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) January 18, 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 January 18, 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, Fifth Series, Due Nine
Months or More from Date of Issue.
4.01 Form of Fixed Rate Note for the Company's Medium-Term Notes,
Fifth Series, Due Nine Months or More from Date of Issue.
4.02 Form of Floating Rate Note for the Company's Medium-Term Notes,
Fifth 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: January 19, 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, Fifth Series
Due Nine Months or More from Date of Issue
DISTRIBUTION AGREEMENT
Smith Barney Inc.
1345 Avenue of the Americas
New York, New York 10105
Lehman Brothers
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285
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
January 18, 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, Fifth 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 Inc. (including Lehman
Government Securities Inc.); 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 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.
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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.
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
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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 4 of
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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 January
18, 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. Registration statements (File Nos. 33-50513 and 33-56553) in respect
of $1,350,000,000 aggregate amount of debt securities of the Company, including
the Notes, have been filed with the Securities and Exchange Commission (the
"Commission"); such registration statements and any post-effective amendments
thereto, each in the form heretofore delivered or to be delivered to the Agents,
excluding exhibits to such registration statements but including all documents
incorporated by reference therein, have been declared effective by the
Commission in such form; no other document with respect to such registration
statements (other than a document incorporated by reference therein) has
heretofore been filed or transmitted for filing with the Commission; and no stop
order suspending the effectiveness of either registration statement has been
issued and no proceeding for that purpose has been instituted or threatened by
the Commission (any preliminary prospectus included in either registration
statement or filed with the Commission pursuant to Rule 424(a) of the rules and
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regulations of the Commission under the Securities Act of 1933, as amended (the
"Act"), being hereinafter called a "Preliminary Prospectus"); the registration
statements, at the time of filing, at the time they became effective and at the
date of this Agreement, meet the requirements set forth in Rule 415 under the
Act and comply in all other material respects with said Rule; the various parts
of each registration statement, including all exhibits thereto and the documents
incorporated by reference in the prospectus contained in each registration
statement at the time such part of such registration statement became effective
but excluding the Statements of Eligibility under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), pertaining to the Indenture (the
"Forms T-1"), each 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 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
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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 state-
ment 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 Forms 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.
(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 Agent
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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
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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 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
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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.
(d) The Company will use its best efforts to qualify the Notes
for sale under the securities laws of such jurisdictions as the Agents rea-
sonably 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
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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 amendment 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 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,
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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 Prospectus,
as 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
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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 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 supplemented 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 Prospectus, 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
11
<PAGE>
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, certificate, 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:
(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,
12
<PAGE>
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,
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 mate-
rial 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;
13
<PAGE>
(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 supplemented,
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 case
may be, in form and substance reasonably satisfactory to the Agents, to the
effect set forth in Exhibit D 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
14
<PAGE>
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 con-
tained in any part of 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,
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 indemni-
fying 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
15
<PAGE>
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 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 Com-
pany 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 excess 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)
16
<PAGE>
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 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 termination 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, direc-
tors or controlling persons referred to in Section 5 hereof, and will survive
delivery of and payment for the Notes.
17
<PAGE>
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:
Smith Barney Inc.
1345 Avenue of the Americas
New York, New York 10105
Attention: Stephen Kardos
Debt Syndicate
Fax: (212) 698-5634
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:
18
<PAGE>
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
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 The Travelers Inc.
65 East 55th Street
New York, N.Y. 10022
Attention: Treasurer
Reference Medium-Term Note Program
Fax: (212) 891-8980
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
19
<PAGE>
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.
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_________________________
Name:
Title:
The foregoing Agreement
is hereby confirmed and
accepted as of the date
first written above.
SMITH BARNEY INC. J.P. MORGAN SECURITIES INC.
By:_________________________ By:______________________
Name: Name:
Title: Title:
LEHMAN BROTHERS INC. MORGAN STANLEY & CO. INCORPORATED
By:_________________________ By:_________________________
Name: Name:
Title: Title:
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
By:_________________________
Name:
Title:
20
EXHIBIT 4.01
CUSIP NO.
REGISTERED PRINCIPAL AMOUNT:
No.
FORM OF
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, FIFTH 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 DATES:
SPECIFIED CURRENCY
OTHER THAN U.S.
