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
December 6, 1994
Date of Report .........................................................
(Date of earliest event reported)
CHRYSLER FINANCIAL CORPORATION
........................................................................
(Exact name of registrant as specified in its charter)
State of Michigan 1-5966 38-0961430
........................................................................
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
27777 Franklin Rd., Southfield, Michigan 48034
..............................................
(Address of principal executive offices)
(810) 948-3060
Registrant's telephone number, including area code......................
<PAGE>
Item 5. Other Events.
-------------
Exhibits are filed herewith by Chrysler Financial Corporation in
connection with its Registration Statements on Form S-3 (File Nos.
33-50385, 33-52421 and 33-55787). These exhibits supersede and
replace the Exhibits 4-M, 4-N, 4-O, and 4-P which were originally
filed with such Registration Statements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-------------------------------------------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits to Registration Statements on Form S-3 (File Nos.
33-50385, 33-52421 and 33-55787):
4-M Form of Fixed Rate Medium-Term Note.
4-N Form of Floating Rate Medium-Term Note.
4-O Form of Multi-Currency Fixed Rate Medium-Term Note.
4-P Form of Multi-Currency Floating Rate Medium-Term Note.
<PAGE>
SIGNATURES
----------
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.
CHRYSLER FINANCIAL CORPORATION
Date: December 6, 1994 By: /s/Robert A. Link
---------------------------
Robert A. Link
Secretary
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description of Exhibit
- -------- ----------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits to Registration Statements on Form S-3 (File
Nos. 33-50385, 33-52421 and 33-55787).
4-M Form of Fixed Rate Medium-Term Note.
4-N Form of Floating Rate Medium-Term Note.
4-O Form of Multi-Currency Fixed Rate Medium-Term Note.
4-P Form of Multi-Currency Floating Rate Medium-Term Note.
Exhibit 4-M
[FORM OF FIXED RATE GLOBAL MEDIUM-TERM NOTE]
REGISTERED REGISTERED
No. FX-
CUSIP No.
CHRYSLER FINANCIAL CORPORATION
MEDIUM-TERM NOTE
(Fixed Rate)
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation (the "Depositary"), to the
Company or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive form, this Note may not be transferred except as a whole
by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH
BELOW:
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATES: REGULAR RECORD DATES:
[ ] March 15 and [ ] March 1 and September 1
September 15
[ ] Other: [ ] Other:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT REPAYMENT PRICE: SPECIFIED CURRENCY:
DATE(S):
ADDENDUM ATTACHED: AUTHORIZED
[ ] Yes DENOMINATIONS:
[ ] No
OTHER PROVISIONS:
<PAGE>
[If this Note will be issued with "original issue discount" for purposes
of Section 1273 of the Internal Revenue Code of 1986, as amended, the following
shall be completed.]
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF ISSUE PRICE
SECURITY: OID: (expressed as a
percentage of
aggregate principal
amount):
[ ] Yes [ ] No.
YIELD TO MATURITY: SHORT ACCRUAL PERIOD METHOD USED TO
OID: DETERMINE YIELD FOR
SHORT ACCRUAL PERIOD:
[ ] Approximate
[ ] Exact
CHRYSLER FINANCIAL CORPORATION, a Michigan corporation (herein called the
"Company", which term include any successor corporation under the Indenture
hereinafter referred to below), for value received, hereby promises to pay to
Cede & Co., as nominee for The Depository Trust Company, or registered assigns,
the principal amount stated above on the Stated Maturity Date specified above
(except to the extent redeemed or repaid prior to the Stated Maturity Date), and
to pay interest thereon at the Interest Rate per annum specified above, until
the principal hereof is paid or duly made available for payment. Reference
herein to "this Note", "hereof", "herein" and comparable terms shall include an
Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular Record
Date (as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date. Except as provided above, interest payments will be made on
the Interest Payment Dates shown above. Unless otherwise specified above, the
"Regular Record Date" shall be the date 15 calendar days (whether or not a
Business Day (as defined below)) prior to the applicable Interest Payment Date.
Interest on this Note will accrue from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid, from the Original Issue Date specified above, to, but
excluding such Interest Payment Date. If the Maturity or an Interest Payment
Date falls on a day which is not a Business Day as defined below, the payment
due on such Maturity or Interest Payment Date will be paid on the next
succeeding Business Day with the same force and effect as if made on such
Maturity or Interest Payment Date, as the case may be, and no interest shall
accrue with respect to such payment for the period from and after such Maturity
or Interest Payment Date. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
immediately preceding such Interest Payment Date; provided, however, that in the
case of a Note issued between a Regular Record Date and the related Interest
Payment Date, interest for the period beginning on the Original Issue Date for
such Note and ending on such Interest Payment Date shall be paid on the first
succeeding Interest Payment Date to the registered Holder of such Note on the
related Regular Record Date; and provided, further, that interest payable at
Maturity will be payable to the Person to whom principal shall be payable. Any
such interest which is payable, but not punctually paid or duly provided for on
any Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, notice whereof shall be given to the
Holder of this Note not less than 10 days prior to such Special Record Date, or
may be paid at any time in any other lawful manner, all as more fully provided
in the Indenture. "Business Day", with respect to any particular location, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in such location are authorized or obligated by law to
close.
Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at Maturity will be
made available on such date to Chemical Bank as issuing and paying agent for the
Notes (the "Paying Agent", which term includes any successor Paying Agent with
respect to the Notes). The Paying Agent will thereupon pay such funds to the
Depositary or its nominee in accordance with the Letter of Representations,
dated December __, 1994, among the Company, the Paying Agent, as issuing agent
and paying agent, and the Depositary.
This Note is one of a duly authorized series of debt securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series N (the "Notes"). The Notes are issued and to be issued
under an Indenture dated as of February 15, 1988, as amended or supplemented
from time to time (herein called the "Indenture"), between the Company and
Manufacturers Hanover Trust Company, which has been succeeded by United States
Trust Company of New York as trustee (herein called the "Trustee", which term
includes any successor Trustee with respect to the Notes, under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and the terms upon which the Notes are to be authenticated and delivered. The
terms of individual Notes may vary with respect to interest rates or interest
rate formulas, issue dates, maturity, redemption, repayment, currency of payment
and otherwise.
The Notes will rank pari passu in right of payment with all existing and
future unsecured and unsubordinated indebtedness of the Company.
Except as otherwise provided in the Indenture, the Notes will be issued in
global form only registered in the name of the Depositary or its nominee. The
Notes will not be issued in definitive form, except as otherwise provided in the
Indenture, and ownership of the Notes shall be maintained in book entry form by
the Depositary for the accounts of participating organizations of the
Depositary.
This Note is not subject to any sinking fund and, unless otherwise provided
above in accordance with the provisions of the following paragraphs, is not
redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any date
on and after the Initial Redemption Date, if any, specified above. If no Initial
Redemption Date is set forth above, this Note may not be redeemed prior to the
Stated Maturity Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 (or such other amount as may be specified herein) (provided
that any remaining principal hereof shall be at least $1,000 (or such other
amount as may be specified herein)) at the option of the Company at the
applicable Redemption Price (as defined below), together with accrued interest
hereon at the applicable rate payable to the date of redemption (each such date,
a "Redemption Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially be
the Initial Redemption Percentage, specified above, of the principal amount of
this Note to be redeemed and shall decline at each anniversary of the Initial
Redemption Date, shown above, by the Annual Redemption Percentage Reduction, if
any, specified above hereof, of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder on any
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note may not be so repaid at the option of the
Holder hereof prior to the Stated Maturity Date. On any Optional Repayment Date,
this Note shall be repayable in whole or in part in increments of $1,000 (or
such other amount as may be specified herein) (provided that any remaining
principal hereof shall be at least $1,000 (or such other amount as may be
specified herein)) at the option of the Holder hereof at a Repayment Price,
unless otherwise specified above, equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder hereof,
this Note must be received, with the form entitled "Option to Elect Repayment"
below duly completed, by the Trustee at its Corporate Trust Office, or such
address which the Company shall from time to time notify the Holders of the
Notes, not more than 60 nor less than 30 days prior to the related Optional
Repayment Date. Exercise of such repayment option by the Holder hereof shall be
irrevocable.
Interest payments on this Note shall include interest accrued from, and
including, the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to, but excluding, the
related Interest Payment Date or Maturity, as the case may be. Unless otherwise
specified herein, accrued interest hereon will be calculated on the basis of a
360-day year of twelve 30-day months.
Any provision contained herein with respect to the calculation of the rate
of interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified above.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of this Note (or, if this Note is an Original Issue
Discount Security, an amount of principal hereof determined in accordance with
the provisions of this Note set out in the next paragraph (the "Amortized Face
Amount")) may be declared due and payable in the manner and with the effect
provided in the Indenture.
If this Note is an Original Issue Discount Security and if an Event of
Default with respect to Notes of this series shall have occurred and be
continuing, the Amortized Face Amount of principal of this Note may be declared
due and payable in the manner and with the effect provided in the Indenture.
Such Amortized Face Amount shall be equal to the sum of (i) the aggregate
principal amount of this Note multiplied by the Issue Price plus (ii) the
portion of the difference between the Issue Price and the principal amount of
this Note that has accrued at the Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation principles) to such date
of declaration, but in no event shall the Amortized Face Amount of this Note
exceed its principal amount. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Issuer's obligations in respect of the
payment of the principal of and interest, if any, on this Note shall terminate.
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 thereby 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 Outstanding
Securities of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.
Holders of Notes may not enforce their rights pursuant to the Indenture or
the Notes except as provided in the Indenture. No reference herein to the
Indenture and no provision hereof or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal hereof and interest hereon at the times, place and rates, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth (including, in the case of any Global Security, certain additional
limitations) and as may be set forth herein, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of this series of like tenor, of Authorized Denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 (or such other amount as may be specified herein) and
integral multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same.
