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) July 18, 1996
-------------------
Commercial Credit Company
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-6594 52-0883351
------------ ---------------- --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 Saint Paul Place, Baltimore, Maryland 21202
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(410) 332-3000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
COMMERCIAL CREDIT COMPANY
Current Report on Form 8-K
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-------------------------------------------------------------------
Exhibits:
Exhibit No. Description
----------- -----------
1.01 Distribution Agreement, dated July 18, 1996, 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,
Seventh Series, Due Nine Months or More from Date
of Issue.
4.01 Form of Fixed Rate Note for the Company's Medium-
Term Notes, Seventh Series, Due Nine Months or
More from Date of Issue.
4.02 Form of Floating Rate Note for the Company's
Medium-Term Notes, Seventh Series, Due Nine Months
or More from Date of Issue.
2
<PAGE>
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: July 18, 1996 COMMERCIAL CREDIT COMPANY
By /s/ Firoz B. Tarapore
--------------------------------
Firoz B. Tarapore
Vice President
3
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
1.01 Distribution Agreement, dated July 18, 1996, 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,
Seventh Series, Due Nine Months or More from Date
of Issue.
4.01 Form of Fixed Rate Note for the Company's Medium-
Term Notes, Seventh Series, Due Nine Months or
More from Date of Issue.
4.02 Form of Floating Rate Note for the Company's
Medium-Term Notes, Seventh Series, Due Nine Months
or More from Date of Issue.
Exhibit 1.01
Commercial Credit Company
Medium-Term Notes, Seventh Series
Due Nine Months or More from Date of Issue
DISTRIBUTION AGREEMENT
Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
Lehman Brothers
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285-1200
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center, North Tower
10th Floor
New York, New York 10281-1310
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260-0060
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
July 18, 1996
1
<PAGE>
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, Seventh Series (the "Notes"). The
Notes are to be issued under an Indenture dated as of December 1, 1986, as
supplemented by the First Supplemental Indenture dated as of June 13, 1990 (as
so supplemented or as it may from time to time be further supplemented or
amended by one or more indentures supplemental thereto, the "Indenture"),
between the Company and Citibank, N.A., as trustee (the "Trustee"). The Notes
will have the maturities, interest rates (whether fixed or floating), redemption
provisions and other terms set forth in a pricing supplement to the Prospectus
referred to below. The Notes may be denominated in U.S. dollars, foreign
currencies or foreign composite currency units (the "Specified Currency") as may
be specified in the applicable pricing supplement.
Subject to the terms and conditions stated herein and subject to the
reservation by the Company of the right to sell Notes to any Agent acting as
principal at a discount for its own account or for resale to one or more
investors or other dealers and the Company's right to sell Notes directly to
investors on its own behalf or through other agents (provided that any other
agent will execute an agreement with the Company which contains substantially
the same terms and conditions contained herein and that the Company will notify
each Agent of its agreement with any other agents, dealers or underwriters), the
Company hereby appoints each Agent as an agent of the Company for the purpose of
soliciting offers to purchase the Notes. In addition, an Agent may also
purchase Notes as principal and the Company will enter into a Terms Agreement
(referred to below) relating to such sale in accordance with the provisions of
Section l(b) hereof. For the purposes of this Agreement, the term "Agent" shall
refer to any of Smith Barney Inc., Lehman Brothers, Lehman Brothers Inc.
(including Lehman Government Securities Inc.); Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated; J.P. Morgan Securities Inc.; and
Morgan Stanley & Co. Incorporated, and the term "Agents" shall refer to all of
the above collectively.
1. Solicitations by the Agents of Offers to Purchase; Purchases as
---------------------------------------------------------------
Principal.
----------
(a) Solicitations as Agents. Following the Commencement Date
-----------------------
(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
2
<PAGE>
purchases from the Company until such time as the Company has advised the Agents
that such solicitation may be resumed.
The Company agrees to pay each Agent at the time of delivery of and
payment for the Notes, as consideration for soliciting the sale of each Note, a
commission equal to the percentage set forth on Schedule 1 hereto of the price
to the public of each Note sold by the Company as the result of a solicitation
by such Agent. Without the prior approval of the Company, an Agent (acting on
an agency basis) may not reallow any portion of the commission payable pursuant
hereto to dealers or purchasers in connection with the offer and sale of any
Notes.
The Agents are authorized to solicit orders for the Notes only in
principal amounts of $1,000 or any amount in excess thereof which is a multiple
of $1,000 or, in the case of Notes denominated in a Specified Currency other
than U.S. dollars, in the denominations set forth in the applicable pricing
supplement, at a purchase price equal to 100% of the principal amount of the
Notes, unless otherwise mutually agreed upon by the purchaser and the Company
and specified in the applicable pricing supplement. Each Agent shall
communicate to the Company, orally or in writing, each reasonable offer or
indication of interest to purchase Notes received by such Agent as Agent. The
Company shall have the sole right to accept offers to purchase the Notes and may
reject any such offer in whole or in part. Each Agent shall have the right to
reject, in its discretion reasonably exercised, any offer received by it to
purchase the Notes, in whole or in part, and any such rejection shall not be
deemed a breach of its agreements contained herein. In soliciting offers to
purchase the Notes in their capacity as agents of the Company, the Agents are
acting individually and not jointly and are acting solely as agents for the
Company, and not as principal, and do not assume any obligation toward or
relationship of agency or trust with any purchaser of the Notes (other than any
such obligation or relationship which the Agent assumes independently of this
Agreement). The Agents shall make reasonable efforts to assist the Company in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by the Agents and accepted by the Company, but the Agents shall not
have any liability to the Company in the event any such purchase is not
consummated for any reason. Under no circumstances will the Agents be obligated
to purchase any Notes for their own account except pursuant to subparagraph (b)
below.
