EXHIBIT 4.B
REGISTERED REGISTERED
No. FLR-___________ PRINCIPAL AMOUNT (and
CUSIP No.:_________ Specified Currency if other than U.S. dollars):
MERCK & CO., INC.
MEDIUM-TERM NOTE, SERIES F
(Floating Rate)
INSERT IF THE SECURITY IS TO BE A BOOK-ENTRY SECURITY -- This
Security is a Book-Entry Security within the meaning of the Indenture referred
to on the reverse hereof and is registered in the name of a Depositary or a
nominee of a Depositary. This Security 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 this Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary.
Unless this Certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC") to the Company
or its agent for registration of transfer, exchange or payment, and any
Certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment hereon
is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
ORIGINAL INITIAL
ISSUE DATE: INTEREST RATE: % MATURITY DATE:
AUTHORIZED DENOMINATIONS: INTEREST RATE BASIS
(if Specified Currency is
other than U.S. Dollars)
INDEX MATURITY:
INDEX CURRENCY:
DESIGNATED LIBOR DESIGNATED CMT
PAGE: MATURITY INDEX:
DESIGNATED CMT
TELERATE PAGE:
SPREAD (plus or minus): SPREAD MULTIPLIER:
MINIMUM INTEREST RATE: MAXIMUM INTEREST RATE:
INTEREST PAYMENT DATES: INTEREST PAYMENT PERIOD:
INTEREST RESET DATES: INTEREST RESET PERIOD:
CALCULATION AGENT:
OPTIONAL REPAYMENT DATES: REDEMPTION COMMENCEMENT DATE:
REDEMPTION PERIODS: REDEMPTION PRICES:
OTHER PROVISIONS:
Merck & Co., Inc., a New Jersey corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co., as
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nominee for the Depository Trust Company, or registered assigns, the principal
sum of _______________ [Specified Currency] on the Maturity Date specified above
and to pay interest thereon from and including the Original Issue Date specified
above or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, on the Interest Payment Dates in each year specified
above (provided, that if any such date (other than Maturity) is not a Market Day
(as defined hereinafter) for this Security, such Interest Payment Date will be
the next succeeding Market Day (or, if the Interest Rate Basis specified above
is LIBOR or EURIBOR and such next succeeding Market Day falls in the next
calendar month, the next preceding Market Day)) and at Maturity, commencing on
the first such Interest Payment Date next succeeding the Original Issue Date
(or, if the Original Issue Date is after a Regular Record Date and before the
Interest Payment Date immediately following such Regular Record Date, on the
second such Interest Payment Date next succeeding the Original Issue Date), at a
rate per annum equal to the Initial Interest Rate specified above until the
first Interest Reset Date following the Original Issue Date and on and after
such Interest Reset Date at the rate determined in accordance with the
provisions set forth on the reverse hereof, until the principal hereof is paid
or made available for payment, and (to the extent that the payment of such
interest shall be legally enforceable) at the interest rate equal to the
interest rate in effect on the most recent Interest Reset Date on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the 15th day (whether or not a Business Day in
New York City) before such Interest Payment Date; provided, however, that
interest payable at Maturity will be payable to the person to whom principal
shall be payable. 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 Security (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 of which shall be given to the Holders of Securities 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 Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) and any such
interest on this Security will be made in the Specified Currency specified above
(or, if such Specified Currency is not at the time of such payment legal tender
for the payment of public and private debts, in such other coin or currency of
the country which issued such Specified Currency as at the time of such payment
is legal tender for the payment of such debts); provided, however, that, if this
Security is denominated in other than U.S. dollars, payments of principal (and
premium, if any) and interest on this Security will nevertheless be made in U.S.
dollars: (a) at the option of the Holder of this Security under the procedures
described in the two next succeeding paragraphs and (b) at the Company's option
in the case of imposition of exchange controls or other circumstances
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beyond the Company's control as described in the fifth succeeding paragraph. The
Company will at all times appoint and maintain a Paying Agent (which may be the
Trustee) authorized by the Company to pay the principal of (and premium, if any)
or interest on any Securities of this series on behalf of the Company and having
an office or agency (the "Paying Agent Office") in The City of New York, where
Securities of this series may be presented or surrendered for payment and where
notices, designations or requests in respect of payments with respect to
Securities of this series may be served. The Company has initially appointed
U.S. Bank Trust National Association, as such Paying Agent, with the Paying
Agent Office currently at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Company
will give prompt written notice to the Trustee of any change in such
appointment.
Except as provided in the next paragraph, payments of interest and
principal (and premium, if any) for any Security of this series denominated in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the
registered Holder of such Security on the relevant Regular Record Date, or at
the Maturity of such Security, as the case may be, has transmitted a written
request for such payment in U.S. dollars to the Trustee at its Corporate Trust
Office in The City of New York on or before such Regular Record Date, or the
date 15 days prior to Maturity, as the case may be. Such request may be in
writing (mailed or hand delivered) or by cable, telex or other form of facsimile
transaction. Any such request made for any Security by a registered Holder will
remain in effect for any further payments of interest and principal (and
premium, if any) on such Security payable to such Holder, unless such request is
revoked on or before the relevant Regular Record Date or the date 15 days before
the Maturity of such Security, as the case may be. Notwithstanding the
foregoing, any nominee of The Depository Trust Company ("DTC"), as Holder, will
be deemed to have elected to receive payments on a Security denominated other
than in U.S. dollars except to the extent that such Holder requests, in
accordance with the then current policies of DTC, that such payments be made in
the Specified Currency, and to such extent payments on such Security will be
made in the Specified Currency.
