THIS NOTE IS A REGISTERED SECURITY IN GLOBAL FORM WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), 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.
No: R-___
▇▇▇▇▇▇ CO.
MEDIUM-TERM NOTE, SERIES A
(Remarketed Note)
THIS NOTE SHALL NOT BE VALID FOR ANY PURPOSE UNLESS PRESENTED TOGETHER WITH
ANNEX A HERETO (INCLUDING ANY CONTINUATION THEREOF). REFERENCE IS MADE TO ANNEX
A FOR CERTAIN TERMS OF THIS NOTE.
▇▇▇▇▇▇ CO., a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"), for value received hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum specified in Annex A on the
Stated Maturity specified in Annex A, in respect of each obligation evidenced
hereby as specified in Annex A, and to pay interest on the unpaid principal
balance of each such obligation from the Original Issue Date specified in Annex
A to the first Interest Rate Adjustment Date (the "First Interest Rate
Adjustment Date") specified in Annex A (the "Initial Interest Rate Period") at
the Initial Interest Rate specified therein payable on the related Interest
Payment Date or Dates specified in Annex A, to the Person in whose name this
Note is registered at the close of business on the related Record Date. Unless
otherwise specified in Annex A, such Record Date during the Initial Interest
Period is the first Business Day (as hereinafter defined) prior to the
applicable Interest Payment Date. Following the Initial Interest Rate Period,
the interest for this Note will be established by a remarketing agent (the
"Remarketing Agent") selected by the Company. From and after the First Interest
Rate Adjustment Date, this Note will bear interest in the Short Term Rate Mode
or Long Term Rate Mode in each case as provided in this Note and set forth in
Annex A (which Annex A shall be maintained by The Chase Manhattan Bank, or its
successor in trust (the "Trustee")),
and interest will be payable on the Interest Payment Dates to the Person in
whose name this Note is registered at the close of business on the related
Record Date as provided below or as reflected in Annex A. In each case,
payments shall be made in accordance with the provisions hereof and Annex A,
including any additional terms specified therein, until the principal hereof is
paid or duly made available for payment. References herein to "this Note,"
"hereof," "herein" and comparable terms shall include Annex A and shall include,
where the context requires, any obligation evidenced hereby constituting a
portion of the principal amount of this Note.
So long as this Note bears interest in a Short Term Rate Period, interest
will be payable in arrears on the Business Day next following such Short Term
Rate Period and reflected in Annex A. So long as this Note bears interest in a
Long Term Rate Period, except as otherwise provided herein, interest will be
payable in arrears no less frequently than semiannually on such dates as will be
established by the Remarketing Agent and reflected in Annex A, prior to the
commencement of each Long Term Rate Period in the case of a fixed interest rate,
and as provided below under "Interest Rate - (c) Floating Interest Rates" in the
case of a floating interest rate, and on the Business Day next following such
Long Term Rate Period. Such interest will be payable to the Holder hereof as of
the related Record Date, which, so long as this Note bears interest (i) in the
Short Term Rate Mode, is the Business Day next preceding each Interest Payment
Date and (ii) in the Long Term Rate Mode, is the 15th day (whether or not a
Business Day) prior to the related Interest Payment Date, unless, in either
case, otherwise specified in Annex A. Interest on this Note while bearing
interest during a Short Term Rate Period or in a floating rate during a Long
Term Rate Period will be computed on the basis of actual days elapsed over 360
(or over the actual number of days in the year if an applicable Interest Rate
Basis is the CMT Rate or Treasury Rate (each as defined below)). Unless
otherwise specified in Annex A, interest on this Note while bearing interest at
a fixed rate during a Long Term Rate Period will be computed on the basis of a
year of 360 days consisting of twelve 30-day months. Interest on this Note
during the Initial Interest Rate Period will be computed on the basis specified
in Annex A.
Unless otherwise specified in Annex A, payment of the principal of, and
interest on, this Note will be made at the office or agency maintained for that
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; PROVIDED, HOWEVER, that payment
of interest may be made at the option of the Company by check mailed to the
Person in whose name this Note is registered at the close of business on the
related Record Date; PROVIDED FURTHER, that, notwithstanding anything else
contained herein, if this Note is a Registered Security in global form and is
held in book-entry form through the facilities of the Depositary, payments on
this Note will be made to the Depositary or its nominee in accordance with the
arrangements then in effect among the Trustee, the Remarketing Agent and the
Depositary and transfers of ownership interests will be effected on the records
of the Depositary and its participating organizations ("DTC Participants")
pursuant to rules and procedures established by the Depositary.
2
This Note is one of a duly authorized series of securities (the
"Securities") of the Company designated as Medium-Term Notes, Series A, due Nine
Months or More from Date of Issue (herein called the "Notes") issued and to be
issued under an Indenture, dated as of November 1, 1995 (the "Indenture"),
between the Company and the Trustee, to which Indenture reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the registered owners of
the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. All terms used in this Note which are not defined
herein and which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $100,000 and integral multiples of $1,000 in excess
thereof.
This Note is unsecured as to payment of principal, interest and premium, if
any, and ranks PARI PASSU with all other unsecured unsubordinated indebtedness
of the Company.
DEFINITIONS
The following terms, as used herein, have the following meanings unless the
context or use clearly indicates another or different meaning or intent:
"Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law, regulation or executive order to close in The City of New
York; PROVIDED, HOWEVER, that with respect to Notes in the Long Term Rate Mode
as to which LIBOR is an applicable Interest Rate Basis, such day is also a
London Business Day (as hereinafter defined). "London Business Day" means (i)
if the Index Currency (as hereinafter defined) is other than European Currency
Units ("ECU"), any day on which dealings in such Index Currency are transacted
in the London interbank market or (ii) if the Index Currency is ECU, any day
that does not appear as an ECU non-settlement day on the display designated as
"ISDE" on the ▇▇▇▇▇▇ Monitor Money Rates Service (or a day so designated by the
ECU Banking Association) or, if ECU non-settlement days do not appear on the
page (and are not so designated), is not a day on which payments in ECU cannot
be settled in the international interbank market.
"Floating Interest Rate Notice" has the meaning specified under "Interest
Rate (c) Floating Interest Rates" below.
"Index Currency" means the currency or composite currency specified in
Annex A as to which LIBOR (as hereinafter defined) shall be calculated. If no
such currency or composite currency is specified in Annex A, the Index Currency
shall be United States dollars.
"Index Maturity" means the period to maturity of the instrument or
obligation with respect to which the related Interest Rate Basis or Bases will
be calculated.
3
"Interest Determination Date" has the meaning specified under "Interest
Rate (c) Floating Interest Rates" below.
"Interest Rate Adjustment Date" means for a particular Interest Rate Mode,
each date, which shall be a Business Day, on which interest and, in the case of
a floating interest rate, the Spread (if any) and the Spread Multiplier (if
any), on this Note are determined and announced by the Remarketing Agent and the
date on which this Note commences to bear interest at such rate.
"Interest Rate Basis" has the meaning specified under "Interest Rate (c)
Floating Interest Rates" below.
"Interest Rate Mode" means the Short Term Rate Mode or the Long Term Rate
Mode.
"Interest Rate Period" means the period of time commencing on the Interest
Rate Adjustment Date to, but not including, the immediately succeeding Interest
Rate Adjustment Date during which this Note bears interest at a particular fixed
interest rate or floating interest rate.
