If the registered owner of this Note (as indicated below) is The
Depository Trust Company (the "Depositary") or a nominee of the
Depositary, this Note is a Global Security and the following
legend is applicable. THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A
TRANSFER OF THIS NOTE 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) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
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 1 PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.(1)
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN
OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF THE CORPORATION AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
REGISTERED
NUMBER FLR _______ $_________
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES ___
(Floating Rate)
CUSIP 63858S _________
ORIGINAL ISSUE DATE: BASE RATE:
STATED MATURITY DATE: (check one)
FINAL MATURITY DATE: ___CD Rate
INITIAL INTEREST RATE: ___Commercial
Paper Rate
INDEX MATURITY FOR INITIAL ___LIBOR
INTEREST RATE (IF DIFFERENT): ___Federal Funds
Rate
INDEX MATURITY: ___Prime Rate
INDEX MATURITY FOR FINAL ___Treasury Rate
INTEREST PAYMENT PERIOD ___CMT Rate
(IF DIFFERENT): CMT Telerate
Page:____
SPREAD: CMT Maturity
Index:___
SPREAD MULTIPLIER: ___Eleventh District Cost
MAXIMUM INTEREST RATE: of Funds Rate
MINIMUM INTEREST RATE:
___Other:
INTEREST PAYMENT DATES:
INTEREST RATE RESET DATES: This Note is
a Renewable
INTEREST RATE RESET PERIOD: Note.
INITIAL REDEMPTION DATE: See Attached Rider.
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTIONAL PAYMENT DATE(S):
CALCULATION AGENT: This Note is an
ADDITIONAL TERMS: Extendible Note.
See Attached Rider.
NationsBank Corporation, a corporation duly organized and
existing under the laws of the State of North Carolina (herein
called the "Corporation," which term includes any successor
corporation under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to
--------------
(1) Applies only if this Note is a Global Security.
____________________________________________________________
__, or registered assigns, the principal sum of
________________ DOLLARS on the Stated Maturity Date
specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest
thereon at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date
specified above and thereafter at a rate determined in
accordance with the provisions on the reverse hereof,
depending upon the appropriate Base Rate and Index Maturity
specified above, until the principal hereof is paid or duly
made available for payment. The Corporation will pay
interest on the Interest Payment Dates specified above,
commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, unless
the Original Issue Date occurs between a Regular Record
Date, as defined below, and the next succeeding Interest
Payment Date, in which case commencing on the Interest
Payment Date following the next succeeding Regular Record
Date, and on the Stated Maturity Date or Final Maturity Date
shown above (or any Redemption Date as defined on the
reverse hereof or any Optional Repayment Date with respect
to which any such option has been exercised, each such
Stated Maturity Date, Final Maturity Date, Redemption Date
and Optional Repayment Date being herein referred to as a
"Maturity Date" with respect to the principal repayable on
such date). Interest on this Note will accrue from the
Original Issue Date specified above until the principal
amount is paid and will be computed as hereinafter
described. Interest payable on this Note on any Interest
Payment Date or the Maturity Date will include interest
accrued from and including the next preceding Interest
Payment Date in respect of which interest has been paid or
duly provided for or, if no interest has been paid, from the
Original Issue Date specified above, to but excluding such
Interest Payment Date or Maturity Date, as the case may be;
provided, however, that if the Interest Rate Reset Period
with respect to this Note is daily or weekly, interest
payable on any Interest Payment Date or the Maturity Date
will include interest accrued from but excluding the Regular
Record Date through which interest has been paid to and
including the Regular Record Date next preceding such
Interest Payment Date, except that interest payable on any
such Maturity Date will include interest accrued to, but
excluding, such Maturity Date. If any Interest Payment Date
falls on a day which is not a Business Day, as defined
below, such Interest Payment Date shall be the following day
that is a Business Day, except that if the Base Rate is
LIBOR, if such next Business Day falls in the next
succeeding calendar month, such Interest Payment Date will
be the preceding day that is a Business Day; and if the
Maturity Date falls on a day which is not a Business Day,
principal or interest payable with respect to such Maturity
Date will be paid on the next succeeding Business Day with
the same force and effect as if made on such Maturity Date,
and no additional interest shall accrue for the period from
and after such Maturity Date. The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will be paid to the person in whose
2
name this Note (or one or more predecessor Notes evidencing all or
a portion of the same debt as this Note) is registered at the close
of business on the date 15 calendar days prior to such Interest
Payment Date, whether or not a Business Day (the "Regular Record
Date"); provided, however, that the first payment of interest on
any Note with an Original Issue Date, as specified above, between a
Regular Record Date and an Interest Payment Date or on an Interest
Payment Date will be made on the Interest Payment Date following
the next succeeding Regular Record Date to the person in whose name
this Note is registered at the close of business on such next
succeeding Regular Record Date; and provided, further, that
interest payable on the Maturity Date will be payable to the person
to whom the principal hereof shall be payable. Any such interest
not punctually paid or duly provided for shall be payable as
provided in the Indenture. As used herein, "Business Day" means
any day, other than a Saturday or Sunday, (i) on which banks in The
City of New York, Charlotte, North Carolina or ___________ are not
authorized or required by law to be closed and (ii) if the Base
Rate is LIBOR, is a day on which dealings in deposits on U.S.