DOLLARS:
[ ] YES [ ] NO
ORIGINAL ISSUE
DATE: RENEWAL TERMS (if OPTIONAL EXTENSION
any): OF MATURITY:
[ ] YES [ ] NO
DATE ON WHICH LENGTH OF EXTENSION
INTEREST BEGINS TO SINKING FUND: PERIOD:
ACCRUE (IF
DIFFERENT FROM
ORIGINAL ISSUE
DATE): NUMBER OF EXTENSION
TOTAL AMOUNT OF PERIODS:
STATED MATURITY OID:
DATE: FINAL MATURITY
DATE:
INTEREST RATE: YIELD TO MATURITY:
DEPOSITARY:
SPECIFIED CURRENCY INITIAL ACCRUAL
(if other than U.S. PERIOD OID:
dollars): OPTIONAL
OPTION TO ELECT RE- REDEMPTION:
AUTHORIZED PAYMENT: [ ] YES [ ] NO
DENOMINATIONS (if [ ] YES [ ] NO
Specified Currency
is U.S. dollars):
$1,000 and any
integral multiple
of
$1,000 in excess
thereof OPTIONAL REPAYMENT INITIAL REDEMPTION
DATE(S ): DATE:
(if Specified
Currency is other OPTIONAL REPAYMENT REDEMPTION PRICE:
than U.S. dollars): PRICE(S): [ ] % OF
PRINCIPAL AMOUNT
INTEREST PAYMENT [ ] AS SET FORTH
DATES: BELOW
OPTIONAL INTEREST
REGULAR RECORD RATE RESET: OTHER PROVISIONS:
DATES: [ ] YES [ ] NO
EXCHANGE RATE
AGENT: (if other
than Citibank,
N.A.)
<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 "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 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
different 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, Wednesday, Thursday and Friday 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 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.
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 Security issued between a Regular
Record Date and the Interest Payment Date relating to such Regular Record Date,
<PAGE>
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 Company'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 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 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 principal 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
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.
<PAGE>
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.
<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
<PAGE>
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, FIFTH 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 indentures 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 $1,350,000,000.
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
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 international 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).
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
<PAGE>
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 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 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 currencies, 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 obligations 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 fluctuations in exchange rates or (ii) any
redenomination of any component currency of any composite currency (unless such
composite currency itself is officially redenominated).
<PAGE>
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 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.
<PAGE>
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
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 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 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 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.
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.
<PAGE>
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 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 requisite amount of Securities outstanding 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
(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 accordance with generally
accepted United States bond yield computation principles) at the date as of
which the Amortized
<PAGE>
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 a majority 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 unconditional, 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 denomination 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 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,
<PAGE>
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 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 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 8 hereof.
Upon payment (i) of the aggregate applicable 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 January 18, 1995, or in the Indenture
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.
<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 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
_____________________________________________________________________________Att
orney 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.
<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, 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
this Security (principal amount registered Holder:
remaining must be an authorized
denomination)
Name:________________________________
$______________________________ Address:_____________________________
_____________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID
NUMBER
_____________________________________
EXHIBIT 4.02
CUSIP NO.
REGISTERED PRINCIPAL AMOUNT:
No.
FORM OF
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, FIFTH 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 CERTIFI-
CATED 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 DEPOSI-
TARY.
<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
ORIGINAL ISSUE DATE):
STATED MATURITY: INTEREST PAYMENT OPTIONAL INTEREST RATE
PERIOD: RESET:
[ ] YES [ ] NO
INITIAL INTEREST RATE: INTEREST PAYMENT OPTIONAL RESET DATES:
DATES:
BASE RATE: OPTIONAL EXTENSION OF
REGULAR RECORD DATES MATURITY:
(if other than the [ ] YES [ ] NO
fifteenth day (whether
or not a Business Day)
INDEX MATURITY: preceding each LENGTH OF EXTENSION
Interest Payment PERIOD:
Date):
SPREAD (PLUS OR NUMBER OF EXTENSION
MINUS): EXCHANGE RATE AGENT: PERIODS:
(if other than
Citibank, N.A.)
OPTION TO RECEIVE PAY-
MENTS IN SPECIFIED FINAL MATURITY DATE:
DESIGNATED DEPOSIT CURRENCY OTHER THAN
CURRENCY (if other U.S. DOLLARS:
than U.S. dollars): [ ] YES [ ] DEPOSITARY:
NO
SPREAD MULTIPLIER: OPTIONAL REDEMPTION:
SINKING FUND: [ ] YES [ ] NO
SPECIFIED CURRENCY (if
other than U.S. INITIAL REDEMPTION
dollars): TOTAL AMOUNT OF OID: DATE:
AUTHORIZED DENOMINA- YIELD TO MATURITY:
TIONS (if Specified
Currency is U.S.
