(Page 11 of 6)
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Note Number Name(s) of Agent(s) Agent's Commission SCANA
CORPORATION
----------------------- --------------- -------------------- -------------------------------------------------------- --------------
Principal Amount Trade Date Original Issue Date Interest Rate (Or Yield to Maturity For Original Issue CUSIP
$ Discount Notes)
======================= =============== ============ ================= ============================================== --------------
Maturity Date Account No. Ticket No. Issue Price Taxpayer's I.D. or Soc. Sec. No. Transferred
N/A N/A % * N/A
======================= =============== ============ ================= ============================================== --------------
Name and Address of Registered Owner
MEDIUM TERM NOTE
CEDE & CO. CONFIRMATION
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ TRUSTEE AND PAYING AGENT
New York, New York 10004 THE BANK OF NEW YORK
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
---------------------- ------------------------ ------------------------------------------------------------ -----------------------
CUSTOMER COPY Retain for Tax Purposes The Time of the Transaction Will Be Published Upon Written Please Sign and Return
Request of the Customer Enclosed Receipt
---------------------- ------------------------ ------------------------------------------------------------ -----------------------
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) 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 SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL
AMOUNT: $
No.:
CUSIP:
SCANA CORPORATION
MEDIUM-TERM NOTE
Due From Nine Months to Thirty Years From Date of Issue
ISSUE PRICE: % ADDITIONAL PROVISIONS: (applicable only to
Floating Rate Notes)
ORIGINAL ISSUE DATE: INDEX MATURITY:
MATURITY DATE: BASE RATE:
REDEMPTION (check one):
SPREAD (PLUS OR MINUS):
[ ] No. This Note is not subject to redemption.
SPREAD MULTIPLIER:
[ ] Yes. This Note is subject to redemption on the following
Redemption Date(s) at the following Redemption Price(s). INTEREST RESET PERIOD:
Partial Redemption Price(s): INTEREST RESET DATES:
Partial Redemption Date(s): MAXIMUM INTEREST RATE:
RECORD DATES: MINIMUM INTEREST RATE:
INTEREST (check one): INTEREST PAYMENT PERIOD:
[ ] FIXED RATE NOTE INTEREST PAYMENT DATES:
If this box is checked, the Interest Rate on this Note
shall be %. DESIGNATED LIBOR CURRENCY:
[ ] FLOATING RATE NOTE DESIGNATED LIBOR PAGE:
If this box is checked, the Initial Interest Rate on this Note
shall be
SCANA CORPORATION, a corporation duly organized and existing under the
laws of the State of South Carolina (herein referred to as the "Company"), for
value received, hereby promises to pay Cede & Co., or registered assigns, the
principal sum of Dollars ($ .00) on the "Maturity Date" shown above and to pay
interest thereon as hereinafter described.
REFERENCE IS ▇▇▇▇▇▇ MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE SUBSEQUENT PAGES HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless
and until this Note has been authenticated by The Bank of New York, or its
successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated: SCANA CORPORATION
CERTIFICATE OF AUTHENTICATION
By:
-----------------------------------------------------------------------
Authorized Officer
This is one of the Securities of the series designated therein referred to in
the within mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
Attest:
---------------------------------------------------------------------
Secretary
By:
Authorized Signatory [CORPORATE SEAL]
SCANA CORPORATION
MEDIUM-TERM NOTES
1. This is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (herein called the "Securities") of a
series hereinafter specified as issued and to be issued under an indenture dated
as of November 1, 1989 (herein called the "Indenture") between the Company and
The Bank of New York (herein called the "Trustee", which term includes any
successor Trustee under the Indenture), to which Indenture and Resolutions of
the Board of Directors of the Company adopted or indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of
the Company, the Trustee and the Holders of the Securities, and the terms upon
which the Securities are, and are to be, authenticated and delivered. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase or analogous
funds (if any), may be subject to different covenants and Events of Default, and
may otherwise vary as in the Indenture provided. This Note is one of a series of
Securities of the Company designated as its Medium-Term Notes (herein called the
"Notes"). The Notes of this series may be issued at various times with different
maturity dates and different principal repayment provisions, may bear interest
at different rates, may be payable in different currencies and may otherwise
vary, all as provided in the Indenture.