dollars are transacted in the London interbank market.
The principal of and interest on this Note are payable
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 at the
office or agency of the Corporation designated as provided
in the Indenture; provided, however, that interest may be
paid, at the option of the Corporation, by check mailed to
the person entitled thereto at his address last appearing on
the registry books of the Corporation relating to the Notes.
Notwithstanding the preceding sentence, payments of
principal of and interest payable on the Maturity Date will
be made by wire transfer of immediately available funds to a
designated account maintained in the United States upon (i)
receipt of written notice by the Issuing and Paying Agent
from the holder hereof not less than one Business Day prior
to the due date of such principal and (ii) presentation of
this Note to the Issuing and Paying Agent at [NationsBank of
Georgia, National Association, as Issuing and Paying Agent,
600 Peachtree Street, Suite 900, Atlanta, Georgia 60608]
(the "Corporate Trust Office").
Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which shall have
the same effect as though fully set forth at this place.
Unless the Certificate of Authentication hereon has
been executed by the Trustee or an Authenticating Agent on
behalf of the Trustee by manual signature, this Note shall
not be entitled to any benefit under such Indenture or be
valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Corporation has caused this
Instrument to be duly executed, by manual or facsimile
signature, under its corporate seal or a facsimile thereof.
NATIONSBANK CORPORATION
By:________________________________
[SEAL] Title: Senior Vice President
ATTEST:
____________________________
Assistant Secretary
4
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated: ____________________________
The Bank of New York, as
Trustee
By: [NATIONSBANK OF GEORGIA,
NATIONAL ASSOCIATION, as
Authenticating Agent]
By:______________________
Authorized Signatory
5
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES ___
(Floating Rate)
This Medium-Term Note is one of a duly authorized
series of Securities of the Corporation unlimited in
aggregate principal amount (herein called the "Notes")
issued and to be issued under an Indenture dated as of
January 1, 1995 (herein called the "Indenture"), between the
Corporation and The Bank of New York, as Trustee (herein
called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the
Corporation, the Trustee and the holders of the Notes, and
the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is also one of the
Notes designated as the Corporation's Subordinated Medium-
Term Notes, Series ___, limited in aggregate principal
amount to [$____________]. The Notes may bear different
dates, mature at different times, bear interest at different
rates and vary in such other ways as are provided in the
Indenture.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE
NOTES, INCLUDING THE PRINCIPAL THEREOF AND INTEREST THEREON,
IS, TO THE EXTENT AND IN THE MANNER SET FORTH IN THE
INDENTURE, SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO ITS
OBLIGATIONS TO HOLDERS OF SENIOR INDEBTEDNESS, AS DEFINED IN
THE INDENTURE, AND EACH HOLDER OF THE NOTES, BY THE
ACCEPTANCE HEREOF, AGREES TO AND SHALL BE BOUND BY SUCH
PROVISIONS OF THE INDENTURE.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of
the holder only if Optional Repayment Date(s) are indicated
on the face hereof. IF NO OPTIONAL REPAYMENT DATES ARE SET
FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE SO REPAID AT
THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY
DATE. On any Optional Repayment Date, this Note shall be
repayable in whole or in part in increments of $1,000 at the
option of the holder hereof at a repayment price equal to
100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this
Note to be repaid in whole or in part at the option of the
holder hereof, this Note must be received, with the form
below entitled "Option to Elect Repayment" duly completed,
by the Issuing and Paying Agent at the Corporate Trust
Office, or such other address of which the Corporation shall
from time to time notify the holders of the Notes, not more
than 60 nor less than 30 days prior to an Optional Repayment
Date. Exercise of such repayment option by the holder
hereof shall be irrevocable.
