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$200,000,000
THE CHASE MANHATTAN CORPORATION
SENIOR/SUBORDINATED MEDIUM-TERM NOTES SERIES C DUE
FROM NINE MONTHS FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT
December 14, 1994
Smith Barney Inc.
1345 Avenue of the Americas
New York, NY 10105
Chase Securities, Inc.
One Chase Manhattan Plaza
New York, NY 10081
Ladies and Gentlemen:
The Chase Manhattan Corporation, a Delaware corporation (the
"Company"), confirms its agreement with you (each of you being hereinafter
referred to as an "Agent" and collectively, with any other agents appointed
hereunder, as the "Agents") with respect to the issue and sale by the Company
of its Medium-Term Notes, Series C registered under the Registration
Statement referred to below (any such Medium-Term Notes being hereinafter
referred to as the "Securities") in an aggregate amount not to exceed
$200,000,000 subject to reduction in such amounts as the Company may from
time to time advise the Agents. This Agreement provides both for the sale of
Securities by the Company to the Agents, as principal for resale to investors
and other purchasers and for the sale of Securities by the Company to
investors as may from time to time be agreed to by the Company and an Agent,
in which case the relevant Agent will act as an agent of the Company in
soliciting purchases of the Securities. The Securities may be issued as
senior indebtedness (the "Senior Notes") or as subordinated indebtedness (the
"Subordinated Notes") of the Company. The Senior Notes are to be issued as a
series under an Indenture, dated as of July 1, 1986, as supplemented by a
First Supplemental Indenture, dated as of November 1, 1990 and a Second
Supplemental Indenture, dated as of May 1, 1991 (said Indenture as so
supplemented, the "Senior Indenture"), between the Company and Bankers Trust
Company, as trustee (the "Senior Trustee") and the Subordinated Notes are to
be issued as a series
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under an Amended and Restated Indenture, dated as of September 1, 1994, (the
"Subordinated Indenture", and together with the Senior Indenture, the
"Indentures"), between the Company and Chemical Bank, as trustee (the
"Subordinated Trustee", and together with the Senior Trustee, the
"Trustees").
Subject to the terms and conditions stated herein, and subject to
the Company's right to sell Securities other than as contemplated by Section
2(a), (b) or (c) of this Agreement including the Company's right to sell
Securities directly to investors on its own behalf, the Company hereby (i)
agrees to sell Securities directly to an Agent as principal for resale to
others in accordance with the provisions of Section 2(a) hereof and (ii) if
agreed to by an Agent and the Company, to sell Securities through an Agent,
acting solely as agent for the Company, in accordance with the provisions of
Section 2(b) hereof. The Company may from time to time offer other series of
Medium-Term Notes through other agents in which case the commissions to be
paid to such other agents may vary from those set forth in Schedule A. The
Company may from time to time appoint one or more additional persons as
agents for soliciting offers to purchase the Securities from the Company by
appointing such additional agents as Agents hereunder or by entering into
distribution agreements substantially similar to this Agreement, provided
that the commissions to be paid to agents party to any such agreement shall
be identical to those set forth in Schedule A hereof or otherwise agreed upon
hereunder (except in the case of sales of Securities made to any such agent
as principal). The Company will notify you prior to making any such
appointment.
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (File No. 33-55295)
(such registration statement also constitutes post-effective amendment no. 1
to registration statement no. 33-58144 and post-effective amendment no. 1 to
registration statement no. 33-51044), relating to the Securities and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933 (the "1933 Act"). Such registration statement has
been declared effective by the Commission, and each Indenture has been
qualified under the Trust Indenture Act of 1939 (the "1939 Act"). Such
registration statement and the prospectus, in the form most recently filed
pursuant to Rule 424 under the 1933 Act, including all documents incorporated
therein by reference, as from time to time amended or supplemented by the
filing of documents pursuant to the Securities Exchange Act of 1934 (the
"1934 Act"), the 1933 Act or otherwise, are referred to herein as the
"Registration Statement" and the "Prospectus", respectively.
SECTION 1. Representations and Warranties. (a) The Company
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represents and warrants to each Agent as of the date
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hereof, as of the Closing Time and each Settlement Date hereinafter referred
to, and as of the times referred to in Sections 6(a) and 6(b) hereof (in each
case the "Representation Date"), as follows:
(i) The Registration Statement and the Prospectus, at the times
the Registration Statement became effective, complied, and as of the
applicable Representation Date will comply, in all material respects
with the requirements of the 1933 Act, and the rules and regulations
thereunder (the "Regulations") and the 1939 Act. The Registration
Statement, at the times the Registration Statement became effective did
not, and as of the applicable Representation Date will not, contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus, at the times the Registration
Statement became effective did not, and as of the applicable
Representation Date will not, contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were or are made, not misleading; provided, however, that the
representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement or Prospectus
made in reliance upon and in conformity with information furnished to
the Company in writing by such Agent expressly for use in the
Registration Statement or Prospectus or to that part of the Registration
Statement which shall constitute the Statements of Eligibility under the
1939 Act (Form T-1) of the Senior Trustee and the Subordinated Trustee.
(ii) The documents incorporated by reference in the Prospectus, at
the time they were or hereafter are filed with the Commission, complied
and will comply in all material respects with the requirements of the
1934 Act and the rules and regulations thereunder (the "1934 Act
Regulations"), and, when read together and with the other information in
the Prospectus, at the time the Registration Statement became, and any
amendments thereto become, effective, did not and will not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were or are
made, not misleading.
(iii) The consolidated financial statements of the Company and its
subsidiaries included or incorporated by reference in the Prospectus
present fairly the consolidated financial position of the Company and
its subsidiaries as at
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the dates indicated and the consolidated results of their operations for
the periods specified; and except as stated therein, said financial
statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis.
(iv) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, since the respective dates as of which
information is given in the Registration Statement and Prospectus, there
has not been any material transaction not entered into in the ordinary
course of business by the Company or The Chase Manhattan Bank, N.A. (the
"Bank"), any material change in the liabilities or obligations (direct
or contingent) of the Company or the Bank, or any material adverse
change in, or development materially and adversely affecting, the
financial position of the Company or the Bank.
(v) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Delaware, and is duly registered as a bank holding company under the
Bank Holding Company Act of 1956; and the Bank has been duly organized
and is validly existing as a national banking association in good
standing under the laws of the United States of America.
(vi) The Company and the Bank have the power and authority
(corporate and other) to own their properties and to conduct their
respective businesses in all material respects as described in the
Prospectus; and all of the issued and outstanding shares of capital
stock of the Bank have been duly authorized and are validly issued and
outstanding and are owned by the Company free and clear of all liens,
encumbrances, security interests and claims, except for existing or
future restrictions on the disposition or encumbrance by the Company of
the capital stock of the Bank contained in the Indentures or in other
indentures, guarantees or evidences of indebtedness of the Company.
(vii) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, the Company and the Bank hold all material
licenses, certificates, permits and authorizations from governmental
authorities deemed by the Company to be reasonably necessary for the
conduct of their present operations.
(viii) The accountants whose reports are incorporated by reference in
the Prospectus are certified public accountants and are independent
public accountants as required by the 1933 Act and the Regulations.
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(ix) Except as referred to in the Registration Statement and the
Prospectus, there is no material litigation or governmental proceeding
pending or, to the knowledge of the Company, threatened against or
involving the Company or the Bank which would be likely to result in any
material adverse change in the financial position of the Company or the
Bank.
(x) Neither the Company nor the Bank is in violation in any
material respect of its certificate of incorporation or Articles of
Association, as the case may be, or by-laws, or in default in the
performance of any material obligation, agreement or condition contained
in any bond, debenture, note or any other evidence of its indebtedness
or any related loan agreement, note purchase agreement or indenture by
which the Company or the Bank is bound. The execution, delivery and
performance of this Agreement and each Indenture, and each applicable
Delayed Delivery Contract (as defined in Section 2(c)), if any, and
compliance by the Company with the provisions of each Indenture and the
Securities will not conflict with, or constitute a breach of, or a
default under, any material agreement, indenture or other instrument by
which the Company or the Bank is bound, or any applicable law,
administrative regulation or court decree, violation of which would have
a material adverse effect on the operations of the Company or the Bank,
or result in the creation or imposition of any material lien, charge or
encumbrance upon any of the property or assets of the Company or the
Bank, and will not result in a violation of the provisions of the
certificate of incorporation or Articles of Association, as the case may
be, or by-laws of the Company or the Bank.
(xi) There are no contracts or other documents which are required
to be filed as exhibits to the Registration Statement by the 1933 Act or
by the regulations or which were, or hereafter are, required to be filed
as exhibits to any document incorporated by reference in the Prospectus
by the 1934 Act or the 1934 Act Regulations, which have not been, or
will not be, filed as exhibits to the Registration Statement or to such
document incorporated by reference in the Prospectus as permitted by the
Regulations or the 1934 Act Regulations, as the case may be.
(xii) Each Indenture has been validly authorized and duly executed
and delivered by the Company and constitutes a valid and legally binding
instrument of the Company, enforceable in accordance with its terms; the
Securities will have been validly authorized prior to issuance thereof;
upon payment of the consideration therefor specified in the Prospectus
or agreed upon pursuant to the provisions of this
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Agreement or any applicable Delayed Delivery Contract, as the case may
be, the Securities will be validly issued and outstanding, and will
constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms; the Securities will be
entitled to the benefits of the applicable Indenture; and the Securities
and each Indenture will conform to the descriptions thereof contained in
the Registration Statement and the Prospectus.
(xiii) Since the end of its latest fiscal year, the Company has
timely filed all documents and amendments to previously filed documents
required to be filed by it pursuant to Section 13(a), 13(c), 14 or 15(d)
of the 1934 Act. The documents incorporated by reference in the
Prospectus, at the time they were filed with the Commission, were
timely filed as required thereby. Copies of each of the documents
incorporated by reference in the Prospectus have been delivered by the
Company to the Agents.
(xiv) The Company has complied with all the provisions of Section
517.075 of the Florida Statutes, and all rules and regulations
promulgated thereunder, relating to issuers doing business in Cuba.
(b) Any certificate signed by any officer of the Company and
delivered to any Agent or to its counsel in connection with an offering of
Securities shall be deemed a representation and warranty by the Company to
such Agent as to the matters covered thereby.
SECTION 2. Purchases as Principal; Solicitations as Agent. (a)
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Purchases as Principal. Unless otherwise agreed by an Agent and the
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Company, Securities shall be purchased by an Agent as principal. Each sale
of Securities to an Agent as principal shall be made in accordance with the
terms agreed upon by an Agent and the Company, which terms shall be agreed
upon orally, with written confirmation prepared by such Agent and mailed to
the Company. Each such written confirmation shall specify the principal
amount and terms of the Securities to be purchased by the relevant Agent and
the time and place of delivery of and payment for such Securities (the
"Settlement Date"), and such other information (as applicable) as is set
forth in Exhibit A hereto. Unless otherwise agreed upon by an Agent and the
Company, the Company agrees to pay the Agent the applicable commission, in
the form of a discount, set forth in Schedule A hereto or otherwise agreed
upon between the Agents and the Company from time to time. An Agent's
commitment to purchase Securities as principal shall be deemed to have been
made on the basis of the representations and warranties of the Company herein
contained and shall be subject to the terms and conditions herein
set forth. At the time of each purchase of Securities by an
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Agent as principal, such Agent and the Company shall agree on any
requirements for stand-off, officer's certificate, opinion of counsel and
letters from Price Waterhouse or other independent public accountants of the
Company pursuant to Section 3(k), 6(b), 6(c) and 6(d), respectively, hereof.
(b) Solicitations as Agent. On the basis of the representations
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and warranties herein contained, but subject to the terms and conditions
herein set forth, when agreed by the Company and an Agent, such Agent will
use its best efforts, as agent for the Company, to solicit offers to purchase
the Securities upon the terms and conditions set forth in the Prospectus.
Upon request, the Company will inform any Agent of the remaining
amount of Securities which may be sold pursuant to the Registration
Statement. The Company reserves the right, in its sole discretion, to
suspend solicitation of offers to purchase the Securities commencing at any
time for any definite or indefinite period of time or permanently. Upon
receipt of instructions from the Company, each of you will forthwith suspend
solicitation of offers to purchase from the Company until advised by the
Company that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, in the form of a
discount, equal to the percentage of the principal amount of each Security
sold by the Company as a result of a solicitation made by such Agent, as
agent for the Company, as set forth in Schedule A hereto or as otherwise
agreed upon between the Agents and the Company from time to time; provided,
however, in the event that any Security shall be sold by the Company at a
price to the investor which shall be less than the principal amount thereof,
such commission shall be equal to the applicable percentage of the principal
amount set forth in Schedule A hereto or otherwise agreed upon between the
Agents and the Company from time to time multiplied by such price to the
investor.
Each Agent, when acting in the capacity as agent for the Company,
is authorized to solicit orders for the Securities with terms specified to
such Agent from time to time by the Company. Each Agent shall communicate to
the Company, orally or in writing, each reasonable offer to purchase
Securities received by it as agent. The Company shall have the sole right to
accept offers to purchase the Securities and may reject any such offer in
whole or in part. Each Agent shall have the right, in its discretion
reasonably exercised, without notice to the Company, to reject any offer to
purchase Securities received by it, in whole or in part, and any such
rejection shall not be deemed a breach of its agreement contained herein.
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(c) Delayed Delivery. The Company authorizes the Agents to
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solicit offers to purchase Securities pursuant to delayed delivery contracts
(the "Contract Securities") substantially in the form of Exhibit B attached
hereto ("Delayed Delivery Contracts") with such changes therein as the
Company may approve. Delayed Delivery Contracts are to be with institutional
investors, including commercial and savings banks, insurance companies,
pension funds, investment companies and educational and charitable
institutions. Upon execution of a Delayed Delivery Contract by the Company,
the Company will pay the Agent that arranged such contract as compensation
the fee set forth in Schedule A hereto in respect of the principal amount of
Contract Securities purchased as a result of solicitations made, or offers
received, by such Agent; provided, however, that if no sale of Securities
pursuant to such contract is consummated, such Agent shall repay such fee to
the Company. The Company will make Delayed Delivery Contracts in all cases
where sales of Contract Securities arranged by the Agents have been approved
by the Company. The Agents will not have any responsibility in respect of
the validity or the performance of Delayed Delivery Contracts.
(d) Procedures. Administrative procedures respecting the sale of
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Securities shall be agreed upon from time to time by the Agents and the
Company (the "Procedures"). The Agents, severally and not jointly, and the
Company agree to perform on and after the Closing Time (as defined below) the
respective duties and obligations specifically provided to be performed by
each of them herein and in the Procedures.
(e) Delivery. The documents required to be delivered pursuant to
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Section 5 hereof shall be delivered at the offices of the Company, One Chase
Manhattan Plaza, New York, New York, 10081, at 1:00 P.M., New York City time,
on or prior to the date on which the first supplement to the Prospectus
relating to the Securities is filed with the Commission, which date and time
may be postponed by agreement between the Company and the Agents (the time
and date of such delivery being hereinafter called the "Closing Time").
