Exhibit 4(g)
FLOATING RATE GLOBAL MEDIUM-TERM NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. BFLR ______________ CUSIP No. ________________ $____________________
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC.
MEDIUM-TERM NOTE,
SERIES B
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY:
Modified Federal
Funds Rate
INDEX MATURITY: INITIAL INTEREST RATE: SPREAD:
INITIAL INTEREST RESET DATE: REGULAR RECORD DATE: INTEREST PAYMENT
(Fifteen days prior to DATES:
the applicable Interest
Payment Date, unless
otherwise specified)
SPREAD MULTIPLIER: INTEREST RESET DATES:
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INITIAL REDEMPTION
DATE:
INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT: IF INTEREST RATE BASIS IS LIBOR:
(▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, : LIBOR Telerate
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, : LIBOR Reuters
unless otherwise specified) LIBOR CURRENCY:
INTEREST CALCULATION: DAY COUNT CONVENTION
: Regular Floating Rate Note : Actual/360 for the period
: Floating Rate/Fixed Rate from to .
Fixed Rate Commencement Date: : Actual/Actual to the period
Fixed Interest Rate: from to .
:Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: DENOMINATIONS:
[X] Yes (Integral multiples of $1,000,
unless otherwise specified)
: No
IF INTEREST RATE BASIS SPECIFIED CURRENCY:
IS PRIME RATE:
: Prime Rate--Major Banks
: Prime Rate--H.15
IF INTEREST RATE BASIS IS CMT RATE: OTHER PROVISIONS:
: Designated CMT Telerate Page is 7051
: Designated CMT Telerate Page is 7052
: One-Week Average
: One-Month Average
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▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC., a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
DOLLARS on the Stated Maturity specified above (except to the extent redeemed or
repaid prior to the Stated Maturity), and to pay interest thereon, at a rate per
annum equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any Addendum relating
hereto depending upon the Interest Rate Basis or Bases, and such other terms
specified above, until the principal hereof is paid or duly made available for
payment. Reference herein to "this Note", "hereof", "herein" and comparable
terms shall include an Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date specified above next
succeeding the Original Issue Date specified above, and on the Stated Maturity
or any Redemption Date or Optional Repayment Date (as defined below) (the date
of each such Stated Maturity, Redemption Date and Optional Repayment Date and
the date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular Record
Date (as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date; and provided, further, that if an Interest Payment Date
(other than an Interest Payment Date at Maturity) would fall on a day that is
not a Business Day (as defined below), such Interest Payment Date shall be
postponed to the next succeeding day that is a Business Day, except that in the
case the Interest Rate Basis is LIBOR, as indicated above, if such next Business
Day falls in the next calendar month, the applicable Interest Payment Date shall
be the immediately preceding Business Day. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the applicable Interest
Payment Date. Interest on this Note will accrue from and including the Original
Issue Date specified above, at the rates determined from time to time as
specified herein, until the principal hereof has been paid or made available for
payment. If the Maturity falls on a day which is not a Business Day as defined
below, the payment due on such Maturity will be paid on the next succeeding
Business Day with the same force and effect as if made on such Maturity and no
interest shall accrue with respect to such payment for the period from and after
such Maturity. The interest so payable and punctually paid or duly provided for
on any Interest Payment Date will as provided in the Indenture 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 for such Interest
Payment Date. Any such interest which is payable, but not punctually paid or
duly provided for on any Interest Payment Date (herein called "Defaulted
Interest"), shall forthwith cease to be payable to the registered Holder 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 the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Note will be made at
the Office or Agency of the Company maintained by the Company for such purpose
in the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.
Unless the certificate of authentication hereon has been executed by
or on behalf of JPMorgan Chase Bank, the Trustee with respect to the Notes under
the Indenture, or its successor thereunder, by the manual signature of one of
its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series B (the "Notes"). The Securities are issued and to be issued under an
indenture (the "Indenture") dated as of October 1, 1993, between the Company and
JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank (successor by
merger to The Chase Manhattan Bank (National Association)) (herein called the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental
3
thereto reference is ▇▇▇▇▇▇ made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered. The terms of
individual Notes may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment and
otherwise as provided in the Indenture.
