FACE OF FLOATING RATE MEDIUM-TERM NOTE
[The following legend is for inclusion only in Book-Entry Securities for
which The Depository Trust Company serves as Depositary -- Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Company or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
[The following legend is for inclusion only in Book-Entry Securities -- UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
SOUTHERN CALIFORNIA GAS COMPANY
MEDIUM-TERM NOTE
(FLOATING RATE)
REGISTERED CUSIP NO.: PRINCIPAL AMOUNT:
No. FLR $
BASE RATE OR BASE ORIGINAL ISSUE DATE: STATED MATURITY DATE:
RATES:
If LIBOR: IF CMT RATE:
[ ] LIBOR Reuters Designated CMT Telerate
Page: Page:
[ ] LIBOR Telerate If Telerate Page 7052:
Page: [ ] Weekly Average
Designated LIBOR Currency: [ ] Monthly Average
Designated CMT Maturity
Index:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATE(S):
%
SPREAD (PLUS OR MINUS): SPREAD MULTIPLIER:
1
MINIMUM INTEREST RATE: MAXIMUM INTEREST RATE:
% %
INITIAL INTEREST RESET INTEREST RESET INTEREST RATE RESET
DATE: DATE(S): PERIOD:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE REDUCTION: %
OPTIONAL REPAYMENT CALCULATION AGENT: [ ] CHECK IF DISCOUNT NOTE
DATE(S): [ ] Citibank, N.A. Issue Price %
[ ] Other:
AUTHORIZED DENOMINATION (if other DAY COUNT CONVENTION:
than $1,000 and integral multiples [ ] Actual/360 for the period
thereof): from to
[ ] Actual/Actual for the period
from to
[ ] 30/360 for the period
from to
Applicable Base Rate:
ADDENDUM ATTACHED:
[ ] YES
[ ] NO
OTHER/ADDITIONAL PROVISIONS:
2
SOUTHERN CALIFORNIA GAS COMPANY, a California corporation (the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to , 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
per annum equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions specified above and elsewhere in
this Note and in any Addendum hereto, depending upon the Base Rate or the lowest
of two or more Base Rates specified above, in each case (i) plus or minus the
Spread, if any, specified above and (ii) multiplied by the Spread Multiplier, if
any, specified above until the principal hereof is paid or duly made available
for payment.
The Company will pay interest in arrears on each of the Interest Payment
Dates specified above in each year, commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the Stated
Maturity Date and any earlier Redemption Date (as defined on the reverse hereof)
or Optional Repayment Date specified above with respect to which such redemption
or repayment option has been exercised, and on any other date on which any
principal of this Note shall become due and payable (such Stated Maturity Date,
each such Redemption Date and Optional Repayment Date with respect to which such
redemption or repayment option has been exercised, and each such other date on
which principal or an installment of principal of this Note is due and payable
by declaration of acceleration or otherwise pursuant to the Indenture referred
to on the reverse hereof, being hereinafter referred to as a "Maturity" with
respect to the principal payable on such date); PROVIDED, HOWEVER, that if the
Original Issue Date occurs between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the Interest Payment Date following the next succeeding Regular Record Date to
the Holder of this Note at the close of business on such next succeeding Regular
Record Date; and PROVIDED, FURTHER, that if an Interest Payment Date would fall
on a day that is not a Business Day (as defined below), such Interest Payment
Date shall be the next succeeding day which is a Business Day, except that in
the case of a Note for which LIBOR is the Base Rate or a Base Rate, as indicated
above, if such next succeeding Business Day falls in the next succeeding
calendar month, such Interest Payment Date will be the next preceding day that
is a Business Day.
Unless otherwise specified on the face hereof or in an Addendum hereto,
interest payable on this Note on any Interest Payment Date or Maturity shall be
the amount of interest accrued from and including
3
the next preceding Interest Payment Date in respect of which interest has been
paid or duly provided for (or from and including the Original Issue Date
specified on the face hereof if no interest has been paid or duly provided for
with respect to this Note), to but excluding the relevant Interest Payment Date
or Maturity, as the case may be. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, subject to certain
exceptions, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the 15th
calendar day (whether or not a Business Day) immediately preceding such Interest
Payment Date, unless otherwise specified on the face hereof or in an Addendum
hereto (a "Regular Record Date"); PROVIDED, HOWEVER, that interest payable at
any Maturity will be payable to the Person to whom the principal hereof shall be
payable. Any such interest not so punctually paid or duly provided for on any
Interest Payment Date (other than at Maturity) will forthwith cease to be
payable to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the relevant Regular
Record Date and may either be paid to the Person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest or be paid in any
lawful manner, all on the terms and subject to the conditions set forth in the
Indenture. If any Maturity of this Note falls on a day that is not a Business
Day, the payment of the principal of and premium, if any, and interest on this
Note due on such Maturity will be paid on the next succeeding Business Day with
the same force and effect as if paid on such Maturity, and no interest shall
accrue with respect to such payment for the period from and after such Maturity.