(f) Sale of Securities. No Security which the Company has agreed
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to sell pursuant to Section 2(b) of this Agreement shall be deemed to have
been purchased and paid for, or sold, by the Company until such Security
shall have been delivered to the purchaser thereof against payment by such
purchaser.
(g) Manner of Sale. Agents may sell Securities to or through
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other broker-dealers, and such other broker-dealers may receive compensation
in the form of underwriting discounts, concessions, or commissions from the
Agents and/or commissions from the purchasers of Securities for whom they may
act as agent.
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SECTION 3. Covenants of the Company. The Company covenants with
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each Agent as follows:
(a) If at any time when the Prospectus is required by the 1933 Act
to be delivered in connection with sales of the Securities any event shall
occur or condition exist as a result of which it is necessary, in the
reasonable opinion of counsel for the Agents or counsel for the Company, to
further amend or supplement the Prospectus in order that the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, or if it shall be necessary, in the reasonable
opinion of either such counsel, at any such time to amend or supplement the
Registration Statement or the Prospectus in order to comply with the
requirements of the 1933 Act or the Regulations, immediate notice shall be
given, and confirmed in writing, to each Agent to cease the solicitation of
offers to purchase the Securities in its capacity as Agent and to cease sales
of any Securities it may then own as principal, and the Company will promptly
prepare and file with the Commission such amendment or supplement, whether by
filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may
be necessary to correct such untrue statement or omission or to make the
Registration Statement comply with such requirement.
(b) On or prior to the date on which there shall be released to
the general public interim financial statement information related to the
Company with respect to each of the first three quarters of any fiscal year
or preliminary financial statement information with respect to any fiscal
year, the Company shall furnish such information to each Agent, confirmed in
writing, and shall cause the Prospectus to be amended or supplemented to
include or incorporate by reference financial information with respect to the
results of operations of the Company for the period between the end of the
preceding fiscal year and the end of such quarter or for such fiscal year, as
the case may be, and corresponding information for the comparable period of
the preceding fiscal year, as well as such other information and explanations
as shall be necessary for an understanding of such financial information or
as shall be required by the 1933 Act or the Regulations; provided, however,
that if on the date of such release the Agents shall have suspended
solicitation of offers to purchase the Securities in their capacity as agent
for the Company pursuant to a request from the Company, and shall not then
hold any Securities as principal, the Company shall not be obligated so to
amend or supplement the Prospectus until such time as the Company shall
determine that solicitation of offers to purchase the Securities should be
resumed or shall subsequently agree to sell Securities to an Agent as
principal.
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(c) On or prior to the date on which there shall be released to
the general public financial information included in or derived from the
audited financial statements of the Company for the preceding fiscal year,
the Company shall cause the Registration Statement and the Prospectus to be
amended, whether by the filing of documents pursuant to the 1934 Act, the
1933 Act or otherwise, to include or incorporate by reference such audited
financial statements and the report or reports, and consent or consents to
such inclusion or incorporation by reference, of the independent accountants
with respect thereto, as well as such other information and explanations as
shall be necessary for an understanding of such financial statements or as
shall be required by the 1933 Act or the Regulations; provided, however, that
if on the date of such release the Agents shall have suspended solicitation
of offers to purchase the Securities in their capacity as agent for the
Company pursuant to a request from the Company, and shall not then hold any
Securities as principal, the Company shall not be obligated so to amend or
supplement the Prospectus until such time as the Company shall determine that
solicitation of offers to purchase the Securities should be resumed or shall
subsequently agree to sell Securities to an Agent as principal.
(d) The Company will make generally available to its security
holders as soon as practicable, but not later than 60 days after the close of
each of the first three fiscal quarters of each fiscal year and 90 days after
the close of each fiscal year, earnings statements (in form complying with
the provisions of Rule 158 under the 1933 Act) covering a twelve-month period
beginning not later than the first day of the fiscal quarter next following
the period beginning not later than the effective date of the Registration
Statement (as defined in Rule 158) with respect to each sale of Securities.
(e) The Company will give each Agent notice of (i) its intention
to file any amendment to the Registration Statement or any amendment or
supplement (other than a "pricing" supplement) to the Prospectus pursuant to
the 1933 Act or (ii) the initial press release relating to earnings results
for any fiscal period or to significant corporate developments during any
period during which solicitations of offers to purchase Securities has not
been suspended pursuant to Section 2(b) hereof. The Company will promptly
notify each Agent of any such amendment, supplement or release, and will make
available to each Agent copies of documents, including documents filed
pursuant to the 1934 Act incorporated by reference, so filed promptly upon
the filing thereof.
(f) The Company will notify each Agent immediately (i) of the
effectiveness of any amendment to the Registration Statement, (ii) of the
mailing or the delivery to the Commission
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for filing of any supplement to the Prospectus or any document to be filed
pursuant to the 1934 Act which will be incorporated by reference in the
Prospectus, (iii) of the receipt of any comments from the Commission with
respect to the Registration Statement or the Prospectus, (iv) of any request
by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus or for additional information, and
(v) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose. The Company will make every reasonable effort
to prevent the issuance of any stop order and, if any stop order is issued,
to obtain the lifting thereof at the earliest possible moment.
(g) The Company will deliver to each Agent as many signed and
conformed copies of the registration statement (as originally filed) and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated by reference in the Prospectus)
as it may reasonably request. The Company will furnish to each Agent as many
copies of the Prospectus (as amended or supplemented) as it shall reasonably
request so long as it is required to deliver a Prospectus in connection with
sales or solicitations of offers to purchase the Securities.
(h) The Company will furnish to each Agent, at the earliest time
the Company makes the same available to others, copies of its annual reports
and other financial reports furnished or made available to the public
generally.
(i) The Company will use its best efforts, in cooperation with the
Agents, to qualify the Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States
as the Agents may designate, and will maintain such qualifications in effect
for as long as may be required for the distribution of the Securities;
provided, however, that the Company shall not be obligated to file any
general consent to service of process or to qualify as a foreign corporation
in any jurisdiction in which it is not so qualified. The Company will file
such statements and reports as may be required by the laws of each
jurisdiction in which the Securities have been qualified as above provided.
(j) The Company, during the period when the Prospectus is required
to be delivered under the 1933 Act, will use its best efforts to file
promptly all documents required to be filed with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and will notify the Agents
immediately of any failure to file promptly any such documents. In addition,
on or prior to the date on which the Company makes any announcement to the
general public concerning any event not referred to in
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subsection (b) or (c) of this Section which is required to be described, or
which the Company proposes to describe, in a document filed pursuant to the
1934 Act, the Company shall furnish the information contained or to be
contained in such announcement to each Agent, confirmed in writing. The
Company also will furnish each Agent with copies of all other press releases
or announcements to the general public, if the information contained therein
could reasonably be construed to be material to the offering of the
Securities.
(k) Any other provision of this Agreement notwithstanding, if
specified by the Agent in connection with a purchase by it of Securities as
principal, between the date of the agreement to purchase such Securities and
the Settlement Date, the Company will not, without the prior consent of such
Agent, offer or sell in the United States, or enter into any agreement to
sell in the United States, any debt securities of the Company with terms
substantially similar to those of the Securities that are to be sold pursuant
to such agreement (other than such Securities).
SECTION 4. Payment of Expenses. The Company will pay the
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following expenses incident to the performance of its obligations under this
Agreement, including: (i) the preparation and filing of the registration
statement and all amendments thereto, (ii) the preparation, issuance and
delivery of the Securities, (iii) the fees and disbursements of the Company's
accountants and of the Trustee and its counsel, (iv) the qualification of the
Securities under securities laws in accordance with the provisions of Section
3(i), including filing fees and the reasonable fees and disbursements of
counsel in connection therewith and in connection with the preparation of any
Blue Sky Survey, (v) the printing and delivery to the Agents in quantities as
hereinabove stated of copies of the Registration Statement and all amendments
thereto, and of the Prospectus and any amendments or supplements thereto,
(vi) the printing and delivery to the Agents of copies of each Indenture and
any Blue Sky Survey and any Legal Investment Survey, (vii) any fees charged
by rating agencies for the rating of the Securities, and (viii) the fees and
expenses, if any, incurred with respect to any filing with the National
Association of Securities Dealers, Inc.
The Company shall also reimburse the Agents for the reasonable fees
and disbursements of counsel for the Agents, advertising expenses authorized
by the Company and other reasonable out-of-pocket expenses.
SECTION 5. Conditions of Obligations. The obligations of each
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Agent to purchase Securities as principal and to solicit offers to purchase
the Securities as agent of the Company will be
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subject to the accuracy of the representations and warranties on the part of
the Company herein, to the accuracy of the statements of the Company's
officers made in any certificate furnished pursuant to the provisions hereof,
to the performance and observance by the Company of all covenants and
agreements herein contained on its part to be performed and observed and to
the following additional conditions precedent:
(a) At Closing Time and at each Settlement Date (if required in
connection with the purchase of Securities by an Agent as principal), each
Agent (or, if an Agent is purchasing Securities as principal, such Agent)
shall have received:
(1) The opinion or opinions, dated as of such time, of Robert B.
Adams, Esq., Senior Vice President and Deputy General Counsel of the
Company, or other counsel satisfactory to the Agents receiving such
opinion, in form and substance satisfactory to such Agent, to the effect
that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, has the power and authority (corporate and
other) to own its properties and to conduct its business as
described in the Prospectus, as then amended and supplemented, and
is duly registered as a bank holding company under the Bank Holding
Company Act of 1956;
(ii) The Bank has been duly organized and is validly existing
as a national banking association in good standing under the laws
of the United States of America and has the power and authority
(corporate and other) to own its properties and to conduct
operations as a national banking association and in all material
respects to conduct its business as described in the Prospectus, as
then amended and supplemented;
(iii) All the outstanding shares of capital stock of the Bank
have been duly authorized and are validly issued and are owned by
the Company, free and clear of any perfected security interest and,
to the knowledge of such counsel, after due inquiry, any other
security interests, except as described in Section 1(a)(vi) above;
(iv) This Agreement and any applicable Delayed Delivery
Contracts have been duly authorized, executed and delivered by the
Company;
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(v) Each Indenture has been validly authorized by the Company
and duly executed and delivered by the Company; each Indenture has
been duly qualified under the 1939 Act and, assuming due
authorization, execution and delivery of each Indenture by the
applicable Trustee, constitutes a valid and binding instrument of
the Company, enforceable in accordance with its terms, except to
the extent that enforcement thereof may be limited by bankruptcy,
insolvency and other laws affecting creditors' rights generally and
by general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law;
and each Indenture conforms to the description thereof in the
Prospectus, as then amended and supplemented;
(vi) The Securities of any series established on or prior to
the date of such opinion have been validly authorized and, assuming
due authorization, execution and delivery of the applicable
Indenture, as then amended and supplemented, by the applicable
Trustee, each Security of such series, when the terms of such
Security have been established in accordance with such Indenture
and so as not to violate any relevant law or agreement and such
Security has been executed and authenticated in accordance with the
provisions of such Indenture and delivered against payment of the
consideration therefor in accordance with this Agreement or any
Delayed Delivery Contract, will constitute a valid and binding
obligation of the Company, except to the extent that enforcement of
such Security may be limited by bankruptcy, insolvency and other
laws affecting creditors' rights generally and by general
principles of equity regardless of whether such enforceability is
considered in a proceeding in equity or at law, and such Security
will be entitled to the benefits of such Indenture; and such
Security will conform to the description thereof in the Prospectus,
as then amended and supplemented;
(vii) No approval of any public regulatory body, state or
federal (except under state securities or blue sky statutes, as to
which such counsel need not express an opinion), other than those
approvals that have been obtained, is required for the valid
execution, delivery and performance by the Company of this
Agreement or any Delayed Delivery Contract;
(viii) The execution and delivery of this Agreement, the
execution, delivery and performance of any applicable Delayed
Delivery Contracts, each Indenture
14
<PAGE>
and Securities issued in accordance with each Indenture and this
Agreement or any Delayed Delivery Contract, and compliance by the
Company with the provisions of each Indenture and such Securities,
will not result in the creation or imposition of any lien, charge
or encumbrance upon any of the property or assets of the Company
pursuant to the terms of any agreement or instrument known to such
counsel to which the Company is a party or by which the Company is
bound, and will not result in a violation of the provisions of the
certificate of incorporation or by-laws of the Company, or any
existing applicable law, rule, regulation, judgment, order or
decree of any governmental instrumentality or court having
jurisdiction over the Company or any of its subsidiaries;
(ix) The Registration Statement has become effective under the
1933 Act and, to the best of such counsel's knowledge, no stop
order suspending the effectiveness of the Registration Statement
has been issued or if issued has not been lifted and no proceedings
for that purpose have been instituted or if instituted have not
been suspended or are pending or are contemplated under the 1933
Act; no order directed to any document incorporated by reference in
the Prospectus or any amendment or supplement thereto has been
issued or if issued remains in effect, and, to the best of the
knowledge of such counsel, no challenge has been made to the
accuracy or adequacy of any such document or if made has not been
withdrawn or satisfied; the Registration Statement and the
Prospectus (other than the financial statements and other financial
data included therein, as to which no opinion need be expressed),
in each case as then amended or supplemented, comply as to form in
all material respects with the requirements of the 1933 Act, the
1939 Act and the applicable regulations under each of those Acts;
the documents incorporated by reference in the Prospectus which
have been filed prior to the Closing Time or Settlement Date, as
the case may be (except that no opinion need be expressed as to the
financial statements and other financial data contained therein),
at the time of filing thereof complied as to form in all material
respects with the then applicable requirements of the 1934 Act and
the 1934 Act Regulations; and nothing has come to the attention of
such counsel that would lead him to believe either that such
Registration Statement, at the time it became effective, or if an
amendment to the Registration Statement or an annual report on Form
10-K has been filed by the Company with the Commission subsequent
to
15
<PAGE>
the effectiveness of the Registration Statement, then at the time
of the most recent such filing (other than the financial statements
and other financial data included in any such Registration
Statement, amendment or annual report, as to which no opinion need
be expressed), contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that the
Prospectus, as amended or supplemented at the Closing Time or the
Settlement Date, as the case may be (other than the financial
statements and other financial data included in such Prospectus, as
to which no opinion need be expressed), contains an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading;
(x) To the best of the knowledge of such counsel, there are
no contracts or other documents required to be filed as exhibits to
the Registration Statement by the 1933 Act or by the Regulations,
or which were required to be filed as exhibits to any document
incorporated by reference in the Prospectus by the 1934 Act or the
1934 Act Regulations which have not been so filed or so
incorporated by reference as exhibits thereto; the descriptions in
the Registration Statement and Prospectus, in each case as then
amended and supplemented, of the contracts and other documents
therein described and filed with the Registration Statement, as
then amended and supplemented, are accurate in all material
respects and fairly present the information required to be shown;
and to the best of the knowledge of such counsel there are no legal
or governmental proceedings pending or threatened against the
Company or any of its subsidiaries of a character required to be
disclosed in the Prospectus, as then amended and supplemented,
which have not been adequately disclosed therein; and
(xi) The statements made in the Prospectus, as then amended
and supplemented, under the captions "Description of Debt
Securities", "The Senior Securities", "The Subordinated
Securities", "Description of Notes", "Plan of Distribution", and
"Plan of Distribution of Notes", insofar as they purport to
summarize the provisions of documents or agreements specifically
referred to therein, fairly present the information called for with
respect thereto by Form S-3.