The Notes are issuable only in registered form without coupons in
denominations of, unless otherwise specified above, $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same. If
(x) the Depository is at any time unwilling or unable to continue as depository
and a successor depository is not appointed by the Company within 60 days, (y)
the Company executes and delivers to the Trustee a Company Order to the effect
that this Note shall be exchangeable or (z) an Event of Default has occurred and
is continuing with respect to the Notes, this Note shall be exchangeable for
Notes in definitive form of like tenor and of an equal aggregate principal
amount, in authorized denominations. Such definitive Notes shall be registered
in such name or names as the Depository shall instruct the Trustee. If
definitive Notes are so delivered, the Company may make such changes to the form
of this Note as are necessary or appropriate to allow for the issuance of such
definitive Notes.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder
prior to its Stated Maturity on the Holder's Optional Repayment Date(s), if any,
indicated on the face hereof. If no Holder's Optional Repayment Dates are set
forth on the face hereof, this Note may not be so repaid at the option of the
Holder hereof prior to the Stated Maturity. On any Holder's Optional Repayment
Date, this Note shall be repayable in whole or in part in an amount equal to
$1,000 or integral multiples thereof (provided that any remaining principal
amount shall be an authorized denomination) at the option of the Holder hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment. For this Note
to be repaid in whole or in part at the option of the Holder hereof, this Note
must be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Trustee at its office at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, Corporate
Trust Securities Window, New York, New York 10041 or such address which the
Company shall from time to time notify the Holders of the Medium-Term Notes (the
"Corporate Trust Office"), not more than 60 nor less than 30 days prior to a
Holder's Optional Repayment Date. This Note must be received by the Trustee by
5:00 P.M., New York City time, on the last day for giving such notice. Exercise
of such repayment option by the Holder hereof shall be irrevocable. In the event
of payment of this Note in part only, a new Note for the unpaid portion hereof
shall be issued in the name of the Holder hereof upon the surrender hereof.
This Note may be redeemed at the option of the Company prior to its
Stated Maturity on any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). If no Initial Redemption
Date is set forth on the face hereof, this Note may not be redeemed at the
option of the Company prior to the Stated Maturity. On and after the Initial
Redemption Date, if any, this Note may be redeemed at any time in whole or from
time to time in part in increments of $1,000 or integral multiples thereof
(provided that any remaining principal amount shall be an authorized
denomination) at the option of the Company at the applicable Redemption Price
(as defined below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
If this Note is redeemable at the option of the Company prior to its
Stated Maturity, the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified on the face hereof, of the principal amount of
this Note to be redeemed and shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any, specified
on the face hereof, of the principal amount to be redeemed until the Redemption
Price is 100% of such principal amount.
The interest rate borne by this Note shall be determined as follows:
1. If this Note is designated as a Regular Floating Rate Note
above, then, except as described below, this Note shall bear interest
at the rate determined by reference to the applicable Interest Rate
Basis or Bases shown above (1) plus or minus the applicable Spread, if
any, and/or (2) multiplied by
4
the applicable Spread Multiplier, if any, specified and applied in the
manner described above. Commencing on the first Interest Reset Date,
the rate at which interest on this Note is payable will be reset as of
each Interest Reset Date specified above; provided, however, that the
interest rate in effect for the period from the Original Issue Date to
the first Interest Reset Date will be the Initial Interest Rate.
2. If this Note is designated as a Floating Rate/Fixed Rate
Note above, then, except as described below, this Note shall bear
interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases shown above (1) plus or minus the
applicable Spread, if any, and/or (2) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner
described above. Commencing on the first Interest Reset Date, the rate
at which interest on this Note is payable will be reset as of each
Interest Reset Date specified above; provided, however, that (i) the
interest rate in effect for the period from the date of issue to the
first Interest Reset Date will be the Initial Interest Rate, and (ii)
the interest rate in effect commencing on, and including, the date on
which interest begins to accrue on a fixed rate basis to Maturity will
be the Fixed Interest Rate, if the rate is specified above, or if no
Fixed Interest Rate is specified, the interest rate in effect on the
Floating Rate/Fixed Rate Note on the day immediately preceding the
date on which interest begins to accrue on a fixed rate basis.
3. If this Note is designated as an Inverse Floating Rate Note
above, then, except as described below, this Note will bear interest
equal to the Fixed Interest Rate indicated above minus the rate
determined by reference to the applicable Interest Rate Basis or Bases
shown above (1) plus or minus the applicable Spread, if any, and/or
(2) multiplied by the applicable Spread Multiplier, if any, specified
and applied in the manner described above; provided, however, that
unless otherwise specified on the face hereof, the interest rate
hereon will not be less than zero percent. Commencing on the first
Interest Reset Date, the rate at which interest on this Note is
payable shall be reset as of each Interest Reset Date specified above;
provided, however, that the interest rate in effect for the period
from the Original Issue Date to the Initial Interest Reset Date shall
be the Initial Interest Rate.
4. Notwithstanding the foregoing, if this Note is designated
above as having an Addendum attached or as having Other Provisions
apply, the Note shall bear interest in accordance with the terms
described in such Addendum or specified under Other Provisions.
Except as provided above, the interest rate in effect on each day
shall be (a) if such day is an Interest Reset Date, the interest rate determined
as of the Interest Determination Date (as defined below) immediately preceding
such Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the immediately preceding Interest Reset Date. Each Interest Rate
Basis shall be the rate determined in accordance with the applicable provision
below. If any Interest Reset Date (which term includes the term first Interest
Reset Date unless the context otherwise requires) would otherwise be a day that
is not a Business Day, that Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that if an Interest Rate Basis
specified on the face hereof is LIBOR and the next Business Day falls in the
next succeeding calendar month, that Interest Reset Date shall be the
immediately preceding Business Day. In addition, if an Interest Rate Basis
specified on the face hereof is the Treasury Rate and the Interest Determination
Date would otherwise fall on an Interest Reset Date, then that Interest Reset
Date shall be postponed to the next succeeding Business Day.