The U.S. dollar amount to be received by a Holder of a Security
denominated in a Specified Currency other than U.S. dollars who elects to
receive payment in U.S. dollars will be based on the highest currency bid
quotation in The City of New York received by the Exchange Rate Agent (as
defined below) as of 11:00 A.M., New York City time on the second Market Day
next preceding the applicable payment date from three recognized foreign
exchange dealers (one of which may be the Exchange Rate Agent) for the purchase
by the quoting dealer of such Specified Currency for U.S. dollars for settlement
on such payment date in the aggregate amount of such Specified Currency payable
to all Holders of Securities of this series denominated in such Specified
Currency electing to receive U.S. dollar payments on such payment date and at
which the applicable dealer commits to execute a contract. If three such bid
quotations are not available on the second Market Day preceding the payment of
principal (and premium, if any) or interest for any such Security, such payment
will be made in the Specified Currency. All currency exchange costs associated
with any payment in U.S. dollars on
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any such Security will be borne by the Holder thereof by deductions from such
payment. If this Security is denominated in a Specified Currency other than U.S.
dollars, (i) the Company will at all times appoint and maintain an agent that is
not an affiliate of the Company as Exchange Rate Agent hereunder; and (ii) the
Company has initially appointed U.S. Bank Trust National Association, as such
Exchange Rate Agent and will give prompt written notice to the Trustee of any
change in such appointment.
"Market Day" means (a) with respect to all Securities, any day that
is a Business Day in The City of New York, (b) with respect to a Security that
is a LIBOR note, any day on which dealings in the relevant index currency are
transacted in the London interbank market, (c) with respect to a Security
denominated in a currency other than U.S. dollars or euros, any day that is a
Business Day in the principal financial center of the country issuing the
Specified Currency, (d) with respect to a Security denominated in euros, or that
is a EURIBOR note, or a LIBOR note for which the index currency is euros, any
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System, or any successor system, is open for business and (e)
for any other Securities, any day that is a Business Day in The City of New
York.
Payment of the principal of (and premium, if any) and interest on
any Security of this series due at the Maturity of such Security will be made in
immediately available funds upon surrender of such Security at the Corporate
Trust Office of U.S. Bank Trust National Association, in the Borough of
Manhattan, The City of New York; provided that such Security is presented to the
Paying Agent in time for the Paying Agent to make such payment in accordance
with its normal procedures. Payments of interest on any Security of this series
(other than at the Maturity of such Security) will be made by check mailed to
the address of the Person entitled thereto as it appears in the Security
Register or by wire transfer to such account as may have been appropriately
designated in writing no later than the relevant Regular Record Date to the
Paying Agent by such Person.
A payment on this Security due on any day that is not a Market Day
with respect to this Security need not be made on such a day, but may be made on
the next succeeding Market Day with the same force and effect as if made on the
due date, and no interest shall accrue for the period from and after such date.
Payments of interest and principal (and premium, if any) on this
Security to be paid in a Specified Currency other than U.S. dollars will be made
by wire transfer to such account maintained with a bank located in the country
issuing the Specified Currency or other jurisdiction acceptable to the Company
and the Trustee as shall have been designated in writing on or prior to the
Regular Record Date preceding the Interest Payment Date or 15 days preceding
Maturity, as the case may be, or, in the case of a Security held registered to a
nominee of DTC, not later than the time required by then-current policies of
DTC, by the registered Holder of this Security on the relevant Regular Record
Date or Maturity; provided that, in the case of payment of principal of (and
premium, if any) and any interest due at Maturity, the Security is presented to
the Paying Agent in time for the Paying Agent to make such payments in such
funds in accordance
-5-
with its normal procedures. Such designation shall be made by filing the
appropriate information with the Trustee at its Corporate Trust Office in The
City of New York, and, unless revoked, any such designation made with respect to
this Security by a registered Holder will remain in effect with respect to any
further payments with respect to such Security payable to such Holder. If a
payment with respect to this Security cannot be made by wire transfer because
the required designation has not been received by the Trustee on or before the
requisite date or for any other reason, a notice will be mailed to the Holder at
its registered address requesting a designation pursuant to which such wire
transfer can be made and, upon the Trustee's receipt of such a designation, such
payment will be made within 5 Market Days of such receipt. The Company will pay
any administrative costs imposed by banks in connection with making payments by
wire transfer, but any tax, assessment or governmental charge imposed upon
payments will be borne by the Holders of the Securities in respect of which
payments are made.
If the principal of (and premium, if any) or interest on this
Security is payable in other than U.S. dollars and such Specified Currency is
not available, due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of this Security by making such payments in U.S.
dollars on the basis of the most recently available Exchange Rate (as defined on
the reverse hereof).
If the Specified Currency specified above is converted into or
replaced by another currency pursuant to law having general and direct
applicability in the jurisdiction which issued such Specified Currency (which
may include European Community law), any payments in respect of this Security
otherwise required to be made in such Specified Currency shall be made in the
currency into or by which such Specified Currency has been so converted or
replaced, based on the conversion or equivalency rate prescribed by law having
general and direct applicability in such jurisdiction (which may include
European Community law), and such Specified Currency shall not be deemed to be
unavailable to the Company solely by reason of any such conversion or
replacement. If any currency is introduced in the jurisdiction issuing the
Specified Currency on the basis of legally enforceable equivalency to such
Specified Currency pursuant to law having general and direct applicability in
such state (which may include European Community law) in preparation for
conversion of such Specified Currency into, or replacement of such Specified
Currency by, such other currency, the Company shall be entitled, at its option,
to make any payments in respect of this Security otherwise required to be made
in such Specified Currency in such other currency based on the equivalency rate
prescribed by law having general and direct applicability in such jurisdiction
(which may include European Community law). Making payments in accordance with
this paragraph shall not, by itself, constitute a default in the Company's
obligations to make such payments. No occurrence of a currency conversion,
replacement or introduction of a type described in this paragraph involving the
Specified Currency shall, by itself, entitle the Company to avoid its
obligations under this Security or entitle the Company or any Holder of this
Security to rescission of the purchase and sale of this Security or to
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reformation of any of the terms hereof on the grounds of impossibility or
impracticability of performance, frustration of purpose or otherwise.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: _________, 200_
MERCK & CO., INC.
By ______________________
Attest:
_________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION,
As Trustee
By ______________________________________
Authorized Officer
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Reverse of Security
MERCK & CO., INC.
MEDIUM-TERM NOTE, SERIES F
(Floating Note)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of April 1, 1991, as amended and
supplemented (the "Indenture"), between the Company and U.S. Bank Trust National
Association, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof. The Securities of this series may
be issued upon original issuance under the Indenture from time to time in an
aggregate principal amount not to exceed $3,817,795,000 or its equivalent in one
or more other currencies [,] [currency units,] or composite currencies;
provided, however, that the foregoing limit may be increased by the Company if
in the future it determines that it may wish to sell additional Securities of
this series.
