<PAGE>
EXCEPT AS OTHERWISE PROVED IN SECTION 2.15 OF THE BASE INDENTURE, THIS NOTE MAY
BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
DEPOSITARY OR TO A SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
REGISTERED
No. R-1 $400,000,000.00
CUSIP 90390U AA 0
USA EDUCATION, INC.
SENIOR NOTE DUE SEPTEMBER 16, 2002
(FLOATING RATE)
Original Issue Date: October 3, 2000 LIBOR Determination Date: Second
LIBOR Business Day prior to
Interest Accrual Period
Maturity Date: September 16, 2002 Interest Payment Dates: *
Interest Rate Basis: LIBOR (Telerate) Interest Accrual Period: **
Index Maturity: Three Months Maximum Interest Rate: Maximum
permitted by law
Spread: +0.22% Redeemable On and After: N/A
Initial Interest Rate: 7.03125% Optional Repayment Date(s): N/A
* March 16, June 16, September 16 and December 16 of each year, except that
the first Interest Payment Date is January 3, 2001, and the Maturity Date.
** From previous Interest Payment Date (or Original Issue Date, in the case
of the first Interest Accrual Period) through the calendar day before current
Interest Payment Date.
<PAGE>
USA EDUCATION, INC., a Delaware corporation (the "Company"), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal amount stated above on the Maturity Date shown above and interest on
the principal amount stated above at the rate PER ANNUM equal to the Initial
Interest Rate shown above on the first Interest Payment Date shown above and
thereafter at a rate determined in accordance with the provisions on the reverse
hereof, until the principal hereof is fully paid or duly made available for
payment. The Company will pay interest on each Interest Payment Date and on the
Maturity Date, PROVIDED if any Interest Payment Date, other than the Maturity
Date, would otherwise be a day that is not a Business Day, such Interest Payment
Date will be postponed until the next calendar day that is a Business Day. If
the Maturity Date is a day that is not a Business Day, principal and interest
will be paid on the next succeeding Business Day, with the same force and effect
as if made on the Maturity Date, and no interest on such payment shall accrue
from or after the Maturity Date. "Business Day" means any day other than a
Saturday, Sunday or Legal Holiday in New York City. The "Regular Record Date"
for each payment is the date one calendar day immediately preceding such
Interest Payment Date or Maturity Date.
The interest so payable, and punctually paid or duly provided for,
on the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, PROVIDED that
interest payable on the Maturity Date will be paid to the Person to whom the
principal of this Note is payable. Any such interest which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Person in whose name this Note 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 ten days prior to such special record date, or may be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
The Company shall pay interest at the applicable interest rate (calculated
quarterly on each LIBOR Determination Date) on overdue principal and, to the
extent permitted by law, on overdue interest.
Payments of principal and interest will be made at the office or
agency of the Trustee 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 the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address shall appear in the register for this Note, PROVIDED that so long as
this Note is represented by a Global Security, each payment shall be made by
wire transfer of immediately available funds, if the registered holder has
provided the Trustee appropriate instructions for such payment.
The principal hereof and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or agency of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York.
-2-
<PAGE>
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.
This Note shall be governed by and construed in accordance with
the law of the State of New York.
Unless the certificate of authentication hereon has been executed
by The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
-3-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.
Dated: October 3, 2000
USA EDUCATION, INC.
By: /s/ Thomas J. Fitzpatrick
----------------------------------------
Name: Thomas J. Fitzpatrick
Title: President and Chief Marketing and
and Administrative Officer
By: /s/ John F. Remondi
----------------------------------------
Name: John F. Remondi
Title: Senior Vice President & Treasurer
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ Patricia M.F. Russo
----------------------------------------
Authorized Signature
-4-
<PAGE>
[Reverse of Note]
USA EDUCATION, INC.
SENIOR NOTE DUE SEPTEMBER 16, 2002
(FLOATING RATE)
This Note is one of a duly authorized issue of notes of the
Company issued under the Indenture, dated as of October 1, 2000 (the "Base
Indenture"), as supplemented by a First Supplemental Indenture, dated as of
October 3, 2000 (collectively, the "Indenture"), each between the Company and
The Chase Manhattan Bank, as trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and limitations of rights thereunder of the Company, the Trustee and the
Holders of the Notes, and the terms upon which the Securities are, and are to
be, authenticated and delivered. Capitalized terms used and not otherwise
defined in this Note have the meanings ascribed to them in the Indenture.
This Note is designated as a Senior Note due September 16, 2002.