Payments of principal of and premium, if any, and interest on this Note
shall be made in such coin or currency of the United States as at the time of
payment is legal tender for the payment of public and private debts at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan, The City of New York and at such additional places as the Company may
designate from time to time; provided, however, that payments of interest on
this Note, other than interest payable at Maturity, may be made at the option of
the Company by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register. Notwithstanding the
foregoing, a Holder of $10,000,000 or more in aggregate principal amount of
Definitive Notes (whether having identical or different terms and provisions)
shall be entitled to receive payments of interest due on such Definitive Notes
on any Interest Payment Date (other than at Maturity) by wire transfer of
immediately available funds to an account maintained by such Holder with a
depository institution located in the United States (provided such depository
institution shall have appropriate facilities therefor) if appropriate wire
transfer instructions have been received in writing by the Trustee on or before
the Regular Record Date immediately preceding such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked in
4
writing by such Holder. As used herein, a "Definitive Note" means a Note which
is not a Book-Entry Security (as defined in the Indenture).
The principal of and premium, if any, and interest on this Note due at any
Maturity will be paid in immediately available funds against presentation and
surrender of this Note at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York and at such
additional places as the Company may designate from time to time (with interest
due at Maturity being paid to the Person to whom principal is paid), and will be
paid by wire transfer of immediately available funds to an account maintained by
the Holder with a depository institution located in the United States if the
Trustee shall have received appropriate wire transfer instructions not later
than the close of business at least two Business Days prior to the related
Maturity.
As used herein, a "Business Day" means any day that is not a Saturday or
Sunday and that, in New York, New York, is not a day on which banking
institutions are authorized or obligated by law, regulation or executive order
to close, and in the case of a Note for which LIBOR is the Base Rate or a Base
Rate, as indicated above, is also a London Business Day. As used herein,
"London Business Day" means any day on which dealings in the Designated LIBOR
Currency (as defined on the reverse hereof) are transacted in the London
interbank market.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. References herein to "this Note",
"hereof", "herein" and comparable terms shall include an Addendum hereto if an
Addendum is specified above.
Anything herein to the contrary notwithstanding, if an Addendum is attached
hereto or "Other/Additional Provisions" apply to this Note as specified above,
this Note shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
Unless the certificate of authentication hereon has been executed by the
Trustee under the Indenture referred to on the reverse hereof by the manual
signature of one of its authorized signatories, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal (or a facsimile
thereof) to be imprinted hereon.
[SEAL]
SOUTHERN CALIFORNIA GAS COMPANY
By:
----------------------------------------
Dennis V. Arriola
Vice President and Treasurer
By:
----------------------------------------
Thomas Sanger
Secretary
6
Dated:
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Securities
of the series designated herein
referred to in the within-mentioned
Indenture.
CITIBANK, N.A.,
as Trustee
By:
------------------------------------
Authorized Signatory
7
REVERSE OF NOTE
SOUTHERN CALIFORNIA GAS COMPANY
MEDIUM-TERM NOTE
(FLOATING RATE)
This Note is one of a duly authorized series of Securities of the Company
issued and to be issued under an Indenture dated as of May 1, 1989, as amended
and supplemented by a First Supplemental Indenture dated as of October 1, 1992
(such Indenture, as amended and supplemented by such First Supplemental
Indenture, is hereinafter referred to as 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, 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 of Securities
designated as "Medium-Term Notes" and herein referred to as the "Notes."
This Note is issuable only in registered form without coupons in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof or in
such other Authorized Denomination and integral multiples thereof as may be
specified on the face hereof.
Unless otherwise specified in an Addendum hereto or on the face hereof
under "Other/Additional Provisions," this Note will not be subject to any
sinking fund. Unless otherwise specified on the face hereof in accordance with
the provisions of the following two paragraphs, this Note will not be redeemable
or repayable prior to its Stated Maturity Date.
