Financial Center" means (i) the capital city of the country issuing the
Specified Currency (except as described above with respect to European
Currency Units) or (ii) the capital city of the country to which the
Designated LIBOR Currency relates (or, in the case of European Currency Units,
Luxemburg), as applicable, except, in the case of (i) or (ii) above, that with
respect to U.S. dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Italian lire and Swiss
francs, the "Principal Financial Center" shall be The City of New York,
Sydney, Toronto, Frankfurt, Amsterdam, Milan (solely in the case of the
Specified Currency) and Zurich, respectively. If the Maturity of this Note
falls on a day that is not a Market Day, the required payment of principal,
premium, if any, and interest will be made on the next succeeding Market Day
with the same force and effect as if made on the date such payment was due,
and no interest will accrue on such payment for the period from and after the
Maturity to the date of such payment on the next succeeding Market Day.
Unless otherwise specified on the face hereof, interest payments hereon
shall be the amount of interest accrued from and including each Interest
Payment Date (or from and including the Issue Date in the case no interest has
been paid) to, but excluding, the next succeeding Interest Payment Date or
Maturity, as the case may be.
Accrued interest hereon from the Issue Date shown on the face hereof or
from the last date to which interest has been paid or duly provided for is
calculated by multiplying the Principal Amount on the face hereof by an
accrued interest factor. Such accrued interest factor is computed by adding
the interest factor calculated for each day from and including the Issue Date
or from and including the last date to which interest has been paid or duly
provided for, as the case may be, to but excluding the date for which accrued
interest is being calculated. The interest factor for each such day is
computed by dividing the interest rate applicable to such date by 360, in the
case of Commercial Paper Rate Notes, LIBOR Notes, CD Rate Notes, Federal Funds
Rate Notes and Prime Rate Notes, or by the actual number of days in the year,
in the case of Treasury Rate Notes and CMT Rate Notes.
This permanent global Note is exchangeable for definitive registered
Notes of this series of like tenor and of an equal aggregate principal amount
only if (x) The Depository Trust Company, or any successor depositary with
respect to the Notes of this series (the "Depositary"), notifies the Company
that it is unwilling or unable to continue as Depositary for this permanent
global Note or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and a
successor depositary is not appointed by the Company within 90 days, (y) the
Company in its sole discretion determines that this permanent global Note
shall be exchangeable for definitive registered Notes and executes and
delivers to the Trustee an order of the Company providing that this permanent
global Note shall be so exchangeable or (z) there shall have happened and be
continuing an Event of Default or any event which, after notice or lapse of
time, or both, would become an Event of Default with respect to the Notes of
the series of which this permanent global Note is a part. If this permanent
global Note is exchangeable pursuant to the preceding sentence, this Note
shall in the case of clause (x) above be exchanged in whole for definitive
registered Notes of this series, and in the case of clauses (y) and (z) above,
be exchangeable for definitive registered Notes of this series, provided that
the definitive registered Notes so issued in exchange for this Note shall be
in authorized denominations and be of like tenor and of an equal aggregate
principal amount as the portion of the Note to be exchanged, and provided
further that, in the case of clauses (y) and (z) above, definitive registered
Notes of this series will be issued in exchange for this permanent global
Note, or any portion hereof, only if such definitive registered Notes were
requested by written notice to the Security Registrar by or on behalf of a
Person who is a beneficial owner of an interest herein given through the
holder hereof. Any definitive registered Notes of this series issued in
exchange for this permanent global Note shall be registered in the name or
names of such Person or Persons as the holder hereof shall instruct the
Security Registrar. Except as provided on the face hereof, owners of
beneficial interests in this permanent global Note will not be entitled to
receive
physical delivery of Notes in definitive form and will not be considered the
holders thereof for any purpose under the Indenture.
Any exchange of this permanent global Note for one or more definitive
registered Notes of this series will be made at the Corporate Trust Office of
the Security Registrar in New York, New York. Upon exchange of any portion of
this permanent global Note for one or more definitive registered Notes of this
series, the Trustee shall endorse Exhibit A of this Note to reflect the
reduction of its Principal Amount by an amount equal to the aggregate
principal amount of the definitive registered Notes of this series so issued
in exchange, whereupon the Principal Amount hereof shall be reduced for all
purposes by the amount so exchanged and noted. Except as otherwise provided
herein or in the Indenture, until exchanged in full for one or more definitive
registered Notes of this series, this permanent global Note shall in all
respects be subject to and entitled to the same benefits and conditions under
the Indenture as a duly authenticated and delivered definitive registered Note
of this series.
Except as provided in the next paragraph, no beneficial owner of any
portion of this permanent global Note shall be entitled to receive payment of
accrued interest hereon until this permanent global Note has been exchanged
for one or more definitive registered Notes of this series, as provided herein
and in the Indenture.
