AMENDMENT TO DISTRIBUTION AGREEMENT - EXHIBIT 1.1
1
AMENDMENT TO DISTRIBUTION AGREEMENT - EXHIBIT 1.1
October 3, 2001
▇▇▇▇▇▇ Brothers Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
4 World Financial ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies & Gentlemen:
International Lease Finance Corporation, a California corporation (the
"Company"), has entered into a Distribution Agreement, dated May 14, 2001 (the
"Distribution Agreement"), with you with respect to the issuance and sale by the
Company of up to an aggregate principal amount of $1,000,000,000 of Medium-Term
Notes, Series M (the "Notes"), due from nine months to 30 years from the date of
issue. The Distribution Agreement was amended pursuant to a letter agreement
dated June 15, 2001 to increase the aggregate principal amount of the Notes to
$1,500,000,000. The Company proposes to increase the aggregate principal amount
of the Notes that can be issued to $2,000,000,000. The Company desires to amend
the Distribution Agreement to provide that it shall apply to the additional
aggregate principal amount of the Notes to be issued.
2
Accordingly, this will confirm the Company's agreement with you that
Schedule I attached to the Distribution Agreement is hereby amended and restated
as provided in Schedule I attached hereto and that Exhibit A to the Distribution
Agreement is hereby amended and restated as provided in Exhibit A attached
hereto. All references to the Notes in the Distribution Agreement shall
hereinafter refer to the $2,000,000,000 aggregate principal amount of the Notes.
Except as provided in the preceding paragraph, the terms and conditions
of the Distribution Agreement shall remain in full force and effect.
[remainder of page intentionally left blank]
3
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among you
and the Company.
Very truly yours,
INTERNATIONAL LEASE FINANCE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President, Co-Chief Operating
Officer and Chief Financial Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written:
▇▇▇▇▇▇ BROTHERS INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO.
INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------- --------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name:
Title: Senior Vice President Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC. BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------- --------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇
Title: Managing Director Title: Principal
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, SACHS & CO
▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇▇▇, Sachs & Co.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ --------------------------
----------------------------- Name:
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title:
Title: Authorized Signatory
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
4
SCHEDULE I
Registration Statement No. 333-60264
Amount of the Notes: $2,000,000,000
Amount of the Securities: $4,000,000,000
The Company agrees to pay ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities
Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Banc of America Securities LLC and
▇▇▇▇▇▇▇, Sachs & Co. (individually, an "Agent") a commission equal to the
following percentage of the principal amount of each Note sold by such Agent:
Term Commission Rate
---- ---------------
From 9 months to less than one year .125%
From one year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to 30 years .750%
5
Address for Notice to Agents:
▇▇▇▇▇▇ Brothers Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Fixed Income Syndicate
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Department
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
4 World Financial ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: MTN Product Management
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Transaction Execution Group
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Manager - Continuously Offered Products
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Investment Banking
Information Center
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
6
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Debt Financing Group/Medium Term Note Dept.
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, Sachs & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Desk
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Securities to be delivered by book-entry transfer.
7
EXHIBIT A
MEDIUM-TERM NOTE ADMINISTRATIVE PROCEDURES
[ATTACHED]
8
Exhibit A
MEDIUM-TERM NOTE ADMINISTRATIVE
PROCEDURES FOR FIXED RATE AND FLOATING RATE NOTES
(DATED AS OF OCTOBER 3, 2001)
Medium-Term Notes, Series M (the "Notes"), in the aggregate principal
amount of up to U.S. $2,000,000,000 are to be offered on a continuing basis by
International Lease Finance Corporation (the "Company") through ▇▇▇▇▇▇ Brothers
Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated,
Banc of America Securities LLC and ▇▇▇▇▇▇▇, Sachs & Co., who, as agents (each an
"Agent," and, collectively, the "Agents"), have agreed to use their best efforts
to solicit offers to purchase the Notes from the Company. The Agents may also
purchase Notes as principal for resale.
The Notes are being sold pursuant to a Distribution Agreement, dated May
14, 2001, as amended through October 3, 2001 (the "Distribution Agreement"), by
and between the Company and the Agents. The Notes will be issued pursuant to an
Indenture (the "Indenture"), dated as of November 1, 2000, between the Company
and The Bank of New York, as trustee (the "Trustee"). A Registration Statement
(the "Registration Statement", which term shall include any additional
registration statements filed in connection with the Notes as provided in the
introductory paragraph of the Distribution Agreement) with respect to the Notes
has been filed with the Securities and Exchange Commission (the "Commission").
The most recent basic Prospectus included in the Registration Statement, as
supplemented with respect to the Notes, is herein referred to as the "Prospectus
Supplement." The most recent supplement to the Prospectus with respect to the
specific terms of the Notes is herein referred to as the "Pricing Supplement."
The Notes will either be issued (a) in book-entry form and represented
by one or more fully registered Notes (each, a "Book-Entry Note") delivered to
the Trustee, as agent for The Depository Trust Company ("DTC"), and recorded in
the book-entry system maintained by DTC, or (b) in certificated form delivered
to the purchaser thereof or a person designated by such purchaser. Owners of
beneficial interests in Notes issued in book-entry form will be entitled to
physical delivery of Notes in certificated form equal in principal amount to
their respective beneficial interests only upon certain limited circumstances
described in the Prospectus.
General procedures relating to the issuance of all Notes are set forth
in Part I hereof. Additionally, Notes issued in book-entry form will be issued
in accordance with the procedures set forth in Part II hereof and Notes issued
in certificated form will be issued in accordance with the procedures set forth
in Part III hereof. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Indenture or the Notes, as the
case may be.
9
PART I: PROCEDURES OF GENERAL
APPLICABILITY
Date of Issuance/
Authentication: Each Note will be dated as of the date of
its authentication by the Trustee. Each
Note shall also bear an original issue
date (the "Original Issue Date"). The
Original Issue Date shall remain the same
for all Notes subsequently issued upon
transfer, exchange or substitution of an
original Note regardless of their dates of
authentication.
