Exhibit 4.3(b)
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized representative
of The Depositary 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 Depositary 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.
REGISTERED REGISTERED
U.S. Bancorp Principal Amount:
No. JB- Medium-Term Note, Series J (Senior) $
(Global Floating Rate Note) CUSIP
No.
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL INTEREST RATE: SPREAD:
INTEREST RATE BASIS (and, if SPREAD MULTIPLIER:
applicable, related Interest Periods):
[_] Commercial Paper Rate REDEMPTION TERMS:
[_] Federal Funds Rate
[_] LIBOR
[_] Prime Rate
[_] Eleventh District Cost
of Funds Rate
[_] CD Rate
[_] Treasury Rate
[_] Fixed Rate
[_] J.J. Kenny Rate
[_] CMT Rate
[_] Other (see "Other Terms") OTHER TERMS:
INDEX MATURITY:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET DATES:
INTEREST PAYMENT DATES:
U.S. BANCORP, a corporation duly organized and existing under the laws of
Delaware (herein called the "Company", which term includes any successor Person
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date, and to pay interest thereon from the Original Issue
Date shown above or, except as otherwise specified below, from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, on each Interest Payment Date shown above, commencing with the
Interest Payment Date immediately following the Original Issue Date, at the rate
per annum determined in accordance with the provisions below relating to the
applicable Interest Rate Basis specified above, until the principal hereof is
paid or made available for payment; provided, however, that if the Original
Issue Date is after a Regular Record Date and on or before the immediately
following Interest Payment Date, interest payments will commence on the Interest
Payment Date following the next succeeding Regular Record Date. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date
will as provided in such Indenture be paid to the Person in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which, unless otherwise specified under
"Other Terms" above, shall be the fifteenth calendar day (whether or not a
Business Day) next preceding such Interest Payment Date; provided, however, that
interest payable on the Maturity Date of this Note or any applicable Redemption
Date shall be payable to the Person to whom principal shall be payable. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder hereof on such Regular Record Date and may be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
the Holder of this Note not less than 10 days prior to such Special Record Date.
In the event that any Maturity Date is not a Business Day, the principal
otherwise payable on such date will be paid on the next succeeding Business Day
with the same force and effect as if made on such Maturity Date, except that, in
the case of a LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Maturity Date shall be the immediately preceding Business
Day. In the event that any Interest Payment Date or any applicable Redemption
Date is not a Business Day, such Interest Payment Date or Redemption Date shall
be postponed to the next day that is a Business Day, except that, in the case of
a LIBOR Note, if such Business Day is in the next succeeding calendar month,
such Interest Payment Date or Redemption Date shall be the immediately preceding
Business Day. Payment of the principal of
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(and premium, if any) and interest on this Note will be made at the office or
agency of the Company maintained for that purpose 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. Payment of the principal of (and premium, if any) and interest on this
Note due on the Maturity Date or any applicable Redemption Date will be made in
immediately available funds upon presentation of this Note. If possible
Redemption Dates or periods within which Redemption Dates may occur and the
related Redemption Prices (expressed as percentages of the principal amount of
this Note) are set forth above under "Redemption Terms", this Note is subject to
redemption, in whole or in part, at the option of the Company prior to the
Maturity Date upon not less than 30 nor more than 60 days' notice.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to below by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
U.S. BANCORP
Dated: By
------------------------------------------
Chairman and President
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Attest
--------------------------------------
This is one of the Securities of the series Secretary
designated herein and issued pursuant
to the within-mentioned Indenture.
CITIBANK, N.A., as Trustee
By
-----------------------------------
Authorized Signatory
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By
-----------------------------------
Authorized Officer
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U.S. BANCORP
Medium-Term Note, Series J (Senior)
(Global Floating Rate Note)
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Notes"), issued or to be issued in one or more series under
an Indenture dated as of October 1, 1991 (herein called the "Indenture"),
between the Company and Citibank, N.A. as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), to which
Indenture and all Indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and the
terms upon which the Notes are, and are to be, authenticated and delivered. This
Note is one of the series designated herein. By the terms of the Indenture,
additional Notes of this series and of other separate series, which may vary as
to date, amount, Stated Maturity, interest rate or method of calculating the
interest rate and in other respects as therein provided, may be issued in an
unlimited principal amount.