16
<PAGE>
In rendering such opinion such counsel shall be entitled to limit
the matters covered thereby to matters involving the laws of the United
States and the State of New York and the General Corporation Law of the
State of Delaware.
(2) The opinion or opinions of counsel to the Agents, relating to
the incorporation of the Company, the validity of the Securitiesq, the
Indentures, the Registration Statement, the Prospectus, this Agreement
and such other matters as the Agent or Agents receiving such opinion may
reasonably request.
(b) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus (or, in the case of any
agreement by an Agent to purchase Securities as principal, since the date of
such agreement), there shall not have occurred any material change in the
liabilities or obligations of the Company or the Bank or any material adverse
change in, or development materially and adversely affecting, the financial
position of the Company or the Bank; no stop order suspending the
effectiveness of the Registration Statement or of any part thereof shall have
been issued and not withdrawn and no proceedings for that purpose shall have
been instituted and not suspended or, to the knowledge of the Company or any
Agent, shall be contemplated by the Commission; and at Closing Time and at
each Settlement Date, each Agent (or, in the case of any agreement by an
Agent to purchase Securities as principal, such Agent) shall have received a
certificate of the Company's Executive Vice President and Chief Financial
Officer or Senior Vice President and Controller or Treasurer or a Vice
President assigned to the Controller's Department, dated as of the Closing
Time or the Settlement Date, in each case to the effect (i) that there has
been no such material adverse change, (ii) that the other representations and
warranties of the Company contained in Section 1 hereof are true and correct
with the same force and effect as though expressly made at and as of the date
of such certificate, (iii) that the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied at or
prior to the date of such certificate, and (iv) that no stop order suspending
the effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been initiated or threatened by the
Commission.
(c) At Closing Time and at each Settlement Date (if required in
connection with the purchase of Securities by an Agent as principal), each
Agent (or, if an Agent is purchasing Securities as principal, such Agent)
shall have received from Price Waterhouse or other independent public
accountants of the Company, a letter, dated as of the Closing Time or such
17
<PAGE>
Settlement Date in form and substance satisfactory to such Agent as agreed
upon between the Company and such Agent.
(d) At the Closing Time and at each Settlement Date, counsel for
the Agents shall have been furnished with such documents and opinions as they
may reasonably require for the purpose of enabling them to pass upon the
issuance and sale of the Securities as herein contemplated and related
proceedings, or in order to evidence the accuracy and completeness of any of
the representations and warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Securities as herein
contemplated shall be satisfactory in form and substance to the Agents and
their counsel.
The obligations of an Agent to purchase Securities as principal
will be subject to the provisions of Section 11 and the following further
condition: there shall not have come to the attention of the Agent obligated
to purchase such Securities any facts that would reasonably cause it to
believe that the Prospectus, at the time it was required to be delivered to a
purchaser of the Securities, contained an untrue statement of a material fact
or omitted to state a material fact necessary in order to make the statements
therein, in light of the circumstances existing at such time, not misleading.
If any condition specified in this Section shall not have been
fulfilled, this Agreement (or, at the option of an Agent, any applicable
agreement by such Agent to purchase Securities as principal) may be
terminated insofar as it applies to an Agent by notice to the Company at any
time at or prior to the Closing Time or applicable Settlement Date, and such
termination shall be without liability of any party to any other party,
except that the covenants set forth in Section 3(d) hereof, the provisions of
Section 4 hereof, the indemnity and contribution agreements set forth in
Sections 7 and 8 hereof, and the provisions of Sections 10 and 13 hereof
shall remain in effect.
SECTION 6. Additional Covenants of the Company. The Company
-----------------------------------
covenants and agrees that:
(a) Each acceptance by it of an offer for the purchase of
Securities (whether to an Agent as principal or through an Agent as
Agent) shall be deemed to be an affirmation that the representations and
warranties of the Company contained in this Agreement and in any
certificate theretofore delivered to the Agents pursuant hereto are true
and correct at the time of such acceptance or sale, as the case may be,
and an undertaking that such representations and warranties
18
<PAGE>
will be true and correct at the time of delivery to the purchaser or his
agent, or such Agent, as the case may be, of the relevant Securities as
though made at and as of each such time (and it is understood that such
representations and warranties shall relate to the Registration
Statement and the Prospectus as amended and supplemented to each such
time).
(b) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented (other than by an amendment or
supplement relating solely to the terms of Securities, or a change in
the principal amount of Securities to be sold, or similar changes) or
there is filed with the Commission any document incorporated by
reference into the Prospectus, or, if required in connection with the
purchase of Securities by an Agent as principal, the Company shall
furnish or cause to be furnished to the Agents (or, if such certificate
is being furnished in connection with the purchase of Securities by an
Agent as principal, to such Agent) forthwith a certificate in form
satisfactory to the Agents (or, if such certificate is being furnished
in connection with the purchase of Securities by an Agent as principal,
to such Agent) to the effect that the statements contained in the
certificates referred to in Section 5(b) hereof which were last
furnished to the Agents are true and correct at the time of such
amendment or supplement or filing or sale, as the case may be, as though
made at and as of such time (except that such statements shall be deemed
to relate to the Registration Statement and the Prospectus as amended
and supplemented to such time) or, in lieu of such certificate,
certificates of the same tenor as the certificates referred to in said
Section 5(b), modified as necessary to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of
delivery of such certificates; provided, however, that no such
certificate shall be required upon the filing of a Current Report on
Form 8-K (x) containing only information concerning quarterly earnings
which has been announced to the general public or (y) containing solely
exhibits relating to an offering of securities other than the
Securities;
(c) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented (other than by an amendment or
supplement relating solely to the terms of Securities, or a change in
the principal amount of Securities to be sold, or similar changes) or
there is filed with the Commission any document incorporated by
reference into the Prospectus (except for a filing of a Current Report
on Form 8-K (x) containing only information concerning quarterly
earnings which has been announced to the general
19
<PAGE>
public or (y) containing solely exhibits relating to an offering of
securities other than the Securities) or, if required in connection with
the purchase of Securities by an Agent as principal, the Company shall
furnish or cause to be furnished forthwith to the Agents (or, if such
certificate is being furnished in connection with the purchase of
Securities by an Agent as principal, to such Agent) and the counsel for
the Agents a written opinion of Robert B. Adams, Esq., Senior Vice
President and Deputy General Counsel of the Company, or other counsel
satisfactory to the Agents receiving such opinion, dated the date of
delivery of such opinion, in form satisfactory to the Agents receiving
such opinion, of the same tenor as the opinion referred to in Section
5(a)(1) hereof but modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of
delivery of such opinion or, in lieu of such opinion, counsel last
furnishing such opinion to the Agents shall furnish to the Agent or
Agents entitled to receive such opinion a letter to the effect that such
Agent may rely on such last opinion to the same extent as though it was
dated the date of such letter authorizing reliance (except that
statements in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such letter authorizing reliance); and
(d) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented to include additional financial
information or there is filed with the Commission any document
incorporated by reference into the Prospectus which contains additional
financial information (except for a filing of a Current Report on Form
8-K (x) containing only information concerning quarterly earnings which
has been announced to the general public or (y) containing solely
exhibits relating to an offering of securities other than the
Securities) or, if required in connection with the purchase of
Securities by an Agent as principal, the Company shall cause Price
Waterhouse or other independent public accountants of the Company
forthwith to furnish the Agents (or, if such letter is being furnished
in connection with the purchase of Securities by an Agent as principal,
to such Agent) a letter, dated the date of filing of such amendment,
supplement or document with the Commission, or the date of such sale, as
the case may be, in form satisfactory to the Agent or Agents entitled to
receive such letter, of the same tenor as the letter referred to in
Section 5(c) hereof but modified to relate to the Registration Statement
and Prospectus, as amended and supplemented to the date of such letter;
provided, however, that if the Registration Statement or the Prospectus
is amended or supplemented solely to include financial information as of
and for a fiscal quarter, Price Waterhouse or such other accountants may
limit the scope of such letter
20
<PAGE>
to the unaudited financial statements included in such amendment or
supplement.
SECTION 7. Indemnification. (a) The Company agrees to indemnify
---------------
and hold harmless each Agent and each person, if any, who controls an Agent
within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or
any amendment thereto), or the omission or alleged omission therefrom of
a material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement
or alleged untrue statement of a material fact contained in the
Prospectus (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in light of the circumstances under which they
were made, not misleading, unless such untrue statement or omission was
made in reliance upon and in conformity with written information
furnished to the Company by such Agent expressly for use in the
Registration Statement (or any amendment thereto) or the Prospectus (or
any amendment or supplement thereto);
(ii) against any and all loss, liability, claim, damage and expense
whatsoever to the extent of the aggregate amount paid in settlement of
any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged
untrue statement or omission (except as made in reliance upon and in
conformity with information furnished by such Agent as aforesaid) if
such settlement is effected with the written consent of the Company; and
(iii) against any and all expense whatsoever (including the fees and
disbursements of counsel chosen by such Agent) reasonably incurred in
investigating, preparing or defending against any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission or any such alleged untrue statement or
omission (except as made in reliance upon and in conformity with
information furnished by such Agent as aforesaid), to the extent that
any such expense is not paid under (i) or (ii) above.
21
<PAGE>
(b) Each Agent agrees to indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement,
and each person, if any, who controls the Company within the meaning of
Section 15 of the 1933 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this
Section, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with written information furnished to the
Company by such Agent expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement
thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. An indemnifying party may
participate at its own expense in the defense of such action. In no event
shall the indemnifying parties be liable for the fees and expenses of more
than one counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances; provided,
however, that when more than one Agent is an indemnified party, each Agent
shall be entitled to separate counsel in each such jurisdiction to the extent
such Agent may have interests conflicting with those of another Agent because
of the participation of one Agent in a transaction hereunder in which another
Agent did not participate.
(d) Any amounts to be paid an indemnified party by an indemnifying
party pursuant to this Section 7 for losses, liabilities, claims, damages and
other expenses shall be paid as incurred; provided, however, that amounts so
paid shall be returned to the indemnifying party in the event that it is
ultimately determined that the indemnified party was not entitled to such
payment.
SECTION 8. Contribution. In order to provide for just and
------------
equitable contribution in circumstances in which the indemnity agreement
provided for in Section 7 is for any reason held to be unavailable to an
Agent other than in accordance with its terms, the Company and such Agent
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity agreement incurred by
the Company and such Agent with respect to Securities sold to or through such
Agent in such proportions that such Agent is responsible for that portion
represented by the percentage that
22
<PAGE>
the total commissions and underwriting discounts received by such Agent to
the date of such liability bears to the total sales price received by the
Company from the sale of Securities made to or through such Agent to the date
of such liability, and the Company is responsible for the balance. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if an Agent failed to give the notice required
under Section 7(c), then the Company and the Agent involved shall contribute
to such aggregate losses, liabilities, claims, damages and expenses in such
proportion as is appropriate to reflect not only the percentage described in
the immediately preceding sentence but also the relative fault of the Company
and such Agent in connection with the statements or omissions which resulted
in such liabilities, claims, damages and expenses, as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or such Agent
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company
and the Agents agree that it would not be just and equitable if contributions
pursuant to this Section 8 were determined pro rata (even if the Agents were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in
this Section 8. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled under this
Section 8 to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person, if
any, who controls an Agent within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as such Agent, and each director
of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as the Company. Any amounts to be paid a party pursuant to this
Section 8 for losses, liabilities, claims, damages and other expenses shall
be paid as incurred; provided, however, that amounts so paid shall be
returned to the paying party in the event that it is ultimately determined
that the party that received payment was not entitled to such payment.
SECTION 9. Status of the Agents. In the event the Company and an
--------------------
Agent agree that an Agent shall act as agent of the Company in soliciting
purchases of the Securities from the Company, any such Agent shall be acting
solely as agent for the Company and not as principal. Each Agent will make
reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Securities from the Company has
23
<PAGE>
been solicited or received by such Agent and accepted by the Company but such
Agent shall not have any liability to the Company in the event any such
purchase is not consummated for any reason.
Nothing herein contained shall constitute the Agents an
association, joint venture or partnership, with the Company or with each
other, or, except as expressly provided in Section 14 hereof with respect to
purchases of Securities as principal by more than one Agent, render any Agent
liable for the obligation of any other Agent to purchase Securities from the
Company.
SECTION 10. Representations, Warranties and Agreements to
---------------------------------------------
Survive Delivery. All representations, warranties and agreements contained
- ----------------
in this Agreement, or contained in certificates of officers of the Company
submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of the Agents or
any controlling person, or by or on behalf of the Company, and shall survive
each delivery of and payment for any of the Securities.
SECTION 11. Termination. This Agreement (excluding any agreement
-----------
hereunder by an Agent to purchase Securities as principal) may be terminated
with respect to the participation of any party hereto for any reason at any
time by such party upon the giving of 30 days' written notice of such
termination to the other parties hereto. An Agent may also terminate any
agreement hereunder by such Agent to purchase Securities as principal,
immediately upon notice to the Company, at any time prior to the Settlement
Date relating thereto (i) if there has been in the reasonable judgement of
such Agent after consultation with the Company, since the respective dates as
of which information is given in the Registration Statement, except as set
forth in or contemplated by the Registration Statement or Prospectus as of
the date of such agreement, any material change in the liabilities or
obligations of the Company or the Bank or any material adverse change in, or
development materially and adversely affecting, the financial position of the
Company or the Bank, (ii) if there has occurred any outbreak or escalation of
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in such Agent's judgment,
impracticable to market the Securities or enforce contracts for the sale of
the Securities, (iii) if trading in any securities of the Company has been
suspended by the Commission or a national securities exchange, or if trading
generally on the New York Stock Exchange has been suspended, or minimum or
maximum prices for trading have been fixed, or maximum ranges for prices for
securities have been required, by either of said exchanges or by order of the
Commission or any other governmental authority, or if a banking moratorium
has been
24
<PAGE>
declared by either Federal or New York authorities, or (iv) if the rating
assigned by Moody's Investors Service, Inc. or Standard and Poor's Ratings
Group to any debt securities of the Company as of the time of any agreement
by an Agent to purchase Securities as principal shall have been lowered since
that time or if any such rating agency shall have publicly announced that it
has placed any debt securities of the Company on what is commonly termed a
"watch list" for possible downgrading. In the event of any such termination
by any party hereto, no other party will have any liability to such party and
such party will not have any liability to any other party hereto, except that
(i) in the case of a termination pursuant to the first sentence of this
Section 11, the Agents shall be entitled to any commissions earned in
accordance with the third paragraph of Section 2(b) hereof, (ii) if at the
time of termination (A) the Agents shall own any of the Securities with the
intention of reselling them or (B) an offer to purchase any of the Securities
has been accepted by the Company but the time of delivery to the purchaser or
his agent of the Securities or Securities relating thereto has not occurred,
the covenants set forth in Sections 3 and 6 hereof shall remain in effect
until such Securities are so resold or delivered, as the case may be, and
(iii) the covenant set forth in Section 3(d) hereof, the provisions of
Section 4 hereof, the indemnity agreement set forth in Section 7 hereof, the
contribution agreement set forth in Section 8 hereof, and the provisions of
Sections 10 and 13 hereof shall remain in effect.
