EXHIBIT
This Note is a Depositary Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or nominee
of a Depositary. This Note is exchangeable for Securities registered in the name
of a Person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Note (other
than a transfer of this Note as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any nominee of the Depositary
to a successor Depositary or a nominee of such successor Depositary) may be
registered except in such limited circumstances.
Unless this certificate is presented by an authorized representative
of The Depositary Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) 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 NO. FXR REGISTERED
PRINCIPAL AMOUNT:
U.S. $
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
CFC INTERNOTES(R)
(FIXED RATE) CUSIP NO.
ORIGINAL ISSUE DATE: STATED MATURITY DATE:
INTEREST RATE:
REDEMPTION DATE(S): REDEMPTION PERIOD(S) AND PRICE(S):
REPAYMENT DATE(S): REPAYMENT PRICE(S):
SURVIVOR'S OPTION: OTHER PROVISIONS:
AMORTIZING NOTE:
[ ] YES [ ] NO
DEFAULT RATE: (ONLY APPLICABLE IF NOTE IS ISSUED AT ORIGINAL ISSUE
DISCOUNT)
OID DEFAULT AMOUNT: (ONLY APPLICABLE IF NOTE IS ISSUED AT ORIGINAL ISSUE
DISCOUNT)
AMORTIZATION SCHEDULE:
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a District
of Columbia cooperative association (herein called the "Company", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to
, or registered assigns, the principal sum of
U.S. DOLLARS, on the
Stated Maturity Date set forth above, and to pay interest thereon at the times,
in the amounts and to the persons specified in this Note. Payment of the
principal of (and premium, if any) and interest on this Note shall be made by
wire transfer to the account designated by the Depositary. The Company has
initially designated U.S. Bank Trust National Association acting through its
office in the Borough of Manhattan, The City of New York, as its Paying Agent
for the Securities.
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 IN FULL AT THIS PLACE.
Reference herein to "this Note", "herein" and comparable terms shall
include the terms specified on the face and reverse hereof as well as an
Addendum hereto (if an Addendum is specified above).
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, 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.
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION,
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION By___________________________________
Governor
This is one of the Securities
of the series designated therein
issued under the within-mentioned
Indenture.
Dated: ___________________________________
Assistant Secretary-Treasurer
U.S. Bank Trust National
Association, as Trustee
Attest _______________________________
Assistant Secretary-Treasurer
By ___________________________
Authorized Signatory
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[REVERSE OF NOTE]
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
CFC INTERNOTES(R)
(FIXED RATE)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture dated as of December 15, 1987, as supplemented by a
First Supplemental Indenture dated as of October 1, 1990 (the Indenture as so
supplemented being herein called the "Indenture"), between the Company and U.S.
Bank Trust National Association, as successor Trustee (herein called the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, which
series is unlimited in aggregate principal amount.
Each Note of this series shall be dated the date of its
authentication by the Trustee. Each Note of this series shall also bear an
Original Issue Date, as specified on the face hereof, and such Original Issue
Date shall remain the same for all Securities subsequently issued upon transfer,
exchange or substitution of such original Note (or such subsequently issued
Securities) regardless of their dates of authentication.
SURVIVOR'S OPTION
If the Survivor's Option is applicable to this Note, the
Representative (defined below) of a deceased beneficial owner of this Note shall
be entitled to repayment of this Note following the death of the beneficial
owner (a "Survivor's Option"). Unless specifically provided on the face of this
Note, the Survivor's Option may not be exercised unless the Note was acquired by
the beneficial owner at least six months prior to such election.
If the Survivor's Option is applicable to this Note, upon the valid
exercise of the Survivor's Option, the Company shall repay the Note (or portion
thereof), properly tendered for repayment by or on behalf of the person (the
"Representative") that has authority to act on behalf of the deceased,
beneficial owner of a Note under the laws of the appropriate jurisdiction
(including, without limitation, the personal representative or executor of the
deceased beneficial owner or the surviving joint owner with the deceased
beneficial owner) at a price equal to 100% of the principal amount of the
deceased beneficial owner's beneficial interest in such Note plus accrued and
unpaid interest to the date of such repayment, subject to the following
limitations:
(a) The Company may, in its sole discretion, limit the aggregate
principal amount of Notes as to which exercises of the
Survivor's Option shall be accepted by the Company from all
Representatives of deceased beneficial owners in any calendar
year (the "Annual Put Limitation") to an amount equal to the
greater of $2,000,000 or 2% of the Outstanding
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principal amount of all Notes issued under the Indenture as of
the end of the most recent calendar year, or such greater
amount as the Company in its sole discretion may determine for
any calendar year, and may limit the aggregate principal
amount of Notes as to which exercises of the Survivor's Option
shall be accepted by the Company from the Representative of
any individual deceased beneficial owner of Notes in any
calendar year to $250,000, or such greater amount as the
Company in its sole discretion may determine for any calendar
year (the "Individual Put Limitation").
(b) The Company shall not make principal repayments pursuant to
exercises of the Survivor's Option in amounts that are less
than $1,000, and the principal amount of this Note Outstanding
after repayment pursuant to exercise of the Survivor's Option
must be at least $1,000. If, however, the original principal
amount of this Note was less than $1,000, the representative
deceased beneficial owner of this Note may exercise the
Survivor's Option, but only for the full principal amount of
this Note.
(c) This Note (or portion thereof) tendered pursuant to a valid
exercise of the Survivor's Option may not be withdrawn.
This Note (or portion hereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted in the order that it was
received by the Trustee, unless acceptance would contravene (i) the Annual Put
Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with
respect to the relevant individual deceased beneficial owner. If, as of the end
of any calendar year, the aggregate principal amount of Notes (or portions
hereof) that have been tendered pursuant to the valid exercise of the Survivor's
Option during such year has exceeded either the Annual Put Limitation, if
applied, or the Individual Put Limitation, if applied, for such year, any
exercise(s) of the Survivor's Option with respect to Notes (or portions thereof)
not accepted during such calendar year because such acceptance would have
contravened either such limitation, if applied, shall be deemed to be tendered
in the following calendar year in the order all such Notes (or portions hereof)
were originally tendered. If this Note (or portion thereof) is accepted for
repayment pursuant to exercise of the Survivor's Option, it shall be repaid on
the first interest payment date that occurs 20 or more calendar days after the
date of such acceptance. In the event that this Note (or any portion hereof)
tendered for repayment or repurchase pursuant to valid exercise of the
Survivor's Option is not accepted, the Trustee shall deliver a notice by
first-class mail to the registered holder hereof, at its last known address as
indicated in the Note Register, that states the reason this Note (or portion
hereof) has not been accepted for payment.
In order for a Survivor's Option to be validly exercised with
respect to this Note (or portion thereof), the Trustee must receive from the
Representative (i) a written request for repayment signed by the Representative,
and such signature must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office or correspondent in the
United States, (ii) tender of this Note (or portion thereof) to be repaid, (iii)
appropriate evidence satisfactory to the Trustee that (A) the deceased was the
beneficial owner of this Note at the time of death and the interest in this Note
was acquired by the deceased beneficial owner or his or her estate at least six
months prior to the request for repayment, (B) the death of such beneficial
owner has occurred, and the date of such death, and (C) the Representative has
authority to act on behalf of the deceased beneficial owner, (iv)
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if applicable, a properly executed assignment or endorsement, (v) if the
beneficial ownership interest in this Note is held by a nominee of the deceased
beneficial owner, a certificate satisfactory to the Trustee from such nominee
attesting to the deceased's beneficial ownership of this Note, (vi) tax waivers
and such other instruments or documents that the Trustee reasonably requires in
order to establish the validity of the beneficial ownership of this Note and the
claimant's entitlement to payment and (vii) any additional information the
Trustee requires to evidence satisfaction of any conditions to the exercise of
such Survivor's Option or to document beneficial ownership or authority to make
the election and to cause the repayment of this Note. Subject to the
Corporation's right hereunder to limit the aggregate principal amount of Notes
as to which exercises of the Survivor's Option shall be accepted in any one
calendar year, all questions as to the eligibility or validity of any exercise
of the Survivor's Option shall be determined by the Trustee, in its sole
discretion, which determination shall be final and binding on all parties.
