As filed with the Securities and Exchange Commission on February 9, 1994
Registration No. 33-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_____________________
CPC INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
_____________________
Delaware 36-2385545
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
International Plaza, P.O. Box 8000
Englewood Cliffs, New Jersey 07632
(201) 894-4000
(Address including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
_____________________
JOHN B. MEAGHER
Secretary
CPC International Inc.
International Plaza, P.O. Box 8000
Englewood Cliffs, New Jersey 07632
(201) 894-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________
Copies of Correspondence to:
CLIFFORD B. STORMS W. LESLIE DUFFY
Senior Vice President and General Counsel Cahill Gordon & Reindel
CPC International Inc. 80 Pine Street
Englewood Cliffs, New Jersey 07632 New York, New York 10005
_____________________
<PAGE>
Approximate date of commencement of the proposed sale to the public:
From time to time after the effective date of this Registration Statement.
_____________________
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box: /___/
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box: /_X_/
_____________________
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
__________________________________________________________________________________________
Title of Amount to Proposed maximum Proposed maximum
Securities be regis- offering price aggregate offer- Amount of
to be registered tered (1)(2) per unit(3) ing price(1)(3) registration fee
__________________________________________________________________________________________
Debt Securities... $141,000,000 100% $141,000,000 $48,621
__________________________________________________________________________________________
(1) In U.S. dollars or the equivalent thereof in one or more other currencies.
(2) Plus such additional principal amount as may be necessary such that, if Debt Securi-
ties are issued with an original issue discount, the aggregate initial offering
price of all Debt Securities will equal $141,000,000.
(3) Estimated solely for the purpose of calculating the registration fee.
</TABLE>
_____________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 of the Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, the
prospectus included in this registration statement also relates to
$159,000,000 of Debt Securities previously registered under the registrant's
registration statement on Form S-3 (File No. 33-20813).
______________________________________________________________________________
<PAGE>
##############################################################################
# #
# Information contained herein is subject to completion or amendment. A #
# registration statement relating to these securities has been filed with #
# the Securities and Exchange Commission. These securities may not be sold #
# nor may offers to buy be accepted prior to the time the registration #
# statement becomes effective. This prospectus shall not constitute an #
# offer to sell or the solicitation of an offer to buy nor shall there be #
# any sale of these securities in any State in which such offer, #
# solicitation or sale would be unlawful prior to registration or qualifi- #
# cation under the securities laws of any such State. #
# #
##############################################################################
<PAGE>
SUBJECT TO COMPLETION dated February 9, 1994
Prospectus
[LOGO]
CPC International Inc.
Debt Securities
CPC International Inc. (the "Company") may offer from
time to time in one or more series its unsecured debt securities
consisting of debentures, notes and other evidences of indebted-
ness (the "Debt Securities") up to an aggregate initial public
offering price of $300,000,000 or the equivalent thereof in one
or more currencies, including composite currencies, other than
U.S. dollars. Debt Securities of each series will be offered in
amounts, at prices and on terms to be determined at the time of
sale and described in a supplement to this Prospectus (a "Pro-
spectus Supplement"). The price or prices of the Debt Securities
may be payable in one or more currencies, and the principal of
and any premium or interest on the Debt Securities may be payable
in the same currency or currencies or one or more other
currencies.
The Indenture pursuant to which the Debt Securities are
being offered provides that Debt Securities of a series may be
issued in registered form without coupons, in bearer form with
coupons attached or both, and may be issued in whole or in part
in the form of one or more global securities. At the present
time the Company does not intend to offer securities in bearer
form unless otherwise indicated in the applicable Prospectus
Supplement.
When Debt Securities of a series are offered, a Pro-
spectus Supplement will be delivered setting forth the terms of
such Debt Securities and the terms of their offering and sale.
The terms set forth will include, where applicable, the specific
designation, aggregate principal amount, authorized denomina-
tions, maturity, initial public offering price or prices (includ-
ing the currency in which such price or prices are payable), rate
or rates (which may be fixed, variable or zero) and times of pay-
ment of interest, currency or currencies in which payments in
respect of such Debt Securities may be made, form or forms in
which such Debt Securities may be issued, place or places of pay-
ment, terms for mandatory redemption or sinking fund payments or
for redemption at the option of the Company or the holder, terms
of credit enhancement, terms for payment of additional amounts,
terms for defeasance, and listing on any securities exchange.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
<PAGE>
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Debt Securities may be sold through underwriting
syndicates represented by managing underwriters, by underwriters
without a syndicate, through agents designated from time to time
or directly to purchasers. The names of any underwriters or
agents of the Company involved in the sale of the Debt Securities
of a series in respect of which this Prospectus is being deliv-
ered and any applicable commissions or discounts will be set
forth in the applicable Prospectus Supplement. The net proceeds
to the Company from any such sale also will be set forth in such
Prospectus Supplement.
The date of this Prospectus is , 1994.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance therewith, files reports and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities main-
tained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission at 500
West Madison Street, Suite 1400, Northwestern Atrium Center, Chi-
cago, Illinois 60661, and 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such materials can be obtained
from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
Reports and other information concerning the Company also can be
inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York, the Pacific Stock Exchange, 115
Sansome Street, Suite 1104, San Francisco, California 94104 and
the Midwest Stock Exchange, 440 South LaSalle Street, Chicago,
Illinois 60605.
The Company has filed with the Commission a registra-
tion statement on Form S-3 (together with all amendments and
exhibits, the "Registration Statement") under the Securities Act
of 1933, as amended. This Prospectus does not contain all the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regu-
lations of the Commission. For further information, reference is
hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein its
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, (ii) Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993, (iii) Quarterly Report on Form 10-Q
for the quarter ended June 30, 1993, (iv) Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993, (v) report on
Form 8-K dated September 15, 1993, (vi) report on Form 8-K
dated November 22, 1993 and (vii) report on Form 8-K dated
February 9, 1994, previously filed with the Commission
under File No. 1-4199.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of Debt Securities shall be deemed to be incorporated by
reference in this Prospectus and made a part hereof from the date
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<PAGE>
of filing of such documents. Any statement contained in this
Prospectus or in a document incorporated or deemed to be incorpo-
rated by reference in this Prospectus shall be deemed to be modi-
fied or superseded for purposes of this Prospectus to the extent
that a statement contained in this Prospectus or in any subse-
quently filed document that also is or is deemed to be incorpo-
rated by reference in this Prospectus modifies or supersedes such
prior statement. Any such prior statement so modified or super-
seded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person
to whom a Prospectus is delivered, upon written or oral request,
a copy of any or all of the documents incorporated by reference
in this Prospectus (other than exhibits to such documents that
are not specifically incorporated by reference in such docu-
ments). Written requests should be directed to John B. Meagher,
Secretary, CPC International Inc., International Plaza, P.O. Box
8000, Englewood Cliffs, New Jersey 07632, Telephone requests
should be directed to Mr. Meagher at (201) 894-4000.
_____________________
References in this Prospectus to "$" or "U.S. dollars"
are to the lawful currency of the United States, and references
to "currencies" are to U.S. dollars, lawful currencies of coun-
tries other than the United States, and composite currencies,
including European Currency Units.
THE COMPANY
The Company and its consolidated subsidiaries consti-
tute a worldwide group of businesses, principally engaged in two
major industry segments: consumer foods and corn refining.
The Company's consumer food products are distributed
through both three retail and food service trades. Consumer food
products include three worldwide businesses: Knorr soups,
sauces, bouillons and mealmakers; mayonnaise and other dressings;
and food service (catering) operations. Regional businesses
include specialty baking, peanut butter, desserts, starches and
other cereals. These products are sold under more than 25 major
trademarks, including Arnold, Best Foods, Hellmann's, Karo,
Knorr, Maizena, Mazola, Mueller's, Pfanni, Skippy and Thomas'.
The corn refining business manufactures and markets a
wide range of products such as corn starches, corn syrups, high
fructose corn syrup, dextrose, corn oil and animal feed
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<PAGE>
ingredients. These products are sold as food ingredients and for
industrial uses.
As of December 31, 1993, the Company had a total of 130
plants currently in operation, of which 28 are in the United
States, 8 in Canada, 37 in Europe, 14 in Africa and the Middle
East, 34 in Latin America and 9 in Asia. Of the 130 plants, 25
are engaged in the manufacture of corn refining products (13 of
which also produce consumer food products), 103 are engaged
solely in the manufacture of consumer food product, and 2 plants
are engaged in the manufacture of other products.
The Company is a Delaware corporation and has its prin-
cipal executive offices at International Plaza, Englewood Cliffs,
New Jersey 07362. The Company's telephone number is (201)
894-4000.
RATIOS OF EARNINGS TO FIXED CHARGES
The table below sets forth the ratios of earnings to
fixed charges of the Company and its consolidated subsidiaries on
a total enterprise basis for the years indicated. The ratios
have been computed by dividing income before taxes and fixed
charges by fixed charges. Fixed charges consist of gross inter-
est expense on debt and a portion of rental expense deemed to be
representative of interest.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Nine Months Ended Year Ended December 31,
September 30, 1993 1992 1991 1990 1989 1988
Ratio of earnings 6.5 6.4 5.6 5.3 5.2 5.4
to fixed charges
</TABLE>
USE OF PROCEEDS
Except as may be stated otherwise in a Prospectus Sup-
plement, the Company intends to use the proceeds from the sales
of the Debt Securities for general corporate purposes, which may
include repayment of short-term debt.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt
Securities sets forth certain general terms and provisions of the
Debt Securities to which any Prospectus Supplement may relate.
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<PAGE>
The particular terms of the Debt Securities of the series offered
by a Prospectus Supplement and the extent, if any, to which such
general provisions may apply to such Debt Securities will be
described in such Prospectus Supplement.
The Debt Securities will be issued under an indenture
dated as of April 1, 1988 (the "Indenture"), between the Company
and Bankers Trust Company, as trustee (the "Trustee"), the form
of which is filed as Exhibit 4.1 to the Registration Statement.
The following summaries of certain provisions of the Indenture
and the Debt Securities are not complete and are qualified in
their entirety by reference to the provisions of the Indenture.
Numerical references in parentheses are to sections in the Inden-
ture and, unless otherwise indicated, capitalized terms have the
meanings given them in the Indenture.
General
The Debt Securities are limited to an aggregate initial
public offering price of $300,000,000, or in the equivalent
thereof in one or more currencies other than U.S. dollars. The
Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued from time to time. (Section 301)
Debt Securities of a series may be issued in registered
form without coupons and may be issued in whole or in part in the
form of one or more global securities ("Global Securities"), as
described below under "Global Securities".
Except as provided in the applicable Prospectus Supple-
ment, Registered Securities denominated in U.S. dollars will be
issued only in denominations of $1,000 or any integral multiple
thereof. One or more Global Securities will be issued in a
denomination or aggregate denominations equal to the aggregate
principal amount of Outstanding Debt Securities of the series to
be represented by such Global Security or Securities. (Sections
302 and 305) The applicable Prospectus Supplement will specify
the authorized denominations of Debt Securities of any series
denominated in a currency other than U.S. dollars.