2. A. Unless otherwise specified on the face hereof, the Regular Record Date
with respect to any Interest Payment Date (as defined below) shall be the date
15 calendar days immediately preceding such Interest Payment Date, whether or
not such date shall be a Business Day. Interest which is payable, and is
punctually paid or duly provided for on each Interest Payment Date specified
above will be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date next preceding such Interest Payment Date; provided, however, that
interest payable at Maturity or upon earlier redemption or repayment shall be
paid to the Person to whom the principal hereof is payable. Notwithstanding the
foregoing, if this Note is issued between a Regular Record Date and an Interest
Payment Date or on such Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any payment of principal (premium, if any) or
interest required to be made on this Note on a day that is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on such day, and no additional
interest shall accrue as a result of such delayed payment; provided, however,
that with respect to an Interest Payment Date on any LIBOR Note, if such
Business Day is in the next succeeding calendar month, such Interest Payment
Date shall be the immediately preceding Business Day. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Registered Holder hereof on such Regular Record Date and may 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 not less than ten calendar days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, as more
fully described in said Indenture. For purposes of this Note, "Business Day"
means any day, other than a Saturday or Sunday, that is not a day on which
banking institutions in Washington, DC, or in New York, New York are authorized
or obligated by law or executive order to be closed and with respect to LIBOR
Notes, is a London Banking Day. "London Banking Day" means any day on which
dealings in deposits in United States dollars are transacted in the London
interbank market. In connection with any calculations of the rate of interest on
this Note, all percentages will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards.
B. If this is a Fixed Rate Note, the Company promises to pay interest
on the principal amount shown on the face hereof at the rate per annum shown on
the face hereof until such principal amount is paid or made available for
payment. Unless otherwise provided on the face hereof, the Company will pay
interest semi-annually in arrears on each April 1 and October 1 (each an
"Interest Payment Date"), and at Maturity or upon earlier redemption or
repayment. Interest will accrue from and including the most recent Interest
Payment Date or, if no interest has been paid or duly provided for, from and
including the Original Issue Date shown on the face hereof, to, but excluding,
the Interest Payment Date. The amount of such interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.
C. If this is a Floating Rate Note, the Company promises to pay
interest on the principal amount at the rate per annum equal to the Initial
Interest Rate shown on the face hereof until the first Interest Reset Date shown
on the face hereof following the Original Issue Date specified on the face
hereof and thereafter at a rate determined in accordance with the provisions
below under the heading "Determination of Commercial Paper Rate", "Determination
of LIBOR" or "Determination of Treasury Rate" (depending upon whether the Base
Rate specified on the face hereof is Commercial Paper Rate, LIBOR or Treasury
Rate, respectively), until the principal hereof is paid or duly made available
for payment. The Company will pay interest monthly, quarterly, semi-annually or
annually as specified on the face hereof under the "Interest Payment Period",
commencing with the first Interest Payment Date specified on the face hereof
next succeeding the Original Issue Date, and at Maturity. Unless otherwise
provided on the face hereof, the dates on which interest will be payable (each
an "Interest Payment Date") will be, in the case of Floating Rate Notes with a
monthly Interest Payment Period, the third Wednesday of each month; in the case
of Floating Rate Notes with a quarterly Interest Payment Period, the third
Wednesday of March, June, September and December; in the case of Floating Rate
Notes with a semi-annual Interest Payment Period, the third Wednesday of the two
months specified on the face hereof; and in the case of Floating Rate Notes with
an annual Interest Payment Period, the third Wednesday of the month specified on
the face hereof.
The interest payable on a Floating Rate Note on each Interest Payment Date
will include accrued interest from and including the Original Issue Date or from
but excluding the last date in respect of which interest has been paid, as the
case may be, to, but excluding, such Interest Payment Date or Maturity Date;
provided, however, that if the Interest Reset Period is daily or weekly, the
interest payable on each Interest Payment Date, other than at Maturity, will
include accrued interest from and including the Original Issue Date or from but
excluding the last date in respect of which interest has been paid, as the case
may be, to, and including, the Record Date immediately preceding such Interest
Payment Date, and the interest payable at Maturity will include accrued interest
from and including the Original Issue Date or from but excluding the last date
in respect of which interest has been paid, as the case may be, to, but
excluding, the Maturity Date. Such accrued interest will be calculated by
multiplying the principal amount hereof by an accrued interest factor. The
accrued interest factor shall be computed by adding the interest factors
calculated for each day in the period for which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable to such day by 360, if the Base Rate specified on the
face hereof is the Commercial Paper Rate or LIBOR, or by the actual number of
days in the year, if the Base Rate specified on the face hereof is the Treasury
Rate. The interest rate in effect on each day will be (a) if such day is an
Interest Reset Date, the interest rate with respect to the Interest
Determination Date with respect to such Interest Reset Date or (b) if such day
is not an Interest Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to the next preceding
Interest Reset Date; 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.