The principal and any interest in respect of any portion of this
permanent global Note payable in respect of an Interest Payment Date or at the
Stated Maturity thereof, in each case occurring prior to the exchange of such
portion for a definitive registered Note or Notes of this series, will be
paid, as provided herein, to the holder hereof which will undertake in such
circumstances to credit any such principal and interest received by it in
respect of this permanent global Note to the respective accounts of the
Persons who are the beneficial owners of such interests on such Interest
Payment Date or at Stated Maturity. If a definitive registered Note or
registered Notes of this series are issued in exchange for this permanent
global Note after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest, then
interest or Defaulted Interest, as the case may be, will not be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
in respect of such registered Note, but will be payable on such Interest
Payment Date or proposed date for payment, as the case may be, only to the
holder hereof, and the holder hereof will undertake in such circumstances to
credit such interest to the account or accounts of the Persons who were the
beneficial owners of any portion of this permanent global Note on such Regular
Record Date or Special Record Date, as the case may be.
Payment of the principal of (and premium, if any) and any such interest
on this permanent global Note will be made at the Corporate Trust Office of
the Trustee in the borough of Manhattan, The City of New York, 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, however, that
payment of interest may be made at the option of the Company by check mailed
to the addresses of the Persons entitled thereto as such addresses shall
appear in the Security Register or by transfer to an account maintained by the
payee with, a bank in The City of New York (so long as the applicable Paying
Agent has received transfer instructions in writing).
The principal of and any premium and interest on any "Foreign Currency
Notes" are payable by the Company in U.S. dollars, except as provided below.
Unless otherwise specified on the face hereof, the Exchange Rate Agent (as
defined below) will obtain the quotations necessary to convert the amount of
all payments of principal of and any premium and interest on Foreign Currency
Notes from the Specified Currency to U.S. dollars. Unless otherwise specified
on the face hereof, however, the holder of a Foreign Currency Note may elect
to receive such payments in the Specified Currency as described below.
Any U.S. dollar amount to be received by a holder of a Foreign Currency
Note will be based on the highest bid quotation in The City of New York
received by the Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Market Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of which may be the Exchange
Rate Agent) for the purchase by the quoting dealer of the Specified Currency
for U.S. dollars for settlement on such payment date in the aggregate amount
of the Specified Currency payable to all holders of Foreign Currency Notes
scheduled to receive U.S. dollar payments and at which the applicable dealer
commits to execute a contract. If such bid quotations are not available,
payments will be made in the Specified Currency. All currency exchange costs
will be borne by the holder of the Foreign Currency Note by deductions from
such payments. As used herein, "Exchange Rate Agent" means the agent appointed
by the Company to obtain the quotations necessary to convert the amount of
principal and any premium and interest payments on Foreign Currency Notes from
the Specified Currency into U.S. dollars. Unless otherwise indicated on the
face hereof, the Exchange Rate Agent will be Citibank, N.A.
Unless otherwise specified on the face hereof, a holder of a Foreign
Currency Note may elect to receive payment of the principal of and any premium
and interest on such Note in the Specified Currency by filing a written
request, signature guaranteed, for such payment at the Corporate Trust Office
of the Paying Agent, in the Borough of Manhattan, The City of New York, on or
prior to the Regular Record Date or at least 16 days prior to Maturity, as the
case may be. A holder of a Foreign Currency Note may make such election with
respect to all principal and any premium and interest payments and need not
file a separate election for each payment. Such election will remain in effect
until changed by written notice to the Paying Agent, but written notice of any
such change must be received by the Paying Agent on or prior to the relevant
Regular Record Date or at least 16 days prior to Maturity, as the case may be.
Any such election or change thereof will be deemed to be made for all Foreign
Currency Notes denominated in such Specified Currency which are registered in
the name of such holder, unless such holder specifies in such written request
the particular Foreign Currency Notes with regard to which such election or
change thereof shall not apply.