Redemption
If possible Redemption Dates or periods within which Redemption Dates may
occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption prior to the Maturity Date upon not less than
30 nor more than 60 days' notice by mail to the Person in whose name this Note
is registered at such address as shall appear in the registry books of the
Company, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company, at the
applicable Redemption Price so specified, together with accrued interest to the
Redemption Date, provided, however, that installments of interest whose Stated
Maturity is on or prior to such Redemption Date will be payable in the case of
any such redemption to the Holder of this Note (or one or more predecessor
Notes) at the close of business on the relevant Record Dates referred to above,
all as provided in the Indenture. In the event of redemption of this Note in
part only, a new Note of this series and of like tenor of an authorized
denomination for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof. Unless otherwise specified above,
under "Redemption Terms", this Note is not subject to any sinking fund.
Interest Provisions
Commencing with the Interest Reset Date specified above, first following
the Original Issue Date specified above, the rate at which this Note bears
interest will be
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reset daily, weekly, monthly, quarterly, semi-annually or annually (the date on
which each such reset occurs, an "Interest Reset Date"). Unless otherwise
specified above under "Other Terms", the Interest Reset Date will be as follows:
in the case of Notes which are reset daily, each Business Day; in the case of
Notes (other than Treasury Rate Notes) which are reset weekly, Wednesday of each
week; in the case of Treasury Rate Notes which are reset weekly, Tuesday of each
week (except if the auction date falls on a Tuesday, then the next Business Day,
as provided below); in the case of Notes (other than Eleventh District Cost of
Funds Rate Notes) which are reset monthly, the third Wednesday of each month; in
the case of Eleventh District Cost of Funds Rate Notes (all of which reset
monthly), the first Business Day of each month; in the case of Notes which are
reset quarterly, the third Wednesday of March, June, September and December of
each year; in the case of Notes which are reset semi-annually, the third
Wednesday of the two months of each year as indicated above, by the Interest
Reset Dates; and in the case of Notes which are reset annually, the third
Wednesday of the month of each year as indicated above, by the Interest Reset
Dates. Unless otherwise specified above, the interest rate determined with
respect to any Interest Determination Date (as defined below) will become
effective on and as of the next succeeding Interest Reset Date; provided,
however, that the interest rate in effect from the date of issue to the first
Interest Reset Date with respect to this Note (the "Initial Interest Rate") will
be as set forth above. If any Interest Reset Date for any Note would otherwise
be a day that is not Business Day, such Interest Reset Date shall be postponed
to the next day that is a Business Day, except that in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day. Subject to
applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note shall be the rate determined in
accordance with the provisions of the applicable heading below.
Determination of Commercial Paper Rate
If the Interest Rate Basis specified above with respect to any Interest
Period (as defined below) is the Commercial Paper Rate, this Note is a
"Commercial Paper Rate Note" with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to
such Interest Period shall be the Commercial Paper Rate plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable Commercial Paper Interest Determination
Date (as defined below).
Unless otherwise specified in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Commercial Paper Interest
Determination Date, the Money Market Yield (calculated as described below) of
the rate on that date for commercial paper having the Index Maturity specified
in the applicable Pricing Supplement as such rate is released by the Board of
Governors of
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the Federal Reserve System as reported on page 133 (or other applicable page) of
Telerate Data Service, under the heading "Dealer Commercial Paper." If by 3:00
p.m., New York City time, on the Calculation Date (as defined below) pertaining
to such Commercial Paper Interest Determination Date such rate is not so
reported on Telerate Data Service, then the Commercial Paper Rate shall be the
Money Market Yield of the rate on that Commercial Paper Interest Determination
Date for commercial paper having such Index Maturity designated in the
applicable Pricing Supplement as published by the Federal Reserve Bank of New
York in its daily statistical release, "Composite 3:30 p.m. Quotations for U.S.