Unless otherwise specified above, interest payable on this Note on any
Interest Payment Date shall be the amount of interest accrued from and including
the immediately preceding Interest Payment Date in respect of which interest has
been paid (or from and including the Original Issue Date specified above, if no
interest has been paid), to but excluding the related Interest Payment Date or
Maturity. Unless otherwise specified above, accrued interest hereon shall be an
amount calculated by multiplying the face amount hereof by an accrued interest
factor. The accrued interest factor shall be computed by adding the interest
factor calculated for each day in the period for which accrued interest is being
calculated. Unless otherwise specified above, the interest factor for each such
day shall be computed by dividing the interest rate applicable to such day by
360, if the Day Count Convention specified above is "Actual/360" for the period
specified thereunder or by the actual number of days in the year if the Day
Count Convention specified above is "Actual/Actual" for the period specified
thereunder. In the case of notes for which the Interest Rate Basis is the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate, the interest factor for each day
will be computed by dividing the interest rate applicable to each day by 360. In
the case of notes for which the Interest Rate Basis is the CMT Rate or
5
the Treasury Rate, the interest factor for each day will be computed by dividing
the interest rate applicable to each day by the actual number of days in the
year. The interest factor for notes for which the interest rate is calculated
with reference to two or more Interest Rate Bases will be calculated in each
period in the same manner as if only one of the applicable Interest Rate Bases
applied.
Unless otherwise specified above, the "Interest Determination Date"
with respect to the CD Rate, the CMT Rate and the Commercial Paper Rate shall be
the second Business Day preceding each Interest Reset Date; the "Interest
Determination Date" with respect to the Federal Funds Rate and the Prime Rate
shall be the Business Day immediately preceding each Interest Reset Date; the
"Interest Determination Date" with respect to LIBOR shall be the second London
Banking Day (as defined below) preceding each Interest Reset Date; the "Interest
Determination Date" with respect to the Eleventh District Cost of Funds Rate
shall be the last working day of the month immediately preceding each Interest
Reset Date on which the Federal Home Loan Bank of San Francisco (the "FHLB of
San Francisco") publishes the Index (as defined below); and the "Interest
Determination Date" with respect to the Treasury Rate shall be the day in the
week in which the related Interest Reset Date falls on which day Treasury Bills
(as defined below) are normally 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 the
auction may be held on the preceding Friday; provided, however, that if an
auction is held on the Friday of the week preceding the related Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset Date,
then the related Interest Reset Date shall instead be the first Business Day
following such auction. If the interest rate of this Note is determined with
reference to two or more Interest Rate Bases, the Interest Determination Date
pertaining to this Note will be the latest Business Day which is at least two
Business Days prior to such Interest Reset Date on which each Interest Rate
Basis shall be determinable. Each Interest Rate Basis shall be determined and
compared on such date, and the applicable interest rate shall take effect on the
related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date", if
applicable, pertaining to any Interest Determination Date will be the earlier of
(i) the tenth calendar day after such Interest Determination Date or, if the
tenth calendar day is not a Business Day, the next succeeding Business Day, or
(ii) the Business Day preceding the applicable Interest Payment Date or date of
Maturity, as the case may be. All calculations on this Note shall be made by the
Calculation Agent specified above or such successor thereto as is duly appointed
by the Company.
All percentages resulting from any calculation on this Note will be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards. For example, 9.876545% or
..09876545 would be rounded to 9.87655% or .0987655. All dollar amounts used in
or resulting from any calculation will be rounded to the nearest cent with
one-half cent being rounded upward.
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to non-United State
dollar denominated Notes, such day is also not a day on which commercial banks
are authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as hereinafter defined) of the country issuing the
Specified Currency or, if the Specified Currency is EURO, the day is also a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open; provided, further, that, with respect to Notes
as to which LIBOR is an applicable Interest Rate Basis, such day is also a
London Banking Day (as hereinafter defined).
As used herein, "London Banking Day" means a day on which commercial
banks are open for business, including dealings in the LIBOR Currency, in
London.
As used herein, "Principal Financial Center" means:
(1) the capital city of the country issuing the Specified
Currency, except that with respect to United States dollars,
Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, Italian lire, South African rand and Swiss francs,
the "Principal Financial Center" will be The City of New York,
Sydney and Melbourne, Toronto, Frankfurt, Amsterdam, Milan,
Johannesburg and Zurich, respectively, or
6
(2) the capital city of the country to which the LIBOR Currency
relates, except that with respect to United States dollars,
Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, Italian lire, Portuguese escudos, South African rand
and Swiss francs, the "Principal Financial Center" will be The
City of New York, Sydney, Toronto, Frankfurt, Amsterdam,
Milan, London, Johannesburg and Zurich, respectively.