The Debt Securities will be unsecured obligations of
the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
Reference is made to the applicable Prospectus Supple-
ment for a description of the terms of the Debt Securities of a
series, including, where applicable, (i) the designation, aggre-
gate principal amount and authorized denominations (including the
currency of denomination) of such Debt Securities: (ii) the
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<PAGE>
price or prices (each expressed as a percentage of principal
amount) at which such Debt Securities will be issued (including
the currency or currencies in which any such price may be paid)
and, if any such price is less than 100%, the portion of the
principal amount (if other than 100%) that will become due and
payable upon the occurrence of an Event of Default (as defined
below); (iii) the date or dates on which such Debt Securities
will mature; (iv) the rate or rates (which may be fixed or vari-
able), if any, at which such Debt Securities will bear interest,
the date or dates from which any such interest will accrue, each
Interest Payment Date on which any such interest will be payable
and, if any of such Debt Securities are Registered Securities,
the Regular Record Date for the interest payable on such Regis-
tered Securities on any Interest Payment Date; (v) the currency
or currencies in which payment of the principal of (and any pre-
mium) and any interest on such Debt Securities will be made and
any other currency or currencies in which any such payment may be
payable at the election of the registered holders (the "Holders")
of such Debt Securities; (vi) whether such Debt Securities are to
be issued in whole or in part in the form of one or more Global
Securities and, if so, the identity of the Depositary for such
Global Security or Securities; (vii) if a temporary Global Secu-
rity is to be issued with respect to such series, (A) whether any
interest thereon payable on an Interest Payment Date prior to the
issuance of a permanent Global Security will be credited to the
account of the persons entitled thereto on such Interest Payment
Date, (B) the terms upon which beneficial interests in such tem-
porary Global Security may be exchanged for beneficial interests
in a permanent Global Security or for definitive Debt Securities
of such series and (C) the terms upon which beneficial interests
in a permanent Global Security, if any, may be exchanged for
definitive Debt Securities of such series; (viii) each office or
agency where the principal of (and any premium) and any interest
on such Debt Securities will be payable and each office or agency
where any such Debt Securities may be presented for exchange and
any such Debt Securities that are Registered Securities may be
presented for registration of transfer; (ix) any terms upon which
such Debt Securities will be subject to mandatory redemption
(including any terms upon which Holders of such Debt Securities
may elect to have their Debt Securities not redeemed in such a
redemption) or to a sinking fund or upon which any of such Debt
Securities may be redeemed at the option of the Company or their
Holders; (x) information regarding any surety bond or other form
of credit enhancement to be issued or entered into with respect
to such Debt Securities; (xi) any terms upon which payments of
additional amounts will be made with respect to such Debt Securi-
ties; (xii) any terms upon which such Debt Securities may be
defeased; (xiii) any additional Events of Default or restrictive
covenants provided for with respect to such Debt Securities; and
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<PAGE>
(xiv) any other terms not inconsistent with the Indenture,
including any terms that may be required by or advisable under
United States laws or regulations. (Section 301)
Reference should also be made to the applicable Pro-
spectus Supplement for a description of any special United States
income tax considerations with respect to Debt Securities of a
series.
Exchanges and Transfers
At the option of the Holder, upon request confirmed in
writing, and subject to the terms of the Indenture, Debt Securi-
ties of a series will be exchangeable into an equal aggregate
principal amount of registered Debt Securities of the same series
and terms but having different authorized denominations.
Debt Securities may be presented for exchange or trans-
fer, in the manner, at the places, and subject to the restric-
tions set forth in the Indenture and the Debt Securities. No
service charge will be made for any such exchange or registration
of transfer of Debt Securities, but the Company may require pay-
ment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 305)
Global Securities
The Debt Securities of a series may be issued in whole
or in part in the form of one or more Global Securities that will
be deposited with, or on behalf of, a depositary (the "Deposi-
tary") identified in the applicable Prospectus Supplement, Global
Securities may be issued in registered form and in either tempo-
rary or permanent form. Unless and until it is exchanged in
whole or in part for Debt Securities in definitive form, a Global
Security may not be transferred except as a whole (i) by the
Depositary for such Global Security to a nominee of such Deposi-
tary, (ii) by a nominee of such Depositary to such Depositary or
to another nominee of such Depositary or (iii) by such Depositary
or any such nominee to a successor of such Depositary or to a
nominee of such successor. (Sections 303 and 305)
The specific terms of the depositary arrangement with
respect to any Debt Securities of a series will be described in
the Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Global Security, the Depositary
for such Global Security will credit, on its book-entry
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<PAGE>
registration and transfer system, the respective principal
amounts of the Debt Securities represented by such Global Secu-
rity to the accounts of Persons that have accounts with such
Depositary ("participants"). The accounts to be credited shall
be designated by the underwriters or agents of such Debt Securi-
ties or by the Company if such Debt Securities are offered and
sold directly by it. Ownership of beneficial interests in a Glo-
bal Security will be limited to participants or persons that may
hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the
transfer of that ownership will be effected only through, records
maintained by the Depositary for such Global Security or by par-
ticipants or persons that hold through participants. The laws of
certain states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability of owners to transfer
beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its
nominee, is the Holder of such Global Security, such Depositary
or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Global
Security for all purposes under the Indenture. Except as set
forth below, owners of beneficial interests in a Global Security
will not be entitled to have Debt Securities of the series repre-
sented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be con-
sidered the owners or holders thereof under the Indenture.
Payments of principal of (and premium, if any) and
interest on Debt Securities registered in the name of a Deposi-
tary or its nominee will be made to the Depositary or its nomi-
nee, as the case may be, as the Holder of the Global Security
representing such Debt Securities. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relat-
ing to or payments made on account of beneficial ownership inter-
ests in such Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests.
The Company expects that the Depositary for Debt Secu-
rities of a series, upon receipt of any payment of principal,
premium or interest in respect of a permanent Global Security,
will credit immediately participants' accounts with payments in
amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the
records of such Depositary. The Company also expects that
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<PAGE>
payments by participants to owners of beneficial interests in
such Global Security held through such participants will be gov-
erned by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers
registered in "street name", and will be the responsibility of
such participants.
If a Depositary for Debt Securities of a series is at
any time unwilling or unable to continue as Depositary and a suc-
cessor Depositary is not appointed by the Company within ninety
days, the Company will issue Debt Securities of such series in
definitive form in exchange for the Global Security or Securities
representing Debt Securities of such series. In addition, the
Company may at any time and in its sole discretion determine not
to have the Debt Securities of a series represented by one or
more Global Securities and, in such event, will issue Debt Secu-
rities of such series in definitive form in exchange for the Glo-
bal Security or Securities representing the Debt Securities of
such series. Further, if the Company so specifies with respect
to the Debt Securities of a series, an owner of a beneficial
interest in a Global Security representing Debt Securities of
such series may, on terms acceptable to the Company and the
Depositary for such Global Security, receive Debt Securities of
such series in definitive form. In any such instance, an owner
of a beneficial interest in a Global Security will be entitled to
have Debt Securities of the series represented by such Global
Security equal in principal amount to such beneficial interest
registered in its name and will be entitled to physical delivery
of such Debt Securities in definitive form. Debt Securities of
such series so issued in definitive form will be issued in denom-
inations, unless otherwise specified by the Company, of $1,000
and integral multiples thereof.
Payment and Paying Agents
Payment of principal of (and premium, if any) on Debt
Securities will be made in the currency designated for payment,
against surrender of such Debt Securities at the Corporate Trust
Office of the Trustee in The City of New York. Unless otherwise
indicated in the applicable Prospectus Supplement, payment of any
installment of interest on Debt Securities will be made to the
Person in whose name such Debt Security is registered at the
close of business on the Regular Record Date for such interest
payment. Unless otherwise indicated in the applicable Prospectus
Supplement, payments of such interest will be made at such Corpo-
rate Trust Office of the Trustee or by a check in the designated
currency mailed to the Holder at such Holder's registered
address. (Section 307)
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<PAGE>
Unless otherwise indicated in the applicable Prospectus
Supplement, the Corporate Trust Office of the Trustee in the Bor-
ough of Manhattan, The City of New York will be appointed as the
Company's Paying Agent. Any other Paying Agent in the United
States and any Paying Agents outside the United States initially
appointed by the Company for the Debt Securities of a series will
be named in the applicable Prospectus Supplement. The Company
may terminate the appointment of any of the Paying Agents from
time to time, except that the Company will maintain at least one
Paying Agent in the Borough of Manhattan, The City of New York
for payments with respect to Debt Securities, provided that so
long as the Debt Securities of a series are listed on The Inter-
national Stock Exchange of the United Kingdom and the Republic of
Ireland or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying
Agent in London or Luxembourg or any other required city located
outside the United States, as the case may be, for such Debt
Securities. (Section 1002)
All moneys paid by the Company to a Paying Agent or the
Trustee for the payment of principal of (or premium, if any) or
interest on any Debt Security that remain unclaimed at the end of
two years after such principal, premium or interest shall have
become due and payable will be repaid to the Company, and the
Holder of such Debt Security or any coupon relating thereto will
thereafter look only to the Company for payment thereof.
(Section 1003)
Limitation on Secured Indebtedness
The Company will not (nor will it permit any Restricted
Subsidiary to) issue, assume or guarantee any debt for money bor-
rowed ("Debt") secured by any mortgage, pledge, lien or other
encumbrance upon any Principal Property of the Company or any
Restricted Subsidiary or on any shares of stock or indebtedness
of the Company or any Restricted Subsidiary without providing
that the Debt Securities of each series and any related coupons
shall be secured equally and ratably with such Debt; provided,
however, that the foregoing restrictions shall not apply to:
(i) encumbrances on property, shares of stock or
indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary;
(ii) encumbrances on property, shares of stock or
indebtedness existing at the time of acquisition of such
property, shares of stock or indebtedness, or encumbrances
to secure the payment of all or any part of the purchase
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<PAGE>
price of such property or shares of stock or to secure any
Debt incurred prior to, at the time of, or within ninety
days after the acquisition of such property or shares of
stock for the purpose of financing all or any part of the
purchase price thereof;
(iii) encumbrances securing Debt of a Restricted Subsid-
iary owing to the Company or to another Restricted
Subsidiary;
(iv) encumbrances on property of a corporation existing
at the time such corporation is merged into or consolidated
with the Company or a Restricted Subsidiary or at the time
of a sale, lease or other disposition of the properties of a
corporation or firm as an entirety or substantially as an
entirety to the Company or a Restricted Subsidiary;
(v) encumbrances on property of the Company or a
Restricted Subsidiary in favor of the United States or any
state thereof, or in favor of any other country, or any
political subdivision thereof, to secure partial, progress,
advance or other payments pursuant to any contract or stat-
ute or to secure any indebtedness incurred for the purpose
of financing all or any part of the purchase price or the
cost of construction of the property subject to such encum-
brances; or
(vi) any extension, renewal or replacement (or succes-
sive extensions, renewals or replacements) in whole or in
part of any encumbrance referred to in the foregoing
clauses (i) to (v), inclusive; provided, however, that the
principal amount of Debt secured thereby shall not exceed
the principal amount of Debt so secured at the time of such
extension, renewal or replacement, and that such extension,
renewal or replacement shall be limited to all or a part of
the property subject to the encumbrance so extended, renewed
or replaced (plus improvements on such property).
Notwithstanding the foregoing provisions, the Company
and any one or more Restricted Subsidiaries may issue, assume or
guarantee Debt secured by an encumbrance that would otherwise be
subject to the foregoing restrictions in an aggregate amount
which, together with all other Debt of the Company and its
Restricted Subsidiaries that would otherwise be subject to the
foregoing restrictions (not including Debt permitted to be
secured under clauses (i) through (vi) above) and the aggregate
value of the Sale and Leaseback Transactions in existence at such
time (not including Sale and Leaseback Transactions the proceeds
of which have been applied to reduce Debt, as set forth below),
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<PAGE>
does not at the time exceed fifteen percent of the stockholders'
equity (as defined) of the Company. In the event that the Com-
pany shall apply an amount equal to the value of a Sale and
Leaseback Transaction to the retirement (other than any mandatory
retirement) within ninety days of the effective date of such Sale
and Leaseback Transaction of Debt incurred or assumed by the Com-
pany or any Restricted Subsidiary which by its terms (i) matures
at, or extendible or renewable at the sole option of the obligor
without requiring the consent of the obligee to, a date more than
twelve months after the date of creation of such Debt and (ii) is
not subordinated to the Debt Securities, then the value of such
Sale and Leaseback Transaction shall not be taken into considera-
tion for purposes of calculating whether the fifteen percent
limitation referred to above has been met or exceeded.
