SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) June 20, 1995
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Commercial Credit Company
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(Exact name of registrant as specified in its charter)
Delaware 1-6594 52-0883351
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 Saint Paul Place, Baltimore, Maryland 21202
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(Address of principal executive offices) (Zip Code)
(410) 332-3000
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(Registrant's telephone number, including area code)
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COMMERCIAL CREDIT COMPANY
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibits:
Exhibit No. Description
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1.01 Distribution Agreement, dated June 20, 1995, among the
Company and Smith Barney Inc., Lehman Brothers Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc. and Morgan Stanley & Co. Incorporated,
relating to the offer and sale of the Company's Medium-Term
Notes, Sixth Series, Due Nine Months or More from Date of
Issue.
4.01 Form of Fixed Rate Note for the Company's Medium-Term Notes,
Sixth Series, Due Nine Months or More from Date of Issue.
4.02 Form of Floating Rate Note for the Company's Medium-Term
Notes, Sixth Series, Due Nine Months or More from Date of
Issue.
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SIGNATURE
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 hereunto duly authorized.
Dated: June 22, 1995 COMMERCIAL CREDIT COMPANY
By /s/ Firoz B. Tarapore
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Firoz B. Tarapore
Vice President
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EXHIBIT 1.01
Commercial Credit Company
Medium-Term Notes, Sixth Series
Due Nine Months or More from Date of Issue
DISTRIBUTION AGREEMENT
Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
Lehman Brothers
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285-1200
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center, North Tower
10th Floor
New York, New York 10281-1310
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260-0060
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
June 20, 1995
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Ladies and Gentlemen:
Commercial Credit Company, a Delaware corporation (the
"Company"), confirms its agreement with each of the Agents with respect to
the issue and sale by the Company of its Medium-Term Notes, Sixth Series
(the "Notes"). The Notes are to be issued under an Indenture dated as of
December 1, 1986, as supplemented by the First Supplemental Indenture dated
as of June 13, 1990 (as so supplemented or as it may from time to time be
further supplemented or amended by one or more indentures supplemental
thereto, the "Indenture"), between the Company and Citibank, N.A., as
trustee (the "Trustee"). The Notes will have the maturities, interest
rates (whether fixed or floating), redemption provisions and other terms
set forth in a pricing supplement to the Prospectus referred to below. The
Notes may be denominated in U.S. dollars, foreign currencies or foreign
composite currency units (the "Specified Currency") as may be specified in
the applicable pricing supplement.
Subject to the terms and conditions stated herein and subject to
the reservation by the Company of the right to sell Notes to any Agent
acting as principal at a discount for its own account or for resale to one
or more investors or other dealers and the Company's right to sell Notes
directly to investors on its own behalf or through other agents (provided
that any other agent will execute an agreement with the Company which
contains substantially the same terms and conditions contained herein and
that the Company will notify each Agent of its agreement with any other
agents, dealers or underwriters), the Company hereby appoints each Agent as
an agent of the Company for the purpose of soliciting offers to purchase
the Notes. In addition, an Agent may also purchase Notes as principal and
the Company will enter into a Terms Agreement (referred to below) relating
to such sale in accordance with the provisions of Section l(b) hereof. For
the purposes of this Agreement, the term "Agent" shall refer to any of
Smith Barney Inc., Lehman Brothers, Lehman Brothers Inc. (including Lehman
Government Securities Inc.); Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated; J.P. Morgan Securities Inc.; and Morgan
Stanley & Co. Incorporated, and the term "Agents" shall refer to all of the
above collectively.
1. Solicitations by the Agents of Offers to Purchase; Purchases as
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Principal. (a) Solicitations as Agents. Following the Commencement Date
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(referred to below), the Company shall notify the Agents from time to time
as to the commencement of a period during which the Notes may be offered
and sold by any Agent (each period, commencing with such a notification and
ending at such time as the authorization for offers and sales through any
Agents shall have been suspended by the Company or the Agents as provided
hereunder, being herein referred to as an "Offering Period"). On the basis
of the representations and warranties herein contained, but subject to the
terms and conditions herein set forth, each Agent agrees to use its
reasonable best efforts to solicit offers to purchase the Notes during each
Offering Period upon the terms and conditions set forth in the Prospectus
as then amended and supplemented. The Company reserves the right, in its
sole discretion, to suspend solicitation of purchases of the Notes
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commencing at any time for any period of time or permanently. Upon receipt
of instructions from the Company, the Agents will forthwith suspend
solicitation of purchases from the Company until such time as the Company
has advised the Agents that such solicitation may be resumed.
The Company agrees to pay each Agent at the time of delivery of
and payment for the Notes, as consideration for soliciting the sale of each
Note, a commission equal to the percentage set forth on Schedule 1 hereto
of the price to the public of each Note sold by the Company as the result
of a solicitation by such Agent. Without the prior approval of the
Company, an Agent (acting on an agency basis) may not reallow any portion
of the commission payable pursuant hereto to dealers or purchasers in
connection with the offer and sale of any Notes.
The Agents are authorized to solicit orders for the Notes only in
principal amounts of $1,000 or any amount in excess thereof which is a
multiple of $1,000 or, in the case of Notes denominated in a Specified
Currency other than U.S. dollars, in the denominations set forth in the
applicable pricing supplement, at a purchase price equal to 100% of the
principal amount of the Notes, unless otherwise mutually agreed upon by the
purchaser and the Company and specified in the applicable pricing
supplement. Each Agent shall communicate to the Company, orally or in
writing, each reasonable offer or indication of interest to purchase Notes
received by such Agent as Agent. The Company shall have the sole right to
accept offers to purchase the Notes and may reject any such offer in whole
or in part. Each Agent shall have the right to reject, in its discretion
reasonably exercised, any offer received by it to purchase the Notes, in
whole or in part, and any such rejection shall not be deemed a breach of
its agreements contained herein. In soliciting offers to purchase the
Notes in their capacity as agents of the Company, the Agents are acting
individually and not jointly and are acting solely as agents for the
Company, and not as principal, and do not assume any obligation toward or
relationship of agency or trust with any purchaser of the Notes (other than
any such obligation or relationship which the Agent assumes independently
of this Agreement). The Agents shall make reasonable efforts to assist the
Company in obtaining performance by each purchaser whose offer to purchase
Notes has been solicited by the Agents and accepted by the Company, but the
Agents shall not have any liability to the Company in the event any such
purchase is not consummated for any reason. Under no circumstances will
the Agents be obligated to purchase any Notes for their own account except
pursuant to subparagraph (b) below.
(b) Purchases as Principal. Each sale of Notes to an Agent as
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principal shall be made in accordance with the terms of this Agreement and
such Agent and the Company will enter into a Terms Agreement that will
provide for the sale of such Notes to and the purchase thereof by such
Agent. Each "Terms Agreement" may take the form of an exchange of any form
of written telecommunication or oral communication followed by written
confirmation or telecommunication between the Agent and the Company and
shall be with respect to such information (as applicable) as is specified
in Exhibit A hereto. The Agents may utilize dealer groups and reallow
commissions.
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An Agent's commitment to purchase Notes 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. Each agreement by such Agent to purchase
Notes as principal shall specify the principal amount of Notes to be
purchased by the Agent pursuant thereto, the maturity date of such Notes,
the price to be paid to the Company for such Notes, the interest rate and
interest rate formula, if any, applicable to such Notes and any other terms
of such Notes. Each such agreement shall also specify any requirements for
officers' certificates, opinions of counsel and letters from the
independent public accountants of the Company pursuant to Section 4 hereof.
A Terms Agreement may also specify certain provisions relating to the
reoffering of such Notes by such Agent.
Each Terms Agreement shall specify the time and place of delivery
of and payment for such Notes. Each date of delivery of and payment for
Notes to be purchased by an Agent as principal or as agent or by any other
purchaser is referred to herein as a "Settlement Date".
Upon the Company's request, each Agent will notify the Company
either orally or in writing (as specified by the Company) of the aggregate
principal amount of Notes held by such Agent as principal purchased
pursuant to a Terms Agreement and this Agreement.
(c) Procedures. The Agents and the Company agree to perform the
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respective duties and obligations specifically provided to be performed by
them in the Medium-Term Notes Administrative Procedures attached hereto as
Exhibit B (the "Procedures"). The Procedures may be amended only by
written agreement of the Company and the Agents.
(d) Delivery. The documents required to be delivered by Section
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4 of this Agreement shall be delivered at the office of Dewey Ballantine,
counsel for the Agents, 1301 Avenue of the Americas, New York, N.Y.
10019-6092, on June 20, 1995 (the "Commencement Date").
2. Representations and Warranties. The Company represents and
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warrants to and agrees with each Agent as of the Commencement Date:
(a) The Company meets the requirements for use of Form S-3
under the Act. A registration statement (File No. 33-59415) in respect of
$750,000,000 aggregate amount of debt securities of the Company, including
the Notes, has been filed with the Securities and Exchange Commission (the
"Commission"); such registration statement and any post-effective
amendments thereto, each in the form heretofore delivered or to be
delivered to the Agents, excluding exhibits to such registration statement
but including all documents incorporated by reference therein, has been
declared effective by the Commission in such form; no other document with
respect to such registration statement (other than a document incorporated
by reference therein) has
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heretofore been filed or transmitted for filing with the Commission; and no
stop order suspending the effectiveness of the registration statement has
been issued and no proceeding for that purpose has been instituted or
threatened by the Commission (any preliminary prospectus included in the
registration statement or filed with the Commission pursuant to Rule 424(a)
of the rules and regulations of the Commission under the Securities Act of
1933, as amended (the "Act"), being hereinafter called a "Preliminary
Prospectus"); the registration statement, at the time of filing, at the
time it became effective and at the date of this Agreement, meets the
requirements set forth in Rule 415 under the Act and complies in all other
material respects with said Rule; the various parts of the registration
statement, including all exhibits thereto and the documents incorporated by
reference in the prospectus contained therein at the time such part of the
registration statement became effective but excluding the Statement of
Eligibility under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), pertaining to the Indenture (the "Form T-1"), as amended
at the time such part became effective, being hereinafter collectively
called the "Registration Statement"; the prospectus (including the
prospectus supplement) relating to the Notes, in the form in which it has
most recently been filed, or transmitted for filing, with the Commission on
or prior to the date of this Agreement being hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form under the
Act, as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus, including any supplement to the
Prospectus that sets forth only the terms of the particular issue of the
Notes (a "Pricing Supplement"), shall be deemed to refer to and include any
documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and incorporated by reference in such
Preliminary Prospectus or the Prospectus, as the case may be; any reference
to any amendment to the Registration Statement shall be deemed to include
any report of the Company filed pursuant to the Exchange Act after the
effective date of the Registration Statement that is incorporated by
reference in the Registration Statement; and any reference to the
Prospectus as amended or supplemented shall be deemed to refer to and
include the Prospectus as amended or supplemented in relation to the Notes
sold pursuant to this Agreement, in the form in which it is filed with the
Commission pursuant to Rule 424(b) under the Act, including any documents
incorporated by reference therein as of the date of such filing);
(b) The documents incorporated by reference in the
Registration Statement and the Prospectus, when they became effective or
were filed with the Commission, as the case may be, conformed in all
material respects to the requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission promulgated
thereunder, and any further documents so filed and incorporated by
reference in the Prospectus, or any further amendment or supplement
thereto, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to
the requirements of the Act or the
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Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder;
(c) The Registration Statement and the Prospectus, and any
amendments thereof or supplements thereto, and the Indenture, conform or
will conform in all material respects with the applicable requirements of
the Act and the Trust Indenture Act, and the respective rules and
regulations of the Commission thereunder.
(d) The Registration Statement, as amended as of any such
time, did not and will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading and the
Prospectus, as amended and supplemented as of any such time, did not and
will not include any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made, in the light
of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to (i)
that part of the Registration Statement which shall constitute the Form T-1
under the Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the Prospectus
or any amendment thereof or supplement thereto in reliance upon, and in
conformity with, information furnished in writing to the Company by or on
behalf of any Agent specifically for use in the Registration Statement and
the Prospectus or any amendment thereof or supplement thereto.
(e) The Notes have been duly authorized and, when executed
and authenticated in accordance with the Indenture and delivered to and
duly paid for by the purchasers thereof, will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective
terms and entitled to the benefits of the Indenture (subject, as to
enforcement, to applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors' rights generally and
to general principles of equity regardless of whether such enforceability
is considered in a proceeding in equity or at law); the Indenture has been
duly authorized by the Company and qualified under the Trust Indenture Act;
and the Indenture conforms to the descriptions thereof in the Prospectus as
amended or supplemented to relate to such issuance of Notes.
(f) Since the date of the most recent financial statements
included in the Prospectus, as amended or supplemented, there has not been
any material adverse change in the consolidated financial condition or
results of operations of the Company and its subsidiaries, taken as a whole
which is not discussed in the Prospectus, as amended or supplemented.
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(g) The Company is in compliance with the provisions of
Section 517.075 of the Florida Statutes and the regulations thereunder,
relating to the disclosure of doing business with Cuba.
3. Agreements of the Company. The Company agrees with each
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Agent that:
(a) At any time during an Offering Period or during the time a
prospectus relating to the Notes is required to be delivered under the Act:
(i) prior to amending or supplementing the Registration Statement or the
Prospectus, the Company will furnish each of the Agents and the Agents'
counsel with a copy of each proposed amendment or supplement (other than an
amendment or supplement to be made pursuant to incorporation by reference
of a document filed under the Exchange Act, or a Pricing Supplement, or an
amendment or supplement relating solely to an offering of debt securities
other than the Notes); and (ii) prior to filing any documents under the
Exchange Act to be incorporated by reference into the Prospectus (other
than documents relating solely to an offering of debt securities other than
the Notes), the Company will notify each of the Agents and the Agents'
counsel orally of the general subject matter of such filing and will
furnish copies of such filings to each Agent and the Agents' counsel
simultaneously with, or as promptly as practicable after, the filing of
such documents with the Commission. Subject to the foregoing sentence, the
Company will promptly cause the Prospectus together with each amendment
thereof or supplement thereto to be mailed or otherwise transmitted to the
Commission for filing pursuant to Rule 424(b) by an appropriate method or
will promptly cause the Prospectus together with each amendment thereof or
supplement thereto to be filed with the Commission pursuant to said Rule.
If the Prospectus is amended or supplemented (other than a Pricing
Supplement or an amendment or supplement relating solely to an offering of
debt securities other than the Notes), the Agents shall be furnished with
such information relating to such filing as they may reasonably request,
and the Agents shall not be obligated to solicit offers to purchase Notes
so long as they are not reasonably satisfied that such amendment or
supplement complies in all material respects with the provisions of the Act
and the Exchange Act. At any time during an Offering Period or during the
time a prospectus relating to the Notes is required to be delivered under
the Act, the Company will promptly advise the Agents of (i) the filing of
any amendment or supplement to the Prospectus (other than a Pricing
Supplement or an amendment or supplement relating solely to an offering of
debt securities other than the Notes), (ii) the filing or effectiveness of
any amendment to the Registration Statement, (iii) the receipt by the
Company of comments from the Commission relating to or requests by the
Commission for any amendment of the Registration Statement or any amendment
of or supplement to the Prospectus or for any additional information, (iv)
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (v) the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose. The Company will use
its reasonable best efforts to prevent the issuance
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of any such stop order or notice of suspension of qualification and, if
issued, to obtain as soon as possible the withdrawal thereof. Upon the
Agents' request, the Company will within a reasonable time inform the
Agents of the aggregate principal amount of Notes registered under the
Registration Statement that remain unissued.
(b) Within the time during which a prospectus relating to
the Notes is required to be delivered under the Act, the Company will
comply with all requirements imposed upon it by the Act, as now and
hereafter amended, and by the rules and regulations of the Commission
thereunder, as from time to time in force, so far as necessary to permit
the continuance of sales of or dealings in the Notes as contemplated by the
provisions hereof and the Prospectus. If during such period any event
occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances then existing, not misleading, or if, in the opinion of the
Company, during such period it is necessary to amend or supplement the
Registration Statement or the Prospectus to comply with the Act, the
Company will promptly notify the Agents to suspend the solicitation of
offers to purchase the Notes in their capacity as Agents and to cease sales
of any Notes they may then own as principals and, to the extent required
under the provision in the last sentence of this subsection (b), the
Company will promptly amend or supplement the Registration Statement or the
Prospectus (at the expense of the Company) so as to correct such statement
or omission or effect such compliance. If such amendment or supplement,
and any documents, certificates, opinions and letters furnished to the
Agents pursuant to subsections (j), (k) and (l) of this Section 3 in
connection with the preparation and filing of such amendment or supplement
are reasonably satisfactory in all respects to an Agent, upon the filing of
such amendment or supplement with the Commission or effectiveness of an
amendment to the Registration Statement, such Agent will resume
solicitation of offers to purchase Notes hereunder. Notwithstanding the
foregoing, the Company shall not be required to comply with the provisions
of subsection (b) of this Section 3 during any period from the time the
Agents shall have been notified to suspend the solicitation of offers to
purchase the Notes in their capacity as Agent (whether under this
subsection (b) or otherwise under this Agreement) to the time the Company
shall determine that solicitation of offers to purchase the Notes should be
resumed; provided that if any Agent holds any Notes as principal purchased
pursuant to a Terms Agreement or otherwise pursuant to this Agreement, the
Company shall comply with the provisions of subsection (b) of this Section
3 during the period when a Prospectus is required to be delivered pursuant
to the Act.