Maturities: Each Note will mature on a date selected
by the purchaser and agreed to by the
Company which is not less than nine months
from its Original Issue Date; provided,
however, that Notes bearing interest at
rates determined by reference to selected
indices ("Floating Rate Notes") will
mature on an Interest Payment Date.
Registration: Notes will be issued only in fully
registered form.
Calculation of Interest: In the case of Notes bearing interest at
fixed rates ("Fixed Rate Notes") interest
(including payments for partial periods)
will be calculated and paid on the basis
of a 360-day year of twelve 30-day months.
In the case of Floating Rate Notes,
interest will be calculated and paid on
the basis of the actual number of days in
the interest period divided by 360 for CD
Rate, Commercial Paper Rate, Eleventh
District Cost of Funds Rate, Federal Funds
Rate, Prime Rate or LIBOR Notes and on the
basis of the actual number of days in the
interest period divided by the actual
number of days in the year for CMT Rate or
Treasury Rate Notes.
Acceptance and
Rejection of Offers: The Company shall have the sole right to
accept offers to purchase Notes from the
Company and may reject any such offer in
whole or in part. Each Agent shall
communicate to the Company, orally or in
writing, each reasonable offer to purchase
Notes from the Company received by it.
Each Agent shall have the right, in its
discretion reasonably exercised, without
notice to the Company, to reject any offer
to purchase Notes through it in whole or
in part.
Preparation of Pricing
Supplement: If any offer to purchase a Note is
accepted by the Company, the Company, with
the assistance of the Agent which
presented such offer (the "Presenting
Agent"), will prepare a Pricing Supplement
reflecting the terms of such Note and file
such Pricing Supplement relating to the
Notes
2
10
and the plan of distribution thereof, if
changed (the "Supplemented Prospectus"),
with the Commission in accordance with
Rule 424 under the Securities Act of 1933,
as amended (the "Act"). The Presenting
Agent will cause a stickered Supplemented
Prospectus to be delivered to the
purchaser of the Note.
In addition, the Company shall deliver
each completed Pricing Supplement, via
next day mail or telecopy to arrive no
later than 11:00 A.M. on the Business Day
following the trade date, to the
Presenting Agent at the following
locations:
If to ▇▇▇▇▇▇ Brothers Inc.:
ADP Prospectus Services
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Client Services Desk
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
also for record keeping purposes,
please send a copy to:
▇▇▇▇▇▇ Brothers Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Fixed Income Syndicate
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.:
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
3
11
If to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
Tritech Services
▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Final Prospectus Unit/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone:(▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇/2775/2776
also, for record keeping purposes,
please send a copy to:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Headquarters
4 World Financial ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: MTN Product Management
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇.▇. ▇▇▇▇▇▇ Securities Inc.:
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Medium-Term Note Desk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co.
Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Notes
Trading Desk/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
4
12
If to Banc of America Securities LLC:
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: Debt Financing Group/
Medium-Term Note Department
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇, Sachs & Co.:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium Term Note
Desk/▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
In each instance that a Pricing Supplement
is prepared, the Agents will affix the
Pricing Supplement to Supplemented
Prospectuses prior to their use. Outdated
Pricing Supplements, and the Supplemented
Prospectuses to which they are attached
(other than those retained for files) will
be destroyed.
Settlement: The receipt of immediately available funds
by the Company in payment for a Note and
the authentication and delivery of such
Note shall, with respect to such Note,
constitute "settlement." Offers accepted
by the Company will be settled from three
to five Business Days after the Company's
acceptance of the offer, or at a time as
the purchaser and the Company shall agree,
pursuant to the timetable for settlement
set forth in Parts II and III hereof under
"Settlement Procedures" with respect to
Book-Entry Notes and Certificated Notes,
respectively. If procedures A and B of the
applicable Settlement Procedures with
respect to a particular offer are not
completed on or before the time set forth
under the applicable "Settlement
Procedures Timetable," such offer shall
not be settled until the Business Day
following the completion of settlement
procedures A and B or such later date as
the purchaser and the Company shall agree.
In the event of a purchase of Notes by any
Agent as principal, appropriate settlement
details will be as agreed
5
13
between the Agent and the Company pursuant
to the applicable Terms Agreement.
Procedure for Changing Rates or When a decision has been reached to change
Other Variable Terms: the interest rate or any other variable
term on any Notes being sold by the
Company, the Company will promptly advise
the Agents and the Agents will forthwith
suspend solicitation of offers to purchase
such Notes. The Agents will telephone the
Company with recommendations as to the
changed interest rates or other variable
terms. At such time as the Company advises
the Agents of the new interest rates or
other variable terms, the Agents may
resume solicitation of offers to purchase
such Notes. Until such time only
"indications of interest" may be recorded.
Immediately after acceptance by the
Company of an offer to purchase at a new
interest rate or new variable term, the
Company, the Presenting Agent and the
Trustee shall follow the procedures set
forth under the applicable "Settlement
Procedures."