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 Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to instruments and
agreements made and to be performed wholly within such jurisdiction.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent, by manual signature of an
authorized signatory, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
Dated: CHRYSLER FINANCIAL CORPORATION
[CORPORATE SEAL] By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities issued
under the within-mentioned Indenture.
CHEMICAL BANK
as Authenticating Agent for the Trustee
By: ______________________________________
Authorized Officer
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at ________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate Trust
Office, or at such other place or places of which the Company shall from time to
time notify the Holder of this Note, not more than 60 nor less than 30 days
prior to an Optional Repayment Date, if any, shown on the face of this Note,
this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 (or such other
amount as may be specified herein)) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be increments of $1,000
(or such other amount as may be specified herein)) of the Notes to be issued to
the Holder for the portion of this Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion not being
repaid).
$______________________ ________________________________________________
NOTICE: The signature on this Option
Date___________________ to Elect Repayment must correspond with
the name as written upon the face of this
Note in every particular, without alteration
or enlargement or any change whatever.
<PAGE>
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)___________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________________________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated: _______________ _______________________________________________
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
<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
UNIF GIFT MIN ACT--................ Custodian .....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
................................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
Exhibit 4-N
[FORM OF FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
REGISTERED REGISTERED
No. FLR-
CUSIP
CHRYSLER FINANCIAL CORPORATION
MEDIUM-TERM NOTE
(Floating Rate)
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (the "Depositary"), to the
Company or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive form, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH
BELOW:
PRINCIPAL AMOUNT:
BASE RATE OR ORIGINAL ISSUE DATE: STATED MATURITY DATE:
BASE RATES:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD (plus or minus): INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
REPAYMENT PRICE: CALCULATION AGENT: IF BASE RATE IS LIBOR:
INDEX CURRENCY:__________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: _______
[ ] Telerate Page:_______
SPECIFIED CURRENCY: AUTHORIZED DENOMINATIONS:
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER PROVISIONS:
<PAGE>
[If this Note will be issued with "original issue discount" for purposes
of Section 1273 of the Internal Revenue Code of 1986, as amended, the following
shall be completed.]
ORIGINAL ISSUE TOTAL AMOUNT OF OID: ISSUE PRICE
DISCOUNT SECURITY: (expressed as a
percentage of aggregate
principal amount):
[ ] Yes [ ] No
YIELD TO MATURITY: SHORT ACCRUAL PERIOD METHOD USED TO
OID: DETERMINE YIELD FOR
SHORT ACCRUAL PERIOD:
[ ] Approximate
[ ] Exact
CHRYSLER FINANCIAL CORPORATION, a Michigan corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., as
nominee for The Depository Trust Company, or registered assigns, the principal
amount stated above on the Stated Maturity Date specified above (except to the
extent redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon, at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above and
thereafter at a rate per annum determined in accordance with the provisions
hereof and any Addendum relating hereto depending upon the Base Rate or Rates,
if any, and such other terms specified above, until the principal hereof is
paid or duly made available for payment. Reference herein to "this Note",
"hereof", "herein" and comparable terms shall include an Addendum hereto if an
Addendum is specified above.
Interest on this Note will accrue from and including the Original Issue
Date specified above, at the rates determined from time to time as specified
herein, until the principal hereof has been paid or made available for payment.
The Company will pay interest monthly, quarterly, semi-annually, annually or
such other period as specified above under "Interest Payment Period", on each
Interest Payment Date specified above, commencing on the first Interest Payment
Date specified above next succeeding the Original Issue Date specified above,
and on the Stated Maturity Date or any Redemption Date or Optional Repayment
Date (as defined below) (the date of each such Stated Maturity Date, Redemption
Date and Optional Repayment Date and the date on which principal or an
installment of principal is due and payable by declaration of acceleration
pursuant to the Indenture being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however, that if the
Original Issue Date is between a Regular Record Date (as defined below) and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Original Issue Date; and provided
further, that if an Interest Payment Date (other than an Interest Payment Date
at Maturity) would fall on a day that is not a Business Day (as defined below),
such Interest Payment Date shall be postponed to the first succeeding Business
Day, except that in the case the Base Rate is LIBOR, as indicated above, if
such next Business Day falls in the next calendar month, such Interest Payment
Date shall be the immediately preceding day that is a Business Day. Except as
provided above, interest payments will be made on the Interest Payment Dates
shown above. Unless otherwise specified above, the "Regular Record Date" shall
be the date 15 calendar days (whether or not a Business Day) prior to the
applicable Interest Payment Date. If the Maturity falls on a day which is not a
Business Day as defined below, the payment due on such Maturity will be paid on
the next succeeding Business Day with the same force and effect as if made on
such Maturity and no interest shall accrue with respect to such payment for the
period from and after such Maturity. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date will as provided in the
Indenture be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such Interest Payment Date; provided, however, that in the case
of a Note issued between a Regular Record Date and the related Interest Payment
Date, interest for the period beginning on the Original Issue Date for such
Note and ending on such Interest Payment Date shall be paid on the first
succeeding Interest Payment Date to the registered Holder of such Note on the
related Regular Record Date; and provided, further, that interest payable at
Maturity will be payable to the Person to whom principal shall be payable. Any
such interest which is payable, but not punctually paid or duly provided for on
any Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest notice whereof shall be given to the
Holder of this Note not less than 10 days prior to such Special Record Date, or
may be paid at any time in any other lawful manner, all as more fully provided
in the Indenture.
Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at Maturity will be
made available on such date to Chemical Bank as issuing and paying agent for
the Notes (the "Paying Agent", which term includes any successor Paying Agent
with respect to the Notes). The Paying Agent will thereupon pay such funds to
the Depositary or its nominee in accordance with the Letter of Representations,
dated December __, 1994, among the Company, the Paying Agent, as issuing agent
and paying agent, and the Depositary.
This Note is one of a duly authorized series of debt securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series N (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of February 15, 1988, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and Manufacturers Hanover Trust Company, which has been succeeded by
United States Trust Company of New York as Trustee (herein called the
"Trustee", which term includes any successor Trustee with respect to the Notes
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Notes and the terms upon which the Notes are to be authenticated and
delivered. The terms of individual Notes may vary with respect to interest
rates or interest rate formulas, issue dates, maturity, redemption, repayment,
currency of payment and otherwise.
The Notes will rank pari passu in right of payment with all existing and
future unsecured and unsubordinated indebtedness of the Company.
Except as otherwise provided in the Indenture, the Notes will be issued in
global form only registered in the name of the Depositary or its nominee. The
Notes will not be issued in definitive form, except as otherwise provided in
the Indenture, and ownership of the Notes shall be maintained in book entry
form by the Depositary for the accounts of participating organizations of the
Depositary.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any date
on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed prior
to the Stated Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 (or such other amount as may be specified herein)
(provided that any remaining principal hereof shall be at least $1,000 (or such
other amount as may be specified herein)) at the option of the Company at the
applicable Redemption Price (as defined below) together with accrued interest
hereon at the applicable rate payable to the date of redemption (each such
date, a "Redemption Date"), on written notice given not more than 60 nor less
than 30 days prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof shall be issued
in the name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially
be the Initial Redemption Percentage, specified above, of the principal amount
of this Note to be redeemed and shall decline at each anniversary of the
Initial Redemption Date, shown above, by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder on any
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note may not be so repaid at the option of
the Holder hereof prior to the Stated Maturity Date. On any Optional Repayment
Date, this Note shall be repayable in whole or in part in increments of $1,000
(or such other amount as may be specified herein) (provided that any remaining
principal hereof shall be at least $1,000 (or such other amount as may be
specified herein)) at the option of the Holder hereof at a Repayment Price,
unless otherwise specified above, equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder hereof,
this Note must be received, with the form entitled "Option to Elect Repayment"
below duly completed, by the Trustee at its Corporate Trust Office, or such
address which the Company shall from time to time notify the Holders of the
Notes, not more than 60 nor less than 30 days prior to the related Optional
Repayment Date. Exercise of such repayment option by the Holder hereof shall be
irrevocable.
Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on this Security shall be the
rate determined by reference to the Base Rate specified above or two or more
Base Rates, in either case (i) plus or minus the Spread, if any, and/or (ii)
multiplied by the Spread Multiplier, if any, as specified above. The Base Rate
shall be determined in accordance with the provisions of the applicable heading
below.
Except as provided above, the interest rate in effect on each day shall be
(a) if such day is an Interest Reset Date (as defined below), the interest rate
determined on the Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or (b) if such day is not an Interest Reset
Date, the interest rate determined on the Interest Determination Date
immediately preceding the next preceding Interest Reset Date.
The interest rate on this Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period", and the first day of each Interest Reset Period being an "Interest
Reset Date") as specified above. Unless otherwise specified above, the Interest
Reset Date will be, if this Note resets daily, each Business Day; if this Note
(other than if this Note is a Treasury Rate Note) resets weekly, Wednesday of
each week; if this Note is a Treasury Rate Note that resets weekly, Tuesday of
each week (except as provided below); if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the third Wednesday of
March, June, September and December of each year; if this Note resets
semiannually, the third Wednesday of the two months specified above; and, if
this Note resets annually, the third Wednesday of the month specified above;
provided, however, that, unless otherwise specified above, the interest
rate in effect from the Original Issue Date to but excluding the first Interest
Reset Date with respect to such Note will be the Initial Interest Rate (set
forth above). If any Interest Reset Date (which term includes the term
Initial Interest Reset Date unless the context otherwise requires) would
otherwise be a day that is not a Business Day, such Interest Reset Date shall
be postponed to the first succeeding Business Day, except that if a Base Rate
specified on the face hereof is LIBOR and such next Business Day falls in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.
Unless otherwise specified above, interest payable on this Note on any
Interest Payment Date shall be the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of which interest
has been paid (or from and including the Original Issue Date specified above,
if no interest has been paid), to but excluding the applicable Interest Payment
Date or Maturity; provided, however, that the interest payments on Maturity
will include interest accrued to but excluding such Maturity. Unless otherwise
specified herein, accrued interest hereon will be calculated on the basis of
the actual number of days in the interest period divided by 360, with the
exception of Treasury Rate Notes on which interest will be calculated on the
basis of the actual number of days in the interest period divided by the actual
number of days in the year.