6
This Note may be redeemed at the option of the Corporation on
any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). IF NO
INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE HEREOF, THIS NOTE
MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR TO THE
STATED MATURITY DATE. On and after the Initial Redemption Date, if
any, this Note may be redeemed at any time in whole or from time to
time in part in increments of $1,000 at the option of the
Corporation at the applicable Redemption Price (as defined below)
together with interest thereon payable to the Redemption Date, on
notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued
in the name of the Holder hereof upon the surrender hereof.
If this Note is redeemable at the option of the
Corporation, the "Redemption Price" shall initially be the
Initial Redemption Percentage, specified on the face hereof,
of the principal amount of this Note to be redeemed and
shall decline at each anniversary of the Initial Redemption
Date by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such
principal amount.
Accrued interest hereon shall be calculated by
multiplying the face amount hereof by an accrued interest
factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day from and
including Original Issue Date, or from but excluding the
last date to which interest has been paid, as the case may
be, to and including the date for which accrued interest is
being calculated. The interest factor (expressed as a
decimal) for each such day shall be computed by dividing the
interest rate in effect on such day by 360 or, in the case
of Notes having the Treasury Rate as their Base Rate, by the
actual number of days in the year.
The Base Rate (as defined herein) with respect to this
Note may be (i) the CD Rate, (ii) the Commercial Paper Rate,
(iii) LIBOR, (iv) the Federal Funds Rate, (v) the Prime
Rate, (vi) the Treasury Rate, (vii) the CMT Rate, (viii) the
Eleventh District Cost of Funds Rate or (ix) such other rate
as will be described on the face hereof and a rider to this
Note.
Except as described below, this Note will bear interest
at the rate determined by reference to the appropriate
interest rate basis (the "Base Rate") and Index Maturity
shown on the face hereof (i) plus or minus the Spread, if
any, or (ii) multiplied by the Spread Multiplier, if any,
specified on the face hereof. The interest rate in effect
on each day shall be (a) if such day is an Interest Reset
Date, the interest rate determined as of the Interest
Determination Date (as defined below) pertaining to such
Interest Reset Date or (b) if such day is not an Interest
Reset
7
Date, the interest rate determined as of the Interest
Determination Date pertaining to the next preceding Interest
Reset Date, provided that (i) the interest rate in effect
from the Original Issue Date to the first Interest Reset
Date shall be the Initial Interest Rate specified on the
face hereof, and (ii) the interest rate in effect for the
ten calendar days immediately prior to the Maturity Date
shall be the rate in effect on the tenth calendar day
preceding such Maturity Date. If any Interest Reset Date
would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next day that
is a Business Day, except that if the Base Rate specified on
the face hereof is LIBOR, if such next Business Day is in
the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day. The term
"Final Interest Payment Period" means the period from the
final Interest Reset Date to the Maturity Date.
The Interest Determination Date with respect to any
Note that has as its Base Rate the CD Rate, the Commercial
Paper Rate, the Federal Funds rate, the Prime Rate or the
CMT Rate will be the second Business Day preceding the
Interest Reset Date. The Interest Determination Date with
respect to LIBOR shall be the second London Banking Day (as
defined below) preceding the Interest Reset Date. The
Interest Determination Date with respect to the Eleventh
District Cost of Funds Rate will be the last Business Day of
the month immediately preceding such Interest Reset Date in
which the Federal Home Loan Bank of San Francisco (the
"FHLB") publishes such Index (as defined below); and the
Interest Determination Date with respect to the Treasury
Rate shall be the day of the week in which the Interest
Reset Date falls on which Treasury bills of the Index
Maturity specified on the face hereof normally would be
auctioned; provided, however, that if as a result of a legal
holiday an auction is held on the Friday of the week
preceding the Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and
provided, further, that if an auction shall fall on any
Interest Reset Date then the Interest Reset Date shall
instead be the first Business Day following such auction.
The "Calculation Date" pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth
calendar day after such Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business
Day, or (ii) the Business Day next preceding the applicable
Interest Payment Date or Maturity Date, as the case may be.
All percentages resulting from any calculation on the
Notes will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on
the Notes will be rounded to the nearest cent (with one-half
cent being rounded upward).