Determination of CD Rate. If an Interest Rate Basis for this Note is
the CD Rate, as indicated above, the CD Rate shall be determined on the
particular Interest Determination Date (a "CD Rate Interest Determination
Date"), as:
(1) the rate on the particular CD Rate Interest Determination Date
for negotiable United States dollar certificates of deposit
having the Index Maturity specified above as published in
H.15(519), as defined below, under the caption "CDs (secondary
market)", or
(2) if the rate referred to in clause (1) above is not so
published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on the particular CD Rate Interest
Determination Date for negotiable United States dollar
certificates of deposit of the Index Maturity as published in
H.15 Daily Update, as defined below, or other recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption "CDs (secondary market)",
or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular CD Rate Interest
Determination Date calculated by the Calculation Agent as the
arithmetic mean of the secondary market offered rates as of
10:00 A.M., New York City time, on that CD Rate Interest
Determination Date, of three leading non-bank dealers in
negotiable United States dollar certificates of deposit in The
City of New York, which may include the agent or its
affiliates, selected by the Calculation Agent for negotiable
United States dollar certificates of deposit of major United
States money market banks for negotiable certificates of
deposit with a remaining maturity closest to the particular
Index Maturity in an amount that is representative for a
single transaction in that market at that time, or
(4) if the dealers selected by the Calculation Agent are not
quoting as mentioned in clause (3), the CD Rate in effect on
the particular CD Rate Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as
H.15(519), or any successor publication, published by the Board of Governors of
the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the Federal Reserve
System at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇▇/▇▇▇/▇▇▇▇▇▇, or any successor site
or publication.
Determination of CMT Rate. If an Interest Rate Basis for this Note is
the CMT Rate, as indicated above, the CMT Rate shall be determined as of the
particular Interest Determination Date (a "CMT Rate Interest Determination
Date") as:
(1) if CMT Telerate Page 7051 is specified above:
(a) the percentage equal to the yield for United States Treasury
securities at "constant maturity" having the Index Maturity
specified above as published in H.15(519) under the caption
"Treasury Constant Maturities", as the yield is displayed on
Bridge Telerate, Inc., or any successor service, on page 7051,
or any other page as may replace page 7051 on that service
("Telerate Page 7051"), for the particular CMT Rate Interest
Determination Date, or
(b) if the rate referred to in clause 1(a) does not appear on
Telerate Page 7051, the percentage equal to the yield for
United States Treasury securities at "constant maturity"
having the particular Index Maturity and for the particular
CMT Rate Interest Determination Date as published in H.15(519)
under the caption "Treasury Constant Maturities", or
7
(c) if the rate referred to in clause 1(b) does not appear in
H.15(519), the rate on the particular CMT Rate Interest
Determination Date for the period of the particular Index
Maturity as may then be published by either the Federal
Reserve System Board of Governors or the United States
Department of the Treasury that the Calculation Agent
determines to be comparable to the rate which would otherwise
have been published in H.15(519), or
(d) if the rate referred to in clause 1(c) is not published, the
rate on the particular CMT Rate Interest Determination Date
calculated by the Calculation Agent as a yield to maturity
based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 P.M., New York City time, on that
CMT Rate Interest Determination Date of three leading primary
United States government securities dealers in The City of New
York (each, a "Reference Dealer"), selected by the Calculation
Agent from five Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation, or, in the event
of equality, one of the highest, and the lowest quotation or,
in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity equal to the
particular Index Maturity, a remaining term to maturity no
more than 1 year shorter than that Index Maturity and in a
principal amount that is representative for a single
transaction in the securities in that market at that time, or
(e) if fewer than five but more than two of the prices referred to
in clause 1(d) are provided as requested, the rate on the
particular CMT Rate Interest Determination Date calculated by
the Calculation Agent based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of the
quotations will be eliminated, or
(f) if fewer than three prices referred to in clause 1(d) are
provided as requested, the rate on the particular CMT Rate
Interest Determination Date calculated by the Calculation
Agent as a yield to maturity based on the arithmetic mean of
the secondary market bid prices as of approximately 3:30 P.M.,
New York City time, on that CMT Rate Interest Determination
Date of three Reference Dealers selected by the Calculation
Agent from five Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation or, in the event
of equality, one of the highest and the lowest quotation or,
in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity
closest to that Index Maturity and in a principal amount that
is representative for a single transaction in the securities
in that market at that time, or
(g) if fewer than five but more than two prices referred to in
clause 1(f) are provided as requested, the rate on the
particular CMT Rate Interest Determination Date calculated by
the Calculation Agent based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of the
quotations will be eliminated, or
(h) if fewer than three prices referred to in clause 1(f) are
provided as requested, the CMT Rate in effect on the
particular CMT Rate Interest Determination Date.