This Security is not subject to any sinking fund and, unless a
Redemption Commencement Date is specified on the face hereof, this Security
shall not be redeemable before the Maturity Date specified on the face hereof.
If a Redemption Commencement Date is so specified, this Security is subject to
redemption upon not more than 60 or less than 30 days' notice by first class
mail at any time on or after the Redemption Commencement Date, as a whole or in
part in increments of $1,000 or such other minimum Authorized Denomination as is
specified on the face hereof (provided that any principal amount of such
Security shall be at least $1,000 or such other minimum Authorized
Denomination), at the election of the Company, at the Redemption Price specified
on the face hereof (expressed as a percentage of the principal amount of this
Security) applicable to the Redemption Period so specified during which this
Security is to be redeemed, together in the case of any such redemption with
accrued interest to the Redemption Date; but interest installments whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holder of
this Security, or one or more Predecessor Securities, of record at the close of
business on the relevant Regular Record Dates referred to on the face hereof,
all as provided in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor and for a principal
amount equal to the
unredeemed portion will be delivered to the registered Holder upon the
cancellation hereof.
This Security will be repayable by the Company at the option of the
Holder thereof prior to Stated Maturity only if one or more Optional Repayment
Dates are specified on the face hereof. If so specified, this Security will be
subject to repayment at the option of the Holder hereof on any Optional
Repayment Date in whole or from time to time in part in increments of $1,000 or
such other minimum Authorized Denomination as is specified herein (provided that
any remaining principal amount thereof shall be at least $1,000 or such other
minimum Authorized Denomination), at a repayment price equal to 100% of the
unpaid principal amount to be repaid (or, if this Security is an Original Issue
Discount Security, such lesser amount as provided herein), together with unpaid
interest accrued to the date of repayment. For this Security to be repaid, such
Security must be received, together with the form hereon entitled "Option to
Elect Repayment" duly completed, by the Trustee at its Corporate Trust Office
(or such other address of which the Company shall from time to time notify the
Holders) not more than 60 nor less than 30 calendar days prior to the date of
repayment. Exercise of such repayment option by the Holder shall be irrevocable.
The rate of interest on this Security will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (such period being the "Interest
Reset Period" for such Floating Rate Note, and the first date of each Interest
Period being an "Interest Reset Date"), depending on the Interest Reset Period
specified on the face hereof; provided, however, that the interest rate in
effect from the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof. Except as provided in the
next sentence, the Interest Reset Date will be, if this Security resets daily,
each Market Day; if this Security resets weekly (unless the Interest Rate Basis
for this Security is the Treasury Rate), the Wednesday of each week; if this
Security resets weekly and the Interest Reset Basis for this Security is the
Treasury Rate, the Tuesday of each week (except as otherwise provided below); if
this Security resets monthly, the third Wednesday of each month; if this
Security resets quarterly, the third Wednesday of each March, June, September
and December; if this Security resets semi-annually, the third Wednesday of two
months of each year, as specified on the face hereof; and if this Security
resets annually, the third Wednesday of one month of each year, as specified on
the face hereof. If any Interest Reset Date would otherwise be a day that is not
a Market Day for this Security, the Interest Reset Date shall be postponed to
the next day that is a Market Day for this Security, except that if the Interest
Rate Basis specified on the face hereof is LIBOR and such next succeeding Market
Day is in the next succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Market Day for this Security.
"Index Maturity" means the period to maturity of the instrument or
obligation on which the interest rate formula is based.
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"London Market Day" means any day on which dealings in the Index
Currency are transacted in the London interbank market.
Except as otherwise specified in this paragraph, the rate of
interest on this Security for each Interest Reset Date shall be the rate
determined in accordance with the provisions below under the heading below
corresponding to the Interest Rate Basis specified on the face hereof:
Commercial Paper Rate. If the Interest Rate Basis of this Security is the
Commercial Paper Rate, the interest rate hereon for any Interest Reset Date
shall equal the Money Market Yield (calculated as described below) of the
rate, for the relevant Commercial Paper Interest Determination Date, for
commercial paper having the Index Maturity specified on the face hereof, as
that rate is published by the Board of Governors of the Federal Reserve
System in "Statistical Release H.15(519)" or any successor publication of the
Board of Governors of the Federal Reserve System ("H.15(519)") under the
heading "Commercial Paper -- Nonfinancial." If the Commercial Paper Rate
cannot be determined as described above, the following procedures will apply
in determining the Commercial Paper Rate:
(i) If the rate described above does not appear in H.15(519) by 9:00 A.M.,
New York City time, on the relevant Calculation Date (as defined below)
(unless the calculation is made earlier and the rate is available from that
source at that time), then the Commercial Paper Rate will be the Money Market
Yield of the discount rate, for such Commercial Paper Interest Determination
Date, for commercial paper having the Index Maturity, as published in the
daily update of H.15(519) available through the worldwide-web site of the
Board of Governors of the Federal Reserve System or any successor site or
publication ("H.15 daily update") or any other recognized electronic source
used for displaying that rate, under the heading "Commercial Paper --
Nonfinancial."
(ii) If the rate described in clause (i) above does not appear in either
H.15(519), H.15 daily update or another recognized electronic source by 3:00
P.M., New York City time, on such Calculation Date (unless the calculation is
made earlier and the rate is available from one of those sources at that
time), then the Commercial Paper Rate will be the Money Market Yield of the
arithmetic mean of the following offered rates for U.S. dollar commercial
paper that has the Index Maturity and is placed for an industrial issuer
whose bond rating is "Aa", or the equivalent, from a nationally recognized
rating agency: the rates offered as of 11:00 A.M., New York City time, on
such Commercial Paper Interest Determination Date, by three leading U.S.
dollar commercial paper leading dealers in The City of New York selected by
the Calculation Agent.
(iii) If fewer than three dealers selected by the Calculation Agent are
quoting as described in clause (ii) above, the Commercial Paper Rate for such
Interest Reset Date will be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date (or, in the case of the first
Interest Reset Date, the Initial Base Rate).