Unless otherwise specified above and except as provided below, interest
will be payable, if this Note resets daily, weekly, or monthly, on the third
Wednesday of each month; if this Note resets quarterly, on the third Wednesday
of March, June, September and December of each year; if this Note resets
semiannually, on the third Wednesday of the two months of each year specified
above; and, if this Note resets annually, on the third Wednesday of the month
of each year specified above and, in all such cases, at Maturity. If an
Interest Payment Date (other than an Interest Payment Date at Maturity) would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
be postponed to the first succeeding Business Day, except that, if the Base
Rate specified on the face hereof is LIBOR, if such Business Day falls in the
next calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If the Maturity falls on a day that is not a Business
Day, the payment of principal, premium, if any, and interest will be made on
the next succeeding Business Day, and no interest on such payment shall accrue
for the period from and after such Maturity.
Unless otherwise specified above, the "Interest Determination Date" with
respect to the CD Rate, the Commercial Paper Rate, the Federal Funds Rate and
the Prime Rate will be the second Business Day preceding each Interest Reset
Date; the "Interest Determination Date" with respect to LIBOR shall be the
second London Business Day (as defined below) preceding each Interest Reset
Date; the "Interest Determination Date" with respect to the Treasury Rate will
be the day in the week in which the related Interest Reset Date falls on which
day Treasury bills (as defined below) normally would be 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);
provided, however, that if, as a result of a legal holiday, an auction is held
on the Friday of the week preceding the related Interest Reset Date, the
related Interest Determination Date shall be such preceding Friday; and
provided, further, that if an auction shall fall on any Interest Reset Date,
then the Interest Reset Date shall instead be the first Business Day following
such auction. If the interest rate of this Note is determined with reference to
two or more Base Rates, the Interest Determination Date pertaining to this Note
will be the first Business Day which is at least two Business Days prior to
such Interest Reset Date on which each Base Rate shall be determinable. Each
Base Rate shall be determined and compared on such date, and the applicable
interest rate shall take effect on the related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date" pertaining to any
Interest Determination Date will be the earlier of (i) the tenth calendar day
after such Interest Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or date of Maturity, as the case may be. All
calculations on this Note shall be made by the Calculation Agent specified
above or such successor thereto as is duly appointed by the Company.
Unless otherwise specified above, all percentages resulting from any
calculation of the rate of interest on this Note will be rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point, with five one
millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655) and 9.876544% (or
.09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upward).
Unless otherwise specified above, "Business Day" means any day, other than
a Saturday or Sunday, that is (i) not a day on which banking institutions are
authorized or required by law or regulation to be closed in The City of New
York and (ii) if the applicable Base Rate shown above is LIBOR, is also a
London Business Day. As used herein, "London Business Day" means any day (a) if
the Index Currency specified above is other than the European Currency Unit
("ECU"), on which dealings in deposits in such Index Currency are transacted in
the London interbank market or (b) if the Index Currency specified above is the
ECU, that is not designated as an ECU Non-Settlement Day by the ECU Banking
Association in Paris or otherwise generally regarded in the ECU interbank
market as a day on which payments on ECUs shall not be made.
Determination of Commercial Paper Rate. If a Base Rate for this Note is
the Commercial Paper Rate, as indicated above, the Commercial Paper Rate shall
be determined on the applicable Interest Determination Date (a "Commercial
Paper Rate Determination Date") as the Money Market Yield (calculated as
described below) on such Commercial Paper Rate Determination Date of the rate
for commercial paper having the Index Maturity specified above, as such rate
shall be published by the Board of Governors of the Federal Reserve System in
H.15(519) under the heading "Commercial Paper". In the event that such rate is
not so published prior to 9:00 a.m., New York City time, on the Calculation
Date pertaining to such Commercial Paper Rate Determination Date, then the
"Commercial Paper Rate" shall be the Money Market Yield on such Commercial
Paper Rate Determination Date of the rate for commercial paper of the specified
Index Maturity as published by the Federal Reserve Bank of New York in its
daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or any successor publication of the Federal Reserve Bank of New
York ("Composite Quotations") under the heading "Commercial Paper" (with an
Index Maturity of one month or three months being deemed to be equivalent to an
Index Maturity of 30 days or 90 days, respectively). If by 3:00 p.m., New York
City time, on such Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the "Commercial Paper Rate" for such
Commercial Paper Rate Determination Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the offered
per annum rates (quoted on a bank discount basis), as of 11:00 a.m., New York
City time, on such Commercial Paper Rate Determination Date, of three leading
dealers of commercial paper in The City of New York (any of which may be an
Agent or an affiliate of an Agent) selected by the Calculation Agent for
commercial paper of the specified Index Maturity placed for an industrial
issuer whose 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 "Commercial Paper Rate" for such Commercial Paper Rate
Determination Date will be the same as the Commercial Paper Rate in effect on
such Commercial Paper Rate Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage rounded
upwards to the nearest one hundred-thousandth of a percentage point) calculated
in accordance with the following formula:
D x 360
Money Market Yield = --------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of LIBOR. If a Base Rate for this Note is LIBOR, as
indicated above, LIBOR will be determined on the applicable Interest
Determination Date (a "LIBOR Determination Date"), and will be, either: (a) if
"LIBOR Reuters" is specified above, the arithmetic mean of the offered rates
(unless the specified Designated LIBOR Page (as defined below) by its terms
provides only for a single rate, in which case such single rate shall be used)
for deposits in the Index Currency (as defined below) having the Index Maturity
designated above, commencing on the second London Business Day immediately
following that LIBOR Determination Date, that appear on the Designated LIBOR
Page specified above as of 11:00 A.M., London time, on that LIBOR Determination
Date, if at least two such offered rates appear (unless, as aforesaid, only a
single rate is required) on such Designated LIBOR Page, or (b) if "LIBOR
Telerate" is specified above, the rate for deposits in the Index Currency
having the Index Maturity designated above commencing on the second London
Business Day immediately following that LIBOR Determination Date that appears
on the Designated LIBOR Page specified above as of 11:00 A.M., London time, on
that LIBOR Determination Date. If fewer than two offered rates appear, or no
rate appears, as applicable, LIBOR in respect of the related LIBOR
Determination Date will be determined as if the parties had specified the rate
described in the immediately succeeding paragraph.
With respect to a LIBOR Determination Date on which fewer than two offered
rates appear, or no rate appears, as the case may be, on the applicable
Designated LIBOR Page as specified in the immediately preceding paragraph, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in the Index Currency for the period of the Index Maturity
designated above, commencing on the second London Business Day immediately
following such LIBOR Determination Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such LIBOR Determination
Date and in a principal amount that is representative for a single transaction
in such Index Currency in such market at such time. If at least two such
quotations are provided, LIBOR determined on such LIBOR Determination Date will
be the arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR determined on such LIBOR Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., London time
(or such other time specified above), in the applicable Principal Financial
Center (as defined below), on such LIBOR Determination Date by three major
banks in such Principal Financial Center selected by the Calculation Agent for
loans in the Index Currency to leading European banks, having the Index
Maturity designated above and in a principal amount that is representative for
a single transaction in such Index Currency in such market at such time;
provided, however, that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined on such LIBOR
Determination Date will be LIBOR in effect on such LIBOR Determination Date.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the Index Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
above, the display on the Reuters Monitor Money Rates Service for the purpose
of displaying the London interbank rates of major banks for the applicable
Index Currency, or (b) if "LIBOR Telerate" is designated above, the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency. If neither
LIBOR Reuters nor LIBOR Telerate is specified above, LIBOR for the applicable
Index Currency will be determined as if LIBOR Telerate (and, if the U.S. dollar
is the Index Currency, LIBO Page) had been specified.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to U.S.
dollars and ECUs, the Principal Financial Center shall be The City of New York
and Luxembourg, respectively.
Determination of Treasury Rate. If a Base Rate for this Note is the
Treasury Rate, as indicated above, the Treasury Rate shall be determined on the
applicable Interest Determination Date (a "Treasury Rate Determination Date")
as the rate applicable to the most recent auction of direct obligations of the
United States ("Treasury bills") having the Index Maturity specified above, as
such rate shall be published in H.15(519) under the heading "U.S. Government
Securities--Treasury bills--auction average (investment)" or, in the event that
such rate is not so published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Treasury Rate Determination Date, the
auction average rate (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) on such Treasury
Rate Determination Date 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 specified Index Maturity are not 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" for such
Interest Reset Period shall be calculated by the Calculation Agent and shall be
the yield to maturity (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30 p.m., New York
City time, on such Treasury Rate Determination Date, of three leading primary
United States government securities dealers (any of which may be an Agent or an
affiliate of an Agent) selected by the Calculation Agent, for the issue of
Treasury bills with a remaining maturity closest to the specified Index
Maturity; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting bid rates as mentioned in this sentence, the
"Treasury Rate" with respect to such Treasury Rate Determination Date will be
the Treasury Rate in effect on such Treasury Rate Determination Date.
Determination of CD Rate. If a Base Rate for the Note is the CD Rate, as
indicated above, the CD Rate shall be determined on the applicable Interest
Determination Date (a "CD Rate Determination Date") as the rate on such CD Rate
Determination Date for negotiable certificates of deposit having the Index
Maturity specified above, as such rate shall be published in H.15(519) under
the heading "CDs (Secondary Market)." In the event that such rate is not so
published prior to 3:00 p.m., New York City time, on the Calculation Date
pertaining to such CD Rate Determination Date, then the "CD Rate" on such CD
Rate Interest Determination Date shall be the rate on such CD Rate
Determination Date for negotiable certificates of deposit of the specified
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit". If, by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or
Composite Quotations, then the "CD Rate" for such Interest Reset Period shall
be calculated by the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 a.m., New York City time, on such CD
Rate Determination Date, of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York (any of which may be an
Agent or an affiliate of an Agent) selected by the Calculation Agent for
negotiable certificates of deposit of major United States money market banks of
the highest credit standing (in the market for negotiable certificates of
deposit) with a remaining maturity closest to the Index Maturity specified
above in an amount that is representative for a single transaction in that
market at that time, provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate with respect to such CD Rate Determination Date will be
the CD Rate in effect on such CD Rate Determination Date.