The death of a person holding a beneficial ownership interest in
this Note as a joint tenant or tenant by the entirety with another person, or as
a tenant in common with the deceased holder's spouse, shall be deemed the death
of the beneficial owner of this Note, and the entire principal amount of this
Note so held shall be subject to repayment. However, the death of a person
holding a beneficial ownership interest in this Note as tenant in common with a
person other than such deceased holder's spouse shall be deemed the death of a
beneficial owner only with respect to the deceased person's interest in this
Note and only the deceased beneficial owner's percentage interest in the
principal amount of this Note shall be subject to repayment. The death of a
person who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interests in this Note shall be deemed the death of the
beneficial owner of this Note for purposes of this provision, regardless of
whether such beneficial owner was the registered holder of this Note, if such
beneficial ownership interest can be established to the satisfaction of the
Trustee. Such beneficial ownership interest shall be deemed to exist in typical
cases of nominee ownership, ownership under the Uniform Transfers to Minors Act
or Uniform Gifts to Minors Act, community property or other joint ownership
arrangements between a husband and wife. In addition, the beneficial ownership
interest shall be deemed to exist in custodial and trust arrangements where one
person has all of the beneficial ownership interest in this Note during his or
her lifetime.
For purposes of the Survivor's Option, a person shall be deemed to
have had a "beneficial ownership interest" in this Note if such person or such
person's estate had the right, immediately prior to such person's death, to
receive the proceeds from the disposition of this Note, as well as the right to
receive payment of the principal of this Note.
If this is a Global Note, the Depositary or its nominee shall be the
only entity that can exercise the Survivor's Option for such Note. To obtain
repayment pursuant to exercise of the Survivor's Option with respect to this
Note, the Representative must provide to the broker or other entity through
which the beneficial interest in this Note is held by the deceased beneficial
owner (i) the documents described in the second preceding paragraph and (ii)
instructions to such broker or other entity to notify the Depositary of such
Representative's desire to obtain repayment pursuant to exercise of the
Survivor's Option. Such broker or other entity must provide to the Trustee (i)
the documents received from the Representative referred to in clause (i) of the
preceding sentence and (ii) a certificate satisfactory to the Trustee from such
broker or other entity stating that it represents the deceased beneficial owner.
Such broker or other entity shall be responsible for disbursing any payments it
receives pursuant to exercise of the Survivor's Option to the appropriate
Representative.
4
REDEMPTION
This Note will not be convertible or subject to any sinking fund
and, except as set forth in the following paragraph, will not be subject to
redemption at the option of the Company or subject to repayment at the option of
the Holder hereof prior to the Stated Maturity Date.
Unless one or more Redemption Dates are specified on the face
hereof, this Note shall not be redeemable at the option of the Company before
the Stated Maturity Date specified on the face hereof. If one or more Redemption
Dates (or ranges of Redemption Dates) are so specified, this Note is subject to
redemption on any such date (or during any such range) at the option of the
Company, upon notice by first-class mail, postage prepaid, mailed not less than
30 days nor more than 60 days prior to the Redemption Date specified in such
notice, at the applicable Redemption Price specified on the face hereof
(expressed as a percentage of the principal amount of this Note), together in
the case of any such redemption with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity Date is prior to the Redemption
Date shall be payable to the Holder of this Note, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular or
Special Record Dates, all as provided in the Indenture. The Company may elect to
redeem less than the entire principal amount hereof, provided that the principal
amount, if any, of this Note that remains outstanding after such redemption is
an Authorized Denomination as defined herein. In the event of any redemption in
part, the Company shall not be required to (i) issue, register the transfer of,
or exchange any Note during a period of 15 days next preceding the day of the
first mailing of the notice of redemption of Securities selected for redemption
or (ii) register the transfer or exchange of any Note, or any portion thereof,
called for redemption, except the unredeemed portion of any Note being redeemed
in part.
REPAYMENT
Unless one or more Repayment Dates is specified above, this Note
shall not be repayable at the option of the Holder on any date prior to the
Stated Maturity specified above. If one or more Repayment Dates (or ranges of
Repayment Dates) are so specified, this Note is subject to repayment on any such
date (or during any such range) at the option of the Holder at a price equal to
100% of the principal amount hereof or, if this Note is a Discounted Note (as
specified on the face hereof), the applicable Repayment Price specified on the
face hereof (expressed as a percentage of the principal amount of this Note),
together in the case of any such repayment with accrued interest to the
Repayment Date, but interest installments whose Stated Maturity is prior to the
Repayment Date shall be payable to the Holder of this Note, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular or Special Record Dates, all as provided in the Indenture. For this Note
to be repaid at the option of the Holder, the Paying Agent must receive at least
30 days but not more than 60 days prior to the Repayment Date on which this Note
is to be repaid, (a) appropriate wire transfer instructions and (b) either (i)
this Note with the form entitled "Option to Elect Repayment" below duly
completed or (ii) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States setting forth the name of the Holder of this Note, the principal amount
of this Note, the portion of principal amount of this Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note, together with the duly completed form
5
entitled "Option to Elect Repayment" on this Note, shall be received by the
Paying Agent not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter, provided, however, that such
Note and form duly completed is received by the Paying Agent by such fifth
Business Day. Exercise of the repayment option by the Holder shall be
irrevocable. The repayment option with respect to this Note may be exercised by
the Holder for less than the entire principal amount hereof, provided that the
principal amount, if any, of this Note that remains outstanding after such
repayment must be an authorized denomination as defined herein. The Company
shall not be required to register the transfer or exchange of any Note following
the receipt of a notice to repay a Note as described above. All questions as to
the validity, eligibility (including time of receipt) and acceptance of any Note
for repayment shall be determined by the Trustee, whose determination shall be
final, binding and non-appealable.
In the event of redemption or repayment of this Note in part only, a
new Note or Securities of this series and of like tenor and for a principal
amount equal to the unredeemed or unrepaid portion shall be delivered to the
registered Holder upon the cancellation hereof.
If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
of the principal amount of this Note is payable prior to the Stated Maturity
Date in accordance with a schedule or by application of a formula.
INTEREST
This Note shall accrue interest from its date of original issuance
until its stated maturity or earlier redemption or repayment at the rate
specified above. Unless the applicable pricing supplement specifies otherwise,
interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months. The interest rate on the Note shall in no event be higher than
the maximum rate permitted by New York law as the same may be modified by United
States Law of general application. Interest payments on this Note shall include
the amount of interest accrued from and including the last interest payment date
to which interest has been paid, or from and including the date of original
issuance if no interest has been paid with respect to this Note, to, but
excluding, the applicable interest payment date, stated maturity date or date of
earlier redemption or repayment, as the case may be. If the stated maturity
date, date of earlier redemption or repayment or interest payment date for any
fixed rate note is not a Business Day, principal and interest for the note shall
be paid on the next Business Day, and no interest shall accrue on the amount
payable from, and after, the stated maturity date, date of earlier redemption or
repayment or interest payment date.
Interest on this Note shall be payable beginning on the first
interest payment date after its date of original issuance to holders of record
on the corresponding Regular Record Date.
6
PAYMENT OF INTEREST
Unless otherwise specified above, interest on this Note shall be paid as
follows:
INTEREST PAYMENT FREQUENCY INTEREST PAYMENT DATES
Monthly.......................... Fifteenth day of each calendar month, beginning in
the first calendar month following the month this
Note was issued.
Quarterly........................ Fifteenth day of every third month, beginning in the
third calendar month following the month this Note
was issued.
Semi-annually.................... Fifteenth day of every sixth month, beginning in the
sixth calendar month following the month this Note
was issued.
Annually......................... Fifteenth day of every twelfth month, beginning in
the twelfth calendar month following the month this
Note was issued.