Government Securities" (or any successor publication published by the Federal
Reserve Bank of New York) ("Composite Quotations") under the heading "Commercial
Paper -- Non-Financial." If by 3:00 p.m., New York City time, on such
Calculation Date such rate is not so published in Composite Quotations, the
Commercial Paper Rate for that Commercial Paper Interest Determination Date
shall be calculated by the Calculation Agent and shall be the Money Market Yield
of the arithmetic mean of the offered rates of three leading dealers of
commercial paper in the City of New York selected by the Calculation Agent as of
11:00 a.m., New York City time, on that Commercial Paper Interest Determination
Date, for commercial paper having such Index Maturity specified in the
applicable Pricing Supplement placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized securities rating
agency; provided, however, that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Commercial Paper Rate determined as of such Commercial Paper Interest
Determination Date will remain the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for the 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 Federal Funds Rate
If the Interest Rate Basis specified above with respect to any Interest
Period is the Federal Funds Rate, this Note is a "Federal Funds Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Federal Funds Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified
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above, as determined on the applicable Federal Funds Interest Determination Date
(as defined below).
Unless otherwise specified above under "Other Terms", "Federal Funds Rate"
means, with respect to any Federal Funds Interest Determination Date (as defined
below), the rate on that day for Federal Funds as released by the Board of
Governors of the Federal Reserve System as reported on page 120 (or other
applicable page) of the Telerate Data Service under the heading "Fed Funds
Effective" or, if not so reported on the Telerate Data Service by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, then the Federal Funds Rate will be the rate on
such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If such rate is not
so published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Federal Funds Interest Determination Date, the Federal Funds
Rate for such Federal Funds 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 arranged by three leading dealers of
Federal Funds transactions in the City of New York selected by the Calculation
Agent as of 3:00 p.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if fewer than three dealers selected
as aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Federal Funds Rate will remain the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date.
Determination of LIBOR
If the Interest Rate Basis specified above with respect to any Interest
Period is LIBOR, this Note is a "LIBOR Note" with respect to such Interest
Period and the interest rate with respect to this Note for any Interest Reset
Date relating to such Interest Period shall be LIBOR plus or minus the Spread,
if any, or multiplied by the Spread Multiplier, if any, as specified above, as
determined on the applicable LIBOR Interest Determination Date (as defined
below).
Unless otherwise specified above under "Other Terms", "LIBOR" will be
determined by the Calculation Agent in accordance with the following provisions:
(i) With respect to a LIBOR Interest Determination Date (as defined below),
LIBOR will be determined on the basis of the offered rates for deposits in U.S.
dollars having the Index Maturity specified above, commencing on the second
Business Day immediately following that LIBOR Interest Determination Date, that
appears as of 11:00 a.m. London time on such LIBOR Interest Determination Date
on page 3750 (or other applicable page) of the Telerate Data Service, or such
other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits. If no
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rate is reported by the Telerate Data Service, then LIBOR in respect of that
LIBOR Interest Determination Date will be determined as specified in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which no rate
is reported by the Telerate Data Service as specified in (i) above, LIBOR will
be determined on the basis of the rates at which deposits in U.S. dollars are
offered by four major banks in the London interbank market selected by the
Calculation Agent (the "Reference Banks") at approximately 11:00 a.m., London
time, on that LIBOR Interest Determination Date to prime banks in the London
interbank market having the Index Maturity specified above commencing on the
second Business Day immediately following that LIBOR Interest Determination Date
and in a principal amount, not less than U.S. $1,000,000, that, in the judgment
of the Calculation Agent, is representative for a single transaction in such
market at such time. The Calculation Agent will request the principal London
office of each of such Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted by three
major banks in The City of New York selected by the Calculation Agent at
approximately 11:00 a.m., New York City time, on that LIBOR Interest Determinate
Date for loans in U.S. dollars to leading European banks, having the Index
Maturity specified above, commencing on the second Business Day immediately
following that LIBOR Interest Determination Date and in a principal amount, not
less than U.S. $1,000,000, that, in the judgment of the Calculation Agent, is
representative for a single transaction in such market at such time; provided,
however, that if fewer than three banks in The City of New York selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
LIBOR with respect to such LIBOR Interest Determination Date will remain LIBOR
in effect on such LIBOR Interest Determination Date.