Suspension of Solicitation; The Company may instruct the Agents to
Amendment or Supplement: suspend solicitation of purchases at any
time. Upon receipt of such instructions
the Agents will forthwith suspend
solicitation of offers to purchase from
the Company until such time as the Company
has advised them that solicitation of
offers to purchase may be resumed. If the
Company decides to amend the Registration
Statement (including incorporating any
documents by reference therein) or
supplement any of such documents (other
than to change rates or other variable
terms), it will promptly advise the Agents
and will furnish the Agents and their
counsel with copies of the proposed
amendment (including any document proposed
to be incorporated by reference therein)
or supplement. One copy of such filed
document, along with a copy of the cover
letter sent to the Commission, will be
delivered or mailed to the Agents at the
following respective addresses:
▇▇▇▇▇▇ Brothers Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Fixed Income Syndicate
6
14
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note
Department
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
4 World Financial ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: MTN Product Management
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Transaction Execution
Group
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Manager - Continuously
Offered Products
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: Debt Financing Group
Medium-Term Note Department
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium Term Note
Desk/▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
In the event that at the time the
solicitation of offers to purchase from
the Company is suspended (other than to
change interest rates or other variable
terms) there shall be any orders
outstanding which have not been settled,
the Company will promptly advise the
Agents and the Trustee whether such orders
may be settled and whether copies of the
Prospectus as theretofore amended and/or
supplemented as in effect at the time of
the suspension may be delivered in
connection with the settlement of such
orders. The Company will have the sole
responsibility for such decision and for
any arrangements which may be made in the
event that the Company determines that
such orders may not be settled or that
copies of such Prospectus may not be so
7
15
delivered.
Delivery of Prospectus: A copy of the most recent Prospectus,
Prospectus Supplement and Pricing
Supplement must accompany or precede the
earlier of (a) the written confirmation of
a sale sent to a customer or his agent or
(b) the delivery of Notes to a customer or
his agent.
Authenticity of Signatures: The Agents will have no obligations or
liability to the Company or the Trustee in
respect of the authenticity of the
signature of any officer, employee or
agent of the Company or the Trustee on any
Note.
Documents Incorporated by Reference: The Company shall supply the Agents with
an adequate supply of all documents
incorporated by reference in the
Registration Statement.
Business Day: "Business Day" means any day that is not a
Saturday or Sunday, and that, in The City
of New York (and with respect to LIBOR
Notes, the City of London), is neither a
legal holiday nor a day on which banking
institutions are authorized or required by
law to close. For Notes the payment of
which is to be made in a currency other
than U.S. dollars or composite currencies
(such currency or composite currency in
which a Note is denominated is the
"Specified Currency"), a Business Day will
not be a day on which banking institutions
are authorized or required by law,
regulation or executive order to close in
the Principal Financial Center (as defined
below) of the country issuing such
Specified Currency (or, in the case of
EUROs), is not a day that the TARGET
System (as defined below) is not open.
However, with respect to Notes for which
LIBOR is an applicable Interest Rate
Basis, the day must be also be a London
Business Day (as defined below). "London
Business Day" means (i) if the currency
(including composite currencies) specified
in the applicable Pricing Supplement as
the currency (the "Index Currency") for
which LIBOR is calculated is other than
any day on which dealings in the Index
Currency are transacted in the London
interbank market or (ii) if the Index
Currency is the EURO, is not a day on
which payments in EURO cannot be settled
in the TARGET System. If no currency or
composite currency is specified in the
applicable Pricing Supplement, the Index
Currency shall be U.S. dollars. "Principal
Financial Center" means the capital city
of the country issuing the currency or
composite currency in which any payment in
respect of the Notes is to be made or,
solely
8
16
with respect to the calculation of LIBOR,
the Index Currency. "TARGET System" means
the Trans-European Automated Real-time
Gross Settlement Express Transfer System.
9
17
PART II: PROCEDURES FOR NOTES ISSUED IN BOOK-ENTRY FORM
In connection with the qualification of Notes issued in book-entry form
for eligibility in the book-entry system maintained by DTC, the Trustee will
perform the custodial, document control and administrative functions described
below, in accordance with its respective obligations under a Letter of
Representation from the Company and the Trustee to DTC (the "Certificate
Agreement"), and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement System ("SDFS").
Issuance: All Fixed Rate Notes issued in book-entry
form having the same Original Issue Date,
interest rate and Stated Maturity
(collectively, the "Fixed Rate Terms")
will be represented initially by a single
global security in fully registered form
without coupons (each, a "Book-Entry
Note"); and all Floating Rate Notes issued
in book-entry form having the same
Original Issue Date, base rate upon which
interest may be determined (each, a "Base
Rate"), which may be the Commercial Paper
Rate, the Treasury Rate, LIBOR, the CD
Rate, the CMT Rate, the Eleventh District
Cost of Funds Rate, the Federal Funds
Rate, the Prime Rate, any other rate set
forth by the Company, Initial Interest
Rate, Index Maturity, Spread or Spread
Multiplier, if any, the minimum interest
rate, if any, the maximum interest rate,
if any, and the Stated Maturity
(collectively, "Floating Rate Terms") will
be represented initially by a single
Book-Entry Note.
Each Book-Entry Note will be dated and
issued as of the date of its
authentication by the Trustee. Each
Book-Entry Note will bear an Interest
Accrual Date, which will be (a) with
respect to an original Book-Entry Note (or
any portion thereof), its Original Issue
Date and (b) with respect to any
Book-Entry Note (or portion thereof)
issued subsequently upon exchange of a
Book-Entry Note or in lieu of a destroyed,
lost or stolen Book-Entry Note, the most
recent Interest Payment Date to which
interest has been paid or duly provided
for on the predecessor Book-Entry Note or
Notes (or if no such payment or provision
has been made, the Original Issue Date of
the predecessor Book-Entry Note or Notes),
regardless of the date of authentication
of such subsequently issued Book-Entry
Note. No Book-Entry Note shall represent
any Note issued in certificated form.
Identification: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service
10
18
Bureau") for the reservation of
approximately 900 CUSIP numbers which have
been reserved for and relating to
Book-Entry Notes and the Company has
delivered to the Trustee and DTC such list
of such CUSIP numbers. The Company will
assign CUSIP numbers to Book-Entry Notes
as described below under Settlement
Procedure B. DTC will notify the CUSIP
Service Bureau periodically of the CUSIP
numbers that the Company has assigned to
Book-Entry Notes. The Trustee will notify
the Company at any time when fewer than
100 of the reserved CUSIP numbers remain
unassigned to Book-Entry Notes, and, if it
deems necessary, the Company will reserve
additional CUSIP numbers for assignment to
Book-Entry Notes. Upon obtaining such
additional CUSIP numbers, the Company will
deliver a list of such additional numbers
to the Trustee and DTC. Book-Entry Notes
having an aggregate principal amount in
excess of $500,000,000 (or the equivalent
thereof in one or more foreign or
composite currencies) and otherwise
required to be represented by the same
Global Certificate will instead be
represented by two or more Global
Certificates which shall all be assigned
the same CUSIP number.