(b) Purchases as Principal. Each sale of Notes to an Agent as
----------------------
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 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
3
<PAGE>
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 pro-
visions 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
----------
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
--------
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 July 18,
1996 (the "Commencement Date").
2. Representations and Warranties. The Company represents and
------------------------------
warrants to and agrees with each Agent as of the Commencement Date:
(a) The Company meets the requirements for use of Form S-3 under
the Act. A registration statement (File No. 333-00055) in respect of
$950,000,000 aggregate amount of debt securities of the Company, including the
Notes, has been filed with the Securities and Exchange Commission (the
"Commission"); such registration statement and any post-effective amendments
thereto, each in the form heretofore delivered or to be delivered to the Agents,
excluding exhibits to such registration statement but including all documents
incorporated by reference therein, has been declared effective by the Commission
in such form; no other document with respect to such registration statement
(other than a document incorporated by reference therein) has heretofore been
filed or transmitted for filing with the Commission; and no stop order
suspending the effectiveness of the registration statement has been issued and
no proceeding for that purpose has been instituted or threatened by the
Commission (any preliminary prospectus included in the registration statement or
filed with the Commission pursuant to Rule 424(a) of the rules and regulations
of the Commission under the Securities Act of 1933, as amended (the "Act"),
being hereinafter called a "Preliminary Prospectus"); the registration
statement, at the time of filing, at the time it became effective and at the
date of this Agreement, meets the requirements set forth in Rule 415 under the
Act and complies in all other material respects with said Rule; the various
parts of the registration
4
<PAGE>
statement, including all exhibits thereto and the documents incorporated by
reference in the prospectus contained therein at the time such part of the
registration statement became effective but excluding the Statement of
Eligibility under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), pertaining to the Indenture (the "Form T-1"), as amended at the
time such part became effective, being hereinafter collectively called the
"Registration Statement"; the prospectus (including the prospectus supplement)
relating to the Notes, in the form in which it has most recently been filed, or
transmitted for filing, with the Commission on or prior to the date of this
Agreement being hereinafter called the "Prospectus"; any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to the applicable form
under the Act, as of the date of such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus, including any supplement to the Prospectus that
sets forth only the terms of the particular issue of the Notes (a "Pricing
Supplement"), shall be deemed to refer to and include any documents filed after
the date of such Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or the Prospectus, as
the case may be; any reference to any amendment to the Registration Statement
shall be deemed to include any report of the Company filed pursuant to the
Exchange Act after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement; and any reference to
the Prospectus as amended or supplemented shall be deemed to refer to and
include the Prospectus as amended or supplemented in relation to the Notes sold
pursuant to this Agreement, in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the Act, including any documents incorporated by
reference therein as of the date of such filing);
(b) The documents incorporated by reference in the Registration
Statement and the Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission promulgated thereunder, and any further documents
so filed and incorporated by reference in the Prospectus, or any further
amendment or supplement thereto, when such documents become effective or are
filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder;
(c) The Registration Statement and the Prospectus, and any
amendments thereof or supplements thereto, and the Indenture, conform or will
conform in all material respects with the applicable requirements of the Act and
the Trust Indenture Act, and the respective rules and regulations of the
Commission thereunder.
(d) The Registration Statement, as amended as of any such time,
did not and will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading and the Prospectus, as amended and
supplemented as of any such time, did not and will not include any untrue 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
5
<PAGE>
misleading; provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which shall
constitute the Form T-1 under the Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the Registration Statement or the
Prospectus or any amendment thereof or supplement thereto in reliance upon, and
in conformity with, information furnished in writing to the Company by or on
behalf of any Agent specifically for use in the Registration Statement and the
Prospectus or any amendment thereof or supplement thereto.
(e) The Notes have been duly authorized and, when executed and
authenticated in accordance with the Indenture and delivered to and duly paid
for by the purchasers thereof, will constitute valid and binding obligations of
the Company, enforceable in accordance with their respective terms and entitled
to the benefits of the Indenture (subject, as to enforcement, to applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally and to general principles of equity
regardless of whether such enforceability is considered in a proceeding in
equity or at law); the Indenture has been duly authorized by the Company and
qualified under the Trust Indenture Act; and the Indenture conforms to the
descriptions thereof in the Prospectus as amended or supplemented to relate to
such issuance of Notes.
(f) Since the date of the most recent financial statements
included in the Prospectus, as amended or supplemented, there has not been any
material adverse change in the consolidated financial condition or results of
operations of the Company and its subsidiaries, taken as a whole which is not
discussed in the Prospectus, as amended or supplemented.
(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
-------------------------
that:
(a) At any time during an Offering Period or during the time a
prospectus relating to the Notes is required to be delivered under the Act: (i)
prior to amending or supplementing the Registration Statement or the Prospectus,
the Company will furnish each of the Agents and the Agents' counsel with a copy
of each proposed amendment or supplement (other than an amendment or supplement
to be made pursuant to incorporation by reference of a document filed under the
Exchange Act, or a Pricing Supplement, or an amendment or supplement relating
solely to an offering of debt securities other than the Notes); and (ii) prior
to filing any documents under the Exchange Act to be incorporated by reference
into the Prospectus (other than documents relating solely to an offering of debt
securities other than the Notes), the Company will notify each of the Agents and
the Agents' counsel orally of the general subject matter of such filing and will
furnish copies of such filings to each Agent and the Agents' counsel
simultaneously with, or as promptly as practicable after, the filing of such
documents with the Commission. Subject to the foregoing sentence, the Company
will promptly cause the Prospectus together with each amendment thereof or
supplement thereto to be mailed or otherwise transmitted to the Commission for
filing pursuant to Rule 424(b) by an appropriate method or will promptly cause
the Prospectus together with each amendment thereof or
6
<PAGE>
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 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
7
<PAGE>
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 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
8
<PAGE>
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, 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
9
<PAGE>
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
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, to furnish the Agents
a letter, within three business days following the date of the effectiveness of
such amendment or the date of filing of such supplement or document, as the case
may be (provided that in the event any Settlement Date falling within such three
business day period, such letter shall be delivered on or prior to such
Settlement Date) in form satisfactory to the Agents and 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
10
<PAGE>
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 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
11
<PAGE>
terms and in the manner contemplated in the Prospectus except, in the case
of any purchase of Notes by an Agent as principal, as disclosed to the
relevant Agent in writing by the Company before it accepted the offer to
purchase such Notes.