"Interest Reset Date," "Initial Interest Reset Date" and "Interest Reset
Period" have the respective meanings specified under "Interest Rate (c) Floating
Interest Rates" below.
"Long Term Rate Mode" means the Interest Rate Mode in which the Interest
Rate Period is a Long Term Rate Period.
"Long Term Rate Period" means an Interest Rate Period of more than 365
consecutive calendar days and less than the remaining term of this Note
established by the Company as provided herein. A Long Term Rate Period shall
commence on the Interest Rate Adjustment Date therefor and end on the day
preceding the date specified by such Remarketing Agent as the first day of the
next Interest Rate Period for this Note, which day must be a Business Day and
will be the Interest Adjustment Date for such next Interest Rate Period. The
last day of each Long Term Rate Period must end on the day prior to the last
Interest Payment Date for such period.
"Maximum Interest Rate" and "Minimum Interest Rate" have the respective
meanings specified under "Interest Rate (c) Floating Interest Rates" below.
"Maximum Rate" means that rate of interest equal to fifteen percent (15%)
per annum or such higher rate as may be established from time to time by the
Board of Directors of the Company.
"Optional Redemption" means the redemption of this Note prior to its
maturity at the option of the Company as provided herein.
"Optional Repayment" means the repayment of this Note prior to its maturity
at the option of the Holder hereof as provided herein.
4
"Principal Financial Center" means the capital city of the country issuing
the Index Currency, except that with respect to United States dollars,
Australian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs
and ECUs, the Principal Financial Center shall be The City of New York, Sydney,
Frankfurt, Amsterdam, Milan, Zurich and Luxembourg, respectively.
"Remarketing Agent" means such remarketing agent or agents appointed by the
Company, from time to time, for this Note.
"Short Term Rate Mode" means the Interest Rate Mode in which the Interest
Rate Period is a Short Term Rate Period.
"Short Term Rate Period" means, with respect to this Note, an Interest Rate
Period of not less than one nor more than 365 consecutive calendar days
established by the Company as provided herein. A Short Term Rate Period shall
commence on the Interest Rate Adjustment Date therefor and end on the day
preceding the date specified by such Remarketing Agent as the first day of the
next Interest Rate Period for this Note, which day must be a Business Day and
will be the Interest Adjustment Date for such next Interest Rate Period.
"Special Mandatory Purchase" has the meaning specified under "Redemption,
Acceleration and Repayment" below.
"Spread" means, with respect to any Long Term Rate Period of this Note, the
number of basis points to be added to or subtracted from the related Interest
Rate Basis or Bases applicable to a Long Term Rate Period for this Note.
"Spread Multiplier" means the percentage of the related Interest Rate Basis
or Bases applicable to a Long Term Rate Period by which such Interest Rate Basis
or Bases will be multiplied to determine the applicable interest rate from time
to time for such Long Term Rate Period.
"Weekly Rate Period" means a period of seven days commencing on any
Interest Rate Adjustment Date and ending on the day preceding the first day of
the next Interest Rate Period and is a Short Term Rate Period.
INTEREST RATE
(a) INITIAL INTEREST RATE. From the Original Issue Date set forth in
Annex A to, but not including, the First Interest Rate Adjustment Date set forth
in Annex A, this Note will earn interest at the Initial Interest Rate specified
therein. The Initial Interest Rate may be a fixed interest rate or a floating
interest rate. In the event that this Note shall bear a floating interest rate,
such rate will be determined in the manner provided below for this Note to bear
interest at a floating rate in a Long Term Rate Period. Thereafter, this Note
will bear interest at the Company's option in either the Short Term Rate Mode or
the Long Term Rate Mode.
5
(b) INTEREST RATES. The interest rate for any Short Term Rate Period for
this Note will be a fixed rate determined not later than 12:00 P.M., New York
City time, on the Interest Rate Adjustment Date for such Short Term Rate Period.
The interest rate for any Long Term Rate Period for this Note will be a fixed
rate or a floating rate determined not later than 4:00 P.M., New York City time,
on the third Business Day preceding the Interest Rate Adjustment Date for such
Long Term Rate Period.
The interest rate for this Note and, in the case of a floating interest
rate, the Spread (if any) and the Spread Multiplier (if any) for this Note
following the initial Interest Rate Period will be adjusted by the Remarketing
Agent on each succeeding Interest Rate Adjustment Date for the next succeeding
Interest Rate Period and will be the minimum interest rate and, in the case of a
floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary
in the judgment of the Remarketing Agent to produce a par bid in the remarketing
of this Note for such Interest Rate Period.
(c) FLOATING INTEREST RATES. While this Note bears interest in the Long
Term Rate Mode, the Company may elect a floating interest rate by providing
notice, which will be in or promptly confirmed in writing (which includes
facsimile or appropriate electronic media), received by the Trustee and the
Remarketing Agent for this Note (the "Floating Interest Rate Notice") not less
than eleven (11) Business Days prior to the Interest Rate Adjustment Date for
such Long Term Rate Period. The Floating Interest Rate Notice must identify by
CUSIP number or otherwise the portion of this Note to which it relates and state
the Long Term Rate Period therefor to which it relates. Each Floating Interest
Rate Notice must also state whether the floating interest rate is a "Regular
Floating Rate," a "Floating Rate/Fixed Rate" or an "Inverse Floating Rate," the
Fixed Rate Commencement Date, if applicable, the Interest Rate Basis or Bases,
the Initial Interest Reset Date, the Interest Reset Period and Dates, the
Interest Payment Period and Dates, the Index Maturity and the Maximum Interest
Rate and/or Minimum Interest Rate, if any. If one or more of the applicable
Interest Rate Bases are LIBOR or the CMT Rate, the Floating Interest Rate Notice
shall also specify the Index Currency and Designated LIBOR Page or the
Designated CMT Maturity Index and Designated CMT Telerate Page, respectively.
If this Note bears interest at a floating rate in a Long Term Rate Period,
the interest borne by this Note will be determined as follows:
(i) Unless this Note is specified in Annex A as a "Floating
Rate/Fixed Rate Note" or an "Inverse Floating Rate Note," this Note shall
be designated as a "Regular Floating Rate Note" and, except as set forth
below or in Annex A, shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus or minus
the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any,
in each case as specified in Annex A. Commencing on the Interest Rate
Adjustment Date for such Long Term Rate Period, the rate at which interest
on this Note shall be payable shall be reset as of each Interest Reset Date
during such Long Term Rate Period specified in Annex A.
6
(ii) If this Note is specified in Annex A as a "Floating Rate/Fixed
Rate Note," then, except as set forth below or in Annex A, this Note shall
bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or
(b) multiplied by the Spread Multiplier, if any, in each case as specified
in Annex A. Commencing on the Interest Rate Adjustment Date for such Long
Term Rate Period, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date during such Long Term Rate
Period; PROVIDED, HOWEVER, that the interest rate in effect for the period
commencing on the Fixed Rate Commencement Date specified in Annex A to the
last day of such Long Term Rate Period shall be the Fixed Interest Rate
specified in Annex A or, if no such Fixed Interest Rate is specified, the
interest rate in effect hereon on the day immediately preceding the Fixed
Rate Commencement Date.