8
Determination of CD Rate. CD Rate means, with respect
to an Interest Determination Date (a "CD Rate Interest
Determination Date"), the rate on such CD Rate Interest
Determination Date for negotiable certificates of deposit
having the Index Maturity specified on the face hereof, as
such rate is published by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board") in
"Statistical Release H.15(519), Selected Interest Rates," or
any successor publication of the Federal Reserve Board
("H.15(519)"), under the heading "CDs (Secondary Market),"
or, if not so published by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate will be the rate on such CD
Rate Interest Determination Date for negotiable certificates
of deposit of the Index Maturity specified on the face
hereof, as published by the Federal Reserve Bank of New York
in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite
Quotations") under the heading "Certificates of Deposit."
If such rate is not published in either H.15(519) or the
Composite Quotations by 3:00 P.M., New York City time, on
such Calculation Date, then the CD Rate on such CD Rate
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 Rate 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 center banks of the highest
credit standing (in the market for negotiable certificates
of deposit) with a remaining maturity closest to the Index
Maturity specified on the face hereof in denominations of
$5,000,000; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting as set
forth above, the CD Rate for such CD Rate Interest
Determination Date will be the CD Rate in effect on such CD
Rate Interest Determination Date.
Determination of Commercial Paper Rate. The Commercial
Paper Rate means, with respect to an Interest Determination
Date (a "Commercial Paper Rate Interest Determination
Date"), the Money Market Yield (as defined below) of the
rate on such date for commercial paper having the Index
Maturity specified on the face hereof as published in
H.15(519) under the heading "Commercial Paper." In the
event such rate is not published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Commercial
Paper Rate Interest Determination Date, the Commercial Paper
Rate shall be the Money Market Yield on such Commercial
Paper Rate Interest Determination Date of the rate for
commercial paper having the Index Maturity specified on the
face hereof as published in Composite Quotations under the
heading "Commercial Paper." If such rate is not published
in either H.15(519) or Composite Quotations by 3:00 P.M.,
New York City time, on such Calculation Date, the Commercial
Paper Rate for that Commercial Paper Rate Interest
Determination Date shall be
9
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 such Commercial Paper Rate Interest
Determination Date of three leading dealers of commercial paper in
The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity specified on the face hereof
placed for an industrial issuer whose bond rating is "AA", or the
equivalent, by a nationally recognized statistical rating agency;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as set forth above, the
Commercial Paper Rate with respect to such Commercial Paper Rate
Interest Determination Date will be the Commercial Paper Rate then
in effect on such Commercial Paper Rate Interest Determination
Date.
"Money Market Yield" shall be the yield (expressed as a
percentage rounded to the nearest one ten-thousandth of a
percent, with five one hundred-thousandths of a percent
rounded upward) calculated in accordance with the following
formula:
Money Market Yield = D multiplied by 360 divided by the
difference between 360 and the product
of D multiplied by M, multiplied by 100
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.
Determination of LIBOR. LIBOR means the rate
determined by the Calculation Agent in accordance with the
following provisions:
(i) With respect to an Interest Determination
Date (a "LIBOR Interest Determination Date"), LIBOR
will be "LIBOR Telerate" unless "LIBOR Reuters" is
specified on the face of this Note or LIBOR Telerate is
not available. "LIBOR Telerate" is the rate for
deposits in the LIBOR Currency (as defined below)
having the Index Maturity specified on the face hereof
that appears on the Designated LIBOR Page (as defined
below) specified on the face hereof as of 11:00 A.M.
London time, on that LIBOR Interest Determination Date.
"LIBOR Reuters" is that rate which is the arithmetic
mean of the offered rates (unless the specified
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 LIBOR Currency having the
Index Maturity specified on the face hereof that 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.
If LIBOR cannot be determined under this clause (i),
LIBOR in respect of the related LIBOR Interest
Determination Date
10
will be determined as if the parties had specified the rate
described in clause (ii) below.
(ii) With respect to a LIBOR Interest
Determination Date on which LIBOR cannot be determined
under 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 LIBOR Currency for the period of the
Index Maturity specified on the face hereof 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 LIBOR
Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such
LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two
such quotations are provided, LIBOR for 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 (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
LIBOR 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 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 determined on such
LIBOR Interest determination Date will be LIBOR then in
effect on such LIBOR Interest Determination Date.