Determination of Federal Funds Rate. If a Base Rate for this Note is the
Federal Funds Rate, as indicated above, the Federal Funds Rate shall be
determined on the applicable Interest Determination Date (a "Federal Funds Rate
Determination Date") as the rate on such Federal Funds Rate Determination Date
for Federal Funds as such rate shall be published in H.15(519) under the
heading "Federal Funds (Effective)". In the event that such rate is not so
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Rate Determination Date, then the "Federal
Funds Rate" for such Interest Reset Period shall be the rate on such Federal
Funds Rate Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate". If, by 3:00 P.M., New York City time,
on such Calculation Date, such rate is not yet published in either H.15(519) or
Composite Quotations, then the "Federal Funds Rate" for such Federal Funds
Determination Date will be calculated by the Calculation Agent and shall be the
arithmetic mean of the rates for the last transaction in overnight United
States Dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent prior to
9:00 A.M., New York City time, on such Federal Funds Rate Determination Date;
provided, however, that if the brokers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate for
such Interest Reset Period will be the same as the Federal Funds Rate with
respect to such Federal Funds Rate Determination Date will be the Federal Funds
Rate in effect on such Federal Funds Rate Determination Date.
Determination of Prime Rate. If a Base Rate for this Note is the Prime
Rate, as indicated above, the Prime Rate shall be determined on the applicable
Interest Determination Date (a "Prime Rate Determination Date") as the rate on
such date as such rate is published in H.15(519) under the heading "Bank Prime
Loan." If such rate is not published prior to 9:00 a.m., New York City time, on
the Calculation Date, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen NYMF Page (as defined below) as such bank's prime rate or base lending
rate as in effect for that Prime Rate Determination Date. If fewer than four
such rates but more than one such rate appear on the Reuters Screen NYMF Page
for such Prime Rate Determination Date, the Prime Rate shall be the arithmetic
mean of the prime rates quoted on the basis of the actual number of days in the
year divided by a 360-day year as of the close of business on such Prime Rate
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent. If fewer than two such rates appear on the
Reuters Screen NYMF Page, the Prime Rate will be determined by the Calculation
Agent on the basis of the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having
total equity capital of at least 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 are not quoting as mentioned in
this sentence, the Prime Rate for such Prime Rate Determination Date will be
the Prime Rate as determined based on the last such rate published in
H.15(519). "Reuters Screen NYMF Page" means the display designated as page
"NYMF" on the Reuters Monitor Money Rates Service (or such other page as may
replace the NYMF page on that service for the purpose of displaying prime rates
or base lending rates of major United States banks).
Any provision contained herein with respect to the determination of a Base
Rate, the specification of Base Rate, calculation of the Interest Rate
applicable to this Note, its payment dates or any other matter relating hereto
may be modified as specified in an Addendum relating hereto if so specified
above.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.
At the request of the Holder hereof, the Calculation Agent shall provide
to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which shall become effective as of the next
Interest Reset Date.
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of this Note (or, if this Note is an
Original Issue Discount Security, an amount of principal hereof determined in
accordance with the provisions of this Note set out in the next paragraph (the
"Amortized Face Amount")) may be declared due and payable in the manner and
with the effect provided in the Indenture.
If this Note is an Original Issue Discount Security and if an Event of
Default with respect to Notes of this series shall have occurred and be
continuing, the Amortized Face Amount of principal of this security may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such Amortized Face Amount shall be equal to the sum of (i) the
aggregate principal amount of this Note multiplied by the Issue Price plus (ii)
the portion of the difference between the Issue Price and the principal amount
of this Note that has accrued at the Yield to Maturity (computed in accordance
with generally accepted United States bond yield computation principles) to
such date of declaration, but in no event shall the Amortized Face Amount of
this Note exceed its principal amount. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Issuer's obligations in
respect of the payment of the principal of and interest, if any, on this Note
shall terminate.
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 thereby 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 Outstanding
Securities of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.
Holders of Notes may not enforce their rights pursuant to the Indenture or
the Notes except as provided in the Indenture. No reference herein to the
Indenture and no provision hereof or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal hereof and interest hereon at the times, place and rates, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth (including, in the case of any Global Security, certain additional
limitations) and as may be set forth herein, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in any
place where the principal of (and premium, if any) and interest on this Note
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series of like tenor, of Authorized
Denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 (or such other amount as may be specified herein) and
integral multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same.
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 Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to instruments and
agreements made and to be performed wholly within such jurisdiction.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent, by manual signature of an
authorized signatory, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
Dated: CHRYSLER FINANCIAL CORPORATION
[CORPORATE SEAL] By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities issued
under the within-mentioned Indenture.
CHEMICAL BANK
as Authenticating Agent for the Trustee
By: ______________________________________
Authorized Officer
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at ________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 (or such other
amount as may be specified herein)) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be increments of $1,000
(or such other amount as may be specified herein)) of the Notes to be issued to
the Holder for the portion of this Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion not being
repaid).
$______________________ ________________________________________________
NOTICE: The signature on this Option
Date___________________ to Elect Repayment must correspond with
the name as written upon the face of this
Note in every particular, without alteration
or enlargement or any change whatever.
<PAGE>
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)___________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________________________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated: _______________ _______________________________________________
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
<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
UNIF GIFT MIN ACT--................ Custodian .....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
................................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
Exhibit 4-O
[FORM OF MULTI-CURRENCY FIXED RATE GLOBAL MEDIUM-TERM NOTE]
REGISTERED REGISTERED
No. MCFX-
CUSIP No.
CHRYSLER FINANCIAL CORPORATION
MEDIUM-TERM NOTE
(Multi-Currency Fixed Rate)
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (the "Depositary"), to the
Company or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive form, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH
BELOW:
PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATES: REGULAR RECORD DATES:
[ ] March 15 and [ ] March 1 and September 1
September 15
[ ] Other: [ ] Other:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT REPAYMENT PRICE: SPECIFIED CURRENCY:
DATE(S):
ADDENDUM ATTACHED: AUTHORIZED
[ ] Yes DENOMINATIONS:
[ ] No
CONVERSION INTO U.S. DOLLARS:
PRESUMPTION YES [ ] PRESUMPTION NO [ ] NO [ ]
OTHER PROVISIONS:
<PAGE>
[If this Note will be issued with "original issue discount" for purposes
of Section 1273 of the Internal Revenue Code of 1986, as amended, the following
shall be completed.]
ORIGINAL ISSUE DISCOUNT TOTAL AMOUNT OF ISSUE PRICE
SECURITY: OID: (expressed as a
percentage of
aggregate principal
amount):
[ ] Yes [ ] No.
YIELD TO MATURITY: SHORT ACCRUAL PERIOD METHOD USED TO
OID: DETERMINE YIELD FOR
SHORT ACCRUAL PERIOD:
[ ] Approximate
[ ] Exact
CHRYSLER FINANCIAL CORPORATION, a Michigan corporation (herein called the
"Company", which term include any successor corporation under the Indenture
hereinafter referred to below), for value received, hereby promises to pay to
Cede & Co., as nominee for The Depository Trust Company, or registered assigns,
the principal amount stated above on the Stated Maturity Date specified above
(except to the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof", "herein" and comparable terms shall
include an Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular Record
Date (as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date. Except as provided above, interest payments will be made
on the Interest Payment Dates shown above. Unless otherwise specified above,
the "Regular Record Date" shall be the date 15 calendar days (whether or not a
Business Day (as defined below)) prior to the applicable Interest Payment Date.
Interest on this Note will accrue from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid, from the Original Issue Date specified above, to, but
excluding such Interest Payment Date. If the Maturity or an Interest Payment
Date falls on a day which is not a Business Day as defined below, the payment
due on such Maturity or Interest Payment Date will be paid on the next
succeeding Business Day with the same force and effect as if made on such
Maturity or Interest Payment Date, as the case may be, and no interest shall
accrue with respect to such payment for the period from and after such Maturity
or Interest Payment Date. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
immediately preceding such Interest Payment Date; provided, however, that in
the case of a Note issued between a Regular Record Date and the related
Interest Payment Date, interest for the period beginning on the Original Issue
Date for such Note and ending on such Interest Payment Date shall be paid on
the first succeeding Interest Payment Date to the registered Holder of such
Note on the related Regular Record Date; and provided, further, that interest
payable at Maturity will be payable to the Person to whom principal shall be
payable. Any such interest which is payable, but not punctually paid or duly
provided for on any Interest Payment Date (herein called "Defaulted Interest"),
shall forthwith cease to be payable to the registered Holder on such Regular
Record Date, and may be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, notice whereof
shall be given to the Holder of this Note not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner, all
as more fully provided in the Indenture.
Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at Maturity will be
made available on such date to Chemical Bank as issuing and paying agent for
the Notes (the "Paying Agent", which term includes any successor Paying Agent
with respect to the Notes). The Paying Agent will thereupon pay such funds to
the Depositary or its nominee in accordance with the Letter of Representations,
dated December __, 1994, among the Company, the Paying Agent, as issuing agent
and paying agent, and the Depositary.
All payments on this Note on any Interest Payment Date or Maturity will be
made in the Specified Currency set forth above, except as otherwise hereinafter
provided.
This Note is one of a duly authorized series of debt securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series N (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of February 15, 1988, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and Manufacturers Hanover Trust Company, which has been succeeded by
United States Trust Company of New York as trustee (herein called the
"Trustee", which term includes any successor Trustee with respect to the Notes,
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitation of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise.