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In any of the above cases (i) through (iii), the Interest Rate Basis so
determined will be adjusted (x) by the addition or subtraction of the Spread,
if any, specified on the face hereof, or then (y) by multiplying such rate by
the Spread Multiplier, if any, specified on the face hereof.
"Money Market Yield" means a yield expressed as a percentage and calculated
in accordance with the following formula:
Money Market Yield = 100 x 360 x D
-------------
360 - (D x M)
where
- "D" refers to the per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal; and
- "M" refers to the actual number of days in the period
corresponding to the Index Maturity specified on the face
hereof.
Prime Rate. If the Interest Rate Basis of this Security is the Prime Rate,
the interest rate hereon for any Interest Reset Date shall equal the rate,
for the relevant Prime Interest Determination Date, published in H.15(519)
under the heading "Bank Prime Loan." If the Prime Rate cannot be determined
as described above, the following procedures will apply in determining the
Prime Rate:
(i) If the rate described above does not appear in H.15(519) by 9:00 A.M.,
New York City time, on the relevant Calculation Date (unless the calculation
is made earlier and the rate is available from that source at that time),
then the Prime Rate will be the rate, for the relevant Prime 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
heading "Bank Prime Loan."
(ii) If the rate described in clause (i) above does not appear in H.15(519),
H.15 daily update or another recognized electronic source by 3:00 P.M., New
York City time, on the relevant Calculation Date (unless the calculation is
made earlier and the rate is available from one of those sources at that
time), then the Prime Rate will be the arithmetic mean of the following rates
as they appear on Reuters Screen US PRIME 1 Page: the rate of interest
publicly announced by each bank appearing on that page as such bank's prime
rate or base lending rate, as of 11:00 A.M., New York City time, on such
Prime Interest Determination Date.
(iii) If fewer than four of these rates referred to in clause (ii) above
appear on the Reuters Screen US PRIME 1 Page, on such Prime Interest
Determination Date, then the Prime Rate will 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 such Prime Interest Determination Date, of three major banks in The City
of New York selected by the Calculation Agent.
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(iv) If fewer than three banks selected by the Calculation Agent are quoting
as described in clause (iii) above, the Prime Rate for such Interest Reset
Date will be the Prime Rate in effect on such Prime Interest Determination
Date (or, in the case of the first Interest Reset Date, the Initial Base
Rate).
In any of the above cases (i) through (iv), the Interest Rate Basis so
determined will be adjusted (x) by the addition or subtraction of the Spread,
if any, specified on the face hereof, or then (y) by multiplying such rate by
the Spread Multiplier, if any, specified on the face hereof.
"Reuters Screen US PRIME 1 Page" means the display designated as page "US
PRIME 1" on the Reuters Monitor Money Rates Service (or such other page as
may replace the US PRIME 1 page on that service or any successor service for
the purpose of displaying prime rates or base lending rates of major United
States banks).
LIBOR. If the Interest Rate Basis of this Security is LIBOR, the interest
rate hereon shall be determined by the Calculation Agent in accordance with
the following provisions: (i) With respect to any LIBOR Interest
Determination Date, LIBOR will be either of the following rates, whichever
appears on the face hereof:
(x) the offered rate appearing on the "Moneyline Telerate LIBOR Page" (as
defined below); or
(y) the arithmetic mean of the offered rates appearing on the "Reuters Screen
LIBOR Page" (as defined below) unless that page by its terms cites only one
rate, in which case that one rate;
in either case, as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, for deposits of the Index Currency having the Index
Maturity beginning on such Interest Reset Date. If no reference page is
specified on the face hereof, Moneyline Telerate LIBOR Page will apply to
this Security.
(ii) If Moneyline Telerate LIBOR Page is specified on the face hereof and the
rate described in clause (x) above does not appear on that page, or if
Reuters Screen LIBOR Page is specified on the face hereof and fewer than two
of the rates described in clause (y) above appear on that page or no rate
appears on any page on which only one rate normally appears, then LIBOR will
be determined on the basis of the rates, at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date, at which deposits of the
following kind are offered to prime banks in the London interbank market by
four major banks in that market selected by the Calculation Agent: deposits
of the Index Currency having the Index Maturity, beginning on such Interest
Reset Date, and in a Representative Amount (as defined below). The
Calculation Agent will request the principal London office of each of these
banks to provide a quotation of its rate. If at least two quotations are
provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean of the quotations.
(iii) If fewer than two quotations are provided as described in clause (ii)
above, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean of
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the rates for loans of the following kind to leading European banks quoted,
at approximately 11:00 A.M., in the principal financial center (as defined
below) for the country issuing the Index Currency, on such LIBOR Interest
Determination Date, by three major banks in that financial center selected by
the Calculation Agent: loans of the Index Currency having the Index Maturity,
beginning on such Interest Reset Date, and in a Representative Amount.
(iv) If fewer than three banks selected by the Calculation Agent are quoting
as described in clause (iii) above, LIBOR will be the LIBOR in effect on such
LIBOR Interest Determination Date (or, in the case of the first Interest
Reset Date, the Initial Base Rate).
In any of the above cases (i) through (iv), the Interest Rate Basis
so determined will be adjusted (x) by the addition or subtraction of the
Spread, if any, specified on the face hereof, or then (y) by multiplying
such rate by the Spread Multiplier, if any, specified on the face hereof.
If the Base Rate is LIBOR and no currency is specified on the face
hereof as the Index Currency, the Index Currency shall be U.S. dollars.
"Moneyline Telerate LIBOR Page" means Moneyline Telerate page 3750
or any replacement page or pages on which London interbank rates of major
banks for the relevant index currency are displayed.
"Principal financial center" means the capital city of the country
issuing the Specified Currency, except that with respect to U.S. dollars,
Australian dollars, Canadian dollars, South African rand and Swiss francs,
the principal financial center will be The City of New York, Sydney,
Toronto, Johannesburg and Zurich, respectively.
"Representative Amount" means an amount that, in the Calculation
Agent's judgment, is representative of a single transaction in the
relevant market at the relevant time.
"Reuter Screen LIBOR Page" means the display on the Reuters Monitor
Money Rates Service, or any successor service, on the page designated as
"LIBOR" or any replacement page or pages on which London interbank rates
of major banks for the relevant index currency are displayed.