Notwithstanding the foregoing, if this is a Floating Rate Note, the
interest rate hereon shall not be greater than the Maximum Interest Rate, if
any, or less than the Minimum Interest Rate, if any, shown on the face hereof.
In addition, the interest rate hereon in no event shall be higher than the
maximum rate, if any, permitted by New York law. The Maximum Interest Rate and
Minimum Interest Rate, if any, specified on the face hereof are, in each case,
expressed as a rate per annum on a simple interest basis.
If this is a Floating Rate Note, the interest rate on this Note will be
reset daily, weekly, monthly, quarterly, semi-annually or annually (such period
being the "Interest Reset Period" specified on the face hereof). Unless
otherwise specified on the face hereof, the "Interest Reset Dates" will be, if
the Interest Reset Period is daily, each Business Day; if the Interest Reset
Period is weekly, Wednesday of each week, except that if the Base Rate specified
on the face hereof is the Treasury Rate, Tuesday of each week; if the Interest
Reset Period is monthly, the third Wednesday of each month; if the Interest
Reset Period is quarterly, the third Wednesday of March, June, September and
December of each year; if the Interest Reset Period is semi-annually, the third
Wednesday of the two months specified on the face hereof; and if the Interest
Reset Period is annually, the third Wednesday of the month of each year
specified on the face hereof; provided, however, that if any Interest Reset Date
otherwise would be a day that is not a Business Day, such Interest Reset Date
shall be postponed to the next day that is a Business Day, except that (i) if
the Base Rate specified on the face hereof is LIBOR and such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day, or (ii) if the Base Rate specified on the
face hereof is Treasury Rate and the Interest Reset Date falls on a date which
is an auction date (as described in the next succeeding paragraph), the Interest
Reset Date shall be the following day that is a Business Day.
The Interest Determination Date pertaining to an Interest Reset Date
will be, if the Base Rate specified on the face hereof is Commercial Paper Rate,
the second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date will be, if the Base
Rate specified on the face hereof is LIBOR, the second London Banking Day next
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date will be, if the Base Rate specified on the face hereof
is the Treasury Rate, the day of the week in which such Interest Reset Date
falls on which Treasury bills (as defined below) of the Index Maturity specified
on the face hereof are auctioned. Treasury bills are normally sold at auction on
Monday of each week, unless that day is a legal holiday in which case the
auction is normally held on the following Tuesday, except that such auction may
be held on the preceding Friday. If, as a result of a legal holiday, an auction
is so held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week.
Subject to applicable provisions of law and except as specified herein,
on each Interest Reset Date the rate of interest hereon, if this is a Floating
Rate Note, shall be the rate determined in accordance with the provisions of the
applicable heading below.
Determination of Commercial Paper Rate.
If the Base Rate specified on the face hereof is the Commercial Paper
Rate, the interest rate for any Interest Determination Date shall equal (a) the
Money Market Yield (as defined below) on such Interest Determination Date of the
rate for commercial paper having the Index Maturity specified on the face hereof
(1) as published by the Board of Governors of the Federal Reserve System in the
publication entitled "Statistical Releases H.15(519) Selected Interest Rates",
or in any successor publication ("H.15(519)"), under the heading "Commercial
Paper - Nonfinancial," or (2) if such rate is not published by 3:00 p.m., New
York City time, on the Calculation Date (defined below) pertaining to such
Interest Determination Date, then as published in 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) ("H.15 Daily Update") under the heading
"Commercial Paper - Non-Financial", or any successor heading or (b) if such rate
is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the Money Market Yield of the arithmetic mean as calculated by the
Calculation Agent (defined below) of the offered rates as of 11:00 a.m., New
York City time, on such Interest Determination Date, of three leading dealers of
commercial paper in the City of New York selected by the Calculation Agent
(after consultation with the Company) for commercial paper placed for
nonfinancial issuers whose bond rating is "AA" or the equivalent, from a
nationally recognized rating agency, having the Index Maturity specified on the
face hereof, in each of the above cases adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting
offered rates as mentioned in this sentence, the interest rate for such Interest
Determination Date shall equal the interest rate then in effect on such Interest
Determination Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
---------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Index Maturity specified on the face hereof.
Determination of LIBOR.