"LIBOR Currency" means the currency (including
composite currencies) specified on the face hereof for which
LIBOR shall be calculated. If no such currency is specified
on the face hereof, the LIBOR Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either (a) if "LIBOR
Telerate" is specified on the face hereof, the display on
the Dow Jones Telerate Service for the purpose of displaying
the London interbank rates of major banks for the applicable
LIBOR Currency or (b) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuters Monitor Money Rates
Service for the purpose of displaying the London interbank
rates of major banks for the applicable LIBOR Currency. If
neither LIBOR Telerate nor LIBOR Reuters is specified on the
face hereof, LIBOR for the applicable LIBOR Currency will be
determined as if LIBOR Telerate (and, if the U.S. dollar is
the LIBOR Currency, LIBO Page) had been specified.
11
"Principal Financial Center" shall generally be the
capital city of the country of the specified LIBOR Currency,
except that with respect to U.S. dollars, Deutsche Marks and
ECUs, the Principal Financial Center shall be The City of
New York, Frankfurt and Luxembourg, respectively.
Determination of Federal Funds Rate. The Federal Funds
Rate means, with respect to an Interest Determination Date
(a "Federal Funds Rate Interest Determination Date"), the
rate on that date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)." If
H.15(519) is not so published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Federal
Funds Rate Interest Determination Date, the Federal Funds
Rate will be the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate." If such
rate is not yet published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Rate
Interest Determination Date, the Federal Funds Rate for such
Federal Funds Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in
overnight Federal Funds as of 9:00 A.M., New York City time,
on such Federal Funds Rate Interest Determination Date
quoted by each of three leading brokers of Federal Funds
transactions in The City of New York selected by the
Calculation Agent; provided, however, that if fewer than
three such brokers are so quoting such rates, the Federal
Funds Rate with respect to such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate then in
effect on such Federal Funds Rate Interest Determination
Date.
Determination of Prime Rate. Prime Rate means, with
respect to an Interest Determination Date (a "Prime Rate
Interest Determination Date"), the rate set forth on such
date in H.15(519) under the heading "Bank Prime Loan," or if
not so published prior to 9:00 A.M. New York City time, on
the Calculation Date pertaining to such Prime Rate Interest
Determination Date, then the Prime Rate will be determined
by the Calculation Agent and will be the arithmetic mean of
the rates of interest publicly announced by each bank that
appears on the Reuters Screen NYMF Page (as defined below)
as such bank's prime rate or base lending rates as in effect
for that Prime Rate Interest Determination Date. If fewer
than four such rates but more than one such rate appear on
the Reuters Screen NYMF Page for the Prime Rate Interest
Determination Date, the Prime Rate will be determined 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 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 as
selected by the Calculation Agent. If fewer than two such
quotations are provided, the Prime Rate shall be
12
determined by the Calculation Agent as of the close of business on
the Prime Rate Interest Determination Date, on the basis of the
prime rates, as of the close of business on such date, 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 $500 million 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 selected as aforesaid are not quoting as
mentioned in this sentence, the Prime Rate for such Prime Rate
Interest Determination Date will be the Prime Rate then in effect
on such Prime Rate Interest Determination Date.
"Reuters Screen NYMF Page" means the display designated
as page "NYMF" on the Reuters Monitor Money Rates Service
(or such other page as may replace the NYMF page on that
service for the purpose of displaying prime rates or base
lending rates of major United States banks).
Determination of Treasury Rate. Treasury Rate means,
with respect to an Interest Determination Date (a "Treasury
Rate Interest Determination Date"), the rate for the auction
held on such Treasury Rate Interest Determination Date of
direct obligations of the United States ("Treasury Bills")
having the Index Maturity specified on the face hereof, as
published in H.15(519) under the heading "U.S. Government
Securities -- Treasury Bills -- auction average
(investment)." If such rate is not published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to
such Treasury Rate Interest Determination Date, the Treasury
Rate will be the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) on such Treasury
Rate Interest Determination Date as otherwise announced by
the United States Department of the Treasury. In the event
that the results of the auction of Treasury bills having the
Index Maturity specified on the face hereof are not reported
as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held on such
Treasury Rate Interest Determination Date, then the Treasury
Rate for such Treasury Rate Interest Determination Date
shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Rate
Interest Determination Date, of three leading primary United
States government securities dealers selected by the
Calculation Agent, for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity 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 Rate
13
Interest Determination Date will be the Treasury Rate then in
effect on such Treasury Rate Interest Determination Date.