EURIBOR. If the Interest Rate Basis of this Security is EURIBOR, the interest
rate hereon for any Interest Reset Date shall equal the interest rate for
deposits in euros designated as "EURIBOR" and sponsored jointly by the
European Banking Federation and ACI - the Financial Market Association (or
any company established by the joint sponsors for purposes of compiling and
publishing that rate) on EURIBOR Interest Determination Date. ▇▇▇▇▇▇▇ will be
determined in accordance with the following provisions:
(i) EURIBOR will be the offered rate for deposits in euros having the
Index Maturity beginning on the second Euro Business Day (as defined
below) after the
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relevant EURIBOR Interest Determination Date, as that rate appears on
Moneyline Telerate Page 248 as of 11:00 A.M., Brussels time, on such
EURIBOR Interest Determination Date.
(ii) If the rate described in clause (i) above does not appear on
Moneyline Telerate Page 248, then EURIBOR will be determined on the basis
of the rates, at approximately 11:00 A.M., Brussels time, on such EURIBOR
Interest Determination Date, at which deposits of the following kind are
offered to prime banks in the Euro-Zone (as defined below) interbank
market by the principal Euro-Zone office of each of four major banks in
that market selected by the Calculation Agent: euro deposits having the
Index Maturity, beginning on such Interest Reset Date, and in a
Representative Amount (as defined above). The Calculation Agent will
request the principal Euro-Zone office of each of these banks to provide a
quotation of its rate. If at least two quotations are provided, EURIBOR
for such EURIBOR Interest Determination Date will be the arithmetic mean
of such quotations.
(iii) If fewer than two quotations are provided as described in clause
(ii) above, then EURIBOR for such EURIBOR Interest Determination Date will
be the arithmetic mean of the rates for loans of the following kind to
leading Euro-Zone banks quoted, at approximately 11:00 A.M., Brussels
time, on such EURIBOR Interest Determination Date, by three major banks in
the Euro-Zone selected by the Calculation Agent: loans of euros having the
Index Maturity, beginning on such Interest Reset Date, and in a
Representative Amount.
-15-
(iv) If fewer than three banks selected by the Calculation Agent are
quoting as described in clause (iii) above, then EURIBOR will be the
EURIBOR in effect on such EURIBOR Interest Determination Date (or, in the
case of the first Interest Reset Date, the Initial Base Rate).
In any of the above cases (i) through (iv), the Interest Rate Basis
so determined will be adjusted (x) by the addition or subtraction of the
Spread, if any, specified on the face hereof, or then (y) by multiplying
such rate by the Spread Multiplier, if any, specified on the face hereof.
"Euro Business Day" means any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is open for business.
"Euro-Zone" means, at any time, the region comprised of the member states of
the European Economic and Monetary Union that, as of that time, have adopted
a single currency in accordance with the Treaty on European Union of February
1992, as amended.
"Moneyline Telerate Page" means the display on the Moneyline Telerate, Inc.,
or any successor service, on the page or pages specified on the face hereof,
or any replacement page or pages on that service.
Treasury Rate. If the Interest Rate Basis of this Security is the Treasury
Rate, the interest rate hereon for any Interest Reset Date shall equal the
rate for the auction, on the relevant Treasury Interest Determination Date,
of direct obligations of the United States ("Treasury Bills") having the
Index Maturity specified on the face hereof, as that rate appears on
Moneyline Telerate Pages 56 or 57 under the heading "Investment Rate." If the
Treasury Rate cannot be determined as described above, the following
procedures will apply in determining the Treasury Rate:
(i) If the rate described above does not appear on either Moneyline Telerate
Page 56 or 57 by 3:00 P.M., New York City time, on the relevant Calculation
Date (unless the calculation is made earlier and the rate is available from
one of those sources at that time), then the Treasury Rate will be the Bond
Equivalent Yield (as defined below) of the rate, for such Treasury Interest
Determination Date and for Treasury Bills having the Index Maturity, as
published in H.15 daily update, or another recognized electronic source used
for displaying that rate, under the heading "U.S. Government
Securities/Treasury Bills/Auction High."
(ii) If the rate described in clause (i) above does not appear in H.15 daily
update or another recognized electronic source by 3:00 P.M., New York City
time, on such Calculation Date (unless the calculation is made earlier and
the rate is available from one of those sources at that time), then the
Treasury Rate will be the Bond Equivalent
-16-
Yield of the auction rate, for such Treasury Interest Determination Date and
for Treasury Bills having the Index Maturity, as announced by the U.S.
Department of the Treasury.
(iii) If the auction rate described in clause (ii) above is not so announced
by 3:00 P.M., New York City time, on such Calculation Date, or if no such
auction is held for the relevant week, then the Treasury Rate will be the
Bond Equivalent Yield of the rate, for such Treasury Interest Determination
Date and for Treasury Bills having a remaining maturity closest to the Index
Maturity, as published in H.15(519) under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market."
(iv) If the rate described in clause (iii) above does not appear in H.15(519)
by 3:00 P.M., New York City time, on such Calculation Date (unless the
calculation is made earlier and the rate is available from that source at
that time), then the Treasury Rate will be the rate, for such Treasury
Interest Determination Date and for Treasury Bills having a remaining
maturity closest to the Index Maturity, as published in H.15 daily update, or
another recognized electronic source used for displaying that rate, under the
heading "U.S. Government Securities/Treasury Bills/Secondary Market."
(v) If the rate described in clause (iv) above does not appear in H.15 daily
update or another recognized electronic source by 3:00 P.M., New York City
time, on such Calculation Date (unless the calculation is made earlier and
the rate is available from one of those sources at that time), then the
Treasury Rate will be the Bond Equivalent Yield of the arithmetic mean of the
following secondary market bid rates for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity: the rates bid as of
approximately 3:30 P.M., New York City time, on such Treasury Interest
Determination Date, by three primary U.S. government securities dealers in
The City of New York selected by the Calculation Agent.
(vi) If fewer than three dealers selected by the Calculation Agent are
quoting as described in clause (v) above, the Treasury Rate will be the
Treasury Rate in effect on such Treasury Interest Determination Date (or, in
the case of the first Interest Reset Date, the Initial Base Rate).