This Note will be subject to redemption at the option of the Company on any
date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of $1,000 in
principal amount or any integral multiple of $1,000 in principal amount (or, if
another Authorized Denomination is set forth on the face hereof, in increments
equal in principal amount to such Authorized Denomination or any integral
multiple thereof) (provided that any remaining principal amount hereof shall be
at least $1,000 or, if another Authorized Denomination is set forth on the face
hereof, the minimum Authorized Denomination), at the Redemption Price (as
defined below), together with unpaid interest accrued thereon to the date fixed
for redemption (the "Redemption Date"), on written notice given to the Holder
hereof (in accordance with the provisions of the Indenture) not more than 60 nor
less than 30 calendar days prior to the Redemption Date. The "Redemption Price"
shall be the Initial Redemption Percentage specified on
8
the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if
any, specified on the face hereof as set forth below) multiplied by the unpaid
principal amount of this Note to be redeemed. The Initial Redemption Percentage
shall decline at each anniversary of the Initial Redemption Date by an amount
equal to the Annual Redemption Percentage Reduction, if any, until the
Redemption Price is 100% of unpaid principal amount to be redeemed. In the
event of redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms and provisions as
this Note shall be issued by the Company in the name of the Holder hereof upon
the presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or from time to time in part in increments of $1,000 in
principal amount or any integral multiple of $1,000 in principal amount (or, if
another Authorized Denomination is set forth on the face hereof, in increments
equal in principal amount to such Authorized Denomination or any integral
multiple thereof)(provided that any remaining principal amount hereof shall be
at least $1,000 or, if another Authorized Denomination is set forth on the face
hereof, the minimum Authorized Denomination), at a repayment price equal to 100%
of the principal amount to be repaid, together with unpaid interest accrued
thereon to the date fixed for repayment (the "Repayment Date"). For this Note
to be repaid, this Note must be received, together with the form hereon entitled
"Option to Elect Repayment" duly completed, by the Trustee at its office
maintained for such purpose in the Borough of Manhattan, The City of New York,
not more than 60 nor less than 30 calendar days prior to the Repayment Date.
Exercise of such repayment option by the Holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note of like tenor for
the unrepaid portion hereof and otherwise having the same terms and provisions
as this Note shall be issued by the Company in the name of the Holder hereof
upon the presentation and surrender hereof. If applicable, the Company will
comply with the requirements of Rule 14e-1 under the Securities Exchange Act of
1934, as amended, and any other securities laws or regulations in connection
with any such repayment.
If this Note is specified on the face hereof to be a Discount Note, then
this Note shall constitute an Original Issue Discount Security within the
meaning of the Indenture and the amount payable to the Holder of this Note in
the event of redemption, repayment or acceleration of maturity of this Note will
be equal to the sum of (1) the Issue Price specified on the face hereof
(increased by any accruals of the Discount, as defined below) and, in the event
of any redemption of this Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (2) any unpaid interest accrued thereon to the
9
Redemption Date, Repayment Date or date of acceleration of maturity, as the case
may be. The difference between the Issue Price and 100% of the principal amount
of this Note is referred to herein as the "Discount."
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause an assumed yield on the Note
to be constant. The assumed constant yield will be calculated using a 30-day
month, 360-day year convention, a compounding period that, except for the
Initial Period (as defined below), corresponds to the shortest period between
Interest Payment Dates (with ratable accruals within a compounding period), a
coupon rate equal to the initial Interest Rate applicable to this Note and an
assumption that the maturity of this Note will not be accelerated. If the
period from the Original Issue Date to the initial Interest Payment Date (the
"Initial Period") is shorter than the compounding period for this Note, a
proportionate amount of the yield for an entire compounding period will be
accrued. If the Initial Period is longer than the compounding period, then such
period will be divided into a regular compounding period and a short period,
with the short period being treated as provided in the preceding sentence.
Unless otherwise specified on the face hereof or in an Addendum hereto,
this Note will bear interest at the rate determined by reference to the Base
Rate (or the lowest of two or more specified Base Rates) shown on the face
hereof (i) plus or minus the Spread, if any, specified on the face hereof and
(ii) multiplied by the Spread Multiplier, if any, specified on the face hereof.
Commencing on the Initial Interest Reset Date specified on the face hereof, the
rate at which interest on this Note is payable shall be reset daily, weekly,
monthly, quarterly, semiannually or annually (as shown on the face hereof under
Interest Rate Reset Period) or on such other basis as may be set forth on the
face hereof or in an Addendum hereto as of each Interest Reset Date specified on
the face hereof; provided, however, that the interest rate in effect for the
period, if any, from the Original Issue Date to the Initial Interest Reset Date
will be the Initial Interest Rate.