(ii) There shall not have occurred any (A) suspension or
material limitation in trading of securities generally on the New York
Stock Exchange, the Chicago Board Options Exchange, the Chicago Mercantile
Exchange or the Chicago Board of Trade, or any setting of minimum prices
for trading on any such exchange, or any suspension of trading of any
securities of the Company on any exchange or in the over-the-counter
market, (B) declaration of a general moratorium on commercial banking
activities in New York by either federal or New York state authorities or
(C) any outbreak or escalation of major hostilities in which the United
States is involved, any declaration of war by Congress or any other
substantial national or international calamity or emergency that, in the
relevant Agent's judgment, is material and adverse and, in the case of any
of the events described in clauses (ii)(A) through (C) such event, makes
it, in the relevant Agent's judgment, impracticable to market the Notes on
the terms and in the manner contemplated by the Prospectus, as amended or
supplemented, except, in the case of any purchase of Notes by an Agent as
principal, for any such event occurring before the Company accepted the
offer to purchase such Notes.
(iii) There shall not have been any downgrading, nor any
notice given of any intended downgrading, in the rating accorded any of the
Company's securities by Moody's Investor Service or Standard & Poor's
Corporation or, if one of them no longer rates the securities of the
Company, another "nationally recognized statistical rating organization,"
as such term is defined for purposes of Rule 436(g)(2) under the Act,
except, in the case of any purchase of Notes by an Agent as principal, as
disclosed to the relevant Agent in writing by the Company before it
accepted the offer to purchase such Notes.
(b) On the Commencement Date and, if called for by any agreement
by an Agent to purchase Notes as principal, on the corresponding Settlement
Date:
(i) The Company shall have furnished to the Agents the
opinion of the General Counsel of the Company (or other counsel for the
Company reasonably acceptable to the Agents) on the Commencement Date, and,
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.
12
<PAGE>
(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;
(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 threat-
ened; 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 E hereto.
(v) The Company shall have furnished to the Agents such
appropriate further information, certificates and documents as the Agents
may reasonably request.
5. Indemnification and Contribution. (a) The Company will indemnify
--------------------------------
and hold harmless each Agent against any losses, claims, damages or liabilities,
joint or several, to which such Agent may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement when
it became effective, or in the Registration Statement, the Prospectus, or any
amendment or supplement thereto, or any related Preliminary Prospectus, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading and will reimburse each Agent for any legal or other
expenses reasonably incurred by it in connection with investigating or defending
against such loss, claim, damage, liability or action and all such expenses
shall be reimbursed as
13
<PAGE>
they are incurred; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of such Agent
specifically for use therein and such indemnity with respect to any preliminary
prospectus, the Prospectus or any Preliminary Prospectus, shall not inure to the
benefit of such Agent (or any person controlling such Agent) if the Company
shall have delivered sufficient quantities of the Prospectus, as amended and
supplemented, to the Agent within a reasonable time prior to the earlier of the
delivery of the written confirmation of the sale of such Notes or the delivery
of such Notes to the person asserting such loss, claim, damage, liability or
action for which indemnification is sought, and the Prospectus as so amended and
supplemented (excluding documents incorporated by reference) was not sent or
given to such person by the Agent at or prior to the earlier of the delivery of
the written confirmation of the sale of such Notes or the delivery of such Notes
to such person in any case where such sending or giving of a prospectus is
required by the Act, and the untrue statement or omission of a material fact
contained in such preliminary prospectus, such Prospectus or such preliminary
supplemental prospectus, was corrected in the Prospectus, as so amended and
supplemented, provided to the Agents.
(b) Each Agent will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact 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
14
<PAGE>
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
the indemnified parties shall have the right to employ one counsel to represent
such indemnified parties if, in the reasonable judgment of such indemnified
parties, by reason of an actual or potential conflict of interest in the defense
of the action, it is advisable for such indemnified parties to be represented by
counsel separate from the indemnifying party, in which event the reasonable fees
and expenses of such separate counsel shall be borne by the indemnifying party
and be reimbursed as they are incurred. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
(d) If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above, (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and each Agent participating in the offering that
gave rise to such losses, claims, damages or liabilities (a "Relevant 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
15
<PAGE>
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) 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
16
<PAGE>
officers, directors or controlling persons referred to in Section 5 hereof, and
will survive delivery of and payment for the Notes.
8. Notices. All communications hereunder will be in writing and
-------
effective only on receipt, and, if sent to the Agents, will be mailed, delivered
or transmitted to them by any standard form of telecommunications at:
Smith Barney Inc.
390 Greenwich Street
Fourth Floor
New York, New York 10013
Attention: MTN Product Manager
Fax: (212) 723-8853
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) 648-5907
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attention: Manager - Continuously Offered Products
Fax: (212) 761-0780
17
<PAGE>
with a copy to:
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attention: Peter Cooper, Investment Banking Information Center
Fax: (212) 761-0260
or, if sent to the Company, will be mailed, delivered or transmitted by any
standard form of telecommunications at:
Commercial Credit Company
c/o Travelers Group Inc.