(iii) If this Note is specified in Annex A as an "Inverse Floating
Rate Note," then, except as set forth below or in Annex A, this Note shall
bear interest at the Fixed Interest Rate minus the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus or minus
the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any;
PROVIDED, HOWEVER, that, unless otherwise specified in Annex A, the
interest rate hereon shall not be less than zero. Commencing on the
Interest Rate Adjustment Date for such Long Term Rate Period, the rate at
which interest on this Note shall be payable shall be reset as of each
Interest Reset Date during such Long Term Rate Period.
The applicable floating interest rate on this Note during any Long Term
Rate Period will be determined by reference to the applicable Interest Rate
Basis or Interest Rate Bases, which may include (i) the CD Rate, (ii) the CMT
Rate, (iii) the Commercial Paper Rate, (iv) the Eleventh District Cost of Funds
Rate, (v) the Federal Funds Rate, (vi) LIBOR, (vii) the Prime Rate, (viii) the
Treasury Rate, or (ix) such other Interest Rate Basis or interest rate formula
as may be specified in Annex A; PROVIDED, HOWEVER, in the case of a Floating
Rate/Fixed Rate, the interest rate in effect for the period commencing on the
Fixed Rate Commencement Date to the last day of such Long Term Rate Period will
be the Fixed Interest Rate, if such rate is specified in Annex A or, if no such
Fixed Interest Rate is specified, the interest rate in effect thereon on the day
immediately preceding the Fixed Rate Commencement Date.
Unless otherwise specified in Annex A, the interest rate with respect to
each Interest Rate Basis will be determined in accordance with the applicable
provisions below. Except as set forth above or in Annex A, the interest rate in
effect on each day shall be (i) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date (as hereinafter
defined) immediately preceding such Interest Reset Date or (ii) if such day is
not an Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the most recent Interest Reset Date.
If any Interest Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date will be postponed to the next succeeding Business Day,
unless LIBOR is an applicable Interest Rate Basis and such Business Day falls in
the next
7
succeeding calendar month, in which case such Interest Reset Date will be the
immediately preceding Business Day. In addition, if the Treasury Rate is an
applicable Interest Rate Basis and the Interest Determination Date would
otherwise fall on an Interest Reset Date, then such Interest Reset Date will be
postponed to the next succeeding Business Day.
Annex A will specify whether the rate of interest will be reset daily,
weekly, monthly, quarterly, semiannually or annually or on such other specified
basis (each, an "Interest Reset Period") and the dates on which such rate of
interest will be reset (each, an "Interest Reset Date"). Unless otherwise
specified in Annex A, the Interest Reset Dates will be, in the case of a
floating interest rate which resets: (i) daily, each Business Day; (ii) weekly,
the Wednesday of each week (unless the Treasury Rate is an applicable Interest
Rate Basis, in which case the Tuesday of each week except as described below);
(iii) monthly, the third Wednesday of each month (unless the Eleventh District
Cost of Funds Rate is an applicable Interest Rate Basis, in which case the first
calendar day of the month); (iv) quarterly, the third Wednesday of March, June,
September and December of each year, (v) semiannually, the third Wednesday of
the two months specified in Annex A; and (vi) annually, the third Wednesday of
the month specified in Annex A; PROVIDED, HOWEVER, that, with respect to a
Floating Rate/Fixed Rate, the rate of interest thereon will not reset after the
applicable Fixed Rate Commencement Date.
The "Interest Determination Date" with respect to the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate will
be the second Business Day immediately preceding the applicable 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 the applicable 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 LIBOR shall be the
second London Business Day immediately preceding the applicable Interest Reset
Date, unless the Index Currency is British pounds sterling, in which case the
"Interest Determination Date" will be the applicable Interest Reset Date. The
"Interest Determination Date" with respect to the Treasury Rate shall be the day
in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday);
PROVIDED, HOWEVER, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date, the "Interest Determination Date"
shall be such preceding Friday. If the interest rate of this Note is a floating
interest rate determined with reference to two or more Interest Rate Bases
specified in Annex A, the "Interest Determination Date" pertaining to this Note
shall be the most recent Business Day which is at least two Business Days prior
to the applicable Interest Reset Date on which each Interest Rate Basis is
determinable. Each Interest Rate Basis shall be determined as of such date, and
the applicable interest rate shall take effect on the related Interest Reset
Date.
8
Either or both of the following may also apply to the floating interest
rate on this Note for a Long Term Rate Period: (i) a Maximum Interest Rate, or
ceiling, that may accrue during any Interest Reset Period and (ii) a Minimum
Interest Rate, or floor, that may accrue during any Interest Reset Period. In
addition to any Maximum Interest Rate that may apply, the interest rate on this
Note will in no event be higher than the maximum rate permitted by New York law,
as the same may be modified by United States laws of general application.
Except as provided below or in Annex A, interest will be payable, in the
case of floating interest rates which reset: (i) daily, weekly or monthly, on
the third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year, as specified in Annex A; (ii) quarterly, on
the third Wednesday of March, June, September and December of each year; (iii)
semiannually, on the third Wednesday of the two months of each year specified in
Annex A; and (iv) annually, on the third Wednesday of the month of each year
specified in Annex A and, in each case, on the Business Day immediately
following the applicable Long Term Rate Period. If any Interest Payment Date
for the payment of interest at a floating rate (other than following the end of
the applicable Long Term Rate Period) would otherwise be a day that is not a
Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, except that if LIBOR is an applicable Interest Rate
Basis and such Business Day falls in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding Business Day.
All percentages resulting from any calculation of floating interest rates
will be rounded to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (E.G., 9.876545%
(or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used
in or resulting from such calculation will be rounded, in the case of United
States dollars, to the nearest cent or, in the case of a foreign currency or
composite currency, to the nearest unit (with one-half cent or unit being
rounded upwards).
Accrued floating rate interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor will be computed by adding the interest factor calculated for each day in
the applicable Interest Reset Period. Unless otherwise specified in Annex A,
the interest factor for each such day will be computed by dividing the interest
rate applicable to such day by 360, if an applicable 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, or by the actual number of days
in the year if an applicable Interest Rate Basis is the CMT Rate or the Treasury
Rate. Unless otherwise specified in Annex A, if the floating interest rate is
calculated with reference to two or more Interest Rate Bases, the interest
factor will be calculated in each period in the same manner as if only one of
the applicable Interest Rate Bases applied as specified in Annex A.
Unless otherwise specified in Annex A, The Chase Manhattan Bank will be the
"Calculation Agent." Upon request of any beneficial owner of this Note, the
Calculation Agent shall disclose, in the case of a floating interest rate, the
interest rate then in effect and, if
9
determined, the interest rate that will become effective as a result of a
determination made for the next succeeding Interest Reset Date with respect to
this Note.
Unless otherwise specified in Annex A, 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 such
day is not a Business Day, the next succeeding Business Day or (ii) the Business
Day immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be.