SECTION 12. Notices. All notices and other communications
-------
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication. Notices to
the Company shall be directed to it at 1 Chase Manhattan Plaza, New York, New
York 10081, Attention of the Secretary, with copies to Arjun K. Mathrani,
Executive Vice President and Chief Financial Officer, at the same address;
notices to Chase Securities, Inc., shall be directed to it at 1 Chase
Manhattan Plaza, 35th Floor, New York, NY 10081 Attention: MTN Department
and to Smith Barney Inc. at 1345 Avenue of the Americas, 46th Floor, New
York, NY 10105 Attention: Frank W. Hamilton III, Continuously Offered
Products Group, or, in the case of any party, to such other address or person
as such party shall specify to each other party by a notice given in
accordance with the provisions of this Section 12.
SECTION 13. Parties. This Agreement shall inure to the benefit
-------
of and be binding upon the Agents and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons
and officers and directors referred to in Sections 7 and 8 and their
25
<PAGE>
heirs and legal representatives, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the parties hereto and
their respective successors and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Securities shall be
deemed to be a successor by reason merely of such purchase.
SECTION 14. Default by an Agent Purchasing Securities as
--------------------------------------------
Principal. If any Agent or Agents purchasing Securities as principal
- ---------
hereunder shall fail to purchase and pay for any of the Securities agreed in
such transaction to be purchased by such Agent or Agents, and such failure to
purchase shall constitute a default in the performance of its or their
obligations to purchase such Securities in such transaction, then: (a) if the
aggregate principal amount of Securities which the defaulting Agent or Agents
agreed but failed to purchase as principal does not exceed 10% of the
aggregate principal amount of Securities agreed to be purchased in such
transaction by all Agents, the Company shall have the right to require each
nondefaulting Agent to purchase at the applicable Settlement Date the
aggregate principal amount of Securities which such Agent agreed to purchase
as principal in such transaction, and, in addition, to require each
nondefaulting Agent to purchase its pro rata proportion of the Securities
(based on the aggregate principal amount of Securities such nondefaulting
Agent agreed to purchase as principal in such transaction) originally agreed
to be purchased by such defaulting Agent or Agents; but nothing herein shall
relieve a defaulting Agent of its liability, if any, to the Company and any
nondefaulting Agent for its default hereunder; or (b) if the aggregate
principal amount of Securities which the defaulting Agent or Agents agreed
but failed to purchase as principal exceeds 10% of the aggregate principal
amount of Securities agreed to be purchased in such transaction by all
Agents, or if the Company shall not exercise the right described in clause
(a) above to require nondefaulting Agents to purchase Securities of a
defaulting Agent or Agents, the nondefaulting Agent or Agents shall have the
right to purchase all, but shall not be under any obligation to purchase any,
of the Securities agreed by the Agents to be purchased as principal in such
transaction, and if such nondefaulting Agent or Agents do not purchase all
such Securities, the applicable agreement to purchase such Securities as
principal shall terminate without liability to any nondefaulting Agent or the
Company, except for the indemnity and contribution agreements in Sections 7
and 8 hereof and the expense provisions provided in Section 4 hereof; but
nothing herein shall relieve a defaulting Agent of its
26
<PAGE>
liability, if any, to the Company and any nondefaulting Agent for its default
hereunder.
In the event of a default by any Agent as set forth in this Section
14, the Settlement Date with respect to such purchase of Securities as
principal shall be postponed for such period, not exceeding seven days, as
the lead nondefaulting Agent or, if no Agent is the lead nondefaulting Agent,
the nondefaulting Agent or Agents, shall determine in order that the required
changes in the Registration Statement and the Prospectus or Pricing
Supplement or in any other document or arrangements may be effected.
SECTION 15. Governing Law. This Agreement and the rights and
-------------
obligations of the parties created hereby shall be governed by the laws of
the State of New York.
27
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between you and the Company in accordance with its terms.
Very truly yours,
THE CHASE MANHATTAN CORPORATION
By: /s/ Deborah L. Duncan
_____________________________
Name: Deborah L. Duncan
Title: Executive Vice President and
Treasurer
CONFIRMED AND ACCEPTED, as of the
date first above written:
SMITH BARNEY INC.
By: /s/ Frank W. Hamilton, III
______________________________
Name: Frank W. Hamilton, III
Title: Director
CHASE SECURITIES, INC.
By: /s/ Louis P. DeCaro
______________________________
Name: Louis P. DeCaro
Title: Managing Director
28
<PAGE>
SCHEDULE A
Commission Rates
(as a percentage of
Maturity Range principal amount)
- -------------- -------------------
More than 9 months up to 1 year .20%
In excess of 1 year up to 2 years .40
In excess of 2 years up to 3 years .60
In excess of 3 years up to 4 years .75
In excess of 4 years up to 5 years 1.00
In excess of 5 years up to 6 years 1.50
In excess of 6 years up to 7 years 2.00
In excess of 7 years up to 10 years 2.25
In excess of 10 years up to 15 years 2.50
In excess of 15 years up to 20 years 2.75
In excess of 20 years up to 30 years 3.00
More than 30 years To be negotiated between
the Agent and the Company
at the time of such sale.
29
<PAGE>
EXHIBIT A
The following terms, if applicable, shall be agreed to by the Agent and
the Company in connection with each sale of Securities:
Principal Amount: $_____________
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Spread or Spread Multiplier, if any:
Interest Rate Reset Month(s):
Interest Payment Month(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Furrowed:
Interest Payment Period:
Interest Payment Date:
Calculation Agent:
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
Date of Maturity:
Purchase Price: ____%
Settlement Date and Time:
Currency of Denomination:
Denominations (if currency is other than
U.S. dollar):
Currency of Payment:
Additional Terms:
Exceptions, if any, to Section 3(k) of
Distribution Agreement:
(Stand-off provision is applicable to
Securities.) (Stand-off provision is
inapplicable to Securities.)
(Describe other exceptions, if any)
(The following documents referred to in the
Distribution Agreement shall be delivered as a
condition to settlement:
A-1
<PAGE>
(Officer's Certificates pursuant to
Section 6(b).)
Legal Opinion pursuant to
Section 6(c).)
Comfort Letter pursuant to
Section 6(d).))
A-2
<PAGE>
EXHIBIT B
(Three copies of this Delayed Delivery Contract should be signed
and returned to the address shown below so as to arrive not later than __:00
A.M., New York time, on
________________________, 19__.)
DELAYED DELIVERY CONTRACT
-------------------------
(Insert date of offering
of Securities to be sold)
THE CHASE MANHATTAN CORPORATION
c/o (Insert name and address
of Agent)
Attention:
Gentlemen:
The undersigned hereby agrees to purchase from The Chase Manhattan
Corporation, a Delaware corporation (the "Company"), and the Company agrees
to sell to the undersigned, as of the date hereof, for delivery on
_______________ (the "Delivery Date"), $______________ principal amount of
the Company's ___________________ (hereinafter called "Securities"), offered
by the Company's Prospectus relating thereto, receipt of a copy of which is
hereby acknowledged, at _______% of the principal amount thereof plus accrued
interest, if any, and on the further terms and conditions set forth in this
Delayed Delivery Contract ("Contract").
Payment for the Securities which the undersigned has agreed to
purchase for delivery on the Delivery Date shall be made to the Company or
its order in immediately available funds in New York, New York, at 10:00
A.M., New York City time, at the offices of the Company, 1 Chase Manhattan
Plaza, New York, New York 10081, on the Delivery Date upon delivery to the
undersigned of the Securities to be purchased by the undersigned in
definitive form and in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed
to the Company not less than five full business days prior to the Delivery
Date.
It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the
B-1
<PAGE>
undersigned; that the purchase hereunder of Securities is to be regarded in
all respects as a purchase as of the date of this Contract; that the
obligation of the Company to make delivery of and accept payment for, and the
obligation of the undersigned to take delivery of and make payment for,
Securities on the Delivery Date shall be subject only to the condition that
investment in the Securities shall not at the Delivery Date be prohibited
under the laws of any jurisdiction in the United States to which the
undersigned is subject.
The undersigned represents that its investment in such Securities
is not, as of the date hereof, prohibited under the laws of any jurisdiction
to which the undersigned is subject and which govern such investment.
Promptly after receipt of a request therefor from the undersigned,
the Company will mail or deliver to the undersigned at its address set forth
below a copy of the opinion of counsel for the Company delivered to the
Company's agents in connection with the offering of the Securities to the
public through such events.
This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
This Contract may be executed by either of the parties hereto in
any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same
instrument.
It is understood that the acceptance of any such Contract
(including this Contract) is in the Company's sole discretion and, without
limiting the foregoing, need not be on a first-come, first-served basis. If
this Contract is acceptable to the Company, it is requested that the Company
sign the form of acceptance below and mail or deliver one of the counterparts
B-2
<PAGE>
hereof to the undersigned at its address set forth below. This will become a
binding contract between the Company and the undersigned when such
counterpart is so mailed or delivered.
Yours very truly,
______________________________
(Name of Buyer)
By____________________________
______________________________
(Name and Title of Signatory)
______________________________
______________________________
(Address of Buyer)
Accepted, as of the date
first above written
THE CHASE MANHATTAN CORPORATION
By: _____________________________
Name:
Title:
ALF01C0E
B-3
<PAGE>
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET
FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
ISIN:
CUSIP:
REGISTERED REGISTERED
No. FLR $
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES C
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ ____________________ _____________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
____________________ ____________________ _____________________
SPREAD: INITIAL INTEREST RATE INTEREST RATE RESET
RESET DATE: DATES:
____________________ ____________________ ____________________
SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: MAXIMUM INTEREST RATE:
____________________ ____________________ ____________________
1
<PAGE>
INITIAL REDEMPTION MINIMUM INTEREST RATE: ANNUAL REDEMPTION
PERCENTAGE: PERCENTAGE REDUCTION:
____________________ ____________________ _____________________
HOLDER'S OPTIONAL CALCULATION AGENT: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
____________________ ____________________ ____________________
INITIAL SHORT ACCRUAL TOTAL AMOUNT OF OID: LISTING ON LUXEMBOURG
PERIOD OID: STOCK EXCHANGE:
___________________ ___________________ Yes / / No / /
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR
PAGE:
___________________ Yes / / No / / Reuters / /
Telerate / /
DESIGNATED CMT INDEX CURRENCY: OTHER PROVISIONS:
TELERATE PAGE:
___________________ ___________________ ____________________
The Chase Manhattan Corporation, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to
,
or registered assigns, the principal sum of
DOLLARS
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon at a
rate per annum equal to the Initial Interest Rate specified above until the
Initial Interest Rate Reset Date specified above and thereafter at a rate
determined in accordance with the provisions set forth below, depending upon
the Interest Rate Basis specified above, until the principal hereof is paid
or duly made available for payment. The Company will pay interest on
Interest Payment Dates specified above, commencing with the first Interest
Payment Date next succeeding the Original Issue Date specified above, and on
the Stated Maturity Date (or any Redemption Date as defined below or any
Holder's Optional Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date, Redemption Date and Holder's
Optional Repayment Date being hereinafter referred to as a "Maturity Date"
with respect to the principal repayable on such
2
<PAGE>
date); provided, however, that if the Original Issue Date occurs between a
-------- --------
Regular Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date, to the registered holder of
this Note on the Regular Record Date with respect to such Interest Payment
Date; and provided, further, that if an Interest Payment Date (other than an
--------- --------
Interest Payment Date that occurs on any Maturity Date) would fall on a day
that is not a Business Day, as defined below, such Interest Payment Date
shall be the next day that is a Business Day, except in the case that the
Interest Rate Basis is LIBOR or LIBID, if such next Business Day falls in the
next succeeding calendar month, such Interest Payment Date will be the next
preceding day that is a Business Day. If any Maturity Date of this Note
should fall on a day that is not a Business Day, the payment of interest,
principal or premium, if any, due on such date shall be made on the next day
that is a Business Day and no additional interest on such amounts shall
accrue from such Maturity Date to and including the date on which any such
payment is required to be made. Interest payable on this Note on any
Interest Payment Date will include interest accrued from the Original Issue
Date, or the most recent date for which interest has been paid or duly
provided for, to, but excluding, such Interest Payment Date or the Maturity
Date, as the case may be. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions, be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to an Interest Payment Date (whether or not a Business
Day) (the "Regular Record Date"); provided, however, that interest payable
-------- -------
on any Maturity Date will be payable to the Person to whom the principal
hereof shall be payable. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or
one or more Predecessor Notes) 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 (referred to below), notice whereof shall be given to the Holder
of this Note not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner, all as more fully provided in
the Indenture (referred to below).
Payment of the principal of, premium, if any, and interest due on this
Note will be made in immediately available funds at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, or at its offices at Woolgate House, Coleman Street, London EC2P
2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue
Plaetis, L-2338 Luxembourg, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment
3
<PAGE>
of public and private debts; provided, however, that payment of interest on
-------- -------
any Interest Payment Date other than the Maturity Date may be made at the
option of the Company by check mailed to the address of Person entitled
thereto as such address shall appear in the Security Register. A Holder of
not less than $10,000,000 aggregate principal amount of the Senior
Medium-Term Notes having the same Interest Payment Dates may by written
notice to the Paying and Authenticating Agent (referred to below) at its
principal corporate trust office in The City of New York or at its offices at
Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or at such
other address as the Company shall give notice in writing) on or before the
Regular Record Date preceding an Interest Payment Date, arrange to have the
interest payable on all Senior Medium-Term Notes held by such Holder on such
Interest Payment Date, and all subsequent Interest Payment Dates until
written notice to the contrary is given to the Paying and Authenticating
Agent, made by wire transfer of immediately available funds to a designated
account maintained at a bank in The City of New York or at its offices at
Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or other
bank consented to by the Company) as the holder of such Senior Medium-Term
Notes shall have designated; provided that such bank has appropriate
facilities therefor.