Registration: Each Book-Entry Note will be registered in
the name of Cede & Co., as nominee for
DTC, on the register maintained by the
Trustee under the Indenture. The
beneficial owner of a Note issued in
book-entry form (i.e., an owner of a
beneficial interest in a Book-Entry Note)
(or one or more indirect participants in
DTC designated by such owner) will
designate one or more participants in DTC
(with respect to such Note issued in
book-entry form, the "Participants") to
act as agent for such beneficial owner in
connection with the book-entry system
maintained by DTC, and DTC will record in
book-entry form, in accordance with
instructions provided by such
Participants, a credit balance with
respect to such Note issued in book-entry
form in the account of such Participants.
The ownership interest of such beneficial
owner in such Note issued in book-entry
form will be recorded through the records
of such Participants or through the
separate records of such Participants and
one or more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by DTC
and, in turn, by Participants (and in
certain cases, one or more indirect
participants in DTC) acting on behalf of
beneficial transferors and
11
19
transferees of such Book-Entry Note.
Exchanges: The Trustee may deliver to DTC and the
CUSIP Service Bureau at any time a written
notice specifying (a) the CUSIP numbers of
two or more Book-Entry Notes Outstanding
on such date that represent Book-Entry
Notes having the same Fixed Rate Terms or
Floating Rate Terms, as the case may be,
(other than Original Issue Dates) and for
which interest has been paid to the same
date; (b) a date, occurring at least 30
days after such written notice is
delivered and at least 30 days before the
next Interest Payment Date for the related
Notes issued in book-entry form, on which
such Book-Entry Notes shall be exchanged
for a single replacement Book-Entry Note;
and (c) a new CUSIP number, obtained from
the Company, to be assigned to such
replacement Book-Entry Note. Upon receipt
of such a notice, DTC will send to its
participants (including the Trustee) a
written reorganization notice to the
effect that such exchange will occur on
such date. Prior to the specified exchange
date, the Trustee will deliver to the
CUSIP Service Bureau written notice
setting forth such exchange date and the
new CUSIP number and stating that, as of
such exchange date, the CUSIP numbers of
the Book-Entry Notes to be exchanged will
no longer be valid. On the specified
exchange date, the Trustee will exchange
such Book-Entry Notes for a single
Book-Entry Note bearing the new CUSIP
number and the CUSIP numbers of the
exchanged Book-Entry Notes will, in
accordance with CUSIP Service Bureau
procedures, be cancelled and not
immediately reassigned. Notwithstanding
the foregoing, if the Book-Entry Notes to
be exchanged exceed $500,000,000 (or the
equivalent thereof in one or more foreign
or composite currencies) in aggregate
principal amount, one replacement
Book-Entry Note will be authenticated and
issued to represent $500,000,000 of
principal amount of the exchanged
Book-Entry Notes and an additional
Book-Entry Note or Notes will be
authenticated and issued to represent any
remaining principal amount of such
Book-Entry Notes (See "Denominations"
below).
Denominations: All Notes issued in book-entry form will
be denominated in U.S. dollars. Notes
issued in book-entry form will be issued
in denominations of $1,000 and any larger
denomination which is an integral multiple
of $1,000. Book-Entry Notes will be
denominated in principal amounts not in
excess of $500,000,000 (or the equivalent
12
20
thereof in one or more foreign or
composite currencies). If one or more
Notes issued in book-entry form having an
aggregate principal amount in excess of
$500,000,000 would, but for the preceding
sentence, be represented by a single
Book-Entry Note, then one Book-Entry Note
will be issued to represent $500,000,000
principal amount of such Note or Notes
issued in book-entry form and an
additional Book-Entry Note or Notes will
be issued to represent any remaining
principal amount of such Note or Notes
issued in book-entry form. In such a case,
each of the Book-Entry Notes representing
such Note or Notes issued in book-entry
form shall be assigned the same CUSIP
number.
Interest: General. Interest on each Note issued in
book-entry form will accrue from the
Interest Accrual Date of the Book-Entry
Note representing such Note. Each payment
of interest on a Note issued in book-entry
form will include interest accrued through
and including the day preceding, as the
case may be, the Interest Payment Date
(provided that in the case of Floating
Rate Notes which reset daily or weekly,
interest payments will include interest
accrued to and including the Regular
Record Date immediately preceding the
Interest Payment Date), or the Stated
Maturity (the date on which the principal
of a Note becomes due and payable as
provided in the Indenture, whether at the
Stated Maturity or by declaration of
acceleration, redemption, repayment or
otherwise is referred to herein as the
"Maturity"). Interest payable at Maturity
of a Note issued in book-entry form will
be payable to the Person to whom the
principal of such Note is payable. DTC
will arrange for each pending deposit
message described under Settlement
Procedure C below to be transmitted to
Standard & Poor's, a division of the
▇▇▇▇▇▇-▇▇▇▇ Companies ("Standard &
Poor's") which will use the information in
the message to include certain terms of
the related Book-Entry Note in the
appropriate daily bond report published by
Standard & Poor's.
Regular Record Dates. Unless otherwise
specified in the applicable Pricing
Supplement, the Regular Record Date with
respect to any Interest Payment Date for a
Fixed Rate Note or a Floating Rate Note
shall be the close of business on the date
15 calendar days (whether or not a
Business Day) preceding such Interest
Payment Date.