Except as specified on the face hereof or in an Addendum hereto, the
interest rate in effect on this Note 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 Date, the interest rate determined as
of the Interest Determination Date pertaining to the next preceding Interest
Reset Date, subject, in either case, to adjustment by the Spread, if any, and
Spread Multiplier, if any, if each case as specified on the face hereof;
provided, however, that the interest rate in effect from the Original Issue Date
to the
10
Initial Interest Reset Date shall be the Initial Interest Rate. 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 succeeding day that is a Business Day,
except that in the case of a Note for which LIBOR is the Base Rate or a Base
Rate, if such next succeeding Business Day falls in the next succeeding calendar
month, such Interest Reset Date shall be the next preceding day that is a
Business Day. In addition, if the Treasury Rate is the Base Rate or a Base Rate
and the Interest Determination Date would otherwise fall on an Interest Reset
Date, then such Interest Reset Date shall be postponed to the next succeeding
Business Day.
The interest rate applicable to each Interest Rate Reset Period commencing
on the related Interest Reset Date will be determined by the Calculation Agent
(as hereinafter defined) as of the applicable Interest Determination Date and
will be calculated by the Calculation Agent on or prior to the Calculation Date
(as hereinafter defined), except with respect to LIBOR and the Eleventh District
Cost of Funds Rate, which will be calculated on such Interest Determination
Date. The "Interest Determination Date" with respect to the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate, the J.J. Kenny Rate and
the Prime Rate (as such terms are defined below) shall be the second Business
Day preceding each Interest Reset Date. The "Interest Determination Date" with
respect to the Eleventh District Cost of Funds Rate (as defined below) will be
the last working day of the month immediately preceding the applicable Interest
Reset Date in which the Federal Home Loan Bank of San Francisco (the "FHLB of
San Francisco") publishes the Index (as hereinafter defined). The "Interest
Determination Date" with respect to LIBOR (as defined below) shall be the second
London Business Day preceding the applicable Interest Reset Date unless the
Designated LIBOR Currency is British pounds sterling, in which case the
"Interest Determination Date" will be the applicable Interest Reset Date. The
"Interest Determination Date" with respect to the Treasury Rate (as defined
below) shall be the day of the week in which the Interest Reset Date falls on
which Treasury bills (as defined below) normally would be auctioned; PROVIDED,
HOWEVER, that if an auction is held on the Friday of the week preceding an
Interest Reset Date, the related Interest Determination Date shall be such
preceding Friday; and PROVIDED, FURTHER, that if the Interest Determination Date
would otherwise fall on an Interest Reset Date, then the Interest Reset Date
shall be postponed to the next succeeding Business Day. If the interest rate of
this Note is determined with reference to the lowest of two or more Base Rates,
the Interest Determination Date pertaining to this Note will be the first
Business Day which is at least two Business Days prior to the Interest Reset
Date on which each such Base Rate shall be determinable. Each such Base Rate
shall be determined and compared on such date, and the applicable interest rate
shall take effect on the related Interest Reset Date.
11
Except as specified on the face hereof or in an Addendum (if any) hereto,
the Base Rate or Rates on this Note shall be determined in accordance with the
provisions of the applicable heading below:
DETERMINATION OF CD RATE. The CD Rate means, with respect to any Interest
Determination Date relating to a Note for which the Base Rate is the CD Rate or
any Interest Determination Date for a Note for which the interest rate is
determined with reference to the CD Rate (a "CD Interest Determination Date"),
the rate on such date for negotiable United States dollar certificates of
deposit having the Index Maturity specified on the face hereof as published by
the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication ("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 Interest
Determination Date, the CD Rate will be the rate on such CD Interest
Determination Date for negotiable United States dollar 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" or any successor publication
("Composite Quotations") under the heading "Certificates of Deposit." If such
rate is not yet published in either H.15(519) or the Composite Quotations by
3:00 P.M., New York City time, on such Calculation Date, then the CD Rate on
such CD Interest Determination Date will be calculated by the calculation agent
specified on the face hereof or any successor in such capacity (the "Calculation
Agent") and will be the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on such CD Interest Determination Date, of
three leading nonbank dealers in negotiable United States dollar certificates of
deposit in The City of New York selected by the Calculation Agent (after
consultation with the Company) for negotiable United States dollar certificates
of deposit of major United States money center banks for negotiable certificates
of deposit with a remaining maturity closest to the Index Maturity specified on
the face hereof in an amount that is representative for a single transaction in
that market at that time; PROVIDED, HOWEVER, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as described above, the CD
Rate determined as of such CD Interest Determination Date will be the CD Rate in
effect on such CD Interest Determination Date.