This Senior Medium-Term Note, Series C is one of a duly authorized
series of Senior Debt Securities (hereinafter called the "Securities") of the
Company issued and to be issued under an Indenture dated as of July 1, 1986,
as supplemented by a First Supplemental Indenture, dated as of November 1,
1990 and as further supplemented by a Second Supplemental Indenture, dated as
of May 1, 1991 (as supplemented, the "Indenture") between the Company and
Bankers Trust Company, as Trustee (herein called 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 thereunder of the Company, the Trustee and the
Holders of the Senior Medium-Term Notes, Series C (the "Senior Medium-Term
Notes" or the "Notes") and the terms upon which the Senior Medium-Term Notes
are, and are to be, authenticated and delivered. The Chase Manhattan Bank,
N.A., acting through its corporate trust offices in The City of New York and
at Woolgate House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank
Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying
agents for the payment of interest and principal of the Senior Medium-Term
Notes (each, a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting
through its corporate trust offices in The City of New York and in London is
the authenticating agent for the Senior Medium-Term Notes (the "Paying and
Authenticating Agent"). The Senior Medium-Term Notes may bear different
Original Issue Dates,
4
<PAGE>
mature at different times, bear interest at different rates and vary in such
other ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder on the
Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's
Optional Repayment Dates are set forth above, this Note may not be so repaid
at the option of the Holder hereof prior to the Stated Maturity Date. On any
Holder's Optional Repayment Date, this Note shall be repayable in whole or in
part in increments of $1,000 (provided that any remaining principal hereof
shall be at least $1,000) at the option of the Holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this Note to be
repaid in whole or in part at the option of the Holder hereof, this Note must
be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal corporate
trust office of The Chase Manhattan Bank, N.A. in The City of New York or at
its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the
offices of Chase Manhattan Bank Luxembourg, S.A., 5 Rue Plaetis, L-2338,
Luxembourg, or such other address which the Company shall from time to time
notify the Holders of the Senior Medium-Term Notes, not more than 60 nor less
than 30 days prior to a Holder's Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any date on
and after the Initial Redemption Date, if any, specified above (the
"Redemption Date"), except as provided in the next succeeding paragraph. If
no Initial Redemption Date is set forth above, this Note may not be redeemed
at the option of the Company prior to the Stated Maturity Date, except in the
event the Company is required to pay any Additional Amounts (as defined
below) with respect to the payment of principal and interest on this Note.
On and after the Initial Redemption Date, if any, this Note may be redeemed
at any time in whole or from time to time in part in increments of $1,000
(provided that any remaining principal hereof shall be at least $1,000) at
the option of the Company at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption Date, on
notice given to the Holder not more than 60 nor less than 30 days prior to
the Redemption Date. In the event of redemption of this Note in part only, a
new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise indicated on the face hereof, this Note will be subject
to redemption as a whole but not in part at the option of the Company, at a
redemption price equal to the principal
5
<PAGE>
amount hereof (or if this Note is an Original Issue Discount Note at the
Amortized Face Amount (as defined below)) together with accrued and unpaid
interest, if any, to the date fixed for redemption, upon notice as described
below, if the Company determines that as a result of any change in or
amendment to the laws (or any regulations or rulings promulgated thereunder)
of the United States or of any political subdivision or taxing authority
thereof or therein affecting taxation, or any change in the application or
official interpretation of such laws, regulations or rulings, which change or
amendment becomes effective on or after the date hereof, the Company has or
will become obligated to pay Additional Amounts (as hereinafter defined) with
respect to this Note as described below; provided that no such notice
--------
of redemption shall be given earlier than 90 days prior to the earliest date
on which the Company would be obliged to pay such Additional Amounts were a
payment in respect of this Note then due. The Company will make its
determination with respect to redemption as soon as practicable after it
becomes aware of an event that might give rise to such a determination, such
determination to be evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to redeem this
Note, the Trustee will give notice to the Holder hereof within 15 days after
the date the Trustee is notified of the Company's election to redeem this
Note or make additional payments as described above. Such notice will state
the nature of the Company's election, the reasons for and the nature of such
determination and the last day by which redemption may be made.
The Company will, subject to the limitations and exceptions set forth
below, pay to the holder on behalf of an owner of a beneficial interest (an
"Owner") in this Note who is a United States Alien (as hereinafter defined)
such additional amounts (the "Additional Amounts") as may be necessary so
that every net payment to such Owner of principal and premium, if any, and
interest, if any, on this Note, after deduction or withholding for or on
account of any present or future tax, assessment of other governmental charge
imposed upon such Owner, or by reason of the making of such net or additional
payment, by the United States, or any political subdivision or taxing
authority thereof or therein, will not be less than the amount provided for
in this Note to be then due and payable. However, the Company shall not be
required to make any such payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or former
connection between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such Owner, if such Owner
is an estate or a trust, or between a member or shareholder of such
Owner, if
6
<PAGE>
such Owner is a partnership or corporation) and the United States,
including, without limitation, such Owner (or such fiduciary, settlor,
beneficiary, possessor, member or shareholder) being or having been a
citizen or resident or treated as a resident thereof, or being or having
been engaged in a trade or business or present therein, or having or
having had a permanent establishment therein, or (ii) the presentation
of this Note for payment on a date more than 15 days after the date on
which such payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private
foundation or other tax exempt organization or a domestic or foreign
personal holding company with respect to the United States, (ii) as a
corporation that accumulates earnings to avoid United States income
taxes, (iii) as a controlled foreign corporation with respect to the
United States, (iv) as the owner, actually or constructively, of 10% or
more of the total combined voting power of all classes of stock of the
Company entitled to vote, or (v) as a bank that acquires a Note as an
extension of credit made pursuant to a loan agreement entered into in
the ordinary course of its trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Note;
(5) any tax, assessment or other governmental charge that would
not have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements concerning
the nationality, residence, identity or connection with the United
States of the holder or Owner of this Note if, without regard to any tax
treaty, such compliance is required by statute or regulation of the
United States as a precondition to relief or exemption from such tax,
assessment or other governmental charge;
(6) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from a payment on this Note, if such
payment can be made without such withholding by any other Paying Agent
of the Company outside the United States;
7
<PAGE>
(7) any tax, assessment or other governmental charge that would
not have been so imposed but for the Owner being or having been a person
within a country with respect to which the United States Treasury
Department has determined under Sections 871(h)(5) and 881(c)(5) of the
Internal Revenue Code of 1986, as amended (the "Code"), on or before the
Original Issue Date specified above that payments of interest to persons
within such country are not subject to the repeal of the United States
withholding tax provided for in Sections 871(h) and 881(c) of the Code;
or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of any Owner who
is a fiduciary or partnership or other than the sole Owner of this Note to
the extent that a beneficiary or settlor with respect to such fiduciary, a
member of such partnership or the Owner would not have been entitled to
payment of the Additional Amount had such beneficiary, settlor, member or
Owner been the sole Owner of this Note. The term "United States Alien" means
any person who, for United States federal income tax purposes, is a foreign
corporation, a nonresident alien individual, a nonresident alien fiduciary of
a foreign estate or trust, or a foreign partnership one or more of the
members of which is, for United States federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary
of a foreign estate or trust.
Except as specifically provided above, the Company will not be required
to make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to redemption as
provided above will be mailed first class mail, postage prepaid, to the
holders' addresses listed in the register maintained by the Registrar not
more than 60 nor less than 30 days prior to the Redemption Date.
If this Note is redeemable at the option of the Company (other than as a
result of the Company being obliged to pay Additional Amounts as provided
above), the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date
by the Annual Redemption Percentage Reduction, if any, specified above, of
the principal amount to be redeemed until the Redemption Price is 100% of
such principal amount.
8
<PAGE>
Accrued interest hereon shall be an amount calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each
day from the Original Issue Date or from the day succeeding the last date for
which interest shall have been paid, as the case may be, to the date for
which accrued interest is being calculated. The interest factor for each
such day shall be computed by dividing the interest rate applicable to such
day by 360 or, in the case of Senior Medium-Term Notes having the Treasury
Rate as their Interest Rate Basis, by the actual number of days in the year.
Except as described below, this Note will bear interest at the rate
determined by reference to the Interest Rate Basis specified above (i) plus
or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier,
if any, specified above. The interest rate in effect on each day shall be
(a) if such day is an Interest Rate Reset Date, the interest rate with
respect to the Interest Determination Date (as defined below) pertaining to
such Interest Rate Reset Date or (b) if such day is not an Interest Rate
Reset Date, the interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Rate Reset Date, provided that the
interest rate in effect from the Original Issue Date to the Initial Interest
Rate Reset Date shall be the Initial Interest Rate specified above. If any
Interest Rate Reset Date would otherwise be a day that is not a Business Day,
such Interest Rate Reset Date shall be postponed to the next day that is a
Business Day, except that if the Interest Rate Basis specified above is LIBID
or LIBOR, if such Business Day is in the next succeeding calendar month, such
Interest Rate Reset Date shall be the immediately preceding Business Day.
The Interest Determination Date with respect to the Certificate of
Deposit Rate (the "CD Rate"), CMT Rate, Commercial Paper Rate, Federal Funds
Rate and Prime Rate will be the second Business Day preceding the Interest
Rate Reset Date. The Interest Determination Date with respect to LIBID or
LIBOR shall be the second London Banking Day (as defined below) preceding an
Interest Rate Reset Date. The Interest Determination Date with respect to
the Treasury Rate shall be the day of the week in which such Interest Rate
Reset Date falls on which Treasury bills normally would be auctioned;
provided, however, that if as a result of a legal holiday an auction is held
- -------- -------
on the Friday of the week preceding the Interest Rate Reset Date, the related
Interest Determination Date shall be such preceding Friday; and provided,
--------
further, that if an auction shall fall on any Interest Rate Reset Date then
- -------
the Interest Rate Reset Date shall instead be the first Business Day
following such auction.
9
<PAGE>
The "Calculation Date" pertaining to any Interest Determination Date
shall 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 preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.
All percentages resulting from any calculation on the Senior Medium-Term
Notes will be rounded, if necessary, to the nearest one hundred-thousandth of
a percentage point, with five one-millionths of a percentage point rounded
upward, and all dollar amounts used in or resulting from such calculation on
the Senior Medium-Term Notes will be rounded to the nearest cent (with
one-half cent being rounded upward).
As used herein, "Business Day" means (i) any day other than a Saturday,
Sunday, legal holiday or other day on which banking institutions in The City
of New York are authorized or required by law, regulation or executive order
to close, or (ii) in the case where the Interest Rate Basis is LIBID or
LIBOR, any day other than a Saturday, Sunday, legal holiday or other day on
which banking institutions in the City of London are authorized or required
by law, regulation or executive order to close, or on which dealings in
deposits in the Index Currency (as defined below) are not transacted in the
London interbank market (a "London Banking Day").
Determination of CD Rate. CD Rate means, with respect to any Interest
------------------------
Determination Date (a "CD Interest Determination Date"), the rate on such day
for negotiable certificates of deposit having the Index Maturity specified
above 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 so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such CD Interest Determination Date, the CD Rate will be the
rate on such CD Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified above as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30
P.M. quotations for U.S. Government Securities" ("Composite Quotations")
under the heading "Certificates of Deposit". If such rate is not published
in either H.15(519) or the Composite Quotations by 3:00 P.M., New York City
time, on such Calculation Date, then the CD Rate on such CD Interest
Determination Date will be calculated by the Calculation Agent 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 Interest Determination Date, of three leading
nonbank dealers in negotiable U.S. dollar certificates of deposit in The City
of New York selected by the Calculation Agent, after consultation with the
Company, for negotiable certificates of deposit of major United States money
center banks (in the
10
<PAGE>
market for negotiable certificates of deposit) with a remaining maturity
closest to the Index Maturity specified above in denominations of $5,000,000;
provided, however, that if the dealers selected as aforesaid by the
- -------- -------
Calculation Agent are not quoting as set forth above, the CD Rate will be the
CD Rate in effect on such CD Interest Determination Date.
Determination of CMT Rate. The CMT Rate means, with respect to any
-------------------------
Interest Determination Date (a "CMT Rate Interest Determination Date"), 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 week, or the month, as
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 if not displayed by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such CMT Rate Interest Determination
Date, then the CMT Rate shall be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or if not published 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 (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Rate Reset Date as may then
be published by either the Board of Governors of the Federal Reserve System
or the United State Department of the Treasury that the Calculation Agent,
after consultation with the Company, determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not published by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for 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 the 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 selected by the Calculation Agent, after consultation with the Company,
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate
obligations
11
<PAGE>
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 cannot obtain three such Treasury Note quotations,
the CMT Rate for 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 the 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 $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 selected by the
Calculation Agent are not quoting as described herein, the CMT Rate 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 third preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury Note with the shorter remaining
term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated on the face hereof (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 on the face hereof, 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 U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20, or 30 years)
having the Index Maturity specified on the face hereof with respect to which
the CMT Rate will be calculated. If no such Index Maturity is specified on
the face hereof, the Designated CMT Maturity Index shall be 2 years.
Determination of Commercial Paper Rate. The Commercial Paper Rate
--------------------------------------
means, with respect to any Interest Determination Date (a "Commercial Paper
Interest Determination Date"), the Money Market Yield (as defined below) on
such date of the rate for commercial
12
<PAGE>
paper having the Index Maturity specified above as published in H.15(519)
under the heading "Commercial Paper". In the event such rate is not
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Commercial Paper Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield on such Commercial
Paper Interest Determination Date of the rate for commercial paper having the
Index Maturity shown above as published in Composite Quotations under the
heading "Commercial Paper". If the rate for a Commercial Paper Interest
Determination Date is not published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on such Calculation Date, the
Commercial Paper Rate for that Commercial Paper Rate Interest Determination
Date shall be calculated by the Calculation Agent, after consultation with
the Company, and shall be the Money Market Yield of the arithmetic mean of
the offered rates as of 11:00 A.M., New York City time, on such Commercial
Paper Interest Determination Date of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent, after
consultation with the Company, on such Commercial Paper Interest
Determination Date, for commercial paper of the Index Maturity specified
above placed for an industrial issuer whose bond rating is "AA", or the equi-
valent, from a nationally recognized statistical rating agency; provided,
--------
however, that if the dealers selected as aforesaid by the Calculation Agent
- -------
are not quoting as mentioned in this sentence, the Commercial Paper Rate with
respect to such Commercial Paper Interest Determination Date will be the
Commercial Paper Rate then in effect on such Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage
rounded to the nearest one ten-thousandth of a percent, with five one
hundred-thousandths of a percent rounded upward) calculated in accordance
with the following formula:
Money Market Yield = D x 360 x 100
---------------------
360 - (D x M)
where "D" refers to the 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.
Determination of Federal Funds Rate. The Federal Funds Rate means, with
-----------------------------------
respect to any Interest Determination Date (a "Federal Funds Rate Interest
Determination Date"), the rate on that date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if not so
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Rate Interest Determination Date, the
Federal Funds Rate will be the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the
13
<PAGE>
heading "Federal Funds/Effective Rate". 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 Calculation Date pertaining to such Federal Funds Rate Interest
Determination Date, the Federal Funds Rate for such Federal Funds Rate
Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction in
overnight Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York 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 selected as aforesaid by the Calculation Agent, after
consultation with the Company, are not quoting as described above, the
Federal Funds Rate with respect to such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate then in effect on such
Federal Funds Rate Interest Determination Date.