CD RATE. If an Interest Rate Basis for this Note is specified in Annex A
as the CD Rate, the CD Rate shall be determined as of the applicable Interest
Determination Date (a "CD Rate Interest Determination Date") as the rate on such
date for negotiable United States dollar certificates of deposit having the
Index Maturity specified in Annex A as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication ("H.15(519)") under the heading "CDs
(Secondary Market)," or, if not published by 3:00 P.M., New York City time, on
the related Calculation Date (as defined above), the rate on such CD Rate
Interest Determination Date for negotiable United States dollar certificates of
deposit of the Index Maturity specified in Annex A as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for United States Government Securities" or any successor publication
("Composite Quotations") under the heading "Certificates of Deposit." If such
rate is not yet published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by the Calculation
Agent specified in Annex A and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers in negotiable
United States dollar certificates of deposit in The City of New York (which may
include the Remarketing Agent or its affiliates) selected by the Calculation
Agent, after consultation with the Company, for negotiable United States dollars
certificates of deposit of major United States money market banks for negotiable
certificates of deposit with a remaining maturity closest to the Index Maturity
specified in Annex A in an amount that is representative for a single
transaction in that market at that time; PROVIDED, HOWEVER, that if the dealers
so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate determined as of such CD Rate Interest Determination Date
will be the CD Rate in effect on such CD Rate Interest Determination Date.
CMT RATE. If an Interest Rate Basis for this Note is specified in Annex A
as the CMT Rate, the CMT Rate shall be determined as of the applicable Interest
Determination Date (a "CMT Rate Interest Determination Date") as the rate
displayed on the Designated CMT Telerate Page (as defined below) under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on such CMT Rate Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the weekly or monthly average, as
specified in Annex A for the week or the month, as
10
applicable, ended immediately preceding the week in which the related CMT Rate
Interest Determination Date occurs. If such rate is no longer displayed on the
relevant page or is not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in H.15(519). If such rate is no
longer published or is not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate on such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in
H.15(519). If such information is not provided by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time, on
such CMT Rate Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each, a "Reference Dealer") in The City of New York (which may include the
Remarketing Agent or its affiliates) selected by the Calculation Agent after
consultation with the Company (from five such Reference Dealers selected by the
Calculation Agent, after consultation with the Company, and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for the
most recently issued direct noncallable fixed rate obligations of the United
States ("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less than
such Designated CMT Maturity Index minus one year. If the Calculation Agent is
unable to obtain three such Treasury Note quotations, the CMT Rate on such CMT
Rate Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the Calculation Agent, after
consultation with the Company, and eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for Treasury Notes with an original
maturity of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least U.S.$100 million. If three or four
(and not five) of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer prices obtained
and neither the highest nor the lowest of such quotes will be eliminated;
PROVIDED, HOWEVER, that if fewer than three Reference Dealers so selected by the
Calculation Agent, after consultation with the Company, are quoting as mentioned
herein, the CMT Rate determined as of such CMT Rate Interest Determination Date
will be the CMT Rate in effect on such CMT Rate Interest Determination Date. If
two Treasury Notes with an original maturity as described in the second
11
preceding sentence have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent, after consultation with
the Company, will obtain from five References Dealers quotations for the
Treasury Note with the shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow ▇▇▇▇▇ Telerate
Service on the page specified in Annex A (or any other page as may replace such
page on that service for the purpose of displaying Treasury Constant Maturities
as reported in H.15(519)) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified in Annex A,
the Designated CMT Telerate Page shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the United States Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in Annex A with respect to which the CMT Rate will be calculated. If
no such maturity is specified in Annex A, the Designated CMT Maturity Index
shall be 2 years.
COMMERCIAL PAPER RATE. If an Interest Rate Basis for this Note is
specified in Annex A as the Commercial Paper Rate, the Commercial Paper Rate
shall be determined as of the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date") as the Money Market Yield
(as defined below) on such date of the rate for commercial paper having the
Index Maturity specified in Annex A as published in H.15(519) under the heading
"Commercial Paper" or, if no longer available, such other heading representing
commercial paper issued by non-financial entities whose bond rating is "AA," or
the equivalent, from a nationally recognized statistical rating organization.
In the event that such rate is not published by 3:00 P.M., New York City time,
on such Calculation Date, then the Commercial Paper Rate on such Commercial
Paper Rate Interest Determination Date will be the Money Market Yield of the
rate for commercial paper having the Index Maturity specified in Annex A as
published in Composite Quotations under the heading "Commercial Paper" (with an
Index Maturity of one month or three months being deemed to be equivalent to an
Index Maturity of 30 days or 90 days, respectively). If such rate is not yet
published in either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on such Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date will be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered rates at approximately 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading dealers of
commercial paper in The City of New York (which may include the Remarketing
Agent or its affiliates) selected by the Calculation Agent, after consultation
with the Company, for commercial paper having the Index Maturity specified in
Annex A placed for an industrial issuer whose bond rating is "AA," or the
equivalent from a nationally recognized statistical rating organization;
PROVIDED, HOWEVER, that if the dealers so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the Commercial Paper Rate determined
as of such Commercial Paper Rate Interest Determination Date will be the
Commercial Paper Rate in effect on such Commercial Paper Rate Interest
Determination Date.
12
"Money Market Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:
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 Interest Period for which interest is being calculated.
ELEVENTH DISTRICT COST OF FUNDS RATE. If an Interest Rate Basis for this
Note is specified in Annex A as the Eleventh District Cost of Funds Rate, the
Eleventh District Cost of Funds Rate shall be determined as of the applicable
Interest Determination Date (an "Eleventh District Cost of Funds Rate Interest
Determination Date") as the rate equal to the monthly weighted average cost of
funds for the calendar month immediately preceding the month in which such
Eleventh District Cost of Funds Rate Interest Determination Date falls, as set
forth under the caption "11th District" on Telerate Page 7058 as of 11:00 A.M.,
San Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on such
Eleventh District Cost of Funds Rate Interest Determination Date, then the
Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate Interest Determination Date shall be 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 FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the Index on or prior to such Eleventh
District Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate determined as of
such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.
FEDERAL FUNDS RATE. If an Interest Rate Basis for this Note is specified
in Annex A as the Federal Funds Rate, the Federal Funds Rate shall be determined
as of the applicable Interest Determination Date (a "Federal Funds Rate Interest
Determination Date") as the rate on such date for United States dollar federal
funds as published in H.15(519) under the heading "Federal Funds (Effective)"
or, if not published by 3:00 P.M., New York City time, on the Calculation Date,
the rate on such Federal Funds Rate Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective Rate." If such
rate is not published in either H.15(519) or Composite Quotations by 3:00 P.M.,
New York City time, on the related Calculation Date, then the Federal Funds Rate
on such Federal Funds Rate Interest Determination Date shall 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 (which may
include the
13
Remarketing Agent or its affiliates) selected by the Calculation Agent after
consultation with the Company, prior to 9:00 A.M., New York City time, on such
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 Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date will be the Federal Funds Rate in effect on such
Federal Funds Rate Interest Determination Date.