The Notes will rank pari passu in right of payment with all existing and
future unsecured and unsubordinated indebtedness of the Company.
Except as otherwise provided in the Indenture, the Notes will be issued in
global form only registered in the name of the Depositary or its nominee. The
Notes will not be issued in definitive form, except as otherwise provided in
the Indenture, and ownership of the Notes shall be maintained in book entry
form by the Depositary for the accounts of participating organizations of the
Depositary.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any date
on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed prior
to the Stated Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or from time to time in part in
increments of 1,000 units of the Specified Currency (provided that any
remaining principal hereof shall be at least 100,000 units of the Specified
Currency) at the option of the Company at the applicable Redemption Price (as
defined below), together with accrued interest hereon at the applicable rate
payable to the date of redemption (each such date, a "Redemption Date"), on
written notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially
be the Initial Redemption Percentage, specified above, of the principal amount
of this Note to be redeemed and shall decline at each anniversary of the
Initial Redemption Date, shown above, by the Annual Redemption Percentage
Reduction, if any, specified above hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder on any
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note may not be so repaid at the option of
the Holder hereof prior to the Stated Maturity Date. On any Optional Repayment
Date, this Note shall be repayable in whole or in part in increments of 1,000
units of the Specified Currency (provided that any remaining principal hereof
shall be at least 100,000 units of the Specified Currency) at the option of the
Holder hereof at a Repayment Price, unless otherwise specified above, equal to
100% of the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in whole or in
part at the option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed, by the Trustee
at its Corporate Trust Office, or such address which the Company shall from
time to time notify the Holders of the Notes, not more than 60 nor less than 30
days prior to the related Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable.
Interest payments on this Note shall include interest accrued from, and
including, the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to, but excluding, the
related Interest Payment Date or Maturity, as the case may be. Unless otherwise
specified herein, accrued interest hereon will be calculated on the basis of a
360-day year of twelve 30-day months.
Any provision contained herein with respect to the calculation of the rate
of interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified above.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of this Note (or, if this Note is an Original Issue
Discount Security, an amount of principal hereof determined in accordance with
the provisions of this Note set out in the next paragraph (the "Amortized Face
Amount")) may be declared due and payable in the manner and with the effect
provided in the Indenture.
If this Note is an Original Issue Discount Security and if an Event of
Default with respect to Notes of this series shall have occurred and be
continuing, the Amortized Face Amount of principal of this Note may be declared
due and payable in the manner and with the effect provided in the Indenture.
Such Amortized Face Amount shall be equal to the sum of (i) the aggregate
principal amount of this Note multiplied by the Issue Price plus (ii) the
portion of the difference between the Issue Price and the principal amount of
this Note that has accrued at the Yield to Maturity (computed in accordance
with generally accepted United States bond yield computation principles) to
such date of declaration, but in no event shall the Amortized Face Amount of
this Note exceed its principal amount. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Issuer's obligations in
respect of the payment of the principal of and interest, if any, on this Note
shall terminate.
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 thereby 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 Outstanding
Securities of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.
If the box marked "Presumption Yes" following the term "Conversion into
U.S. Dollars" set forth above has been checked, the Company or its agent will
convert all payments of the principal of, premium, if any, and interest on this
Note to U.S. dollars unless the Holder hereof elects to receive such payments
in the Specified Currency as described below. If the box marked "Presumption
No" following the term "Conversion into U.S. Dollars" set forth above has been
checked, the Holder of this Note will receive all payments of the principal of,
premium, if any, and interest on this Note in the Specified Currency unless the
Holder of this Note elects to receive such payments in U.S. dollars as
described below.
Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for making
payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Company will be entitled to satisfy its obligations to the Holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is
not available on such date, as of the most recent practicable date. Any payment
made under such circumstances in U.S. dollars where the required payment is in
a Specified Currency other than U.S. dollars will not constitute an Event of
Default.
Except as otherwise provided herein, if either the box marked "Presumption
Yes" or the box marked "Presumption No" is marked above, the Holder hereof may
subsequent to the issuance hereof request that future payments of principal,
premium, if any, and interest hereon, be converted or not be converted, as the
case may be, to U.S. dollars by transmitting a written request for such
payments to the Trustee at its Corporate Trust Office in The City of New York
on or prior to the Regular Record Date or not less than 15 days prior to
Maturity. Such request shall include appropriate payment instructions and shall
be in writing (mailed or hand delivered) or by facsimile transmission. The
Holder of this Note may elect to receive all future payments of principal,
premium, if any, and interest in either the Specified Currency set forth above
or in U.S. dollars, as specified in the written request, and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the Regular Record
Date not less than 15 days prior to Maturity. If the Holder hereof has not made
the election described above, payment in respect of this Note shall be made in
U.S. dollars based upon the Market Exchange Rate as described above.
If the box marked "No" following the term "Conversion into U.S. Dollars"
set forth above has been checked, the Holder hereof will receive all payments
of the principal of, and premium, if any, and interest on this Note only in the
Specified Currency subject to the provisions set forth below, and the Holder
hereof may not subsequent to the issuance hereof request that future payments
of principal hereof, and premium, if any, and interest hereon, be converted to
U.S. dollars.
If payment in respect of this Note is required to be made in European
Currency Units ("ECU") and ECUs are not available to the Company for making
payments thereof on this Note due to the imposition of exchange controls or
other circumstances beyond the Company's control or are no longer used in the
European Monetary System, then all payments in respect of this Note shall be
made in U.S. dollars until ECUs are again available or so used. The amount of
each payment in U.S. dollars shall be computed on the basis of the equivalent
of the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the currency
amounts that were components of the ECU as of the last date on which the ECU
was used in the European Monetary System. The equivalent of the ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the Components shall be
determined by the Company or such agent on the basis of the most recently
available Market Exchange Rates for such Components.
If the official unit of any Component is altered by way of combination or
subdivision, the number of units of that currency as Component shall be divided
or multiplied in the same proportion. If two or more Components 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 is divided into two or more currencies, the
amount of the original component currency shall be replaced by the amounts of
such two or more currencies, each of which shall be equal to the amount of the
original component currency separated into the number of currencies into which
such original currency was divided.
All determination referred to above made by the Company or its agent shall
be at its sole discretion and shall, in the absence of manifest error be
conclusive for all purposes and binding on Holders of Notes.
In order for the Holder of this Note (who, either by the terms of this
Note or pursuant to an election of the Holder hereof, shall have the right to
receive wire transfer payments) to receive payments of interest, premium, if
any, and principal in the Specified Currency by wire transfer, the Holder of
this Note must designate an appropriate account with a bank located in the
country of the Specified Currency shown above that has appropriate facilities
thereof. Such designation shall be made by filing the appropriate information
with the Trustee at its Corporate Trust Office in The City of New York on or
prior to the Regular Record Date or not less than 15 days prior to Maturity.
The Trustee will, subject to applicable laws and regulations and until it
received notice to the contrary, make such payment and all succeeding payments
to the Holder of this Note by wire transfer to the designated account,
provided, that the bank has the appropriate facilities therefor. If a payment
cannot be made by wire transfer because the required information has not been
received by the Trustee on or before the requisite date, payment will be made
by check in U.S. dollars mailed to the Holder of this Note at such address as
shall appear in the Security Register.
The Holder of this Note shall pay any administrative costs imposed by
banks in connection with making payments by wire transfer, as well as any tax,
assessment or governmental charge imposed upon payments hereon.
Holders of Notes may not enforce their rights pursuant to the Indenture or
the Notes except as provided in the Indenture. No reference herein to the
Indenture and no provision hereof or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal hereof and interest hereon at the times, place and rates, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth (including, in the case of any Global Security, certain additional
limitations) and as may be set forth herein, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in any
place where the principal of (and premium, if any) and interest on this Note
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series of like tenor, of Authorized
Denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 (or such other amount as may be specified herein) and
integral multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same.
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 Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to instruments and
agreements made and to be performed wholly within such jurisdiction.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent, by manual signature of an
authorized signatory, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
As used herein:
the term "Business Day" means any day that is not a Saturday or
Sunday, and that is not a day on which banking institutions are generally
authorized or obligated by law to close in The City of New York or the
city which is the Principal Financial Center of the country of the
Specified Currency and, if the Specified Currency is ECU, that is not a
day designated as an ECU Non-Settlement Day by the ECU Banking Association
in Paris or otherwise generally regarded in the ECU interbank market as a
day on which payments in ECUs shall not be made;
the term "Market Exchange Rate" means the noon U.S. dollar buying
rate in The City of New York for cable transfers as certified for customs
purposes by the Federal Reserve Bank of New York; provided, however, in
the case of ECUs, the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or any successor
thereto) as published in the Official Journal of the European Communities,
or any successor publication; and
the term "Principal Financial Center" shall be the city indicated as
follows:
<TABLE>
<CAPTION>
Principal Financial
Specified Currency Center
------------------ -------------------
<S> <C>
U.S. dollars New York City
Australian dollars Sydney
Canadian dollars Toronto
European Currency Units Brussels
French francs Paris
Deutsche marks Frankfurt
Italian lire Milan
Dutch guilders Amsterdam
New Zealand dollars Wellington
Swiss francs Geneva
British Pound Sterling London
Japanese Yen Tokyo
</TABLE>
With respect to all other foreign currencies, the "Principal Financial
Center" shall be the capital city of the country of such Specified
Currency.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
Dated: CHRYSLER FINANCIAL CORPORATION
[CORPORATE SEAL] By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities issued
under the within-mentioned Indenture.
CHEMICAL BANK
as Authenticating Agent for the Trustee
By: ______________________________________
Authorized Officer
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at ________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 (or such other
amount as may be specified herein)) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be increments of $1,000
(or such other amount as may be specified herein)) of the Notes to be issued to
the Holder for the portion of this Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion not being
repaid).
$______________________ ________________________________________________
NOTICE: The signature on this Option
Date___________________ to Elect Repayment must correspond with
the name as written upon the face of this
Note in every particular, without alteration
or enlargement or any change whatever.