DETERMINATION OF CMT RATE. CMT Rate means, with respect to any Interest
Determination Date relating to a Note for which the Base Rate is the CMT Rate or
any Interest Determination Date for a Note for which the interest rate is
determined with 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
12
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 weekly or monthly average, as
specified on the face hereof, for the week or the month, as applicable, ended
immediately preceding the week or the month, as applicable, in which the
related CMT Rate Interest Determination Date falls. If such rate is no
longer displayed on the relevant page or is not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such
CMT Rate Interest Determination Date will be such treasury constant maturity
rate for the Designated CMT Maturity Index as published in H.15(519). If
such rate is no longer published or is not published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate on such CMT
Rate Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury that the Calculation Agent
(after consultation with the Company) determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity, based on the arithmetic mean of the secondary
market offered rates as of approximately 3:30 P.M., New York City time, on
such CMT Rate Interest Determination Date reported, according to their
written records, by three leading primary United States government securities
dealers in The City of New York (each, a "Reference Dealer") selected by the
Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent (after consultation with the Company) and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for the
most recently issued direct noncallable fixed rate obligations of the United
States ("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one year. If the Calculation
Agent is unable to obtain three such Treasury Note quotations, the CMT Rate
on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offered rates as of approximately 3:30 P.M., New
York City time, on such CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent (after consultation with the Company) and
eliminating the highest quotation (or, in the event
13
of equality, one of the highest) and the lowest quotation (or, in the event
of equality, one of the lowest)), for Treasury Notes with an original
maturity of the number of years that is the next highest to the Designated
CMT Maturity Index and a remaining term to maturity closest to the Designated
CMT Maturity Index and in an amount of at least $100 million. If three or
four (and not five) of such Reference Dealers are quoting as described above,
then the CMT Rate will be based on the arithmetic mean of the offered rates
obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference Dealers so
selected by the Calculation Agent are quoting as mentioned herein, the CMT
Rate determined as of such CMT Rate Interest Determination Date will be the
CMT Rate in effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the second preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the Calculation Agent will obtain quotations for the Treasury
Note with the shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones Markets
Limited (or any successor service) on the page specified on the face hereof (or
any other page as may replace such page on such service) for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519) or, if no such
page is specified on the face hereof, page 7052.
"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 face hereof with respect to which the CMT Rate will be
calculated or, if no such maturity is specified on the face hereof, 2 years.
DETERMINATION OF COMMERCIAL PAPER RATE. The Commercial Paper Rate means,
with respect to any Interest Determination Date relating to a Note for which the
Base Rate is the Commercial Paper Rate or any Interest Determination Date for a
Note for which the interest rate is determined with reference to the Commercial
Paper Rate (a "Commercial Paper Interest Determination Date"), the Money Market
Yield (as defined below) on such date of the rate for commercial paper having
the Index Maturity specified on the face hereof as such rate shall be published
in H.15(519) under the heading "Commercial Paper-Nonfinancial." In the event
that such rate is not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest Determination
Date, then the Commercial Paper Rate on such Commercial Paper Interest
Determination Date will be the Money Market Yield of the rate for commercial
paper of the Index Maturity shown on the face hereof as published in Composite
Quotations under the heading "Commercial Paper" (with an Index Maturity of one
month or three months being deemed to be equivalent to an Index Maturity of 30
days or 90 days, respectively). If by 3:00 P.M., New York City time, on such
14
Calculation Date such rate is not published in either H.15(519) or Composite
Quotations, then the Commercial Paper Rate on such Commercial Paper Interest
Determination Date will be calculated by the Calculation Agent and will be the
Money Market Yield of the arithmetic mean of the offered rates, at approximately
11:00 A.M., New York City time, on such Commercial Paper Interest Determination
Date, of three leading dealers of commercial paper in New York, New York
selected by the Calculation Agent (after consultation with the Company) for
commercial paper of the Index Maturity specified on the face hereof placed for a
nonfinancial entity whose bond rating is "Aa", or the equivalent, from a
nationally recognized statistical rating organization; PROVIDED, HOWEVER, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate determined as of such
Commercial Paper Interest Determination Date will be the Commercial Paper Rate
in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D X 360 x 100
-------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the applicable Interest Rate Reset Period.
DETERMINATION OF ELEVENTH DISTRICT COST OF FUNDS RATE. The Eleventh
District Cost of Funds Rate means, with respect to any Interest Determination
Date relating to a Note for which the Base Rate is the Eleventh District Cost of
Funds Rate or any Interest Determination Date for a Note for which the interest
rate is determined with reference to the 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
immediately preceding the month in which such Eleventh District Cost of Funds
Rate Interest Determination Date falls, as set forth under the caption "11th
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 Telerate Page 7058 on such Eleventh District Cost of Funds
Rate Interest Determination Date, then the Eleventh District Cost of Funds Rate
on 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 immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date. If the FHLB of San Francisco fails to announce the Index on
or prior to such
15
Eleventh District Cost of Funds Rate Interest Determination Date for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, the Eleventh District Cost of Funds Rate determined
as of 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.