Interest Payment Dates. Interest payments
will be made on each Interest Payment Date
commencing with the first
13
21
Interest Payment Date following the
Original Issue Date; provided, however,
the first payment of interest on any
Book-Entry Note originally issued between
a Regular Record Date and an Interest
Payment Date will occur on the Interest
Payment Date following the next Regular
Record
Date.
If an Interest Payment Date with respect
to any Floating Rate Note issued in
book-entry form would otherwise fall on a
day that is not a Business Day with
respect to such Note, such Interest
Payment Date will be the following day
that is a Business Day with respect to
such Note, except that in the case of a
LIBOR Note, if such day falls in the next
calendar month, such Interest Payment Date
will be the preceding day that is a London
Business Day.
Fixed Rate Notes. Unless otherwise
specified in the applicable Pricing
Supplement, interest payments on Fixed
Rate Notes issued in book-entry form will
be made semi-annually on April 15 and
October 15 of each year and at Maturity.
Floating Rate Notes. Interest payments on
Floating Rate Notes issued in book-entry
form will be made as specified in the
Floating Rate Note.
Notice of Interest Payments and Regular
Record Dates. On the first Business Day of
March, June, September and December of
each year, the Trustee will deliver to the
Company and DTC a written list of Regular
Record Dates and Interest Payment Dates
that will occur during the six-month
period beginning on such first Business
Day with respect to Floating Rate Notes
issued in book-entry form. Promptly after
each Interest Determination Date for
Floating Rate Notes issued in book-entry
form, the Trustee will notify Standard &
Poor's of the interest rates determined on
such Interest Determination Date.
Payments of Principal and
Interest: Payments of Interest Only. Promptly after
each Regular Record Date, the Trustee will
deliver to the Company and DTC a written
notice specifying by CUSIP number the
amount of interest to be paid on each
Book-Entry Note on the following Interest
Payment Date (other than an Interest
Payment Date coinciding with Maturity) and
the total of such amounts. DTC will
confirm the amount payable on each
Book-Entry Note on such Interest Payment
Date by
14
22
referring to the daily bond reports
published by Standard & Poor's. On such
Interest Payment Date, the Company will
pay to the Trustee, and the Trustee in
turn will pay to DTC, such total amount of
interest due (other than at Maturity), at
the times and in the manner set forth
below under "Manner of Payment".
Payments at Maturity. On or about the
first Business Day of each month, the
Trustee will deliver to the Company and
DTC a written list of principal, interest
and premium, if any, to be paid on each
Book-Entry Note maturing either at Stated
Maturity or on a Redemption Date in the
following month. The Trustee, the Company
and DTC will confirm the amounts of such
principal and interest payments with
respect to a Book-Entry Note on or about
the fifth Business Day preceding the
Maturity of such Book-Entry Note. At such
Maturity the Company will pay to the
Trustee, and the Trustee in turn will pay
to DTC, the principal amount of such Note,
together with interest and premium, if
any, due at such Maturity, at the times
and in the manner set forth below under
"Manner of Payment". If any Maturity of a
Book-Entry Note is not a Business Day, the
payment due on such day shall be made on
the next succeeding Business Day and no
interest shall accrue on such payment for
the period from and after such Maturity.
Promptly after payment to DTC of the
principal, interest and premium, if any,
due at the Maturity of such Book-Entry
Note, the Trustee will cancel such
Book-Entry Note and deliver it to the
Company with an appropriate debit advice.
On the first Business Day of each month,
the Trustee will deliver to the Company a
written statement indicating the total
principal amount of Outstanding Book-Entry
Notes as of the immediately preceding
Business Day.
Manner of Payment. The total amount of any
principal, premium, if any, and interest
due on Book-Entry Notes on any Interest
Payment Date or at Maturity shall be paid
by the Company to the Trustee in funds
available for use by the Trustee as of
9:30 a.m., New York City time, on such
date. The Company will make such payment
on such Book-Entry Notes by instructing
the Trustee to withdraw funds from an
account maintained by the Company at the
Trustee. The Company will confirm such
instructions in writing to the Trustee.
Prior to 10:00 a.m., New York City time,
on such date or as soon as possible
thereafter, the Trustee will pay by
separate wire transfer (using Fedwire
message entry instructions in a form
previously specified
15
23
by DTC) to an account at the Federal
Reserve Bank of New York previously
specified by DTC, in funds available for
immediate use by DTC, each payment of
interest, principal and premium, if any,
due on a Book-Entry Note on such date.
Thereafter on such date, DTC will pay, in
accordance with its SDFS operating
procedures then in effect, such amounts in
funds available for immediate use to the
respective Participants in whose names
such Notes are recorded in the book-entry
system maintained by DTC. Neither the
Company nor the Trustee shall have any
responsibility or liability for the
payment by DTC of the principal of, or
interest on, the Book-Entry Notes to such
Participants.
Withholding Taxes. The amount of any taxes
required under applicable law to be
withheld from any interest payment on a
Note will be determined and withheld by
the Participant, indirect participant in
DTC or other Person responsible for
forwarding payments and materials directly
to the beneficial owner of such Note.
Settlement Procedures: Settlement Procedures with regard to each
Note in book-entry form sold by each
Agent, as agent of the Company, will be as
follows:
A. The Presenting Agent will advise the
Company by telephone of the
following Settlement Information:
1. Taxpayer identification number
of the purchaser.