Determination of CMT Rate. CMT Rate means with respect
to an Interest Determination Date relating to a CMT Rate
Note or any Floating Rate Note for which the interest rate
is determined by reference to the CMT Rate (a "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 7055, the rate on such CMT Rate
Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as
applicable, ended immediately preceding the week in which
the Related CMT Rate Interest Determination Date occurs. If
such rate is no longer displayed on the relevant page, or if
not displayed by 3:00 p.m., New York City time, on the
related Calculation Date, then the CMT Rate for such 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 if not published 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 (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 for 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 the CMT Interest Determination
Date reported, according to their written records, by three
leading primary United States government securities dealers
(each a "Referenced Dealer") in The City of New York
selected by the Calculation Agent (from five such Referenced
Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for the most recently issued
direct, non-callable fixed rate obligations of the United
States ("Treasury Note") 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 for such CMT Rate Interest Determination
14
Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary
market side offer prices as of approximately 3:30 p.m. New York
City time on the CMT Rate Interest Determination Date of three
Referenced Dealers in The City of New York (from five such
Referenced Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the even of equality, one
of the highest) and lowest quotation (or, in the event of equality,
one of the lowest)), for Treasury Notes with 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 Referenced
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 lowest of such quotes will be eliminated;
provided however, that if fewer than three Referenced Dealers
selected by the Calculation Agent are quoting as described herein,
the CMT Rate will be the CMT Rate in effect on such CMT Rate
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 CMT Rate Note with the shorter
remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the
Dow Jones Telerate Service on the page designated on the
face of this Note (or any other page as may replace such
page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), or the
purpose of displaying Treasury Constant Maturity as reported
in H.15(519). If no such page is specified, 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
1, 2, 3, 5, 7, 10, 20 or 30 years) specified on the fact of
this Note with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face of
this Note, the Designated CMT Maturity Index shall be two
years.
Determination of Eleventh District Cost of Funds Rate.
Eleventh District Cost of Funds Rate means, with respect to
an Interest Determination Date relating to an Eleventh
District Cost of Funds Rate (an "Eleventh District Cost of
Funds Rate Interest Determination Date"), the rate equal to
the monthly weighted average cost of funds for the calendar
month preceding such Eleventh District Cost of Funds Rate
Interest Determination Date as set forth under the caption
"Eleventh District" on Telerate page 7058 as of 11:00 a.m.,
San Francisco time, on such Eleventh District Cost of Funds
Rate Interest Determination Date. If such rate does not
appear on the Telerate page 7058 on any related Eleventh
District Cost of Funds Rate Interest Determination Date,
15
the Eleventh District Cost of Funds Rate for such Eleventh District
Cost of Funds Rate Interest Determination Date shall 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 Eleventh District
Cost of Funds Rate Interest Determination Date, then the Eleventh
District Cost of Funds Rate for such Eleventh District Cost of
Funds Rate Interest Determination Date will be the Eleventh
District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date. "Telerate Page
7058" means the display on the Dow Jones Telerate Service on such
page (or such other page as may replace such page on the service
for the purpose of displaying the Eleventh District Cost of Funds
Rate) for the purpose of displaying the monthly average cost of the
funds paid by member institutions of the Eleventh Federal Home Loan
Bank District.
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, specified on
the face hereof. The Calculation Agent shall calculate the
interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The interest rate on this
Note will 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.
At the request of the holder hereof, the Calculation
Agent will provide to the holder hereof the interest rate
hereon then in effect and, if determined, the interest rate
which will become effective as of the next Interest Reset
Date.
If an Event of Default (defined in the Indenture as
certain events involving the bankruptcy of the Corporation)
shall occur with respect to the Notes, the principal of all
the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture. There is no
right of acceleration provided in the Indenture in case of a
default in the payment of interest or the performance of any
other covenant by the Corporation.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Corporation and the
rights of the holders of the Notes under the Indenture at
any time by the Corporation with the consent of the holders
of not less than 66 2/3% in aggregate principal amount of
the Notes then outstanding and all other Securities then
outstanding under the Indenture and affected by such
amendment and modification. The Indenture also contains
provisions permitting the holders of a majority in
16
aggregate principal amount of the Notes then outstanding and all
other Securities then outstanding under the Indenture and affected
thereby, on behalf of the holders of all such Securities, to waive
compliance by the Corporation with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this
Note shall be conclusive and binding upon such holder and upon all
future holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange here for 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 shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this
Note at the time, place and rate, and in the coin or
currency, herein prescribed.