Determination of LIBOR. LIBOR means, with respect to any Interest
----------------------
Determination Date relating to a LIBOR Note (a "LIBOR Interest Determination
Date"), the rate determined by the Calculation Agent in accordance with the
following provisions:
(i) LIBOR will be either: (a) if "LIBOR Reuters" is specified on the
face hereof, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page (as defined below) by its terms provides only for a
single rate, in which case such single rate shall be used) for deposits in
the Index Currency having the Index Maturity designated on the face hereof,
as of 11:00 A.M. London time (unless such rate is superseded by a corrected
rate before 12:00 noon, London time, in which case such corrected rate shall
be the applicable rate), on that LIBOR Interest Determination Date, if at
least two such offered rates appear (unless, as aforesaid, only a single rate
is required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is
specified on the face hereof, the rate for deposits in the Index Currency
having the Index Maturity designated on the face hereof commencing on the
second London Banking Day immediately following that LIBOR Interest
Determination Date that appears on the Designated LIBOR Page specified on the
face hereof as of 11:00 A.M. London time (unless such rate is superseded by a
corrected rate before 12:00 noon, London time, in which case such corrected
rate shall be the applicable rate), on that LIBOR Interest Determination
Date. If LIBOR cannot be determined under clause (a) or (b) of this
paragraph (i), as applicable, LIBOR in respect of the related LIBOR Interest
Determination Date will be determined as if the parties had specified the
rate described in paragraph (ii) below.
14
<PAGE>
(ii) With respect to a LIBOR Interest Determination Date on which LIBOR
cannot be determined under paragraph (i) above, the Calculation Agent will
request that the London offices of four major banks in London selected by the
Calculation Agent, after consultation with the Company, provide such
Calculation Agent with its offered quotations for deposits in the Index
Currency for the period of the Index Maturity specified on the face hereof to
prime banks in the London interbank market as of approximately 11:00 A.M.,
London time, on such LIBOR Interest Determination Date, such deposits
commencing on the second London Banking Day immediately following such LIBOR
Interest Determination Date and in a principal amount that is representative
for a single transaction in such market at such time. If at least two such
quotations are provided, LIBOR for such LIBOR Interest Determination Date
will be the arithmetic mean of such quotations. If fewer than two such
quotations are provided, LIBOR for 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 (as defined below), 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 major European banks having
the Index Maturity specified on the face hereof 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 provided,
LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean
of such quotations. If fewer than two such quotations are provided as
requested, LIBOR will be LIBOR in effect on such LIBOR Interest Determination
Date.
"Index Currency" means the currency (including composite currencies)
specified on the face hereof, if any, as the currency for which LIBOR shall
be calculated. If no such currency is specified, the Index Currency shall be
U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated on the face hereof, the display on the Reuters Monitor Money Rates
Service for the purpose of displaying the London interbank rates of major
banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is
designated on the face hereof, the display on the Dow Jones Telerate Service
(or such other service as may be nominated by the British Bankers'
Association as the information vendor for the purposes of displaying British
Bankers' Association interest settlement rates) for the purpose of displaying
the London interbank rates of major banks for the applicable Index Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified on the face hereof,
LIBOR for the applicable Index Currency will be determined as if LIBOR
Telerate had been specified.
15
<PAGE>
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to U.S.
dollars, Deutsche marks, and ECUs, the Principal Financial Center shall be
The City of New York, Frankfurt, and Luxembourg, respectively.
Determination of LIBID. LIBID means, with respect to any Interest Rate
----------------------
Determination Date relating to a LIBID Note (a "LIBID Interest Determination
Date"), the rate determined by the Calculation Agent in accordance with the
following provisions:
(i) LIBID will be determined on the basis of the bid rates quoted to
prime banks in the London interbank market at approximately 11:00 A.M.,
London time, for deposits in U.S. dollars of not less than U.S. $1 million
for the period of the Index Maturity specified above commencing on the second
London Banking Day immediately following such LIBID Interest Determination
Date, by the London offices of four major banks in the London interbank
market named on the Reuters Screen LIBO Page and selected by the Calculation
Agent, after consultation with the Company (the "LIBID Reference Banks"), on
the LIBID Interest Determination Date. If at least two such quotations
appear on the Reuters Screen LIBO Page, LIBID for such LIBID Interest
Determination Date will be the arithmetic mean of such quotations as
determined by the Calculation Agent. If fewer than two quotations are
provided, LIBID for such LIBID Interest Determination Date will be determined
as if the parties had specified the rate described in (ii) below. As used
herein, "Reuters Screen LIBO Page" means the display designated as Page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service) for the purpose of displaying London
interbank bid rates of major banks.
(ii) With respect to a LIBID Interest Determination Date on which fewer
than two such quotations appear, the Calculation Agent will request that each
LIBID Reference Bank provide the Calculation Agent with a quotation of the
bid rate quoted to such bank by the head offices of major banks in The City
of New York for deposits in U.S. dollars for the period of the Index Maturity
at approximately 11:00 A.M., London time, on such LIBID Interest
Determination Date and in a principal amount equal to an amount of not less
than U.S. $1 million that is representative for a single transaction in such
market at such time. If at least two such quotations are provided, LIBID for
such LIBID Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBID for such LIBID
Interest Determination Date will be the arithmetic mean of the rates quoted
by three major banks in The City of New York selected by the Calculation
Agent, after consultation with the Company, at approximately 11:00 A.M., New
York City time, on such LIBID Interest Determination Date for loans in U.S.
dollars to leading
16
<PAGE>
European banks, having the Index Maturity designated above and in a principal
amount equal to an amount of not less than U.S. $1 million that is
representative for a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid by the
- -------- -------
Calculation Agent are not quoting as mentioned in this sentence, LIBID for
such LIBID Interest Determination Date will be LIBID in effect on such LIBID
Interest Determination Date.
Determination of Prime Rate. Prime Rate means, with respect to any
---------------------------
Interest Determination Date (a "Prime Rate Interest Determination Date"), 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 three major money center banks
in The City of New York as selected by the Calculation Agent (after
consultation with the Company). If fewer than three such quotations are
provided, the Prime Rate shall be calculated by the Calculation Agent and
shall be determined as the arithmetic mean on the basis of the prime rates
quoted in The City of New York on such date by three substitute banks or
trust companies organized and doing business under the laws of the United
States, or any State thereof, having total equity capital of at least $500
million and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent (after consultation with the
Company); provided, however, that if the banks or trust companies selected
-------- -------
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Prime Rate will be the Prime Rate then in effect on such Prime
Rate Interest Determination Date.
Determination of Treasury Rate. Treasury Rate means, with respect to
------------------------------
any Interest Determination Date (a "Treasury Interest Determination Date"),
the rate applicable to the most recent auction of direct obligations of the
United States ("Treasury Bills") having the Index Maturity specified above,
as such rate is published in H.15(519) under the heading "Treasury Bills --
auction average (investment)" or, if not so published by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Treasury Interest
Determination Date, the auction average rate (expressed as a bond equivalent
on the basis of a year of 365 or 366 days, as applicable, and applied on a
daily basis) as otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of Treasury bills
having the Index Maturity specified above are not reported as provided by
3:00 P.M., New York City time, on such Calculation Date, or if no such
auction is held in a particular week, then the Treasury Rate shall be 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 ap-
17
<PAGE>
proximately 3:30 P.M., New York City time, on such Treasury Interest
Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent (after consultation
with the Company), for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity specified above; provided, however, that if the
-------- -------
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, Treasury Rate with respect to such Treasury
Interest Determination Date will be the Treasury Rate then in effect on such
Treasury Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The 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 law of general application.
At the request of the Holder hereof, the Calculation Agent 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 Rate Reset Date.
The "Amortized Face Amount" of an Original Issue Discount Note shall be
the amount equal to (i) the Issue Price set forth above plus (ii) that
portion of the difference between the Issue Price and the principal amount of
such Note that has accrued at the Original Yield to Maturity (computed in
accordance with generally accepted United States bond yield computation
principles) by the date of calculation, as calculated by the Paying and
Authenticating Agent, but in no event shall the Amortized Face Amount of an
Original Issue Discount Note exceed its principal amount.
If an Event of Default with respect to the Senior Medium-Term Notes
shall occur and be continuing, the Trustee or the Holders of not less than
25% in principal amount (or Amortized Face Amount, in the case of Original
Issue Discount Notes) of the Outstanding Senior Medium-Term Notes may declare
the principal (or Amortized Face Amount, in the case of Original Issue
Discount Notes) of all the Senior Medium-Term 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 Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities
18
<PAGE>
at the time outstanding of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
outstanding, on behalf of the Holders of all Securities of each series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place, and rate, and in the currency, currency unit or composite
currency, prescribed herein and in the Indenture.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of the Company on this Note, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Note.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York or at its offices at Woolgate House, Coleman Street,
London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5
Rue Plaetis, L-2338 Luxembourg, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Securities
Registrar, and this Note duly executed by the Holder hereof or by such
Holder's attorney duly authorized in writing and thereupon one or more new
Senior Medium-Term Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Senior Medium-Term Notes are issuable only in registered form
without coupons in minimum 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, the Senior
Medium-Term Notes are exchangeable for a like aggregate principal amount of
Senior Medium-Term Notes in authorized denominations, as requested by the
Holder surrendering the same.
19
<PAGE>
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 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.
No recourse shall be had for the payment of the principal of (and
premium, if any) or the interest on this Note, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Company or of
any successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
The Indenture and the Senior Medium-Term Notes shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such State.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by the
Authenticating Agent or the Trustee under the Indenture by the manual
signature of one if its authorized officers, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
20
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.
THE CHASE MANHATTAN CORPORATION
By: ___________________
(SEAL)
By: ___________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Bankers Trust Company, OR Bankers Trust Company, as Trustee
as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By: ___________________ By: _________________________
Authorized Officer Authorized Officer
21
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at________________
___________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, this Note must be received at a corporate
trust office of The Chase Manhattan Bank, N.A. in The City of New York or at
its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the
offices of Chase Manhattan Bank Luxembourg, S.A., 5 Rue Plaetis, L-2338
Luxembourg, or at such other place or places which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than
30 days prior to the Holder's Optional Repayment Date, if any, specified
above, with this "Option to Elect Repayment" form duly completed. Exercise
of such repayment option by the Holder hereof shall be irrevocable. In the
event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(each of which shall be $1,000 or an integral multiple of $1,000 in excess
of $1,000) of the Senior Medium-Term Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid).
$ ____________________ _________________________________
NOTICE: The signature on this
Date ________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular, without
alteration or enlargement or any change
whatever.
22
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on 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
UNIF GIFT MIN ACT--.............Custodian............
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
23
<PAGE>
_____________________________
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 ZIP CODE OF ASSIGNEE:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint ______________________________
______________________________________________________ attorney to transfer
said Note on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _________________________
_________________________
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement, or any change whatever.
SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor
institution (e.g., banks, securities brokers or dealers, credit unions,
----
national securities exchanges and savings associations) which is a member of
or participant in a signature guarantee program recognized by the Securities
Registrar pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
ACE026F9
24
<PAGE>
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET
FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
ISIN:
CUSIP:
REGISTERED REGISTERED
No. FLR $
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES C
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ _____________________ ____________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT DATES:
____________________ _____________________ ____________________
SPREAD: INITIAL INTEREST RATE INTEREST RATE RESET
RESET DATE: DATES:
____________________ _____________________ ____________________
SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: MAXIMUM INTEREST
RATE:
____________________ _____________________ ____________________
1
<PAGE>
INITIAL REDEMPTION MINIMUM INTEREST RATE: ANNUAL REDEMPTION
PERCENTAGE: PERCENTAGE REDUCTION:
____________________ _____________________ ____________________
HOLDER'S OPTIONAL CALCULATION AGENT: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
____________________ _____________________ ____________________
INITIAL SHORT ACCRUAL TOTAL AMOUNT OF OID: LISTING ON LUXEMBOURG
PERIOD OID: STOCK EXCHANGE:
____________________ _____________________ Yes / / No / /
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE:
___________________ Yes / / No / / Reuters / /
Telerate / /
DESIGNATED CMT INDEX CURRENCY: OTHER PROVISIONS:
TELERATE PAGE:
___________________ _____________________ ____________________
The Chase Manhattan Corporation, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to
,
or registered assigns, the principal sum of
DOLLARS
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon at a
rate per annum equal to the Initial Interest Rate specified above until the
Initial Interest Rate Reset Date specified above and thereafter at a rate
determined in accordance with the provisions set forth below, depending upon
the Interest Rate Basis specified above, until the principal hereof is paid
or duly made available for payment. The Company will pay interest on
Interest Payment Dates specified above, commencing with the first Interest
Payment Date next succeeding the Original Issue Date specified above, and on
the Stated Maturity Date (or any Redemption Date as defined below or any
Holder's Optional Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date, Redemption Date and
Holder's Optional Repayment Date being hereinafter referred to as a "Maturity
Date" with respect to the principal repayable on such date); provided,
--------
however, that if the Original Issue Date occurs
- -------
2
<PAGE>
between a Regular Record Date, as defined below, and the next succeeding
Interest Payment Date, interest payments will commence on the second Interest
Payment Date next succeeding the Original Issue Date, to the registered
holder of this Note on the Regular Record Date with respect to such Interest
Payment Date; and provided, further, that if an Interest Payment Date (other
-------- -------
than an Interest Payment Date that occurs on any Maturity Date) would fall on
a day that is not a Business Day, as defined below, such Interest Payment
Date shall be the next day that is a Business Day, except in the case that
the Interest Rate Basis is LIBOR or LIBID, if such next Business Day falls in
the next succeeding calendar month, such Interest Payment Date will be the
next preceding day that is a Business Day. If any Maturity Date of this Note
should fall on a day that is not a Business Day, the payment of interest,
principal or premium, if any, due on such date shall be made on the next day
that is a Business Day and no additional interest on such amounts shall
accrue from such Maturity Date to and including the date on which any such
payment is required to be made. Interest payable on this Note on any
Interest Payment Date will include interest accrued from the Original Issue
Date, or the most recent date for which interest has been paid or duly
provided for, to, but excluding, such Interest Payment Date or the Maturity
Date, as the case may be. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions, be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to an Interest Payment Date (whether or not a Business
Day) (the "Regular Record Date"); provided, however, that interest payable
-------- -------
on any Maturity Date will be payable to the Person to whom the principal
hereof shall be payable. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Note (or
one or more Predecessor Notes) 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 (referred to below), notice whereof shall be given to the Holder
of this Note not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner, all as more fully provided in
the Indenture (referred to below).