(2) if CMT Telerate Page 7052 is specified above:
(a) the percentage equal to the one-week or one-month, as
specified above, average yield for United States Treasury
securities at "constant maturity" having the Index Maturity
specified above as published in H.15(519) opposite the caption
"Treasury Constant Maturities", as the yield is displayed on
Bridge Telerate, Inc., or any successor service, on page 7052,
or any other page as may replace page 7052 on that service
("Telerate Page 7052"), for the week or month, as applicable,
ended immediately preceding the week or month, as applicable,
in which the particular CMT Rate Interest Determination Date
falls, or
(b) if the rate referred to in clause 2(a) does not appear on
Telerate Page 7052, the percentage equal to the one-week or
one-month, as specified above, average yield for United States
Treasury securities at "constant maturity" having the
particular Index Maturity and for the week or month, as
applicable, preceding the particular CMT Rate Interest
Determination Date as published in H.15(519) opposite the
caption "Treasury Constant Maturities," or
8
(c) if the rate referred to in clause 2(b) does not appear in
H.15(519), the one-week or one-month, as specified, average
yield for United States Treasury securities at "constant
maturity" having the particular Index Maturity as otherwise
announced by the Federal Reserve Bank of New York for the week
or month, as applicable, ended immediately preceding the week
or month, as applicable, in which the particular CMT Rate
Interest Determination Date falls, or
(d) if the rate referred to in clause 2(c) is not published, the
rate on the particular CMT Rate Interest Determination Date
calculated by the Calculation Agent as a yield to maturity
based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 P.M., New York City time, on
that CMT Rate Interest Determination Date of three Reference
Dealers selected by the Calculation Agent from five Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation, or, in the event of equality, one of the
highest, and the lowest quotation or, in the event of
equality, one of the lowest, for United States Treasury
securities with an original maturity equal to the particular
Index Maturity, a remaining term to maturity no more than 1
year shorter than that Index Maturity and in a principal
amount that is representative for a single transaction in the
securities in that market at that time, or
(e) if fewer than five but more than two of the prices referred to
in clause 2(d) are provided as requested, the rate on the
particular CMT Rate Interest Determination Date calculated by
the Calculation Agent based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of the
quotations will be eliminated, or
(f) if fewer than three prices referred to in clause 2(d) are
provided as requested, the rate on the particular CMT Rate
Interest Determination Date calculated by the Calculation
Agent as a yield to maturity based on the arithmetic mean of
the secondary market bid prices as of approximately 3:30 P.M.,
New York City time, on that CMT Rate Interest Determination
Date of three Reference Dealers selected by the Calculation
Agent from five Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation or, in the event
of equality, one of the highest and the lowest quotation or,
in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity
closest to that Index Maturity and in a principal amount that
is representative for a single transaction in the securities
in that market at that time, or
(g) if fewer than five but more than two prices referred to in
clause 2(f) are provided as requested, the rate on the
particular CMT Rate Interest Determination Date calculated by
the Calculation Agent based on the arithmetic mean of the bid
prices obtained and neither the highest or the lowest of the
quotations will be eliminated, or
(h) if fewer than three prices referred to in clause 2(f) are
provided as requested, the CMT Rate in effect on the
particular CMT Rate Interest Determination Date.
If two United States Treasury securities with an original maturity
greater than the Index Maturity specified above have remaining terms to maturity
equally close to the particular Index Maturity, the quotes for the United States
Treasury security with the shorter original remaining term to maturity will be
used.
Determination of Commercial Paper Rate. If an Interest Rate Basis for
this Note is the Commercial Paper Rate, as indicated above, the Commercial Paper
Rate shall be determined on the particular Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date"), as:
(1) the Money Market Yield, as defined below, on the particular
Commercial Paper Rate Interest Determination Date of the rate
for commercial paper having the Index Maturity above as
published in H.15(519) under the caption "Commercial
Paper-Nonfinancial", or
(2) if the rate referred to in clause (1) is not published by 3:00
P.M., New York City time, on the related Calculation Date, the
Money Market Yield of the rate on the particular Commercial
Paper Rate Interest Determination Date for commercial paper
having the particular Index Maturity as
9
published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate,
under the caption "Commercial Paper-Nonfinancial", or
(3) if the rate referred to in clause (2) is not published by 3:00
P.M., New York City time, on the related Calculation Date, the
rate on the particular Commercial Paper Rate Interest
Determination Date calculated by the Calculation Agent as the
Money Market Yield of the arithmetic mean of the offered rates
at approximately 11:00 A.M., New York City time, on that
Commercial Paper Rate Interest Determination Date of three
leading dealers of United States dollar commercial paper in
The City of New York, which may include the agent and its
affiliates, selected by the Calculation Agent for commercial
paper having the particular Index Maturity placed for
industrial issuers whose bond rating is "Aa", or the
equivalent, from a nationally recognized statistical rating
organization, or
(4) if the dealers selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Commercial Paper Rate
in effect on the particular Commercial Paper Rate Interest
Determination Date.