For purposes of the foregoing, (i) "Principal Property"
means any manufacturing plant or facility located within the
United States (other than its territories or possessions) owned
by the Company or any Restricted Subsidiary that, in the opinion
of the Board of Directors of the Company, is of material impor-
tance to the total business conducted by the Company and its
Restricted Subsidiaries as a whole, (ii) "Restricted Subsidiary"
means any Subsidiary of the Company (other than a Subsidiary
principally engaged in financing the operations of the Company or
its Subsidiaries outside the United States) substantially all the
property of which is located, or substantially all the business
of which is carried on, within the United States (other than its
territories or possessions) and that owns a Principal Property,
(iii) "value" means, with respect to a Sale and Leaseback Trans-
action, as of any particular time, the amount equal to the net
proceeds of such property at the time of entering into such Sale
and Leaseback Transaction and (iv) "Sale and Leaseback Transac-
tion" means any arrangement with any person providing for the
leasing by the Company or any Restricted Subsidiary of any Prin-
cipal Property owned as of June 20, 1967 (except for temporary
leases for a term of not more than three years and except for
leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries), which property has been or is to be
sold or transferred by the Company or such Restricted Subsidiary
to such person. (Section 1004)
Consolidation, Merger and Transfer of Assets
The Company may not consolidate with or merge into any
corporation, or transfer or lease its properties and assets sub-
stantially as an entirety to any Person, unless: (i) the succes-
sor corporation or transferee assumes the Company's obligations
on the Debt Securities and under the Indenture; (ii) after giving
effect to the transaction, no Event of Default and no event
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<PAGE>
which, after notice or lapse of time, would become an Event of
Default shall have occurred and be continuing; and (iii) certain
other conditions are met. (Section 801)
Events of Default
The following will constitute Events of Default with
respect to Debt Securities of any series: (i) default in payment
of principal of (or premium, if any, on) any Debt Security of
such series when due, continued for 3 days; (ii) default in pay-
ment of interest on any Debt Security of such series when due,
continued for 30 days; (iii) default in the deposit of any sink-
ing fund payment on any Debt Security of such series when due,
continued for 3 days; (iv) default in the performance or breach
of any other covenant of the Company in the Indenture for the
benefit of Debt Securities of such series, continued for 60 days
after written notice thereof by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Debt Securities of
such series at the time outstanding; (v) default resulting in
acceleration of maturity of any other indebtedness of the Company
or any Restricted Subsidiary in an amount aggregating in excess
of $25,000,000; (vi) certain events of bankruptcy, insolvency or
reorganization and (vii) any other Event of Default provided with
respect to Debt Securities of such series. (Section 501) An
Event of Default with respect to Debt Securities of a series does
not necessarily constitute an Event of Default with respect to
Debt Securities of any other series. (Section 502)
If an Event of Default has occurred and is continuing
with respect to Debt Securities of a series, either the Trustee
or the Holders of at least twenty-five percent in aggregate prin-
cipal amount of the Debt Securities of such series then Outstand-
ing may declare the principal of all such Debt Securities (or in
the case of certain securities sold initially at a substantial
discount below their principal amounts, the portion of such prin-
cipal amounts specified in such Debt Securities and set forth in
the applicable Prospectus Supplement) to be due and payable. In
certain cases, the Holders of a majority in principal amount of
the Outstanding Debt Securities of a series may, on behalf of the
Holders of all Debt Securities of such series, rescind and annul
such declaration of acceleration. (Section 502)
If a default has occurred and is continuing with
respect to Debt Securities of a series, the Trustee, subject to
its duty to act with the required standard of care, will be enti-
tled to indemnification by the Holders of such Debt Securities
before proceeding to exercise any right or power under the Inden-
ture with respect to such Debt Securities at the request of such
Holders. (Section 603) No Holders of Debt Securities of a series
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<PAGE>
may institute any proceedings, judicial or otherwise, to enforce
the Indenture except in the case of failure of the Trustee there-
under, for sixty days, to act after it has received a request to
enforce such Indenture and an offer of reasonable indemnity from
the Holders of at least twenty-five percent in aggregate princi-
pal amount of the Outstanding Debt Securities of such series.
(Section 507) This provision will not prevent any Holder of Debt
Securities of such series from enforcing payment of the principal
of (and premium, if any) and interest on such Debt Securities at
the respective due dates thereof. (Section 508) The Holders of
a majority in aggregate principal amount of the Outstanding Debt
Securities of a series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on it with respect to
the Debt Securities of such series. The Trustee may, however,
refuse to follow any direction that it determines may not law-
fully be taken or would be illegal or in conflict with the Inden-
ture or involve it in personal liability or which would be
unjustly prejudicial to Holders not joining therein.
(Section 512)
The Trustee shall, within ninety days after the occur-
rence of a default with respect to Debt Securities of a series,
give to the Holders of Debt Securities of such series notice of
such default, unless such default has been cured or waived.
Except in the case of a default in the payment of principal of
(or premium, if any) or interest on any Debt Securities of such
series, the Trustee shall be protected in withholding such notice
if it determines in good faith that the withholding of such
notice is in the interest of the Holders of the Debt Securities
of such series. (Section 602)
The Company will be required to file with the Trustee
annually an Officers' Certificate as to the absence of certain
defaults under the terms of the Indenture. (Section 1006)
Modification and Waiver
Modifications of and amendments to the Indenture may be
made by the Company and the Trustee with the consent of the Hold-
ers of a majority in aggregate principal amount of the Outstand-
ing Debt securities of each series affected by such modification
or amendment; provided, however, that no such modification or
amendment may, without the consent of the Holder of each Out-
standing Debt Security affected thereby: (i) change the stated
maturity date of any installment of the principal of, or interest
on, any Debt Security or coupon; (ii) reduce the principal amount
of (or premium, if any) or interest on any Debt Security or
related coupon; (iii) adversely affect the right of repayment or
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<PAGE>
repurchase, if any, at the option of the Holder; (iv) reduce the
amount of, or postpone the date fixed for, any payment under any
sinking fund or analogous provisions for any Debt Security;
(v) change the place or currency of payment of the principal of
(or premium, if any) or interest on any Debt Security or coupon;
(vi) change or eliminate the rights of a Holder to receive pay-
ment in a designated currency; (vii) impair the right to insti-
tute suit for the enforcement of any payment on or with respect
to any Debt Security or coupon; or (viii) reduce the percentage
of the principal amount of the outstanding Debt Securities of any
series the consent of whose Holders is required for modification
or amendment of the Indenture, for waiver of compliance with cer-
tain provisions of the Indenture or for waiver of certain
defaults. (Section 902)
The Holders of a majority in principal amount of the
Outstanding Debt Securities of a series may, on behalf of all
Holders of Debt Securities of such series, waive, insofar as such
series is concerned, compliance by the Company with the provi-
sions of the Indenture described above in "Limitation on Secured
Indebtedness" and "Consolidation, Merger and Transfer of Assets"
before the time for such compliance. (Section 1007) The Holders
of a majority in principal amount of the Outstanding Debt Securi-
ties of a series may, on behalf of all Holders of Debt Securities
of such series, waive any past default under the Indenture with
respect to Debt Securities of such series except a default in the
payment of the principal of (or premium, if any) or interest on
any Debt Security of such series and except a default in respect
of a covenant or provision the modification or amendment of which
would require the consent of the Holder of each Outstanding Debt
Security affected thereby. (Section 513)
Satisfaction and Discharge; Defeasance
At the request of the Company, the Indenture will be
canceled by the Trustee if all sums due to the Trustee under the
Indenture have been paid in full and (i) all Debt Securities pre-
viously issued have been canceled or delivered to the Trustee for
cancellation, (ii) the principal of (and premium, if any) and
interest on all Outstanding Debt Securities have been paid in
full or (iii) funds have been deposited with the Trustee at the
maturity of the Debt Securities sufficient to pay in full the
principal of (and premium, if any) and interest on all Outstand-
ing Debt Securities and the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the deposit and related
cancellation would not cause the Holders of the Debt Securities
of any series to recognize income, gain or loss for United States
federal income tax purposes. (Sections 401 and 402).
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<PAGE>
If so specified in the Prospectus Supplement applicable
to Debt Securities of a series, the Company at its option
(i) will be discharged from any and all obligations in respect of
the Debt Securities of such series (except for certain obliga-
tions to register the transfer or exchange of Debt Securities of
such series, replace stolen, lost, or mutilated Debt Securities
of such series, maintain paying agencies and hold moneys for pay-
ment in trust) or (ii) will not be subject to provisions of the
Indenture described above under "Limitation of Secured Indebted-
ness" and "Consolidation, Merger and Transfer of Assets" with
respect to the Debt Securities of such series, in each case if
the Company deposits with the Trustee, in trust, money of U.S.
Government Obligations that, through the payment of interest
thereon and principal thereof in accordance with their terms,
will provide money in an amount sufficient to pay all the princi-
pal (including any mandatory sinking fund payments) of, and
interest on, the Debt Securities of such series on the dates such
payments are due in accordance with the terms of such Debt Secu-
rities. To exercise any such option, the Company is required to
deliver to the Trustee an Opinion of Counsel to the effect that
(1) the deposit and related defeasance would not cause the Hold-
ers of the Debt Securities of such series to recognize income,
gain or loss for United States federal income tax purposes and
(2) if the Debt Securities of such series are then listed on the
New York Stock Exchange, such Debt Securities would not be
delisted as a result of the exercise of such option. (Sections
1301 and 1302) The Company will not exercise any such option
with respect to Debt Securities of a series at any time when such
Debt Securities are subject to mandatory redemption.
Concerning the Trustee
Bankers Trust Company is the Trustee under the Inden-
ture and also serves as trustee under an indenture governing the
Company's 8>% Debentures Due April 15, 2016. Bankers Trust Com-
pany is a depository for funds, participates in certain revolving
credit and commercial paper facilities, and performs other ser-
vices for the Company and its subsidiaries.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities of a series in
any of three ways: (i) through underwriters or dealers,
(ii) through agents or (iii) directly to a limited number of pur-
chasers or to a single purchaser. The applicable Prospectus Sup-
plement will set forth the terms of the offering of the Debt
Securities of a series, including the name or names of any under-
writers or agents, the initial public offering price or prices of
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<PAGE>
such Debt Securities (and the currency or currencies in which any
such price is payable), the proceeds to the Company from such
sale, any underwriting discounts and other items constituting
underwriters' compensation, any discounts or concessions allowed
or reallowed or paid to dealers and any securities exchanges on
which the Debt Securities of such series may be listed.
If underwriters are used in the sale, Debt Securities
of a series will be acquired by the underwriters for their own
account and may be resold from time to time in one or more trans-
actions, including negotiated transactions, at a fixed public
offering price, or at varying prices determined at the time of
sale. The Debt Securities of such series may be offered to the
public through underwriting syndicates represented by managing
underwriters or by underwriters without a syndicate. Unless
otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters to purchase Debt Securities of a
series will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the Debt Securi-
ties of such series if any are purchased. Any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
The Debt Securities of a series may be sold directly by
the Company or through agents designated by the Company from time
to time. Any agent involved in the offer or sale of the Debt
Securities of such series will be named, and any commissions pay-
able by the Company to such agent will be set forth in the appli-
cable Prospectus Supplement. Unless otherwise indicated in such
Prospectus Supplement, any such agent will be acting on a reason-
able efforts basis for the period of its appointment.
If so indicated in the applicable Prospectus Supple-
ment, the Company will authorize agents, underwriters or dealers
to solicit offers by certain specified entities to purchase Debt
Securities of a series from the Company at the public offering
price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a speci-
fied date. Such contracts will be subject only to those condi-
tions set forth in such Prospectus Supplement. Such Prospectus
Supplement will set forth the commissions payable for solicita-
tion of such contracts.