Payment of the principal of, premium, if any, and interest due on this
Note will be made in immediately available funds at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, or at its offices at Woolgate House, Coleman Street, London EC2P
2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue
Plaetis, L-2338 Luxembourg, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment
3
<PAGE>
of public and private debts; provided, however, that payment of interest on
-------- -------
any Interest Payment Date other than the Maturity Date may be made at the
option of the Company by check mailed to the address of Person entitled
thereto as such address shall appear in the Security Register. A Holder of
not less than $10,000,000 aggregate principal amount of the Subordinated
Medium-Term Notes having the same Interest Payment Dates may by written
notice to the Paying and Authenticating Agent (referred to below) at its
principal corporate trust office in The City of New York or at its offices at
Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or at such
other address as the Company shall give notice in writing) on or before the
Regular Record Date preceding an Interest Payment Date, arrange to have the
interest payable on all Subordinated Medium-Term Notes held by such Holder on
such Interest Payment Date, and all subsequent Interest Payment Dates until
written notice to the contrary is given to the Paying and Authenticating
Agent, made by wire transfer of immediately available funds to a designated
account maintained at a bank in The City of New York or at its offices at
Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or other
bank consented to by the Company) as the holder of such Subordinated
Medium-Term Notes shall have designated; provided that such bank has
appropriate facilities therefor.
This Subordinated Medium-Term Note, Series C is one of a duly authorized
series of Subordinated Debt Securities (hereinafter called the "Securities")
of the Company issued and to be issued under an Amended and Restated
Indenture, dated as of September 1, 1993 (the "Indenture"), between the
Company and Chemical Bank, as Trustee (herein called 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 thereunder of the Company, the Trustee and
the Holders of the Subordinated Medium-Term Notes, Series C (the
"Subordinated Medium-Term Notes" or the "Notes") and the terms upon which the
Subordinated Medium-Term Notes are, and are to be, authenticated and
delivered. The Chase Manhattan Bank, N.A., acting through its corporate
trust offices in The City of New York and at Woolgate House, Coleman Street,
London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-
2338 Luxembourg are the initial paying agents for the payment of interest and
principal of the Subordinated Medium-Term Notes (each, a "Paying Agent"); and
The Chase Manhattan Bank, N.A. acting through its corporate trust offices in
The City of New York and in London is the authenticating agent for the
Subordinated Medium-Term Notes (the "Paying and Authenticating Agent"). The
Subordinated Medium-Term Notes may bear different Original Issue
4
<PAGE>
Dates, mature at different times, bear interest at different rates and vary
in such other ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder on the
Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's
Optional Repayment Dates are set forth above, this Note may not be so repaid
at the option of the Holder hereof prior to the Stated Maturity Date. On any
Holder's Optional Repayment Date, this Note shall be repayable in whole or in
part in increments of $1,000 (provided that any remaining principal hereof
shall be at least $1,000) at the option of the Holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this Note to be
repaid in whole or in part at the option of the Holder hereof, this Note must
be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal corporate
trust office of The Chase Manhattan Bank, N.A. in The City of New York or at
its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the
offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, or such other address which the Company shall from time to time
notify the Holders of the Subordinated Medium-Term Notes, not more than 60
nor less than 30 days prior to a Holder's Optional Repayment Date. Exercise
of such repayment option by the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any date on
and after the Initial Redemption Date, if any, specified above (the
"Redemption Date"), except as provided in the next succeeding paragraph. If
no Initial Redemption Date is set forth above, this Note may not be redeemed
at the option of the Company prior to the Stated Maturity Date, except in the
event the Company is required to pay any Additional Amounts (as defined
below) with respect to the payment of principal and interest on this Note.
On and after the Initial Redemption Date, if any, this Note may be redeemed
at any time in whole or from time to time in part in increments of $1,000
(provided that any remaining principal hereof shall be at least $1,000) at
the option of the Company at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption Date, on
notice given to the Holder not more than 60 nor less than 30 days prior to
the Redemption Date. In the event of redemption of this Note in part only, a
new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise indicated on the face hereof, this Note will be subject
to redemption as a whole but not in part at the option
5
<PAGE>
of the Company, at a redemption price equal to the principal amount hereof
(or if this Note is an Original Issue Discount Note at the Amortized Face
Amount (as defined below)) together with accrued and unpaid interest, if any,
to the date fixed for redemption, upon notice as described below, if the
Company determines that as a result of any change in or amendment to the laws
(or any regulations or rulings promulgated thereunder) of the United States
or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in the application or official
interpretation of such laws, regulations or rulings, which change or
amendment becomes effective on or after the date hereof, the Company has or
will become obligated to pay Additional Amounts (as hereinafter defined) with
respect to this Note as described below; provided that no such notice of
--------
redemption shall be given earlier than 90 days prior to the earliest date on
which the Company would be obliged to pay such Additional Amounts were a
payment in respect of this Note then due. The Company will make its
determination with respect to redemption as soon as practicable after it
becomes aware of an event that might give rise to such a determination, such
determination to be evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to redeem this
Note, the Trustee will give notice to the Holder hereof within 15 days after
the date the Trustee is notified of the Company's election to redeem this
Note or make additional payments as described above. Such notice will state
the nature of the Company's election, the reasons for and the nature of such
determination and the last day by which redemption may be made.
The Company will, subject to the limitations and exceptions set forth
below, pay to the holder on behalf of an owner of a beneficial interest (an
"Owner") in this Note who is a United States Alien (as hereinafter defined)
such additional amounts (the "Additional Amounts") as may be necessary so
that every net payment to such Owner of principal and premium, if any, and
interest, if any, on this Note, after deduction or withholding for or on
account of any present or future tax, assessment of other governmental charge
imposed upon such Owner, or by reason of the making of such net or additional
payment, by the United States, or any political subdivision or taxing
authority thereof or therein, will not be less than the amount provided for
in this Note to be then due and payable. However, the Company shall not be
required to make any such payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or former
connection between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor
6
<PAGE>
of a power over, such Owner, if such Owner is an estate or a trust, or
between a member or shareholder of such Owner, if such Owner is a
partnership or corporation) and the United States, including, without
limitation, such Owner (or such fiduciary, settlor, beneficiary,
possessor, member or shareholder) being or having been a citizen or
resident or treated as a resident thereof, or being or having been
engaged in a trade or business or present therein, or having or having
had a permanent establishment therein, or (ii) the presentation of this
Note for payment on a date more than 15 days after the date on which
such payment became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private
foundation or other tax exempt organization or a domestic or foreign
personal holding company with respect to the United States, (ii) as a
corporation that accumulates earnings to avoid United States income
taxes, (iii) as a controlled foreign corporation with respect to the
United States, (iv) as the owner, actually or constructively, of 10% or
more of the total combined voting power of all classes of stock of the
Company entitled to vote, or (v) as a bank that acquires a Note as an
extension of credit made pursuant to a loan agreement entered into in
the ordinary course of its trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Note;
(5) any tax, assessment or other governmental charge that would
not have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements concerning
the nationality, residence, identity or connection with the United
States of the holder or Owner of this Note if, without regard to any tax
treaty, such compliance is required by statute or regulation of the
United States as a precondition to relief or exemption from such tax,
assessment or other governmental charge;
(6) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from a payment on this Note, if such
payment can be made without such
7
<PAGE>
withholding by any other Paying Agent of the Company outside the United
States;
(7) any tax, assessment or other governmental charge that would
not have been so imposed but for the Owner being or having been a person
within a country with respect to which the United States Treasury
Department has determined under Sections 871(h)(5) and 881(c)(5) of the
Internal Revenue Code of 1986, as amended (the "Code"), on or before the
Original Issue Date specified above that payments of interest to persons
within such country are not subject to the repeal of the United States
withholding tax provided for in Sections 871(h) and 881(c) of the Code;
or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of any Owner who
is a fiduciary or partnership or other than the sole Owner of this Note to
the extent that a beneficiary or settlor with respect to such fiduciary, a
member of such partnership or the Owner would not have been entitled to
payment of the Additional Amount had such beneficiary, settlor, member or
Owner been the sole Owner of this Note. The term "United States Alien" means
any person who, for United States federal income tax purposes, is a foreign
corporation, a nonresident alien individual, a nonresident alien fiduciary of
a foreign estate or trust, or a foreign partnership one or more of the
members of which is, for United States federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary
of a foreign estate or trust.
Except as specifically provided above, the Company will not be required
to make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to redemption as
provided above will be mailed first class mail, postage prepaid, to the
holders' addresses listed in the register maintained by the Registrar not
more than 60 nor less than 30 days prior to the Redemption Date.
If this Note is redeemable at the option of the Company (other than as a
result of the Company being obliged to pay Additional Amounts as provided
above), the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date
8
<PAGE>
by the Annual Redemption Percentage Reduction, if any, specified above, of
the principal amount to be redeemed until the Redemption Price is 100% of
such principal amount.
Accrued interest hereon shall be an amount calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each
day from the Original Issue Date or from the day succeeding the last date for
which interest shall have been paid, as the case may be, to the date for
which accrued interest is being calculated. The interest factor for each
such day shall be computed by dividing the interest rate applicable to such
day by 360 or, in the case of Subordinated Medium-Term Notes having the
Treasury Rate as their Interest Rate Basis, by the actual number of days in
the year.
Except as described below, this Note will bear interest at the rate
determined by reference to the Interest Rate Basis specified above (i) plus
or minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier,
if any, specified above. The interest rate in effect on each day shall be
(a) if such day is an Interest Rate Reset Date, the interest rate with
respect to the Interest Determination Date (as defined below) pertaining to
such Interest Rate Reset Date or (b) if such day is not an Interest Rate
Reset Date, the interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Rate Reset Date, provided that the
interest rate in effect from the Original Issue Date to the Initial Interest
Rate Reset Date shall be the Initial Interest Rate specified above. If any
Interest Rate Reset Date would otherwise be a day that is not a Business Day,
such Interest Rate Reset Date shall be postponed to the next day that is a
Business Day, except that if the Interest Rate Basis specified above is LIBID
or LIBOR, if such Business Day is in the next succeeding calendar month, such
Interest Rate Reset Date shall be the immediately preceding Business Day.
The Interest Determination Date with respect to the Certificate of
Deposit Rate (the "CD Rate"), CMT Rate, Commercial Paper Rate, Federal Funds
Rate and Prime Rate will be the second Business Day preceding the Interest
Rate Reset Date. The Interest Determination Date with respect to LIBID or
LIBOR shall be the second London Banking Day (as defined below) preceding an
Interest Rate Reset Date. The Interest Determination Date with respect to
the Treasury Rate shall be the day of the week in which such Interest Rate
Reset Date falls on which Treasury bills normally would be auctioned;
provided, however, that if as a result of a legal holiday an auction is held
- -------- -------
on the Friday of the week preceding the Interest Rate Reset Date,
the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Rate
-------- -------
Reset
9
<PAGE>
Date then the Interest Rate Reset Date shall instead be the first Business
Day following such auction.
The "Calculation Date" pertaining to any Interest Determination Date
shall 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 preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.
All percentages resulting from any calculation on the Subordinated
Medium-Term Notes will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward, and all dollar amounts used in or resulting
from such calculation on the Subordinated Medium-Term Notes will be rounded
to the nearest cent (with one-half cent being rounded upward).
As used herein, "Business Day" means (i) any day other than a Saturday,
Sunday, legal holiday or other day on which banking institutions in The City
of New York are authorized or required by law, regulation or executive order
to close, or (ii) in the case where the Interest Rate Basis is LIBID or
LIBOR, any day other than a Saturday, Sunday, legal holiday or other day on
which banking institutions in the City of London are authorized or required
by law, regulation or executive order to close, or on which dealings in
deposits in the Index Currency (as defined below) are not transacted in the
London interbank market (a "London Banking Day").
Determination of CD Rate. CD Rate means, with respect to any Interest
------------------------
Determination Date (a "CD Interest Determination Date"), the rate on such day
for negotiable certificates of deposit having the Index Maturity specified
above 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 so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such CD Interest Determination Date, the CD Rate will be the
rate on such CD Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified above as published by the Federal
Reserve Bank of New York in its daily statistical release "Composite 3:30
P.M. quotations for U.S. Government Securities" ("Composite Quotations")
under the heading "Certificates of Deposit". If such rate is not published
in either H.15(519) or the Composite Quotations by 3:00 P.M., New York City
time, on such Calculation Date, then the CD Rate on such CD Interest
Determination Date will be calculated by the Calculation Agent 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 Interest Determination Date, of three
10
<PAGE>
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in
The City of New York selected by the Calculation Agent, after consultation
with the Company, for negotiable certificates of deposit of major United
States money center banks (in the market for negotiable certificates of
deposit) with a remaining maturity closest to the Index Maturity specified
above in denominations of $5,000,000; provided, however, that if the dealers
-------- -------
selected as aforesaid by the Calculation Agent are not quoting as set forth
above, the CD Rate will be the CD Rate in effect on such CD Interest
Determination Date.
Determination of CMT Rate. The CMT Rate means, with respect to any
-------------------------
Interest Determination Date (a "CMT Rate Interest Determination Date"), 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 week, or the month, as
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 if not displayed by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such CMT Rate Interest Determination
Date, then the CMT Rate shall be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If
such rate is no longer published, or if not published 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 (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Rate Reset Date as may then
be published by either the Board of Governors of the Federal Reserve System
or the United State Department of the Treasury that the Calculation Agent,
after consultation with the Company, determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not published by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for 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 the 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 selected by the Calculation Agent, after consultation with the
11
<PAGE>
Company, (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)), for 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 cannot obtain three such Treasury Note quotations,
the CMT Rate for 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 the 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 $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 selected by the
Calculation Agent are not quoting as described herein, the CMT Rate 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 third preceding
sentence have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury Note with the shorter remaining
term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated on the face hereof (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 on the face hereof, the Designated CMT Telerate Page shall
be 7052, for the most recent week.
12
<PAGE>
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20, or 30 years)
having the Index Maturity specified on the face hereof with respect to which
the CMT Rate will be calculated. If no such Index Maturity is specified on
the face hereof, the Designated CMT Maturity Index shall be 2 years.
Determination of Commercial Paper Rate. The Commercial Paper Rate
--------------------------------------
means, with respect to any Interest Determination Date (a "Commercial Paper
Interest Determination Date"), the Money Market Yield (as defined below) on
such date of the rate for commercial paper having the Index Maturity
specified above as published in H.15(519) under the heading "Commercial
Paper". In the event such rate is not published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Commercial Paper Interest
Determination Date, then the Commercial Paper Rate shall be the Money Market
Yield on such Commercial Paper Interest Determination Date of the rate for
commercial paper having the Index Maturity shown above as published in
Composite Quotations under the heading "Commercial Paper". If the rate for a
Commercial Paper Interest Determination Date is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on such
Calculation Date, the Commercial Paper Rate for that Commercial Paper Rate
Interest Determination Date shall be calculated by the Calculation Agent,
after consultation with the Company, and shall be the Money Market Yield of
the arithmetic mean of the offered rates as of 11:00 A.M., New York City
time, on such Commercial Paper Interest Determination Date of three leading
dealers of commercial paper in The City of New York selected by the
Calculation Agent, after consultation with the Company, on such Commercial
Paper Interest Determination Date, for commercial paper of the Index Maturity
specified above placed for an industrial issuer whose bond rating is "AA", or
the equivalent, from a nationally recognized statistical rating agency;
provided, however, that if the dealers selected as aforesaid by the
- -------- -------
Calculation Agent are not quoting as mentioned in this sentence, the
Commercial Paper Rate with respect to such Commercial Paper Interest
Determination Date will be the Commercial Paper Rate then in effect on such
Commercial Paper Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage
rounded to the nearest one ten-thousandth of a percent, with five one
hundred-thousandths of a percent rounded upward) calculated in accordance
with the following formula:
Money Market Yield = D x 360 x 100
---------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and "M"
13
<PAGE>
refers to the actual number of days in the interest period for which interest
is being calculated.