Determination of Prime Rate
If the Interest Rate Basis specified above with respect to any Interest
Period is the Prime Rate, this Note is a "Prime Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the Prime Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above, as determined on the applicable Prime Interest Determination
Date (as defined below).
Unless otherwise specified above under "Other Terms", "Prime Rate" means,
with respect to any Prime Interest Determination Date, the arithmetic mean of
the prime rates or base rates for commercial loans 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 Interest Determination Date by three major money center
banks in The
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City of New York selected by the Calculation Agent (after consultation with the
Company). If fewer than three quotations are provided, the Prime Rate shall be
calculated by the Calculation Agent and shall be determined as the arithmetic
mean on the basis of the prime rates or base rates for commercial loans quoted
in The City of New York on such date by three 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 $500,000,000 and
being subject to supervision or examination by a federal or state authority,
selected by the Calculation Agent (after consultation with the Company);
provided, however, that if fewer than three banks or trust companies selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Prime Rate will remain the Prime Rate in effect on such Prime Interest
Determination Date.
Determination of Eleventh District Cost of Funds Rate
If the Interest Rate Basis specified above with respect to any Interest
Period is the Eleventh District Cost of Funds Rate, this Note is an "Eleventh
District Cost of Funds Rate Note" with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to
such Interest Period shall be the Eleventh District Cost of Funds Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified above, as determined on the applicable Eleventh District Cost of Funds
Interest Determination Date (as defined below).
Unless otherwise specified above under "Other Terms", "Eleventh District
Cost of Funds Rate" means, with respect to any Eleventh District Cost of Funds
Interest Determination Date, the monthly weighted average cost of funds for the
calendar month immediately preceding the month in which such Eleventh District
Cost of Funds Interest Determination Date falls, as reported on page 7058 (or
other applicable page) of the Telerate Data Service, under the heading "11th
District" as of 11:00 a.m. San Francisco time, on such Eleventh District Cost of
Funds Interest Determination Date. If such rate is not so reported on the
Telerate Data Service on any related Eleventh District Cost of Funds Interest
Determination Date, the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds 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 Federal
Home Loan Bank of San Francisco (the "District Bank") as such cost of funds for
the calendar month immediately preceding the date of such announcement. If the
District Bank fails to announce such rate for the calendar month immediately
preceding such Eleventh District Cost of Funds Interest Determination Date, then
the Eleventh District Cost of Funds Rate determined as of such Eleventh District
Cost of Funds Interest Determination Date will be the Eleventh District Cost of
Funds Rate in effect on such Eleventh District Cost of Funds Interest
Determination Date.
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Determination of the CD Rate
If the Interest Rate Basis specified above with respect to any Interest
Period is the CD Rate, this Note is a "CD Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the CD Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable CD Interest Determination Date (as
defined below).
Unless otherwise specified above under "Other Terms", "CD Rate" means, with
respect to any CD Interest Determination Date, the rate on such date for
negotiable certificates of deposit having the Index Maturity specified above as
such rate is released by the Board of Governors of the Federal Reserve System as
reported on page 120 (or other applicable page) of the Telerate Data Service
under the heading "Certs of Deposit". If by 3:00 p.m., New York City time, on
the Calculation Date pertaining to such CD Interest Determination Date, such
rate is not so reported on the Telerate Data Service, then the CD Rate shall be
the rate on such CD Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified above as published in Composite
Quotations under the heading "Certificates of Deposit". If by 3:00 p.m., New
York City time, on such Calculation Date such rate is not so published in
Composite Quotations, the CD Rate for that CD Interest Determination Date shall
be calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates as of 3:00 p.m., New York City time, on such CD
Interest Determination Date, of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major U.S. money
market banks which are then rated A-1+ by Standard & Poor's Ratings Group and
P-1 by Moody's Investor Service with a remaining maturity closest to the Index
Maturity specified above in denominations of $5,000,000; provided, however, that
if fewer than three dealers selected as aforesaid by the Calculation Agent are
quoting as specified in this sentence, the CD Rate will remain the CD Rate in
effect on such CD Interest Determination Date.