Unless otherwise specified above, the Regular Record Date for any
interest payment date shall be the first day of the calendar month in which the
interest payment date occurs, except that the Regular Record Date for interest
due on this Note's stated maturity date or date of earlier redemption or
repayment shall be that particular date. If any interest payment date other than
the maturity date falls on a day that is not a Business Day, such interest
payment date shall be postponed to the following Business Day. If the maturity
date falls on a day that is not a Business Day, the related payment of
principal, premium, if any, and interest shall be made on the next Business Day
as if it were made on the date that payment was due, and no interest shall
accrue for the period from that maturity date to the date of payment.
Except as otherwise provided in the Indenture, any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may 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 to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
As used herein, "Business Day" means any day that is neither a
Saturday or Sunday, nor a legal holiday nor a day on which banking institutions
in The City of New York are authorized or obligated by law,
7
regulation or executive order to close.
OTHER MATTERS
The Company at its option, subject to the terms and conditions
provided in the Indenture, (a) shall be discharged from any and all obligations
in respect of the Notes (except for certain obligations including obligations to
register the transfer or exchange of Notes, replace stolen, lost or mutilated
Notes, maintain paying agencies and hold moneys for payment in trust) or (b)
need not comply with certain restrictive covenants of the Indenture after the
Company deposits with the Trustee (or, in certain circumstances, 91 days after
the Company deposits with the Trustee), pursuant to an escrow trust agreement,
money or U.S. Government Obligations, or a combination of money and U.S.
Government Obligations, which through the payment of interest thereon and
principal thereof in accordance with their terms shall provide money in an
amount sufficient to pay all the principal of, and interest on, the Notes on the
dates such payments are due in the currency, currencies or currency unit or
units, in which such Notes are payable and in accordance with the terms of the
Securities.
If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected thereby (acting as one class). The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the Outstanding Securities of all series
affected thereby (acting as one class), on behalf of the Holders of all
Securities of each such series, to waive compliance by the Company with certain
provisions of the Indenture. The Indenture also provides that, regarding the
Securities of any series, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series may waive certain past
defaults and their consequences on behalf of the Holders of all Securities of
such series. 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.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Note of this series shall have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as Trustee, the Trustee shall not have received from
the Holders of a majority in principal amount of the Outstanding Securities of
this series a direction inconsistent with such request and the Trustee shall
have failed to institute such proceeding within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the Holder
8
hereof for the enforcement of payment of the principal of (and premium, if any)
or interest on this Note on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note
or 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, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Note
Register, upon surrender of this Note for registration of transfer at the office
or agency as may be designated by the Company 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 Note Registrar 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 and terms, of
authorized denominations and for the same aggregate principal amount, shall be
issued to the designated transferee or transferees.
The Notes of this series are issuable only in registered form,
without coupons, in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof. 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 and
terms of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall 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 as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes 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 meanings assigned to them in the Indenture.
9
ABBREVIATIONS
The following abbreviations, when used in the inscription of 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 GIFT MIN Act ____Custodian____
TEN ENT - as tenants by the entireties (cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to
of survivorship and not as Minors Act__________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
10
FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns and transfer(s) unto
Please insert social security
or other identifying number
of assignee
__________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing_____________________________________________________Attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated:___________________ ____________________________________
Signature
(The signature to this
assignment must correspond with the
name as written upon the face of the
within instrument in every
particular, without alteration or
enlargement or any change whatever.)
1
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER AND
THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS
The undersigned hereby irrevocably requests and instructs the
Company to repay the attached Note (or portion thereof specified below) pursuant
to its terms at a price equal to 100% of the principal amount thereof together
in the case of any such repayment with interest to the repayment date, to the
undersigned at ____________________________.
For the Note to be repaid at the option of the Holder, the Paying
Agent must receive at its corporate trust office, at least 30 days but not more
than 60 days prior to the repayment date on which the Note is to be repaid, (i)
the Note together with this "Option to Elect Repayment" form duly completed or
(ii) a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or trust company in the United States setting forth
the name of the Holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Note,
together with this duly completed form entitled "Option to Elect Repayment" on
the reverse of the Note, shall be received by the Paying Agent not later than
the third Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such telegram, telex, facsimile
transmission or letter shall be effective only if the Note with such form duly
completed are received by the paying agent by such third Business Day.
If less than the entire principal amount of the attached Note is to
be repaid, specify the portion thereof which the Holder elects to have repaid:
____________________; and specify the denomination or denominations (which shall
be an Authorized Denomination) of the Note or Notes to be issued to the Holder
for the portion of the within Note not being repaid (in the absence of any
specification, one such Note shall be issued for the portion not being repaid):
______________________.
Dated:_______________________ ______________________________
NOTICE: The signature to this
Option to Elect Repayment must
correspond with the name as
written upon the face of the
within instrument in every
particular, without alteration
or enlargement or any change
whatsoever.
This Note is a Depositary Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or nominee
of a Depositary. This Note is exchangeable for Securities registered in the name
of a Person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Note (other
than a transfer of this Note as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any nominee of the Depositary
to a successor Depositary or a nominee of such successor Depositary) may be
registered except in such limited circumstances.
Unless this certificate is presented by an authorized representative
of The Depositary Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) 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 NO. FLR REGISTERED
PRINCIPAL AMOUNT:
U.S. $
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
CFC INTERNOTES(R)
(FLOATING RATE) CUSIP NO.
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE:
STATED MATURITY DATE:
CALCULATION AGENT: INDEX MATURITY: SPREAD: +/-
___ 1 MONTH
___ 3 MONTHS SPREAD MULTIPLIER:
___ 6 MONTHS
___ 1 YEAR
___ OTHER
INTEREST RATE BASIS;
COMMERCIAL PAPER RATE__________ PRIME RATE_________
FED FUNDS RATE_________ CD RATE__________
TREASURY RATE_________
LIBOR RATE___________
- REUTERS __________
- TELERATE___________
2
CMT RATE__________
- TELERATE PAGE 501__________
- TELERATE PAGE 502__________
+ WEEKLY____________
+ MONTHLY___________
MAXIMUM INTEREST RATE: % INTEREST PAYMENT PERIOD:________________
MINIMUM INTEREST RATE: % INTEREST RATE RESET PERIOD:_____________
REGULAR RECORD DATE(S): INTEREST RESET DATE(S):
INTEREST PAYMENT DATE(S): INTEREST DETERMINATION DATE(S):
REDEMPTION DATE(S): STATED MATURITY DATE:
REPAYMENT DATE(S): CALCULATION DATE:
SURVIVOR'S OPTION _______ REDEMPTION PERIOD(S) AND PRICE(S):
OTHER PROVISIONS: REPAYMENT PRICE(S):
AMORTIZING NOTE:
[ ] YES [ ] NO
DEFAULT RATE: (ONLY APPLICABLE IF NOTE IS ISSUED AT
ORIGINAL ISSUE DISCOUNT)
OID DEFAULT AMOUNT: (ONLY APPLICABLE IF NOTE IS ISSUED AT
ORIGINAL ISSUE DISCOUNT)
AMORTIZATION SCHEDULE:
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a District
of Columbia cooperative association (herein called the "Company", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to Cede & Co. as nominee for
The Depositary Trust Company, or registered assigns, the principal sum of
U.S. DOLLARS, on the
Stated Maturity Date set forth above, and to pay interest thereon at the times,
in the amounts and to the persons specified in this Note. Payment of the
principal of (and premium, if any) and interest on this Note shall be made by
wire transfer to the account designated by the Depositary. The Company has
initially designated U.S. Bank Trust National Association acting through its
office in the Borough of Manhattan, The City of New York, as its Paying Agent
for the Securities.
3
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 IN FULL AT THIS PLACE.
Reference herein to "this Note", "herein" and comparable terms shall
include the terms specified on the face and reverse hereof as well as an
Addendum hereto (if an Addendum is specified above).
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
4
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION,
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION By___________________________________
Governor
This is one of the Notes of the
series designated therein issued
under the within-mentioned Indenture.
Dated: ___________________________________
Assistant Secretary-Treasurer
U.S. Bank Trust National Association,
as Trustee
Attest _______________________________
Assistant Secretary-Treasurer
By ___________________________
Authorized Signatory
[REVERSE OF NOTE]
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
CFC INTERNOTES(R)
(FLOATING RATE)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued and to be issued in one or more
series under an Indenture dated as of December 15, 1987, as supplemented by a
First Supplemental Indenture dated as of October 1, 1990 (the Indenture as so
supplemented being herein called the "Indenture"), between the Company and U.S.