Except as described below, principal of and any premium and interest on
Foreign Currency Notes paid in U.S. dollars will be paid in the manner
specified above for principal of and any premium and interest on Notes
denominated in U.S. dollars, and principal of and any premium and interest on
Foreign Currency Notes paid in a Specified Currency will be paid by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. All checks payable in a Specified Currency
will be drawn on a bank office located outside the United States. In addition,
payments in U.S. dollars of principal of and any premium and interest on a
Foreign Currency Note in which the equivalent of U.S. $10,000,000 or more has
been invested may, at the request of the holder thereof, be made in
immediately available funds at the Corporate Trust Office of the Paying Agent,
in the Borough of Manhattan, The City of New York, provided that, in the case
of payments of principal and any premium, such Note is presented to the Paying
Agent in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures. Also, payments in a Specified Currency
of principal of
and any premium and interest on a Foreign Currency Note in which the
equivalent of U.S. $10,000,000 or more has been invested may, at the request
of the holder thereof, be made by wire transfer to an account with a bank
located in the country of the Specified Currency, as shall have been
designated on or prior to the relevant Regular Record Date or at least 16 days
prior to Maturity, as the case may be, provided that, in the case of payments
of principal and any premium, the Note is presented at the Corporate Trust
Office of the Paying Agent, in the Borough of Manhattan, The City of New York
in time for the Paying Agent to make such payments in such funds in accordance
with its normal procedures. Any request of a holder in accordance with this
paragraph must be transmitted to the Paying Agent on or prior to the relevant
Regular Record Date or at least 16 days prior to Maturity, as the case may be.
Such request may be in writing (mailed or hand delivered) or by cable, telex
or other form of facsimile transmission. Such holder may make such election
for all principal and any premium and interest payments and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Paying Agent, but written notice of any such
revocation must be received by the Paying Agent on or prior to the relevant
Regular Record Date or at least 16 days prior to Maturity, as the case may be.
Unless otherwise specified on the face hereof, the owner of a beneficial
interest in this permanent global Note (if such Note is denominated in a
Specified Currency on the face hereof) that elects to receive payments of
principal, premium or interest in such Specified Currency must notify the
participant in the Depositary's book-entry system through which its interest
is held on or prior to the applicable Record Date, in the case of a payment of
interest, and at least 16 days prior to Maturity, in the case of a payment of
principal or premium, of such beneficial owner's election to receive such
payment in such Specified Currency. Such participant must notify the
Depositary of such election on or prior to the third Market Day after such
Record Date or at least 12 days prior to Maturity, as the case may be, and the
Depositary will notify the Paying Agent of such election on or prior to the
fifth Market Day after such Record Date or at least 10 days prior to the
Maturity Date, as the case may be. If complete instructions are received by
such participant from the beneficial owner and forwarded by the participant to
the Depositary, and by the Depositary to the Paying Agent, on or prior to such
dates, then such beneficial owner will receive payments in the applicable
Specified Currency.
The Indenture contains certain provisions for defeasance which shall
apply to this permanent global Note.
If so provided on the face hereof, this permanent global Note may be
redeemed by the Company on the Redemption Date(s) and at the applicable
Redemption Price(s) so indicated on the face hereof. If no date on which this
permanent global Note is redeemable is set forth on the face hereof, this
permanent global Note may not be redeemed prior to Maturity. On the Redemption
Date(s), if any, on which this permanent global Note may be redeemed, this
permanent global Note may be redeemed in whole or in part in increments of
$1,000 or such other minimum denomination provided on the face hereof
(provided that any remaining principal amount of this permanent global Note
shall be at least $1,000 or such minimum denomination) at the option of the
Company at the applicable Redemption Price, together with interest thereon
payable to the applicable Redemption Date.
Notice of redemption will be given by mail to holders of Notes, not less
than 30 nor more than 60 days prior to the date fixed for redemption, all as
provided in the Indenture.
In the event of redemption of this permanent global Note in part only, a
new permanent global Note or Notes of this series and of like tenor for the
unredeemed portion of the Principal Amount hereof will be delivered to the
Depositary upon the cancelation hereof.
Unless otherwise indicated on the face hereof, this permanent global Note
will not have a sinking fund.
Unless otherwise indicated on the face hereof, this permanent global Note
will not be subject to redemption at the option of the holder.
If so provided on the face hereof, the Company may be required to
repurchase the Notes of this series, in whole or in part, on the Repayment
Date(s) and at the applicable Repayment Price(s) so indicated on the face
hereof, plus accrued interest, if any, to the applicable Repayment Date. On or
before the applicable Repayment Date, the Company shall deposit with the
Trustee money sufficient to pay the applicable Repayment Price and any
interest accrued on such Notes to be tendered for repayment. On and after such
Repayment Date, interest will cease to accrue on such Notes or any portion
thereof tendered for repayment.
The repayment option may be exercised by the holder of this permanent
global Note for less than the entire principal amount of this permanent global
Note, but in that event, the principal amount of this permanent global Note
remaining outstanding after repayment must be in an authorized denomination
and the denomination of the new Note or Notes to be issued to the holder for
the portion of the principal amount of such Note surrendered that is not to be
repaid must be specified. In the event of repurchase of this permanent global
Note in part only, a new Note or Notes of this series and of like tenor for
the unpurchased portion hereof will be issued in the name of the holder hereof
upon the cancelation hereof.