Determination of Treasury Rate
If the Interest Rate Basis specified above with respect to any Interest
Period is the Treasury Rate, this Note is a "Treasury Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Treasury Rate
plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if
any, as specified above, as determined on the applicable Treasury Interest
Determination Date (as defined below).
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Unless otherwise specified above under "Other Terms", "Treasury Rate"
means, with respect to any Treasury Interest Determination Date (as defined
below), the rate for the most recent auction of direct obligations of the United
States ("Treasury bills") having the Index Maturity specified above as such rate
is released by the Board of Governors of the Federal Reserve System as reported
on page 56 or 57 (or other applicable page) of the Telerate Data Service under
the heading "Avge Invest Yield" or, if not so reported on the Telerate Data
Service by 3:00 p.m., New York City time, on the Calculation Date pertaining to
such Treasury Interest Determination Date, such rate as published in
"Statistical Release H.15(519), Selected Interest Rates", or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "U.S. Government Securities--Treasury
Bills--auction average (investment)" or, if not so published in H.15(519) by
3:00 p.m., New York City time, on the Calculation Date pertaining to such
Treasury Interest Determination Date, then 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) as otherwise announced by the United Stated
Department of the Treasury. In the event that the results of the auction of
Treasury bills having an Index Maturity specified above are not otherwise
reported as provided above by 3:00 p.m., New York City time, on such Calculation
Date or no such auction is held in a particular week, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of 3:30 p.m., New York City time, on such
Treasury 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 above; provided, however, that if fewer than three dealers selected as
aforesaid by the Calculation Agent are quoting as specified in this sentence,
the Treasury Rate with respect to such Treasury Interest Determination Date will
remain the Treasury Rate in effect on such Treasury Interest Determination Date.
Determination of J.J. Kenny Rate
If the Interest Rate Basis specified above with respect to any Interest
Period is the J.J. Kenny Rate, this Note is a "J.J. Kenny Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the J.J.
Kenny Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified above, as determined on the applicable J.J.
Kenny Interest Determination Date (as defined below).
Unless otherwise specified above under "Other Terms", "J. J. Kenny Rate"
means, with respect to any J. J. Kenny Interest Determination Date (as defined
below), the rate in the high grade weekly index (the "Weekly Index") on such
date
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made available by Kenny Information Systems ("Kenny") to the Calculation
Agent. The Weekly Index shall be based upon 30-day yield evaluations at par of
bonds, the interest of which is exempt from Federal income taxation under the
Internal Revenue Code of 1986, as amended, of not less than five high grade
component issuers selected by Kenny which shall include, without limitation,
issuers of general obligation bonds. The specific issuers included among the
component issuers may be changed from time to time by Kenny in its discretion.
The bonds on which the Weekly Index is based shall not include any bonds on
which the interest is subject to a minimum tax or similar tax under the Internal
Revenue Code of 1986, as amended, unless all tax-exempt bonds are subject to
such tax. In the event Kenny ceases to make available such Weekly Index, a
successor indexing agent will be selected by the Calculation Agent, such index
to reflect the prevailing rate for bonds rated in the highest short-term rating
category by Moody's Investors Service, Inc. and Standard & Poor's Ratings Group
in respect of issuers most closely resembling the high grade component issuers
selected by Kenny for its Weekly Index, the interest on which is (A) variable on
a weekly basis, (B) exempt from Federal income taxation under the Internal
Revenue Code of 1986, as amended, and (C) not subject to a minimum tax or
similar tax under the Internal Revenue of Code of 1986, as amended, unless all
tax-exempt bonds are subject to such tax. If such successor indexing agent is
not available, the rate for the J. J. Kenny Interest Determination Date shall be
67% of the rate determined if the Treasury Rate option had been originally
selected.