Agents and underwriters may be entitled under agree-
ments entered into with the Company to indemnification by the
Company against certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribution
with respect to payments which the agents or underwriters may be
required to make in respect thereof. Agents and underwriters may
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<PAGE>
be customers of, engage in transactions with, or perform services
for the Company or its affiliates in the ordinary course of
business.
The Debt Securities may not be offered or sold in Great
Britain, by means of this Prospectus, any Prospectus Supplement
or any other document, other than to persons whose ordinary busi-
ness is to buy or sell shares or debentures, whether as principal
or agent (except in circumstances that do not constitute an offer
to the public within the meaning of the Companies Act 1985), nor
may this Prospectus, any Prospectus Supplement or any other
offering material relating to the Debt Securities be distributed
in or from Great Britain (except by persons permitted to do so
under the securities laws of Great Britain) otherwise than to
persons whose ordinary business involves the acquisition and dis-
posal, or the holding, of securities, whether as principal or as
agent.
LEGAL OPINIONS
Certain legal matters in connection with the Debt Secu-
rities will be passed on for the Company by Clifford B. Storms,
Esq., Senior Vice President and General Counsel of the Company.
As of December 31, 1993, Mr. Storms owned beneficially and of
record 45,311 shares of the Company's common stock and owned cur-
rently exercisable stock options to purchase an additional 17,656
shares of such common stock. Certain legal matters in connection
with the Debt Securities will be passed on for any underwriters
or agents by Cahill Gordon & Reindel, New York, New York.
EXPERTS
The financial statements and related schedules of CPC
International Inc. and its consolidated subsidiaries as of
December 31, 1992, 1991 and 1990 and for each of the years in the
three-year period ended December 31, 1992, have been incorporated
by reference herein and elsewhere in the Registration Statement
in reliance upon the reports of KPMG Peat Marwick, independent
certified public accountants, which reports are also incorporated
by reference herein, upon the authority of said firm as experts
in auditing and accounting.
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<PAGE>
No dealer, salesperson or other indivi- $300,000,000
dual has been authorized to give any
information or to make any represen-
tations other than those contained
in this Prospectus in connection
with the offer made by this Prospec-
tus and, if given or made, such
information or representations must
not be relied upon as having been
authorized by the Company or by any
underwriter or agent. Neither the
delivery of this Prospectus nor any
sale made hereunder shall, under any
circumstances, create an implication
that there has been any change in
the affairs of the Company since the CPC International Inc.
date hereof. This Prospectus does
not constitute an offer or solicita-
tion by anyone in any jurisdiction
in which such offer or solicitation
is not authorized or in which the
person making such offer or solici-
tation is not qualified to do so or Debt Securities
to anyone to whom it is unlawful to
make such offer or solicitation.
[LOGO]
_____________
Table of Contents
Page
Available Information.............
Incorporation of Certain Documents
by Reference...................
The Company.......................
Ratios of Earnings to Fixed
Charges........................
Use of Proceeds...................
Description of Debt Securities....
Plan of Distribution.............. Prospectus
Legal Opinions....................
Experts........................... Dated , 1994
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuances and Distribution
The following table sets forth the estimated amounts of
expenses, other than underwriting or agency discounts or commis-
sions, expected to be incurred by the Registrant in connection
with the offering and sale of the Debt Securities registered
hereby:
Expense Amount
Securities and Exchange Commission
registration fee ........................... $48,621
Legal fees and expenses....................... 48,000
Printing expenses ............................ 43,000
Accounting fees and expenses ................. 20,000
Blue sky fees and expenses ................... 18,775
Trustee's fees ............................... 10,000
Rating agency fees ........................... 75,000
Miscellaneous expenses ....................... 11,604
Total ............................. $275,000
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law
provides for indemnification of directors and officers against
any legal liability (other than liability arising from derivative
suits) if the officer or director acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed
to the best interests of the corporation. In criminal actions,
the officer or director must also have had no reasonable cause to
believe that his or her conduct was unlawful. A corporation may
indemnify an officer or director in a derivative suit if the
officer or director acted in good faith and in a manner that he
or she reasonably believed to be in or not opposed to the best
interests of the corporation unless the officer or director is
found liable to the corporation. However, if the Court of Chan-
cery or the court in which the officer or director was found lia-
ble determines that the officer or director is fairly and reason-
ably entitled to indemnity, then the Court of Chancery or such
other court may permit indemnity for such officer or director to
the extent it deems proper.
II-1
<PAGE>
The Registrant's Certificate of Incorporation provides
that a director of the Registrant shall not be personally liable
to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability for
(i) any breach of the director's duty of loyalty to the Regis-
trant or its stockholders, (ii) acts or omissions not in good
faith or that involve intentional misconduct or a knowing viola-
tion of law, (iii) payment of an improper dividend or for an
improper repurchase or redemption of the stock of the Corporation
in violation of Section 174 of the Delaware General Corporation
Law or (iv) transactions in which the director derives any
improper personal benefit.
Article VII of the By-laws of the Registrant contains
provisions requiring indemnification by the Registrant of its
past and present directors and officers to the fullest extent
permitted by the laws of Delaware as they may exist from time to
time. These provisions extend to expenses reasonably incurred by
the director or officer in defense or settlement of any such
action or proceeding, whether civil, criminal, administrative or
investigative.
The By-laws provide that the Registrant may purchase
and maintain insurance to protect any person against any lia-
bility or expense asserted against or incurred by such person in
connection with any proceeding, whether or not the Registrant
would have the power to indemnify such person against such lia-
bility or expense by law or under the By-laws or otherwise. Pur-
suant to this provision, the Registrant has entered into a Direc-
tors' and Officers' Liability and Registrant Reimbursement Lia-
bility Insurance Policy.
The Registrant's By-laws also provide that indemnifica-
tion thereunder is not exclusive and that the Registrant may,
among other things, enter into indemnification agreements. The
Registrant has entered into indemnification agreements with each
of its directors and officers providing that the indemnification
provisions in effect under the By-laws at the time such agree-
ments were entered into will continue to apply with respect to
such directors and officers, regardless of any subsequent change
in the By-laws. The indemnification agreements also establish
procedures governing claims thereunder, including procedures with
respect to the review and advancement of expenses claimed and, in
the event of a change in control (as defined therein), the cre-
ation of a trust into which funds would be deposited (promptly
after such change) in an amount sufficient to satisfy reasonably
anticipated expenses arising under such agreements.
II-2
<PAGE>
Reference is made to Section 7 of the form of Under-
writing Agreement and to Section 8 of the form of Selling Agency
Agreement, filed as Exhibits 1.1 and 1.2, respectively, to this
Registration Statement for a description of the indemnification
arrangements expected to be provided if the offering of the secu-
rities being registered is made through underwriters or agents.
Item 16. Exhibits
Exhibit
No. Description of Exhibit
1.1* Proposed form of Underwriting Agreement (including
form of Delayed Delivery Contract).
1.2* Proposed form of Selling Agency Agreement.
4.1 Indenture dated as of April 15, 1988 between the
Registrant and Bankers Trust Company, as Trus-
tee. Incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form
S-3 (File No. 33-20813) as filed on March 24,
1988.
4.2* Form of First Supplemental Indenture and Amendment
dated as of February __, 1994 to the Indenture
dated as of April 15, 1988 between the Regis-
trant and Bankers Trust Company, as Trustee.
4.3* Form of Registered Debt Security
4.4* Form of Bearer Debt Security
4.5* Form of Fixed Rate Medium Term Note
4.6* Form of Floating Rate Medium Term Note
5* Opinion of Clifford B. Storms, Esq., Senior Vice
President and General Counsel of the Registrant
12* Statement regarding computation of ratios of earn-
ings to fixed charges
23.1* Consent of KPMG Peat Marwick, independent
accountants
23.2* Consent of Clifford B. Storms, Esq., Senior Vice
President and General Counsel of the Registrant
(included in opinion filed as Exhibit 5)
24* Powers of attorney
25* Form T-1, Statement of Eligibility of Bankers
Trust Company, as Trustee, under the Indenture
between the Registrant and Bankers Trust Com-
pany, as Trustee
_________________________
* Filed herewith.
II-3
<PAGE>
All exhibits other than those listed above are omitted
because of the absence of the conditions under which they are
required.
Item 17. Undertakings
(a) The Registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration
Statement:
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to the ini-
tial bona fide offering thereof; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any Liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section
II-4
<PAGE>
13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securi-
ties at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions to in Item 15 above, the Registrant has been
advised that in the opinion of the Securities and Exchange Com-
mission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Regis-
trant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the Securities being registered, the Regis-
trant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnifica-
tion by it is against public policy as expressed in such Act and
will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Borough of Englewood Cliffs, State of New Jersey, on the 9th
day of February, 1994.
CPC INTERNATIONAL INC.
By: /s/Charles R. Shoemate
Charles R. Shoemate, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities indicated, on the 9th day of February, 1994.
Signature Title
/s/Charles R. Shoemate Chairman and Chief Executive
(Charles R. Shoemate) Officer and Director
/s/Konrad Schlatter Senior Vice President and
(Konrad Schlatter) Chief Financial Officer
/s/James E. Healey Comptroller and Chief Accounting
(James E. Healey) Officer
* Director
(Theodore H. Black)
* Director
(Jewel Plummer Cobb)
II-6
<PAGE>
* Director
(William C. Ferguson)
* Director
(Robert J. Gillespie)
* Director
(Ellen R. Gordon)
* Director
(George V. Grune)
* Director
(Leo I. Higdon, Jr.)
* Director
(Richard G. Holder)
* Director
(Paul W. Joy)
* Director
(Alain Labergere)
* Director
(Robert E. Mercer)
* Director
(William S. Norman)
* Director
(Donald E. Procknow)
*By /s/John B. Meagher
(John B. Meagher)
Attorney-in-Fact
II-7
<PAGE>
Exhibit Index to Exhibits Page
No. Number
1.1* Proposed form of Underwriting Agree-
ment (including form of Delayed
Delivery Contract).
1.2* Proposed form of Selling Agency
Agreement.
4.1 Indenture dated as of April 15, 1988
between the Registrant and Bankers
Trust Company, as Trustee. Incorpo-
rated by reference to Exhibit 4.1 to
the Company's Registration Statement
on Form S-3 (File No. 33-20813) as
filed on March 24, 1988.
4.2* Form of First Supplemental Indenture
and Amendment dated as of February
__, 1994 to the Indenture dated as
of April 15, 1988 between the Regis-
trant and Bankers Trust Company, as
Trustee.
4.3* Form of Registered Debt Security
4.4* Form of Bearer Debt Security
4.5* Form of Fixed Rate Medium Term Note
4.6* Form of Floating Rate Medium Term Note
5* Opinion of Clifford B. Storms, Esq.,
Senior Vice President and General
Counsel of the Registrant
12* Statement regarding computation of
ratios of earnings to fixed charges
23.1* Consent of KPMG Peat Marwick, indepen-
dent accountants
23.2* Consent of Clifford B. Storms, Esq.,
Senior Vice President and General
Counsel of the Registrant (included
in opinion filed as Exhibit 5)
24* Powers of attorney
25* Form T-1, Statement of Eligibility of
Bankers Trust Company, as Trustee,
under the Indenture between the Reg-
istrant and Bankers Trust Company,
as Trustee
_________________________
* Filed herewith.
II-8
PLACE DOCUMENT HERE
EXHIBIT 1.1
Draft of 01/30/94
CPC International Inc.