If the Base Rate specified on the face hereof is (i) LIBOR Reuters, the
interest rate for any Interest Determination Date shall equal the average as
calculated by the Calculation Agent of the offered rates for deposits in the
Designated LIBOR Currency (as defined below) having the Index Maturity specified
on the face hereof, beginning on the second London Banking Day immediately
following such Interest Determination Date, which appear on the Designated LIBOR
Page (as defined below) as of 11:00 a.m., London time, on such Interest
Determination Date, if at least two such offered rates appear on the Designated
LIBOR Page, or (ii) LIBOR Telerate, the interest rate for any Interest
Determination Date shall equal the rate for deposits in the Designated LIBOR
Currency having the Index Maturity specified on the face hereof, beginning on
the second London Banking Day immediately following such Interest Determination
Date, that appears on the Designated LIBOR Page as of 11:00 a.m., London Time,
on such Interest Determination Date or (iii) if fewer than two such offered
rates shall appear, or if no rate appears, as applicable, LIBOR in respect of
such Interest Determination Date will be determined pursuant to the following
paragraph, in any of such cases, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof.
With respect to an Interest Determination Date on which fewer than two
offered rates appear on the Designated LIBOR Page, or on which no rate appears
on the Designated LIBOR Page, as applicable, LIBOR will be determined on the
basis of the rates at which deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof, are offered at approximately 11:00
a.m., London time, on such Interest Determination Date by four major banks
("Reference Banks") in the London interbank market selected by the Calculation
Agent (after consultation with the Company) to prime banks in the London
interbank market commencing on the second London Banking Day immediately
following such Interest Determination Date and in a principal amount that is
representative for a single transaction in such Designated LIBOR Currency in
such market at such time. The Calculation Agent will request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, LIBOR in respect of such Interest
Determination Date will be the average of such quotations. If fewer than two
quotations are provided, LIBOR in respect of such Interest Determination Date
will be the average of the rates quoted as of 11:00 a.m., in the applicable
Principal Financial Center (as defined below) on such Interest Determination
Date by three major banks in such Principal Financial Center selected by the
Calculation Agent (after consultation with the Company) for loans in the
Designated LIBOR Currency to leading banks having the Index Maturity specified
on the face hereof commencing on the second London Banking Day immediately
following such Interest Determination Date and in a principal amount that is
representative for a single transaction in such Designated LIBOR Currency in
such market at such time; provided, however, that if the banks selected as
aforesaid by the Calculation Agent are not quoting as set forth in this
sentence, LIBOR with respect to such Interest Determination Date will be the
interest rate then in effect on the Interest Determination Date.
"Designated LIBOR Currency" means the currency (including composite
currency units), if any, designated on the face hereof as the currency for which
LIBOR will be calculated. If no such currency is designated, the Designated
LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated on the face hereof, the display on the Reuters Monitor Money Rates
Service on the page designated on the face hereof (or such other page as may
replace such designated page on that service for the purpose of displaying
London interbank offered rates of major banks for the related Designated LIBOR
Currency) for the purpose of displaying the London interbank rates of major
banks for the applicable Designated LIBOR Currency, or (b) if "LIBOR Telerate"
is designated on the face hereof, the display on the Dow ▇▇▇▇▇ Telerate Service
on the page designated on the face hereof (or such other page as may replace
such designated page on that service or such other service or services as may be
nominated by the British Bankers' Association for the purpose of displaying
London interbank offered rates for the related Designated LIBOR Currency) for
the purpose of displaying the London interbank rates of major banks for the
applicable Designated LIBOR Currency.
"Principal Financial Center" means the capital city of the country that
issues as its legal tender the Designated LIBOR Currency of such Note, except
that with respect to U.S. dollars and European Currency Units (as defined and
revised from time to time by the Council of the European Communities), the
Principal Financial Center shall be the City of New York and Brussels,
respectively.
Determination of Treasury Rate.
If the Base Rate specified on the face hereof is Treasury Rate, the
interest rate for any Interest Determination Date shall equal the rate
applicable to the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof, on
the display of Bridge Telerate, Inc. (or any successor service) on page 56 or 57
under the heading "AVGE INVEST YIELD" or, if not so published by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the auction average rate (expressed as a bond equivalent, on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) for such auction as otherwise announced by the United States Department
of the Treasury. In the event that the results of the auction of Treasury Bills
having the Index Maturity specified on the face hereof are not published or
announced as provided above by 3:00 p.m., New York City time, on such
Calculation Date or if no such auction is held in a particular week, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) of the average of the
secondary market bid rates, as of approximately 3:30 p.m., New York City time,
on such Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent (after
consultation with the Company) for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified on the face hereof; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting bid rates as mentioned in this sentence, the interest rate for such
Interest Determination Date shall equal the interest rate then in effect on such
Interest Determination Date. In determining the Treasury Rate, the rate
determined in any of the above cases shall be adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
The Company will calculate, or will appoint and enter into an agreement
with an agent to calculate (the Company or such agent being the "Calculation
Agent"), the interest rates on Floating Rate Notes (including this Note).