Determination of CMT Rate
If the Interest Rate Basis specified above with respect to any Interest
Period is the CMT Rate, this Note is a "CMT Rate Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be the CMT Rate plus or minus
the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified
above, as determined on the applicable CMT Interest Determination Date (as
defined below).
Unless otherwise specified above under "Other Terms", "CMT Rate" means,
with respect to any CMT Interest Determination Date (as defined below), the rate
reported for the applicable Index Maturity as such rate is released by the Board
of Governors of the Federal Reserve System as reported on page 7055 (or other
applicable page) of the Telerate Date Service under the heading "Daily Treasury
Constant Maturities and Money Markets/Federal Reserve Board Release H.15
Monday's Approx. 3:45 p.m. EDT," for the applicable CMT Interest Determination
Date. If by 3:00 p.m., New York City Time, on the Calculation Date (as defined
below) pertaining to such CMT Interest Determinate Date, such rate is not so
published, then the CMT Rate for such CMT Interest Determination Date shall be
calculated by the Calculation Agent and shall be the bond equivalent yield to
maturity of the arithmetic mean of the secondary market bid rates, as of 3:00
p.m.,
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New York City time, on the applicable CMT Interest Determination Date, reported,
according to their written records, by three leading primary United States
government securities dealers in The City of New York (each, a "Reference
Dealer") selected by the Calculation Agent, for the most recently issued direct
noncallable fixed rate Treasury Bills with an original maturity approximately
equal to the applicable Index Maturity; provided, however, that if the
Calculation Agent is not able to obtain such quotations from at least three such
Reference Dealers, the CMT Rate will remain the CMT Rate then in effect on such
CMT Interest Determination Date.
General
Notwithstanding the determination of the interest rate as provided above,
the interest rate on this Note for any Interest Period shall not be greater than
the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if
any, specified above. 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. Under present New York law, the
maximum rate of interest is 25% per annum on a simple interest basis. This limit
may not apply to Notes in which $2,500,000 or more has been invested.
On or before the Calculation Date (as defined below), U.S. Bank Trust
National Association, as Calculation Agent (the "Calculation Agent"), will
determine the interest rate in accordance with the foregoing with respect to the
applicable Interest Rate Basis and will notify the Paying Agent. The Paying
Agent will determine the Accrued Interest Factor (as defined below) applicable
to this Note. The Paying Agent will, upon the request of the Holder of this
Note, provide the interest rate then in effect and the interest rate which will
become effective as a result of a determination made with respect to the most
recent Interest Determination Date with respect to this Note. The determinations
of interest rates made by the Calculation Agent shall be conclusive and binding,
and neither the Trustee nor the Paying Agent shall have the duty to verify
determinations of interest rates made by the Calculation Agent. The
determinations of Accrued Interest Factors made by the Paying Agent shall be
conclusive and binding. Unless otherwise specified above under "Other Terms",
the "Calculation Date", if applicable, pertaining to any Interest Determination
Date on a Note having monthly, quarterly, semi-annual or annual Interest Reset
Dates will be the tenth calendar day after such Interest Determination Date, or,
if any such day is not a Business Day, the next succeeding Business Day, and the
"Calculation Date", if applicable, pertaining to any Interest Determination Date
on a Note having daily or weekly Interest Reset Dates will be the second
Business Day after such Interest Determination Date.
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As used herein, "Interest Determination Date" means the date as of which
the interest rate for this Note is to be calculated, to be effective as of the
following Interest Reset Date and calculated on the related Calculation Date.
Unless otherwise specified above under "Other Terms", the Interest Determination
Date pertaining to an Interest Reset Date for a Commercial Paper Rate Note,
Federal Funds Rate Note, LIBOR Note, Prime Rate Note, a CD Rate Note, a J.J.