[Title of Debt Securities]
Underwriting Agreement
New York, New York
[Date]
To the Representatives named
in Schedule I hereto of
the Underwriters named in
Schedule II hereto
Dear Sirs:
CPC International, Inc., a Delaware corporation (the
"Company") proposes to sell to the underwriters named in Schedule
II hereto (the "Underwriters"), for whom you are acting as repre-
sentatives (the "Representatives"), the principal amount of its
securities identified in Schedule I hereto (the "Securities") to
be issued under an indenture (the "Indenture") dated as of April
15, 1988, between the Company and Bankers Trust Company, as trus-
tee (the "Trustee"). If the firm or firms listed in Schedule II
hereto include only the firm or firms listed in Schedule I
hereto, then the terms "Underwriters" and "Representatives", as
used herein, shall each be deemed to refer to such firm or firms.
1. Representations and Warranties. The Company rep-
resents and warrants to, and agrees with, each Underwriter as set
forth below in this Section 1. Certain terms used in this Sec-
tion 1 are defined in paragraph (c) hereof.
a. If the offering of the Securities is a Delayed
Offering (as specified in Schedule I hereto), paragraph
(i) below is applicable and, if the offering of the Secu-
rities is a Non-Delayed Offering (as so specified), para-
graph (ii) below is applicable.
(i) The Company meets the requirements for the
use of Form S-3 under the Securities Act of 1933 (the
"Act") and has filed with the Securities and Exchange
Commission (the "Commission") a registration
<PAGE>
-2-
statement (the file number of which is set forth in
Schedule I hereto) on such Form, including a basic
prospectus, for registration under the Act of the
offering and sale of the Securities. The Company may
have filed one or more amendments thereto, and may
have used a Preliminary Final Prospectus, each of
which has previously been furnished to you. Such
registration statement, as so amended, has become
effective. The offering of the Securities is a
Delayed Offering and, accordingly, it is not neces-
sary that any further information with respect to the
Securities and the offering thereof required by the
Act and the rules thereunder to be included in the
Final Prospectus have been included in an amendment
to such registration statement prior to the Effective
Date. The Company will next file with the Commission
pursuant to Rules 415 and 424(b)(2) or (5) a final
supplement to the form of prospectus included in such
registration statement relating to the Securities and
the offering thereof. As filed, such final prospec-
tus supplement shall include all required information
with respect to the Securities and the offering
thereof and, except to the extent the Representatives
shall agree in writing to a modification, shall be in
all substantive respects in the form furnished to you
prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only
such specific additional information and other
changes (beyond that contained in the Basic Prospec-
tus and any Preliminary Final Prospectus) as the Com-
pany has advised you, prior to the Execution Time,
will be included or made therein.
(ii) The Company meets the requirements for the
use of Form S-3 under the Act and has filed with the
Commission a registration statement (the file number
of which is set forth in Schedule I hereto) on such
Form, including a basic prospectus, for registration
under the Act of the offering and sale of the Securi-
ties. The Company may have filed one or more amend-
ments thereto, including a Preliminary Final Prospec-
tus, each of which has previously been furnished to
you. The Company will next file with the Commission
either (x) a final prospectus supplement relating to
the Securities in accordance with Rules 43OA and
424(b)(1) or (4), or (y) prior to the effectiveness
of such registration statement, an amendment to such
<PAGE>
-3-
registration statement, including the form of final
prospectus supplement. In the case of clause (x),
the Company has included in such registration state-
ment, as amended at the Effective Date, all informa-
tion (other than Rule 43OA Information) required by
the Act and the rules thereunder to be included in
the Final Prospectus with respect to the Securities
and the offering thereof. As filed, such final pro-
spectus supplement or such amendment and form of
final prospectus supplement shall contain all Rule
43OA Information, together with all other such
required information, with respect to the Securities
and the offering thereof and, except to the extent
the Representatives shall agree in writing to a modi-
fication, shall be in all substantive respects in the
form furnished to you prior to the Execution Time or,
to the extent not completed at the Execution Time,
shall contain only such specific additional informa-
tion and other changes (beyond that contained in the
Basic Prospectus and any Preliminary Final Prospec-
tus) as the Company has advised you, prior to the
Execution Time, will be included or made therein.
b. On the Effective Date, the Registration State-
ment did or will, and when the Final Prospectus is first
filed (if required) in accordance with Rule 424(b) and on
the Closing Date, the Final Prospectus (and any supplement
thereto) will, comply in all material respects with the
applicable requirements of the Act and the Securities
Exchange Act of 1934 (the "Exchange Act") and the respec-
tive rules thereunder; on the Effective Date, the Regis-
tration Statement did not or will not contain any untrue
statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make
the statements therein not misleading; on the Effective
Date and on the Closing Date the Indenture did or will
comply in all material respects with the requirements of
the Trust Indenture Act of 1939 (the "Trust Indenture
Act") and the rules thereunder; and, on the Effective
Date, the Final Prospectus, if not filed pursuant to Rule
424(b), did not or will not, and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date, the Final
Prospectus (together with any supplement thereto) will
not, include any untrue statement of a material fact or
omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances
under which they were made, not misleading; provided,
<PAGE>
-4-
however, that the Company makes no representations or
warranties as to (i) that part of the Registration State-
ment which shall constitute the Statement of Eligibility
(Form T-1) under the Trust Indenture Act of the Trustee or
(ii) the information contained in or omitted from the
Registration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity
with information furnished in writing to the Company by or
on behalf of any Underwriter through the Representatives
specifically for use in connection with the preparation of
the Registration Statement or the Final Prospectus (or any
supplement thereto).
c. The terms which follow, when used in this Agree-
ment, shall have the meanings indicated. The term "the
Effective Date" shall mean each date that the Registration
Statement and any post-effective amendment or amendments
thereto became or become effective. "Execution Time"
shall mean the date and time that this Agreement is exe-
cuted and delivered by the parties hereto. "Basic Pro-
spectus" shall mean the prospectus referred to in para-
graph (a) above contained in the Registration Statement at
the Effective Date including, in the case of a Non-Delayed
Offering, any Preliminary Final Prospectus. "Preliminary
Final Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the
Securities and the offering thereof and is used prior to
filing of the Final Prospectus. "Final Prospectus" shall
mean the prospectus supplement relating to the Securities
that is first filed pursuant to Rule 424(b) after the Exe-
cution Time, together with the Basic Prospectus or, if, in
the case of a Non-Delayed Offering, no filing pursuant to
Rule 424(b) is required, shall mean the form of final pro-
spectus relating to the Securities, including the Basic
Prospectus, included in the Registration Statement at the
Effective Date. "Registration Statement" shall mean the
registration statement referred to in paragraph (a) above,
including incorporated documents, exhibits and financial
statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it
shall become effective) and, in the event any
post-effective amendment thereto becomes effective prior
to the Closing Date (as hereinafter defined), shall also
mean such registration statement as so amended. Such term
shall include any Rule 430A Information deemed to be
included therein at the Effective Date as provided by Rule
430A. "Rue 415", "Rule 424", "Rule 430A" and "Regulation
<PAGE>
-5-
SK" refer to such rules and regulations under the Act.
"Rule 430A Information" means information with respect to
the Securities and the offering thereof permitted to be
omitted from the Registration Statement when it becomes
effective pursuant to Rule 430A. Any reference herein to
the Registration Statement, the Basic Prospectus, any Pre-
liminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated
by reference therein pursuant to item 12 of Form S-3 which
were filed under the Exchange Act on or before the Effec-
tive Date of the Registration Statement or the issue date
of the Basic Prospectus, any Preliminary Final Prospectus
or the Final Prospectus, as the case may be; and any ref-
erence herein to the terms "amend", "amendment" or "sup-
plement" with respect to the Registration Statement, the
Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after
the Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, as the case may be,
deemed to be incorporated therein by reference. A
"Non-Delayed Offering" shall mean an offering of securi-
ties which is intended to commence promptly after the
effective date of a registration statement, with the
result that, pursuant to Rules 415 and 430A, all informa-
tion (other than Rule 430A Information) with respect to
the securities so offered must be included in such regis-
tration statement at the effective date thereof. A
"Delayed Offering" shall mean an offering of securities
pursuant to Rule 415 which does not commence promptly
after the effective date of a registration statement with
the result that only information required pursuant to Rule
415 need be included in such registration statement at the
effective date thereof with respect to the securities so
offered. Whether the offering of the Securities is a
Non-Delayed Offering or a Delayed Offering shall be set
forth in Schedule I hereto.
2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and warran-
ties herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price
set forth in Schedule I hereto, the principal amount of Securi-
ties set forth opposite such Underwriter's name in Schedule II
hereto, except that, if Schedule I hereto provides for the sale
<PAGE>
-6-
of Securities pursuant to delayed delivery arrangements, the
respective principal amounts of Securities to be purchased by
the Underwriters shall be as set forth in Schedule II hereto
less the respective amounts of Contract Securities determined
as provided below. Securities to be purchased by the Under-
writers are herein sometimes called the "Underwriters' Securi-
ties" and Securities to be purchased pursuant to Delayed Deliv-
ery Contracts as hereinafter provided are herein called "Con-
tract Securities".
If so provided in Schedule I hereto, the Underwriters
are authorized to solicit offers to purchase Securities from
the Company pursuant to delayed delivery contracts ("Delayed
Delivery Contracts") substantially in the form of Schedule III
hereto but with such changes therein as the Company may autho-
rize or approve. The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will
pay to the Representatives, for the account of the Underwrit-
ers, on the Closing Date, the percentage set forth in Schedule
I hereto of the principal amount of the Securities for which
Delayed Delivery Contracts are made. Delayed Delivery Con-
tracts are to be with institutional investors, including com-
mercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institu-
tions. The Company will enter into Delayed Delivery Contracts
in all cases where sales of Contract Securities arranged by the
Underwriters have been approved by the Company but, except as
the Company may otherwise agree, each such Delayed Delivery
Contract must be for not less than the minimum principal amount
set forth in Schedule I hereto and the aggregate principal
amount of Contract Securities may not exceed the maximum aggre-
gate principal amount set forth in Schedule I hereto. The
Underwriters will not have any responsibility in respect of the
validity or performance of Delayed Delivery Contracts. The
principal amount of Securities to be purchased by each Under-
writer as set forth in Schedule II hereto shall be reduced by
an amount which shall bear the same proportion to the total
principal amount of Contract Securities as the principal amount
of Securities set forth opposite the name of such Underwriter
bears to the aggregate principal amount set forth in Schedule
II hereto, except to the extent that you determine that such
reduction shall be otherwise than in such proportion and so
advise the Company in writing; provided, however, that the
total principal amount of Securities to be purchased by all
Underwriters shall be the aggregate principal amount set forth
in Schedule II hereto less the aggregate principal amount of
Contract Securities.
<PAGE>
-7-
3. Delivery and Payment. Delivery of and payment
for the Underwriters' Securities shall be made at the office,
on the date and at the time specified in Schedule I hereto (or
such later date not later than five business days after such
specified date as the Representatives shall designate), which
date and time may be postponed by agreement between the Repre-
sentatives and the Company or as provided in Section 8 hereof
(such date and time of delivery and payment for the Underwrit-
ers' Securities being herein called the "Closing Date").
Delivery of the Underwriters' Securities shall be made to the
Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters
through the Representatives of the purchase price thereof to or
upon the order of the Company by certified or official bank
check or checks drawn on or by a New York Clearing House bank
and payable in next day funds or by wire transfer in same-day
funds to an account or accounts designated by the Company (the
Company shall pay the Representatives the overnight cost of
providing such immediately available funds). Certificates for
the Underwriters' Securities shall be registered in such names
and in such denominations as the Representatives may request
not less than three full business days in advance of the Clos-
ing Date.
The Company agrees to have the Underwriters' Securi-
ties available for inspection, checking and packaging by the
Representatives in New York, New York, not later than 1:00 PM
on the business day prior to the Closing Date.