Bank Trust National Association, as successor Trustee (herein called the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof, which
series is unlimited in aggregate principal amount.
Each Note of this series shall be dated the date of its
authentication by the Trustee. Each Note of this series shall also bear an
Original Issue Date, as specified on the face hereof, and such Original Issue
Date shall remain the same for all Securities subsequently issued upon transfer,
exchange or substitution of such original Note (or such subsequently issued
Securities) regardless of their dates of authentication.
SURVIVOR'S OPTION
If the Survivor's Option is applicable to this Note, the
Representative (defined below) of a deceased beneficial owner of this Note shall
be entitled to repayment of this Note following the death of the beneficial
owner (a "Survivor's Option"). Unless specifically provided on the face of this
Note, the Survivor's Option may not be exercised unless the Note was acquired by
the beneficial owner at least six months prior to such election.
If the Survivor's Option is applicable to this Note, upon the valid
exercise of the Survivor's Option, the Company shall repay the Note (or portion
thereof), properly tendered for repayment by or on behalf of the person (the
"Representative") that has authority to act on behalf of the deceased,
beneficial owner of a Note under the laws of the appropriate jurisdiction
(including, without limitation, the personal representative or executor of the
deceased beneficial owner or the surviving joint owner with the deceased
beneficial owner) at a price equal to 100% of the amortized principal amount of
the deceased beneficial owner's beneficial interest in such Note plus accrued
and unpaid interest to the date of such repayment, subject to the following
limitations:
(a) The Company may, in its sole discretion, limit the aggregate
principal amount of Notes as to which exercises of the
Survivor's Option shall be accepted by the Company from all
Representatives of deceased beneficial owners in any calendar
year (the "Annual Put Limitation") to an amount equal to the
greater of $2,000,000 or 2% of the Outstanding principal
amount of all Notes issued under the Indenture as of the end
of the most recent calendar year, or such greater amount as
the Company in its sole discretion may determine for any
calendar year, and may limit the aggregate principal amount of
Notes as to which
2
exercises of the Survivor's Option shall be accepted by the
Company from the Representative of any individual deceased
beneficial owner of Notes in any calendar year to $250,000, or
such greater amount as the Company in its sole discretion may
determine for any calendar year (the "Individual Put
Limitation").
(b) The Company shall not make principal repayments pursuant to
exercises of the Survivor's Option in amounts that are less
than $1,000 or multiples of $1,000, and the principal amount
of this Note Outstanding after repayment pursuant to exercise
of the Survivor's Option must be at least $1,000.
(c) This Note (or portion thereof) tendered pursuant to a valid
exercise of the Survivor's Option may not be withdrawn.
This Note (or portion hereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted in the order that it was
received by the Trustee, unless acceptance would contravene (i) the Annual Put
Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with
respect to the relevant individual deceased beneficial owner. If, as of the end
of any calendar year, the aggregate principal amount of Notes (or portions
hereof) that have been tendered pursuant to the valid exercise of the Survivor's
Option during such year has exceeded either the Annual Put Limitation, if
applied, or the Individual Put Limitation, if applied, for such year, any
exercise(s) of the Survivor's Option with respect to Notes (or portions thereof)
not accepted during such calendar year because such acceptance would have
contravened either such limitation, if applied, shall be deemed to be tendered
in the following calendar year in the order all such Notes (or portions hereof)
were originally tendered. If this Note (or portion thereof) is accepted for
repayment pursuant to exercise of the Survivor's Option, it shall be repaid on
the first interest payment date that occurs 20 or more calendar days after the
date of such acceptance. In the event that this Note (or any portion hereof)
tendered for repayment or repurchase pursuant to valid exercise of the
Survivor's Option is not accepted, the Trustee shall deliver a notice by
first-class mail to the registered holder hereof, at its last known address as
indicated in the Note Register, that states the reason this Note (or portion
hereof) has not been accepted for payment.
In order for a Survivor's Option to be validly exercised with
respect to this Note (or portion thereof), the Trustee must receive from the
Representative (i) a written request for repayment signed by the Representative,
and such signature must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office or correspondent in the
United States, (ii) tender of this Note (or portion thereof) to be repaid, (iii)
appropriate evidence satisfactory to the Trustee that (A) the deceased was the
beneficial owner of this Note at the time of death and the interest in this Note
was acquired by the deceased beneficial owner or his or her estate at least six
months prior to the request for repayment, (B) the death of such beneficial
owner has occurred, and the date of such death, and (C) the Representative has
authority to act on behalf of the deceased beneficial owner, (iv) if applicable,
a properly executed assignment or endorsement, (v) if the beneficial ownership
interest in this Note is held by a nominee of the deceased beneficial owner, a
certificate satisfactory to the Trustee from such nominee attesting to the
deceased's beneficial ownership of this Note, (vi) tax waivers and such other
instruments or documents that the Trustee reasonably requires in order to
establish the validity of the beneficial ownership of this Note and the
claimant's entitlement to payment and (vii) any additional information the
Trustee requires to
3
evidence satisfaction of any conditions to the exercise of such Survivor's
Option or to document beneficial ownership or authority to make the election and
to cause the repayment of this Note. Subject to the Corporation's right
hereunder to limit the aggregate principal amount of Notes as to which exercises
of the Survivor's Option shall be accepted in any one calendar year, all
questions as to the eligibility or validity of any exercise of the Survivor's
Option shall be determined by the Trustee, in its sole discretion, which
determination shall be final and binding on all parties.
The death of a person holding a beneficial ownership interest in
this Note as a joint tenant or tenant by the entirety with another person, or as
a tenant in common with the deceased holder's spouse, shall be deemed the death
of the beneficial owner of this Note, and the entire principal amount of this
Note so held shall be subject to repayment. However, the death of a person
holding a beneficial ownership interest in this Note as tenant in common with a
person other than such deceased holder's spouse shall be deemed the death of a
beneficial owner only with respect to the deceased person's interest in this
Note and only the deceased beneficial owner's percentage interest in the
principal amount of this Note shall be subject to repayment. The death of a
person who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interests in this Note shall be deemed the death of the
beneficial owner of this Note for purposes of this provision, regardless of
whether such beneficial owner was the registered holder of this Note, if such
beneficial ownership interest can be established to the satisfaction of the
Company and the Trustee. Such beneficial ownership interest shall be deemed to
exist in typical cases of nominee ownership, ownership under the Uniform
Transfers to Minors Act or Uniform Gifts to Minors Act, community property or
other joint ownership arrangements between a husband and wife. In addition, the
beneficial ownership interest shall be deemed to exist in custodial and trust
arrangements where one person has all of the beneficial ownership interest in
this Note during his or her lifetime.
For purposes of the Survivor's Option, a person shall be deemed to
have had a "beneficial ownership interest" in this Note if such person or such
person's estate had the right, immediately prior to such person's death, to
receive the proceeds from the disposition of this Note, as well as the right to
receive payment of the principal of this Note.
If this is a Global Note, the Depositary or its nominee shall be the
only entity that can exercise the Survivor's Option for such Note. To obtain
repayment pursuant to exercise of the Survivor's Option with respect to this
Note, the Representative must provide to the broker or other entity through
which the beneficial interest in this Note is held by the deceased beneficial
owner (i) the documents described in the third preceding paragraph and (ii)
instructions to such broker or other entity to notify the Depositary of such
Representative's desire to obtain repayment pursuant to exercise of the
Survivor's Option. Such broker or other entity must provide to the Trustee (i)
the documents received from the Representative referred to in clause (i) of the
preceding sentence and (ii) a certificate satisfactory to the Trustee from such
broker or other entity stating that it represents the deceased beneficial owner.
Such broker or other entity shall be responsible for disbursing any payments it
receives pursuant to exercise of the Survivor's Option to the appropriate
Representative.