2. Principal amount of the Note.
3. Fixed Rate Notes:
a) interest rate; and
b) redemption or optional
repayment dates, if any
Floating Rate Notes:
a) designation (which may be
"Regular Floating Rate
Note," Floating
Rate/Fixed Rate Note" or
"Inverse Floating Rate
Note;"
b) interest rate basis or
bases;
c) initial interest rate;
d) spread or spread
multiplier, if any;
16
24
e) interest rate reset
dates;
f) interest rate reset
period;
g) interest payment dates;
h) interest rate payment
period;
i) index maturity;
j) calculation agent;
k) interest payment dates if
any;
l) minimum interest rate, if
any;
m) calculation date;
n) interest determination
dates;
o) redemption or optional
repayment dates, if any;
and
p) fixed rate (for Floating
Rate/Fixed Rate Notes and
Inverse Floating Rate
Notes) and fixed rate
commencement date (for
Floating Rate/Fixed Rate
Notes).
4. Price to public of the Note.
5. Trade date.
6. Settlement Date (Original
Issue Date).
7. Stated Maturity.
8. Overdue rate (if any).
9. Extension periods, if any, and
final maturity date.
10. Optional reset dates, if any.
11. Net proceeds to the Company.
12. Agent's commission.
B. The Company will assign a CUSIP
number to the Book-Entry Note
representing such Note and then
advise the Trustee by electronic
transmission of the above settlement
information received from the
Presenting Agent, such CUSIP number
and the name of the Agent.
C. The Trustee will communicate to DTC
and the Agent through DTC's
Participant Terminal System, a
pending deposit message specifying
the following settlement
information:
17
25
1. The information set forth in
Settlement Procedure A.
2. Identification numbers of the
participant accounts
maintained by DTC on behalf of
the Trustee and the Agent.
3. Identification as a Fixed Rate
Book-Entry Note or Floating
Rate Book-Entry Note.
4. Initial Interest Payment Date
for such Note, number of days
by which such date succeeds
the related record date for
DTC purposes (or, in the case
of Floating Rate Notes which
reset daily or weekly, the
date five calendar days
preceding the Interest Payment
Date)
and, if then calculable, the
amount of interest payable on
such Interest Payment Date
(which amount shall have been
confirmed by the Trustee).
5. CUSIP number of the Book-Entry
Note representing such Note.
6. Whether such Book-Entry Note
represents any other Notes
issued or to be issued in
book-entry form.
7. The Trustee will advise the
Presenting Agent by telephone
of the CUSIP number as soon as
possible.
D. The Company will complete and
deliver to the Trustee a Book-Entry
Note representing such Note in a
form that has been approved by the
Company, the Agents and the Trustee.
E. The Trustee will authenticate the
Book-Entry Note representing such
Note.
F. DTC will credit such Note to the
participant account of the Trustee
maintained by DTC.
G. The Trustee will enter an SDFS
deliver order through DTC's
Participant Terminal System
instructing DTC (i) to debit such
Note to the
18
26
Trustee's participant account and
credit such Note to the participant
account of the Presenting Agent
maintained by DTC and (ii) to debit
the settlement account of the
Presenting Agent and credit the
settlement account of the Trustee
maintained by DTC, in an amount
equal to the price of such Note less
such Agent's commission. Any entry
of such a deliver order shall be
deemed to constitute a
representation and warranty by the
Trustee to DTC that (i) the
Book-Entry Note representing such
Note has been issued and
authenticated and (ii) the Trustee
is holding such Book-Entry Note
pursuant to the Medium Term Note
Certificate Agreement between the
Trustee and DTC.
H. The Presenting Agent will enter an
SDFS deliver order through DTC's
Participant Terminal System
instructing DTC (i) to debit such
Note to the Presenting Agent's
participant account and credit such
Note to the participant account of
the Participants maintained by DTC
and (ii) to debit the settlement
accounts of such Participants and
credit the settlement account of the
Presenting Agent maintained by DTC,
in an amount equal to the initial
public offering price of such Note.
I. Transfers of funds in accordance
with SDFS deliver orders described
in Settlement Procedures G and H
will be settled in accordance with
SDFS operating procedures in effect
on the Settlement Date.
J. The Trustee will credit to an
account of the Company maintained at
the Trustee funds available for
immediate use in the amount
transferred to the Trustee in
accordance with Settlement Procedure
G.
K. The Trustee will send a copy of the
Book-Entry Note by first class mail
to the Company together with a
statement setting forth the
principal amount of Notes
Outstanding as of the related
Settlement Date after giving effect
to such transaction and all other
offers to purchase Notes of which
the Company has advised the Trustee
but which have not yet been settled.
L. The Agent will confirm the purchase
of such Note to the purchaser either
by transmitting to the
19
27
Participant with respect to such
Note a confirmation order through
DTC's Participant Terminal System or
by mailing a written confirmation to
such purchaser.
Settlement Procedures Timetable: For orders of Notes accepted by the
Company, Settlement Procedures "A" through
"L" set forth above shall be completed as
soon as possible but not later than the
respective times (New York City time) set
forth below:
Settlement
Procedure Time
---------- ----
A-B 11:00 a.m. on the trade date
C 2:00 p.m. on the trade date
D 3:00 p.m. on the Business Day
before Settlement Date
E 9:00 a.m. on Settlement Date
F 10:00 a.m. on Settlement Date
G-H No later than 2:00 p.m. on
Settlement Date
I 4:45 p.m. on Settlement Date
▇-▇ 5:00 p.m. on Settlement Date
If a sale is to be settled more than one
Business Day after the sale date,
Settlement Procedures A, B and C may, if
necessary, be completed at any time prior
to the specified times on the first
Business Day after such sale date. In
connection with a sale which is to be
settled more than one Business Day after
the trade date, if the initial interest
rate for a Floating Rate Note is not known
at the time that Settlement Procedure A is
completed, Settlement Procedures B and C
shall be completed as soon as such rates
have been determined, but no later than
11:00 a.m. and 2:00 p.m., New York City
time, respectively, on the second Business
Day before the Settlement Date. Settlement
Procedure I is subject to extension in
accordance with any extension of Fedwire
closing deadlines and in the other events
specified in the SDFS operating procedures
in effect on the Settlement Date.