4. Agreements. The Company agrees with the several
Underwriters that:
a. The Company will use its best efforts to cause
the Registration Statement, if not effective at the Execu-
tion Time, and any amendment thereto, to become effective.
Prior to the termination of the offering of the Securi-
ties, the Company will not file any amendment of the Reg-
istration Statement or supplement (including the Final
Prospectus or any Preliminary Final Prospectus) to the
Basic Prospectus unless the Company has furnished you with
a copy for your review prior to filing and will not file
any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the
Company will cause the Final Prospectus, properly com-
pleted, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule
424(b) within the time period prescribed and will provide
<PAGE>
-8-
evidence satisfactory to the Representatives of such
timely filing. The Company will promptly advise the Rep-
resentatives (i) when the Registration Statement, if not
effective at the Execution Time, and any amendment
thereto, shall have become effective, (ii) when the Final
Prospectus, and any supplement thereto, shall have been
filed with the Commission pursuant to Rule 424(b), (iii)
when, prior to termination of the offering of the Securi-
ties, any amendment to the Registration Statement shall
have been filed or become effective, (iv) of any request
by the Commission for any amendment of the Registration
Statement or supplement to the Final Prospectus or for any
additional information, (v) of the issuance by the Commis-
sion of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening
of any proceeding for that purpose and (vi) of the receipt
by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale
in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will use its
best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the
withdrawal thereof.
b. If, at any time when a prospectus relating to
the Securities is required to be delivered under the Act,
any event occurs as a result of which the Final Prospectus
as then supplemented would include any untrue statement of
a material fact or omit to state any material fact neces-
sary in order to make the statements therein, in the light
of the circumstances under which they were made, not mis-
leading, or if it shall be necessary to amend the Regis-
tration Statement or supplement the Final Prospectus to
comply with the Act or the Exchange Act or the respective
rules thereunder, the Company promptly will prepare and
file with the Commission, subject to the second sentence
of paragraph (a) of this Section 4, an amendment or sup-
plement which will correct such statement or omission or
effect such compliance.
c. As soon as practicable, the Company will make
generally available to its security holders and to the
Representatives an earnings statement or statements of the
Company and its subsidiaries which will satisfy the provi-
sions of Section 11(a) of the Act and Rule 158 under the
Act.
<PAGE>
-9-
d. The Company will furnish to the Representatives
and counsel for the Underwriters, without charge, copies
of the Registration Statement (including exhibits thereto)
and, so long as delivery of a prospectus by an Underwriter
or dealer may be required by the Act, as many copies of
any Preliminary Final Prospectus and the Final Prospectus
and any supplement thereto as the Representatives may rea-
sonably request. The Company will pay the expenses of
printing or other production of all documents relating to
the offering.
e. The Company will furnish to the Representatives
and their counsel such information as may be reasonably
required by and otherwise to cooperate with, the Represen-
tatives in qualifying the Securities for offering and sale
under the securities or blue sky laws of such states as
the Representatives may designate (including the provi-
sions of Florida blue sky law, if requested, relating to
issuers doing business with Cuba) and to maintain such
qualifications in effect as long as required for the dis-
tribution of the Securities, provided that the Company
shall not be required to qualify as a foreign corporation
or a dealer or to consent to the service of process under
the laws of any such state (except service of process with
respect to the offering and sale of the Securities) or to
take any action which would or could subject the Company
to taxation in any state where it is not now so subject;
and to promptly advise the Representatives of the receipt
by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale
in any jurisdiction or the initiation or threatening of
any proceeding for such purpose.
5. Conditions to the Obligations of the Underwrit-
ers. The obligations of the Underwriters to purchase the
Underwriters' Securities shall be subject to the accuracy of
the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date,
to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the perfor-
mance by the Company of its obligations hereunder and to the
following additional conditions:
a. If the Registration Statement has not become
effective prior to the Execution Time, unless the Repre-
sentatives agree in writing to a later time, the Registra-
tion Statement will become effective not later than (i)
<PAGE>
-10-
6:00 P.M., New York City time, on the date of determina-
tion of the public offering price, if such determination
occurred at or prior to 3:00 P.M., New York City time,
on such date or (ii) 12:00 Noon, New York City time, on
the business day following the day on which the public
offering price was determined, if such determination
occurred after 3:00 P.M., New York City time, on such
date; if filing of the Final Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Final
Prospectus, and any such supplement, shall have been filed
in the manner and within the time period required by Rule
424(b); and no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or
threatened.
b. The Company shall have furnished to the Repre-
sentatives the opinion of Clifford B. Storms, Esq., Senior
Vice President and General Counsel for the Company, dated
the Closing Date, to the effect that:
(i) each of the Company and the Subsidiaries of
the Company set forth in Schedule IV hereto (individ-
ually a "Subsidiary" and collectively the "Subsidiar-
ies") has been duly incorporated and is validly
existing as a corporation in good standing under the
laws of the jurisdiction in which it is chartered or
organized (which jurisdiction is set forth in Sched-
ule IV hereto), with full corporate power and author-
ity to own its properties and conduct its business as
described in the Final Prospectus, and is duly quali-
fied to do business as a foreign corporation and is
in good standing under the laws of each jurisdiction
which requires such qualification wherein it owns or
leases material properties or conducts material
business;
(ii) all the outstanding shares of capital stock
of each Subsidiary have been duly and validly autho-
rized and issued and are fully paid and nonassess-
able, and, except as otherwise set forth in the Final
Prospectus, all outstanding shares of capital stock
of the Subsidiaries are owned by the Company either
directly or through wholly owned subsidiaries free
and clear of any perfected security interest and, to
the knowledge of such counsel after due inquiry, any
<PAGE>
-11-
other security interests, claims, liens or
encumbrances;
(iii) the Company's authorized equity capitaliza-
tion is as set forth in the Final Prospectus; the
Securities conform in all material respects to the
description thereof contained in the Final Prospec-
tus; [if the Securities are to be listed on any stock
exchange, insert: and authorization for listing on
the Exchange has been given, subject to
official notice of issuance and evidence of satisfac-
tory distribution, or the Company has filed a pre-
liminary listing application and all required sup-
porting documents with respect to the Securities with
such stock exchange and such counsel has no reason to
believe that the Securities will not be authorized
for listing, subject to official notice of issuance
and evidence of satisfactory distribution;]
(iv) the Indenture has been duly authorized,
executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act, and assuming
due authorization, execution and delivery thereof by
the Trustee, constitutes a legal, valid and binding
instrument enforceable against the Company in accor-
dance with its terms, except as enforceability may be
limited by bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or affecting
creditors' rights generally, by general equitable
principles (regardless of whether such enforceability
is considered in a proceeding in equity or at law) or
by an implied covenant of good faith and fair deal-
ing; and the Securities have been duly authorized
and, when executed and authenticated in accordance
with the provisions of the Indenture and delivered to
and paid for by the Underwriters pursuant to this
Agreement, in the case of the Underwriters' Securi-
ties, or by the purchasers thereof pursuant to
Delayed Delivery Contracts, in the case of any Con-
tract Securities, will constitute legal, valid and
binding obligations of the Company entitled to the
benefits of the Indenture, except as enforceability
may be limited by bankruptcy, reorganization, insol-
vency, moratorium or other laws relating to or
affecting creditors' rights generally, by general
equitable principles (regardless of whether such
enforceability is considered in a proceeding in
<PAGE>
-12-
equity or at law) or by an implied covenant of good
faith and fair dealing;
(v) to the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental agency,
authority or body or any arbitrator involving the
Company or any of its subsidiaries, of a character
required to be disclosed in the Registration State-
ment which is not adequately disclosed in the Final
Prospectus, and there is no franchise, contract or
other document of a character required to be
described in the Registration Statement or Final Pro-
spectus, or to be filed as an exhibit, which is not
described or filed as required; and the statements
included or incorporated in the Final Prospectus
describing any legal proceedings or material con-
tracts or agreements relating to the Company fairly
summarize such matters in all material respects;
(vi) the Registration Statement and any amend-
ments thereof, have become effective under the Act;
any required filing of the Basic Prospectus, any Pre-
liminary Final Prospectus and the Final Prospectus,
and any supplements thereto, pursuant to Rule 424(b)
has been made in the manner and within the time
period required by Rule 424(b); and to the best
knowledge of such counsel, no stop order suspending
the effectiveness of the Registration Statement as
amended has been issued, no proceedings for that pur-
pose have been instituted or threatened, and the Reg-
istration Statement and the Final Prospectus (other
than the financial statements and other financial and
statistical information contained therein as to which
such counsel need express no opinion) comply as to
form in all material respects with the applicable
requirements of the Act and the Exchange Act and the
respective rules and regulations thereunder;
(vii) this Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and
delivered by the Company;
(viii) no consent, approval, authorization or
order of any court or governmental agency or body is
required for the consummation of the transactions
contemplated herein or in any Delayed Delivery
<PAGE>
-13-
Contracts, except such as have been obtained under
the Act and such as may be required under the blue
sky laws of any jurisdiction in connection with the
purchase and distribution of the Securities by the
Underwriters and such other approvals (specified in
such opinion) as have been obtained;
(ix) neither the execution and delivery of the
Indenture, the issue and sale of the Securities, nor
the consummation of any other of the transactions
herein contemplated nor the fulfillment of the terms
hereof or of any Delayed Delivery Contracts will con-
flict with, result in a breach of, or constitute a
default under the charter or by-laws of the Company
or the terms of any indenture or other agreement or
instrument known to such counsel and to which the
Company or any of its subsidiaries is a party or
bound, or any order or regulation known to such coun-
sel to be applicable to the Company or any of its
subsidiaries of any court, regulatory body, adminis-
trative agency, governmental body or arbitrator hav-
ing jurisdiction over the Company or any of its sub-
sidiaries, except for such conflict, breach or
default which, whether individually or in the aggre-
gate, would not be expected to have to have a mate-
rial adverse affect on the operations business or
financial condition of the Company and its subsidiar-
ies, taken as a whole; and
(x) no holders of securities of the Company
have rights to the registration of such securities
under the Registration Statement.
In addition, such counsel shall state that he has
participated in conferences with officers and other repre-
sentatives of the Company, representatives of the indepen-
dent public accountants of the Company and representatives
of the Underwriters, at which the contents of the Regis-
tration Statement and Prospectus were discussed and,
although such counsel has not independently verified, is
not passing upon and does not assume responsibility for,
the accuracy, completeness or fairness of the statements
contained in the Registration Statement or Prospectus, no
facts have come to the attention of such counsel, in the
course of such participation, that causes him to believe
that the Registration Statement, or any post-effective
amendment thereto, as of the date it was declared
<PAGE>
-14-
effective, contained an untrue statement of a material
fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein
not misleading, or that the Prospectus or any supplement
thereto, at the date of such Prospectus or such supplement
and at all times up to and including the Closing Date,
contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact required
to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading (it being
understood that such counsel need express no opinion with
respect to the financial statements and schedules and
other financial and statistical data included in the Reg-
istration Statement or Prospectus or with respect to the
Trustee's Statement of Eligibility on Form T-1).
In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdic-
tion other than the corporate laws of the State of Dela-
ware or the laws of the State of New York or the United
States, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good stand-
ing believed to be reliable and who are satisfactory to
counsel for the Underwriters and (B) as to matters of
fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials.