388 Greenwich Street
New York, N.Y. 10013
Attention: Treasurer
Reference Medium-Term Note Program
Fax: (212) 816-8919
Any party to this Agreement may change the address to which notices or
communications to it shall be directed by giving notice in writing to the other
parties hereto.
9. Successors. This Agreement will inure to the benefit of and be
----------
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 5 hereof. Nothing
expressed or implied in this Agreement or any Terms Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
parties hereto and their respective successors and the controlling persons and
officers and directors referred to in Section 5 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any Terms Agreement or any provision herein or
therein contained. This Agreement and any Terms Agreement and all conditions
and provisions hereof and thereof except to the extent provided for in Section 4
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase. This Agreement and the rights
and obligations of the Agent hereunder may not be assigned without the prior
written consent of the Company.
10. Waivers, Etc. Neither any failure nor delay on the part of any
------------
party to exercise any right, remedy, power or privilege under this Agreement
(singly and collectively referred to as a "Right") shall operate as a waiver of
18
<PAGE>
such Right, nor shall any single or partial exercise of any Right preclude any
other or further exercise of any Right, nor shall any waiver of any Right with
respect to any occurrence be construed as a waiver of any Right with respect to
any other occurrence.
11. Applicable Law. This Agreement will be governed by and construed
--------------
in accordance with the laws of the State of New York.
19
<PAGE>
If the foregoing is in accordance with your understanding of this
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and each Agent's acceptance shall represent a binding agreement
between the Company and each of the Agents.
Very truly yours,
COMMERCIAL CREDIT COMPANY
By_________________________________
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, SEVENTH 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 PAY- OPTIONAL RESET DATES:
MENTS IN A SPECIFIED
CURRENCY OTHER THAN
U.S. DOLLARS:
[ ] YES [ ] NO
ORIGINAL ISSUE DATE: RENEWAL TERMS (if any): OPTIONAL EXTENSION OF
MATURITY:
[ ] YES [ ] NO
DATE ON WHICH INTEREST SINKING FUND: LENGTH OF EXTENSION
BEGINS TO ACCRUE (IF PERIOD:
DIFFERENT FROM
ORIGINAL ISSUE DATE):
STATED MATURITY DATE: TOTAL AMOUNT OF OID: NUMBER OF EXTENSION
PERIODS:
INTEREST RATE: YIELD TO MATURITY:
FINAL MATURITY DATE:
SPECIFIED CURRENCY (if
other than U.S. INITIAL ACCRUAL PERIOD DEPOSITARY:
dollars): OID:
AUTHORIZED DENOMINA- OPTION TO ELECT RE- OPTIONAL REDEMPTION:
TIONS (if Specified PAYMENT: [ ] YES [ ] NO
Currency is U.S. [ ] YES [ ] NO
dollars): $1,000 and
any integral multiple
of $1,000 in excess
thereof
(if Specified Currency
is other than U.S.
dollars):
INTEREST PAYMENT OPTIONAL REPAYMENT INITIAL REDEMPTION
DATES: DATE(S ): DATE:
REGULAR RECORD DATES: OPTIONAL REPAYMENT REDEMPTION PRICE:
PRICE(S): [ ] % OF PRINCIPAL
AMOUNT
[ ] AS SET FORTH
BELOW
EXCHANGE RATE AGENT: OPTIONAL INTEREST RATE OTHER PROVISIONS:
(if other than RESET:
Citibank, N.A.) [ ] YES [ ] NO
2
<PAGE>
If applicable as specified above, the Redemption Price shall initially be
% of the principal amount of this Security payable at the Stated Maturity and
shall decline at each anniversary (each such date, a "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 which
is not a day on which banking institutions in New York City are authorized or
obligated by law or executive order to close and, if this Security is
denominated in or indexed to a Specified Currency other than U.S. dollars or
ECU, each Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on
which banking institutions in the principal financial center of the country
issuing the Specified Currency are authorized or required by law or regulation
to close and a day on which banking institutions in such principal financial
center are carrying out transactions in such Specified Currency and, if this
Security is denominated in or 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.
3
<PAGE>
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,
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
4
<PAGE>
(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.
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.
5
<PAGE>
IN WITNESS WHEREOF, Commercial Credit Company has caused this instrument to
be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
CITIBANK, N.A., COMMERCIAL CREDIT COMPANY
as Trustee
By:_____________________________ By:________________________________
Authorized Signatory
Attest:_____________________________
Secretary
6
<PAGE>
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, SEVENTH SERIES
DUE NINE MONTHS OR MORE
FROM DATE OF ISSUE
(FIXED RATE)
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 $950,000,000.
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
7
<PAGE>
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
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
8
<PAGE>
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).
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.
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.
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
9
<PAGE>
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.
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.
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.
10
<PAGE>
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.
7. Optional Renewal. If so specified above, this Security may be
renewed by the Holder of the Security on an Interest Payment Date (specified
above) occurring in or prior to the twelfth month following the Original Issue
Date (the "Initial Maturity Date") in accordance with the procedures described
below.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified above) prior
to the Initial Maturity Date (as specified above) of a Renewable Note (the
"Initial Renewal Date") and on the Interest Payment Date occurring in each sixth
month (or in the last month of each Special Election Interval) after such
Initial Renewal Date (each, together with the Initial Renewal Date, a "Renewal
Date"), the term of this Security may be extended to the Interest Payment Date
occurring in the twelfth month (or, if a special Election Interval is specified,
the last month in a period equal to twice the Special Election Interval) after
such Renewal Date, if the Holder of this Security elects to extend the term of
this Security or any portion hereof as provided below. If the Holder of this
Security does not elect to extend the term of any portion of the principal
amount of this Security during the specified period prior to any Renewal Date,
such portion will become due and payable on the Interest Payment Date occurring
in the sixth month (or the last month in the Special Election Interval) after
such Renewal Date (the "New Maturity Date").