LIBOR. If an Interest Rate Basis for this Note is specified in Annex A as
LIBOR, LIBOR shall be determined by the Calculation Agent as of the applicable
Interest Determination Date (a "LIBOR Interest Determination Date") in
accordance with the following provisions:
(i) if (a) "LIBOR Reuters" is specified in Annex A, the arithmetic mean
of the offered rates (unless the Designated LIBOR Page (as defined below) by its
terms provides only for a single rate, in which case such single rate will be
used) for deposits in the Index Currency having the Index Maturity specified in
Annex A, commencing on the applicable Interest Reset Date, that appear (or, if
only a single rate is required as aforesaid, appears) on the Designated LIBOR
Page (as defined below) as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or (b) "LIBOR Telerate" is specified in Annex A, or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in Annex A as the
method for calculating LIBOR, the rate for deposits in the Index Currency having
the Index Maturity specified in Annex A, commencing on such Interest Reset Date,
that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If fewer than two such offered rates appear,
or if no such rate appears, as applicable, LIBOR on such LIBOR Interest
Determination Date shall be determined in accordance with the provisions
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
Designated LIBOR Page as specified in clause (i) above, the Calculation Agent
shall request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent, after
consultation with the Company, to provide the Calculation Agent with its offered
quotation for deposits in the Index Currency for the period of the Index
Maturity specified in Annex A, commencing on the applicable Interest Reset Date,
to prime banks in the London interbank market at approximately 11:00 A.M.,
London time, on such LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such Index Currency in such
market at such time. If at least two such quotations are so provided, then
LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two such quotations are so provided, then LIBOR
on such LIBOR Interest Determination Date will be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., in the applicable Principal Financial
Center, on such LIBOR Interest Determination Date by three major banks in such
Principal Financial Center selected by the Calculation Agent, after consultation
with the Company, for loans in the Index Currency to leading European banks,
having the Index Maturity specified in Annex A and in a principal amount that is
representative for a single transaction in such Index Currency in such market at
such time; PROVIDED, HOWEVER,
14
that if the banks so selected by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date shall be LIBOR in effect on such LIBOR Interest Determination
Date.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified in Annex
A, the display on the Reuter Monitor Money Rates Service (or any successor
service) for the purpose of displaying the London interbank rates of major banks
for the Index Currency, or (b) if "LIBOR Telerate" is specified in Annex A or
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in Annex A as the
method for calculating LIBOR, the display on the Dow ▇▇▇▇▇ Telerate Service (or
any successor service) for the purpose of displaying the London interbank rates
of major banks for the Index Currency.
PRIME RATE. If an Interest Rate Basis for this Note is specified in Annex
A as the Prime Rate, the Prime Rate shall be determined as of the applicable
Interest Determination Date (a "Prime Rate Interest Determination Date") as the
rate on such date as such rate is published in H.15(519) under the heading "Bank
Prime Loan." If such rate is not published prior to 3:00 P.M., New York City
time, on the related Calculation Date, then the Prime Rate shall be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen U.S. PRIME 1 Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
U.S. PRIME 1 Page for such Prime Rate Interest Determination Date, the Prime
Rate shall be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date by four major money
center banks (which may include The Chase Manhattan Bank) in The City of New
York selected by the Calculation Agent, after consultation with the Company. If
fewer than four such quotations are so provided, the Prime Rate shall be the
arithmetic mean of four prime rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date as furnished in The City of New York by
the major money center banks, if any, that have provided such quotations and by
as many substitute banks or trust companies (which may include The Chase
Manhattan Bank) as necessary in order to obtain four such prime rate quotations,
PROVIDED such substitute banks or trust companies are organized and doing
business under the laws of the United States, or any State thereof, have total
equity capital of at least U.S.$500 million and are each subject to supervision
or examination by Federal or State authority, selected by the Calculation Agent,
after consultation with the Company, to provide such rate or rates; PROVIDED,
HOWEVER, that if the banks or trust companies so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime Rate determined
as of such Prime Rate Interest Determination Date will be the Prime Rate in
effect on such Prime Rate Interest Determination Date.
"Reuters Screen U.S. PRIME 1 Page" means the display designated as page
"U.S. PRIME 1" on the Reuter Monitor Money Rates Service (or such other page as
may replace the U.S.
15
PRIME 1 page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
TREASURY RATE. If an Interest Rate Basis for this Note is specified in
Annex A as the Treasury Rate, the Treasury Rate shall be determined as of the
applicable Interest Determination Date (a "Treasury Rate Interest Determination
Date") as the rate from the auction held on such Treasury Rate Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified in Annex A, as such rate
is published in H.15(519) under the heading "Treasury bills-auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of Treasury. In the event that the results of the Auction of
Treasury Bills having the Index Maturity specified in Annex A are not reported
as provided above by 3:00 P.M., New York City time, on such Calculation Date, or
if no such Auction is held, then the Treasury Rate shall be calculated by the
Calculation Agent, and shall be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) of the arithmetic mean of the secondary market bid rates, as
of approximately 3:30 P.M., New York City time, on such Treasury Rate Interest
Determination Date, of three leading primary United States government securities
dealers (which may include the Remarketing Agent or its affiliates) selected by
the Calculation Agent, after consultation with the Company, for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity specified
in Annex A; PROVIDED, HOWEVER, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate determined as of such Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.
(d) INTEREST RATE PERIODS. The Interest Rate Period for this Note in
the Short Term Rate Mode will be determined by the Company as described below
under "Conversion" or, if not so determined, shall be the Weekly Rate Period.
The Interest Rate Period for this Note in the Long Term Rate Mode will be
established by the Company upon not less than eleven (11) Business Days prior
notice to the Remarketing Agent for this Note and the Trustee.
(e) FAILURE OF REMARKETING AGENT TO ANNOUNCE INTEREST RATES ON THE
NOTES. In the event that (i) the Remarketing Agent has been removed or has
resigned and no successor has been appointed, or (ii) the Remarketing Agent has
failed to announce the appropriate interest rate, Spread, if any, or Spread
Multiplier, if any, as the case may be, on an Interest Rate Adjustment Date for
whatever reason, or (iii) the appropriate interest rate, Spread, Spread
Multiplier or Interest Rate Period cannot be determined for whatever reason,
then (x) this Note shall be automatically converted to the Weekly Rate Period
and the rate of interest hereon shall be equal to the rate per annum announced
by The First National Bank of Chicago, or such other nationally recognized bank
located in the United States as the Company may select and notify the Trustee
16
in writing, as its prime lending rate and (y) this Note shall be subject to
Special Mandatory Purchase.
(f) MAXIMUM INTEREST RATE ON THE NOTES. The interest rate on the Notes
shall not exceed the Maximum Rate.
(g) NOTICE OF INTEREST RATE, BINDING EFFECT. On each Interest Rate
Adjustment Date of this Note, the Remarketing Agent will give the Company and
the Trustee notice in writing (which includes facsimile or appropriate
electronic media) of the interest rate to be borne by this Note for the
following Interest Rate Period. Promptly thereafter, the Trustee will transmit
such information to the Depositary in accordance with the Depositary's
procedures as in effect from time to time and note such rate in Annex A. After
such Interest Rate Adjustment Date, any beneficial owner of this Note may
contact the Trustee or the Remarketing Agent in order to be advised of the
following information relating to the terms established for such Remarketed
Notes on such Interest Rate Adjustment Date: the applicable interest rate, and
in the case of a floating interest rate, Interest Rate Basis or Bases, Spread
(if any) and Spread Multiplier (if any), and in each case the other terms
applicable to this Note. Except as set forth above in this clause (g) and in
clause (c), no notice of the applicable interest rate or other terms will be
given to the beneficial owner of this Note.