References to the Final Prospectus in this paragraph (b)
include any supplements thereto at the Closing Date.
c. The Representatives shall have received from
Cahill Gordon & Reindel, counsel for the Underwriters,
such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Securities, the
Indenture, any Delayed Delivery Contracts, the Registra-
tion Statement, the Final Prospectus (together with any
supplement thereto) and other related matters as the Rep-
resentatives may reasonably require, and the Company
shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass
upon such matters.
d. The Company shall have furnished to the Repre-
sentatives a certificate of the Company, signed by the
Chairman of the Board or the President or a Senior Vice
President and the Treasurer or the Comptroller of the
Company, dated the Closing Date, to the effect that the
<PAGE>
-15-
signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus, any supple-
ment to the Final Prospectus and this Agreement and that:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the Closing Date with
the same effect as if made on the Closing Date and
the Company has complied with all the agreements and
satisfied all the conditions on its part to be per-
formed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or,
to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Final Prospectus (exclu-
sive of any supplement thereto), there has been no
material adverse change in the condition (financial
or other), earnings, business or properties of the
Company and its subsidiaries, whether or not arising
from transactions in the ordinary course of business,
except as set forth in or contemplated in the Final
Prospectus (exclusive of any supplement thereto).
e. The Representatives shall have received from the
Company's independent public accountants letters dated,
respectively, as of the Execution Time and the Closing
Date, and addressed to the Underwriters containing state-
ments and information of the type customarily included in
accountants' "comfort letters" to underwriters.
f. Subsequent to the Execution Time or, if earlier,
the dates as of which information is given in the Regis-
tration Statement (exclusive of any amendment thereof) and
the Final Prospectus (exclusive of any supplement
thereto), there shall not have been (i) any change or
decrease specified in the letter or letters referred to in
paragraph (e) of this Section 5 or (ii) any change, or any
development involving a prospective change, in or affect-
ing the business or properties of the Company or its sub-
sidiaries, the effect of which in any case referred to in
clause (i) or (ii) above, is, in the judgment of the Rep-
resentatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or
<PAGE>
-16-
the delivery of the Securities as contemplated by the Reg-
istration Statement (exclusive of any amendment thereof)
and the Final Prospectus (exclusive of any supplement
thereto).
g. Subsequent to the Execution Time, there shall
not have been any decrease in the ratings of any of the
Company's debt securities by Moody's Investors Service,
Inc. or Standard & Poor's Corporation.
h. Prior to the Closing Date, the Company shall
have furnished to the Representatives such further infor-
mation, certificates and documents as the Representatives
may reasonably request.
i. The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement
shall not be in all material respects reasonably satisfactory
in form and substance to the Representatives and its counsel,
this Agreement and all obligations of the Underwriters hereun-
der may be canceled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation shall
be given to the Company in writing or by telephone or telegraph
confirmed in writing.
6. Reimbursement of Underwriters' Expenses. If
the sale of the Securities provided for herein is not consum-
mated because any condition to the obligations of the Under-
writers set forth in Section 5 hereof is not satisfied, because
of any termination pursuant to Section 9 hereof or because of
any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision
hereof other than by reason of a default by any of the Under-
writers, the Company will reimburse the Underwriters severally
upon demand for all reasonable out-of-pocket expenses (includ-
ing reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed pur-
chase and sale of the Securities.
<PAGE>
-17-
7. Indemnification and Contribution. (a) The Com-
pany agrees to indemnify and hold harmless each Underwriter
and each person who controls any Underwriter within the meaning
of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regula-
tion, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registra-
tion statement for the registration of the Securities as origi-
nally filed or in any amendment thereof, or in the Basic Pro-
spectus, any Preliminary Final Prospectus or the Final Prospec-
tus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i)
the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or
is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reli-
ance upon and in conformity with written information furnished
to the Company by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the
preparation thereof and (ii) such indemnity with respect to the
Basic Prospectus or any Preliminary Final Prospectus shall not
inure to the benefit of any Underwriter (or any person control-
ling such Underwriter) from whom the person asserting any such
loss, claim, damage or liability purchased the Securities which
are the subject thereof if such person did not receive a copy
of the Final Prospectus (or the Final Prospectus as supple-
mented) excluding documents incorporated therein by reference
at or prior to the confirmation of the sale of such Securities
to such person in any case where such delivery is required by
the Act and the untrue statement or omission of a material fact
contained in the Basic Prospectus or any Preliminary Final Pro-
spectus was corrected in the Final Prospectus (or the Final
Prospectus as supplemented). This indemnity agreement will be
in addition to any liability which the Company may otherwise
have.
<PAGE>
-18-
b. Each Underwriter severally agrees to indemnify
and hold harmless the Company, each of its directors, each of
its officers who signs the Registration Statement, and each
person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the fore-
going indemnity from the Company to each Underwriter, but only
with reference to written information relating to such Under-
writer furnished to the Company by or on behalf of such Under-
writer through the Representatives specifically for use in the
preparation of the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Com-
pany acknowledges that the statements set forth in the last
paragraph of the cover page, under the headings "Underwriting"
and "Plan of Distribution" and, if Schedule I hereto provides
for sales of Securities pursuant to delayed delivery arrange-
ments, in the last sentence under the heading "Delayed Delivery
Arrangements" in any Preliminary Final Prospectus or the Final
Prospectus constitute the only information furnished in writing
by or on behalf of the several Underwriters for inclusion in
the documents referred to in the foregoing indemnity, and you,
as the Representatives, confirm that such statements are
correct.
c. Promptly after receipt by an indemnified party
under this Section 7 of notice of the commencement of any
action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the com-
mencement thereof; but the omission so to notify the indemnify-
ing party will not relieve it from any liability which it may
have to any indemnified party otherwise than under this Section
7. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commence-
ment thereof, the indemnifying party will be entitled to
appoint counsel satisfactory to such indemnified party to rep-
resent the indemnified party in such action; provided, however,
that if the defendants in any such action include both the
indemnified party and the indemnifying party and the indem-
nified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties
which are different from or additional to those available to
the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to defend such action
on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party
of its election so to appoint counsel to defend such action and
<PAGE>
-19-
approval by the indemnified party of such counsel, the indemni-
fying party will not be liable to such indemnified party under
this Section 7 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the
next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by the Representatives in
the case of paragraph (a) of this Section 7, representing the
indemnified parties under such paragraph (a) who are parties to
such action), (ii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party;
and except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to
in such clause (i) or (iii).
d. In order to provide for just and equitable con-
tribution in circumstances in which the indemnification pro-
vided for in paragraph (a) of this Section 7 is due in accor-
dance with its terms but is for any reason held by a court to
be unavailable from the Company on grounds of policy or other-
wise, the Company and the Underwriters shall contribute to the
aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and one
or more of the Underwriters may be subject in such proportion
so that the Underwriters are responsible for that portion rep-
resented by the percentage that the underwriting discount bears
to the sum of such discount and the purchase price of the Secu-
rities specified in Schedule I hereto and the Company is
responsible for the balance; provided, however, that (y) in no
case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the
underwriting discount applicable to the Securities purchased by
such Underwriter hereunder and (z) no person guilty of fraudu-
lent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For pur-
poses of this Section 7, each person who controls an Under-
writer within the meaning of the Act shall have the same rights
to contribution as such Underwriter, and each person who
<PAGE>
-20-
controls the Company within the meaning of either the Act or
the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Com-
pany shall have the same rights to contribution as the Company,
subject in each case to clause (z) of this paragraph (d). Any
party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution
may be made against another party or parties under this para-
graph (d), notify such party or parties from whom contribution
may be sought, but the omission to so notify such party or par-
ties shall not relieve the party or parties from whom contribu-
tion may be sought from any other obligation it or they may
have hereunder or otherwise than under this paragraph (d).
8. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the
Securities agreed to be purchased by such Underwriter or Under-
writers hereunder and such failure to purchase shall constitute
a default in the performance of its or their obligations under
this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective propor-
tions which the amount of Securities set forth opposite their
names in Schedule II hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining
Underwriters) the Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase; provided, how-
ever, that in the event that the aggregate amount of Securities
which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of
Securities set forth in Schedule II hereto, the remaining
Underwriters shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the Securities,
and if such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability to
any nondefaulting Underwriter or the Company. In the event of
a default by any Underwriter as set forth in this Section 8,
the closing date shall be postponed for such period, not
exceeding seven days, as the Representatives shall determine in
order that the required changes in the Registration Statement
and the Final Prospectus or in any other documents or arrange-
ments may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if
any, to the Company and any nondefaulting Underwriter for dam-
ages occasioned by its default hereunder.
<PAGE>
-21-
9. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives,
by notice given to the Company prior to delivery of and payment
for the Securities, if prior to such time (i) trading in the
Company's Common Stock shall have been suspended by the Commis-
sion or the New York, Midwest or Pacific Stock Exchange or
trading in securities generally on the New York Stock Exchange
shall have been suspended or limited or minimum prices shall
have been established on such Exchange, (ii) a banking morato-
rium shall have been declared either by Federal or New York
State authorities or (iii) there shall have occurred any out-
break or material escalation of hostilities or other calamity
or crisis the effect of which on the financial markets of the
United States is such as to make it, in the judgment of the
Representatives, impracticable to market the Securities.
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of the
Underwriters set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any inves-
tigation made by or on behalf of any Underwriter or the Company
or any of the officers, directors or controlling persons
referred to in Section 7 hereof, and will survive delivery of
and payment for the Securities. The provisions of Sections 6
and 7 hereof shall survive the termination or cancellation of
this Agreement.
11. Notices. All communications hereunder will be
in writing and effective only on receipt, and, if sent to the
Representatives, will be mailed, delivered or telegraphed and
confirmed to them, at the address specified in Schedule I
hereto; or, if sent to the Company, will be mailed, delivered
or telegraphed and confirmed to it at International Plaza, P.O.
Box 8000, Englewood Cliffs, New Jersey 07632, attention of the
Senior Vice President and General Counsel.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and con-
trolling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of
New York.
<PAGE>
-22-
If the foregoing is in accordance with your under-
standing of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among the Com-
pany and the several Underwriters.
Very truly yours,
CPC International Inc.
By:
[Title]
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
[[Name of Representative]
_________________________
(name of comanager, if any)
By: [Name of Representative]
By:
[Title]
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.]
[[Name of Representative]
By:
[Title]
For itself and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.]
<PAGE>
SCHEDULE I
Underwriting Agreement dated
Registration Statement No. 33-
Representative(s): [Name of Representative]
[Name of comanager, if any]
[Address of Representative]
Attention:
Title, Purchase Price and Description of Securities:
Title:
Principal amount:
Purchase price (include accrued
interest or amortization, if
any):
Sinking fund provisions:
Redemption provisions:
Other provisions:
Closing Date, Time and Location:
Type of Offering: [Delayed Offering] [Non-Delayed Offering]
Delayed Delivery Arrangements:
Fee:
Minimum principal amount of each contract: $
Maximum aggregate principal amount of all contracts: $
<PAGE>
SCHEDULE II
Principal Amount
of Securities to
Underwriters be Purchased
$
Total.................... $_____________
<PAGE>
SCHEDULE III
Delayed Delivery Contract
[Date]
Salomon Brothers Inc
One New York Plaza
New York, New York 10004
Dear Sirs:
The undersigned hereby agrees to purchase from CPC
International Inc. (the "Company"), and the Company agrees to
sell the undersigned, on 19 (the "Delivery Date"),
$ principal amount of the Company's (the
"Securities") offered by the Company's prospectus dated
, 19 , and related Prospectus Supplement dated
, 19 , receipt of a copy of which is hereby acknowl-
edged, at a purchase price of % of the principal amount
thereof, plus [accrued interest] [amortization of original
issue discount], if any, thereon from , 19 , to the
date of payment and delivery, and on the further terms and con-
ditions set forth in this contract.
Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M., New York
City time, on the Delivery Date to or upon the order of the
Company in New York Clearing House (next day) funds, at your
office or at such other place as shall be agreed between the
Company and the undersigned, upon delivery to the undersigned
of the Securities in definitive fully registered form and in
such authorized denominations and registered in such names as
the undersigned may request by written or telegraphic communi-
cation addressed to the Company not less than five full busi-
ness days prior to the Delivery Date. If no request is
received, the Securities will be registered in the name of the
undersigned and issued in a denomination equal to the aggregate
principal amount of Securities to be purchased by the under-
signed on the Delivery Date.