<PAGE>
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)___________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________________________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated: _______________ _______________________________________________
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
<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
UNIF GIFT MIN ACT--................ Custodian .....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
................................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
Exhibit 4-P
[FORM OF MULTI-CURRENCY FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
REGISTERED REGISTERED
No. MCFLR-
CUSIP
CHRYSLER FINANCIAL CORPORATION
MEDIUM-TERM NOTE
(Multi-Currency Floating Rate)
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation (the "Depositary"), to the
Company or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.
This Note is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. Unless and until it is exchanged in whole or in part
for Notes in definitive form, this Note may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH
BELOW:
PRINCIPAL AMOUNT:
BASE RATE OR ORIGINAL ISSUE DATE: STATED MATURITY DATE:
BASE RATES:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD (plus or minus): INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
REPAYMENT PRICE: CALCULATION AGENT: IF BASE RATE IS LIBOR:
INDEX CURRENCY:__________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: _______
[ ] Telerate Page:_______
SPECIFIED CURRENCY: AUTHORIZED DENOMINATIONS:
CONVERSION INTO U.S. DOLLARS:
PRESUMPTION YES [ ] PRESUMPTION NO [ ] NO [ ]
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER PROVISIONS:
<PAGE>
[If this Note will be issued with "original issue discount" for purposes
of Section 1273 of the Internal Revenue Code of 1986, as amended, the following
shall be completed.]
ORIGINAL ISSUE TOTAL AMOUNT OF OID: ISSUE PRICE
DISCOUNT SECURITY: (expressed as a
percentage of aggregate
principal amount):
[ ] Yes [ ] No
YIELD TO MATURITY: SHORT ACCRUAL PERIOD METHOD USED TO
OID: DETERMINE YIELD FOR
SHORT ACCRUAL PERIOD:
[ ] Approximate
[ ] Exact
CHRYSLER FINANCIAL CORPORATION, a Michigan corporation (the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., as
nominee for The Depository Trust Company, or registered assigns, the principal
amount stated above on the Stated Maturity Date specified above (except to the
extent redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon, at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above and
thereafter at a rate per annum determined in accordance with the provisions
hereof and any Addendum relating hereto depending upon the Base Rate or Rates,
if any, and such other terms specified above, until the principal hereof is
paid or duly made available for payment. Reference herein to "this Note",
"hereof", "herein" and comparable terms shall include an Addendum hereto if an
Addendum is specified above.
Interest on this Note will accrue from and including the Original Issue
Date specified above, at the rates determined from time to time as specified
herein, until the principal hereof has been paid or made available for payment.
The Company will pay interest monthly, quarterly, semi-annually, annually or
such other period as specified above under "Interest Payment Period", on each
Interest Payment Date specified above, commencing on the first Interest Payment
Date specified above next succeeding the Original Issue Date specified above,
and on the Stated Maturity Date or any Redemption Date or Optional Repayment
Date (as defined below) (the date of each such Stated Maturity Date, Redemption
Date and Optional Repayment Date and the date on which principal or an
installment of principal is due and payable by declaration of acceleration
pursuant to the Indenture being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however, that if the
Original Issue Date is between a Regular Record Date (as defined below) and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Original Issue Date; and provided
further, that if an Interest Payment Date (other than an Interest Payment Date
at Maturity) would fall on a day that is not a Business Day (as defined below),
such Interest Payment Date shall be postponed to the first succeeding Business
Day, except that in the case the Base Rate is LIBOR, as indicated above, if
such next Business Day falls in the next calendar month, such Interest Payment
Date shall be the immediately preceding day that is a Business Day. Except as
provided above, interest payments will be made on the Interest Payment Dates
shown above. Unless otherwise specified above, the "Regular Record Date" shall
be the date 15 calendar days (whether or not a Business Day) prior to the
applicable Interest Payment Date. If the Maturity falls on a day which is not a
Business Day as defined below, the payment due on such Maturity will be paid on
the next succeeding Business Day with the same force and effect as if made on
such Maturity and no interest shall accrue with respect to such payment for the
period from and after such Maturity. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date will as provided in the
Indenture be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such Interest Payment Date; provided, however, that in the case
of a Note issued between a Regular Record Date and the related Interest Payment
Date, interest for the period beginning on the Original Issue Date for such
Note and ending on such Interest Payment Date shall be paid on the first
succeeding Interest Payment Date to the registered Holder of such Note on the
related Regular Record Date; and provided, further, that interest payable at
Maturity will be payable to the Person to whom principal shall be payable. Any
such interest which is payable, but not punctually paid or duly provided for on
any Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest notice whereof shall be given to the
Holder of this Note not less than 10 days prior to such Special Record Date, or
may be paid at any time in any other lawful manner, all as more fully provided
in the Indenture.
Funds for the payment of the principal of (and premium, if any) and
interest on this Note due on any Interest Payment Date or at Maturity will be
made available on such date to Chemical Bank as issuing and paying agent for
the Notes (the "Paying Agent", which term includes any successor Paying Agent
with respect to the Notes). The Paying Agent will thereupon pay such funds to
the Depositary or its nominee in accordance with the Letter of Representations,
dated December __, 1994 among the Company, the Paying Agent, as issuing agent
and paying agent, and the Depositary.
All payments on this Note on any Interest Payment Date or Maturity will be
made in the Specified Currency set forth above, except as otherwise hereinafter
provided.
This Note is one of a duly authorized series of debt securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series N (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of February 15, 1988, as amended or
supplemented from time to time (herein called the "Indenture"), between the
Company and Manufacturers Hanover Trust Company, which has been succeeded by
United States Trust Company of New York as Trustee (herein called the
"Trustee", which term includes any successor Trustee with respect to the Notes
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Notes and the terms upon which the Notes are to be authenticated and
delivered. The terms of individual Notes may vary with respect to interest
rates or interest rate formulas, issue dates, maturity, redemption, repayment,
currency of payment and otherwise.
The Notes will rank pari passu in right of payment with all existing and
future unsecured and unsubordinated indebtedness of the Company.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any date
on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed prior
to the Stated Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or from time to time in part in
increments of 1,000 units of the Specified Currency (provided that any
remaining principal hereof shall be at least 100,000 units of the Specified
Currency) at the option of the Company at the applicable Redemption Price (as
defined below) together with accrued interest hereon at the applicable rate
payable to the date of redemption (each such date, a "Redemption Date"), on
written notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially
be the Initial Redemption Percentage, specified above, of the principal amount
of this Note to be redeemed and shall decline at each anniversary of the
Initial Redemption Date, shown above, by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder on any
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note may not be so repaid at the option of
the Holder hereof prior to the Stated Maturity Date. On any Optional Repayment
Date, this Note shall be repayable in whole or in part in increments of 1,000
units of the Specified Currency (provided that any remaining principal hereof
shall be at least 100,000 units of the Specified Currency) at the option of the
Holder hereof at a Repayment Price, unless otherwise specified above, equal to
100% of the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in whole or in
part at the option of the Holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed, by the Trustee
at its Corporate Trust Office, or such address which the Company shall from
time to time notify the Holders of the Notes, not more than 60 nor less than 30
days prior to the related Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable.
Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date (as defined below), the rate of interest on this
Security shall be the rate determined by reference to the Base Rate specified
above or two or more Base Rates, in either case (i) plus or minus the Spread,
if any, and/or (ii) multiplied by the Spread Multiplier, if any, as specified
above. The Base Rate shall be determined in accordance with the provisions of
the applicable heading below.
Except as provided above, the interest rate in effect on each day shall be
(a) if such day is an Interest Reset Date, the interest rate determined on the
Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined on the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. The interest rate on this
Note will be reset daily, weekly, monthly, quarterly, semiannually or annually
(such period being the "Interest Reset Period", and the first day of each
Interest Reset Period being an "Interest Reset Date") as specified above.
Unless otherwise specified above, the Interest Reset Date will be, if this Note
resets daily, each Business Day; if this Note (other than if this Note is a
Treasury Rate Note) resets weekly, Wednesday of each week; if this Note is a
Treasury Rate Note that resets weekly, Tuesday of each week (except as provided
below); if this Note resets monthly, the third Wednesday of each month; if this
Note resets quarterly, the third Wednesday of March, June, September and
December of each year; if this Note resets semiannually, the third Wednesday of
the two months specified above; and, if this Note resets annually, the third
Wednesday of the month specified above; provided, however, that, unless
otherwise specified above, the interest rate in effect from the Original
Issue Date to but excluding the first Interest Reset Date with respect to
such this Note will be the Initial Interest Rate (set forth above). If any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the first
succeeding Business Day, except that if a Base Rate specified on the face
hereof is LIBOR and such next Business Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day.
Unless otherwise specified above, interest payable on this Note on any
Interest Payment Date shall be the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of which interest
has been paid (or from and including the Original Issue Date specified above,
if no interest has been paid), to but excluding the applicable Interest Payment
Date or Maturity; provided, however, that the interest payments on Maturity
will include interest accrued to but excluding such Maturity. Unless otherwise
specified herein, accrued interest hereon will be calculated on the basis of
the actual number of days in the interest period divided by 360, with the
exception of Treasury Rate Notes on which interest will be calculated on the
basis of the actual number of days in the interest period divided by the actual
number of days in the year.
Unless otherwise specified above and except as provided below, interest
will be payable, if this Note resets daily, weekly, or monthly, on the third
Wednesday of each month; if this Note resets quarterly, on the third Wednesday
of March, June, September and December of each year; if this Note resets
semiannually, on the third Wednesday of the two months of each year specified
above; and, if this Note resets annually, on the third Wednesday of the month
of each year specified above and, in all such cases, as Maturity. If an
Interest Payment Date (other than an Interest Payment Date at Maturity) would
otherwise be a day that is not a Business Day, such Interest Payment Date shall
be postponed to the first succeeding Business Day, except that, if the Base
Rate specified on the face hereof is LIBOR, if such Business Day falls in the
next calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If the Maturity falls on a day that is not a Business
Day, the payment of principal, premium, if any, and interest will be made on
the next succeeding Business Day, and no interest on such payment shall accrue
for the period from and after such Maturity.