(c) The Company will comply, in a timely manner, with all
applicable requirements under the Exchange Act relating to the filing with
the Commission of the Company's reports pursuant to Section 13(a), 13(c) or
15(d) of the Exchange Act and, if then applicable, of the Company's proxy
statements pursuant to Section 14 of the Exchange Act.
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(d) The Company will use its best efforts to qualify the
Notes for sale under the securities laws of such jurisdictions as the
Agents reasonably designate, to maintain such qualifications in effect so
long as required for the distribution of the Notes and, if requested by the
Agents, to arrange for the determination of the legality of the Notes for
purchase by institutional investors, except that the Company shall not be
required in connection therewith to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action which
would subject it to general or unlimited service of process in any
jurisdiction where it is not now so subject.
(e) The Company will furnish to the Agents copies of the
Registration Statement and the Prospectus (including all documents
incorporated by reference therein), and all amendments of and supplements
to the Registration Statement or the Prospectus which are filed with the
Commission during the period in which a prospectus relating to the Notes is
required to be delivered under the Act (including all documents filed by an
amendment or supplement with the Commission during such period which are
deemed to be incorporated by reference therein), in each case in such
quantities as the Agents may from time to time reasonably request.
(f) So long as any of the Notes are outstanding, the
Company agrees to furnish to the Agents, (i) copies of any reports sent
generally to holders of the Company's publicly held securities and (ii) in
accordance with the terms hereof, all reports and financial statements
filed by or on behalf of the Company with the Commission or any national
securities exchange.
(g) The Company will make generally available to its
security holders and to the Agents as soon as practicable, but in any event
not later than 15 months after the end of the Company's current fiscal
quarter, an earnings statement (which need not be audited) covering a
12-month period beginning after the date upon which any amendment of or
supplement to the Prospectus (other than a Pricing Supplement or an amend-
ment or supplement relating solely to an offering of debt securities other
than the Notes) is filed pursuant to Rule 424 under the Act, which shall
satisfy the provisions of Section 11(a) of the Act.
(h) The Company shall, whether or not any sale of Notes is
consummated or this Agreement is terminated, pay all expenses incident to
the performance of its obligations under this Agreement and under any Terms
Agreement, including, without limitation, the fees and disbursements of its
accountants and counsel, the cost of printing (or other production) and
delivery of the Registration Statement and the Prospectus, all amendments
thereof and supplements thereto, the Indenture, and all other documents
relating to the offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements (including reasonable fees
of counsel) incurred in connection with the qualification of the Notes for
sale and determination of eligibility for investment of the Notes under the
securities or Blue Sky laws of such jurisdictions as the Agents may
designate, the fees and disbursements of the Trustee, the fees of any
agency that rates the Notes, the fees and expenses in connection with any
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listing of the Notes on the New York Stock Exchange, Inc. (the "New York
Stock Exchange") or such other securities exchange agreed to in writing by
the Company, the fees and expenses incurred with respect to any filing with
the National Association of Securities Dealers, Inc. and the reasonable
fees and disbursements of Dewey Ballantine, as counsel for the Agents, or
other counsel reasonably satisfactory to both the Agents and the Company,
and such other expenses, including, without limitation, advertising
expenses as may be agreed upon by the Agents and the Company; provided,
however, that with respect to any purchase of Notes by the Agent as
principal pursuant to a Terms Agreement and with respect to which Dewey
Ballantine or other counsel is employed by such Agent as counsel to such
Agent, the fees and disbursements of Dewey Ballantine or such other counsel
to such Agents shall not be paid by the Company.
(i) During the term of this Agreement, the Company shall
furnish to the Agents such relevant documents and certificates of officers
of the Company relating to the business, operations and affairs of the
Company, the Registration Statement, the Prospectus, any amendments or
supplements thereto, the Indenture, the Notes, this Agreement, the
Procedures, any Terms Agreement and the performance by the Company of its
obligations hereunder or thereunder as the Agents may from time to time
reasonably request and shall promptly notify the Agents orally, followed by
written notice, of any downgrading, or of its receipt of any notice of any
intended downgrading, or of notice of a change that does not indicate the
direction of the possible change, in the rating accorded any of the
Company's securities by Moody's Investor Service or Standard & Poor's
Corporation or, if one of them no longer rates the securities of the
Company, another "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under the Act.
(j) Each time the Registration Statement or the Prospectus
is amended or supplemented (other than a Pricing Supplement or amendment or
supplement relating solely to an offering of debt securities other than the
Notes), including each time an Annual Report on Form 10-K, a Quarterly
Report on Form 10-Q, or a Report on Form 8-K (but with respect to a Report
on Form 8-K, only if the Agents so request within a reasonable time after
its filing) filed under the Act or the Exchange Act is incorporated by
reference into the Prospectus, the Company will deliver or cause to be
delivered forthwith to the Agents a certificate of the Company signed by
the Chairman of the Board, any Vice Chairman, the President or any Vice
President and by the principal financial or accounting officer of the
Company (or another officer or officers acceptable to the Agents), dated
the date of the effectiveness of such amendment or the date of filing with
the Commission of such supplement or document, as the case may be, in form
reasonably satisfactory to the Agents, to the effect that the statements
contained in the certificate referred to in Section 4(b)(iii) that was last
furnished to the Agents (either pursuant to Section 4(b)(iii) or pursuant
to this Section 3(j)) are true and correct at the time of the effectiveness
of such amendment or the time of filing of such supplement or document, 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, as
amended at the time of effectiveness of such amendment, and to the Pro-
spectus, as
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amended and supplemented at the date of such certificate) or, in lieu of
such certificate, a certificate of the same tenor as the certificate
referred to in Section 4(b)(iii) but modified, if necessary, to relate to
the Registration Statement, as amended at the time of the effectiveness of
such amendment, and to the Prospectus, as amended and supplemented at the
date of such certificate.
(k) Each time the Registration Statement or the Prospectus
is amended or supplemented (other than a Pricing Supplement or an amendment
or supplement relating solely to an offering of debt securities other than
the Notes), including each time an Annual Report on Form 10-K, a Quarterly
Report on Form 10-Q or a Report on Form 8-K (but with respect to a Report
on Form 8-K, only if the Agents so request within a reasonable time after
its filing) filed under the Act or the Exchange Act is incorporated by
reference into the Prospectus, the Company shall furnish to or cause to be
furnished forthwith to the Agents the written opinion of the General
Counsel of the Company or other counsel reasonably satisfactory to the
Agents dated the date of the effectiveness of such amendment or the date of
filing with the Commission of such supplement or document, as the case may
be, in form reasonably satisfactory to the Agents, to the effect set forth
in Exhibit C hereto. In lieu of such opinion, counsel last furnishing such
an opinion to the Agents may furnish to the Agents a letter to the effect
that the Agents may rely on such last opinion to the same extent as though
it were dated the date of such letter and authorizing reliance on such last
opinion (except that statements in such last opinion will be deemed to
relate to the Registration Statement, as amended at the time of the
effectiveness of such amendment, and to the Prospectus, as amended and
supplemented at the date of such letter).
(l) Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or supplemental
financial information (other than a Pricing Supplement or any amendment or
supplement relating solely to an offering of debt securities other than the
Notes) including each time an Annual Report on Form 10-K, a Quarterly
Report on Form 10-Q or a Report on Form 8-K (but with respect to a Report
on Form 8-K only if the Agents so request within a reasonable time after
its filing) filed under the Act or the Exchange Act is incorporated by
reference into the Prospectus to set forth financial information included
in or derived from the Company's consolidated financial statements or
accounting records as of the end of the most recent fiscal quarter or
fiscal year, the Company shall cause KPMG Peat Marwick LLP, its independent
certified public accountants, forthwith to furnish the Agents a letter,
dated the date of the effectiveness of such amendment or the date of filing
of such supplement or document, as the case may be, in form satisfactory to
the Agents, of the same tenor as the letter referred to in Section 4(b)(iv)
hereof but modified to relate to the Registration Statement and Prospectus,
as amended and supplemented to the date of such letter, with such changes
as may be necessary to reflect changes in the financial statements and
other information derived from the accounting records of the Company;
provided, that if the Registration Statement or the Prospectus is amended
or supplemented solely to include or incorporate by reference financial
information with respect to a fiscal
11
<PAGE>
quarter, KPMG Peat Marwick LLP may limit the scope of such letter to the
unaudited financial statements included in such amendment or supplement.
(m) Each acceptance by the Company of an offer for the
purchase of Notes and each sale of Notes to an Agent as principal shall be
deemed to be an affirmation that the representations and warranties of the
Company contained in or made pursuant to this Agreement are true and
correct in all material respects at the time of such acceptance or sale, as
the case may be, as though made at and as of such time, and an undertaking
that such representations and warranties will be true and correct in all
material respects at the time of delivery to the purchaser or his agent, or
the Agent or Agents, or an Agent as principal, of the Notes relating to
such acceptance, as the case may be, 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 sup-
plemented to each such time).
(n) Anything to the contrary in subsections (i), (j), (k)
and (l) of this Section 3 notwithstanding, if, at the time of any required
notice, amendment or supplement to the Registration Statement or Pro-
spectus, the Company shall have instructed the Agents to suspend
solicitation of offers to purchase the Notes in their capacity as Agents of
the Company and the Agents do not then hold any Notes acquired by them as
principal pursuant to a Terms Agreement, the Company shall not be obligated
to furnish or cause to be furnished to the Agents any notice, certificate,
opinion or letter otherwise required until such time as it shall determine
that solicitation of offers to purchase the Notes should be resumed; and
provided further that, prior to resuming such solicitation the Agents shall
be entitled to receive any such notices, certificates, opinions or letters
not previously furnished, accurate as of the date of such notice, certifi-
cate, opinion or letter.
4. Conditions to the Obligations of the Agents. Each of the
-------------------------------------------
Agents' obligations to solicit offers to purchase Notes as agents of the
Company, each of the Agents' obligations to purchase Notes as principal
pursuant to any Terms Agreement or otherwise and the obligation of any
other purchaser to purchase Notes from the Company will be subject to the
accuracy in all material respects of the representations and warranties on
the part of the Company herein contained, to the accuracy of the statements
of the Company's officers made in each certificate furnished pursuant to
the provisions hereof and to the performance and observance by the Company
of all covenants and agreements herein contained on its part to be
performed and observed (in the case of each of the Agents' obligations to
solicit offers to purchase Notes, at the time of such solicitation, and, in
the case of each of the Agents' or any other purchaser's obligation to
purchase Notes, at the time the Company accepts the offer to purchase such
Notes and at the time of purchase) and (in each case) to the following
additional conditions precedent when and as specified:
12
<PAGE>
(a) On the corresponding Settlement Date:
(i) There shall not have occurred any material adverse
change in the financial condition, earnings or business of the Company
and its subsidiaries, taken as a whole, from that set forth in the
Registration Statement, as amended or supplemented, that in the
relevant Agent's judgment, makes it impracticable to market the Notes
on the terms and in the manner contemplated in the Prospectus except,
in the case of any purchase of Notes by an Agent as principal, as
disclosed to the relevant Agent in writing by the Company before it
accepted the offer to purchase such Notes.
(ii) There shall not have occurred any (A) suspension
or material limitation in trading of securities generally on the New
York Stock Exchange, the Chicago Board Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, or any setting of
minimum prices for trading on any such exchange, or any suspension of
trading of any securities of the Company on any exchange or in the
over-the-counter market, (B) declaration of a general moratorium on
commercial banking activities in New York by either federal or New
York state authorities or (C) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of
war by Congress or any other substantial national or international
calamity or emergency that, in the relevant Agent's judgment, is
material and adverse and, in the case of any of the events described
in clauses (ii)(A) through (C) such event, makes it, in the relevant
Agent's judgment, impracticable to market the Notes on the terms and
in the manner contemplated by the Prospectus, as amended or
supplemented, except, in the case of any purchase of Notes by an Agent
as principal, for any such event occurring before the Company accepted
the offer to purchase such Notes.
(iii) There shall not have been any downgrading, nor
any notice given of any intended downgrading, in the rating accorded
any of the Company's securities by Moody's Investor Service or
Standard & Poor's Corporation or, if one of them no longer rates the
securities of the Company, another "nationally recognized statistical
rating organization," as such term is defined for purposes of Rule
436(g)(2) under the Act, except, in the case of any purchase of Notes
by an Agent as principal, as disclosed to the relevant Agent in
writing by the Company before it accepted the offer to purchase such
Notes.
(b) On the Commencement Date and, if called for by any
agreement by an Agent to purchase Notes as principal, on the corresponding
Settlement Date:
(i) The Company shall have furnished to the Agents the
opinion of the General Counsel of the Company (or other counsel for
the Company reasonably acceptable to the Agents) on the Commencement
Date, and,
13
<PAGE>
on the Settlement Date will furnish the opinion of the General Counsel
of the Company (or other counsel for the Company reasonably acceptable
to the Agents) and, if called for by a Terms Agreement, the opinion of
other counsel, dated the Commencement Date or the Settlement Date, as
the case may be, to the effect set forth in Exhibit C hereto.
(ii) The Agents shall have received from Dewey
Ballantine, counsel for the Agents (or other counsel reasonably
acceptable to the Agents and the Company), an opinion dated the
Commencement Date or the Settlement Date, as the case may be, to the
effect set forth in Exhibit D hereto.
(iii) The Company shall have furnished to the Agents a
certificate of the Company, signed by the Chairman of the Board, any
Vice Chairman, the President or any Vice President and by the
principal financial or accounting officer of the Company (or another
officer or officers acceptable to the Agents), dated the Commencement
Date or the Settlement Date, as the case may be, to the effect that
each signatory of such certificate has carefully examined the
Registration Statement, as amended as of the date of such certificate,
the Prospectus, as amended and supplemented as of the date of such
certificate, and this Agreement and that:
(A) the representations and warranties of the
Company in this Agreement are true and correct in all material
respects on and as of the date of such certificate with the same
effect as if made on the date of such certificate and the Company
has complied in all material respects with all the agreements and
satisfied in all material respects all the conditions on its part
to be performed or satisfied as a condition to the obligations of
the Agents under this Agreement;
(B) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for
that purpose have been instituted or, to their knowledge, have
been threatened; and
(C) since the date of the most recent financial
statements included in the Prospectus, as amended and supple-
mented, there has been no material adverse change in the
consolidated financial condition or results of operations of the
Company and its subsidiaries, taken as a whole, which is not
disclosed in the Prospectus, as amended or supplemented.
(iv) KPMG Peat Marwick LLP, or other nationally
recognized independent accounting firm, shall have furnished to the
Agents a letter or letters, dated the Commencement Date or the
Settlement Date, as the
14
<PAGE>
case may be, in form and substance reasonably satisfactory to the
Agents, to the effect set forth in Exhibit E hereto.
(v) The Company shall have furnished to the Agents
such appropriate further information, certificates and documents as
the Agents may reasonably request.
5. Indemnification and Contribution. (a) The Company will
--------------------------------
indemnify and hold harmless each Agent against any losses, claims, damages
or liabilities, joint or several, to which such Agent may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement when it became effective, or in the
Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related Preliminary Prospectus, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading and will reimburse each Agent for any legal or other
expenses reasonably incurred by it in connection with investigating or
defending against such loss, claim, damage, liability or action and all
such expenses shall be reimbursed as they are incurred; provided, however,
that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Agent
specifically for use therein and such indemnity with respect to any
preliminary prospectus, the Prospectus or any Preliminary Prospectus, shall
not inure to the benefit of such Agent (or any person controlling such
Agent) if the Company shall have delivered sufficient quantities of the
Prospectus, as amended and supplemented, to the Agent within a reasonable
time prior to the earlier of the delivery of the written confirmation of
the sale of such Notes or the delivery of such Notes to the person
asserting such loss, claim, damage, liability or action for which
indemnification is sought, and the Prospectus as so amended and
supplemented (excluding documents incorporated by reference) was not sent
or given to such person by the Agent at or prior to the earlier of the
delivery of the written confirmation of the sale of such Notes or the
delivery of such Notes to such person in any case where such sending or
giving of a prospectus is required by the Act, and the untrue statement or
omission of a material fact contained in such preliminary prospectus, such
Prospectus or such preliminary supplemental prospectus, was corrected in
the Prospectus, as so amended and supplemented, provided to the Agents.