"Money Market Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
D x 360
Money Market Yield = ---------------------- x 100
360 - ( D x M )
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the applicable interest period.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for
this Note is the Eleventh District Cost of Funds Rate, as indicated above, the
Eleventh District Cost of Funds Rate shall be determined on the particular
Interest Determination Date (an "Eleventh District Cost of Funds Rate Interest
Determination Date"), and shall be:
(1) the rate equal to the monthly weighted average cost of funds
for the calendar month immediately preceding the month in
which the particular Eleventh District Cost of Funds Rate
Interest Determination Date falls as set forth under the
caption "11th District" on the display on Bridge Telerate,
Inc. or any successor service on page 7058 or any other page
as may replace page 7058 on that service ("Telerate Page
7058") as of 11:00 A.M., San Francisco time, on that Eleventh
District Cost of Funds Rate Interest Determination Date, or
(2) if the rate referred to in clause (1) does not appear on
Telerate Page 7058, the monthly weighted average cost of funds
paid by member institutions of the Eleventh Federal Home Loan
Bank District that was most recently announced (the "Index")
by the Federal Home Loan Bank of San Francisco as the cost of
funds for the calendar month immediately preceding that
Eleventh District Cost of Funds Rate Interest Determination
Date, or
(3) if the Federal Home Loan Bank of San Francisco fails to
announce the Index on or prior to the particular Eleventh
District Cost of Funds Rate Interest Determination Date for
the calendar month immediately preceding that Eleventh
District Cost of Funds Rate Interest Determination Date, the
Eleventh District Cost of Funds Rate in effect on the
particular Eleventh District Cost of Funds Rate Interest
Determination Date.
Determination of Federal Funds Rate. If an Interest Rate Basis for
this Note is the Federal Funds Rate, as indicated above, the Federal Funds Rate
shall be determined on the particular Interest Determination Date (a "Federal
Funds Rate Interest Determination Date"), and shall be:
(1) the rate on the particular Federal Funds Rate Interest
Determination Date for United States dollar federal funds as
published in H.15(519) under the caption "Federal Funds
(Effective)", as
10
displayed on Bridge Telerate, Inc. or any successor service on
page 120 or any other page as may replace page 120 on that
service ("Telerate Page 120"), or
(2) if the rate referred to in clause (1) does not appear on
Telerate Page 120 or is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the rate on
the particular Federal Funds Rate Interest Determination Date
for United States dollar federal funds as published in H.15
Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, under the
caption "Federal Funds (Effective)", or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular Federal Funds Rate Interest
Determination Date calculated by the Calculation Agent as the
arithmetic mean of the rates for the last transaction in
overnight United States dollar federal funds arranged by three
leading brokers of United States dollar federal funds
transactions in The City of New York, which may include the
agent or its affiliates, selected by the Calculation Agent
before 9:00 A.M., New York City time, on that Federal Funds
Rate Interest Determination Date, or
(4) if the brokers selected by the Calculation Agent are not
quoting as mentioned in clause (3), the Federal Funds Rate in
effect on the particular Federal Funds Rate Interest
Determination Date.
Determination of LIBOR. "LIBOR" means the rate determined by the
Calculation Agent in accordance with the following provisions:
(1) if "LIBOR Telerate" is specified above or if neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified above as the method
for calculating LIBOR, the rate for deposits in the LIBOR
Currency, as defined below, having the Index Maturity
specified above, commencing on the related Interest Reset
Date, that appears on the LIBOR Page, as defined below, as of
11:00 A.M., London time, on the particular Interest
Determination Date, or
(2) if "LIBOR Reuters" is specified above, the arithmetic mean of
the offered rates calculated by the Calculation Agent, or the
offered rate if the LIBOR Page by its terms provides only for
a single rate, for deposits in the LIBOR Currency having the
particular Index Maturity, commencing on the related Interest
Reset Date, that appear or appears, as the case may be, on the
LIBOR Page as of 11:00 A.M., London time, on the particular
Interest Determination Date, or
(3) if fewer than two offered rates appear, or no rate appears, as
the case may be, on the particular Interest Determination Date
on the LIBOR Page as specified in clauses (1) or (2), as
applicable, the rate calculated by the Calculation Agent as
the arithmetic mean of at least two offered quotations
obtained by the Calculation Agent after requesting the
principal London offices of each of four major reference
banks, which may include affiliates of the agent, in the
London interbank market to provide the Calculation Agent with
its offered quotation for deposits in the LIBOR Currency for
the period of the particular Index Maturity, commencing on the
related Interest Reset Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on
that Interest Determination Date and in a principal amount
that is representative for a single transaction in the LIBOR
Currency in that market at that time, or
(4) if fewer than two offered quotations referred to in clause (3)
are provided as requested, the rate calculated by the
Calculation Agent as the arithmetic mean of the rates quoted
at approximately 11:00 A.M., in the applicable Principal
Financial Center, on the particular Interest Determination
Date by three major banks, which may include affiliates of the
agent, in that Principal Financial Center selected by the
Calculation Agent for loans in the LIBOR Currency to leading
European banks, having the particular Index Maturity and in a
principal amount that is representative for a single
transaction in the LIBOR Currency in that market at that time,
or
(5) if the banks selected by the Calculation Agent are not quoting
as mentioned in clause (4), the rate in effect on the
particular Interest Determination Date.