A Holder of this Security may elect to renew the term of this 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
11
<PAGE>
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.
8. Sinking Fund. Unless otherwise specified above, this Security will
not be subject to any sinking fund.
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 Face Amount is calculated, but in no event shall the
Amortized Face Amount of this Security exceed its stated principal amount.
10. Modification and Waivers. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate
principal amount of the Securities at the time outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of Securities of each series at the
time outstanding, on behalf of the Holders of all Securities of such series, to
waive certain existing defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
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.
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.
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
12
<PAGE>
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.
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, 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.
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 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
13
<PAGE>
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.
16. Defined Terms. All terms used in this Security which are defined in
the Prospectus Supplement dated July 18, 1996, or in the Indenture and are not
otherwise defined in this Security shall have the meanings assigned to them in
the Indenture.
17. GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
14
<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.
-------------------------------------------------
15
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at (i) the Optional Repayment Price indicated above, if this Security
is to be repaid pursuant to the Optional Repayment provision hereof or (ii) 100%
of the principal amount of this Security to be repaid plus accrued interest to
the Optional Reset Date, if this Security is to be repaid pursuant to the
Optional Interest Reset provision hereof, or to the Original Stated Maturity, if
this Security is to be repaid pursuant to the Optional Extension of Maturity
provision hereof.
Dated:
----------------------------- ----------------------------------------
Signature
Sign exactly as name appears on the
front of this Security [SIGNATURE
GUARANTEED -- required only if
Securities are to be issued and
delivered to other than the registered
Holder]
----------------------------------------
Principal amount to be repaid, if Fill in for registration of Securities
amount to be repaid is less than if to be issued otherwise than to the
the principal amount of this registered Holder:
Security (principal amount
remaining must be an authorized
denomination) Name:
-----------------------------------
$ Address:
--------------------------------- --------------------------------
--------------------------------
(Please print name and address
including zip code)
SOCIAL SECURITY OR OTHER TAXPAYER ID
NUMBER
16
Exhibit 4.02
CUSIP NO.
REGISTERED PRINCIPAL AMOUNT:
No.
FORM OF
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, SEVENTH 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 DEPOSITARY
<PAGE>
<TABLE>
<S> <C> <C>
ISSUE PRICE: MINIMUM INTEREST RATE: OPTION TO ELECT REPAYMENT:
[ ] 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 PERIOD: OPTIONAL INTEREST RATE
RESET:
[ ] YES [ ] NO
INITIAL INTEREST RATE: INTEREST PAYMENT DATES: OPTIONAL RESET DATES:
BASE RATE: REGULAR RECORD DATES (if other OPTIONAL EXTENSION OF
than the fifteenth day (whether MATURITY:
or not a Business Day) preceding [ ] YES [ ] NO
each Interest Payment Date):
INDEX MATURITY: EXCHANGE RATE AGENT: (if other LENGTH OF EXTENSION PERIOD:
than Citibank, N.A.)
SPREAD (PLUS OR MINUS): OPTION TO RECEIVE PAY-MENTS IN NUMBER OF EXTENSION
SPECIFIED CURRENCY OTHER THAN PERIODS:
U.S. DOLLARS:
[ ] YES [ ] NO
DESIGNATED DEPOSIT CURRENCY SINKING FUND: FINAL MATURITY DATE:
(if other than U.S.
dollars):
SPREAD MULTIPLIER: TOTAL AMOUNT OF OID: DEPOSITARY:
SPECIFIED CURRENCY (if YIELD TO MATURITY: OPTIONAL REDEMPTION:
other than U.S. dollars):
[ ] YES [ ] NO
AUTHORIZED DENOMINATIONS INITIAL ACCRUAL PERIOD OID: INITIAL REDEMPTION DATE:
(if Specified Currency is
U.S. dollars): $1,000 and
any integral multiple of
$1,000 in excess thereof
(if Specified Currency is RENEWAL TERMS: (if any) REDEMPTION PRICE: [ ]
other than U.S. dollars): % OF PRINCIPAL AMOUNT
[ ] AS SET FORTH BELOW
CALCULATION AGENT: (if INVERSE FLOATING RATE [ ] AS SET FORTH BELOW
other than Citibank, N.A.) NOTE: [ ] YES [ ] NO
MAXIMUM INTEREST RATE: OTHER PROVISIONS:
</TABLE>
2
<PAGE>
If applicable as specified above, the Redemption Price shall initially be
% of the principal amount of this Security payable at the Stated Maturity
thereof and shall decline at each anniversary (each such date, a "Redemption
Date") of the Initial Redemption Date by % of such principal amount until the
Redemption Price is 100% of such principal amount; provided that if this
Security is a Discount Security, unless otherwise specified above, the 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)); provided that in the case of a Note
that resets daily or weekly, interest payments will include interest accrued to
and including the next preceding Regular Record Date (as defined below), except
that at Maturity or earlier redemption, as the case may be, the interest payable
will include interest accrued to, but excluding the Maturity date or the date of
redemption, as the case may be, and thereafter at the Base Rate specified above,
plus or minus the Spread, if any, and/or multiplied by the Spread 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 interest
otherwise begins to accrue (if different from the Original Issue Date)), and at
Maturity, provided that unless otherwise set forth above, if an Interest Payment
Date would otherwise be a day that is not a Business Day, such Interest Payment
Date shall be the next succeeding Business Day, except that, if the Base Rate
specified above is LIBID or LIBOR and such day would fall in the succeeding
calendar month, such Interest Payment Date will be the preceding Business Day
(and this exception shall apply in lieu of any provision of Section 113 of the
Indenture to the contrary); and provided further that any payment of principal
(and premium, if any) and interest required to be made on this Security at
Maturity on a day that is not a Business Day will be made on the next succeeding
Business Day (in each case with the same force and effect as if made on such
date of Maturity, and no additional interest shall accrue as a result of any
such delayed payment).