Unless otherwise specified above, the "Interest Determination Date" with
respect to the CD Rate, the Commercial Paper Rate, the Federal Funds Rate and
the Prime Rate will be the second Business Day preceding each Interest Reset
Date; the "Interest Determination Date" with respect to LIBOR shall be the
second London Business Day (as defined below) preceding each Interest Reset
Date; the "Interest Determination Date" with respect to the Treasury Rate will
be the day in the week in which the related Interest Reset Date falls on which
day Treasury bills (as defined below) normally would be 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);
provided, however, that if, as a result of a legal holiday, an auction is held
on the Friday of the week preceding the related Interest Reset Date, the
related Interest Determination Date shall be such preceding Friday; and
provided, further, that if an auction shall fall on any Interest Reset Date,
then the Interest Reset Date shall instead be the first Business Day following
such auction. If the interest rate of this Note is determined with reference to
two or more Base Rates, the Interest Determination Date pertaining to this Note
will be the first Business Day which is at least two Business Days prior to
such Interest Reset Date on which each Base Rate shall be determinable. Each
Base Rate shall be determined and compared on such date, and the applicable
interest rate shall take effect on the related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date" pertaining to any
Interest Determination Date will be the earlier of (i) the tenth calendar day
after such Interest Determination Date or, if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or date of Maturity, as the case may be. All
calculations on this Note shall be made by the Calculation Agent specified
above or such successor thereto as is duly appointed by the Company.
Unless otherwise specified above, all percentages resulting from any
calculation of the rate of interest on this Note will be rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point, with five one
millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655) and 9.876544% (or
.09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upward).
Determination of Commercial Paper Rate. If a Base Rate for this Note is
the Commercial Paper Rate, as indicated above, the Commercial Paper Rate shall
be determined on the applicable Interest Determination Date (a "Commercial
Paper Rate Determination Date") as the Money Market Yield (calculated as
described below) on such Commercial Paper Rate Determination Date of the rate
for commercial paper having the Index Maturity specified above, as such rate
shall be published by the Board of Governors of the Federal Reserve System in
H.15(519) under the heading "Commercial Paper". In the event that such rate is
not so published prior to 9:00 a.m., New York City time, on the Calculation
Date pertaining to such Commercial Paper Rate Determination Date, then the
"Commercial Paper Rate" shall be the Money Market Yield on such Commercial
Paper Rate Determination Date of the rate for commercial paper of the specified
Index Maturity as published by the Federal Reserve Bank of New York in its
daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or any successor publication of the Federal Reserve Bank of New
York ("Composite Quotations") under the heading "Commercial Paper" (with an
Index Maturity of one month or three months being deemed to be equivalent to an
Index Maturity of 30 days or 90 days, respectively). If by 3:00 p.m., New York
City time, on such Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the "Commercial Paper Rate" for such
Commercial Paper Rate Determination Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the offered
per annum rates (quoted on a bank discount basis), as of 11:00 a.m., New York
City time, on such Commercial Paper Rate Determination Date, of three leading
dealers of commercial paper in The City of New York (any of which may be an
Agent or an affiliate of an Agent) selected by the Calculation Agent for
commercial paper of the specified Index Maturity placed for an industrial
issuer whose 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 "Commercial Paper Rate" for such Commercial Paper Rate
Determination Date will be the same as the Commercial Paper Rate in effect on
such Commercial Paper Rate Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage rounded
upwards to the nearest one hundred-thousandth of a percentage point) calculated
in accordance with the following formula:
D x 360
Money Market Yield = ------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of LIBOR. If a Base Rate for this Note is LIBOR, as
indicated above, LIBOR will be determined on the applicable Interest
Determination Date (a "LIBOR Determination Date"), and will be, either: (a) if
"LIBOR Reuters" is specified above, the arithmetic mean of the offered rates
(unless the specified Designated LIBOR Page (as defined below) by its terms
provides only for a single rate, in which case such single rate shall be used)
for deposits in the Index Currency having the Index Maturity designated above,
commencing on the second London Business Day immediately following that LIBOR
Determination Date, that appear on the Designated LIBOR Page specified above as
of 11:00 A.M., London time, on that LIBOR Determination Date, if at least two
such offered rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is
specified above, the rate for deposits in the Index Currency having the Index
Maturity designated above commencing on the second London Business Day
immediately following that LIBOR Determination Date that appears on the
Designated LIBOR Page specified above as of 11:00 A.M., London time, on that
LIBOR Determination Date. If fewer than two offered rates appear, or no rate
appears, as applicable, LIBOR in respect of the related LIBOR Determination
Date will be determined as if the parties had specified the rate described in
the immediately succeeding paragraph.
With respect to a LIBOR Determination Date on which fewer than two offered
rates appear, or no rate appears, as the case may be, on the applicable
Designated LIBOR Page as specified in the immediately preceding paragraph, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotation
for deposits in the Index Currency for the period of the Index Maturity
designated above, commencing on the second London Business Day immediately
following such LIBOR Determination Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time on such LIBOR Determination
Date and in a principal amount that is representative for a single transaction
in such Index Currency in such market at such time. If at least two such
quotations are provided, LIBOR determined on such LIBOR Determination Date will
be the arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR determined on such LIBOR Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., London time,
(or such other time specified above), in the applicable Principal Financial
Center (as defined below), on such LIBOR Determination Date by three major
banks in such Principal Financial Center selected by the Calculation Agent for
loans in the Index Currency to leading European banks, having the Index
Maturity designated above and in a principal amount that is representative for
a single transaction in such Index Currency in such market at such time;
provided, however, that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined on such LIBOR
Determination Date will be LIBOR in effect on such LIBOR Determination Date.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the Index Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
above, the display on the Reuters Monitor Money Rates Service for the purpose
of displaying the London interbank rates of major banks for the applicable
Index Currency, or (b) if "LIBOR Telerate" is designated above, the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency. If neither
LIBOR Reuters nor LIBOR Telerate is specified above, LIBOR for the applicable
Index Currency will be determined as if LIBOR Telerate (and, if the U.S. dollar
is the Index Currency, LIBO Page) had been specified.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to U.S.
dollars and ECUs, the Principal Financial Center shall be The City of New York
and Luxembourg, respectively.
Determination of Treasury Rate. If a Base Rate for this Note is the
Treasury Rate, as indicated above, the Treasury Rate shall be determined on the
applicable Interest Determination Date (a "Treasury Rate Determination Date")
as the rate applicable to the most recent auction of direct obligations of the
United States ("Treasury bills") having the Index Maturity specified above, as
such rate shall be published in H.15(519) under the heading "U.S. Government
Securities--Treasury bills--auction average (investment)" or, in the event that
such rate is not so published by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Treasury Rate Determination Date, the
auction average rate (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) on such Treasury
Rate Determination Date 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 specified Index Maturity are not 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" for such
Interest Reset Period shall be calculated by the Calculation Agent and shall be
the yield to maturity (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30 p.m., New York
City time, on such Treasury Rate Determination Date, of three leading primary
United States government securities dealers (any of which may be an Agent or an
affiliate of an Agent) selected by the Calculation Agent, for the issue of
Treasury bills with a remaining maturity closest to the specified Index
Maturity; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting bid rates as mentioned in this sentence, the
"Treasury Rate" with respect to such Treasury Rate Determination Date will be
the Treasury Rate in effect on such Treasury Rate Determination Date.
Determination of CD Rate. If a Base Rate for the Note is the CD Rate, as
indicated above, the CD Rate shall be determined on the applicable Interest
Determination Date (a "CD Rate Determination Date") as the rate on such CD Rate
Determination Date for negotiable certificates of deposit having the Index
Maturity specified above, as such rate shall be published in H.15(519) under
the heading "CDs (Secondary Market)." In the event that such rate is not so
published prior to 3:00 p.m., New York City time, on the Calculation Date
pertaining to such CD Rate Determination Date, then the "CD Rate" on such CD
Rate Interest Determination Date shall be the rate on such CD Rate
Determination Date for negotiable certificates of deposit of the specified
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit". If, by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or
Composite Quotations, then the "CD Rate" for such Interest Reset Period shall
be calculated by the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 a.m., New York City time, on such CD
Rate Determination Date, of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York (any of which may be an
Agent or an affiliate of an Agent) selected by the Calculation Agent for
negotiable certificates of deposit of major United States money market banks of
the highest credit standing (in the market for negotiable certificates of
deposit) with a remaining maturity closest to the Index Maturity specified
above in an amount that is representative for a single transaction in that
market at that time, provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate with respect to such CD Rate Determination Date will be
the CD Rate in effect on such CD Rate Determination Date.
Determination of Federal Funds Rate. If a Base Rate for this Note is the
Federal Funds Rate, as indicated above, the Federal Funds Rate shall be
determined on the applicable Interest Determination Date (a "Federal Funds Rate
Determination Date") as the rate is such Federal Funds Rate Determination Date
for Federal Funds as such rate shall be published in H.15(519) under the
heading "Federal Funds (Effective)". In the event that such rate is not so
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Rate Determination Date, then the "Federal
Funds Rate" for such Interest Reset Period shall be the rate on such Federal
Funds Rate Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate". If, by 3:00 P.M., New York City time,
on such Calculation Date, such rate is not yet published in either H.15(519) or
Composite Quotations, then the "Federal Funds Rate" for such Federal Funds
Determination Date will be calculated by the Calculation Agent and shall be the
arithmetic mean of the rates for the last transaction in overnight United
States Dollar federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation Agent prior to
9:00 A.M., New York City time, on such Federal Funds Rate Determination Date;
provided, however, that if the brokers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate for
such Interest Reset Period will be the same as the Federal Funds Rate with
respect to such Federal Funds Rate Determination Date will be the Federal Funds
Rate in effect on such Federal Funds Rate Determination Date.