(b) Each Agent will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material
fact contained in any part of the Registration Statement when it became
effective, or in the Registration Statement, the Prospectus or
15
<PAGE>
any amendment or supplement thereto, or any related Preliminary Prospectus,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made therein in reliance upon and in
conformity with written information furnished to the Company by or on
behalf of such Agent specifically for use therein, and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company
in connection with investigating or defending against any such loss, claim,
damage, liability or action and all such expenses shall be reimbursed as
they are incurred.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under such
subsection. In case any such action shall be brought against any
indemnified party, and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate in and, to the extent that it shall wish, jointly with any
other indemnifying party, similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation; provided, however, that the indemnified parties shall have
the right to employ one counsel to represent such indemnified parties if,
in the reasonable judgment of such indemnified parties, by reason of an
actual or potential conflict of interest in the defense of the action, it
is advisable for such indemnified parties to be represented by counsel
separate from the indemnifying party, in which event the reasonable fees
and expenses of such separate counsel shall be borne by the indemnifying
party and be reimbursed as they are incurred. The indemnifying party shall
not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
(d) If the indemnification provided for in this Section 5
is unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above, (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and each Agent
participating in the offering that gave rise to such losses, claims,
damages or liabilities (a "Relevant
16
<PAGE>
Agent") on the other from the offering of such Notes, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and each Relevant Agent on the other in connection
with the statements or omissions which resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and each Relevant Agent on the other in connection with the offering
of such Notes shall be deemed to be in the same proportion as the total net
proceeds from the offering of such Notes by such Relevant Agent (before
deducting expenses) received by the Company bear to the total commissions
received by such Relevant Agent in respect thereof. 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 Relevant Agent and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. If more than one Agent is a Relevant Agent in
respect of a proceeding, each Relevant Agent's obligation to contribute
pursuant to this Section 5 shall be several and not joint, and shall be in
the proportion that the principal amount of the Notes that are the subject
of such proceeding and that were offered and sold through such Relevant
Agent bears to the aggregate principal amount of the Notes that are the
subject of such proceeding. The Company and each of the Agents agree that
it would not be just and equitable if contributions pursuant to this
subsection (d) were to be determined by pro rata allocation (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 the first sentence of this subsection (d). The amount paid
or payable by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection
(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any action or claim (which shall be limited as provided in
subsection (c) above if the indemnifying party has assumed the defense of
any such action in accordance with the provisions thereof) which is the
subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Agent shall be required to contribute any amount in ex-
cess of the amount by which the total price at which the Notes were offered
and sold to the public by such Agent exceeds the amount of any damages
which such Agent has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. Promptly after
receipt by an indemnified party under this subsection (d) of notice of the
commencement of any action against such party in respect of which a claim
for contribution may be made against an indemnifying party under this
subsection (d), such indemnified party shall notify the indemnifying party
in writing of the commencement thereof if the notice specified in
subsection (c) above has not been given with respect to such action; but
the omission so to notify the indemnifying party shall not
17
<PAGE>
relieve it from any liability which it may have to any indemnified party
otherwise than under this subsection (d).
(e) The obligations of the Company under this Section 5
shall be in addition to any liability which the Company may otherwise have
and shall extend, upon the same terms and conditions, to each person, if
any, who controls any Agent within the meaning of the Act or the Exchange
Act; and the obligations of each of the Agents under this Section 5 shall
be in addition to any liability which the respective Agents may otherwise
have and shall extend, upon the same terms and conditions, to each director
of the Company (including any person who, with his consent, is named in the
Registration Statement as about to become a director of the Company), to
each officer of the Company who has signed the Registration Statement and
to each person, if any, who controls the Company within the meaning of the
Act or the Exchange Act.
6. Termination of the Appointment of the Agents. This Agreement
--------------------------------------------
may be terminated at any time by any party hereto upon the giving of
written notice of such termination to the other parties hereto. The termi-
nation of this Agreement shall not require termination of any agreement by
any Agent to purchase Notes as principal, and the termination of any such
agreement shall not require termination of this Agreement. The termination
of this agreement by the Company with respect to any Agent or Agents or by
any Agent shall not require termination of this Agreement with respect to
the other Agents hereunder. If this Agreement is terminated, no party
shall have any liability to any other party hereto, except as provided in
the first sentence of the second paragraph of Section 1(a), the last
proviso of Section 3(b), and Sections 3(f), 3(g), 3(h), 5, 7 and 11, and
except that, if at the time of termination an offer to purchase any of the
Notes has been accepted by the Company but the time of delivery to the
purchaser or its agent of the Note or Notes relating thereto has not
occurred, the Company's representations and warranties stated in Section 2
and its obligations under Sections 1(c), 3(a), 3(b), 3(c), 3(e), 3(i),
3(j), 3(k), 3(l), 3(m) and 4 shall also remain in full force and effect and
not be terminated until the delivery of such Notes.
7. Representations and Indemnities to Survive. The respective
------------------------------------------
agreements, representations, warranties, indemnities and other agreements
of the Company or its officers and of the Agents set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of the Agents or the Company or
any of the officers, directors or controlling persons referred to in
Section 5 hereof, and will survive delivery of and payment for the Notes.
8. Notices. All communications hereunder will be in writing and
-------
effective only on receipt, and, if sent to the Agents, will be mailed,
delivered or transmitted to them by any standard form of telecommunications
at:
18
<PAGE>
Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
Attention: Mark Meyer
MTN Product Manager
Fax: (212) 723-8553
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285-1200
Attention: Medium-Term Note Department
Fax: (212) 528-1718; 528-6295
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center, North Tower
10th Floor
New York, New York 10281-1310
Attention: MTN Product Management
Fax: (212) 449-2234
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260-0060
Attention: Medium Term Note Desk - 3rd Floor
Fax: (212) 648-5909
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas, 4th Floor
New York, New York 10020
Attention: Manager, Continuously Offered Products
Fax: (212) 764-7490
with a copy to:
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
19
<PAGE>
Attention: Manager, Credit Department
Fax: (212) 703-4575
or, if sent to the Company, will be mailed, delivered or transmitted by any
standard form of telecommunications at:
Commercial Credit Company
c/o Travelers Group Inc.
388 Greenwich Street
New York, N.Y. 10013
Attention: Treasurer
Reference Medium-Term Note Program
Fax: (212) 816-8919
Any party to this Agreement may change the address to which notices or
communications to it shall be directed by giving notice in writing to the
other parties hereto.
9. Successors. This Agreement will inure to the benefit of and
----------
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 5
hereof. Nothing expressed or implied in this Agreement or any Terms
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
Section 5 and their heirs and legal representatives, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any Terms
Agreement or any provision herein or therein contained. This Agreement and
any Terms Agreement and all conditions and provisions hereof and thereof
except to the extent provided for in Section 4 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 Notes shall be
deemed to be a successor by reason merely of such purchase. This Agreement
and the rights and obligations of the Agent hereunder may not be assigned
without the prior written consent of the Company.
10. Waivers, Etc. Neither any failure nor delay on the part of
------------
any party to exercise any right, remedy, power or privilege under this
Agreement (singly and collectively referred to as a "Right") shall operate
as a waiver of such Right, nor shall any single or partial exercise of any
Right preclude any other or further exercise of any Right, nor shall any
waiver of any Right with respect to any occurrence be construed as a waiver
of any Right with respect to any other occurrence.
11. Applicable Law. This Agreement will be governed by and
--------------
construed in accordance with the laws of the State of New York.
20
<PAGE>
If the foregoing is in accordance with your understanding of this
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and each Agent's acceptance shall represent a binding agreement
between the Company and each of the Agents.
Very truly yours,
COMMERCIAL CREDIT COMPANY
By /s/ Firoz B. Tarapore
-------------------------
Name: Firoz B. Tarapore
Title: Vice President and
Assistant Treasurer
The foregoing Agreement
is hereby confirmed and
accepted as of the date
first written above.
SMITH BARNEY INC. J.P. MORGAN SECURITIES INC.
By: /s/ Frank W. Hamilton, III By: /s/ Maria Sramek
---------------------------- ----------------------
Name: Frank W. Hamilton, III Name: Maria Sramek
Title: Managing Director Title: Vice President
LEHMAN BROTHERS INC. MORGAN STANLEY & CO. INCORPORATED
By: /s/ Herbert McDade By: /s/ Richard C. Schwartz
---------------------------- -------------------------
Name: Herbert McDade Name: Richard C. Schwartz
Title: Managing Director Title: Principal
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
By: /s/ Scott G. Primrose
----------------------------
Name: Scott G. Primrose
Title: Authorized Signatory
21
EXHIBIT 4.01
CUSIP NO.
REGISTERED PRINCIPAL AMOUNT:
No.
FORM OF
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, SIXTH SERIES
DUE NINE MONTHS OR MORE
FROM DATE OF ISSUE
(FIXED RATE)
If this Security is a Global Security (as defined below) the following
is applicable:
This Security is in global form (a "Global Security") within the
meaning of the Indenture hereinafter referred to. Unless this certificate
is presented by an authorized representative of The Depository Trust
Company (the "Depositary") (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and
such certificate is registered in the name of CEDE & CO., or such other
name as requested by an authorized representative of The Depository Trust
Company, and unless 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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
CERTIFICATED FORM, THIS GLOBAL SECURITY 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 SUCCESSOR DEPOSITARY.
<PAGE>
ISSUE PRICE: OPTION TO RECEIVE OPTIONAL RESET
PAYMENTS IN A SPEC- DATES:
IFIED CURRENCY OTH-
ER THAN U.S. DOL-
LARS:
[ ] YES [ ] NO
ORIGINAL ISSUE RENEWAL TERMS (if OPTIONAL EXTENSION
DATE: any): OF MATURITY:
[ ] YES [ ] NO
DATE ON WHICH IN- SINKING FUND: LENGTH OF EXTENSION
TEREST BEGINS TO PERIOD:
ACCRUE (IF DIFFER-
ENT FROM ORIGINAL
ISSUE DATE):
STATED MATURITY TOTAL AMOUNT OF NUMBER OF EXTENSION
DATE: OID: PERIODS:
INTEREST RATE: YIELD TO MATURITY: FINAL MATURITY DATE:
SPECIFIED CURRENCY INITIAL ACCRUAL DEPOSITARY:
(if other than U.S. PERIOD OID:
dollars):
AUTHORIZED DENOMI- OPTION TO ELECT RE- OPTIONAL REDEMP-
NATIONS (if Speci- PAYMENT: TION:
fied Currency is [ ] YES [ ] NO [ ] YES [ ] NO
U.S. dollars):
$1,000 and any inte-
gral multiple of
$1,000 in excess
thereof
(if Specified Cur-
rency is other than
U.S. dollars):
INTEREST PAYMENT OPTIONAL REPAYMENT INITIAL REDEMPTION
DATES: DATE(S ): DATE:
REGULAR RECORD OPTIONAL REPAYMENT REDEMPTION PRICE:
DATES: PRICE(S): [ ] % OF PRINCIPAL
AMOUNT
[ ] AS SET FORTH BELOW
EXCHANGE RATE OPTIONAL INTEREST OTHER PROVISIONS:
AGENT: (if other RATE RESET:
than Citibank, [ ] YES [ ] NO
N.A.)
2
<PAGE>
If applicable as specified above, the Redemption Price shall initially
be % of the principal amount of this Security payable at the Stated
Maturity and shall decline at each anniversary (each such date, a "Redemp-
tion Date") of the Initial Redemption Date by % of such principal amount
until the Redemption Price is 100% of such principal amount; provided that
if this Security is a Discount Security, unless otherwise specified above,
the Redemption Price shall be the Amortized Face Amount, as described
below. A "Discount Security" is any Security that has been issued with
more than a de minimis amount of original issue discount (as determined
under United States federal income tax rules applicable to original issue
discount instruments).
"Maturity," when used herein, means the date on which the principal of
this Security or an installment of principal becomes due and payable in
full in accordance with the terms of this Security and of the Indenture (as
defined in Section 1 below), whether at Stated Maturity or by declaration
of acceleration, call for redemption or otherwise.
COMMERCIAL CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to ____________,
or registered assigns, the Principal Amount specified above on the Stated
Maturity specified above and to pay interest thereon at the Interest Rate,
if any, specified above from the Original Issue Date specified above (or
the date on which interest otherwise begins to accrue (if different from
the Original Issue Date)) or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on March
15 and September 15 of each year (unless other Interest Payment Dates are
specified above) (each an "Interest Payment Date"), commencing on the first
Interest Payment Date next succeeding the Original Issue Date (or the date
on which interest otherwise begins to accrue (if different from the
Original Issue Date)) until the principal hereof is paid or made available
for payment. Except as provided in the following paragraph, the Company
will pay interest on each Interest Payment Date specified above, commencing
with the first Interest Payment Date next succeeding the Original Issue
Date (or the date on which interest otherwise begins to accrue (if differ-
ent from the Original Issue Date)), and at Maturity; provided that any
payment of principal (and premium, if any) or interest to be made on any
Interest Payment Date or at Maturity on a day that is not a Business Day
will be made on the next succeeding Business Day with the same force and
effect as if made on the Interest Payment Date or such date of Maturity, as
the case may be, and no additional interest shall accrue as the result of
such delayed payment. "Business Day" means each Monday, Tuesday, Wednes-
day, Thursday and Friday which is not a day on which banking institutions
in New York City are authorized or obligated by law or executive order to
close and, if this Security is denominated in or indexed to a Specified
Currency other than U.S. dollars or ECU, each Monday, Tuesday, Wednesday,
Thursday or Friday which is not a day on which banking institutions in the
principal financial center of the country issuing the Specified Currency
are authorized or required by law or regulation to close and a day on which
banking institutions in such principal financial center are carrying out
transactions in such Specified Currency and, if this Security is denominat-
ed in or indexed to ECU, each day which is not a day that banking institu-
tions in Luxembourg are authorized or required by law or regulation to
close and which is an ECU clearing day, as determined by the ECU Banking
Association in Paris.
Unless otherwise specified above, the interest so payable on any
Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the regular record dates set
forth above (whether or not a Business Day) (a "Regular Record Date");
provided that interest payable at Maturity shall be payable to the Person
to whom principal shall be payable; and provided, further, that in the case
of a
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Security issued between a Regular Record Date and the Interest Payment Date
relating to such Regular Record Date, the first payment of interest shall
be made on the Interest Payment Date following the next succeeding Regular
Record Date to the registered Holder on such next succeeding Regular Record
Date.
Unless otherwise specified above, all payments in respect of this
Security will be made in U.S. dollars even if this Security is denominated
in a Specified Currency other than U.S. dollars, as specified above, unless
the Holder hereof makes the election described below. If this Security is
denominated in a Specified Currency other than U.S. dollars, unless
otherwise provided above, the Exchange Rate Agent of the Company will
determine the amount of U.S. dollar payments in respect of this Security in
the manner described below; provided that the Holder hereof may, if so
indicated above, elect to receive all payments in such Specified Currency
by delivery of a written election with signature guarantees to the Com-
pany's paying agent in The City of New York (the "Paying Agent"). Any such
election must be received by the Paying Agent on or prior to the applicable
Regular Record Date or at least 15 calendar days prior to Maturity, as the
case may be. Such election shall remain in effect unless and until changed
(where permitted by the Indenture) by written notice to the Paying Agent,
but the Paying Agent must receive written notice of any such change on or
prior to the applicable Regular Record Date or at least 15 calendar days
prior to Maturity, as the case may be. Until the Securities are paid or
payment therefor is provided for, the Company will, at all times, maintain
a Paying Agent in The City of New York capable of performing the duties de-
scribed herein to be performed by the Paying Agent and, to the extent
permitted by the Indenture, the Company may be the Paying Agent. The
Company has initially appointed the Trustee as Paying Agent. The Company
will notify the Holder hereof in accordance with the Indenture of any
change in the Paying Agent or its address. All currency exchange costs
related to this Security, if any, will be borne by the Holder of this
Security by deductions from payments otherwise due such Holder hereunder.