The interest rate and other terms of this Note announced by the Remarketing
Agent, absent manifest error, are binding and conclusive upon the beneficial
owner of this Note, the Company and the Trustee.
CONVERSION
CONVERSION BETWEEN SHORT TERM RATE PERIODS. This Note, if in a Short Term
Rate Period, may be remarketed into the same Interest Rate Period or converted
at the option of the Company to a different Short Term Rate Period on any
Interest Rate Adjustment Date upon receipt by the Remarketing Agent and the
Trustee of a notice, which will be in or promptly confirmed in writing (which
includes facsimile or appropriate electronic media), from the Company (a
"Conversion Notice"), prior to 9:30 A.M., New York City time, or the remarketing
of this Note, whichever later occurs, on such Interest Rate Adjustment Date.
CONVERSION FROM THE SHORT TERM RATE MODE TO THE LONG TERM RATE MODE. This
Note, if in the Short Term Rate Mode, may be converted at the option of the
Company to the Long Term Rate Mode on any Interest Rate Adjustment Date upon
receipt not less than eleven (11) Business Days prior to such Interest Rate
Adjustment Date by the Remarketing Agent and the Trustee of a Conversion Notice
from the Company.
CONVERSION BETWEEN LONG TERM RATE PERIODS OR FROM THE LONG TERM RATE MODE
TO THE SHORT TERM RATE MODE. This Note, if in a Long Term Rate Period, may be
remarketed in the same Interest Rate Period or converted at the option of the
Company to a different Long Term
17
Rate Period or from the Long Term Rate Mode to the Short Term Rate Mode on any
Interest Rate Adjustment Date for this Note upon receipt by the Remarketing
Agent and the Trustee for this Note of a Conversion Notice from the Company not
less than eleven (11) Business Days prior to such Interest Rate Adjustment Date.
CONVERSION NOTICE. Each Conversion Notice must identify the Note to which
it relates and the new Interest Rate Mode (if applicable), the new Interest Rate
Period (which, if not so stated, shall be the Weekly Rate Period, the date of
the applicable conversion (the "Conversion Date") and, with respect to any Long
Term Rate Period, any Optional Redemption or Optional Repayment terms for the
Note. If the Company revokes a Conversion Notice or the Remarketing Agent and
the Trustee fail to receive a Conversion Notice from the Company by the
specified date in advance of the Interest Rate Adjustment Date for this Note,
this Note shall be converted automatically to the Weekly Rate Period. See
"Tender" below.
REVOCATION OR CHANGE OF CONVERSION NOTICE OR FLOATING INTEREST RATE NOTICE.
The Company may, upon written notice (which includes facsimile or appropriate
electronic media) received by the Remarketing Agent and the Trustee, revoke any
Conversion Notice or Floating Interest Rate Notice or change any Interest Rate
Mode or Interest Rate Period or any optional redemption terms specified in such
Conversion Notice or change any Floating Interest Rate Notice not later than (i)
9:30 A.M., New York City time, on the Conversion Date with respect to any
attempted conversion of this Note to a Short Term Rate Period, or (ii) 4:00
P.M., New York City time, on the third Business Day preceding the Conversion
Date with respect to any attempted conversion of this Note to, or establishment
of a floating interest rate for, a Long Term Rate Period.
TENDER
Unless otherwise specified in Annex A, if this Note is bearing interest at
the Initial Interest Rate or in the Short Term Rate Mode or the Long Term Rate
Mode, it will automatically be tendered for purchase, or deemed tendered for
purchase by the beneficial owner hereof, on each Interest Rate Adjustment Date
relating hereto and, if successfully remarketed, repurchased or redeemed on such
date, the tendering Holder of this Note will not be entitled to further accrued
interest with respect hereto after such date. This Note will be purchased on
such Interest Rate Adjustment Date as described below.
REMARKETING AND SETTLEMENT
The Remarketing Agent for this Note will use its reasonable efforts to
remarket this Note on behalf of the beneficial owner hereof at a price equal
to 100% of the principal amount hereof. The Remarketing Agent may purchase
this Note for its own account in a remarketing, but will not be obligated to
do so. The Company may offer to purchase this Note in a remarketing,
PROVIDED that the interest rate established with respect to this Note in such
remarketing is not different from the interest rate that would have been
established if the Company had not purchased this Note. This
18
Note shall not be included in a remarketing if the Company shall have given a
notice of redemption or repayment to the Remarketing Agent and the Trustee.
In connection with the remarketing of this Note into a Short Term Rate
Period on the next Interest Rate Adjustment Date for this Note, by 12:00 P.M.,
New York City time, on such Interest Rate Adjustment Date for this Note, the
Remarketing Agent will determine the interest rate hereon to the nearest one
thousandth (0.001) of one percent per annum for the next Interest Rate Period.
In connection with the remarketing of this Note into a Long Term Rate
Period on the next Interest Rate Adjustment Date for this Note, by 4:00 P.M.,
New York City time, on the third Business Day preceding such Interest Rate
Adjustment Date, the Remarketing Agent will determine the interest rate for this
Note to the nearest one thousandth (0.001) of one percent per annum for the next
Interest Rate Period, in the case of a fixed interest rate, and the Spread, if
any, or the Spread Multiplier, if any, in the case of a floating interest rate;
PROVIDED that, if for any reason the Remarketing Agent is unable to determine
such interest rate by such time, the next Interest Rate Period for this Note
shall be a Weekly Rate Period or such other Short Term Rate Period as the
Company may determine by 9:30 A.M., New York City time, on such Interest Rate
Adjustment Date.
In determining the applicable interest rate for this Note and other terms,
the Remarketing Agent will, after taking into account market conditions as
reflected in the prevailing yields on fixed and variable rate taxable debt
securities, (i) consider the principal amount of all Notes tendered or to be
tendered on such date and the principal amount of such Notes prospective
purchasers are or may be willing to purchase and (ii) contact, by telephone or
otherwise, prospective purchasers and ascertain the interest rates therefore at
which they would be willing to hold or purchase such Notes.
By 12:30 P.M., New York City time, on each Interest Rate Adjustment Date,
the Remarketing Agent will notify the Company and the Trustee in writing (which
includes facsimile or appropriate electronic media) of (i) the interest rate or,
in the case of a floating interest rate, the initial interest rate, the Spread
and Spread Multiplier and the Initial Interest Reset Date, and in each case the
Interest Rate Adjustment Date applicable to this Note for the next Interest Rate
Period, (ii) the Interest Payment Dates (in the case of remarketing into the
Long Term Rate Mode), (iii) the aggregate principal amount of all Notes tendered
for remarketing on such date, (iv) the aggregate principal amount of such
tendered Notes which the Remarketing Agent was able to remarket, at a price
equal to 100% of the principal amount thereof plus accrued and unpaid interest,
if any, and (v) such other information as the Trustee may require for settlement
purposes. Promptly thereafter, the Trustee will assign one or more CUSIP
numbers to this Note and transmit to the Depositary such information as the
Depositary may require in accordance with the Depositary's procedures as in
effect from time to time.
19
By telephone at approximately 1:00 P.M., New York City time, on such
Interest Rate Adjustment Date, the Remarketing Agent will advise the purchaser
of this Note (or the DTC Participant of each such purchaser who it is expected
in turn will advise such purchaser) of the principal amount that such purchaser
is to purchase.