The Interest Accrual Period for each Interest Payment Date begins on each
Interest Payment Date and ends on the calendar day before the next Interest
Payment Date, PROVIDED that the first Interest Accrual Period begins on October
3, 2000 and ends on January 2, 2001, the calendar day before the first Interest
Payment Date. The interest rate in effect during each Interest Accrual Period
after the first will be the interest rate determined on the LIBOR Determination
Date immediately preceding such Interest Accrual Period, PROVIDED that the
interest rate in effect for the first Interest Accrual Period will be the
Initial Interest Rate specified on the face hereof. Interest shall be computed
on the basis of a 360-day year and the actual number of days elapsed in the
applicable Interest Accrual Period. All percentages resulting from any
calculations will be carried to five decimal places (that is, to the one hundred
thousandths place), with five one-millionths being rounded upwards, if
necessary. In addition, the interest rate hereon shall in no event be higher
than the maximum rate, if any, permitted by applicable law.
Commencing with the first LIBOR Determination Date, and thereafter
on each succeeding LIBOR Determination Date, the rate at which interest on this
Note is payable shall be adjusted. Each such adjusted rate shall be applicable
to the Interest Accrual Period to which it relates.
Subject to applicable law and except as specified herein, the rate
of interest on this Note for each Interest Accrual Period after the first shall
be Three-month LIBOR, plus the Spread (as specified on the face hereof).
Three-month LIBOR, for any Interest Accrual Period, is the London
interbank offered rate for deposits in U.S. dollars having a maturity of three
months, commencing on the first day of the Interest Accrual Period, which
appears on Telerate Page 3750 as of 11:00 a.m. London time, on the related LIBOR
Determination Date. If this rate does not appear on Telerate Page 3750, the
rate for that day will be determined on the basis of the rates at which deposits
in
-5-
<PAGE>
U.S. dollars, having the applicable maturity and in a principal amount of not
less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time,
on that LIBOR Determination Date, to prime banks in the London interbank market
by the Reference Banks. The Trustee will request the principal London office of
each Reference Bank to provide a quotation of its rate. If the Reference Banks
provide at least two quotations, the rate for that day will be the arithmetic
mean of the quotations. If the Reference Banks provide fewer than two
quotations, the rate for that day will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Trustee, at
approximately 11:00 a.m. New York time, on that LIBOR Determination Date, for
loans in U.S. dollars to leading European banks having the applicable maturity
and in a principal amount of not less than U.S. $1,000,000. If the banks
selected as described above are not providing quotations, Three-month LIBOR in
effect for the applicable Interest Accrual Period will be Three-month LIBOR as
most recently quoted on Telerate Page 3750.
"LIBOR Business Day" means any day on which banks in New York City
and the City of London are open for the transaction of international business.
"LIBOR Determination Date" means, for each Interest Accrual
Period, the second LIBOR Business Day before the beginning of that Interest
Accrual Period.
"Reference Banks" means four major banks in the London interbank
market selected by the Trustee.
"Telerate Page 3750" means the display page so designated on the
Dow Jones Telerate Service or any other page that may replace that page on that
service for the purpose of displaying comparable rates or prices.
The Trustee shall calculate the interest rate hereon in accordance
with the foregoing and will confirm in writing such calculation to the Company
and the Paying Agent (if other than the Trustee) immediately after each
determination. All determinations made by the Trustee shall be, in the absence
of manifest error, conclusive for all purposes and binding on the Company and
Holders of the Notes. At the request of the Holder hereof, the Trustee will
provide to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which will become effective as of the next
Interest Accrual Period.
If an Event of Default with respect to the Notes shall occur and
be continuing, the Trustee, by notice to the Company, or the Holders of at least
25% in principal amount of all of the outstanding Notes, by notice to the
Company and the Trustee, may declare the principal of all the Notes 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 Notes at any
time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Notes at the time outstanding.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes at the time outstanding,
on behalf of the Holders of all Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain
-6-
<PAGE>
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 future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.
Holders of Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference herein
to the Indenture and no provision of this Note or 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
therein set forth, the transfer of this Note may be registered on the Note
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, and this Note 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.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. 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 different authorized denomination as requested by
the Holder surrendering the same.
No service charge will 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 the 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.
-7-
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ________________________ Custodian ________________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
___________________________________________
____________________(State)
Additional abbreviations may also be used though not in the above list.
___________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
_______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
_______________________________________________________________________________
the within 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.
Dated: __________________________ ________________________________
_____________________________________
(Signature Guarantee)
-8-
<PAGE>
EXCEPT AS OTHERWISE PROVED IN SECTION 2.15 OF THE BASE INDENTURE, THIS NOTE MAY
BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE
DEPOSITARY OR TO A SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
REGISTERED
No. R-2 $100,000,000.00
CUSIP 90390U AA 0
USA EDUCATION, INC.