Add Bracketed Language for Certificated Notes [Unless otherwise
indicated above, and except as provided below, payment of interest on this
Security (other than interest payable at Maturity) will be made by check
(unless otherwise provided above, from an account at a bank located outside
the United States if such check is payable in a currency other than U.S.
dollars) mailed to the Holder hereof at the registered address of such
Holder; provided that, if the Holder hereof is the Holder of U.S. $10,000,-
000 or more in aggregate principal amount of Securities of this series of
like tenor and term (or a Holder of the equivalent thereof in a Specified
Currency other than U.S. dollars determined as provided below), such Holder
shall be entitled to receive interest payments in immediately available
funds, but only if complete and appropriate instructions have been received
in writing by the Paying Agent on or prior to the applicable Regular Record
Date.] Simultaneously with any election by the Holder hereof to receive
payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder may, if so entitled, elect to receive such payments
in immediately available funds by providing complete and appropriate
instructions to the Paying Agent, and all such payments will be made in
immediately available funds to an account maintained by the payee with a
bank located outside the United States or as otherwise provided above.
Unless otherwise specified above and except as provided below, the princi-
pal hereof (and premium, if any) and interest, if any, hereon payable at
Maturity will be paid to the Holder in immediately available funds (unless
otherwise provided above, payable to an account maintained by the payee
with a bank located outside the United States if payable in a Specified
Currency other than U.S. dollars) upon surrender of this Security at the
corporate trust office or agency of the Paying Agent maintained for that
purpose in the Borough of Manhattan, The City of New York (or at such other
location as may be specified above), provided that this Security is
presented to the Paying Agent in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures. The
Company will pay any administrative costs imposed by banks in making
payments in immediately
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available funds, but any tax, assessment or governmental charge imposed
upon payments hereunder, including, without limitation, any withholding
tax, will be borne by the Holder hereof.
Unless otherwise specified above, if this Security is registered in
the name of the Depositary or its nominee, (i) payments of interest (other
than at Maturity), will be made in same-day funds in accordance with
arrangements between the Trustee and the Depositary and (ii) any principal,
premium, if any, and interest due at Maturity will be paid by the Trustee
by wire transfer in immediately available funds to an account specified by
the Depositary.
Unless otherwise specified above, interest on this Security, if any,
will be computed on the basis of a 360-day year of twelve 30-day months.
Each payment of interest hereon shall include interest accrued through
the day before the Interest Payment Date or date of Maturity, as the case
may be.
References herein to "U.S. dollars" or "U.S.$" or "$" are to the coin
or currency of the United States as at the time of payment is legal tender
for the payment of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH BELOW, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature, this Security shall not
be entitled to any benefit under the Indenture referred to below or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, Commercial Credit Company has caused this instru-
ment to be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
CITIBANK, N.A., COMMERCIAL CREDIT COMPANY
as Trustee
By:________________________________ By:_________________________________
Authorized Signatory
Attest:_____________________________
Secretary
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COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, SIXTH SERIES
DUE NINE MONTHS OR MORE
FROM DATE OF ISSUE
(FIXED RATE)
SECTION 1. General. This Security is one of a duly authorized issue
of Securities of the Company (herein called the "Securities"), issued and
to be issued in one or more series under an Indenture, dated as of December
1, 1986, as supplemented by the First Supplemental Indenture, dated as of
June 30, 1990 (herein called the "Indenture"), between the Company and
Citibank, N.A. (herein called the "Trustee," which term includes any
successor trustee under the Indenture) to which Indenture and all inden-
tures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated above, which
series constitute one series of Securities, limited in aggregate principal
amount to $750,000,000.
SECTION 2. Currency Exchanges and Payments. Unless otherwise
provided above, if the Specified Currency set forth above is other than
U.S. dollars, the amount of any U.S. dollar payment to be made in respect
hereof will be determined by the Exchange Rate Agent specified above or a
successor thereto (the "Exchange Rate Agent"), based on the indicative
quotation in The City of New York selected by such Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date, that yields the largest number of
U.S. dollars upon conversion of the Specified Currency. Unless otherwise
provided above, such selection shall be made from among the quotations of
at least three banks agreed to by the Company and the Exchange Rate Agent
appearing on the bank composite or multi-contributor pages of the Reuters
Monitor Foreign Exchange Service, or if not available, the Telerate Monitor
Foreign Exchange Service. If such quotations are unavailable from either
such foreign exchange service, such selection shall be made as specified
above. If payment is to be made in the Specified Currency and the Speci-
fied Currency is unavailable due to the imposition of exchange controls or
to other circumstances beyond the Company's control, or is no longer used
by the government of the country issuing such Specified Currency or for the
settlement of transactions by public institutions of or within the interna-
tional banking community, the Company will be entitled to make payments in
U.S. dollars on the basis of the noon buying rate in The City of New York
for cable transfers in the Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such Specified Currency on the second Business Day prior to the
applicable payment date, or on such other basis specified above. In the
event such Market Exchange Rate is not then available, the Company will be
entitled to make payments in U.S. dollars (i) if such Specified Currency is
not a composite currency, on the basis of the most recently available
Market Exchange Rate for such Specified Currency or (ii) if such Specified
Currency is a composite currency, including, without limitation, ECU, in an
amount determined by the Exchange Rate Agent to be the sum of the results
obtained by multiplying the number of units of each component currency of
such composite currency, as of the most recent date on which such composite
currency was used, by the Market Exchange Rate for such component currency
on the second Business Day prior to such payment date (or if such Market
Exchange Rate is not then available, by the most recently available Market
Exchange Rate for such component currency or as otherwise provided above).
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Unless otherwise specified above, if this Security is denominated in a
Specified Currency other than U.S. dollars or ECU and the Holder hereof
shall have elected to receive payments of principal (and premium, if any)
and interest, if any, on this Security in such Specified Currency as
described above, and such Specified Currency is unavailable as of the due
date for any such payment because of the imposition of exchange controls or
other circumstances beyond the Company's control, or is no longer used by
the government of the country issuing such Specified Currency or for the
settlement of transactions by public institutions of or within the interna-
tional banking community, then all payments due on such due date with
respect to this Security shall be made in U.S. dollars. Unless otherwise
specified above, the amount so payable on any date in such Specified
Currency shall be converted into U.S. dollars at a rate determined by the
Exchange Rate Agent on the basis of the most recently available Market
Exchange Rate.
Unless otherwise specified above, if this Security is denominated in
ECU and the Holder hereof shall have elected to receive payments of
principal (and premium, if any) and interest, if any, on this Security in
ECU as described above, and ECU are unavailable as of the due date for any
such payments because of the imposition of exchange controls or other
circumstances beyond the Company's control, or are no longer used in the
European Monetary System, all payments due on that due date with respect to
this Security shall be made in U.S. dollars. The amount so payable on any
date in ECU shall be converted into U.S. dollars at a rate determined by
the Exchange Rate Agent as of the second Business Day prior to the date on
which such payment is due on the following basis: The component currencies
of ECU for this purpose shall be the currency amounts that were components
of ECU as of the last date on which ECU were used in the European Monetary
System. The equivalent of ECU in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of such component currencies. The
U.S. dollar equivalent of each of such component currencies shall be
determined by the Exchange Rate Agent on the basis of the most recently
available Market Exchange Rate or as otherwise specified above.
If the official unit of any component currency of a composite currency
is altered by way of combination or subdivision, the number of units of
that currency as a component shall be divided or multiplied in the same
proportion. If two or more component currencies are consolidated into a
single currency, the amounts of those currencies as components shall be
replaced by an amount in such single currency equal to the sum of the
amounts of the consolidated component currencies expressed in such single
currency. If any component currency is divided into two or more curren-
cies, the amount of that currency as a component shall be replaced by
amounts of such two or more currencies having an aggregate value on the
date of division equal to the amount of the former component currency
immediately before such division.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder hereof, and
the Exchange Rate Agent shall have no liability therefor.
In the event of an official redenomination of the Specified Currency
(including, without limitation, such an official redenomination if the
Specified Currency is a composite currency), the obligations of the Company
with respect to payments on this Security shall, in all cases, be deemed
immediately following such redenomination to provide for payment of that
amount of redenominated currency representing the amount of such obliga-
tions immediately before such redenomination. Unless otherwise specified
herein or set forth above, in no event shall any adjustment be made to any
amount payable hereunder as a result of (i) any change in the value of the
Specified Currency relative to any other currency due solely to
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<PAGE>
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency itself
is officially redenominated).
SECTION 3. Redemption. If so specified above, the Company may at its
option redeem this Security in whole, or from time to time in part, on or
after the date designated as the Initial Redemption Date above at either a
price based on a constant percentage of the Principal Amount of this
Security as specified above or at prices declining from the premium
specified above, if any, to par together, in each case, with accrued
interest to the Redemption Date. The Company may exercise such option by
giving to the Holder hereof a notice of such redemption at least 30 but not
more than 60 days prior to the Redemption Date. In the event of redemption
of this Security in part only, a new Security or Securities of this series
for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof in accordance with the terms of the
Indenture. Unless otherwise specified above, if less than all of the
Securities with like tenor and terms to this Security are to be redeemed,
the Securities to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate.
SECTION 4. Optional Repayment. If so specified above, this Security
will be repayable prior to Stated Maturity at the option of the Holder on
the Optional Repayment Dates specified above at the Optional Repayment
Prices specified above together with accrued interest to the Optional
Repayment Date. Unless otherwise specified above, in order for this
Security to be so repaid, the Company must receive, at least 30 but not
more than 45 days prior to an Optional Repayment Date, this Security with
the form below entitled "Option to Elect Repayment" duly completed.
Exercise of this repayment option shall be irrevocable, except as otherwise
provided under Sections 5 and 6 below. The repayment option may be
exercised by the Holder of this Security for less than the aggregate
principal amount of the Security then outstanding provided that the
principal amount of the Security remaining outstanding after repayment is
an authorized denomination. Upon such partial repayment this Security
shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.
SECTION 5. Optional Interest Reset. If so specified above, the
interest rate on this Security may be reset at the option of the Company,
in the manner set forth below (unless otherwise specified above), on the
date or dates specified above (each an "Optional Reset Date"). The Company
may exercise such option by notifying the Trustee of such exercise at least
45 but not more than 60 days prior to an Optional Reset Date. Not later
than 40 days prior to such Optional Reset Date, the Trustee will give to
the Holder of this Security a notice (the "Reset Notice") setting forth
(i) the election of the Company to reset the interest rate, (ii) such new
interest rate and (iii) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset Date or, if
there is no such next Optional Reset Date, to the Stated Maturity of this
Security (each such period a "Subsequent Interest Period"), including the
date or dates on which or the period or periods during which and the price
or prices at which such redemption may occur during such Subsequent
Interest Period. Upon the transmittal by the Trustee of a Reset Notice to
the Holder of this Security, such new interest rate shall take effect
automatically, and, except as modified by the Reset Notice and as described
in the next paragraph, this Security will have the same terms as prior to
the transmittal of such Reset Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest
rate provided for in the Reset Notice and establish an interest rate that
is higher than the interest rate provided for in the Reset Notice for the
Subsequent Interest Period commencing on such Optional Reset Date by
causing the Trustee to transmit notice of such
9
<PAGE>
higher interest rate to the Holder of this Security. Such notice shall be
irrevocable. All Securities with respect to which the interest rate is
reset on an Optional Reset Date and with respect to which the Holders of
such Securities have not tendered such Securities for repayment (or have
validly revoked any such tender) pursuant to the succeeding paragraph will
bear such higher interest rate for the Subsequent Period.
If the Company elects to reset the interest rate of this Security, the
Holder of this Security will have the option to elect repayment by the
Company of this Security on any Optional Reset Date at a price equal to the
aggregate principal amount hereof outstanding on, plus any interest accrued
to, such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth above in
Section 4 for optional repayment except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days
prior to such Optional Reset Date and except that, if the Holder has
tendered this Security for repayment pursuant to the Reset Notice, the
Holder may, by written notice to the Trustee, revoke such tender for
repayment until the close of business on the tenth day prior to such
Optional Reset Date.
SECTION 6. Optional Extension of Maturity. If so specified above,
the Stated Maturity of this Security may be extended at the option of the
Company, in the manner set forth below (unless otherwise provided on the
face hereof), for the period or periods specified above (each an "Extension
Period") up to but not beyond the date (the "Final Maturity Date") set
forth above. The Company may exercise such option by notifying the Trustee
of such exercise at least 50 but no more than 60 days prior to the Stated
Maturity in effect prior to such exercise (the "Original Stated Maturity").
If the Company exercises such option, the Trustee will give to the Holder
of this Security no later than 40 days prior to the Original Stated
Maturity a notice (the "Extension Notice") relating to such Extension
Period, setting forth (i) the election of the Company to extend the
Original Stated Maturity, (ii) the new Stated Maturity (which shall then be
considered the Stated Maturity for all purposes of this Security), (iii)-
the interest rate applicable to the Extension Period and (iv) the provi-
sions, if any, for redemption during such Extension Period. Upon the
Trustee's transmittal of the Extension Notice, the Original Stated Maturity
of this Security shall be extended automatically, and, except as modified
by the Extension Notice and as described in the next paragraph, this
Security will have the same terms as prior to the transmittal of such
Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Original Stated Maturity of this Security the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish
an interest rate that is higher than the interest rate provided for in the
Extension Notice for the Extension Period by causing the Trustee to
transmit notice of such higher interest rate to the Holder of this Securi-
ty. Such notice shall be irrevocable. All Securities with respect to
which the Stated Maturity is extended and with respect to which the Holders
of such Securities have not tendered such Securities for repayment (or have
validly revoked any such tender) pursuant to the succeeding paragraph will
bear such higher interest rate for the Extension Period.
If the Company elects to extend the Stated Maturity of this Security,
the Holder hereof will have the option to elect repayment of this Security
by the Company on the Original Stated Maturity at a price equal to the
aggregate principal amount hereof outstanding plus interest accrued to such
date. In order to obtain such repayment, the Holder hereof must follow the
procedures set forth above in Section 4 for optional repayment, except that
the period for delivery of this Security or notification to the Trustee
shall be at least 25 but not more than 35 days prior to the Original Stated
Maturity and except that, if the Holder hereof has tendered this Security
for repayment pursuant to an Extension Notice, such Holder may, by written
notice to the Trustee, revoke such tender for repayment until the close of
business on the tenth day prior to the Original Stated Maturity.
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<PAGE>
SECTION 7. Optional Renewal. If so specified above, this Security
may be renewed by the Holder of the Security on an Interest Payment Date
(specified above) occurring in or prior to the twelfth month following the
Original Issue Date (the "Initial Maturity Date") in accordance with the
procedures described below.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified above)
prior to the Initial Maturity Date (as specified above) of a Renewable Note
(the "Initial Renewal Date") and on the Interest Payment Date occurring in
each sixth month (or in the last month of each Special Election Interval)
after such Initial Renewal Date (each, together with the Initial Renewal
Date, a "Renewal Date"), the term of this Security may be extended to the
Interest Payment Date occurring in the twelfth month (or, if a special
Election Interval is specified, the last month in a period equal to twice
the Special Election Interval) after such Renewal Date, if the Holder of
this Security elects to extend the term of this Security or any portion
hereof as provided below. If the Holder of this Security does not elect to
extend the term of any portion of the principal amount of this Security
during the specified period prior to any Renewal Date, such portion will
become due and payable on the Interest Payment Date occurring in the sixth
month (or the last month in the Special Election Interval) after such
Renewal Date (the "New Maturity Date").
A Holder of this Security may elect to renew the term of this Securi-
ty, or if specified above, any portion thereof, by delivering a notice to
such effect to the Paying Agent not less than 15 nor more than 30 days
prior to such Renewal Date (unless another period is specified above as the
"Special Election Period"). Such election will be irrevocable and will be
binding upon each subsequent Holder of this Security. An election to renew
the term of this Security may be exercised with respect to less than the
entire principal amount of this Security only if so specified above and
only in such principal amount, or any integral multiple in excess thereof,
as specified above. Notwithstanding the foregoing, the term of this
Security may not be extended beyond the maturity specified above.
If the Holder of this Security does not elect to renew the term of
this Security, this Security must be presented to the Trustee (or any duly
appointed paying agent) and, if this Security is issued in definitive form,
as soon as practicable following receipt of this Security the Trustee (or
any duly appointed paying agent) shall issue in exchange herefor in the
name of the Holder (i) a Security, in a principal amount equal to the
principal amount of this Security for which no election to renew the term
thereof was exercised, with terms identical to those specified on this
Security (except that such Security shall have a fixed, nonrenewable
maturity on the New Maturity Date) and (ii) if an election to renew is made
with respect to less than the full principal amount of this Security, a
replacement Security, in a principal amount equal to the principal amount
of such exchanged Security for which the election to renew was made, with
terms identical to such exchanged Security.