Kenny Rate Note or a CMT Rate Note (the "Commercial Paper Interest Determination
Date", the "Federal Funds Interest Determination Date", the "LIBOR Interest
Determination Date", the "Prime Interest Determination Date" the "CD Interest
Determination Date", the "J.J. Kenny Interest Determination Date" and the "CMT
Interest Determination Date", respectively) will be the second Business Day
prior to the Interest Reset Date. Unless otherwise specified above under "Other
Terms", the Interest Determination Date pertaining to an Interest Reset Date for
an Eleventh District Cost of Funds Rate Note (the "Eleventh District Cost of
Funds Interest Determination Date") will be the last day of the month of the
District Bank preceding the Interest Reset Date on which the District Bank is
open for business and publishes the Index. Unless otherwise specified above
under "Other Terms", 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 on which Treasury bills would normally be auctioned
in the week in which such Interest Reset Date falls. Treasury bills are usually
sold at auction on Monday of each week, unless that day is a legal holiday, in
which case the auction is usually held on the following Tuesday, except that
such auction may be held on the preceding Friday. If, as the 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 Business Day immediately following such auction date.
The Interest Determination Date pertaining to a Floating Rate Note the interest
rate of which is determined by reference to two or more Interest Rate Bases will
be the latest Business Day which is at least two Business Days prior to such
Interest Reset Date for such Floating Rate Note on which each Interest Rate
Basis is determinable.
Unless otherwise specified above under "Other Terms", interest payments on
this Note on an Interest Payment Date will include interest accrued from, and
including, the next preceding Interest Payment Date to which interest has been
paid or duly provided for (or from, and including, the date of issue if no
interest has been paid or duly provided for) to, but excluding, such Interest
Payment Date (each such interest accrual period being herein called an "Interest
Period"). At the Maturity Date hereof or on any applicable Redemption Date, the
interest payable shall include interest accrued to, but excluding, the Maturity
Date or such Redemption Date. Accrued interest from the date of issue or from
the last day to which interest has been paid or duly provided for to the date
for which interest is being calculated is calculated by multiplying the face
amount of this Note by the applicable accrued
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interest factor (the "Accrued Interest Factor"). This Accrued Interest Factor is
computed by adding together the interest factors calculated for each day from
the date of issue or from the last date to which interest has been paid or duly
provided for to the date for which accrued interest is being calculated. The
interest factor for each such day will be computed by dividing the per annum
interest rate applicable to such day by 360 in the case of Commercial Paper Rate
Notes, Federal Funds Rate Notes, LIBOR Notes, Prime Rate Notes, Eleventh
District Cost of Funds Rate Notes, CD Rate Notes and J.J. Kenny Rate Notes, or
by the actual number of days in the year in the case of Treasury Rate Notes and
CMT Rate Notes. The interest rate in effect on each day will be (i) if such day
is an Interest Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to such Interest Reset Date or (ii) if such day is
not an Interest Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to the next preceding Interest Reset Date, subject
in either case to any maximum or minimum interest rate limitation referred to
above.
Unless otherwise specified above under "Other Terms", all percentages
resulting from any calculation on this Note, will be rounded, if necessary, to
the nearest one hundred-thousandth of one percentage point, with five
one-millionths of one percentage point rounded upward (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)); all calculations of the Accrued
Interest Factor for any day on Floating Rate Notes will be rounded, if
necessary, to the nearest one hundred-millionth, with five one-billionths
rounded upward (e.g., .098765455 being rounded to .09876546 and .098765454 being
rounded to .09876545); 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 upward).
Miscellaneous Provisions
If an Event of Default with respect to Notes of this series shall occur and
be continuing, the principal of all the Notes may (subject to the conditions set
forth in the Indenture) be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding,
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on behalf of the Holders of all Notes of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place 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 this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of this series and of like tenor of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
Unless otherwise set forth above under "Other Terms", the Notes of this
series are issuable only in fully registered form without coupons in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered in the Security Register as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
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This Note may have such additional or different terms as are set forth
above under "Other Terms". Any terms so set forth shall be deemed to modify
and/or supersede, as necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the respective meanings assigned to them in the Indenture.
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-----------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNF GIFT MIN ACT-- Custodian
--------------- ---------------
(Cust) (Minor)
under Uniform Gift to Minors Act
---------------------------------------
(State)
Additional abbreviations may 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
- --------------------
- --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be
printed or typewritten)
- --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- ------------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- -------------------------------------------
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NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
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