If settlement of a Note issued in
book-entry form is rescheduled or
cancelled, the Trustee will deliver to
DTC, through DTC's Participant Terminal
system, a cancellation message to such
effect by no later than 2:00 p.m., New
York City time, on the Business Day
immediately preceding the scheduled
Settlement Date.
20
28
Failure to Settle: If the Trustee fails to enter an SDFS
deliver order with respect to a Book-Entry
Note issued in book-entry form pursuant to
Settlement Procedure G, the Trustee may
deliver to DTC, through DTC's Participant
Terminal System, as soon as practicable a
withdrawal message instructing DTC to
debit such Note to the participant account
of the Trustee maintained at DTC. DTC will
process the withdrawal message, provided
that such participant account contains a
principal amount of the Book-Entry Note
representing such Note that is at least
equal to the principal amount to be
debited. If withdrawal messages are
processed with respect to all the Notes
represented by a Book-Entry Note, the
Trustee will ▇▇▇▇ such Book-Entry Note
"cancelled," make appropriate entries in
its records and send such cancelled
Book-Entry Note to the Company. The CUSIP
number assigned to such Book-Entry Note
shall, in accordance with CUSIP Service
Bureau procedures, be cancelled and not
immediately reassigned. If withdrawal
messages are processed with respect to a
portion of the Notes represented by a
Book-Entry Note, the Trustee will exchange
such Book-Entry Note for two Book-Entry
Notes, one of which shall represent the
Book-Entry Notes for which withdrawal
messages are processed and shall be
cancelled immediately after issuance, and
the other of which shall represent the
other Notes previously represented by the
surrendered Book-Entry Note and shall bear
the CUSIP number of the surrendered
Book-Entry Note.
If the purchase price for any Book-Entry
Note is not timely paid to the
Participants with respect to such Note by
the beneficial purchaser thereof (or a
person, including an indirect participant
in DTC, acting on behalf of such
purchaser), such Participants and, in
turn, the related Agent may enter SDFS
deliver orders through DTC's Participant
Terminal System reversing the orders
entered pursuant to Settlement Procedures
G and H, respectively. Thereafter, the
Trustee will deliver the withdrawal
message and take the related actions
described in the preceding paragraph. If
such failure shall have occurred for any
reason other than default by the
applicable Agent to perform its
obligations hereunder or under the
Distribution Agreement, the Company will
reimburse such Agent on an equitable basis
for its loss of the use of funds during
the period when the funds were credited to
the account of the Company.
21
29
Notwithstanding the foregoing, upon any
failure to settle with respect to a
Book-Entry Note, DTC may take any actions
in accordance with its SDFS operating
procedures then in effect. In the event of
a failure to settle with respect to a Note
that was to have been represented by a
Book-Entry Security also representing
other Notes, the Trustee will provide, in
accordance with Settlement Procedures D
and E, for the authentication and issuance
of a Book-Entry Note representing such
remaining Notes and will make appropriate
entries in its records.
22
30
PART III: PROCEDURES FOR NOTES ISSUED IN CERTIFICATED FORM
Denominations: The Notes will be issued in denominations
of U.S. $1,000 and integral multiples of
U.S. $1,000 in excess thereof.
Interest: Each Note will bear interest in accordance
with its terms. Interest will begin to
accrue on the Original Issue Date of a
Note for the first interest period and on
the most recent interest payment date to
which interest has been paid for all
subsequent interest periods. Each payment
of interest shall include interest accrued
to, but excluding, the date of such
payment. Unless otherwise specified in the
applicable Pricing Supplement, interest
payments in respect of Fixed Rate Notes
will be made semi-annually on April 15 and
October 15 of each year and at Maturity.
However, the first payment of interest on
any Note issued between a Record Date and
an Interest Payment Date will be made on
the Interest Payment Date following the
next succeeding Record Date. Unless
otherwise specified in the applicable
Pricing Supplement, the Record Date for
any payment of interest shall be the close
of business 15 calendar days prior to the
applicable Interest Payment Date. Interest
at Maturity will be payable to the person
to whom the principal is payable.
Notwithstanding the above, in the case of
Floating Rate Notes which reset daily or
weekly, interest payments shall include
accrued interest from, and including, the
date of issue or from, but excluding, the
last date in respect of which interest has
been accrued and paid, as the case may be,
through, and including, the record date
which is 15 calendar days immediately
preceding such Interest Payment Date (the
"Record Date"), except that at Maturity
the interest payable will include interest
accrued to, but excluding, the Maturity
date. For additional special provisions
relating to Floating Rate Notes, see the
Prospectus Supplement.
23
31
Payments of Principal and
Interest: Upon presentment and delivery of the Note,
the Trustee will pay the principal amount
of each Note at Maturity and the final
installment of interest in immediately
available funds received from the Company.
All interest payments on a Note, other
than interest due at Maturity, will be
made by check drawn on the Trustee and
mailed by the Trustee to the person
entitled thereto as provided in the Note.
However, holders of ten million dollars or
more in aggregate principal amount of
Notes (whether having identical or
different terms and provisions) shall be
entitled to receive payments of interest,
other than at Maturity, by wire transfer
in immediately available funds to a
designated account maintained in the
United States upon receipt by the Trustee
of written instructions from such a holder
not later than the regular Record Date for
the related Interest Payment Date. Any
payment of principal or interest required
to be made on an Interest Payment Date or
at Maturity of a Note which 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 the Interest Payment
Date or at Maturity, as the case may be,
and no interest shall accrue for the
period from and after such Interest
Payment Date or Maturity.
The Trustee will provide monthly to the
Company a list of the principal and
interest to be paid on Notes maturing in
the next succeeding month. The Trustee
will be responsible for withholding taxes
on interest paid as required by applicable
law, but shall be relieved from any such
responsibility if it acts in good faith
and in reliance upon an opinion of
counsel.