SECTION 8. Sinking Fund. Unless otherwise specified above, this
Security will not be subject to any sinking fund.
SECTION 9. Discount Securities. If this Security is a Discount
Security, unless otherwise specified above, the amount payable in the event
of redemption by the Company, repayment at the option of the Holder or
acceleration of maturity, in lieu of the principal amount due at the Stated
Maturity hereof, shall be the Amortized Face Amount of this Security as of
the date of such redemption, repayment or acceleration. For the purpose of
determining whether Holders of the
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<PAGE>
requisite amount of Securities outstanding under the Indenture have made a
demand or given a notice or waiver or taken any other action, the outstand-
ing principal amount will be deemed to be the Amortized Face Amount. The
"Amortized Face Amount" of this Security shall be the amount equal to
(a) the Issue Price (as set forth above) plus (b) that portion of the
difference between the Issue Price and the principal amount hereof that has
accrued at the Yield to Maturity (as set forth above) (computed in accor-
dance with generally accepted United States bond yield computation princi-
ples) at the date as of which the Amortized Face Amount is calculated, but
in no event shall the Amortized Face Amount of this Security exceed its
stated principal amount.
SECTION 10. Modification and Waivers. 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 to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of Securities of each series at the time outstanding, on
behalf of the Holders of all Securities of such series, to waive certain
existing defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and
of any Security 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 Security.
SECTION 11. Obligations Unconditional. No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and uncondition-
al, to pay the principal of, premium, if any, and interest, if any, on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
SECTION 12. Defeasance. The Indenture contains provisions for
defeasance and covenant defeasance at any time of the indebtedness on this
Security upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Security.
SECTION 13. Authorized Denominations. The Securities of this series
are issuable only in global or certificated registered form, without
coupons. Unless otherwise set forth above, Securities denominated in U.S.
dollars will be issued in denominations of U.S. $1,000 and any integral
multiple of U.S. $1,000 in excess thereof. Securities denominated in a
specified currency other than U.S. dollars will be issued in the denomina-
tion or denominations set forth above. As provided in the Indenture and
subject to certain limitations therein set forth and to the limitations
described below, if applicable, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a
different authorized denomination, as requested by the Holder surrendering
the same.
SECTION 14. Registration of Transfer. As provided in the Indenture
and subject to certain limitations as therein set forth, the transfer of
this Security is registrable in the Register, upon surrender of this
Security for registration of transfer, at the office or agency of the
Company in any place where the principal of, premium, if any, and interest,
if any, on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to those of the
Company, the Trustee and the Registrar requiring such written instrument of
transfer duly executed by, the Holder hereof or his attorney duly autho-
rized in writing, and thereupon one or more new
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Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company
within 90 days, the Company will issue Securities in certificated form in
exchange for each Global Security. In addition, the Company may at any
time determine not to have Securities represented by a Global Security,
and, in such event, will issue Securities in certificated form in exchange
for the Global Security representing such Security. In any such instance,
an owner of a beneficial interest in a Global Security will be entitled to
physical delivery in certificated form of Securities equal in principal
amount to such beneficial interest and to have such Securities registered
in its name. Unless otherwise set forth above, Securities so issued in
certificated form will be issued in denominations of U.S. $1,000 (or such
other denomination as shall be specified by the Company) or any amount in
excess thereof which is an integral multiple of U.S. $1,000 and will be
issued in registered form only, without coupons.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of trans-
fer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this Security is registered as the owner
hereof for all purposes.
SECTION 15. Events of Default. If an Event of Default with respect
to Securities of this series shall occur and be continuing, the principal
of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. In the event that
the principal of the Securities of this series is so declared to be due and
payable, if this Security is a Discount Security, unless otherwise speci-
fied above, the amount of principal of this Security that becomes due and
payable upon such declaration shall be equal to the Amortized Face Amount
as defined in Section 9 hereof. Upon payment (i) of the aggregate applica-
ble amounts of principal of the Securities of this series so declared due
and payable and (ii) of interest on any overdue principal and overdue
interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect
of the payment of the principal of and interest, if any, on the Securities
of this series shall terminate.
SECTION 16. Defined Terms. All terms used in this Security which are
defined in the Prospectus Supplement dated May 26, 1995, or in the Inden-
ture and are not otherwise defined in this Security shall have the meanings
assigned to them in the Indenture.
SECTION 17. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
13
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- _________________ Custodian _______________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
__________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
______________________
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and trans-
fer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
- ---------------------------------------------------------------------------
Please print or type name and address, including zip code of assignee
- ---------------------------------------------------------------------------
the within Security of COMMERCIAL CREDIT COMPANY and all rights thereunder
and does hereby irrevocably constitute and appoint
_________________________________________________________________Attorney
to transfer the said Security on the books of the within-named Company,
with full power of substitution in the premises.
Dated __________________________
SIGNATURE GUARANTEED:___________________________________________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within Security in every
particular, without alteration or enlargement
or any change whatsoever.
14
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to
have the Company repay the principal amount of this Security or portion
hereof below designated at (i) the Optional Repayment Price indicated
above, if this Security is to be repaid pursuant to the Optional Repayment
provision hereof or (ii) 100% of the principal amount of this Security to
be repaid plus accrued interest to the Optional Reset Date, if this
Security is to be repaid pursuant to the Optional Interest Reset provision
hereof, or to the Original Stated Maturity, if this Security is to be
repaid pursuant to the Optional Extension of Maturity provision hereof.
Dated:_________________________ ____________________________________
Signature
Sign exactly as name appears on the
front of this Security [SIGNATURE GUAR-
ANTEED -- required only if Securities
are to be issued and delivered to other
than the registered Holder]
Principal amount to be repaid, Fill in for registration of
if amount to be repaid is less Securities if to be issued
than the principal amount of otherwise than to the regis-
this Security (principal amount tered Holder:
remaining must be an authorized
denomination)
Name:_________________________
$_____________________________ Address:______________________
_________________________
(Please print name and
address including zip
code)
SOCIAL SECURITY OR OTHER TAX-
PAYER ID NUMBER
______________________________
15
EXHIBIT 4.02
CUSIP NO.
REGISTERED PRINCIPAL AMOUNT:
No.
FORM OF
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, SIXTH SERIES,
DUE NINE MONTHS OR MORE
FROM DATE OF ISSUE
(FLOATING RATE)
If this Security is a Global Security (as defined below) the following is
applicable:
This Security is in global form (a "Global Security") within the meaning of
the Indenture hereinafter referred to. Unless this certificate is
presented by an authorized representative of The Depository Trust Company
(the "Depositary") (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and such
certificate is registered in the name of CEDE & CO., or such other name as
requested by an authorized representative of The Depository Trust Company,
and unless 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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
CERTIFICATED FORM, THIS GLOBAL SECURITY 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 SUCCESSOR DEPOSITARY.
<PAGE>
ISSUE PRICE: MINIMUM INTEREST RATE: OPTION TO ELECT REPAY-
MENT:
[ ] YES [ ] NO
ORIGINAL ISSUE DATE: INTEREST RESET PERIOD: OPTIONAL REPAYMENT
DATE(S):
DATE ON WHICH INTEREST INTEREST RESET DATES: OPTIONAL REPAYMENT
BEGINS TO ACCRUE (IF PRICE(S):
DIFFERENT FROM ORIG-
INAL ISSUE DATE):
STATED MATURITY: INTEREST PAYMENT OPTIONAL INTEREST RATE
PERIOD: RESET:
[ ] YES [ ] NO
INITIAL INTEREST RATE: INTEREST PAYMENT DATES: OPTIONAL RESET DATES:
BASE RATE: REGULAR RECORD DATES OPTIONAL EXTENSION OF
(if other than the MATURITY:
fifteenth day (whether [ ] YES [ ] NO
or not a Business Day)
preceding each Inter-
est Payment Date):
INDEX MATURITY: EXCHANGE RATE AGENT: LENGTH OF EXTENSION
(if other than Citi- PERIOD:
bank, N.A.)
SPREAD (PLUS OR MIN- OPTION TO RECEIVE PAY- NUMBER OF EXTENSION
US): MENTS IN SPECIFIED PERIODS:
CURRENCY OTHER THAN
U.S. DOLLARS:
[ ] YES [ ] NO
DESIGNATED DEPOSIT SINKING FUND: FINAL MATURITY DATE:
CURRENCY (if other
than U.S. dollars):
SPREAD MULTIPLIER: TOTAL AMOUNT OF OID: DEPOSITARY:
SPECIFIED CURRENCY (if YIELD TO MATURITY OPTIONAL REDEMPTION:
other than U.S. dol- [ ] YES [ ] NO
lars):
AUTHORIZED DENOMINA- INITIAL ACCRUAL PERIOD INITIAL REDEMPTION
TIONS (if Specified OID: DATE:
Currency is U.S. dol-
lars): $1,000 and any
integral multiple of
$1,000 in excess the-
reof
(if Specified Currency RENEWAL TERMS: REDEMPTION PRICE:
is other than U.S. (if any) [ ] % OF PRINCIPAL
dollars): AMOUNT
CALCULATION AGENT: (if INVERSE FLOATING RATE [ ] AS SET FORTH
other than Citibank, NOTE: [ ] YES [ ] NO BELOW
N.A.)
MAXIMUM INTEREST RATE: OTHER PROVISIONS:
2
<PAGE>
If applicable as specified above, the Redemption Price shall initially
be % of the principal amount of this Security payable at the Stated
Maturity thereof and shall decline at each anniversary (each such date, a
"Redemption Date") of the Initial Redemption Date by % of such principal
amount until the Redemption Price is 100% of such principal amount;
provided that if this Security is a Discount Security, unless otherwise
specified above, the Redemption Price shall be the Amortized Face Amount,
as described below. A "Discount Security" is any Security that has been
issued with more than a de minimis amount of original issue discount (as
determined under United States federal income tax rules applicable to
original issue discount instruments).
"Maturity," when used herein, means the date on which the principal of
this Security or an installment of principal becomes due and payable in
full in accordance with the terms of this Security and of the Indenture (as
defined in Section 1 below), whether at Stated Maturity or by declaration
of acceleration, call for redemption or otherwise.
COMMERCIAL CREDIT COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to __________, or
registered assigns, the Principal Amount specified above on the Stated
Maturity specified above and to pay interest thereon at the Initial
Interest Rate specified above from the Original Issue Date specified above
(or the date on which interest otherwise begins to accrue (if different
from the Original Issue Date)) or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, until the first
Interest Reset Date specified above following the Original Issue Date (or
the date on which interest otherwise begins to accrue (if different from
the Original Issue Date)); provided that in the case of a Note that resets
daily or weekly, interest payments will include interest accrued to and
including the next preceding Regular Record Date (as defined below), except
that at Maturity or earlier redemption, as the case may be, the interest payable
will include interest accrued to, but excluding the Maturity date or the date of
redemption, as the case may be, and thereafter at the Base Rate specified above,
plus or minus the Spread, if any, and/or multiplied by the Spread Mul-
tiplier, if any, specified above, determined in accordance with the
provisions below, until the principal hereof is paid or made available for
payment. Except as provided in the following paragraph, the Company will
pay interest on each Interest Payment Date specified above, commencing with
the first Interest Payment Date specified succeeding the Original Issue
Date (or the date on which interest otherwise begins to accrue (if
different from the Original Issue Date)), and at Maturity, provided that
unless otherwise set forth above, if an Interest Payment Date would
otherwise be a day that is not a Business Day, such Interest Payment Date
shall be the next succeeding Business Day, except that, if the Base Rate
specified above is LIBID or LIBOR and such day would fall in the succeeding
calendar month, such Interest Payment Date will be the preceding Business
Day (and this exception shall apply in lieu of any provision of Section 113
of the Indenture to the contrary); and provided further that any payment of
principal (and premium, if any) and interest required to be made on this
Security at Maturity on a day that is not a Business Day will be made on
the next succeeding Business Day (in each case with the same force and
effect as if made on such date of Maturity, and no additional interest
shall accrue as a result of any such delayed payment).
Except if the Base Rate specified above is LIBOR or LIBID, "Business
Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in New York City are authorized or
obligated by law or executive order to close and, if this Security is
denominated in or indexed to a Specified Currency other than U.S. dollars
or ECU, each Monday, Tuesday, Wednesday, Thursday or Friday which is not a
day on which banking institutions in the principal financial center of the
country issuing the Specified Currency are authorized or required by law or
regulation to close and a day on which banking institutions in such
principal financial center are carrying out transactions in such Specified
Currency and, if this Security is denominated in or
3
<PAGE>
indexed to ECU, each day which is not a day that banking institutions in
Luxembourg are authorized or required by law or regulation to close and
which is an ECU clearing day, as determined by the ECU Banking Association
in Paris. If the Base Rate specified above is LIBOR or LIBID, "Business
Day" shall mean each day as determined pursuant to the preceding sentence
which is also a "London Business Day." "London Business Day" means any day
on which dealings in deposits in the Designated Deposit Currency are
transacted in the London interbank market.
Unless otherwise specified above, the interest so payable on any
Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the fifteenth day (whether or not
a Business Day) preceding such Interest Payment Date (a "Regular Record
Date"); provided that interest payable at Maturity shall be payable to the
Person to whom principal shall be payable; and provided, further, that in
the case of a Security issued between a Regular Record Date and the
Interest Payment Date relating to such Regular Record Date, interest for
the period beginning on the Original Issue Date (or the date on which
interest otherwise begins to accrue (if different from the Original Issue
Date)) and ending on such Interest Payment Date shall be paid on the
Interest Payment Date following the next succeeding Regular Record Date to
the registered Holder on such next succeeding Regular Record Date.
Unless otherwise specified above, all payments in respect of this
Security will be made in U.S. dollars even if this Security is denominated
in a Specified Currency other than U.S. dollars, as specified above, unless
the Holder hereof makes the election described below. If this Security is
denominated in a Specified Currency other than U.S. dollars, unless
otherwise provided above, the Exchange Rate Agent of the Company will
determine the amount of U.S. dollar payments in respect of this Security in
the manner described below; provided that the Holder hereof may, if so
indicated above, elect to receive all payments in such Specified Currency
by delivery of a written election with signature guarantees to the Com-
pany's payment agent in The City of New York (the "Paying Agent"). Any
such election must be received by the Paying Agent on or prior to the
applicable Regular Record Date or at least 15 calendar days prior to
Maturity, and no such change of election may be made with respect to
payments on any Note with respect to which (i) an Event of Default has
occurred, (ii) the Company has exercised any of its defeasance or covenant
options, or (iii) the Company has given notice of redemption, as the case
may be. Such election shall remain in effect unless and until changed
(where permitted by the Indenture) by written notice to the Paying Agent,
but the Paying Agent must receive written notice of any such change on or
prior to the applicable Regular Record Date or at least 15 calendar days
prior to Maturity, as the case may be. Until the Securities are paid or
payment therefor is provided for, the Company will, at all times, maintain
a Paying Agent in The City of New York capable of performing the duties
described herein to be performed by the Paying Agent and, to the extent
permitted by the Indenture, the Company may be the Paying Agent. The
Company has initially appointed the Trustee as Paying Agent. The Company
will notify the Holder hereof in accordance with the Indenture of any
change in the Paying Agent or its address. All currency exchange costs
related to this Security, if any, will be borne by the Holder of this
Security by deductions from payments otherwise due such Holder hereunder.
Add Bracketed Language for Certificated Notes [Unless otherwise
indicated above, and except as provided below, payment of interest on this
Security (other than interest payable at Maturity) will be made by check
(unless otherwise provided above, from an account at a bank located outside
the United States if such check is payable in a currency other than U.S.
dollars) mailed to the Holder hereof at the registered address of such
Holder; provided that, if the Holder hereto is the
4
<PAGE>
Holder of U.S.$10,000,000 or more in aggregate principal amount of
Securities of like tenor and term (or a Holder of the equivalent thereof in
a Specified Currency other than U.S. dollars determined as provided below),
such Holder shall be entitled to receive interest payments in immediately
available funds, but only if complete and appropriate instructions have
been received in writing by the Paying Agent on or prior to the applicable
Regular Record Date.] Simultaneously with any election by the Holder
hereof to receive payments in respect hereof in the Specified Currency (if
other than U.S. dollars), such Holder may, if so entitled, elect to receive
such payments in immediately available funds by providing complete and
appropriate instructions to the Paying Agent, and all such payments will be
made in immediately available funds to an account maintained by the payee
with a bank located outside the United States or as otherwise provided
above. Unless otherwise specified above, and except as provided below, the
principal hereof (and premium, if any) and interest hereon payable at
Maturity will be paid to the Holder in immediately available funds (unless
otherwise provided above, payable to an account maintained by the payee
with a bank located outside the United States if payable in a Specified
Currency other than U.S. dollars) upon surrender of this Security at the
corporate trust office or agency of the Paying Agent maintained for that
purpose in the Borough of Manhattan, The City of New York (or at such other
location as may be specified above), provided that this Security is
presented to the Paying Agent in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures. The
Company will pay any administrative costs imposed by banks in making
payments in immediately available funds, but any tax, assessment or govern-
mental charge imposed upon payments hereunder, including, without
limitation, any withholding tax, will be borne by the Holder hereof.