Except if the Base Rate specified above is LIBOR or LIBID, "Business Day"
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in New York City are authorized or obligated by law
or executive order to close and, if this Security is denominated in or indexed
to a Specified Currency other than U.S. dollars or ECU, each Monday, Tuesday,
Wednesday, Thursday or Friday which is not a day on which banking institutions
in the
3
<PAGE>
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
as determined pursuant to the preceding sentence which is also a "London
Business Day." "London Business Day" means any day on which dealings in
deposits in the Designated Deposit Currency are transacted in the London
interbank market.
Unless otherwise specified above, the interest so payable on any Interest
Payment Date will, as provided in the Indenture, be paid to the person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the fifteenth day (whether or not a Business Day) preceding
such Interest Payment Date (a "Regular Record Date"); provided that interest
payable at Maturity shall be payable to the Person to whom principal shall be
payable; and provided, further, that in the case of a Security issued between a
Regular Record Date and the Interest Payment Date relating to such Regular
Record Date, interest for the period beginning on the Original Issue Date (or
the date on which interest otherwise begins to accrue (if different from the
Original Issue Date)) and ending on such Interest Payment Date shall be paid on
the Interest Payment Date following the next succeeding Regular Record Date to
the registered Holder on such next succeeding Regular Record Date.
Unless otherwise specified above, all payments in respect of this Security
will be made in U.S. dollars even if this Security is denominated in a Specified
Currency other than U.S. dollars, as specified above, unless the Holder hereof
makes the election described below. If this Security is denominated in a
Specified Currency other than U.S. dollars, unless otherwise provided above, the
Exchange Rate Agent of the Company will determine the amount of U.S. dollar
payments in respect of this Security in the manner described below; provided
that the Holder hereof may, if so indicated above, elect to receive all payments
in such Specified Currency by delivery of a written election with signature
guarantees to the 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, and no such change of election may be made with respect to payments on
any Note with respect to which (i) an Event of Default has occurred, (ii) the
Company has exercised any of its defeasance or covenant options, or (iii) the
Company has given notice of redemption, as the case may be. Such election shall
remain in effect unless and until changed (where permitted by the Indenture) by
written notice to the Paying Agent, but the Paying Agent must receive written
notice of any such change on or prior to the applicable Regular Record Date or
at least 15 calendar days prior to Maturity, as the case may be. Until the
Securities are paid or payment therefor is provided for, the Company will, at
all times, maintain a Paying Agent in The City of New York capable of performing
the duties described herein to be performed by the Paying Agent and, to the
extent permitted by the Indenture, the Company may be the Paying Agent. The
Company has initially appointed the Trustee as Paying Agent. The Company will
notify the Holder hereof in accordance with the Indenture of any change in the
Paying Agent or its address. All currency exchange costs related to this
Security, if any, will be borne by the Holder of this Security by deductions
from payments otherwise due such Holder hereunder.
Add Bracketed Language for Certificated Notes [Unless otherwise indicated
above, and except as provided below, payment of interest on this Security (other
than interest payable at Maturity)
4
<PAGE>
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 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 sameday funds in accordance with arrangements between
the Trustee and the Depositary and (ii) any principal, premium, if any, and
interest due at Maturity will be paid by the Trustee by wire transfer in
immediately available funds to an account specified by the Depositary.
References herein to "U.S. dollars" or "U.S. $" or "$" are to the coin or
currency of the United States as at the time of payment is legal tender for the
payment of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH BELOW, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to below by manual signature, this Security shall not be
entitled to any benefit under the Indenture referred to below or be valid or
obligatory for any purpose.
5
<PAGE>
IN WITNESS WHEREOF, Commercial Credit Company has caused this instrument to
be duly executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
CITIBANK, N.A., COMMERCIAL CREDIT COMPANY
as Trustee
By:_____________________________ By:________________________________
Authorized Signatory
Attest:_____________________________
Secretary
6
<PAGE>
COMMERCIAL CREDIT COMPANY
MEDIUM-TERM NOTE, SEVENTH SERIES,
DUE NINE MONTHS OR MORE
FROM DATE OF ISSUE
(FLOATING RATE)
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 $950,000,000.
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).
7
<PAGE>
Unless otherwise specified above, if this Security is denominated in a
Specified Currency other than U.S. dollars or ECU and the Holder hereof shall
have elected to receive payments of principal (and premium, if any) and
interest, if any, on this Security in such Specified Currency as described
above, and such Specified Currency (or if this Security is a Currency Indexed
Note, the Denominated Currency) is unavailable as of the due date for any such
payment because of the imposition of exchange controls or other circumstances
beyond the Company's control, or is no longer used by the government of the
country issuing such Specified Currency or Denominated Currency or for the
settlement of transactions by public institutions of or within the international
banking community, then all payments due on such due date with respect to this
Security shall be made in U.S. dollars. Unless otherwise specified above, the
amount so payable on any date in such Specified Currency or Denominated Currency
shall be converted into U.S. dollars at a rate determined by the Exchange Rate
Agent on the basis of the most recently available Market Exchange Rate.