No recourse shall be had for the payment of the
principal of or the interest on this Note, or for any claim
based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture or any indenture supplemented
thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the
Corporation or any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for issue hereof,
expressly waived and released.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may
be registered on the registry books of the Corporation
relating to the Notes, upon surrender of this Note for
registration of transfer at the office or agency of the
Corporation designated by it pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Corporation and the
Trustee duly executed by, the holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture, and subject to
certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the
holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Corporation
may require payment of
17
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer
of this Note, the Corporation, the Issuing and Paying Agent
and any agent of the Corporation or the Issuing and Paying
Agent may treat the entity in whose name this Note is
registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither
the Corporation, the Issuing and Paying Agent nor any such
agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
[NOTES ISSUED AND OUTSTANDING PURSUANT TO A BOOK-ENTRY
SYSTEM SHALL BE DEEMED TO CONTAIN THE FOLLOWING PARAGRAPH:
The Notes are being issued by means of a book-entry system
with no physical distribution of certificates to be made
except as provided in the Indenture. The book-entry system
maintained by Depository Trust Company ("DTC") will evidence
ownership of the Notes, with transfers of ownership effected
on the records of DTC and its participants pursuant to rules
and procedures established by DTC and its participants. The
Corporation will recognize Cede & Co., as nominee of DTC,
while the registered Owner of the Notes, as the owner of the
Notes for all purposes, including payment of principal and
interest, notices and voting. Transfer of principal and
interest to participants of DTC will be the responsibility
of DTC, and transfer of principal and interest to beneficial
owners of the Notes by participants of DTC will be the
responsibility of such participants and other nominees of
such beneficial owners. So long as the book-entry system is
in effect, the selection of any Notes to be redeemed will be
determined by DTC pursuant to rules and procedures
established by DTC and its participants. The Corporation
will not be responsible or liable for such transfers of
payments or for maintaining, supervising or reviewing the
records maintained by DTC, its participants or persons
acting through such participants.]
18
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of the interim Note, shall be
construed as though they were written out in full according
to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT--.............Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in
the above list.
_____________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE]
Please Insert Social Security or Other
Identifying Number of Assignee:
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
Attorney to transfer said
Note on the books of the Corporation, with full power of
substitution in the premises.
Dated:_________________________ _________________________
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the within Note in
every particular, without alteration or enlargement, or any
change whatever and must be guaranteed.
19
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion
hereof specified below) pursuant to its terms at a price
equal to the principal amount hereof together with interest
to the repayment date, to the undersigned, at
________________________________
____________________________________________________________
(Please print or typewrite name and address of the
undersigned)
For this Note to be repaid, the Trustee (or the Paying
Agent on behalf of the Trustee) must receive at
______________, or at such other place or places of which
the Corporation shall from time to time notify the Holder of
this Note, not more than 60 nor less than 30 days prior to
an Optional Repayment Date, if any, shown on the face of
this Note, this Note with this "Option to Elect Repayment"
form duly completed.
If less than the entire principal amount of this Note
is to be repaid, specify the portion hereof (which shall be
in increments of $1,000) which the Holder elects to have
repaid and specify the denomination or denominations (which
shall be $__________ or an integral multiple Of $1,000 in
excess of $__________) of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be
issued for the portion not
being repaid).
$___________________ ___________________________________
NOTICE: The signature on this
Option to Elect Repayment must
Date:_______________ correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.]