4
REDEMPTION
This Note will not be convertible or subject to any sinking fund
and, except as set forth in the following paragraph, will not be subject to
redemption at the option of the Company or subject to repayment at the option of
the Holder hereof prior to the Stated Maturity Date.
Unless one or more Redemption Dates are specified on the face
hereof, this Note shall not be redeemable at the option of the Company before
the Stated Maturity Date specified on the face hereof. If one or more Redemption
Dates (or ranges of Redemption Dates) are so specified, this Note is subject to
redemption on any such date (or during any such range) at the option of the
Company, upon notice by first-class mail, postage prepaid, mailed not less than
30 days nor more than 60 days prior to the Redemption Date specified in such
notice, at the applicable Redemption Price specified on the face hereof
(expressed as a percentage of the principal amount of this Note), together in
the case of any such redemption with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity Date is prior to the Redemption
Date shall be payable to the Holder of this Note, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular or
Special Record Dates, all as provided in the Indenture. The Company may elect to
redeem less than the entire principal amount hereof, provided that the principal
amount, if any, of this Note that remains outstanding after such redemption is
an Authorized Denomination as defined herein. In the event of any redemption in
part, the Company shall not be required to (i) issue, register the transfer of,
or exchange any Note during a period of 15 days next preceding the day of the
first mailing of the notice of redemption of Securities selected for redemption
or (ii) register the transfer or exchange of any Note, or any portion thereof,
called for redemption, except the unredeemed portion of any Note being redeemed
in part.
REPAYMENT
Unless one or more Repayment Dates is specified above, this Note
shall not be repayable at the option of the Holder on any date prior to the
Stated Maturity specified above. If one or more Repayment Dates (or ranges of
Repayment Dates) are so specified, this Note is subject to repayment on any such
date (or during any such range) at the option of the Holder at a price equal to
100% of the principal amount hereof or, if this Note is a Discounted Note (as
specified on the face hereof), the applicable Repayment Price specified on the
face hereof (expressed as a percentage of the principal amount of this Note),
together in the case of any such repayment with accrued interest to the
Repayment Date, but interest installments whose Stated Maturity is prior to the
Repayment Date shall be payable to the Holder of this Note, or one or more
Predecessor Securities, of record at the close of business on the relevant
Regular or Special Record Dates, all as provided in the Indenture. For this Note
to be repaid at the option of the Holder, the Paying Agent must receive at least
30 days but not more than 60 days prior to the Repayment Date on which this Note
is to be repaid, (a) appropriate wire transfer instructions and (b) either (i)
this Note with the form entitled "Option to Elect Repayment" below duly
completed or (ii) a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States setting forth the name of the Holder of this Note, the principal amount
of this Note, the portion of principal amount of this Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note, together with the duly completed form entitled "Option
to Elect Repayment" on this Note, shall be received by the Paying Agent not
later than the fifth
5
Business Day after the date of such telegram, telex, facsimile transmission or
letter, provided, however, that such Note and form duly completed is received by
the Paying Agent by such fifth Business Day. Exercise of the repayment option by
the Holder shall be irrevocable. The repayment option with respect to this Note
may be exercised by the Holder for less than the entire principal amount hereof,
provided that the principal amount, if any, of this Note that remains
outstanding after such repayment must be an authorized denomination as defined
herein. The Company shall not be required to register the transfer or exchange
of any Note following the receipt of a notice to repay a Note as described
above. All questions as to the validity, eligibility (including time of receipt)
and acceptance of any Note for repayment shall be determined by the Trustee,
whose determination shall be final, binding and non-appealable.
In the event of redemption or repayment of this Note in part only, a
new Note or Securities of this series and of like tenor and for a principal
amount equal to the unredeemed or unrepaid portion shall be delivered to the
registered Holder upon the cancellation hereof.
If this Note is an Amortizing Note as shown on the face hereof or in
the pricing supplement attached hereto or delivered herewith, a portion or all
of the principal amount of this Note is payable prior to the Stated Maturity
Date in accordance with a schedule or by application of a formula.
INTEREST
This Note shall accrue interest from its date of original issuance
until its stated maturity or earlier redemption or repayment according to the
index or formula specified above. Interest payments on this Note shall include
the amount of interest accrued from and including the last interest payment date
to which interest has been paid, or from and including the date of original
issuance if no interest has been paid with respect to this Note, to, but
excluding, the applicable interest payment date, stated maturity date or date of
earlier redemption or repayment, as the case may be.
Interest on this Note shall be payable beginning on the first
interest payment date after its date of original issuance to holders of record
on the corresponding Regular Record Date.
6
PAYMENT OF INTEREST
Unless otherwise specified above, interest on this Note shall be paid as
follows:
INTEREST PAYMENT FREQUENCY INTEREST PAYMENT DATES
Monthly.......................... Fifteenth day of each calendar month, beginning in
the first calendar month following the month this
Note was issued.
Quarterly........................ Fifteenth day of every third month, beginning in the
third calendar month following the month this Note
was issued.
Semi-annually.................... Fifteenth day of every sixth month, beginning in the
sixth calendar month following the month this Note
was issued.
Annually......................... Fifteenth day of every twelfth month, beginning in
the twelfth calendar month following the month this
Note was issued.
Unless otherwise specified above, the Regular Record Date for any
interest payment date shall be the first day of the calendar month in which the
interest payment date occurs, except that the Regular Record Date for interest
due on this Note's stated maturity date or date of earlier redemption or
repayment shall be that particular date. If any interest payment date other than
the maturity date falls on a day that is not a Business Day, such interest
payment date shall be postponed to the following Business Day, except that, if
this is a LIBOR Note or a floating rate Note for which LIBOR is an applicable
base rate, if that Business Day falls in the next succeeding calendar month, the
interest payment date shall be the immediately preceding Business Day. If the
maturity date falls on a day that is not a Business Day, the related payment of
principal, premium, if any, and interest shall be made on the next Business Day
as if it were made on the date that payment was due, and no interest shall
accrue for the period from that maturity date to the date of payment.
Except as otherwise provided in the Indenture, any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may 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 to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes of this series not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes of this series may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
7
As used herein, "Business Day" means any day that is (a) neither a
Saturday or Sunday, nor a legal holiday nor a day on which banking institutions
in The City of New York are authorized or obligated by law, regulation or
executive order to close, and (b) if this is a Note for which LIBOR is an
applicable Base Rate, a London Business Day. "London Business Day" means a day
on which commercial banks are open for business, including for dealings in U.S.
dollars, in London.
Interest on this Note shall be determined by reference to one or more base
rates, which shall include:
- the CD rate,
- the commercial paper rate,
- the CMT rate,
- LIBOR,
- the prime rate,
- the treasury rate,
- the federal funds rate or
- any other domestic or foreign interest rate described above.
The related base rate shall be based upon the index maturity, as defined below
under "General Features," if applicable, and adjusted by a spread and/or spread
multiplier, if any, as specified above. In addition, this Note may bear interest
that is calculated by reference to two or more base rates determined in the same
manner as the base rates are determined. This Note specifies the base rate or
rates applicable to it.
General Features
Base Rates, Spreads and Spread Multipliers. The interest rate on
this Note shall be calculated by reference to one or more specified base rates,
in either case plus or minus any applicable spread, and/or multiplied by any
applicable spread multiplier. The "index maturity" is the period to maturity of
the instrument or obligation from which the base rate or rates are calculated,
if applicable, as specified above. The "spread" is the number of basis points to
be added to or subtracted from the base rate or rates applicable to this Note,
and the "spread multiplier" is the percentage of the base rate or rates
applicable to this Note by which the base rate or rates are multiplied to
determine the applicable interest rates on this Note, as specified in this Note.
Reset of Rates. The interest rate on this Note shall be reset daily,
weekly, monthly, quarterly, semiannually, annually or otherwise, as specified
above. Unless otherwise specified above, the dates on which such an interest
rate shall be reset shall be, if this Note resets
8
- daily, each Business Day;
- weekly, the Wednesday of each week, unless this note is a treasury
rate Note, in which case such rate shall be reset on the Tuesday of
each week;
- monthly, the third Wednesday of each month;
- quarterly, the third Wednesday of March, June, September and
December of each year;
- semi-annually, the third Wednesday of the two months of each year as
specified above; and
- annually, the third Wednesday of the month of each year as specified
above.