Unless otherwise specified above, if this Security is registered in
the name of the Depositary or its nominee, (i) payments of interest (other
than at Maturity) will be made in same-day funds in accordance with
arrangements between the Trustee and the Depositary and (ii) any principal,
premium, if any, and interest due at Maturity will be paid by the Trustee
by wire transfer in immediately available funds to an account specified by
the Depositary.
References herein to "U.S. dollars" or "U.S. $" or "$" are to the coin
or currency of the United States as at the time of payment is legal tender
for the payment of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH BELOW, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to below by manual signature, this Security shall not
be entitled to any benefit under the Indenture referred to below or be
valid or obligatory for any purpose.
5
<PAGE>
IN WITNESS WHEREOF, Commercial Credit Company has caused this
instrument to be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
CITIBANK, N.A., COMMERCIAL CREDIT COMPANY
as Trustee
By:_____________________________ By:________________________________
Authorized Signatory
Attest:_____________________________
Secretary
6
<PAGE>
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, SIXTH SERIES
DUE NINE MONTHS OR MORE
FROM DATE OF ISSUE
(FLOATING RATE)
SECTION 1. General. This Security is one of a duly authorized issue
of Securities of the Company (herein called the "Securities"), issued and
to be issued in one or more series under an Indenture, dated as of December
1, 1986, as supplemented by the First Supplemental Indenture, dated as of
June 30, 1993 (herein called the "Indenture"), between the Company and
Citibank, N.A. (herein called the "Trustee," which term includes any
successor trustee under the Indenture) to which Indenture and all inden-
tures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated above, which
series constitutes one series of Securities, limited in aggregate principal
amount to $750,000,000.
SECTION 2. Currency Exchanges and Payments. Unless otherwise
provided above, if the Specified Currency set forth above is other than
U.S. dollars, the amount of any U.S. dollar payment to be made in respect
hereof will be determined by the Exchange Rate Agent specified above or a
successor thereto (the "Exchange Rate Agent"), based on the indicative
quotation in The City of New York selected by such Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date, that yields the largest number of
U.S. dollars upon conversion of the Specified Currency. Unless otherwise
provided above, such selection shall be made from among the quotations of
at least three banks agreed to by the Company and the Exchange Rate Agent
appearing on the bank composite or multi-contributor pages of the Reuters
Monitor Foreign Exchange Service, or if not available, the Telerate Monitor
Foreign Exchange Service. If such quotations are unavailable from either
such foreign exchange service, such selection shall be made as specified
above. If payment is to be made in a Specified Currency and such Specified
Currency is unavailable due to the imposition of exchange controls or to
other circumstances beyond the Company's control, or is no longer used by
the government of the country issuing such Specified Currency or for the
settlement of transactions by public institutions of or within the inter-
national banking community, the Company will be entitled to make payments
in U.S. dollars on the basis of the noon buying rate in The City of New
York for cable transfers in the Specified Currency as certified for customs
purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") for such Specified Currency on the second Business Day prior to the
applicable payment date, or on such other basis specified above. In the
event such Market Exchange Rate is not then available, the Company will be
entitled to make payments in U.S. dollars (i) if such Specified Currency is
not a composite currency, on the basis of the most recently available
Market Exchange Rate for such Specified Currency or (ii) if such Specified
Currency is a composite currency, including, without limitation, ECU, in an
amount determined by the Exchange Rate Agent to be the sum of the results
obtained by multiplying the number of units of each component currency of
such composite currency, as of the most recent date on which such composite
currency was used, by the Market Exchange Rate for such component currency
on the second Business Day prior to such payment date (or if such Market
Exchange Rate is not then available, by the most recently available Market
Exchange Rate for such component currency or as otherwise provided above).
7
<PAGE>
Unless otherwise specified above, if this Security is denominated in a
Specified Currency other than U.S. dollars or ECU and the Holder hereof
shall have elected to receive payments of principal (and premium, if any)
and interest, if any, on this Security in such Specified Currency as
described above, and such Specified Currency (or if this Security is a
Currency Indexed Note, the Denominated Currency) is unavailable as of the
due date for any such payment because of the imposition of exchange
controls or other circumstances beyond the Company's control, or is no
longer used by the government of the country issuing such Specified
Currency or Denominated Currency or for the settlement of transactions by
public institutions of or within the international banking community, then
all payments due on such due date with respect to this Security shall be
made in U.S. dollars. Unless otherwise specified above, the amount so
payable on any date in such Specified Currency or Denominated Currency
shall be converted into U.S. dollars at a rate determined by the Exchange
Rate Agent on the basis of the most recently available Market Exchange
Rate.
Unless otherwise specified above, if this Security is denominated in
or indexed to ECU and the Holder hereof shall have elected to receive
payments of principal (and premium, if any) and interest on this Security
in ECU as described above, and ECU are unavailable as of the due date for
any such payments because of the imposition of exchange controls or other
circumstances beyond the Company's control, or are no longer used in the
European Monetary System, all payments due on that due date with respect to
this Security shall be made in U.S. dollars. The amount so payable on any
date in ECU shall be converted into U.S. dollars at a rate determined by
the Exchange Rate Agent as of the second Business Day prior to the date on
which such payment is due on the following basis: The component currencies
of ECU for this purpose shall be the currency amounts that were components
of ECU as of the last date on which ECU were used in the European Monetary
System. The equivalent of ECU in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of such component currencies. The
U.S. dollar equivalent of each of such component currencies shall be
determined by the Exchange Rate Agent on the basis of the most recently
available Market Exchange Rate or as specified above.
If the official unit of any component currency of a composite currency
is altered by way of combination or subdivision, the number of units of
that currency as a component shall be divided or multiplied in the same
proportion. If two or more component currencies are consolidated into a
single currency, the amounts of those currencies as components shall be
replaced by an amount in such single currency equal to the sum of the
amounts of the consolidated component currencies expressed in such single
currency. If any component currency is divided into two or more curren-
cies, the amount of that currency as a component shall be replaced by
amounts of such two or more currencies having an aggregate value on the
date of division equal to the amount of the former component currency
immediately before such division.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and, in the absence of manifest error,
shall be conclusive for all purposes and binding on the Holder hereof, and
the Exchange Rate Agent shall have no liability therefor.
In the event of an official redenomination of the Specified Currency
or the Denominated Currency (including, without limitation, such an
official redenomination if the Specified Currency or Denominated Currency
is a composite currency), the obligations of the Company with respect to
payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of
redenominated currency representing the amount of such obligations im-
mediately before such redenomination. Unless otherwise specified herein or
set forth
8
<PAGE>
above, in no event shall any adjustment be made to any amount payable
hereunder as a result of (i) any change in the value of the Specified
Currency or Denominated Currency relative to any other currency due solely
to fluctuations in exchange rates or (ii) any redenomination of any
component currency of any composite currency (unless such composite
currency itself is officially redenominated).
SECTION 3. Interest Rate Calculations. As set forth above, this
Security may have either or both of the following: (i) a maximum
limitation, or ceiling, on the rate at which interest may accrue during any
interest period ("Maximum Interest Rate"); and/or (ii) a minimum
limitation, or floor, on the rate at which interest may accrue during any
interest period ("Minimum Interest Rate"). In addition to any Maximum
Interest Rate that may be set forth above, the interest rate on this
Security will in no event be higher than the maximum rate permitted by
applicable law.
Unless otherwise specified herein or set forth above, all percentages
resulting from any calculation of the rate of interest hereon will be
rounded upward, if necessary, to the nearest one hundred-thousandth of a
percent (.0000001), with five one-millionths of a percentage point rounded
upward, and all currency amounts used in or resulting from such calculation
will be rounded to the nearest one-hundredth of a unit (with five one-thou-
sandths of a unit being rounded upwards).
The rate of interest hereon will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (the "Interest Reset Period"), as or
unless otherwise set forth above. Unless otherwise set forth above, the
date or dates on which interest will be reset (each an "Interest Reset
Date") will be, if this Security resets daily, each Business Day; if this
Security (unless the Base Rate set forth above is the Treasury Rate) resets
weekly, the Wednesday of each week; if the Base Rate set forth above is the
Treasury Rate, and this Security resets weekly, the Tuesday of each week
(except as provided below); if this Security resets monthly, the third
Wednesday of each month (unless the Base Rate set forth above is the
Eleventh District Cost of Funds Rate, in which case interest will reset on
the first calendar day of each month); if this Security resets quarterly,
the third Wednesday of each March, June, September and December; if this
Security resets semi-annually, the third Wednesday of the two months of
each year set forth above; and if this Security resets annually, the third
Wednesday of the month of each year set forth above; provided that the
interest rate in effect from the Original Issue Date (or the date on which
interest otherwise begins to accrue (if different from the Original Issue
Date)) to the first Interest Rate Date will be the Initial Interest Rate as
set forth above. If any Interest Reset Date would otherwise be a day that
is not a Business Day, such Interest Reset Date shall be the next suc-
ceeding Business Day, except that if the Base Rate set forth above is LIBID
or LIBOR, if such Business Day is in the succeeding calendar month, such
Interest Reset Date shall be the preceding Business Day. If the Base Rate
set forth above is the Treasury Rate, and an auction of direct obligations
of the United States Treasury bills ("Treasury bills") falls on a day that
is an Interest Reset Date for this Security, such Interest Reset Date shall
be the next succeeding Business Day.
Unless otherwise set forth above, the interest payable hereon on each
Interest Payment Date and at Maturity shall be the amount of interest
accrued from and including the Original Issue Date (or the date on which
interest otherwise begins to accrue (if different from the Original Issue
Date)) or from and including the last Interest Payment Date to which
interest has been paid to, but excluding, such Interest Payment Date or
date of Maturity, as the case may be; provided that in the case of a Note that
resets daily or weekly, interest payments will include interest accrued to and
including the next preceding Regular Record Date, except that at Maturity or
earlier redemption, as the case may be, the interest payable will include
interest accrued to, but excluding the Maturity date or the date of redemption,
as the case may be.
9
<PAGE>
Unless otherwise set forth above, accrued interest hereon will be
calculated by multiplying the principal amount hereof by an accrued
interest factor. Unless otherwise set forth above, such accrued interest
factor will be computed by adding the interest factors calculated for each
day in the interest period for which accrued interest is being calculated.
Unless otherwise set forth above, the interest factor for each such day is
computed by dividing the interest rate applicable on such day by 360, if
the Base Rate set forth above is the CD Rate, Commercial Paper Rate, LIBID,
LIBOR, Federal Funds Rate, Prime Rate, J.J. Kenny Rate or Eleventh District
Cost of Funds Rate, or by the actual number of days in the year, if the
Base Rate set forth above is the Treasury Rate or the CMT Rate. The
interest rate applicable to any day that is an Interest Reset Date is the
interest rate as determined, in accordance with the procedures hereinafter
set forth, with respect to the Interest Determination Date (as defined
below) pertaining to such Interest Reset Date. The interest rate ap-
plicable to any other day is the interest rate for the immediately
preceding Interest Reset Date (or, if none, the Initial Interest Rate, as
set forth above).
Unless otherwise set forth above, interest will be payable, if this
Security resets daily or weekly or monthly (or unless the Base Rate set
forth above is the Eleventh District Cost of Funds Rate), on the third
Wednesday of each month or on the third Wednesday of March, June, September
and December of each year, as set forth above; if this Security resets
quarterly, on the third Wednesday of March, June, September and December of
each year, or if the Base Rate set forth above is the Eleventh District
Cost of Funds Rate, on the first calendar day of each month or the first
calendar day of each March, June, September and December, as set forth
above; if this Security resets semi-annually, on the third Wednesday of the
two months of each year set forth above; and if this Security resets
annually, on the third Wednesday of the month of each year set forth above,
and in each case, at Maturity (each such day being an "Interest Payment
Date"). Unless otherwise set forth above, if an Interest Payment Date
(other than at Maturity) would otherwise be a day that is not a Business
Day, such Interest Payment Date shall be the next succeeding Business Day,
except that, if the Base Rate set forth above is LIBID or LIBOR and such
day would fall in the succeeding calendar month, such Interest Payment Date
will be the preceding Business Day (and this exception shall apply in lieu
of any provision of Section 113 of the Indenture to the contrary). Any
payment of principal (and premium, if any) and interest required to be made
on this Security on a date of Maturity that is not a Business Day, will be
made on the next succeeding Business Day (in each case with the same force
and effect as if made on such date of Maturity, and no additional interest
shall accrue as a result of any such delayed payment).
If the Base Rate set forth above is the CD Rate, the Commercial Paper
Rate, the Federal Funds Rate, the Prime Rate, the J.J. Kenny Rate or the
CMT Rate, the interest determination date pertaining to an Interest Reset
Date for this Security (the "Interest Determination Date"), unless other-
wise set forth above, will be the second Business Day preceding such
Interest Reset Date. If the Base Rate set forth above is LIBID or LIBOR,
the Interest Determination Date pertaining to an Interest Reset Date for
this Security, unless otherwise set forth above, will be the second London
Business Day preceding such Interest Reset Date. If the Base Rate set
forth above is the Treasury Rate, the Interest Determination Date per-
taining to an Interest Reset Date for this Security, unless otherwise set
forth above, will be the day of the week in which such Interest Reset Date
falls on which Treasury bills of the Index Maturity set forth above are
auctioned. Treasury bills are normally sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be
held on the preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be the
Interest Determination Date pertaining to the Interest Reset Date occurring
in the
10
<PAGE>
succeeding week. If the Base Rate set forth above is the Eleventh District
Cost of Funds Rate, the Interest Determination Date pertaining to an
Interest Reset Date for this Security, unless otherwise set forth above,
will be the last working day of the month immediately preceding such
Interest Reset Date on which the Federal Home Loan Bank of San Francisco
(the "FHLB of San Francisco") publishes the monthly Eleventh District Cost
of Funds Index (as defined below).
Unless otherwise set forth above, the "Calculation Date," where
applicable, pertaining to an Interest Determination Date will be the
earlier of (i) the tenth calendar day after such Interest Determination
Date, or, if any such day is not a Business Day, the next succeeding
Business Day or (ii) the Business Day preceding the applicable Interest
Payment Date or date of Maturity, as the case may be.
The Company will appoint, and enter into an agreement with, an agent
(a "Calculation Agent") to calculate the rate of interest of the Securities
of this series which bear interest at a floating rate. Unless otherwise
set forth above, Citibank, N.A. will be the Calculation Agent. Upon the
request of the Holder hereof, the Calculation Agent will advise such Holder
of the interest rate then in effect and, if determined, the interest rate
that will become effective on the next Interest Reset Date. All deter-
minations to be made by the Calculation Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for
all purposes and binding on holders of the Notes, and the Calculation Agent
shall have no liability therefor.
Subject to applicable provisions of law and except as specified
herein, with respect to each Interest Determination Date, the rate of
interest shall be the rate determined by the Calculation Agent in accor-
dance with the provisions of the applicable heading below.
Determination of CD Rate. If the Base Rate set forth above is the CD
Rate, this Security will bear interest for each Interest Reset Period at
the interest rate calculated with reference to the CD Rate and the Spread
and/or the Spread Multiplier, if any, set forth above. Unless otherwise
set forth above, the "CD Rate" means, with respect to any Interest Deter-
mination Date, the rate on such date for negotiable certificates of deposit
having the Index Maturity set forth above as made available and subse-
quently published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates," or any
successor publication of the Board of Governors of the Federal Reserve
System ("H.15(519)") under the heading "CDs (Secondary Market)" or, if not
so made available by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate will be the
rate on such Interest Determination Date for negotiable certificates of
deposit of the Index Maturity set forth above as made available and
subsequently 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", or any successor publication of the Federal Reserve Bank of
New York ("Composite Quotations") under the heading "Certificates of
Deposit." If by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date the rate for such Interest
Determination Date has not yet been made available in either H.15(519) or
Composite Quotations, then the CD Rate for such 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 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 for negotiable certificates of deposit of
major United States money center banks of the highest credit standing (in
the market for negotiable certificates of deposit) having a remaining
maturity closest to the Index Maturity set forth above in a denomination of
U.S.
11
<PAGE>
$5,000,000; provided, however, that if the dealers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
rate of interest in effect for the applicable period will be the rate of
interest in effect on such Interest Determination Date.