Unless otherwise specified above, if this Security is denominated in or
indexed to ECU and the Holder hereof shall have elected to receive payments of
principal (and premium, if any) and interest on this Security in ECU as
described above, and ECU are unavailable as of the due date for any such
payments because of the imposition of exchange controls or other circumstances
beyond the Company's control, or are no longer used in the European Monetary
System, all payments due on that due date with respect to this Security shall be
made in U.S. dollars. The amount so payable on any date in ECU shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis: The component currencies of ECU for this purpose shall be the
currency amounts that were components of ECU as of the last date on which ECU
were used in the European Monetary System. The equivalent of ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of such
component currencies. The U.S. dollar equivalent of each of such component
currencies shall be determined by the Exchange Rate Agent on the basis of the
most recently available Market Exchange Rate or as specified above.
If the official unit of any component currency of a composite currency is
altered by way of combination or subdivision, the number of units of that
currency as a component shall be divided or multiplied in the same proportion.
If two or more component currencies are consolidated into a single currency, the
amounts of those currencies as components shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any component currency is
divided into two or more 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
8
<PAGE>
above, in no event shall any adjustment be made to any amount payable hereunder
as a result of (i) any change in the value of the Specified Currency or
Denominated Currency relative to any other currency due solely to fluctuations
in exchange rates or (ii) any redenomination of any component currency of any
composite currency (unless such composite currency itself is officially
redenominated).
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 hundredthousandth of a percent
(.0000001), with five onemillionths 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, semiannually 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 semiannually, the third Wednesday of the two months of each
year set forth above; and if this Security resets annually, the third Wednesday
of the month of each year set forth above; provided that the interest rate in
effect from the Original Issue Date (or the date on which interest otherwise
begins to accrue (if different from the Original Issue Date)) to the first
Interest Rate Date will be the Initial Interest Rate as set forth above. If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be the next 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; provided that in the case of a Note that resets daily or weekly, interest
payments will include interest accrued to and including the next preceding
Regular Record Date, except that at Maturity or earlier redemption, as the case
may be, the interest payable will include interest accrued to, but excluding the
Maturity date or the date of redemption, as the case may be.
9
<PAGE>
Unless otherwise set forth above, accrued interest hereon will be
calculated by multiplying the principal amount hereof by an accrued interest
factor. Unless otherwise set forth above, such accrued interest factor will be
computed by adding the interest factors calculated for each day in the interest
period for which accrued interest is being calculated. Unless otherwise set
forth above, the interest factor for each such day is computed by dividing the
interest rate applicable on such day by 360, if the Base Rate set forth above is
the CD Rate, Commercial Paper Rate, LIBID, LIBOR, Federal Funds Rate, Prime
Rate, J.J. Kenny Rate or Eleventh District Cost of Funds Rate, or by the actual
number of days in the year, if the Base Rate set forth above is the Treasury
Rate or the CMT Rate. The interest rate applicable to any day that is an
Interest Reset Date is the interest rate as determined, in accordance with the
procedures hereinafter set forth, with respect to the Interest Determination
Date (as defined below) pertaining to such Interest Reset Date. The interest
rate 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 if the Base
Rate set forth above is the Eleventh District Cost of Funds Rate, on the first
calendar day of each month or the first calendar day of each March, June,
September and December, as set forth above; if this Security resets
semiannually, on the third Wednesday of the two months of each year set forth
above; and if this Security resets annually, on the third Wednesday of the month
of each year set forth above, and in each case, at Maturity (each such day being
an "Interest Payment Date"). Unless otherwise set forth above, if an Interest
Payment Date (other than at Maturity) would otherwise be a day that is not a
Business Day, such Interest Payment Date shall be the next succeeding Business
Day, except that, if the Base Rate set forth above is LIBID or LIBOR and such
day would fall in the succeeding calendar month, such Interest Payment Date will
be the preceding Business Day (and this exception shall apply in lieu of any
provision of Section 113 of the Indenture to the contrary). Any payment of
principal (and premium, if any) and interest required to be made on this
Security on a date of Maturity that is not a Business Day, will be made on the
next succeeding Business Day (in each case with the same force and effect as if
made on such date of Maturity, and no additional interest shall accrue as a
result of any such delayed payment).
If the Base Rate set forth above is the CD Rate, the Commercial Paper Rate,
the Federal Funds Rate, the Prime Rate, the J.J. Kenny Rate or the CMT Rate, the
interest determination date pertaining to an Interest Reset Date for this
Security (the "Interest Determination Date"), unless 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 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
10
<PAGE>
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 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
11
<PAGE>
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.
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:
Money Market Yield = D x 360 x 100
-----------------
360 (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the period for which interest is being calculated, as set
forth on the face hereof.
Determination of LIBID. If the Base Rate set forth above is LIBID, this
Security will bear interest for each Interest Reset Period at the interest rate
calculated with reference to LIBID and the Spread and/or Spread Multiplier, if
any, set forth above.