The purchaser of this Note in a remarketing will be required to give
instructions to its DTC Participant to pay the purchase price therefor in same
day funds to the account of the Remarketing Agent by 3:00 P.M., New York City
time, on the Interest Rate Adjustment Date pending delivery of the principal
amount of this Note by book-entry through the Depositary by the close of
business on the Interest Rate Adjustment Date. The Remarketing Agent will make
or use its reasonable efforts to cause to be made payment of such amount to the
Trustee.
When tendered, or deemed tendered, this Note will be automatically
delivered to the account of the Trustee, by book-entry through the Depositary
pending payment of the purchase price or redemption price for this Note, on the
Interest Rate Adjustment Date relating hereto.
Subject to receipt of funds from the purchaser or the Company, as the case
may be, the Trustee will make payment to the Depositary, which will make payment
to the DTC Participant of the tendering beneficial owner hereof subject to a
remarketing, by book-entry through the Depositary by the close of business on
the related Interest Rate Adjustment Date against delivery through the
Depositary of the beneficial owner's tendered Note, of: (i) the purchase price
for this Note, and (ii) if this Note was purchased pursuant to a Special
Mandatory Purchase, the purchase price for this Note plus accrued interest, if
any, to such date.
The transactions described above for a remarketing of this Note will be
executed on each Interest Rate Adjustment Date for this Note through the
Depositary in accordance with the procedures of the Depositary, and the accounts
of the respective DTC Participants will be debited and credited and this Note
will be delivered by book-entry as necessary to effect the purchases and sales
hereof, in each case as determined in the related remarketing.
Except as set forth below, the purchase price for this Note to the
tendering beneficial owner shall be paid solely out of the proceeds received
from a purchaser of this Note in such remarketing, and neither the Remarketing
Agent the Trustee nor the Company will be obligated to provide funds to make
payment upon any beneficial owner's tender of this Note in a remarketing.
The settlement and remarketing procedures described above, including the
notice provisions and provisions for payment by purchasers of this Note or for
payment to the selling beneficial owners of this Note, may be modified to the
extent required by the Depositary. In addition, the Remarketing Agent may modify
the settlement and remarketing procedures set forth above in order to facilitate
the settlement and remarketing process.
20
As long as the Depositary's nominee holds the certificates representing
this Note in the book-entry system of the Depositary, no certificates for this
Note will be delivered by any selling beneficial owner to reflect any transfer
of this Note effected in any remarketing.
FAILED REMARKETING. By 12:15 P.M., New York City time, on any Interest
Rate Adjustment Date for this Note, the Remarketing Agent will notify the
Trustee and the Company by telephone, confirmed in writing (which includes
facsimile or appropriate electronic media), if it was unable to remarket this
Note at a price equal to 100% of the principal amount hereof on such date. Such
notice will constitute a demand on the Company to purchase this Note at a price
equal to the outstanding principal amount hereof. The Company thereupon will pay
the outstanding principal amount of this Note plus all accrued and unpaid
interest, if any, on this Note to such Interest Rate Adjustment Date. Payment
of the principal amount of this Note and payment of accrued and unpaid interest,
if any, thereon under the circumstances contemplated in this paragraph by the
Company shall be made by deposit of same-day funds with the Trustee by 3:00
P.M., New York City time, on the related Interest Rate Adjustment Date.
TRANSFER OR EXCHANGE
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of and premium, if any, and any
interest on this Note are payable or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to, the Company and the Security Registrar or
any transfer agent duly executed by the registered owner hereof or his attorney
duly authorized in writing, and thereupon one or more new Notes of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, Stated Maturity and other terms will be issued to the
designated transferee or transferees.
This Note is issuable only in fully registered form in denominations of
$100,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of the same series
and of like tenor of any authorized denomination, as requested by the registered
owner surrendering the same.
No service charge shall be made for any registration of transfer or
exchange of this Note, but, subject to certain limitations set forth in the
Indenture, the Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
Subject to the terms of the Indenture, 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
21
this Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
REDEMPTION, ACCELERATION AND REPAYMENT
SPECIAL MANDATORY PURCHASE. If this Note has not been remarketed by 12:15
P.M., New York City time, on an Interest Rate Adjustment Date for this Note, it
will be purchased by the Company (a "Special Mandatory Purchase"). In such
event, the Company will deposit same-day funds with the Trustee irrevocably in
trust for the benefit of the beneficial owners hereof by 3:00 p.m., New York
City time, on such Interest Rate Adjustment Date. Such funds shall be in an
amount sufficient to pay 100% of the principal amount hereof plus accrued and
unpaid interest, if any, thereon. This Note will remain outstanding and enjoy
the benefits of the Indenture until such time as the Company delivers
certificates for this Note to the Trustee for cancellation or otherwise directs
the Trustee to reflect that such funds have been paid in full and to cancel this
Note (or the portion hereof subject to Special Mandatory Purchase) in accordance
with the Indenture. With respect to any portion of this Note purchased pursuant
to the Special Mandatory Purchase and remaining outstanding, the Company shall
provide the Trustee with such instructions and other information as the Trustee
may require for settlement purposes.
Failure by the Company to purchase this Note subject to Special Mandatory
Purchase within the time period provided therefor, after written notice (which
includes facsimile or appropriate electronic media) of a failed remarketing of
this Note by the Remarketing Agent on behalf of the Beneficial Owners of this
Note as provided herein, shall constitute an Event of Default under the
Indenture, and the date of such failure shall constitute a date of Maturity for
purposes of the Indenture for this Note.
OPTIONAL REDEMPTION WHILE IN THE INITIAL INTEREST RATE PERIOD. During the
Initial Interest Rate Period, this Note will be subject to redemption only to
the extent provided and upon the terms set forth in Annex A.
OPTIONAL REDEMPTION ON ANY INTEREST RATE ADJUSTMENT DATE. Notwithstanding
any provision to the contrary in the Indenture, this Note will be subject to
redemption at the option of the Company without notice to the Holder hereof on
any Interest Rate Adjustment Date therefor at a redemption price equal to the
principal amount hereof plus accrued and unpaid interest, if any, to such date.
OPTIONAL REDEMPTION WHILE THIS NOTE IS IN THE LONG TERM RATE MODE. So long
as this Note bears interest in the Long Term Rate Mode, this Note is subject to
redemption at the option of the Company at the times and upon the terms
specified at the time of conversion to such Long Term Rate Mode and set forth in
Annex A.
ALLOCATION. Except in the case of a Special Mandatory Purchase, if this
Note is to be subject to a partial redemption, and as long as the Depositary's
nominee holds the certificate
22
representing this Note, the Depositary, after receiving notice of redemption
specifying the aggregate principal amount of Notes that include this Note to be
so redeemed, will determine by lot (or otherwise in accordance with the
procedures of the Depositary) the principal amount of such Notes to be redeemed
from the account of each DTC Participant. After making its determination as
described above, the Depositary will give notice of such determination to each
DTC Participant from whose account such Notes are to be redeemed. Each such DTC
Participant, upon receipt of such notice, will in turn determine the principal
amount of Notes to be redeemed from the accounts of the beneficial owners of
such Remarketed Notes for which it serves as DTC Participant, and give notice of
such determination to the Remarketing Agent.