If any interest reset date for this is not a Business Day, it shall be postponed
to the next succeeding Business Day, except that, if this Note is a LIBOR Note,
or a floating rate Note for which LIBOR is an applicable base rate, if that
Business Day is in the next succeeding calendar month, that interest reset date
shall be the immediately preceding Business Day.
Maximum and Minimum Rates. This Note may also have either or
both of the following:
- a maximum limit, or ceiling, called the "maximum interest rate," on
the yearly interest rate in effect with respect to this Note from
time to time and
- a minimum limit, or floor, called the "minimum interest rate,"on the
yearly interest rate in effect with respect to this Note from time
to time.
In addition to any maximum interest rate which may apply to this Note, the
interest rate shall in no event be higher than the maximum rate permitted by New
York law, as the same may be modified by federal law of general application.
Determination of Reset Interest Rates. The interest rate
applicable to each interest reset period commencing on the respective interest
reset date shall be the rate determined as of the applicable interest
determination date defined below on or prior to the calculation date, as defined
below under "Calculation Agent."
Unless otherwise specified above, the "interest determination
date" with respect to an interest reset date for
- CD rate Notes, commercial paper rate Notes, CMT rate Notes, prime
rate Notes and federal funds rate Notes shall be the second Business
Day before the interest reset date,
- LIBOR Notes shall be the second London Business Day before the
interest reset date and
- treasury rate Notes shall be the day of the week in which that
interest reset date falls on which treasury
9
bills (as defined below under "Treasury Rate") are normally auctioned.
If as a result of a legal holiday a treasury ▇▇▇▇ auction is held on
the Friday of the week preceding an interest reset date, the related interest
determination date shall be the preceding Friday. If the interest rate of this
Note is determined with reference to two or more base rates, the interest
determination date shall be the first Business Day which is at least two
Business Days prior to the interest reset date on which each base rate is
determined. Each base rate shall be determined on that date and the applicable
interest rate shall take effect on the related interest reset date.
The interest rate in effect with respect to this Note on each day
that is not an interest reset date shall be the interest rate determined as of
the interest determination date for the immediately preceding interest reset
date. The interest rate in effect on any day that is an interest reset date
shall be the interest rate determined as of the interest determination date for
that interest reset date, subject in each case to any applicable law and maximum
or minimum interest rate limitations. However, the interest rate in effect with
respect to this Note for the period from its original issue date to the first
interest reset date (the "initial interest rate") shall be determined as
specified above.
Accrued Interest. Accrued interest for any interest period shall be
calculated by multiplying the principal amount of this Note by an accrued
interest factor. That accrued interest factor shall be computed by adding the
interest factor calculated for each day in the applicable interest period. The
interest factor for each day shall be computed by dividing the interest rate
applicable to that day by 360, or, if this Note is a CMT rate Note, treasury
rate Note or a floating rate Note for which the CMT rate or the treasury rate is
an applicable base rate, by the actual number of days in the year.
Calculation Agent. Unless otherwise specified above, the Trustee
shall be the Calculation Agent and shall calculate the interest rate applicable
to this Note on or before any calculation date. Upon the request of the holder
of this Note, the Calculation Agent shall provide the interest rate then in
effect and, if determined, the interest rate as determined for the then most
recent interest reset date with respect to this Note. Unless otherwise specified
above, the "calculation date" pertaining to any interest determination date
shall be the earlier of
- the tenth calendar day after that interest determination date or, if
that day is not a Business Day, the next succeeding Business Day, or
- the Business Day immediately preceding the applicable interest
payment date or maturity date, as the case may be.
All percentages resulting from any calculation on floating rate
Notes shall be rounded, if necessary, to the nearest one-hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward,
and all dollar amounts used in or resulting from that calculation on floating
rate Notes shall be rounded to the nearest cent, with one-half cent being
rounded upward.
The initial interest rate in effect with respect to this Note from
and including the original issue date to but excluding the first interest reset
date is specified above. The interest rate for each subsequent interest reset
10
date shall be determined by the Calculation Agent as set forth below, plus or
minus any spread and/or multiplied by any spread multiplier, and subject to any
maximum interest rate and/or minimum interest rate, as specified above.
CD Rate
Unless otherwise specified above, if this is a CD rate Note or a
floating rate Note for which the CD rate is an applicable base rate, "CD rate"
means, with respect to any interest determination date (a "CD rate interest
determination date") the rate on that date for negotiable U.S. dollar
certificates of deposit having the index maturity specified above as published
in H.15(519), as defined below, under the heading "CDs (Secondary Market)." If
the CD rate cannot be determined in this manner, the following procedures shall
apply.
- If the rate described above is not published by 3:00 p.m., New York City
time, on the relevant calculation date, then the CD rate shall be the rate
on that CD rate interest determination date for negotiable U.S. dollar
certificates of deposit having the specified index maturity as published
in H.15 Daily Update, as defined below, or other recognized electronic
sources used for the purpose of displaying the applicable rate, under the
caption "CDs (Secondary Market)."
- If by 3:00 p.m., New York City time, on the applicable calculation date,
that rate is not published in either H.15(519), H.15 Daily Update or
another recognized electronic source, the CD rate for that CD rate
interest determination date shall be calculated by the Calculation Agent
and shall be the arithmetic mean of the secondary market offered rates as
of 10:00 a.m., New York City time, on that CD rate interest determination
date, of three leading non-bank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York, selected by the
Calculation Agent, after consultation with the Company, for negotiable
U.S. dollar certificates of deposit of major U.S. money market banks for
negotiable certificates of deposit with a remaining maturity closest to
the index maturity specified above in an amount that is representative for
a single transaction in that market at that time.
- If the dealers selected as described above by the Calculation Agent are
not quoting rates as set forth above, the CD rate for that CD interest
rate determination date shall be the CD rate in effect for the immediately
preceding interest reset period, or if there was no interest reset period,
then the rate of interest payable shall be the initial interest rate.
"H.15(519)" means the weekly statistical release designated
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication, published by the Board of Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the Federal Reserve
System at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇/▇▇▇▇▇▇, or any successor
site or publication.
Commercial Paper Rate
11
Unless otherwise specified above, if this is a commercial paper rate
Note or a floating rate Note for which the commercial paper rate is an
applicable base rate, "commercial paper rate" means, for any interest
determination date (a "commercial paper rate interest determination date") the
money market yield on that date of the rate for commercial paper having the
index maturity specified above as published in H.15(519) under the caption
"Commercial Paper -- Nonfinancial." If the commercial paper rate cannot be
determined as described above, the following procedures shall apply.
- If the rate described above is not published by 3:00 p.m., New York City
time, on the relevant calculation date, then the commercial paper rate
shall be the money market yield of the rate on that commercial paper rate
interest determination date for commercial paper of the specified index
maturity as published in H.15 Daily Update, or in another recognized
electronic source used for the purpose of displaying the applicable rate,
under the caption "Commercial Paper -- Nonfinancial."
- If by 3:00 p.m., New York City time, on the calculation date, the rate
described is not yet published in H.15(519), H.15 Daily Update or another
recognized electronic source, the commercial paper rate for the applicable
commercial paper rate 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 (quoted on a bank discount basis), as
of 11:00 a.m., New York City time, on that commercial paper rate interest
determination date, of three leading dealers of United States dollar
commercial paper in The City of New York, selected by the Calculation
Agent, after consultation with the Company, for commercial paper of the
index maturity specified above placed for a non-financial issuer whose
bond rating is "Aa," or the equivalent, from a nationally recognized
statistical rating agency.
- If the dealers selected as described above by the Calculation Agent are
not quoting as set forth above, the commercial paper rate with respect to
that commercial paper rate interest determination date shall be the
commercial paper rate in effect for the immediately preceding interest
reset period, or if there was no interest reset period, the rate of
interest payable shall be the initial interest rate.