Determination of Federal Funds Rate. The Federal Funds Rate means, with
-----------------------------------
respect to any Interest Determination Date (a "Federal Funds Rate Interest
Determination Date"), the rate on that date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if not so
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Rate Interest Determination Date, the
Federal Funds Rate will be 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 yet published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Rate Interest Determination
Date, the Federal Funds Rate for such Federal Funds Rate Interest
Determination Date will be calculated by the Calculation Agent and will be
the arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions
in The City of New York 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 selected as aforesaid by the Calculation Agent, after consultation
with the Company, are not quoting as described above, the Federal Funds Rate
with respect to such Federal Funds Rate Interest Determination Date will be
the Federal Funds Rate then in effect on such Federal Funds Rate Interest
Determination Date.
Determination of LIBOR. LIBOR means, with respect to any Interest
----------------------
Determination Date relating to a LIBOR Note (a "LIBOR Interest Determination
Date"), the rate determined by the Calculation Agent in accordance with the
following provisions:
(i) LIBOR will be either: (a) if "LIBOR Reuters" is specified on the
face hereof, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page (as defined below) by its terms provides only for a
single rate, in which case such single rate shall be used) for deposits in
the Index Currency having the Index Maturity designated on the face hereof,
as of 11:00 A.M. London time (unless such rate is superseded by a corrected
rate before 12:00 noon, London time, in which case such corrected rate shall
be the applicable rate), on that LIBOR Interest Determination Date, if at
least two such offered rates appear (unless, as aforesaid, only a single rate
is required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is
specified on the face hereof, the rate for deposits in the Index
Currency having the Index Maturity designated on the face hereof commencing
on the second London Banking Day immediately following
14
<PAGE>
that LIBOR Interest Determination Date that appears on the Designated LIBOR
Page specified on the face hereof as of 11:00 A.M. London time (unless such
rate is superseded by a corrected rate before 12:00 noon, London time, in
which case such corrected rate shall be the applicable rate), on that LIBOR
Interest Determination Date. If LIBOR cannot be determined under clause (a)
or (b) of this paragraph (i), as applicable, LIBOR in respect of the related
LIBOR Interest Determination Date will be determined as if the parties had
specified the rate described in paragraph (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which LIBOR
cannot be determined under paragraph (i) above, the Calculation Agent will
request that the London offices of four major banks in London selected by the
Calculation Agent, after consultation with the Company, provide such
Calculation Agent with offered quotations for deposits in the Index Currency
for the period of the Index Maturity specified on the face hereof to prime
banks in the London interbank market as of approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date, such deposits commencing on
the second London Banking Day immediately following such LIBOR Interest
Determination Date and in a principal amount that is representative for a
single transaction in such market at such time. If at least two such
quotations are provided, LIBOR for such LIBOR Interest Determination Date
will be the arithmetic mean of such quotations. If fewer than two such
quotations are provided, LIBOR for 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 (as defined below), 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 major European banks having
the Index Maturity specified on the face hereof 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 provided,
LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean
of such quotations. If fewer than two such quotations are provided as
requested, LIBOR will be LIBOR in effect on such LIBOR Interest Determination
Date.
"Index Currency" means the currency (including composite currencies)
specified on the face hereof, if any, as the currency for which LIBOR shall
be calculated. If no such currency is specified, the Index Currency shall be
U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated on the face hereof, the display on the Reuters Monitor Money Rates
Service for the purpose of displaying the London interbank rates of major
banks for the applicable Index
15
<PAGE>
Currency, or (b) if "LIBOR Telerate" is designated on the face hereof, the
display on the Dow Jones Telerate Service (or such other service as may be
nominated by the British Bankers' Association as the information vendor for
the purposes of displaying British Bankers' Association interest settlement
rates) for the purpose of displaying the London interbank rates of major
banks for the applicable Index Currency. If neither LIBOR Reuters nor LIBOR
Telerate is specified on the face hereof, LIBOR for the applicable Index
Currency will be determined as if LIBOR Telerate had been specified.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to U.S.
dollars, Deutsche marks, and ECUs, the Principal Financial Center shall be
The City of New York, Frankfurt, and Luxembourg, respectively.
Determination of LIBID. LIBID means, with respect to any Interest Rate
----------------------
Determination Date relating to a LIBID Note (a "LIBID Interest Determination
Date"), the rate determined by the Calculation Agent in accordance with the
following provisions:
(i) LIBID will be determined on the basis of the bid rates quoted to
prime banks in the London interbank market at approximately 11:00 A.M.,
London time, for deposits in U.S. dollars of not less than U.S. $1 million
for the period of the Index Maturity specified above commencing on the second
London Banking Day immediately following such LIBID Interest Determination
Date, by the London offices of four major banks in the London interbank
market named on the Reuters Screen LIBO Page and selected by the Calculation
Agent, after consultation with the Company (the "LIBID Reference Banks"), on
the LIBID Interest Determination Date. If at least two such quotations
appear on the Reuters Screen LIBO Page, LIBID for such LIBID Interest
Determination Date will be the arithmetic mean of such quotations as
determined by the Calculation Agent. If fewer than two quotations are
provided, LIBID for such LIBID Interest Determination Date will be determined
as if the parties had specified the rate described in (ii) below. As used
herein, "Reuters Screen LIBO Page" means the display designated as Page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service) for the purpose of displaying London
interbank bid rates of major banks.
(ii) With respect to a LIBID Interest Determination Date on which fewer
than two such quotations appear, the Calculation Agent will request that each
LIBID Reference Bank provide the Calculation Agent with a quotation of the
the bid rate quoted to such bank by the head offices of major banks in The
City of New York for deposits in U.S. dollars for the period of the Index
Maturity at
16
<PAGE>
approximately 11:00 A.M., London time, on such LIBID Interest Determination
Date and in a principal amount equal to an amount of not less than U.S. $1
million that is representative for a single transaction in such market at
such time. If at least two such quotations are provided, LIBID for such
LIBID Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBID for such LIBID
Interest Determination Date will be the arithmetic mean of the rates quoted
by three major banks in The City of New York selected by the Calculation
Agent, after consultation with the Company, at approximately 11:00 A.M., New
York City time, on such LIBID Interest Determination Date for loans in U.S.
dollars to leading European banks, having the Index Maturity designated above
and in a principal amount equal to an amount of not less than U.S. $1 million
that is representative for a single transaction in such market at such time;
provided, however, that if the banks selected as aforesaid by the Calcula
- -------- -------
tion Agent are not quoting as mentioned in this sentence, LIBID for such
LIBID Interest Determination Date will be LIBID in effect on such LIBID
Interest Determination Date.
Determination of Prime Rate. Prime Rate means, with respect to any
---------------------------
Interest Determination Date (a "Prime Rate Interest Determination Date"), 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 three major money center banks
in The City of New York as selected by the Calculation Agent (after
consultation with the Company). If fewer than three such quotations are
provided, the Prime Rate shall be calculated by the Calculation Agent and
shall be determined as the arithmetic mean on the basis of the prime rates
quoted in The City of New York on such date by three substitute banks or
trust companies organized and doing business under the laws of the United
States, or any State thereof, having total equity capital of at least $500
million and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent (after consultation with the
Company); provided, however, that if the banks or trust companies selected
-------- -------
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Prime Rate will be the Prime Rate then in effect on such Prime
Rate Interest Determination Date.
Determination of Treasury Rate. Treasury Rate means, with respect to
------------------------------
any Interest Determination Date (a "Treasury Interest Determination Date"),
the rate applicable to the most recent auction of direct obligations of the
United States ("Treasury Bills") having the Index Maturity specified above,
as such rate is published in H.15(519) under the heading "Treasury Bills --
auction average (investment)" or, if not so published by 3:00
17
<PAGE>
P.M., New York City time, on the Calculation Date pertaining to such Treasury
Interest Determination Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury. In the event that the results of the auction of
Treasury bills having the Index Maturity specified above are not reported as
provided by 3:00 P.M., New York City time, on such Calculation Date, or if no
such auction is held in a particular week, then the Treasury Rate shall be 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 Interest Determination Date, of
three leading primary United States government securities dealers selected by
the Calculation Agent (after consultation with the Company), for the issue
of Treasury bills with a remaining maturity closest to the Index Maturity
specified above; provided, however, that if the dealers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, Treasury Rate with respect to such Treasury Interest Determination
Date will be the Treasury Rate then in effect on such Treasury Interest
Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The 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 law of general application.
At the request of the Holder hereof, the Calculation Agent 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 Rate Reset Date.
The "Amortized Face Amount" of an Original Issue Discount Note shall be
the amount equal to (i) the Issue Price set forth above plus (ii) that
portion of the difference between the Issue Price and the principal amount of
such Note that has accrued at the Original Yield to Maturity (computed in
accordance with generally accepted United States bond yield computation
principles) by the date of calculation, as calculated by the Paying and
Authenticating Agent, but in no event shall the Amortized Face Amount of an
Original Issue Discount Note exceed its principal amount.
18
<PAGE>
If an Event of Default with respect to the Subordinated Medium-Term
Notes shall occur and be continuing, the Trustee or the Holders of not less
than 25% in principal amount (or Amortized Face Amount, in the case of
Original Issue Discount Notes) of the Outstanding Subordinated Medium-Term
Notes may declare the principal (or Amortized Face Amount, in the case of
Original Issue Discount Notes) of all the Subordinated Medium-Term 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 Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time outstanding, on behalf of the Holders of all Securities of each
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place, and rate, and in the currency, currency unit or composite
currency, prescribed herein and in the Indenture.
The payment of the principal of, premium, if any, and interest on the
Subordinated Medium-Term Notes is, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of
all Senior Indebtedness as defined in the Indenture, and this Note is issued
subject to such provisions and each holder of this Note, by accepting the
same, agrees to and shall be bound by such provisions, and authorizes the
Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination as provided in the Indenture and appoints the
Trustee his attorney-in-fact for such purpose. The Company shall not make
any payment of the principal of, premium, if any, or interest on the
Subordinated Medium-Term Notes (whether at maturity or otherwise) while the
Company is in
19
<PAGE>
default with respect to any payment of principal of, premium, if any, and
interest on any Senior Indebtedness or in the event that any nonpayment event
of default with respect to any Senior Indebtedness shall have occurred and be
continuing and shall have resulted in such Senior Indebtedness becoming or
being declared due prior to the date on which it would otherwise have become
due and payable.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York or at its offices at Woolgate House, Coleman Street,
London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5
Rue Plaetis, L-2338 Luxembourg, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Securities Registrar, and this Note duly executed by the Holder hereof or by
such Holder's attorney duly authorized in writing and thereupon one or more
new Subordinated Medium-Term Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Subordinated Medium-Term Notes are issuable only in registered form
without coupons in minimum 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, the
Subordinated Medium-Term Notes are exchangeable for a like aggregate
principal amount of Subordinated Medium-Term Notes in authorized
denominations, 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 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.
No recourse shall be had for the payment of the principal of (and
premium, if any) or the interest on this Note, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, shareholder,
officer or
20
<PAGE>
director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
The Indenture and the Subordinated Medium-Term Notes shall be governed
by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such State.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by the
Authenticating Agent or the Trustee under the Indenture by the manual
signature of one if its authorized officers, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
21
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.
THE CHASE MANHATTAN CORPORATION
By: ___________________
(SEAL)
By: ___________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee OR Chemical Bank, as Trustee
By: The Chase Manhattan
Bank, N.A.,
as Authenticating Agent
By:_________________________ By:_________________________
Authorized Officer Authorized Officer
22
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at
________________________________________________
__________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, this Note must be received at a corporate
trust office of The Chase Manhattan Bank, N.A., in The City of New York or at
its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the
offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, or at such other place or places which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than
30 days prior to the Holder's Optional Repayment Date, if any, specified
above, with this "Option to Elect Repayment" form duly completed. Exercise
of such repayment option by the Holder hereof shall be irrevocable. In the
event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(each of which shall be $1,000 or an integral multiple of $1,000 in excess of
$1,000) of the Subordinated Medium-Term Notes to be issued to the Holder for
the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid).
$ ____________________ _________________________________
NOTICE: The signature on this
Date ________________ Option to Elect Repayment must
correspond with the name as written upon this
Note in every particular, without alteration or
enlargement or any change whatever.
23
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on 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
UNIF GIFT MIN ACT--.............Custodian............
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
24
<PAGE>
_____________________________
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 ZIP CODE OF ASSIGNEE:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint ______________________________
______________________________________________________ attorney to transfer
said Note on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _________________________
_________________________
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement, or any change whatever.
SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor
institution (e.g., banks, securities brokers or dealers, credit unions,
----
national securities exchanges and savings associations) which is a member of
or participant in a signature guarantee program recognized by the Securities
Registrar pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.
25
ACE026F8
====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 14, 1994
THE CHASE MANHATTAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5945 13-2633613
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 Chase Manhattan Plaza, 10081
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 552-2222
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
======================================================================
Item 5. Other Events
- ------- ------------
On December 14, 1994, The Chase Manhattan
Corporation (the "Company") entered into a distribution
agreement covering the issue and placement of up to
$200,000,000 aggregate principal amount of
Senior/Subordinated Medium-Term Notes, Series C. Said
Notes were registered under the Securities Act of 1933
pursuant to The Chase Manhattan Corporation's shelf
registration statement (Registration Statement No. 33-
55295).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
- ------- ---------------------------------------------------
(c) Exhibits
1.4 Distribution Agreement dated December 14, 1994 between the
Company and the Agents named therein.
4.23 Form of Senior Medium-Term Note, Series C (Floating Rate).
4.25 Form of Subordinated Medium-Term Note, Series C (Floating
Rate).
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE CHASE MANHATTAN CORPORATION
-------------------------------
Registrant
By: /s/ Deborah L. Duncan
----------------------------
Deborah L. Duncan
Executive Vice President
and Treasurer
December 14, 1994
ACE02706
Exhibit Index
1.4 Distribution Agreement dated December 14, 1994 among the
Company and the Agents named therein.
4.23 Form of Senior Medium-Term Note, Series C (Floating Rate).
4.25 Form of Subordinated Medium-Term Note, Series C (Floating
Rate).
ACE02706