11
"LIBOR Currency" means the currency specified above as to which LIBOR
will be calculated or, if no currency is specified above, United States dollars.
"LIBOR Page" means either:
. if "LIBOR Telerate" is specified above or neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified above as the method for
calculating LIBOR, the display on Bridge Telerate, Inc. or any
successor service on the page specified in such pricing supplement
or any page as may replace the specified page on that service for
the purpose of displaying the London interbank rates of major
banks for the LIBOR Currency, or
. if "LIBOR Reuters" is specified above, the display on the
Reuter Monitor Money Rates Service or any successor service on the
page specified above or any other page as may replace the
specified page on that service for the purpose of displaying the
London interbank rates of major banks for the LIBOR Currency.
Determination of Prime Rate. If an Interest Rate Basis for this Note
specified above is the Prime Rate, the Prime Rate will be determined on the
particular Interest Determination Date (a "Prime Rate Interest Determination
Date"). The "Prime Rate" means:
(1) the rate on the particular Prime Rate Interest Determination
Date as published in H.15(519) under the caption "Bank Prime
Loan", or
(2) if the rate referred to in clause (1) is not published by 3:00
P.M., New York City time, on the related Calculation Date, the
rate on the particular Prime Rate Interest Determination Date
as published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption "Bank Prime Loan", or
(3) if the rate referred to in clause (2) is not published by 3:00
P.M., New York City time, on the related Calculation Date, the
rate on the particular Prime Rate Interest Determination Date
calculated by the Calculation Agent as the arithmetic mean of
the rates of interest publicly announced by each bank that
appears on the Reuters Screen US PRIME 1 Page, as defined
below, as the applicable bank's prime rate or base lending
rate as of 11:00 A.M., New York City time, on that Prime Rate
Interest Determination Date, or
(4) if fewer than four rates referred to in clause (3) are
published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on the particular Prime Rate
Interest Determination Date calculated by the Calculation
Agent as the arithmetic mean of the prime rates or base
lending rates quoted on the basis of the actual number of days
in the year divided by a 360-day year as of the close of
business on that Prime Rate Interest Determination Date by
three major banks, which may include affiliates of the agent,
in The City of New York selected by the Calculation Agent, or
(5) if the banks selected by the Calculation Agent are not quoting
as mentioned in clause (4), the Prime Rate in effect on the
particular Prime Rate Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter
Monitor Money Rates Service or any successor service on the "US PRIME 1" Page or
other page as may replace that page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks.
Determination of Treasury Rate. If an Interest Rate Basis for this Note
specified above, is the Treasury Rate, the Treasury Rate shall be determined on
the particular Interest Determination Date (a "Treasury Rate Interest
Determination Date") "Treasury Rate" means:
(1) the rate from the auction held on the particular Treasury Rate
Interest Determination Date (the "Auction") of direct
obligations of the United States ("Treasury Bills") having the
Index Maturity specified above under the caption "INVESTMENT
RATE" on the display on Bridge Telerate, Inc.
12
or any successor service on page 56 or any other page as may
replace page 56 on that service ("Telerate Page 56") or page
57 or any other page as may replace page 57 on that service
("Telerate Page 57"), or
(2) if the rate referred to in clause (1) is not published by 3:00
P.M., New York City time, on the related Calculation Date, the
Bond Equivalent Yield, as defined below, of the rate for the
applicable Treasury Bills as published in H.15 Daily Update,
or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High", or
(3) if the rate referred to in clause (2) is not published by 3:00
P.M., New York City time, on the related Calculation Date, the
Bond Equivalent Yield of the auction rate of the applicable
Treasury Bills as announced by the United States Department of
the Treasury, or
(4) if the rate referred to in clause (3) is not announced by the
United States Department of the Treasury, or if the Auction is
not held, the Bond Equivalent Yield of the rate on the
particular Treasury Rate Interest Determination Date of the
applicable Treasury Bills as published in H.15(519) under the
caption "U.S. Government Securities/Treasury Bills/Secondary
Market", or
(5) if the rate referred to in clause (4) is not published by 3:00
P.M., New York City time, on the related Calculation Date, the
rate on the particular Treasury Rate Interest Determination
Date of the applicable Treasury Bills as published in H.15
Daily Update, or other recognized electronic source used for
the purpose of displaying the applicable rate, under the
caption "U.S. Government Securities/Treasury Bills/Secondary
Market", or
(6) if the rate referred to in clause (5) is not published by 3:00
P.M., New York City time, on the related Calculation Date, the
rate on the particular Treasury Rate Interest Determination
Date calculated by the Calculation Agent as the Bond
Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City
time, on that Treasury Rate Interest Determination Date, of
three primary United States government securities dealers,
which may include the agent or its affiliates, selected by the
Calculation Agent, for the issue of Treasury Bills with a
remaining maturity closest to the particular Index Maturity,
or
(7) if the dealers selected by the Calculation Agent are not
quoting as mentioned in clause (6), the Treasury Rate in
effect on the particular Treasury Rate Interest Determination
Date.