"Money market yield" means the 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" is the annual rate for commercial paper quoted on a bank discount
basis and expressed as a decimal, and "M" is the actual number of days in the
applicable interest period.
CMT Rate
Unless otherwise specified above, if this is a CMT rate Note or a
floating rate Note for which the CMT rate is an applicable base rate, "CMT rate"
means, for any interest determination date (a "CMT rate interest
12
determination date") the following rate displayed on the designated CMT Telerate
page, as defined below, under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays approximately 3:45
PM.," under the column for the designated CMT maturity index:
- if the designated CMT Telerate page is 7051, the rate for the relevant
interest determination date; or
- if the designated CMT Telerate page is 7052, the weekly or monthly
average, as specified above, for the week or the month, as applicable,
ended immediately preceding the week or month, as applicable, in which the
related CMT rate interest determination date falls.
If the CMT rate cannot be determined in this manner, the following
procedures shall apply.
- If the applicable rate described above 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 that CMT rate interest
determination date shall be the treasury constant maturity rate for the
designated CMT maturity index as published in H.15(519).
- If the rate described in the prior paragraph 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 for that CMT rate interest determination date
shall be the treasury constant maturity rate for the designated CMT
maturity index, or other treasury rate for the designated CMT maturity
index, for the CMT rate interest determination date with respect to that
interest reset date that is:
- published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury; and
- determined by the Calculation Agent to be comparable to the rate
formerly displayed on the designated CMT Telerate page and published
in H.15(519).
- If the rate described in the prior paragraph is not provided by 3:00 p.m.,
New York City time, on the related calculation date, then the CMT rate for
the CMT rate interest determination date shall be calculated by the
Calculation Agent and shall be a yield to maturity, based on the
arithmetic mean of the secondary market bid rates as of approximately 3:30
p.m., New York City time, on the 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
("reference dealers") selected by the Calculation Agent (from five such
reference dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, 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 treasury note
quotations as described above, the CMT
13
rate for that CMT rate interest determination date shall be calculated by
the Calculation Agent and shall be a yield to maturity based on the
arithmetic mean of the secondary market bid rates as of approximately 3:30
p.m., New York City time, on the CMT rate interest determination date of
three reference dealers in The City of New York (from five such reference
dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for
treasury notes with an original maturity of the number of years that is
the next highest to the designated CMT maturity index and a remaining 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
set forth above, then the CMT rate shall be based on the arithmetic mean
of the bid rates obtained and neither the highest nor lowest of such
quotes shall be eliminated. However, if fewer than three reference dealers
selected by the Calculation Agent are quoting as set forth above, the CMT
rate with respect to that CMT rate interest determination date shall be
the CMT rate for the immediately preceding interest reset period, or if
there was no interest reset period, the rate of interest payable shall be
the initial interest rate. 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, then the
quotes for the treasury note with the shorter remaining term to maturity
shall be used.
"Designated CMT maturity index" means the original period to
maturity of the U.S. treasury securities (1, 2, 3, 5, 7, 10, 20 or 30 years)
specified above with respect to which the CMT rate shall be calculated.
"Designated CMT Telerate page" means the display on MoneyLine
Telerate, Inc., or any successor service, on the page specified above, or any
successor page on that service, for the purpose of displaying treasury constant
maturities as reported in H.15(519), or, if no such page is specified above,
MoneyLine Telerate page 7052.
LIBOR
Unless otherwise specified above, "LIBOR" means the rate determined
by the Calculation Agent in accordance with the following provisions:
- For an interest determination date (a "LIBOR interest determination date")
LIBOR shall be either:
- if "LIBOR Reuters" is specified above, the arithmetic mean of the
offered rates in U.S. dollars, unless the Designated LIBOR page, as
defined below, by its terms provides only for a single rate, in
which case that single rate shall be used, for deposits in U.S.
dollars having the index maturity specified above, 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
- if "LIBOR Telerate" is specified above or if neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified above as the method for
calculating LIBOR, the rate for deposits in U.S. dollars having the
14
index maturity specified above commencing on that 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 that LIBOR interest determination date shall be
determined as if the parties had specified the rate described in the
following paragraph.
- For 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 the paragraph above, the Calculation Agent
shall 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 its offered
quotation for deposits in U.S. dollars for the period of the index
maturity specified above, commencing on the applicable interest reset
date, to prime banks in the London interbank market at approximately 11:00
a.m., London time, on that LIBOR interest determination date and in a
principal amount that is representative for a single transaction in U.S.
dollars in that market at that time.
- If the reference banks provide at least two such quotations, then LIBOR
for that LIBOR interest determination date shall be the arithmetic mean of
such quotations. If fewer than two quotations are provided, then LIBOR for
that LIBOR interest determination date shall be the arithmetic mean of the
rates quoted at approximately 11:00 a.m., in The City of New York on that
LIBOR interest determination date by three major banks, in The City of New
York, after consultation with the Company, for loans in U.S. dollars to
leading European banks, having the index maturity specified above and in a
principal amount that is representative for a single transaction in U.S.
dollars in that market at that time.
- If the banks selected by the Calculation Agent are not quoting as set
forth above, LIBOR with respect to that LIBOR interest determination date
shall be LIBOR for the immediately preceding interest reset period, or if
there was no interest reset period, the rate of interest payable shall be
the initial interest rate.
"Designated LIBOR page" means
- if "LIBOR Reuters" is specified above, the display on the Reuters Monitor
Money Rates Service, or any successor service, on the page specified
above, or any successor page on that service, for the purpose of
displaying the London interbank rates of major banks for U.S. dollars, or
- if "LIBOR Telerate" is specified above or if neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified as the method for calculating LIBOR, the
display on MoneyLine Telerate, Inc., or any successor service, for the
purpose of displaying the London interbank rates of major banks for U.S.
dollars.
Prime Rate
Unless otherwise specified above, if this is a prime rate Note or a
floating rate Note for which the prime rate is an applicable base rate, "prime
rate" means with respect to any interest determination date (a "prime rate
interest determination date") the rate set forth on such date in H.15(519) under
the caption "Bank Prime Loan." If the prime rate cannot be determined as
described above, the following procedures shall apply.
15
- If the rate described above is not published by 3:00 p.m., New York City
time, on the related calculation date, then the rate on such prime rate
interest determination date as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of displaying that rate,
under the caption "Bank Prime Loan" shall be the prime rate.
- If the rate described above is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 p.m., New York City
time, on the related calculation date, then the prime rate shall be
determined by the Calculation Agent and shall be the arithmetic mean of
the rates of interest publicly announced by each bank that appears on the
Reuters Screen US PRIME 1 page, as defined below, as that bank's prime
rate or base lending rate as of 11:00 a.m., New York City time, on that
prime rate interest determination date.
- If fewer than four of these rates appear on the Reuters Screen US PRIME 1
page for that prime rate interest determination date, then the prime rate
shall be determined by the Calculation Agent and shall be the arithmetic
mean of the prime rates 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 that prime rate interest determination date by three
major banks in New York City selected by the Calculation Agent, after
consultation with the Company.
- If the banks selected by the Calculation Agent are not quoting as set
forth above, the prime rate with respect to that prime rate interest
determination date shall remain the prime rate for the immediately
preceding interest reset period, or if there was no interest reset period,
the rate of interest payable shall be the initial interest rate.
"Reuters Screen US PRIME 1 page" means the display on the Reuters
Monitor Money Rates Service, or any successor service, on the "US PRIME 1" page,
or such other page as may replace the US PRIME 1 page on that service, for the
purpose of displaying prime rates or base lending rates of major United States
banks.
Treasury Rate
Unless otherwise specified above, if this is a treasury rate Note or a
floating rate Note for which the treasury rate is an applicable base rate,
"treasury rate" means, with respect to any interest determination date (a
"treasury rate interest determination date") the rate from the auction held on
such treasury rate interest determination date of direct obligations of the
United States, or "treasury bills," having the index maturity specified above
under the caption "INVESTMENT RATE" on the display on MoneyLine Telerate, Inc.
or any successor service, on page 56, or any other page as may replace that page
on that service ("Telerate page 56") or page 57, or any other page as may
replace that page on that service ("Telerate page 57"). If the treasury rate
cannot be determined in this manner, the following procedures shall apply.