Unless otherwise indicated above, LIBID will be determined by the
Calculation Agent in accordance with the following provisions:
12
<PAGE>
(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 Inter-
est Determination Date, that appear on the Designated LIBO Page as of 11:00
A.M., London time, on such Interest Determination Date, if at least two
such bid rates appear on the Reuters Screen LIBO Page (unless, as
aforesaid, only a single rate is required). "LIBID Telerate" means the rate
for deposits in the Designated Deposit Currency having the Index Maturity
set forth above, commencing on the second London Business Day immediately
following such Interest Determination Date, that appears on the Designated
Telerate Page (as defined below) as of 11:00 A.M., London time, on such
Interest Determination Date. If neither LIBID Reuters nor LIBID Telerate is
specified in the applicable Pricing Supplement, LIBID will be determined as
if LIBID Telerate had been specified. If fewer than two bid rates appear
(unless the specified Designated LIBO Page with respect to LIBID Reuters by
its terms provides for only a single rate, in which case such single rate
shall be used), or if no rate appears, as applicable, LIBID in respect of
such Interest 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 (unless the specified Designated LIBO Page with
respect to LIBID Reuters by its terms provides for only a single rate, in
which case such single rate shall be used), or on which no rate appears, as
applicable, LIBID will be determined on the basis of the bid rates at which
deposits in the Designated Deposit Currency, having the Index Maturity set
forth above, are quoted at approximately 11:00 A.M., London time, on such
Interest Determination Date to prime banks in the London interbank market
by four major banks in the London interbank market selected by the Calcula-
tion 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 Busi-
ness 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
13
<PAGE>
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 para-
graph. "LIBOR Reuters" means the arithmetic mean of the offered rates
(unless the specified Designated LIBO Page by its terms provides for only a
single rate, in which case such single rate shall be used) for deposits in
the Designated Deposit Currency having the Index Maturity set forth above,
commencing on the second London Business Day immediately following such In-
terest Determination Date, that appear on the Designated LIBO Page as of
11:00 A.M., London time, on such Interest Determination Date, if at least
two such offered rates appear on the Reuters Screen LIBO Page (unless, as
aforesaid, only a single rate is required). "LIBOR Telerate" means the rate
for deposits in the Designated Deposit Currency having the Index Maturity
set forth above, commencing on the second London Business Day 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 (unless the specified Designated LIBO Page with
respect to LIBOR Reuters by its terms provides for only a single rate, in
which case such single rate shall be used), or if no rate appears, as
applicable, LIBOR in respect of such Interest Determination Date will be
determined as if the 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 (unless the specified Designated LIBO Page
with respect to LIBOR Reuters by its terms provides for only a single rate,
in which case such single rate shall be used) or on which no rate appears,
as applicable, LIBOR will be determined on the basis of the rates at which
deposits in the Designated Deposit 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 transac-
tion in such market at such time; provided, however, that if the banks se-
lected as aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, LIBOR will be LIBOR in effect on such Interest Determina-
tion Date.
14
<PAGE>
"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).
"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
15
<PAGE>
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 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 USPRIME1 Page" (as defined below) as such bank's prime
rate or base lending rate as in effect for such Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display designated as page "USPRIME1"
on the Reuters Monitor Money Rates Service (such term to include such other page
as may replace the USPRIME1 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
USPRIME1 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 USPRIME1 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
16
<PAGE>
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 succes-
sor, 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 for Federal income
tax purposes under the Code, and (C) not subject to an "alternate 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 Determina-
tion 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
17
<PAGE>
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
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.
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.
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.
18
<PAGE>
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 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.
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
19
<PAGE>
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 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.
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
20
<PAGE>
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.
Sinking Fund. Unless otherwise specified above, this Security will not
be subject to any sinking fund.
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 (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.
Modification and Waivers. The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities
of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of 66 2/3% in aggregate principal
amount of the Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of Securities of each series at the time
outstanding, on behalf of the Holders of all Securities of such series, to waive
certain existing defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
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.
21
<PAGE>
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.
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.
Registration of Transfer. As provided in the Indenture and subject to
certain limitations as therein set forth, the transfer of this Security is
registrable in the Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of, premium, if any, and interest, on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
those of the Company, the Trustee and the Registrar requiring such written
instrument of transfer duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
If the Depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Securities in certificated form in exchange for
each Global Security. In addition, the Company may at any time determine not to
have Securities represented by a Global Security, and, in such event, will issue
Securities in certificated form in exchange for the Global Security representing
such Security. In any such instance, an owner of a beneficial interest in a
Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have
such Securities registered in its name. Unless otherwise set forth above,
Securities so issued in certificated form will be issued in denominations of
U.S. $1,000 (or such other denomination as shall be specified by the Company) or
any amount in excess thereof which is an integral multiple of U.S. $1,000 and
will be issued in registered form only, without coupons.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Security is registered as the owner hereof for all
purposes.
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
22
<PAGE>
above, the amount of principal of this Security that becomes due and payable
upon such declaration shall be equal to the Amortized Face Amount as defined in
Section 10 hereof.
Defined Terms. All terms used in this Security which are defined in the
Prospectus Supplement dated July 18, 1996 or in the Indenture and are not
otherwise defined in this Security shall have the meanings assigned to them in
the Indenture.
GOVERNING LAW. THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
23
<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.
24
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby irrevocably elects to have
the Company repay the principal amount of this Security or portion hereof below
designated at (i) the Optional Repayment Price indicated above, if this Security
is to be repaid pursuant to the Optional Repayment provision hereof or (ii) 100%
of the principal amount of this Security to be repaid plus accrued interest to
the Optional Reset Date, if this Security is to be repaid pursuant to the
Optional Interest Reset provision hereof, or to the Original Stated Maturity, if
this Security is to be repaid pursuant to the Optional Extension of Maturity
provision hereof.
Dated:
---------------------------- -----------------------------------
Signature
Sign exactly as name appears on the
front of this Security [SIGNATURE
GUARANTEED required only if
Securities are to be issued and
delivered to other than the
registered Holder]
Principal amount to be repaid, if Fill in for registration of
amount to be repaid is less than the Securities if to be issued
principal amount of this Security otherwise than to the registered
(principal amount remaining must be an Holder:
authorized denomination)
-----------------------------
Name:
$ ___________________________________ ---------------------------
Address:
---------------------------
(Please print name and
address including zip code)
SOCIAL SECURITY OR OTHER
TAXPAYER ID NUMBER
--------------------------------
25