Determination of Prime Rate. If a Base Rate for this Note is the Prime
Rate, as indicated above, the Prime Rate shall be determined on the applicable
Interest Determination Date (a "Prime Rate Determination Date") as the rate on
such date as such rate is published in H.15(519) under the heading "Bank Prime
Loan". If such rate is not published prior to 9 a.m., New York City time, on
the Calculation Date, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen NYMF Page (as defined below) as such bank's prime rate or base lending
rate as in effect for that Prime Rate Determination Date. If fewer than four
such rates but more than one such rate appear on the Reuters Screen NYMF Page
for such Prime Rate Determination Date, the Prime Rate shall be the arithmetic
mean of the prime rates quoted on the basis of the actual number of days in the
year divided by a 360-day year as of the close of business on such Prime Rate
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent. If fewer than two such rates appear on the
Reuters Screen NYMF Page, the Prime Rate will be determined by the Calculation
Agent on the basis of the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having
total equity capital of at least 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 are not quoting as mentioned in
this sentence, the Prime Rate for such Prime Rate Determination Date will be
the Prime Rate as determined based on the last such rate published in
H.15(519). "Reuters Screen NYMF Page" means the display designated as page
"NYMF" on the Reuters Monitor Money Rates Service (or such other page as may
replace the NYMF page on that service for the purpose of displaying prime rates
or base lending rates of major United States banks).
Any provision contained herein with respect to the determination of a Base
Rate, the specification of Base Rate, calculation of the Interest Rate
applicable to this Note, its payment dates or any other matter relating hereto
may be modified as specified in an Addendum relating hereto if so specified
above.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.
At the request of the Holder hereof, the Calculation Agent shall provide
to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which shall become effective as of the next
Interest Reset Date.
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of this Note (or, if this Note is an
Original Issue Discount Security, an amount of principal hereof determined in
accordance with the provisions of this Note set out in the next paragraph (the
"Amortized Face Amount")) may be declared due and payable in the manner and
with the effect provided in the Indenture.
If this Note is an Original Issue Discount Security and if an Event of
Default with respect to Notes of this series shall have occurred and be
continuing, the Amortized Face Amount of principal of this security may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such Amortized Face Amount shall be equal to the sum of (i) the
aggregate principal amount of this Note multiplied by the Issue Price plus (ii)
the portion of the difference between the Issue Price and the principal amount
of this Note that has accrued at the Yield to Maturity (computed in accordance
with generally accepted United States bond yield computation principles) to
such date of declaration, but in no event shall the Amortized Face Amount of
this Note exceed its principal amount. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Issuer's obligations in
respect of the payment of the principal of and interest, if any, on this Note
shall terminate.
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 thereby 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 Outstanding
Securities of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.
If the box marked "Presumption Yes" following the term "Conversion into
U.S. Dollars" set forth above has been checked, the Company or its agent will
convert all payments of the principal of, premium, if any, and interest on this
Note to U.S. dollars unless the Holder hereof elects to receive such payments
in the Specified Currency as described below. If the box marked "Presumption
No" following the term "Conversion into U.S. Dollars" set forth above has been
checked, the Holder of this Note will receive all payments of the principal of,
premium, if any, and interest on this Note in the Specified Currency unless the
Holder of this Note elects to receive such payments in U.S. dollars as
described below.
Except as set forth below, if the principal of, principal, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Company for making
payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Company will be entitled to satisfy its obligations to the Holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is
not available on such date, as of the most recent practicable date. Any payment
made under such circumstances in U.S. dollars where the required payment is in
a Specified Currency other than U.S. dollars will not constitute an Event of
Default.
Except as otherwise provided herein, if either the box marked "Presumption
Yes" or the box marked "Presumption No" is marked above, the Holder hereof may
subsequent to the issuance hereof request that future payments of principal,
premium, if any, and interest hereon, be converted or not be converted, as the
case may be, to U.S. dollars by transmitting a written request for such
payments to the Trustee at its Corporate Trust Office in The City of New York
on or prior to the Regular Record Date or not less than 15 days prior to
Maturity. Such request shall include appropriate payment instructions and shall
be in writing (mailed or hand delivered) or by facsimile transmission. The
Holder of this Note may elect to receive all future payments of principal,
premium, if any, and interest in either the Specified Currency set forth above
or in U.S. dollars, as specified in the written request, and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the Regular Record
Date not less than 15 days prior to Maturity. If the Holder hereof has not made
the election described above, payment in respect of this Note shall be made in
U.S. dollars based upon the Market Exchange Rate as described above.
If the box marked "No" following the term "Conversion into U.S. Dollars"
set forth above has been checked, the Holder hereof will receive all payments
of the principal of, and premium, if any, and interest on this Note only in the
Specified Currency subject to the provisions set forth below, and the Holder
hereof may not subsequent to the issuance hereof request that future payments
of principal hereof, and premium, if any, and interest hereon, be converted to
U.S. dollars.
If payment in respect of this Note is required to be made in European
Currency Units ("ECU") and ECUs are not available to the Company for making
payments thereof on this Note due to the imposition of exchange controls or
other circumstances beyond the Company's control or are no longer used in the
European Monetary System, then all payments in respect of this Note shall be
made in U.S. dollars until ECUs are again available or so used. The amount of
each payment in U.S. dollars shall be computed on the basis of the equivalent
of the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the currency
amounts that were components of the ECU as of the last date on which the ECU
was used in the European Monetary System. The equivalent of the ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the Components shall be
determined by the Company or such agent on the basis of the most recently
available Market Exchange Rates for such Components.
If the official unit of any Component is altered by way of combination or
subdivision, the number of units of that currency as Component shall be divided
or multiplied in the same proportion. If two or more Components 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 is divided into two or more currencies, the
amount of the original component currency shall be replaced by the amounts of
such two or more currencies, each of which shall be equal to the amount of the
original component currency separated into the number of currencies into which
such original currency was divided.
All determination referred to above made by the Company or its agent shall
be at its sole discretion and shall, in the absence of manifest error be
conclusive for all purposes and binding on Holders of Notes.
In order for the Holder of this Note (who, either by the terms of this
Note or pursuant to an election of the Holder hereof, shall have the right to
receive wire transfer payments) to receive payments of interest, premium, if
any, and principal in the Specified Currency by wire transfer, the Holder of
this Note must designate an appropriate account with a bank located in the
country of the Specified Currency shown above that has appropriate facilities
thereof. Such designation shall be made by filing the appropriate information
with the Trustee at its Corporate Trust Office in The City of New York on or
prior to the Regular Record Date or not less than 15 days prior to Maturity.
The Trustee will, subject to applicable laws and regulations and until it
received notice to the contrary, make such payment and all succeeding payments
to the Holder of this Note by wire transfer to the designated account,
provided, that the bank has the appropriate facilities therefor. If a payment
cannot be made by wire transfer because the required information has not been
received by the Trustee on or before the requisite date, payment will be made
by check in U.S. dollars mailed to the Holder of this Note at such address as
shall appear in the Security Register.
The Holder of this Note shall pay any administrative costs imposed by
banks in connection with making payments by wire transfer, as well as any tax,
assessment or governmental charge imposed upon payments hereon.
Holders of Notes may not enforce their rights pursuant to the Indenture or
the Notes except as provided in the Indenture. No reference herein to the
Indenture and no provision hereof or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal hereof and interest hereon at the times, place and rates, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth (including, in the case of any Global Security, certain additional
limitations) and as may be set forth herein, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in any
place where the principal of (and premium, if any) and interest on this Note
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series of like tenor, of Authorized
Denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 (or such other amount as may be specified herein) and
integral multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same.
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 Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to instruments and
agreements made and to be performed wholly within such jurisdiction.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent, by manual signature of an
authorized signatory, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
As used herein:
the term "Business Day" means any day that is not a Saturday or
Sunday, and that is not a day on which banking institutions are generally
authorized or obligated by law to close in The City of New York or the
city which is the Principal Financial Center of the country of the
Specified Currency and, if the Specified Currency is ECU, that is not a
day designated as an ECU Non-Settlement Day by the ECU Banking Association
in Paris or otherwise generally regarded in the ECU interbank market as a
day on which payments in ECUs shall not be made;
the term "Market Exchange Rate" means the noon U.S. dollar buying
rate in The City of New York for cable transfers as certified for customs
purposes by the Federal Reserve Bank of New York; provided, however, in
the case of ECUs, the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or any successor
thereto) as published in the Official Journal of the European Communities,
or any successor publication; and
the term "Principal Financial Center" shall be the city indicated as
follows:
<TABLE>
<CAPTION>
Principal Financial
Specified Currency Center
------------------ -------------------
<S> <C>
U.S. dollars New York City
Australian dollars Sydney
Canadian dollars Toronto
European Currency Units Brussels
French francs Paris
Deutsche marks Frankfurt
Italian lire Milan
Dutch guilders Amsterdam
New Zealand dollars Wellington
Swiss francs Geneva
British Pound Sterling London
Japanese Yen Tokyo
</TABLE>
With respect to all other foreign currencies, the "Principal Financial
Center" shall be the capital city of the country of such Specified
Currency.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
Dated: CHRYSLER FINANCIAL CORPORATION
[CORPORATE SEAL] By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities issued
under the within-mentioned Indenture.
CHEMICAL BANK
as Authenticating Agent for the Trustee
By: ______________________________________
Authorized Officer
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at ________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 (or such other
amount as may be specified herein)) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be increments of $1,000
(or such other amount as may be specified herein)) of the Notes to be issued to
the Holder for the portion of this Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion not being
repaid).
$______________________ ________________________________________________
NOTICE: The signature on this Option
Date___________________ to Elect Repayment must correspond with
the name as written upon the face of this
Note in every particular, without alteration
or enlargement or any change whatever.
<PAGE>
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)___________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________________________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated: _______________ _______________________________________________
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
<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
UNIF GIFT MIN ACT--................ Custodian .....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
................................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