In any of the above cases (i) through (vi), the Interest Rate Basis so
determined will be adjusted (x) by the addition or subtraction of the Spread,
if any, specified on the face hereof, or then (y) by the multiplication by
the Spread Multiplier, if any, specified on the face hereof.
"Bond Equivalent Yield" means a yield expressed as a percentage and
calculated in accordance with the following formula:
Bond Equivalent Yield = D x N__x 100
------------
N - (D x M)
where
Section 1. "D" equals the annual rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal;
-17-
Section 2. "N" equals 365 or 366, as the case may be; and
Section 3. "M" equals the actual number of days in the period
corresponding to the Index Maturity specified on the face hereof.
CD Rate. If the Interest Rate Basis of this Security is the CD Rate, the
interest rate hereon for any Interest Reset Date shall equal the rate, for
the relevant CD Interest Determination Date, for negotiable U.S. Dollar
certificates of deposit having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "CDs (Secondary Market)."
If the CD Rate cannot be determined as described above, the following
procedures will apply in determining the CD Rate:
(i) If the rate described above does not appear in H.15(519) by 3:00 P.M.,
New York City time, on the relevant Calculation Date (unless the calculation
is made earlier and the rate is available from that source at that time),
then the CD Rate will be the rate as published in H.15 daily update, or
another recognized electronic source used for displaying that rate, under the
heading "CDs (Secondary Market)."
(ii) If the rate described in clause (i) above does not appear in H.15(519),
H.15 daily update or another recognized electronic source by 3:00 P.M., New
York City time, on such Calculation Date (unless the calculation is made
earlier and the rate is available from one of those sources at that time),
then the CD Rate will be the arithmetic mean of the following secondary
market offered rates for negotiable U.S. dollar certificates of deposit of
major U.S. money center banks having a remaining maturity closest to the
Index Maturity, and in a Representative Amount: the rates offered as of 10:00
A.M., New York City time, on such CD Interest Determination Date, by three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in
The City of New York, as selected by the Calculation Agent.
(iii) If fewer than three dealers selected by the Calculation Agent are
quoting as described in clause (ii) above, then the CD Rate will be CD rate
in effect on such CD Interest Determination Date (or, in the case of the
first Base Reset Date, the Initial Base Date).
In any of the above cases (i) through (iii), the Interest Rate Basis so
determined will be adjusted (x) by the addition or subtraction of the Spread,
if any, specified on the face hereof, or then (y) by multiplying such rate by
the Spread Multiplier, if any, specified on the face hereof.
Federal Funds Rate. If the Interest Rate Basis of this Security is the
Federal Funds Rate, the interest rate hereon for any Interest Reset Date
shall equal the rate, on the relevant Federal Funds Interest Determination
Date, for U.S. dollar Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)," as that rate is displayed on Moneyline
Telerate Page 120. If the Federal Funds Rate cannot be determined as
described above, the following procedures will apply in determining the
Federal Funds Rate:
(i) If the rate described above is not displayed on Moneyline Telerate Page
120 by 3:00 P.M., New York City time, on the relevant Calculation Date
(unless the
-18-
calculation is made earlier and the rate is available from that source at
that time), then the Federal Funds Rate will be the rate on such Federal
Funds Interest Determination Date as published in H.15 daily update, or
another recognized electronic source used for displaying that rate, under the
heading "Federal Funds (Effective)."
(ii) If the rate described in clause (i) above is not displayed on Moneyline
Telerate Page 120 and does not appear in H.15(519), H.15 daily update or
another recognized electronic source by 3:00 P.M., New York City time, on
such Calculation Date (unless the calculation is made earlier and the rate is
available from one of those sources at that time), then the Federal Funds
Rate will be the arithmetic mean of the rates for the last transaction in
overnight, U.S. dollar Federal Funds arranged before 9:00 A.M., New York City
time, on such Federal Funds Interest Determination Date, by three leading
brokers of U.S. dollar federal funds transactions in The City of New York
selected by the Calculation Agent.
(iii) If fewer than three brokers selected by the Calculation Agent are
quoting as described in clause (ii) above, then the Federal Funds Rate will
be the Federal Funds Rate in effect on such Federal Funds Interest
Determination Date (or, in the case of the first Interest Reset Date, the
Initial Base Rate).
In any of the above cases (i) through (iii), the Interest Rate Basis so
determined will be adjusted (x) by the addition or subtraction of the Spread,
if any, specified on the face hereof, or then (y) by multiplying such rate by
the Spread Multiplier, if any, specified on the face hereof.
CMT Rate. If the Interest Rate Basis of this Security is the CMT Rate, the
interest rate hereon for any CMT Interest Determination Date shall equal the
rate displayed on the Designated CMT Moneyline Telerate Page (as defined
below) under the heading ". . . Treasury Constant Maturities . . . Federal
Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under the
column for the Designated CMT Index Maturity (as defined below) for (i) if
the Designated CMT Moneyline Telerate Page is 7051, the rate for such CMT
Interest Determination Date; or (ii) if the Designated CMT Moneyline Telerate
Page is 7052, the weekly or monthly average, as specified on the face hereof,
for the week that ends immediately before the week in which such CMT Interest
Determination Date falls, or for the month that ends immediately before the
month in which such CMT Interest Determination Date falls, as applicable. If
the CMT Rate cannot be determined as described above, the following
procedures will apply in determining the CMT Rate:
(i) If the rate described above is not displayed on the relevant Designated
CMT Moneyline Telerate Page by 3:00 P.M., New York City time, on the
Calculation Date (unless the calculation is made earlier and the rate is
available from that source at that time), then the CMT Rate will be the
applicable treasury constant maturity rate described above -- i.e., for the
Designated CMT Index Maturity and for either such CMT Interest Determination
Date or the weekly or monthly average, as applicable -- as published in
H.15(519).