In order for this Note to be repaid, the Paying Agent must receive at
least 30 days but not more than 45 days prior to the repayment date (i) this
Note with the form entitled "Option to Elect Repayment" on the reverse of this
Note duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange, the National
Association of Securities Dealers, Inc., the Depositary or a commercial bank
or trust company in the United States setting forth the name of the holder of
this Note, the principal amount of this Note, the principal amount of this
Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the option to elect repayment is being
exercised thereby, and a guarantee that this Note to be repaid, together with
the duly completed form entitled "Option to Elect Repayment" on the reverse of
this Note, will be received by the Paying Agent not later than the fifth
Market Day after the date of such telegram, telex, facsimile transmission or
letter; provided, however, such telegram, telex, facsimile transmission or
letter shall only be effective if this Note and duly completed form are
received by the Paying Agent by such fifth Market Day.
If an Event of Default (or event which, after giving of notice or passage
of time would constitute an Event of Default) with respect to the Notes shall
occur and be continuing, the principal of all of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.
As set forth in, and subject to, the provisions of the Indenture, no
holder of any Note of this series may institute any action under the Indenture
unless (a) such holder shall have given the Trustee written notice of a
continuing Event of Default with respect to such series, (b) the holders of
not less than 25% in
aggregate principal amount of the outstanding Notes of this series shall have
requested the Trustee to institute proceedings in respect of such Event of
Default, (c) such holder or holders shall have offered the Trustee such
reasonable indemnity as the Trustee may require, (d) the Trustee shall have
failed to institute an action for 60 days thereafter and (e) no inconsistent
direction shall have been given to the Trustee during such 60-day period by
the holders of a majority in aggregate principal amount of Notes of this
series.
No reference herein to the Indenture and no provision of this permanent
global Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and any interest on this permanent global Note at the times,
places and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of a Note is registerable in the Security Register,
upon surrender of such Note for registration of transfer at the office of the
Security Registrar for this series or at the offices of any transfer agent
designated by the Company for such purpose. Every Note presented for
registration of transfer shall (if so required by the Company or the Trustee)
be duly endorsed, or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Trustee and the Security Registrar duly
executed by the holder or its attorney duly authorized in writing, and one or
more new Notes of like tenor and terms in registered form, of authorized
denominations and for the same aggregate principal amount, will be issued in
the name or names of the designated transferee or transferees and delivered at
the office of the Security Registrar in The City of New York, or mailed, at
the request, risk and expense of the transferee or transferees, to the address
or addresses shown in the Security Register for such transferee or
transferees.
Any transfers of Notes or interests in Notes in different denominations
shall in each case be for Notes or interests of like tenor and terms and equal
aggregate principal amounts.
Prior to due presentment of a Note for registration of transfer, the
Company, the Trustee, the Security Registrar and any agent of the Company, the
Trustee or the Security Registrar may treat the Person in whose name a Note is
registered as the owner hereof for all purposes, whether or not such Note is
overdue, and neither the Company, the Trustee, the Security Registrar nor any
such agent shall be affected by notice to the contrary.
The Company shall not be required (i) to issue, transfer or exchange
Notes during a period beginning at the opening of business of 15 days before
the day of the mailing of the relevant notice of redemption of Notes selected
for redemption under Section 1103 of the Indenture and ending at the close of
business on the date of such mailing or (ii) to transfer or exchange any Note
so selected for redemption in whole or in part.
No service charge shall be made for any registration of transfer of any
Note, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The authorized denominations of Notes denominated in U.S. Dollars will be
U.S. $1,000 and any larger amount that is an integral multiple of U.S. $1,000.
The authorized denominations of Notes denominated in a currency other than
U.S. Dollars will be as set forth on the face hereof.
The Notes of this series (including this permanent global Note) shall be
dated the date of their authentication.
All terms used and not otherwise defined in this permanent global Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
The Indenture and the Notes shall be construed in accordance with and
governed by the laws of the State of New York.
SECURITY REGISTRAR AND PAYING AGENT
SECURITY REGISTRAR AND PAYING AGENT
(subject to change)
Citibank, N.A.
111 Wall Street
5th Floor
Corporate Trust Services
New York, New York 10043
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion hereof specified below) pursuant to its
terms at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date specified below, to the undersigned
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(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid
; and specify the denomination or denominations (which shall be
in authorized denominations) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):
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Repayment Date:
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Date:
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(Signature)
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the 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.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- -------------------------------
:
:
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PLEASE PRINT OR TYPEWRITE 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:
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Signature
(Signature must correspond with the name as
written on the face of the within instrument
in every particular, without alteration or
enlargement or any change whatever.)
EXHIBIT A
Schedule of Exchanges