Unless otherwise specified in Annex A, with respect to redemption on any
date other than an Interest Rate Adjustment Date, notice of redemption shall be
given to the registered owner of this Note as provided in or pursuant to the
terms of the Indenture. As provided in the Indenture, notice of redemption as
aforesaid may state that such redemption shall be conditioned upon the receipt
by the Trustee of the redemption monies on or before the date fixed for such
redemption; a notice of redemption so conditioned shall be of no force or effect
if such money is not so received.
The Company shall not be required to (a) issue, register the transfer of or
exchange Notes of this series during a period beginning at the opening of
business fifteen (15) days before any selection of Notes of this series to be
redeemed and ending at the close of business on the day of the mailing of the
relevant notice of redemption or (b) register the transfer of or exchange any
Notes selected for redemption, in whole or in part, except the unredeemed
portion of any Note being redeemed in part.
In the event of redemption of this Note in part only, a new Note or Notes
of this series, of like tenor, for the unredeemed portion hereof will be issued
in the name of the registered owner hereof upon the cancellation hereof.
OPTIONAL REPAYMENT WHILE IN THE INITIAL INTEREST RATE PERIOD OR IN THE
LONG TERM RATE MODE. During the Initial Interest Rate Period, this Note will
be subject to repayment at the option of the Holder hereof only to the extent
provided and upon the terms set forth in Annex A. Thereafter, so long as
this Note bears interest in the Long Term Rate Mode, this Note is subject
repayment at the option of the Holder hereof at the times and upon the terms
specified at the time of conversion to such Long Term Rate Mode and set forth
in Annex A. Notwithstanding the foregoing, for this Note to be repaid at the
option of the Holder hereof during any Interest Rate Period, a duly completed
election form must be received by the Trustee and delivered to the Company
not later than fifteen (15) Business Days prior to the next succeeding
Interest Rate Adjustment Date for this Note. The Holder will also provide
the Trustee with any additional information as it might reasonably request.
If the duly completed election form is not so received and delivered by such
date, this Note will not be repaid by the Company at the option of the Holder
thereof but will be subject to remarketing on such next succeeding Interest
Rate Adjustment Date.
23
EVENTS OF DEFAULT. If any Event of Default with respect to this Note shall
occur and be continuing, the principal of this Note may be declared due and
payable in the manner and with the effect provided in the Indenture.
OTHER PROVISIONS
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
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 registered owners of the Securities of each series
thereunder to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the registered owners of not less than a majority in
aggregate principal amount of such Securities then Outstanding of each series to
be affected. The Indenture also contains provisions permitting the registered
owners of specified percentages in principal amount of the Securities of each
series thereunder at the time Outstanding, on behalf of the registered owners of
all Securities of such series, to waive compliance by the Company with certain
restrictive provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the registered
owner of this Note shall be conclusive and binding upon such registered owner
and upon all future registered owners of this Note issued upon the registration
of transfer hereof or in exchange for or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.
No reference to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and any interest
including additional amounts, on this Note at the times, places and rate, and in
the coin or currency, herein prescribed.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
This Note shall not be valid or become obligatory for any purpose until the
Trustee's Certificate of Authentication hereon shall have been executed by the
Trustee.
24
IN WITNESS WHEREOF, ▇▇▇▇▇▇ CO. has caused this instrument to be duly
executed under its corporate seal.
▇▇▇▇▇▇ CO.
[SEAL] By: ___________________________________
Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President-Treasurer
Attest:
By: ________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary
This is one of the Securities of the series designated herein, referred to
in the within mentioned Indenture.
The Chase Manhattan Bank,
as Trustee
By: ___________________________________
Authorized Officer
Date:
25
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________________________________________________________________
Please insert Social Security or other identifying number of assignee
________________________________________________________________________________
(please print or type name and address of assignee)
the within Note and all rights thereunder and does hereby irrevocably constitute
and appoint the aforesaid assignee attorney to transfer the within Note on the
books kept for registration thereof, with full power of substitution in the
premises.
Dated: _____________________________ ________________________________
In the presence of:
_______________________________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever. When assignment is made by a guardian,
trustee, executor or administrator, an officer of a corporation, or anyone in a
representative capacity, proof of his authority to act must accompany the Note.
26
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 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at __________
_______________________________________________________________________________.
For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, not more than 60 nor
less than 30 calendar days prior to the Repayment Date, this Note with this
"Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 (or, if
the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof)) which the holder
elects to have repaid and specify the denomination or denominations (which
shall be an Authorized Denomination) not less than $100,000 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 be repaid).
Principal Amount
to be Repaid:
______________________________ $______________
CUSIP Number or other identifier:
Date: ________________
Notice: The signature(s) on this Option to Elect Repayment must correspond with
the name(s) as written upon the face of this Note in every particular, without
alteration or enlargement or any change whatsoever.
27
ANNEX A
▇▇▇▇▇▇ CO.
Medium-Term Note, Series A
(Remarketed Note)
CUSIP Number:
Principal Amount:
Original Issue Date:
Issue Price:
Stated Maturity:
Interest Rate Adjustment Date(s):
Initial Interest Rate Period:
Record Date(s):
Interest Payment Date(s):
Initial Interest Rate:
[ ] Fixed Rate:
[ ] Floating Rate:
Calculation Agent (if other than The Chase Manhattan Bank):
Initial Interest Rate to Initial Interest Reset Date:
Interest Calculation:
[ ] Regular Floating Rate
------------------------
(1)Trustee may complete this Annex A or attach a copy of the applicable pricing
supplement, or other notice containing all of the applicable terms set forth
herein, as Annex A.
1
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
[ ] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date:
Fixed Interest Rate:
Interest Rate Basis(es):
[ ] CD Rate
Index Maturity:
[ ] CMT Rate
Index Maturity:
Designated CMT Telerate Page:
[ ] Commercial Paper Rate
Index Maturity:
[ ] Eleventh District Cost of Funds Rate
[ ] Federal Funds Rate
[ ] LIBOR
[ ] LIBOR Reuters
Index Currency:
Index Maturity:
[ ] LIBOR Telerate
Index Currency:
Index Maturity:
[ ] Prime Rate
[ ] Treasury Rate
Index Maturity:
Spread (+/-):
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
2
Initial Interest Reset Date:
Interest Reset Date(s):
Interest Reset Period(s):
Day Count Convention:
[ ] Actual/360 for the period from to
[ ] Actual/Actual for the period from to
[ ] 30/360 for the period from to
Applicable Interest Rate Basis:
Optional Redemption Provisions for Initial Interest Rate Period:
[ ] This Note cannot be redeemed prior to the First Interest Rate
Adjustment Date.
[ ] This Note may be redeemed prior to the First Interest Rate
Adjustment Date.
Initial Redemption Date:
Initial Redemption Percentage:
Actual Redemption Percentage Reduction (until Redemption Percentage is 100%
of the Principal Amount):
Other or Alternative Terms of Redemption:
Optional Repayment Provisions for Initial Interest Rate Period:
[ ] This Note cannot be repaid prior to the First Interest Rate
Adjustment Date.
[ ] This Note may be repaid prior to the First Interest Rate Adjustment
Date at the option of the Holder hereof.
Optional Repayment Dates:
Repayment Price: ____________%
Other or Alternative Terms of Optional Repayment:
Other Provisions:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
3