Notes presented to the Trustee at Maturity
for payment will be cancelled by the
Trustee. All cancelled Notes held by the
Trustee shall be destroyed, and the
Trustee shall furnish to the Company a
certificate with respect to such
destruction.
24
32
Settlement Procedures: Settlement Procedures with regard to each
Note purchased through any Agent, as
agent, shall be as follows:
A. The Presenting Agent will advise the
Company by telephone of the
following Settlement information
with regard to each Note:
1. Exact name in which the Note
is to be registered (the
"Registered Owner").
2. Exact address or addresses of
the Registered Owner for
delivery, notices and payments
of principal and interest.
3. Taxpayer identification number
of the Registered Owner.
4. Principal amount of the Note.
5. Denomination of the Note.
6. Fixed Rate Notes:
a) interest rate; and
b) redemption or optional
repayment dates, if any.
Floating Rate Notes:
a) designation (which may be
"Regular Floating Rate
Note," "Floating
Rate/Fixed Note" or
"Inverse Floating Rate
Note;"
b) interest rate basis or
bases;
c) initial interest rate;
d) spread or spread
multiplier, if any;
e) interest rate reset dates;
f) interest rate reset
period;
g) interest payment dates;
h) interest payment period;
i) index maturity;
j) calculation agent;
k) maximum interest rate, if
any;
l) minimum interest rate, if
any;
m) calculation date;
25
33
n) interest determination
date;
o) redemption or optional
repayment dates, if any;
and
p) fixed rate (for Floating
Rate/Fixed Rate Notes and
Inverse Floating Rate
Notes) and fixed rate
commencement date (for
Floating Rate/Fixed Rate
Notes).
7. Price to public of the Note.
8. Settlement date (Original
Issue Date).
9. Stated Maturity.
10. Overdue rate (if any).
11. Extension periods, if any, and
final maturity date.
12. Optional reset dates, if any.
13. Net proceeds to the Company.
14. Agent's Commission.
B. The Company shall provide to the
Trustee the above Settlement
information received from the Agent
and shall cause the Trustee to
issue, authenticate and deliver
Notes. The Company also shall
provide to the Trustee and/or Agent
a copy of the applicable Pricing
Supplement.
C. The Trustee will complete the
preprinted 4-ply Note packet
containing the following documents
in forms approved by the Company,
the Presenting Agent and the
Trustee:
1. Note with Agent's customer
confirmation.
2. Stub 1 - for Trustee.
3. Stub 2 - for Agent.
4. Stub 3 - for the Company.
26
34
D. With respect to each trade, the
Trustee will deliver the Notes and
Stub 2 thereof to the Presenting
Agent at the following applicable
address:
If to ▇▇▇▇▇▇ Brothers Inc.:
Chase Manhattan Bank
Ground Floor, Receive Window
4 New York Plaza
FAO ▇▇▇▇▇▇ Brothers
New York, New York
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.:
The Bank of New York
Dealer Clearance Department
▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: For the Account of
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
If to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Money Markets Clearance
Concourse Level, N.S.C.C. Window
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ -- ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇.▇. ▇▇▇▇▇▇ Securities Inc.:
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10041
Attention: Window 17 or 18
27
35
If to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated:
The Bank of New York
Dealer Clearance Department
3rd Floor, Window 3B
▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: For the Account of ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated
If to Banc of America Securities
LLC:
▇/▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, Window B
New York, New York 10286
Attention: ▇▇▇ Cangelus
Account #: 076854/NationsBanc
▇▇▇▇▇▇▇▇▇▇ Securities LLC
If to ▇▇▇▇▇▇▇, Sachs & Co.:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium Term Note Desk
The Trustee will keep Stub 1. The
Presenting Agent will acknowledge receipt
of the Note through a broker's receipt and
will keep Stub 2. Delivery of the Note
will be made only against such
acknowledgement of receipt. Upon
determination that the Note has been
authorized, delivered and completed as
aforementioned, the Presenting Agent will
wire the net proceeds of the Note after
deduction of its applicable commission to
the Company pursuant to standard wire
instructions given by the Company.
E. The Presenting Agent will deliver
the Note (with confirmations), as
well as a copy of the Prospectus and
any applicable Prospectus Supplement
or Supplements received from the
Trustee to the purchaser against
payment in immediately available
funds.
F. The Trustee will send Stub 3 to the
Company.
28
36
Settlement Procedures Timetable: For offers accepted by the Company,
Settlement Procedures "A" through "F" set
forth above shall be completed on or
before the respective times set forth
below:
Settlement
Procedure Time
--------- ----
A-B 3:00 PM on Business Day
prior to settlement
C-D 2:15 PM on day of settlement
E 3:00 PM on day of settlement
F 5:00 PM on day of settlement
Failure to Settle: In the event that a purchaser of a Note
from the Company shall either fail to
accept delivery of or make payment for a
Note on the date fixed for settlement, the
Presenting Agent will forthwith notify the
Trustee and the Company by telephone,
confirmed in writing, and return the Note
to the Trustee.
The Trustee, upon receipt of the Note from
the Agent, will immediately advise the
Company and the Company will promptly
arrange to credit the account of the
Presenting Agent in an amount of
immediately available funds equal to the
amount previously paid by such Agent in
settlement for the Note. Such credits will
be made on the settlement date if
possible, and in any event not later than
the Business Day following the settlement
date; provided that the Company has
received notice on the same day. If such
failure shall have occurred for any reason
other than failure by such Agent to
perform its obligations hereunder or under
the Distribution Agreement, the Company
will reimburse such Agent on an equitable
basis for its loss of the use of funds
during the period when the funds were
credited to the account of the Company.
Immediately upon receipt of the Note in
respect of which the failure occurred, the
Trustee will cancel and destroy the Note,
make appropriate entries in its records to
reflect the fact that the Note was never
issued, and accordingly notify in writing
the Company.
29