SENIOR NOTE DUE SEPTEMBER 16, 2002
(FLOATING RATE)
Original Issue Date: October 3, 2000 LIBOR Determination Date: Second
LIBOR Business Day prior to
Interest Accrual Period
Maturity Date: September 16, 2002 Interest Payment Dates: *
Interest Rate Basis: LIBOR (Telerate) Interest Accrual Period: **
Index Maturity: Three Months Maximum Interest Rate: Maximum
permitted by law
Spread: +0.22% Redeemable On and After: N/A
Initial Interest Rate: 7.03125% Optional Repayment Date(s): N/A
* March 16, June 16, September 16 and December 16 of each year, except that
the first Interest Payment Date is January 3, 2001, and the Maturity Date.
** From previous Interest Payment Date (or Original Issue Date, in the case
of the first Interest Accrual Period) through the calendar day before current
Interest Payment Date.
<PAGE>
USA EDUCATION, INC., a Delaware corporation (the "Company"), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal amount stated above on the Maturity Date shown above and interest on
the principal amount stated above at the rate PER ANNUM equal to the Initial
Interest Rate shown above on the first Interest Payment Date shown above and
thereafter at a rate determined in accordance with the provisions on the reverse
hereof, until the principal hereof is fully paid or duly made available for
payment. The Company will pay interest on each Interest Payment Date and on the
Maturity Date, PROVIDED if any Interest Payment Date, other than the Maturity
Date, would otherwise be a day that is not a Business Day, such Interest Payment
Date will be postponed until the next calendar day that is a Business Day. If
the Maturity Date is a day that is not a Business Day, principal and interest
will be paid on the next succeeding Business Day, with the same force and effect
as if made on the Maturity Date, and no interest on such payment shall accrue
from or after the Maturity Date. "Business Day" means any day other than a
Saturday, Sunday or Legal Holiday in New York City. The "Regular Record Date"
for each payment is the date one calendar day immediately preceding such
Interest Payment Date or Maturity Date.
The interest so payable, and punctually paid or duly provided for,
on the Interest Payment Dates referred to above, will, as provided in the
Indenture, be paid to the Person in whose name this Note is registered at the
close of business on the Regular Record Date for such interest, PROVIDED that
interest payable on the Maturity Date will be paid to the Person to whom the
principal of this Note is payable. Any such interest which is payable, but is
not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Person in whose name this Note 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 ten days prior to such special record date, or may be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
The Company shall pay interest at the applicable interest rate (calculated
quarterly on each LIBOR Determination Date) on overdue principal and, to the
extent permitted by law, on overdue interest.
Payments of principal and interest will be made at the office or
agency of the Trustee 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 the payment of public and private
debt, by check mailed to the address of the Person entitled thereto as such
address shall appear in the register for this Note, PROVIDED that so long as
this Note is represented by a Global Security, each payment shall be made by
wire transfer of immediately available funds, if the registered holder has
provided the Trustee appropriate instructions for such payment.
The principal hereof and interest due at maturity will be paid
upon maturity by wire transfer of immediately available funds against
presentation of this Note at the office or agency of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York.
-2-
<PAGE>
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.
This Note shall be governed by and construed in accordance with
the law of the State of New York.
Unless the certificate of authentication hereon has been executed
by The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
-3-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.
Dated: October 3, 2000
USA EDUCATION, INC.
By: /s/ Thomas J. Fitzpatrick
-----------------------------------------
Name: Thomas J. Fitzpatrick
Title: President and Chief Marketing and
Administrative Officer
By: /s/ John F. Remondi
-----------------------------------------
Name: John F. Remondi
Title: Senior Vice President & Treasurer
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By: /s/ Patricia M.F. Russo
-----------------------------------------
Authorized Signature
-4-
<PAGE>
[Reverse of Note]
USA EDUCATION, INC.
SENIOR NOTE DUE SEPTEMBER 16, 2002
(FLOATING RATE)
This Note is one of a duly authorized issue of notes of the
Company issued under the Indenture, dated as of October 1, 2000 (the "Base
Indenture"), as supplemented by a First Supplemental Indenture, dated as of
October 3, 2000 (collectively, the "Indenture"), each between the Company and
The Chase Manhattan Bank, as trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and limitations of rights thereunder of the Company, the Trustee and the
Holders of the Notes, and the terms upon which the Securities are, and are to
be, authenticated and delivered. Capitalized terms used and not otherwise
defined in this Note have the meanings ascribed to them in the Indenture.
This Note is designated as a Senior Note due September 16, 2002.