dollars): $1,000 and INITIAL ACCRUAL PERIOD
any integral multiple OID: REDEMPTION PRICE:
of $1,000 in excess [ ] % OF PRINCIPAL
thereof AMOUNT
[ ] AS SET FORTH
(if Specified Currency BELOW
is other than U.S. RENEWAL TERMS:
dollars): (if any)
OTHER PROVISIONS:
CALCULATION AGENT: (if INVERSE FLOATING RATE
other than Citibank, NOTE: [ ] YES [
N.A.) ] NO
MAXIMUM INTEREST RATE:
<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 Redemp-
tion 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)) and thereafter
at the Base Rate specified above, plus or minus the Spread, if any, and/or
multiplied by the Spread Multiplier, 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 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 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 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
<PAGE>
as determined pursuant to the preceding sentence which is also a "London Banking
Day." "London Banking 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 Company'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, 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 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
<PAGE>
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 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.
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.
<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
<PAGE>
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, FIFTH 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 indentures 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 $1,350,000,000.
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
international 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).
<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 currencies, 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 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 or Denominated Currency
relative to any other currency due solely
<PAGE>
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-thousandths 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 interest (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
succeeding 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.
Unless otherwise set forth above, accrued interest hereon will be
calculated by multiplying the principal amount hereof by any 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.
<PAGE>
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 applicable 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 unless 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; 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 except that, if the Base Rate set forth above is LIBID or LIBOR
and such day would fall in the succeeding calendar month, such payment will be
made on the preceding Business Day (and this exception shall apply in lieu of
any provision of Section 113 of the Indenture to the contrary) (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 otherwise 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 (as defined below) preceding
such Interest Reset Date. If the Base Rate set forth above is the Treasury
Rate, the Interest Determination Date pertaining 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 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
<PAGE>
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 determinations 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 accordance 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 Determination Date,
the rate on such date for negotiable certificates of deposit having the Index
Maturity set forth above as made available and subsequently 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. $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.
<PAGE>
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 industrial
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= ---------- x100
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 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
<PAGE>
Designated LIBO Page as of 11:00 A.M., London time, on such Interest Determina-
tion Date, if at least two such bid rates appear on the Reuters Screen LIBO
Page. "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, or if no rate appears, as applicable, LIBID in respect of such Interest
Determination 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, 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:
(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 hav-
ing 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 Determina-
tion Date, if at least two such offered rates appear on the Reuters Screen LIBO
Page (unless, as aforesaid, only a single rate is required).
<PAGE>
"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 immediately 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 Telerate is set forth above, LIBOR
will be determined as if LIBOR Telerate had been specified. If fewer
than two offered rates appear, or if no rate appears, as applicable,
LIBOR in respect of such Interest Determination 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 offered rates appear on the Reuters Screen LIBO Page or
on which no rate appears on Telerate Page 3750 as applicable, LIBOR
will be determined on the basis of the rates at which deposits in the
Designated Deposit Currency having the Index Maturity set forth above
are offered at approximately 11:00 a.m., London time, on such Interest
Determination Date by four major banks in the London interbank market
selected by the Calculation Agent (the "LIBOR Reference Banks") to
prime banks in the London interbank market, 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 LIBOR Reference Banks to provide a quotation of its
rates. If at least two such quotations are provided, LIBOR for such
Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR for such
Interest Determination 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, 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 (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 selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR will be LIBOR in
effect on such Interest Determination Date.
"Designated Deposit Currency" means the currency (including a
composite 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.
"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 interbank 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).
<PAGE>
"Principal Financial Center" means, unless otherwise specified above,
the capital city of the country that issues as its legal tender the Designated
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 mentioned 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 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 Determination 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
<PAGE>
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 Calculation 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 supervision
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 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
<PAGE>
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 Determination 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 Index") 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 Francisco 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 otherwise 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 (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 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
<PAGE>
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 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 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
"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
<PAGE>
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 Interest 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 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
<PAGE>
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 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 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
<PAGE>
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
outstanding 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 principal 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 a
majority 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 unconditional, 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.
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 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 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
<PAGE>
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, 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 9 hereof.
Upon payment (i) of the aggregate applicable 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 17. Defined Terms. All terms used in this Security which are
defined in the Prospectus Supplement dated January 18, 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.
<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 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.
<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, 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
this Security (principal amount registered Holder:
remaining must be an authorized
denomination)
Name:________________________________
$______________________________ Address:_____________________________
_____________________________
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID
NUMBER
_____________________________________