Determination of Commercial Paper Rate. If the Base Rate set forth
above is the Commercial Paper Rate, this Security will bear interest for
each Interest Reset Period at the interest rate calculated with reference
to the Commercial Paper Rate and the Spread and/or the Spread Multiplier,
if any, set forth above. Unless otherwise set forth above, the "Commercial
Paper Rate" means, with respect to any Interest Determination Date, the
Money Market Yield (calculated as described below) on such date of the rate
for commercial paper having the Index Maturity set forth above, as made
available and subsequently published by the Board of Governors of the
Federal Reserve System in H.15(519) under the heading "Commercial Paper."
If such rate is not so made available prior to 3:00 p.m., New York City
time, on the Calculation Date pertaining to such Interest Determination
Date, then the Commercial Paper Rate shall be the Money Market Yield on
such Interest Determination Date of the rate for commercial paper of the
Index Maturity set forth above as made available and subsequently published
by the Federal Reserve Bank of New York in Composite Quotations under the
heading "Commercial Paper." If by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date the rate
for such Interest Determination Date has not yet been made available in
either H.15(519) or Composite Quotations, then the Commercial Paper Rate
for such Interest Determination Date 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 Interest Determination Date of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity set forth above, placed for in-
dustrial issuers whose senior unsecured bond rating is "AA", or the
equivalent, from a nationally recognized rating agency; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting offered rates as mentioned in this sentence, the rate of interest
in effect for the applicable period will be the rate of interest in effect
on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
D x 360
MONEY MARKET YIELD -------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and "M" refers
to the actual number of days in the period for which interest is being
calculated, as set forth on the face hereof.
Determination of LIBID. If the Base Rate set forth above is LIBID,
this Security will bear interest for each Interest Reset Period at the
interest rate calculated with reference to LIBID and the Spread and/or
Spread Multiplier, if any, set forth above.
Unless otherwise indicated above, LIBID will be determined by the
Calculation Agent in accordance with the following provisions:
(i) With respect to any Interest Determination Date, LIBID will
be, as specified above, either LIBID Reuters (as defined below) or
LIBID Telerate (as defined below), subject to the last sentence of
this paragraph. "LIBID Reuters" means the arithmetic mean of the bid
rates (unless
12
<PAGE>
the specified Designated LIBO Page (as defined below) by its terms
provides for only a single rate, in which case such single rate shall
be used) for deposits in the Designated Deposit Currency (as defined
below) having the Index Maturity set forth above, commencing on the
second day on which dealings in deposits in the Designated Deposit
Currency are transacted in the London interbank market ("London
Business Day") immediately following such Interest Determination Date,
that appear on the Designated LIBO Page as of 11:00 A.M., London time,
on such Interest Determination Date, if at least two such bid rates
appear on the Reuters Screen LIBO Page (unless, as aforesaid, only a
single rate is required). "LIBID Telerate" means the rate for deposits
in the Designated Deposit Currency having the Index Maturity set forth
above, commencing on the second London Business Day immediately
following such Interest Determination Date, that appears on the
Designated Telerate Page (as defined below) as of 11:00 A.M., London
time, on such Interest Determination Date. If neither LIBID Reuters
nor LIBID Telerate is specified in the applicable Pricing Supplement,
LIBID will be determined as if LIBID Telerate had been specified. If
fewer than two bid rates appear (unless the specified Designated LIBO
Page with respect to LIBID Reuters by its terms provides for only a
single rate, in which case such single rate shall be used), or if no
rate appears, as applicable, LIBID in respect of such Interest Deter-
mination Date will be determined as if the parties had specified the
rate described in (ii) below.
(ii) With respect to an Interest Determination Date on which
fewer than two bid rates appear (unless the specified Designated LIBO
Page with respect to LIBID Reuters by its terms provides for only a
single rate, in which case such single rate shall be used), or on
which no rate appears, as applicable, LIBID will be determined on the
basis of the bid rates at which deposits in the Designated Deposit
Currency, having the Index Maturity set forth above, are quoted at
approximately 11:00 A.M., London time, on such Interest Determination
Date to prime banks in the London interbank market by four major banks
in the London interbank market selected by the Calculation Agent (the
"LIBID Reference Banks") commencing on the second London Business Day
immediately following such Interest Determination Date and in a
principal amount equal to an amount of not less than U.S. $1,000,000
(or the equivalent in the Designated Deposit Currency) that is
representative for a single transaction in such market at such time.
The Calculation Agent will request the principal London office of each
of such LIBID Reference Banks to provide a quotation of its rate. If
at least two such quotations are provided, LIBID in respect of such
Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBID in
respect of such Interest Determination Date will be the arithmetic
mean of the rates quoted in the applicable Principal Financial Center
(as defined below) on such Interest Determination Date by three major
banks in such Principal Financial Center selected by the Calculation
Agent for loans in the Designated Deposit Currency to leading banks,
having the Index Maturity specified above, commencing on the second
London Business Day immediately following such Interest Determination
Date and in a principal amount equal to an amount of not less than
U.S. $1,000,000 (or the equivalent in the Designated Deposit Currency)
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 will be LIBID in effect on such Interest Determination Date.
Determination of LIBOR. If the Base Rate set forth above is LIBOR,
this Security will bear interest for each Interest Reset Period at the
interest rate calculated with reference to LIBOR and the Spread and/or
Spread Multiplier, if any, set forth above. Unless otherwise indicated
above, LIBOR will be determined by the Calculation Agent in accordance with
the following provisions:
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<PAGE>
(i) With respect to any Interest Determination Date, LIBOR will
be, as specified above, either LIBOR Reuters (as defined below) or
LIBOR Telerate (as defined below), subject to the last sentence of
this paragraph. "LIBOR Reuters" means the arithmetic mean of the
offered rates (unless the specified Designated LIBO Page by its terms
provides for only a single rate, in which case such single rate shall
be used) for deposits in the Designated Deposit Currency having the
Index Maturity set forth above, commencing on the second London
Business Day immediately following such Interest Determination Date,
that appear on the Designated LIBO Page as of 11:00 A.M., London time,
on such Interest Determination Date, if at least two such offered
rates appear on the Reuters Screen LIBO Page (unless, as aforesaid,
only a single rate is required). "LIBOR Telerate" means the rate for
deposits in the Designated Deposit Currency having the Index Maturity
set forth above, commencing on the second London Business Day immedi-
ately following such Interest Determination Date, that appears on the
Designated Telerate Page as of 11:00 A.M., London time, on such
Interest Determination Date. If neither LIBOR Reuters nor LIBOR Teler-
ate is set forth above, LIBOR will be determined as if LIBOR Telerate
had been specified. If fewer than two offered rates appear (unless the
specified Designated LIBO Page with respect to LIBOR Reuters by its
terms provides for only a single rate, in which case such single rate
shall be used), or if no rate appears, as applicable, LIBOR in respect
of such Interest Determination Date will be determined as if the par-
ties had specified the rate described in (ii) below.
(ii) With respect to an Interest Determination Date on which
fewer than two offered rates appear (unless the specified Designated
LIBO Page with respect to LIBOR Reuters by its terms provides for only
a single rate, in which case such single rate shall be used) or on
which no rate appears, as applicable, LIBOR will be determined on the
basis of the rates at which deposits in the Designated Deposit Curren-
cy having the Index Maturity set forth above are offered at approxi-
mately 11:00 a.m., London time, on such Interest Determination Date by
four major banks in the London interbank market selected by the Calcu-
lation Agent (the "LIBOR Reference Banks") to prime banks in the Lon-
don interbank market, commencing on the second London Business Day
immediately following such Interest Determination Date and in a prin-
cipal amount equal to an amount of not less than U.S. $1,000,000 (or
the equivalent in the Designated Deposit Currency) that is represen-
tative for a single transaction in such market at such time. The
Calculation Agent will request the principal London office of each of
such LIBOR Reference Banks to provide a quotation of its rates. If at
least two such quotations are provided, LIBOR for such Interest Deter-
mination Date will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBOR for such Interest Deter-
mination Date will be the arithmetic mean of the rates quoted in the
applicable Principal Financial Center, on such Interest Determination
Date by three major banks in such Principal Financial Center selected
by the Calculation Agent for loans in the Designated Deposit Currency
to leading banks, having the Index Maturity specified above, commenc-
ing on the second London Business Day immediately following such In-
terest Determination Date and in a principal amount equal to an amount
of not less than U.S. $1,000,000 (for the equivalent in the Designated
Deposit Currency) that is representative for a single transaction in
such market at such time; provided, however, that if the banks se-
lected as aforesaid by the Calculation Agent are not quoting as men-
tioned in this sentence, LIBOR will be LIBOR in effect on such Inter-
est Determination Date.
"Designated Deposit Currency" means the currency (including a com-
posite currency), if any, set forth above as the Designated Deposit
Currency. If no such currency is set forth above, the Designated Deposit
Currency shall be U.S. dollars.
14
<PAGE>
"Designated 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 inter-
bank bid and offered rates of major banks) for the Designated Deposit
Currency.
"Designated Telerate Page" means the display designated as page "3750"
on the Telerate Service where the Designated Deposit Currency is U.S.
Dollars or such other applicable Telerate Page where the Designated Deposit
Currency is other than U.S. Dollars (or such other page as may replace the
3750 page or such other applicable page on that service or such other
service or services as may be nominated by the British Bankers' Association
for the purpose of displaying London interbank bid and offered rates for
deposits in the Designated Deposit Currency).
"Principal Financial Center" means, unless otherwise specified above,
the capital city of the country that issues as its legal tender the Desig-
nated Deposit Currency, except that with respect to U.S. dollars, Deutsche
Marks, Dutch Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be the City of New York, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg, respectively.
Determination of Treasury Rate. If the Base Rate set forth above is
the Treasury Rate, this Security will bear interest for each Interest Reset
Period at the interest rate calculated with reference to the Treasury Rate
and the Spread and/or the Spread Multiplier, if any, set forth above.
Unless otherwise set forth above, the "Treasury Rate" means, with respect
to any Interest Determination Date, the rate for the most recent auction of
Treasury bills having the Index Maturity set forth above as made available
and subsequently published by the Board of Governors of the Federal Reserve
System in H.15(519) under the heading "U.S. Government Securities --
Treasury bills -- auction average (investment)" or, if not so made available
by 3:00 p.m., New York City time, on the Calculation Date pertaining to
such Interest Determination Date, the auction average rate (expressed as a
bond equivalent, rounded to the nearest one-hundredth of a percent, with
five one-thousandths of a percent rounded upward, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) for such
auction or 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 set forth above are not made available or
published or reported as provided above 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 calculated by the Calculation Agent
and shall be a yield to maturity (expressed as a bond equivalent, rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upward, 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 Interest Determination Date of three leading primary United
States government securities dealers selected by the Calculation Agent for
the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity set forth above; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting bid rates as men-
tioned in this sentence, the interest rate for the applicable period will
be the interest rate in effect on such Interest Determination Date.
Determination of Federal Funds Rate. If the Base Rate set forth above
is the Federal Funds Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the
Federal Funds Rate and the Spread and/or the Spread Multiplier, if any, set
forth above. Unless otherwise set forth above, the "Federal Funds Rate"
means, with respect to any Interest Determination Date, the rate on such
date for Federal Funds as made available and subsequently made available by
the
15
<PAGE>
Board of Governors of the Federal Reserve System in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so made available by 3:00
p.m., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Federal Funds Rate will be the rate on
such Interest Determination Date as made available and subsequently
published by the Federal Reserve Bank of New York in Composite Quotations
under the heading "Federal Funds/Effective Rate." If such rate is neither
made available in H.15(519) nor in Composite Quotations by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Federal Funds Rate for such Interest Deter-
mination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates as of 9:00 a.m., New York City time, on such
Interest Determination Date 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; provided, however,
that if the brokers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the rate of interest in effect for
the applicable period will be the rate of interest in effect on such
Interest Determination Date.
Determination of Prime Rate. If the Base Rate set forth above is the
Prime Rate, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to the Prime Rate and the
Spread and/or the Spread Multiplier, if any, set forth above. Unless
otherwise set forth above, the "Prime Rate" means, with respect to any
Interest Determination Date, the rate on such date as made available and
subsequently published by the Board of Governors of the Federal Reserve
System in H.15(519) under the heading "Bank Prime Loan." If such rate is
not so made available by 3:00 p.m., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Prime Rate will be
determined by the Calculation Agent and will be the arithmetic mean of the
rates of interest publicly announced by each bank named on the "Reuters
Screen NYMF Page" (as defined below) as such bank's prime rate or base
lending rate as in effect for such Interest Determination Date. "Reuters
Screen NYMF Page" means the display designated as page "NYMF" on the
Reuters Monitor Money Rates Service (such term to include such other page
as may replace the NYMF page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks). If fewer
than four such rates but more than one such rate appear on the Reuters
Screen NYMF Page for such Interest Determination Date, the Prime Rate will
be calculated by the Calculation Agent and will be the arithmetic mean of
the prime rates quoted on the actual number of days in the year divided by
360 as of the close of business on such Interest Determination Date by four
major money center banks in The City of New York selected by the Cal-
culation Agent. If fewer than two such rates appear on the Reuters Screen
NYMF Page, the Prime Rate will be calculated by the Calculation Agent and
will be the arithmetic mean of the prime rates quoted on such Interest
Determination Date as furnished in The City of New York by at least three
substitute banks or trust companies organized and doing business under the
laws of the United States, or any state thereof, in each case having total
equity capital of at least U.S. $500,000,000 and being subject to super-
vision or examination by federal or state authority, selected by the
Calculation Agent to provide such rate or rates; 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 rate of interest in
effect for the applicable period will be rate of interest in effect on such
Interest Determination Date.
Determination of J.J. Kenny Rate. If the Base Rate set forth above is
the J.J. Kenny Rate, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the J.J.
Kenny Rate and the Spread and/or Spread Multiplier, if any, set forth
above. Unless otherwise set forth above, the "J.J. Kenny Rate" means, with
respect to any Interest Determination Date, the per annum rate on such date
equal to the index made available and subsequently published by Kenny
Information Systems or its successor, based upon 30-day yield evaluations
at par on bonds, the interest
16
<PAGE>
on which is excludable from gross income for federal income tax purposes
under the Internal Revenue Code of 1986, as amended (the "Code"), of not
less than five "high grade" component issuers selected from time to time by
Kenny Information Systems, including without limitation, issuers of general
obligation bonds; provided, however, that the bonds on which the index is
based shall not include any bonds the interest on which is subject to an
"alternate minimum tax" or similar tax under the Code, unless all tax-
exempt bonds are subject to such tax. If such rate is not made available
by 3:00 P.M., New York City time, on the Calculation Date pertaining to
such J.J. Kenny Interest Determination Date, the J.J. Kenny Rate shall be
the rate quoted by a successor indexing agent selected by the Company
equalling the prevailing rate for bonds rated in the highest short-term
rating category by Moody's Investors Service, Inc. and Standard & Poor's
Corporation in respect of issuers selected by such successor indexing agent
most closely resembling the "high grade" component issuers selected by
Kenny Information Systems that are subject to tender by the holders thereof
for purchase on not more than seven days notice and the interest on which
is (A) variable on a weekly basis, (B) excludable from gross income for
Federal income tax purposes under the Code, and (C) not subject to an "al-
ternate minimum tax" or similar tax under the Code, unless all tax-exempt
bonds are subject to such tax; provided, however, that if a successor
indexing agent is not available, the J.J. Kenny Rate with respect to such
Interest Determination Date will be the J.J. Kenny Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the Initial Interest Rate).
Determination of Eleventh District Cost of Funds Rate. If the Base
Rate set forth above is the Eleventh District Cost of Funds Rate, this
Security will bear interest for each Interest Reset Period at the interest
rate calculated with reference to the Eleventh District Cost of Funds Rate
and the Spread and/or Spread Multiplier, if any, set forth above. Unless
otherwise set forth above, the "Eleventh District Cost of Funds Rate"
means, with respect to any Interest Determination Date, the rate equal to
the monthly weighted average cost of funds for the calendar month preceding
such Eleventh District Cost of Funds Interest Determination Date as set
forth under the caption "11th District" on Telerate Page 7058 as of 11:00
A.M., San Francisco time, on such Interest Determination Date. If such
rate does not appear on Telerate Page 7058 on any related Interest Deter-
mination Date, the Eleventh District Cost of Funds Rate for such Interest
Determination Date shall be the monthly weighted average cost of funds paid
by member institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the "Eleventh District Cost of Funds Rate In-
dex") by the FHLB of San Francisco as such cost of funds for the calendar
month preceding the date of such announcement. If the FHLB of San Francis-
co fails to announce such rate for the calendar month next preceding such
Interest Determination Date, then the rate of interest in effect for the
applicable period will be the rate of interest in effect on such Interest
Determination Date.