"Bond Equivalent Yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:
D x N
Bond Equivalent Yield = ------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
interest period.
Any provisions contained herein with respect to the determination of
one or more Interest Rate Bases, the specification of one or more Interest Rate
Bases, calculation of the interest rate applicable to this Note, its payment
dates the stated maturity date, any redemption or repayment provisions, or any
other matter relating hereto may be modified by the terms as specified above
under "Other Provisions" or in an Addendum relating hereto if so specified
above.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The Company hereby covenants for the benefit of the Holder
hereof, to the extent permitted by applicable law, not to claim voluntarily the
benefits of any laws concerning usurious rates of interest against such Holder.
13
Unless otherwise above, ▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated will be the "Calculation Agent". At the request of the Holder
hereof, the Calculation Agent shall provide to the Holder hereof the interest
rate hereon then in effect and, if determined, the interest rate which shall
become effective as of the next Interest Reset Date with respect to this Note.
If an Event of Default (as defined in the Indenture) with respect to
the Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities at any time Outstanding, as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all the Securities
of each 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 of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.
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 interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein and on the face hereof, the transfer of this Note may be
registered 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 of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount, 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 other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture but not
in this Note shall have the meanings assigned to them in the Indenture.
14
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
Dated: ____________
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC.
By:
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
and
Treasurer
[FACSIMILE OF SEAL]
Attest:
By:
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated
therein referred to in the
within-mentioned Indenture.
JPMorgan CHASE BANK,
as Trustee
By:
----------------------------------------
Authorized Officer
15
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with interest to
the repayment date, to the undersigned, at _____________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed. This
Note must be received by the Trustee by 5:00 P.M., New York City time, on the
last day for giving such notice.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in an amount equal to $1,000 or an
integral multiple thereof, provided that any remaining principal amount shall be
an authorized denomination) which the Holder elects to have repaid and specify
the denomination or denominations (which shall be in an amount equal to an
authorized denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
$________________________________ __________________________________
NOTICE: The signature on this
Date_____________________________ Option to Elect Repayment must
correspond with the name as
written upon the face of this Note
in every particular, without
alteration or enlargement or any
change whatever.
16
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.) ____________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) ______________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________________________ attorney to transfer said
Note on the books of the Company with full power of substitution in the
premises.
Date:__________________________ _______________________________________
NOTICE: The signature of the registered
Holder to this assignment must
correspond with the name as written
upon the face of the within instrument
in every particular, without alteration
or enlargement or any change
whatsoever.
17
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO., INC.
Medium-Term Notes, Series B
Addendum for Modified Federal Funds Rate Indexed Notes
Determination of Modified Federal Funds Rate: If an Interest Rate Basis
for the attached Note is the Modified Federal Funds Rate, the Modified Federal
Funds Rate shall be determined on the particular Interest Determination Date
relating to a Modified Federal Funds Rate Note or any Floating Rate Note for
which the interest rate is determined with reference to the Modified Federal
Funds Rate (a "Modified Federal Funds Rate Interest Determination Date"), as the
rate on such date for federal funds as set forth on Telerate Page 5 as of 12:00
P.M., New York City time, under the heading "Dow ▇▇▇▇▇ Treasury & Money
Markets-Federal Funds-Open". If such rate does not appear on Telerate Page 5 on
the particular Modified Federal Funds Rate Interest Determination Date, Modified
Federal Funds Rate shall mean the rate on such Modified Federal Funds Rate
Interest Determination Date as set forth on Telerate Page 4833 as of 12:00 P.M.,
New York City time, under the heading "MW. ▇▇▇▇▇▇▇▇ Inc.-New York-Fed Funds
O/N-OPN". If such rate does not appear on any of Telerate Pages 5 or 4833 as
specified above on the particular Modified Federal Funds Rate Interest
Determination Date, the Modified Federal Funds Rate for the particular Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent, and
available prior to 9:00 A.M. New York City Time, on such Modified Federal Funds
Rate Interest Determination Date; provided, however, that if the brokers so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Modified Federal Funds Rate with respect to such Modified Federal Funds Rate
Interest Determination Date will be the Modified Federal Funds Rate in effect
for such Modified Federal Funds Rate on such Modified Federal Funds Rate
Interest Determination Date.
"Telerate Page" means, when used in connection with any designated
page, the display page so designated on Bridge Telerate, Inc. or any successor
service.
The "Interest Determination Date" with respect to the Modified Federal
Funds Rate shall be each Interest Reset Date. Notwithstanding any provisions to
the contrary in the attached Note, the interest rate effective on each day shall
be (a) if such day is an Interest Reset Date, the interest rate determined on
the Interest Determination Date occurring on such Interest Reset Date or (b) if
such day is not an Interest Reset Date, the interest rate determined as of the
Interest Determination Date occurring on the immediately preceding Interest
Reset Date.
18