-19-
(ii) If the applicable rate described in clause (i) above does not appear in
H.15(519) by 3:00 P.M., New York City time, on such Calculation Date (unless
the calculation is made earlier and the rate is available from that source at
that time), then the CMT Rate will be the treasury constant maturity rate, or
other U.S. treasury rate, for the Designated CMT Index Maturity and with
reference to such CMT Interest Determination Date, that:
(a) is published by the Board of Governors of the Federal Reserve System, or
the U.S. Department of the Treasury, and
(b) is determined by the Calculation Agent to be comparable to the
applicable rate formerly displayed on the Designated CMT Moneyline
Telerate Page and published in H.15(519).
(iii) If the rate described in clause (ii) above does not appear in H.15(519)
by 3:00 P.M., New York City time, on such Calculation Date (unless the
calculation is made earlier and the rate is available from that source at
that time), then the CMT Rate will be the yield to maturity of the arithmetic
mean of the following secondary market offered rates for the most recently
issued Treasury Notes (as defined below) having an original maturity of
approximately the Designated CMT Index Maturity and a remaining term to
maturity of not less than the Designated CMT Index Maturity minus one year
and in a Representative Amount: the offered rates, as of approximately 3:30
P.M., New York City time, on such CMT Interest Determination Date, of three
primary U.S. government securities dealers in The City of New York selected
by the Calculation Agent. In selecting these offered rates, the Calculation
Agent will request quotations from five of these primary dealers and will
disregard the highest quotation -- or, if there is equality, one of the
highest -- and the lowest quotation -- or, if there is equality, one of the
lowest. "Treasury Notes" are direct, non-callable fixed rate obligations of
the U.S. government.
(iv) If the Calculation Agent is unable to obtain three quotations of the
kind described in clause (iii) above, then the CMT Rate will be the yield to
maturity of the arithmetic mean of the following secondary market offered
rates for Treasury Notes having an original maturity longer than the
Designated CMT Index Maturity, with a remaining term to maturity closest to
the Designated CMT Index Maturity and in a Representative Amount: the offered
rates, as of approximately 3:30 P.M., New York City time, on such CMT
Interest Determination Date, of three primary U.S. government securities
dealers in The City of New York selected by the Calculation Agent. In
selecting these offered rates, the Calculation Agent will request quotations
from five of these primary dealers and will disregard the highest quotation
-- or, if there is equality, one of the highest -- and the lowest quotation
-- or, if there is equality, one of the lowest. If two Treasury Notes with an
original maturity longer than the Designated CMT Index Maturity have
remaining terms to maturity that are equally close to the Designated CMT
Index Maturity, the Calculation Agent will obtain quotations for the Treasury
Note with the shorter remaining term to maturity.
-20-
(v) If fewer than five but more than two of these primary dealers are quoting
as described in clause (iv) above, then the CMT Rate will be based on the
arithmetic mean of the offered rates so obtained, and neither the highest nor
the lowest of such quotations will be disregarded.
(vi) If two or fewer primary dealers selected by the Calculation Agent are
quoting as described in clause (v) above, then the CMT Rate for such CMT
Interest Determination Date will be the CMT Rate in effect on such CMT
Interest Determination Date (or, in the case of the first Interest Reset
Date, the Initial Base Rate).
In any of the above cases (i) through (vi), the Interest Rate Basis so
determined will be adjusted (x) by the addition or subtraction of the Spread,
if any, specified on the face hereof, or then (y) by multiplying such rate by
the Spread Multiplier, if any, specified on the face hereof.
"Designated CMT Index Maturity" means the Index Maturity for a CMT Rate and
will be the original period to maturity of a U.S. Treasury security (either
1, 2, 3, 5, 7, 10, 20 or 30 years) specified on the face hereof. If no such
original maturity is so specified, the Designated CMT Index Maturity shall be
two years.
"Designated CMT Moneyline Telerate Page" means the display on the Moneyline
Telerate, Inc., or any successor service, on the page designated herein (or
any other page as may replace such page on that service for the purpose of
displaying treasury constant maturities as reported in H.15(519)), for the
purpose of displaying treasury constant maturities as reported in H.15(519).
If no Moneyline Telerate Page is specified herein, the applicable Designated
CMT Moneyline Telerate Page shall be Moneyline Telerate Page 7052. If
Moneyline Telerate Page 7052 applies but it is not specified on the face
hereof whether the weekly or monthly average applies, the weekly average will
apply.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, specified on the face hereof or
less than the Minimum Interest Rate, if any, specified on the face hereof. In
addition, the interest rate hereon will in no event be higher than the maximum
rate permitted by New York law, as the same may be modified by United States law
of general application.
The Company will at all times appoint and maintain an agent that is
not an affiliate of the Company as Calculation Agent hereunder. The Company has
initially appointed U.S. Bank Trust National Association, as such Calculation
Agent and will give prompt written notice to the Trustee of any change in such
appointment. The Company will cause the Calculation Agent to calculate the
interest rate on this Security for any Interest Reset Date in accordance with
the foregoing on or before the Calculation Date pertaining to the related
Interest Determination Date. Except as otherwise provided herein, all
percentages resulting from any calculations will be rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
..09876545) being rounded upward to 9.87655% (or .0987655)), and all U.S. dollar
amounts used in or resulting
-21-
from such calculations will be rounded to the nearest cent or, in the case of
Securities denominated other than in U.S. dollars, the nearest unit of such
other currency of composite currency (with one-half cent or unit being rounded
upward). The Calculation Agent's determination of any interest rate will be
final and binding in the absence of manifest error.