- If the rate described above is not so published by 3:00 p.m., New York
City time, on the related calculation date, the bond equivalent yield of
the rate for those treasury bills as published in H.15 Daily Update, or
another recognized electronic source used for the purpose of displaying
that rate, under the caption "U.S.
16
Government Securities/Treasury Bills/Auction High," shall be the treasury
rate.
- If the rate described in the prior paragraph is not so published by 3:00
p.m., New York City time, on the related calculation date, the bond
equivalent yield, as defined below, of the auction rate of such treasury
bills as announced by the United States Department of the Treasury shall
be the treasury rate.
- If the auction rate described in the prior paragraph is not so announced
by the United States Department of the Treasury, or if no such auction is
held, then the treasury rate shall be the bond equivalent yield of the
rate on that treasury rate interest determination date of treasury bills
having the index maturity specified above as published in H.15(519) under
the caption "U.S. Government Securities/Treasury Bills/Secondary Market"
or, if not yet published by 3:00 p.m., New York City time, on the related
calculation date, the rate on that treasury rate interest determination
date of those treasury bills as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of displaying that rate,
under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market."
- If the rate described in the prior paragraph is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source, then
the treasury rate shall be calculated by the Calculation Agent and shall
be the bond equivalent yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City time, on
that 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
above.
- If the dealers selected as described above by the Calculation Agent are
not quoting as set forth above, the treasury rate with respect to that
treasury rate interest determination date shall be the treasury rate for
the immediately preceding interest reset period, or if there was no
interest reset period, the rate of interest payable shall be the initial
interest rate.
"Bond equivalent yield" means a yield, expressed as a percentage,
calculated in accordance with the following formula:
Bond equivalent yield = D x N x 100
-------------
360 - (D x M)
where "D" is the applicable per annum rate for treasury bills quoted on a bank
discount basis, "N" refers to 365 or 366, as the case may be, and "M" is the
actual number of days in the applicable interest reset period.
Federal Funds Rate
Unless otherwise specified above, if this Note is a federal funds
rate Note or a floating rate Note for which the federal funds rate is an
applicable base rate, "federal funds rate" means with respect to any interest
17
determination date (a "federal funds rate interest determination date") the rate
with respect to that date for United States dollar federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" as that rate is
displayed on MoneyLine Telerate, Inc., or any successor service, on page 120, or
any other page as may replace that page on that service ("Telerate page 120").
If the federal funds rate cannot be determined in this manner, the following
procedures shall apply.
- If the rate described above does not appear on Telerate page 120 by 3:00
p.m., New York City time, on the related calculation date, then the
federal funds rate shall be the rate with respect to that federal funds
rate interest determination date for United States dollar federal funds as
published in H.15 Daily Update, or another recognized electronic source
used for the purpose of displaying that rate, under the caption "Federal
Funds (Effective)."
- If the rate described above does not appear on Telerate page 120 or is not
yet published in H.15(519), H.15 Daily Update or another electronic source
by 3:00 p.m., New York City time, on the related calculation date, then
the federal funds rate with respect to that federal funds rate interest
determination date shall be calculated by the Calculation Agent and shall
be the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of
United States dollar federal funds transactions in The City of New York
selected by the Calculation Agent, after consultation with the Company,
prior to 9:00 a.m., New York City time, on the Business Day following that
federal funds rate interest determination date.
- If the brokers selected as described above by the Calculation Agent are
not quoting as set forth above, the federal funds rate with respect to
that federal funds rate interest determination date shall be the federal
funds rate for the immediately preceding interest reset period, or if
there was no interest reset period, the rate of interest payable shall be
the initial interest rate.
OTHER MATTERS
The Company at its option, subject to the terms and conditions
provided in the Indenture, (a) shall be discharged from any and all obligations
in respect of the Notes (except for certain obligations including obligations to
register the transfer or exchange of Notes, replace stolen, lost or mutilated
Notes, maintain paying agencies and hold moneys for payment in trust) or (b)
need not comply with certain restrictive covenants of the Indenture after the
Company deposits with the Trustee (or, in certain circumstances, 91 days after
the Company deposits with the Trustee), pursuant to an escrow trust agreement,
money or U.S. Government Obligations, or a combination of money and U.S.
Government Obligations, which through the payment of interest thereon and
principal thereof in accordance with their terms shall provide money in an
amount sufficient to pay all the principal of, and interest on, the Notes on the
dates such payments are due in the currency, currencies or currency unit or
units, in which such Notes are payable and in accordance with the terms of the
Securities.
If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
18
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all series affected thereby (acting as one class). The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the Outstanding Securities of all series
affected thereby (acting as one class), on behalf of the Holders of all
Securities of each such series, to waive compliance by the Company with certain
provisions of the Indenture. The Indenture also provides that, regarding the
Securities of any series, the Holders of not less than a majority in principal
amount of the Outstanding Securities of such series may waive certain past
defaults and their consequences on behalf of the Holders of all Securities of
such series. 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.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Note of this series shall have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as Trustee, the Trustee shall not have received from
the Holders of a majority in principal amount of the Outstanding Securities of
this series a direction inconsistent with such request and the Trustee shall
have failed to institute such proceeding within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of (and premium, if any) or interest on
this Note on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note
or 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, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Note
Register, upon surrender of this Note for registration of transfer at the office
or agency as may be designated by the Company 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 Note Registrar 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 and terms, of
authorized denominations and for the same aggregate principal amount, shall be
issued to the designated transferee or transferees.
The Notes of this series are issuable only in registered form,
without coupons, in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof. 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 and
terms of a different authorized denomination, as requested by the Holder
surrendering the same.
19
No service charge shall 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 as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes 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 meanings assigned to them in the Indenture.
20
ABBREVIATIONS
The following abbreviations, when used in the inscription of 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 GIFT MIN Act ____Custodian____
TEN ENT - as tenants by the entireties (cust) (Minor)
JT TEN - as joint tenants with right Under Uniform Gifts to
of survivorship and not as Minors Act__________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
21
FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns and transfer(s) unto
Please insert social security
or other identifying number
of assignee
____________________________________
____________________________________________________________________________
PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
____________________________________________________________________________
____________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing_____________________________________________________Attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated:___________________ ____________________________________
Signature
(The signature to this
assignment must correspond
with the name as written upon
the face of the within
instrument in every
particular, without alteration
or enlargement or any change
whatever.)
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE AT THE OPTION OF THE HOLDER AND
THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS
The undersigned hereby irrevocably requests and instructs the
Company to repay the attached Note (or portion thereof specified below) pursuant
to its terms at a price equal to 100% of the principal amount thereof together
in the case of any such repayment with interest to the repayment date, to the
undersigned at ___________________________________________________.
For the Note to be repaid at the option of the Holder, the Paying
Agent must receive at its corporate trust office, at least 30 days but not more
than 60 days prior to the repayment date on which the Note is to be repaid, (i)
the Note together with this "Option to Elect Repayment" form duly completed or
(ii) a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or trust company in the United States setting forth
the name of the Holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Note,
together with this duly completed form entitled "Option to Elect Repayment" on
the reverse of the Note, shall be received by the Paying Agent not later than
the third Business Day after the date of such telegram, telex, facsimile
transmission or letter, provided, however, that such telegram, telex, facsimile
transmission or letter shall be effective only if the Note with such form duly
completed are received by the paying agent by such third Business Day.
If less than the entire principal amount of the attached Note is to
be repaid, specify the portion thereof which the Holder elects to have repaid:
____________________; and specify the denomination or denominations (which shall
be an Authorized Denomination) of the Note or Notes to be issued to the Holder
for the portion of the within Note not being repaid (in the absence of any
specification, one such Note shall be issued for the portion not being repaid):
______________________.
Dated:_______________________ ______________________________
NOTICE: The signature to this
Option to Elect Repayment must
correspond with the name as
written upon the face of the
within instrument in every
particular, without alteration
or enlargement or any change
whatsoever.