The Interest Accrual Period for each Interest Payment Date begins on each
Interest Payment Date and ends on the calendar day before the next Interest
Payment Date, PROVIDED that the first Interest Accrual Period begins on October
3, 2000 and ends on January 2, 2001, the calendar day before the first Interest
Payment Date. The interest rate in effect during each Interest Accrual Period
after the first will be the interest rate determined on the LIBOR Determination
Date immediately preceding such Interest Accrual Period, PROVIDED that the
interest rate in effect for the first Interest Accrual Period will be the
Initial Interest Rate specified on the face hereof. Interest shall be computed
on the basis of a 360-day year and the actual number of days elapsed in the
applicable Interest Accrual Period. All percentages resulting from any
calculations will be carried to five decimal places (that is, to the one hundred
thousandths place), with five one-millionths being rounded upwards, if
necessary. In addition, the interest rate hereon shall in no event be higher
than the maximum rate, if any, permitted by applicable law.
Commencing with the first LIBOR Determination Date, and thereafter
on each succeeding LIBOR Determination Date, the rate at which interest on this
Note is payable shall be adjusted. Each such adjusted rate shall be applicable
to the Interest Accrual Period to which it relates.
Subject to applicable law and except as specified herein, the rate
of interest on this Note for each Interest Accrual Period after the first shall
be Three-month LIBOR, plus the Spread (as specified on the face hereof).
Three-month LIBOR, for any Interest Accrual Period, is the London
interbank offered rate for deposits in U.S. dollars having a maturity of three
months, commencing on the first day of the Interest Accrual Period, which
appears on Telerate Page 3750 as of 11:00 a.m. London time, on the related LIBOR
Determination Date. If this rate does not appear on Telerate Page 3750, the
rate for that day will be determined on the basis of the rates at which deposits
in
-5-
<PAGE>
U.S. dollars, having the applicable maturity and in a principal amount of not
less than U.S. $1,000,000, are offered at approximately 11:00 a.m., London time,
on that LIBOR Determination Date, to prime banks in the London interbank market
by the Reference Banks. The Trustee will request the principal London office of
each Reference Bank to provide a quotation of its rate. If the Reference Banks
provide at least two quotations, the rate for that day will be the arithmetic
mean of the quotations. If the Reference Banks provide fewer than two
quotations, the rate for that day will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Trustee, at
approximately 11:00 a.m. New York time, on that LIBOR Determination Date, for
loans in U.S. dollars to leading European banks having the applicable maturity
and in a principal amount of not less than U.S. $1,000,000. If the banks
selected as described above are not providing quotations, Three-month LIBOR in
effect for the applicable Interest Accrual Period will be Three-month LIBOR as
most recently quoted on Telerate Page 3750.
"LIBOR Business Day" means any day on which banks in New York City
and the City of London are open for the transaction of international business.
"LIBOR Determination Date" means, for each Interest Accrual
Period, the second LIBOR Business Day before the beginning of that Interest
Accrual Period.
"Reference Banks" means four major banks in the London interbank
market selected by the Trustee.
"Telerate Page 3750" means the display page so designated on the
Dow Jones Telerate Service or any other page that may replace that page on that
service for the purpose of displaying comparable rates or prices.
The Trustee shall calculate the interest rate hereon in accordance
with the foregoing and will confirm in writing such calculation to the Company
and the Paying Agent (if other than the Trustee) immediately after each
determination. All determinations made by the Trustee shall be, in the absence
of manifest error, conclusive for all purposes and binding on the Company and
Holders of the Notes. At the request of the Holder hereof, the Trustee will
provide to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which will become effective as of the next
Interest Accrual Period.
If an Event of Default with respect to the Notes shall occur and
be continuing, the Trustee, by notice to the Company, or the Holders of at least
25% in principal amount of all of the outstanding Notes, by notice to the
Company and the Trustee, may declare the principal of all the Notes 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 Notes at any
time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Notes at the time outstanding.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Notes at the time outstanding,
on behalf of the Holders of all Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain
-6-
<PAGE>
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 future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.
Holders of Notes may not enforce their rights pursuant to the
Indenture or the Notes except as provided in the Indenture. No reference herein
to the Indenture and no provision of this Note or 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
therein set forth, the transfer of this Note may be registered on the Note
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, and this Note 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.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. 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 different authorized denomination as requested by
the Holder surrendering the same.
No service charge will 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 the 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.
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ________________________ Custodian ________________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
__________________________________________
_____________________(State)
Additional abbreviations may also be used though not in the above list.
___________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
_______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
_______________________________________________________________________________
the within 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.
Dated: __________________________ ________________________________
______________________________________
(Signature Guarantee)
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