Upon the request of the Holder of this Security, the Calculation
Agent will provide to such Holder the interest rate hereon then in effect and,
if determined, the interest rate hereon which will become effective on the next
Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date if the rate
of interest hereon shall be determined in accordance with the provisions under
the headings above entitled "Commercial Paper Rate" (the "Commercial Paper
Interest Determination Date"), "Prime Rate" (the "Prime Rate Interest
Determination Date"), and "Federal Funds Rate" (the "Federal Funds Rate Interest
Determination Date") will be the first Market Day immediately preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date if the rate of interest hereon shall be determined in accordance with
the provisions under the heading above entitled "LIBOR" (the "LIBOR Interest
Determination Date") will be the second London Market Day preceding such
Interest Reset Date, unless the Index Currency is pounds sterling, in which case
the LIBOR Interest Determination Date will be the Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date if the rate of
interest hereon shall be determined in accordance with the provisions under the
heading above entitled "EURIBOR Rate" (the "EURIBOR Rate Interest Determination
Date") will be the second Euro Business Day preceding the Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date if the rate
of interest hereon shall be determined in accordance with the provisions under
the heading above entitled "Treasury Rate" (the "Treasury Interest Determination
Date") will be the day of the week on which Treasury Bills are normally
auctioned for the week in which such Interest Reset Date falls. Treasury Bills
are usually sold at auction on the Monday of each week, unless that day is a
legal holiday, in which case the auction is usually held on the following
Tuesday, except that such auction may be held on the preceding Friday. If, as
the result of a legal holiday, an auction is held on the preceding Friday, such
Friday will be the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If the auction is
held on a day that would otherwise be an Interest Reset Date, then the Interest
Reset Date will instead be the first Market Day following the auction date. The
Interest Determination Date pertaining to an Interest Reset Date if the rate of
interest hereon shall be determined in accordance with the provisions under the
headings above entitled "CD Rate" (the "CD Rate Interest Determination Date")
and "CMT Rate" (the "CMT Rate Interest Determination Date") will be the second
Market Day before the Interest Reset Date.
The interest rate with respect to any Interest Reset Date will be
determined by the Calculation Agent as of the related Interest Determination
Date and will be calculated no later than the Calculation Date. "Calculation
Date" means, unless
-22-
otherwise specified herein, the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Market Day, the next
succeeding Market Day or (ii) the Market Day immediately preceding the
applicable Interest Payment Date or the Maturity, whichever is the day on which
the next payment of interest will be due, as the case may be.
Payments of interest hereon with respect to any Interest Payment
Date will include interest accrued to but excluding such Interest Payment Date.
Accrued interest hereon from (and including) the Original Issue Date
or from (and including) the last date to which interest has been paid is
calculated by multiplying the principal amount of this Security by an accrued
interest factor. Such accrued interest factor is computed by adding the interest
factors calculated for each day from (and including) the Original Issue Date, or
from (and including) the last date to which interest has been paid, to but
excluding the date for which accrued interest is being calculated. The interest
factor (expressed as a decimal) for each such day is computed by dividing the
interest rate (expressed as a decimal) applicable to such day by 360 if the
Interest Rate Basis for this Security is the Commercial Paper Rate, Prime Rate,
LIBOR Rate, EURIBOR Rate, CD Rate and Federal Funds Rate or, if the Interest
Rate Basis for this Security is the Treasury Rate or the CMT Rate, by the actual
number of days in the year.
If an Event of Default with respect to the Securities of this series
shall occur and be continuing, the principal of the Securities of this series
(or, in the case of any Securities of this series that are Original Issue
Discount Securities, an amount of principal thereof determined in accordance
with the provisions of this Security set out in the next paragraph (the "Default
Amount")) may be declared due and payable in the manner and with the effect
provided in the Indenture.
If this Security is an Original Issue Discount Security and if an
Event of Default with respect to the Securities of this series shall have
occurred and be continuing, the Default Amount of principal of this Security may
be declared due and payable in the manner and with the effect provided in the
Indenture. Such Default Amount shall be equal to the adjusted issue price as at
the first day of the accrual period as determined under Treasury Regulation
Section 1.1275-1(b) (or successor regulation) under the United States Internal
Revenue Code of 1986, as amended, in which the date of acceleration occurs,
increased by the daily portion of the original issue discount for each day in
such accrual period ending on the date of acceleration, as determined under
Treasury Regulation Section 1.1272-1(b) (or successor regulation) under the
United States Internal Revenue Code of 1986, as amended. Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on this Security shall terminate.
-23-
The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this Security or (ii) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein.
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 a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security or Securities 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 Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, places and rates,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth (including, in the case of a Book-Entry Security, certain
additional limitations), the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer
at the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security is payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of (i) if denominated in U.S. dollars, $1,000
and any integral multiple thereof or (ii) if denominated in a Specified Currency
other than U.S. dollars, the amount of such Specified Currency which is
equivalent at the noon buying rate for cable transfers of the Specified Currency
as reported by the Federal Reserve Bank of New York (the "Exchange Rate") on the
first Market Day next preceding the Original Issue Date, to $1,000 (rounded down
to an integral multiple of 1,000 units (but not less than 1,000 units) of the
Specified Currency) and any greater amount that is an integral multiple of 1,000
units of such Specified Currency). The Securities of this series may be issued,
in
-24-
whole or in part, in the form of one or more Book-Entry Securities bearing the
legend specified in the Indenture regarding certain restrictions on registration
of transfer and exchange and issued to The Depository Trust Company as
depository for the Book-Entry Securities of this series (the "Depository") or
its nominee and registered in the name of the Depositary or such nominee. As
provided in the Indenture and subject to certain limitations (including, in the
case of any Book-Entry Security, certain additional limitations) therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor 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 Security 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 Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
-25-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of the within Security, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
▇▇ ▇▇▇ - as joint tenants with the right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT - __________ Custodian ____________
(Cust) (Minor)
under Uniform Gifts to Minors Act
_________________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
__________________________________________
-26-
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Typewrite Name and Address,
Including Postal Zip Code, of Assignee)
the within Security and all rights thereunder, and hereby irrevocably constitute
and appoints__________________________________________________________________to
transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated:______________
Signature Guaranteed
__________________________________ ________________________________________
NOTICE: Signature must be NOTICE: The signature of this assignment
guaranteed by a member firm of the must correspond with the name as written
New York Stock Exchange or a upon the face of the within Security in
commercial bank or trust company. every particular, without alteration or
enlargement or any change whatever.
-27-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay the within Security (or portion thereof specified below) pursuant to
its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at
_________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof (which shall be increments of $1,000 or
such other minimum Authorized Denomination as is specified on the face
hereof) which the holder elects to have repaid: _________________; and
specify the denomination or denominations (which shall not be less than the
minimum Authorized Denomination) of the Securities to be issued to the Holder
for the portion of the within Security not being repaid (in the absence of
any such specification, one such Security will be issued for the portion not
being repaid):
_____________________________
Date: _______________________ ______________________________________________
NOTICE: The signature on 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.
-28-