DETERMINATION OF FEDERAL FUNDS RATE. The Federal Funds Rate means, with
respect to any Interest Determination Date relating to a Note for which the Base
Rate is the Federal Funds Rate or any Interest Determination Date for a Note for
which the interest rate is determined with reference to the Federal Funds Rate
(a "Federal Funds Rate Interest Determination Date"), the rate on that date for
United States dollar federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if 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 published
in either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on
such Calculation 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 United
States dollar federal funds arranged by three leading brokers of federal funds
transactions in New York, New York selected by the Calculation Agent (after
consultation with the Company) prior to 9:00 A.M., New York City time, on such
Federal Funds Rate Interest Determination Date; PROVIDED, HOWEVER, that if the
brokers selected as aforesaid by the Calculation Agent are not quoting as
described in this sentence, the Federal Funds Rate determined as of such Federal
Funds Rate Interest Determination Date will be the Federal Funds Rate in effect
on such Federal Funds Rate Interest Determination Date.
DETERMINATION OF J.J. KENNY RATE NOTES. J.J. Kenny Rate means, with
respect to any Interest Determination Date relating to a Note for which the Base
Rate is the J.J. Kenny Rate or any Interest Determination Date for a Note for
which the interest rate is determined with reference to the J.J. Kenny Rate (a
"J.J. Kenny Rate Interest Determination Date"), the rate in the high grade
weekly index (the "Weekly Index") on such date made available by Kenny
Information Systems ("Kenny") to the Calculation Agent. The Weekly Index is,
and 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 (the "Code"), of not less than five high grade component
issuers selected by Kenny which shall include, without limitation, issuers of
general obligation bonds. The
16
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 Code, unless all tax-exempt bonds are subject to
such tax. In the event Kenny ceases to make available such Weekly Index, a
successor indexing agent will be selected by the Calculation Agent, such index
to reflect the prevailing rate for bonds rated in the highest short-term rating
category by Moody's Investors Service, Inc. and Standard & Poor's Ratings Group
(or their respective successors) in respect of issuers most closely resembling
the high grade component issuers selected by Kenny for its Weekly Index, the
interest on which is (A) variable on a weekly basis, (B) exempt from federal
income taxation under the Code, and (C) not subject to a minimum tax or similar
tax under the Code, unless all tax-exempt bonds are subject to such tax. If
such successor indexing agent is not available, the rate for any J.J. Kenny Rate
Interest Determination Date shall be 67% of the rate determined as if the
Treasury Rate option had been originally selected.
DETERMINATION OF LIBOR. LIBOR will be determined by the Calculation Agent
in accordance with the following provisions:
(i) With respect to an Interest Determination Date relating to a Note
for which the Base Rate is LIBOR or any Interest Determination Date for a
Note for which the interest rate is determined with reference to LIBOR (a
"LIBOR Interest Determination Date"), LIBOR will be either: (a) if "LIBOR
Reuters" is specified on the face of this Note, the arithmetic mean of the
offered rates (unless the specified Designated LIBOR Page (as defined
below) by its terms provides only for a single rate, in which case such
single rate shall be used) for deposits in the Designated LIBOR Currency
(as defined below) having the Index Maturity designated on the face of this
Note, commencing on the applicable Interest Reset Date, that appear (or, if
only a single rate is required as aforesaid, appears) on the Designated
LIBOR Page as of 11:00 A.M. London time, on that LIBOR Interest
Determination Date, or (b) if "LIBOR Telerate" is specified on the face of
this Note, or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified
on the face of this Note as the method for calculating LIBOR, the rate for
deposits in the Designated LIBOR Currency having the Index Maturity
designated on the face of this Note commencing on such Interest Reset Date
that appears on the Designated LIBOR Page as of 11:00 A.M. London time, on
that LIBOR Interest Determination Date. If fewer than two offered rates
appear, or no rate appears, as applicable, LIBOR in respect of the related
LIBOR Interest Determination Date will be determined as if the parties had
specified the rate described in clause (ii) below.
17
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as the case may
be, on the Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent (after consultation with the Company), to provide the
Calculation Agent with its offered quotation for deposits in the Designated
LIBOR Currency for the period of the Index Maturity designated on the face
of this Note, commencing on the applicable Interest Reset Date, to prime
banks in the London interbank market at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such Designated 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 quotations
are provided, LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., in the applicable Principal Financial Center (as defined below), on
such LIBOR Interest Determination Date by three major banks in such
Principal Financial Center selected by the Calculation Agent (after
consultation with the Company) for loans in the Designated LIBOR Currency
to leading European banks, having the Index Maturity designated on the face
of this Note and in a principal amount that is representative for a single
transaction in such Designated LIBOR Currency in such market at such time;
provided, however, that if the banks so selected by the Calculation Agent
are not quoting as mentioned in this sentence, LIBOR determined as of such
LIBOR Interest Determination Date will be LIBOR in effect on such LIBOR
Interest Determination Date.