20
RENEWABLE NOTE RIDER
The Corporation and the purchaser of this Note have
agreed that this Note is a Renewable Note which initially
matures on the Stated Maturity Date shown on the face of
this Note. At each Renewal Date, the maturity of this Note
will be automatically extended to the corresponding New
Maturity Date unless the holder of this Note delivers a
completed Extension Termination Notice to the Trustee or the
Paying Agent on behalf of the Trustee not less than 15 nor
more than 30 days prior to the applicable Renewal Date. The
Extension Termination Notice may specify all or a portion of
the outstanding principal amount of the Note so long as the
principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000. Upon timely
delivery of such Extension Termination Notice, the term of
the principal amount of this Note subject to such notice
will be deemed automatically to mature on the Stated
Maturity Date or the then applicable New Maturity Date, as
the case may be. The remaining principal balance of such
Note, if any, will be deemed to automatically be extended to
the corresponding New Maturity Date but in no circumstances
may such maturity be extended beyond the Final Maturity
Date. Notwithstanding any such extension, the interest rate
applicable to this Note will continue to be calculated as
set forth in this Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
Renewal Date (s) New Maturity Date(s)
21
EXTENDIBLE NOTE RIDER
The Corporation and the purchaser of this Note have
agreed that this Note is an Extendible Note, whereby the
Corporation has the option to extend the maturity of this
Note by delivery to the Trustee (or any duly authorized
Paying Agent) of an Extendible Option Notice under the terms
of this Note as supplemented by this Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice Extended
Due Date Maturity Date
The Corporation may exercise its option with respect to
an Extendible Note by delivery to the Trustee (or any duly
appointed Paying Agent) of an Extendible Option Notice at
least 45 but not more than 60 days prior to the Stated
Maturity Date originally in effect with respect to such Note
or, if the Stated Maturity Date of such Note has already
been extended, the Extended Maturity Date then in effect.
After such receipt and not later than 40 days prior to the
Stated Maturity Date or an Extended Maturity Date, as the
case may be (each, a "Maturity Date"), the Trustee (or any
duly appointed Paying Agent) will mail first class mail,
postage prepaid, to the holder of such Extendible Note a
notice (the "Extension Notice") relating to such extension
period (the "Extension Period") setting forth (i) the
election of the Corporation to extend the maturity of such
Extendible Note, (ii) the new Extended Maturity Date, (iii)
in the case of a Fixed Rate Note, the interest rate
applicable to the Extension Period or, in the case of a
Floating Rate Note, the Spread and/or Spread Multiplier
applicable to the Extension Period, and (iv) the provisions,
if any, for redemption during the Extension Period,
including the date or dates on which, the period or periods
during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the
mailing by the Trustee (or any duly appointed Paying Agent)
of an Extension Notice to the holder of an Extendible Note,
the maturity of such Note shall be extended automatically as
set forth in the Extension Notice, and, except as modified
by the Extension Notice and as described in the next
paragraph, such Extendible Note will have the same terms as
prior to the mailing of such Extension Notice.
22
Notwithstanding the foregoing, not later than 20 days
prior to the Maturity Date for an Extendible Note (or, if
such date is not a Business Day, on the immediately
succeeding Business Day), the Corporation may, at its
option, revoke the interest rate, in the case of a Fixed
Rate Note, or the Spread and/or Spread Multiplier, in the
case of a Floating Rate Note, provided for in the Extension
Notice and establish a higher interest rate, in the case of
a Fixed Rate Note, or a higher Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, for the
Extension period by mailing or causing the Trustee (or any
duly appointed Paying Agent) to mail notice of such higher
interest rate or higher Spread and/or Spread Multiplier, as
the case may be, first class mail, postage prepaid, to the
holder of such Note. Such notice shall be irrevocable. All
Extendible Notes with respect to which the Maturity Date is
extended will bear such higher interest rate, in the case of
a Fixed Rate Note, or higher Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, for the
Extension Period.
If the Corporation elects to extend the maturity of an
Extendible Note, the holder of such Note will have the
option to elect repayment of such Note by the Corporation on
the Maturity Date then in effect at a price equal to the
principal amount thereof plus any accrued and unpaid
interest to such date. In order for an Extendible Note to
be so repaid on the Maturity Date, the Corporation must
receive, at least 15 days but not more than 30 days prior to
the Maturity Date then in effect with respect to the Note,
(i) the Note with the form "Option to Elect Repayment" on
the reverse of the Note duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a
national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust
company in the United States setting forth the name of the
holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate
number or a description of the tenor and terms of the Note,
a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Note to be
repaid, together with the duly completed form entitled
"Option to Elect Repayment" attached to the Note, will be
received by the Trustee (or any duly appointed Paying Agent)
not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter, provided,
however, that such telegram, telex, facsimile transmission
or letter shall only be effective if such Note and duly
completed form are received by the Trustee (or any duly
appointed Paying Agent) by such fifth Business Day. Such
option may be exercised by the holder of an Extendible Note
for less than the aggregate principal amount of the Note
then outstanding, provided that the principal amount of the
Note remaining outstanding after repayment is an integral
multiple of $1,000.
23