Initially, The Bank of New York shall be the Calculation Agent. The Calculation
Agent shall calculate the interest rate hereon in accordance with the foregoing
and will confirm in writing such calculation to the Trustee and any Paying Agent
promptly after each such determination. Neither the Trustee nor any Paying Agent
shall be responsible for any such calculation. At the request of the Holder
hereof, the Calculation Agent will provide the interest rate then in effect and,
if determined, the interest rate that will become effective on the next Interest
Reset Date. All determinations of interest rates by the Calculation Agent, in
the absence of manifest error, shall be conclusive for all purposes and binding
on the Holder hereof. The Calculation Date pertaining to an Interest
Determination Date shall be the tenth calendar day after such Interest
Determination Date, or if not a Business Day, the next succeeding Business Day.
3. The authorized denominations of Notes will be $1,000 and any larger amount
that is an integral multiple of $1,000.
4. Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note. Only Registered Notes may be issued as Book-Entry Notes, and
such Notes will not be exchangeable for Certificated Notes and, except as
otherwise provided in the Indenture, will not otherwise be issuable as
Certificated Notes.
5. Payments of interest (other than interest payable at Maturity) will be made
by check mailed to the address of the Person entitled thereto as such address
shall appear on the Security Register on the applicable Record Date. The
principal hereof and any premium and interest hereon payable at Maturity or upon
earlier redemption or repayment will be paid in immediately available funds upon
surrender of this Note at the corporate trust office or agency of the Trustee
located in the City of New York.
6. If so specified on the face hereof, this Note may be redeemed at the option
of the Company, as a whole or from time to time in part, on any date on or after
the Initial Redemption Date shown on the face hereof and prior to the Maturity
Date, upon not less than 30 nor more than 60 days' prior notice given as
provided in the Indenture, at the redemption price shown on the face hereof,
together in each case with accrued interest, if any, to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the holder of this Note, or one or more Predecessor
Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture. If less than all of the Outstanding Notes are to be redeemed, the
Company shall select the tenor and terms of the Notes to be redeemed. If less
than all the Outstanding Notes of like tenor and terms are to be redeemed, the
particular Notes to be redeemed shall be selected by the Trustee not less than
60 days prior to the Redemption Date from the Outstanding Notes of like tenor
and terms not previously called for redemption. Such selection shall be of
principal amounts equal to the minimum authorized denominations for such Notes
or any integral multiple thereof. Subject to the immediately preceding sentence,
such selection shall be made by any method as the Trustee deems fair and
appropriate. The notice of such redemption shall specify which Notes are to be
redeemed. In the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.
7. The Company may, at any time, purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at its discretion, be held,
resold or surrendered to the Trustee for cancellation.
8. This Note will not be subject to any sinking fund.
9. As provided in the Indenture, and subject to certain limitations therein set
forth, this Note is exchangeable for a like aggregate principal amount of
different authorized denominations as requested by the Holder.
10. As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registerable on the Security Register of the
Company upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, the City and State of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, the Security Registrar and the Trustee duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
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 governmental charge payable in connection therewith.
11. Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
12. If an Event of Default with respect to the Notes of this series shall have
occurred and be continuing, the principal of all the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
13. In case this Note shall at any time become mutilated, destroyed, stolen or
lost and this Note or evidence of the loss, theft or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Registered Note of like tenor and
principal amount will be issued by the Company in exchange for, or in lieu of,
this Note. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a new Note
shall be borne by the Holder of this Note.
14. 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 Holder 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 aggregate principal amount
of the Securities of any series at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding on behalf of the Holders of all the 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 Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon the Note.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, places and rate, and in the coin or currency herein
prescribed.
15. No recourse shall be had for the payment of the principal of (or premium, if
any) or interest on this Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or an indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
16. All terms used in this Note not otherwise defined in this Note that are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
17. This Note shall be deemed to be a contract made and to be performed solely
in the State of New York, and for all purposes be governed by, and construed in
accordance with, the laws of said State without regard to the conflicts of law
rules of said State.
---------------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- ..................................................
......... Custodian
......... (Cust.) (Minor)
......... Under Uniform Gifts to Minors Act
---------------------------------------------------
_________ (State)
Additional abbreviations also may be used though not in
the above list.
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FOR VALUE RECEIVED, the Undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee
(Please print or type name and address including Zip Code of Assignee)
the within Note and all rights thereunder, irrevocably constituting and
appointing such person attorney
to transfer Note on the books of the Bank, with full power of substitution
in the premises.
Dated:
NOTICE: The signature to this assignment must correspond
with the names as written upon the face of the within Note
in every particular without alteration or enlargement or any
change whatsoever.