Determination of CMT Rate. If the Base Rate set forth above is the
CMT Rate, this Security will bear interest for each Interest Reset Period
at the interest rate calculated with reference to the CMT Rate and the
Spread and/or Spread Multipliers, if any, set forth above. Unless other-
wise set forth above, the "CMT Rate" means, with respect to any Interest
Determination Date, the CMT Rate for Treasury bills on such date having the
Index Maturity set forth above as made available and subsequently published
in H.15(519) under the heading "Treasury constant maturities" or, if not so
made available by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, as displayed on Telerate
Screen Page 7052 under the heading "Treasury Constant Maturities." If by
3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date the rate has not yet been made available in
H.15(519) or displayed on Telerate Screen Page 7052, then the Rate shall be
calculated by the Calculation Agent and shall be a yield to maturity (ex-
pressed as a bond equivalent, rounded to the nearest one hundredth of a
percent, with five one thousandths of a percent rounded
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upward, 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
Interest Determination Date of three leading primary United States govern-
ment securities dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity set
forth above; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting bid rates as mentioned in this
sentence, the interest rate in effect for the applicable period will be the
interest rate in effect on such Interest Determination Date.
Inverse Floating Rate Notes. Any Floating Rate Note may be designated
above as an "Inverse Floating Rate Note," in which event the interest rate
on such Floating Rate Note will be equal to (i) in the case of the period,
if any, commencing on the Original Issue Date (or the date on which
interest otherwise begins to accrue (if different from the Original Issue
Date)) up to the first Interest Reset Date, a fixed rate of interest
established by the Company as described above and (ii) in the case of each
period commencing on an Interest Reset Date, a fixed rate of interest
specified above minus the interest rate determined by reference to the Base
Rate as adjusted by the Spread and/or Spread Multiplier, if any; provided,
however, that (x) the interest rate thereon will not be less than zero and
(y) the interest rate in effect for the ten days immediately prior to the
date of Maturity of such Inverse Floating Rate Note will be that in effect
on the tenth day preceding such date.
SECTION 4. Redemption. If so specified above, the Company may at its
option redeem this Security in whole or from time to time in part on or
after the date designated as the Initial Redemption Date above at either a
price based on a constant percentage of the Principal Amount of this
Security as specified above or at prices declining from the premium
specified above, if any, to par together, in each case, with accrued
interest to the Redemption Date. The Company may exercise such option by
giving to the Holder hereof a notice of such redemption at least 30 but not
more than 60 days prior to the Redemption Date. In the event of redemption
of this Security in part only, a new Security or Securities of this series
for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof in accordance with the terms of the
Indenture. Unless otherwise specified above, if less than all of the
Securities with like tenor and terms to this Security are to be redeemed,
the Securities to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate.
SECTION 5. Optional Repayment. If so specified above, this Security
will be repayable prior to Stated Maturity at the option of the Holder on
the Optional Repayment Dates specified above at the Optional Repayment
Prices specified above together with accrued interest to the Optional
Repayment Date. Unless otherwise specified above, in order for this
Security to be so repaid, the Company must receive, at least 30 but not
more than 45 days prior to an Optional Repayment Date this Security with
the form below entitled "Option to Elect Repayment" duly completed.
Exercise of this repayment option shall be irrevocable, except as otherwise
provided under Sections 6 and 7 below. The repayment option may be exer-
cised by the Holder of this Security for less than the aggregate principal
amount of the Security then outstanding provided that the principal amount
of the Security remaining outstanding after repayment is an authorized
denomination. Upon such partial repayment this Security shall be cancelled
and a new Security or Securities for the remaining principal amount hereof
shall be issued in the name of the Holder of this Security.
SECTION 6. Optional Interest Reset. If so specified above, the
Spread and/or Spread Multiplier, as the case may be, with respect to this
Security may be reset at the option of the Company, in the manner set forth
below (unless otherwise specified above), on the date or dates specified
above (each an
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<PAGE>
"Optional Reset Date"). The Company may exercise such option by notifying
the Trustee of such exercise at least 45 but not more than 60 days prior to
an Optional Reset Date. Not later than 40 days prior to such Optional
Reset Date, the Trustee will give to the Holder of this Security a notice
(the "Reset Notice") setting forth (i) the election of the Company to reset
the Spread or Spread Multiplier, (ii) such new Spread and/or Spread
Multiplier and (iii) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset Date or, if
there is no such next Optional Reset Date, to the Stated Maturity of this
Security (each such period a "Subsequent Interest Period"), including the
date or dates on which or the period or periods during which and the price
or prices at which such redemption may occur during such Subsequent
Interest Period. Upon the transmittal by the Trustee of a Reset Notice to
the Holder of this Security, such new Spread or Spread Multiplier shall
take effect automatically, and, except as modified by the Reset Notice and
as described in the next paragraph, this Security will have the same terms
as prior to the transmittal of such Reset Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the Spread
and/or Spread Multiplier provided for in the Reset Notice and establish a
Spread and/or Spread Multiplier that is higher than the Spread and/or
Spread Multiplier provided for in the Reset Notice for the Subsequent
Interest Period commencing on such Optional Reset Date by causing the
Trustee to transmit notice of such higher Spread and/or Spread Multiplier
to the Holder of this Security. Such notice shall be irrevocable. All
Securities with respect to which the Spread and/or Spread Multiplier is
reset on an Optional Reset Date and with respect to which the Holders of
such Securities have not tendered such Securities for repayment (or have
validly revoked any such tender) pursuant to the succeeding paragraph will
bear such higher Spread and/or Spread Multiplier for the Subsequent Inter-
est Period.
If the Company elects to reset the Spread and/or Spread Multiplier of
this Security, the Holder of this Security will have the option to elect
repayment by the Company of this Security on any Optional Reset Date at a
price equal to the aggregate principal amount hereof outstanding on, plus
any interest accrued to, such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures
set forth in Section 5 above for optional repayment except that the period
for delivery or notification to the Trustee shall be at least 25 but not
more than 35 days prior to such Optional Reset Date and except that, if the
Holder has tendered this Security for repayment pursuant to the Reset
Notice, the Holder may, by written notice to the Trustee, revoke such
tender for repayment until the close of business on the tenth day prior to
such Optional Reset Date.
SECTION 7. Optional Extension of Maturity. If so specified above,
the Stated Maturity of this Security may be extended at the option or the
Company, in the manner set forth below (unless otherwise provided on the
face hereof), for the period or periods specified above (each an "Extension
Period") up to but not beyond the date (the "Final Maturity Date") set
forth above. The Company may exercise such option by notifying the Trustee
of such exercise at least 50 but no more than 60 days prior to the Stated
Maturity in effect prior to such exercise (the "Original Stated Maturity").
If the Company exercises such option, the Trustee will give to the Holder
of this Security no later than 40 days prior to the Original Stated
Maturity a notice (the "Extension Notice") relating to such Extension
Period, setting forth (i) the election of the Company to extend the
Original Stated Maturity, (ii) the new Stated Maturity (which shall then be
considered the Stated Maturity for all purposes of this Security),
(iii) the Spread or Spread Multiplier applicable to the Extension Period
and (iv) the provisions, if any, for redemption during such Extension
Period. Upon the Trustee's transmittal of the Extension Notice, the
Original Stated Maturity of this Security shall be extended automatically,
and, except as modified by the Extension Notice and as
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<PAGE>
described in the next paragraph, this Security will have the same terms as
prior to the transmittal of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the
Original Stated Maturity of this Security the Company may, at its option,
revoke the Spread or Spread Multiplier provided for in the Extension Notice
and establish a Spread or Spread Multiplier that is higher than the Spread
or Spread Multiplier provided for in the Extension Notice for the Extension
Period by causing the Trustee to transmit notice of such higher Spread or
Spread Multiplier to the Holder of this Security. Such notice shall be
irrevocable. All Securities with respect to which the Stated Maturity is
extended and with respect to which the Holders of such Securities have not
tendered such Securities for repayment (or have validly revoked any such
tender) pursuant to the succeeding paragraph will bear such higher Spread
or Spread Multiplier for the Extension Period.
If the Company elects to extend the Stated Maturity of this Security,
the Holder hereof will have the option to elect repayment of this Security
by the Company on the Original Stated Maturity at a price equal to the
aggregate principal amount hereof outstanding plus interest accrued to such
date. In order to obtain such repayment, the Holder hereof must follow the
procedures set forth in Section 5 above for optional repayment except that
the period for delivery of this Security or notification to the Trustee
shall be at least 25 but not more than 35 days prior to the Original Stated
Maturity and except that, if the Holder hereof has tendered this Security
for repayment pursuant to an Extension Notice, such Holder may, by written
notice to the Trustee, revoke such tender for repayment until the close of
business on the tenth day prior to the Original Stated Maturity.
SECTION 8. Optional Renewal. If so specified above, this Security
may be renewed by the Holder of the Security on an Interest Payment Date
(specified above) occurring in or prior to the twelfth month following the
Original Issue Date (the "Initial Maturity Date") in accordance with the
procedures described below.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified above)
prior to the Initial Maturity Date (as specified above) of a Renewable Note
(the "Initial Renewal Date") and on the Interest Payment Date occurring in
each sixth month (or in the last month of each Special Election Interval)
after such Initial Renewal Date (each, together with the Initial Renewal
Date, a "Renewal Date"), the term of this Security may be extended to the
Interest Payment Date occurring in the twelfth month (or, if a special
Election Interval is specified, the last month in a period equal to twice
the Special Election Interval) after such Renewal Date, if the Holder of
this Security elects to extend the term of this Security or any portion
hereof as provided below. If the Holder of this Security does not elect to
extend the term of any portion of the principal amount of this Security
during the specified period prior to any renewal Date, such portion will
become due and payable on the Interest Payment Date occurring in the sixth
month (or the last month in the Special Election Interval) after such
Renewal Date (the "New Maturity Date").
A Holder of this Security may elect to renew the term of this
Security, or if specified above, any portion thereof, by delivering a
notice to such effect to the Paying Agent not less than 15 nor more than 30
days prior to such Renewal Date (unless another period is specified above
as the "Special Election Period"). Such election will be irrevocable and
will be binding upon each subsequent Holder of this Security. An election
to renew the term of this Security may be exercised with respect to less
than the entire principal amount of this Security only if so specified
above and only in such principal amount, or
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<PAGE>
any integral multiple in excess thereof, as specified above. Notwithstan-
ding the foregoing, the term of this Security may not be extended beyond
the maturity specified above.
If the Holder of this Security does not elect to renew the term of
this Security, this Security must be presented to the Trustee (or any duly
appointed paying agent) and, if this Security is issued in definitive form,
as soon as practicable following receipt of this Security the Trustee (or
any duly appointed paying agent) shall issue in exchange herefor in the
name of the Holder (i) a Security, in a principal amount equal to the
principal amount of this Security for which no election to renew the term
thereof was exercised, with terms identical to those specified on this
Security (except that such Security shall have a fixed, nonrenewable
maturity on the New Maturity Date) and (ii) if an election to renew is made
with respect to less than the full principal amount of this Security, a
replacement Security, in a principal amount equal to the principal amount
of such exchanged Security for which the election to renew was made, with
terms identical to such exchanged Security.
SECTION 9. Sinking Fund. Unless otherwise specified above, this
Security will not be subject to any sinking fund.
SECTION 10. Discount Securities. If this Security is a Discount
Security, unless otherwise specified above, the amount payable in the event
of redemption by the Company, repayment at the option of the Holder or
acceleration of maturity, in lieu of the principal amount due at the Stated
Maturity hereof, shall be the Amortized Face Amount of this Security as of
the date of such redemption, repayment or acceleration. For the purpose of
determining whether Holders of the requisite amount of Securities outstan-
ding under the Indenture have made a demand or given a notice or waiver or
taken any other action, the outstanding principal amount will be deemed to
be the Amortized Face Amount. The "Amortized Face Amount" of this Security
shall be the amount equal to (i) the Issue Price (as set forth above) plus
(ii) that portion of the difference between the Issue Price and the prin-
cipal amount hereof that has accrued at the Yield to Maturity (as set forth
above) (computed in accordance with generally accepted United States bond
yield computation principles) at the date as of which the Amortized Face
Amount is calculated, but in no event shall the Amortized Face Amount of
this Security exceed its stated principal amount.
SECTION 11. Modification and Waivers. 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 to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of Securities of each series at the time outstanding, on
behalf of the Holders of all Securities of such series, to waive certain
existing defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and
of any Security 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 Security.
SECTION 12. Obligations Unconditional. No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and uncon-
ditional, to pay the principal of, premium, if any, and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
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<PAGE>
SECTION 13. Defeasance. The Indenture contains provisions for
defeasance and covenant defeasance at any time of the indebtedness on this
Security upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Security.
SECTION 14. Authorized Denominations. The Securities of this series
are issuable only in global or certificated registered form, without
coupons. Unless otherwise set forth above, Securities denominated in U.S.
dollars will be issued in denominations of U.S. $1,000 and any integral
multiple of U.S. $1,000 in excess thereof. Securities denominated in a
specified currency other than U.S. dollars will be issued in the
denomination or denominations set forth above. As provided in the Inden-
ture and subject to certain limitations therein set forth and to the
limitations described below, if applicable, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.
SECTION 15. Registration of Transfer. As provided in the Indenture
and subject to certain limitations as therein set forth, the transfer of
this Security is registrable in the Register, upon surrender of this
Security for registration of transfer at the office or agency of the
Company in any place where the principal of, premium, if any, and interest,
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to those of the Company, the
Trustee and the Registrar requiring such written instrument of transfer
duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of
authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company
within 90 days, the Company will issue Securities in certificated form in
exchange for each Global Security. In addition, the Company may at any
time determine not to have Securities represented by a Global Security,
and, in such event, will issue Securities in certificated form in exchange
for the Global Security representing such Security. In any such instance,
an owner of a beneficial interest in a Global Security will be entitled to
physical delivery in certificated form of Securities equal in principal
amount to such beneficial interest and to have such Securities registered
in its name. Unless otherwise set forth above, Securities so issued in
certificated form will be issued in denominations of U.S. $1,000 (or such
other denomination as shall be specified by the Company) or any amount in
excess thereof which is an integral multiple of U.S. $1,000 and will be
issued in registered form only, without coupons.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security 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 Security is registered as
the owner hereof for all purposes.
SECTION 16. Events of Default. If an Event of Default with respect
to Securities of this series shall occur and be continuing, the principal
of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. In the event that
the principal of the Securities of this series is so declared to be due and
payable, if this Security is a Discount Security,
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<PAGE>
unless otherwise specified above, the amount of principal of this Security
that becomes due and payable upon such declaration shall be equal to the
Amortized Face Amount as defined in Section 10 hereof.
SECTION 17. Defined Terms. All terms used in this Security which are
defined in the Prospectus Supplement dated May 26, 1995 or in the Indenture
and are not otherwise defined in this Security shall have the meanings
assigned to them in the Indenture.
SECTION 18. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- _________________ Custodian _______________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
__________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
______________________
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 type name and address, including zip code of assignee
- ---------------------------------------------------------------------------
the within Security of COMMERCIAL CREDIT COMPANY and all rights thereunder
and does hereby irrevocably constitute and appoint
________________________________________________________________Attorney to
transfer the said Security on the books of the within-named Company, with
full power of substitution in the premises.
Dated __________________________
SIGNATURE GUARANTEED:_____________________________________________________
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within Security in every
particular, without alteration or enlargement
or any change whatsoever.
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<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to
have the Company repay the principal amount of this Security or portion
hereof below designated at (i) the Optional Repayment Price indicated
above, if this Security is to be repaid pursuant to the Optional Repayment
provision hereof or (ii) 100% of the principal amount of this Security to
be repaid plus accrued interest to the Optional Reset Date, if this
Security is to be repaid pursuant to the Optional Interest Reset provision
hereof, or to the Original Stated Maturity, if this Security is to be
repaid pursuant to the Optional Extension of Maturity provision hereof.
Dated:______________________ ________________________
Signature
Sign exactly as name appears on the
front of this Security [SIGNATURE
GUARANTEED -- required only if
Securities are to be issued and
delivered to other than the
registered Holder]
Principal amount to be repaid, if Fill in for registration of
amount to be repaid is less than Securities if to be issued other-
the principal amount of this wise than to the registered Holder:
Security (principal amount
remaining must be an authorized
denomination) Name:________________________
Address:________________________
$_______________________________ (Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER
ID NUMBER
__________________________________
25