"Designated LIBOR Currency" means the currency or composite currency
specified on the face hereof as to which LIBOR shall be calculated or, if no
such currency or composite currency is specified on the face hereof, United
States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the Designated LIBOR Currency, or
(b) if "LIBOR Telerate" is specified on the face hereof or neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the display on the Dow Jones Markets Limited (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of
18
displaying the London interbank rates of major banks for the Designated LIBOR
Currency.
"Principal Financial Center" means the capital city of the country to which
the Designated LIBOR Currency relates (or, in the case of ECU, Luxembourg),
except that with respect to United States dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, and Swiss francs, the "Principal
Financial Center" shall be The City of New York, Sydney, Toronto, Frankfurt,
Amsterdam, and Zurich, respectively.
DETERMINATION OF PRIME RATE. The Prime Rate means, with respect to any
Interest Determination Date relating to a Note for which the Base Rate is the
Prime Rate or any Interest Determination Date for a Note for which the interest
rate is determined with reference to the Prime Rate (a "Prime Rate Interest
Determination Date"), the rate on such date as such rate is published in
H.15(519) under the heading "Bank Prime Loan." In the event that such rate is
not published prior to 3:00 P.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 USPRIME1 Page (as defined below) as such bank's prime rate or
base lending rate as in effect for that Prime Rate Interest Determination Date.
If fewer than four such rates appear on the Reuters Screen USPRIME1 Page for
such Prime Rate Interest Determination Date, the Prime Rate will be determined
by the Calculation Agent and will be the arithmetic mean of the prime or base
lending 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 (after consultation with the Company).
If fewer than four quotations are provided by such major money center banks, the
Prime Rate shall be calculated by the Calculation Agent and shall be the
arithmetic mean of four prime rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date as furnished in The City of New York by
the major money center banks, if any, that have provided such quotations and by
a reasonable number of substitute banks or trust companies to obtain four such
prime rate quotations, provided such substitute banks or trust companies are
organized and doing business under the laws of the United States, or any State
thereof, each having total equity capital of at least $500,000,000 and being
subject to supervision or examination by a Federal or State authority, selected
by the Calculation Agent (after consultation with the Company) to provide such
rates; PROVIDED, HOWEVER, that if the banks or trust companies selected as
aforesaid by the Calculation Agent are not quoting rates as set forth in this
sentence, the Prime Rate determined as of such Prime Rate Interest
19
Determination Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.
"Reuters Screen USPRIME1 Page" means the display on the Reuter Monitor
Money Rates Service (or any successor service) on the "USPRIME1" page (or such
other page as may replace the USPRIME1 page on such service) for the purpose of
displaying prime rates or base lending rates of major United States banks.
DETERMINATION OF TREASURY RATE. The Treasury Rate means, with respect to
any Interest Determination Date relating to a Note for which the Base Rate is
the Treasury Rate or any Interest Determination Date for a Note for which the
interest rate is determined with reference to the Treasury Rate (a "Treasury
Rate Interest Determination Date"), the rate from the auction held on such
Treasury Rate Interest Determination Date (the "Auction") of direct obligations
of the United States ("Treasury bills") having the Index Maturity specified on
the face hereof, as such rate is published in H.15(519) under the heading
"Treasury Bills -- auction average (investment)" or, if not so published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Treasury
Rate Interest Determination Date, the auction average rate of such Treasury
bills (expressed as a bond equivalent on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) as otherwise announced by the
United States Department of the Treasury. 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 the related
Calculation Date, or if no such Auction is held, 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 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 (after consultation with
the Company) 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
described above, the Treasury Rate determined as of such Treasury Rate Interest
Determination Date will be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
Anything herein to the contrary notwithstanding, (i) the interest rate in
effect with respect to this Note from time to time 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 and (ii) the interest rate hereon will in no event
be higher than the maximum rate permitted from time to time by New
20
York law, as the same may be modified by United States law of general
application.
The "Calculation Date," where applicable, 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 and (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity, as the case may be. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. 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 a result of a determination made for the next Interest Reset Date.
Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable period for which interest is being calculated. Unless
otherwise specified under Day Count Convention on the face hereof or in an
Addendum hereto, the interest factor for each such day shall be computed by
dividing the interest rate applicable to such day by 360 if the CD Rate, the
Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal
Funds Rate, LIBOR or the Prime Rate is an applicable Base Rate, or by the actual
number of days in the year if the CMT Rate or the Treasury Rate is an applicable
Base Rate, or by 365 days if the J.J. Kenney Rate is an applicable Base Rate.
Unless otherwise specified under Day Count Convention on the face hereof or in
an Addendum hereto, the interest factor for this Note, if the interest rate is
calculated with reference to two or more Base Rates, shall be calculated in each
period in the same manner as if only the applicable Base Rate specified on the
face hereof applied.
All percentages resulting from any calculation on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) will be rounded upward to 9.87655% (or .0987655)), 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).
Any provision contained herein with respect to the calculation of the rate
of interest applicable to this Note, its payment dates or any other terms hereof
or matters relating hereto may be modified as specified in an Addendum hereto or
on the face hereof under "Other/Additional Provisions."
If an Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than
21
25% in aggregate principal amount of the Outstanding Notes may declare the
principal of all the Notes to be due and payable immediately in the manner and
with the effect provided in the Indenture.
The Indenture contains provisions, which provisions apply to the Notes, for
(i) the defeasance of the indebtedness evidenced by the Notes and (ii) the
satisfaction and discharge of the Indenture, in each case upon compliance with
certain conditions, and subject to certain exceptions, set forth 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 Securities of each series to be
affected thereby at any time by the Company and the Trustee with the consent of
the Holders of 66-2/3% in aggregate principal amount of the Outstanding
Securities of each series affected thereby. The Indenture also contains
provisions permitting the Holders of not less than a majority in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive 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 herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note but no such
waiver shall extend to any subsequent or other default or impair any right
consequent thereon.
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 may be registered on the Security Register
upon surrender of this Note for registration of transfer at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by his attorney duly authorized in writing and thereupon
one or more new Notes, of Authorized Denominations and for the same aggregate
principal amount and having the identical terms and provisions, will be issued
to the designated transferee or transferees.
22
As provided in the Indenture, and subject to certain limitations therein
set forth, the Notes are exchangeable for a like aggregate principal amount of
Notes having identical terms and provisions, in 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 Company may, subject to certain exceptions specified in the
Indenture, 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 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.
Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or premium, if any, or
interest on this Note and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company on Company Request or (if then held by the Company) shall be
discharged from such trust, and the Holder of this Note shall thereafter look
only to the Company for payment thereof, all as provided in the Indenture.
If any principal of or premium, if any, or interest on this Note is not
paid when due, then such unpaid principal, premium or interest, as the case may
be, shall, to the extent permitted by law, bear interest until paid at the
interest rate per annum borne by this Note from time to time.
The Notes shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and to be performed in such
State.
All capitalized terms used in this Note and not defined herein which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
23
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms on
____________________ at a price equal to the principal amount of this Note to be
repaid, together with interest accrued on the principal amount to be repaid to
the repayment date, by payment to the undersigned, at
________________________________________________________________________________
(Please print or type the name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at Citibank, N.A.,
111 Wall Street, 5th Floor, Corporate Trust Services, Attention: Issuance and
Transfer, New York, New York 10043, or at such other address of which the
Company 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 (or other
Authorized Denomination, if any, specified on the face hereof) in principal
amount) which the Holder elects to have repaid (in the absence of any such
specification, the entire principal amount hereof will be repaid) and specify
the denomination or denominations (which shall be $1,000 (or other minimum
Authorized Denomination, if any, specified on the face hereof) or any multiple
thereof) of the Note or Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification, one such Note
will be issued for the portion not being repaid).
$______________________ ________________________________________
(Specify portion to be NOTICE: The signature(s) on this Option
repaid, if less than the to Elect Repayment must correspond with
entire principal amount of the name(s) as written upon the face of
this Note) this Note in every particular without
alteration or enlargement or any change
whatsoever.
$_________________________ Date: ________________________
(Specify denomination or
denominations of Note or
Notes to be issued for the
portion, if any, of this
Note not being repaid)
24
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
UNIF TSFR (GIFT) MIN ACT--____________Custodian__________ --
(Cust) (Minor)
Under Uniform Transfer (Gifts) to Minors Act
----------------------------------
(State)
TEN ENT-- as tenants by the entirety
JT TEN-- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
25
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
- ---------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE OF ASSIGNEE:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________________________
__________________ attorney to transfer said Note on the books of the Company,
with full power of substitution in the premises.
Dated:____________________ ____________________________________________
NOTICE: The signature(s) to this assignment
must correspond with the name(s) as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatsoever.
26