The obligation of the undersigned to take delivery of
and make payment for Securities on the Delivery Date, and the
obligation of the Company to sell and deliver Securities on the
Delivery Date, shall be subject to the conditions (and neither
party shall incur any liability by reason of the failure
thereof) that (1) the purchase of Securities to be made by the
<PAGE>
undersigned, which purchase the undersigned represents is not
prohibited on the date hereof, shall not on the Delivery Date
be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company, on or before the
Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such principal amount of the Securities as is
to be sold to them pursuant to the Underwriting Agreement
referred to in the Prospectus and Prospectus Supplement men-
tioned above. Promptly after completion of such sale to the
Underwriters, the Company will mail or delivery to the under-
signed at its address set forth below notice to such effect,
accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith. The
obligation of the undersigned to take delivery of and make pay-
ment for the Securities, and the obligation of the Company to
cause the Securities to be sold and delivered, shall not be
affected by the failure of any purchaser to take delivery of
and make payment for the Securities pursuant to other contracts
similar to this contract.
This contract will inure to the benefit of and be
binding upon the parties hereto and their respective succes-
sors, but will not be assignable by either party hereto without
the written consent of the other.
It is understood that acceptance of this contract and
other similar contracts is in the Company's sole discretion
and, without limiting the foregoing, need not be on a first
come, first served basis. If this contract is acceptable to
the Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned, as of the date first above written, when such
counterpart is so mailed or delivered.
III-2
<PAGE>
This agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Very truly yours,
____________________________________
(Name of Purchaser)
By
(Signature and Title of Officer)
______________________________________
(Address)
Accepted:
CPC International Inc.
By ________________________
[Title]
III-3
<PAGE>
SCHEDULE IV
Subsidiaries
of
CPC International Inc.
Arnold Foods Company, Inc.
Best Foods-Caribbean, Inc.
S. B. Thomas, Inc.
EXHIBIT 1.2
CPC International Inc.
U.S. $300,000,000 Medium-Term Notes, Series B
Due More Than Nine Months
From Date of Issue
Selling Agency Agreement
_________ , 1994
New York, New York
SALOMON BROTHERS INC Merrill Lynch & Co.
Seven World Trade Center World Financial Center-North
New York, New York 10048 250 Vesey Street
New York, New York 10281
Ladies and Gentlemen:
CPC International Inc., a Delaware corporation (the
"Company"), confirms its agreement with each of you with respect
to the issue and sale by the Company of up to $300,000,000 aggre-
gate principal amount of its Medium-Term Notes, Series B Due More
Than Nine Months from Date of Issue (the "Notes"). The Notes
will be issued under an indenture (the "Indenture") dated as of
April 15, 1988 between the Company and Bankers Trust Company, as
trustee (the "Trustee"). Unless otherwise specifically provided
for and set forth in a Pricing Supplement (as defined below), the
Notes will be issued in minimum denominations of $1,000 and in
denominations exceeding such amount by integral multiples of
$1,000, or the equivalent thereof in a specified currency of a
country other than the United States or in a composite currency
and in any greater denomination that is an integral multiple of
$1,000 of such specified currency or composite currency. Refer-
ences herein to "$" shall be to United States dollars, and refer-
ences herein to amounts in United States dollars shall be deemed
to refer to the equivalent amount of currencies of countries
other than the United States or composite currencies to the
extent applicable. The Notes will be issued only in fully regis-
tered form and will have the interest rates, maturities and, if
applicable, other terms set forth in such Pricing Supplement.
The Notes will be issued, and the terms thereof established, in
accordance with the Indenture and the Medium-Term Notes
Administrative Procedures attached hereto as Exhibit A (the
"Procedures") (unless a Terms Agreement (as defined in
<PAGE>
-2-
Section 2(b)) modifies or otherwise supersedes such Procedures
with respect to the Notes issued pursuant to such Terms Agree-
ment). The Procedures may be amended only by written agreement
of the Company and you after notice to, and with the approval of,
the Trustee. For the purposes of this Agreement, the term
"Agent" shall refer to any of you acting solely in the capacity
as agent for the Company pursuant to Section 2(a) and not as
principal (collectively, the "Agents"), the term "Purchaser"
shall refer to one of you acting solely as principal pursuant to
Section 2(b) and not as agent, and the term "you" shall refer to
you collectively whether at any time any of you is acting in both
such capacities or in either such capacity. In acting under this
Agreement, in whatever capacity, each of you is acting individu-
ally and not jointly.
1. Representations and Warranties. The Company rep-
resents and warrants to, and agrees with, you as set forth below
in this Section 1. Certain terms used in this Section 1 are
defined in paragraph (d) hereof.
a. The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the
"Act"), and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such Form (File Number: 33- ), including a basic prospec-
tus, which has become effective, for the registration under
the Act of $141,000,000 aggregate principal amount of debt
securities and pursuant to Rule 429 under the Act includes
an additional $159,000,000 aggregate principal amount of
debt securities (collectively, the "Securities") previously
registered by the Company under a registration statement on
Form S-3 (File No. 33-20813). The Securities include the
Notes being offered pursuant to this Agreement. Such regis-
tration statement, as amended at the date of this Agreement,
meets the requirements set forth in Rule 415(a)(1)(ix) or
(x) under the Act and complies in all other material
respects with said Rule. The Company has included in such
registration statement, or has filed or will file with the
Commission pursuant to the applicable paragraph of
Rule 424(b) under the Act, a supplement to the form of pro-
spectus included in such registration statement relating to
the Notes and the plan of distribution thereof (the "Pro-
spectus Supplement"). In connection with the sale of Notes
the Company proposes to file with the Commission pursuant to
the applicable paragraph of Rule 424(b) under the Act fur-
ther supplements to the Prospectus Supplement (each a "Pric-
ing Supplement") specifying the interest rates, maturity
<PAGE>
-3-
dates and, if appropriate, other similar terms of the Notes
sold pursuant hereto or the offering thereof.
b. As of the Execution Time, on the Effective Date,
when any supplement to the Prospectus is filed with the
Commission, as of the date of a Terms Agreement and at the
date of delivery by the Company of any Notes sold hereunder
(a "Closing Date"), (i) the Registration Statement, as
amended as of any such time, and the Prospectus, as supple-
mented as of any such time, and the Indenture will comply in
all material respects with the applicable requirements of
the Act, the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the respective
rules thereunder; (ii) the Registration Statement, as
amended as of any such time, did not or will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and
(iii) the Prospectus, as supplemented as of any such time,
will not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as
to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or
the Prospectus (or any supplement thereto) in reliance upon
and in conformity with information furnished in writing to
the Company by any of you specifically for inclusion in the
Registration Statement or the Prospectus (or any supplement
thereto).
c. As of the time any Notes are issued and sold here-
under, the Indenture will constitute a legal, valid and
binding instrument enforceable against the Company in accor-
dance with its terms and such Notes will have been duly
authorized, executed, authenticated and, when paid for by
the purchasers thereof, will constitute legal, valid and
binding obligations of the Company entitled to the benefits
of the Indenture.
d. The terms which follow, when used in this Agree-
ment, shall have the meanings indicated. The term "the
Effective Date" shall mean each date that the Registration
<PAGE>
-4-
Statement and any post-effective amendment or amendments
thereto became or become effective and each date after the
date hereof on which a document incorporated by reference in
the Registration Statement is filed. "Execution Time" shall
mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Basic Prospectus" shall
mean the form of basic prospectus relating to the Securities
contained in the Registration Statement at the Effective
Date. "Prospectus" shall mean the Basic Prospectus as
supplemented by the Prospectus Supplement and, if the con-
text so requires, the applicable Pricing Supplement.
"Registration Statement" shall mean the registration state-
ment referred to in paragraph (a) above, including incorpo-
rated documents, exhibits and financial statements, as
amended at the Execution Time. "Rule 415" and "Rule 424"
refer to such rules under the Act. Any reference herein to
the Registration Statement, the Basic Prospectus, the Pro-
spectus Supplement or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3, which were filed
under the Exchange Act on or before the Effective Date of
the Registration Statement or the issue date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as
the case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement or
the issue date of the Basic Prospectus, the Prospectus Sup-
plement or the Prospectus, as the case may be, deemed to be
incorporated therein by reference.
2. Appointment of Agents; Solicitation by the Agents
of Offers To Purchase; Sales of Notes to a Purchaser.
a. Subject to the terms and conditions set forth herein, the
Company hereby authorizes each of the Agents to act as its agent
to solicit offers for the purchase of all or part of the Notes
from the Company.
On the basis of the representations and warranties, and
subject to the terms and conditions, set forth herein, each of
the Agents agrees, as agent of the Company, to use its reasonable
efforts to solicit offers to purchase the Notes from the Company
upon the terms and conditions set forth in the Prospectus (and
any supplement thereto) and in the Procedures. Each Agent shall
make reasonable efforts to assist the Company in obtaining
<PAGE>
-5-
performance by each purchaser whose offer to purchase Notes has
been solicited by such Agent and accepted by the Company, but
such Agent shall not, except as otherwise provided in this Agree-
ment, be obligated to disclose the identity of any purchaser or
have any liability to the Company in the event any such purchase
is not consummated for any reason. Except as provided in
Section 2(b), under no circumstances will any Agent be obligated
to purchase any Notes for its own account. It is understood and
agreed, however, that any Agent may purchase Notes as principal
pursuant to Section 2(b).
The Company reserves the right, in its sole discretion,
to instruct the Agents to suspend at any time, for any period of
time or permanently, the solicitation of offers to purchase
Notes. Upon receipt of instructions from the Company, the Agents
will forthwith suspend solicitation of offers to purchase Notes
from the Company until such time as the Company has advised them
that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, on
the Closing Date with respect to each sale of Notes by the Com-
pany as a result of a solicitation made by such Agent, in an
amount equal to that percentage specified in Schedule I hereto of
the aggregate principal amount of the Notes sold by the Company.
Such commission shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited by
an Agent as agent for the Company at such time and in such
amounts as such Agent deems advisable. The Company may from time
to time offer Notes for sale otherwise than through an Agent;
provided, however, that so long as this Agreement is in effect
the Company shall not solicit or accept offers to purchase Notes
through any agent other than an Agent.
If the Company shall default in its obligations to
deliver Notes to a purchaser whose offer it has accepted, the
Company shall indemnify and hold each of you harmless against any
loss, claim or damage arising from or as a result of such default
by the Company.
b. Subject to the terms and conditions stated herein,
whenever the Company and any of you determines that the Company
shall sell Notes directly to any of you as principal, each such
sale of Notes shall be made in accordance with the terms of this
Agreement and a supplemental agreement relating to such sale.
Each such supplemental agreement (which may be either an oral or
<PAGE>
-6-
written agreement) is herein referred to as a "Terms Agreement".
Each Terms Agreement shall describe the Notes to be purchased by
the Purchaser pursuant thereto and shall specify the aggregate
principal amount of such Notes, the price to be paid to the Com-
pany for such Notes, the maturity date of such Notes, the rate at
which interest will be paid on such Notes, the dates on which
interest will be paid on such Notes and the record date with
respect to each such payment of interest, the Closing Date for
the purchase of such Notes, the place of delivery of the Notes
and payment therefor, the method of payment and any requirements
for the delivery of opinions of counsel, certificates from the
Company or its officers or a letter from the Company's indepen-
dent public accountants as described in Section 6(b). Any such
Terms Agreement may also specify the period of time referred to
in Section 4(m). Any written Terms Agreement may be in the form
attached hereto as Exhibit B. The Purchaser's commitment to pur-
chase Notes shall be deemed to have been made on the basis of the
representations and warranties of the Company herein contained
and shall be subject to the terms and conditions herein set
forth.
Delivery of the certificates for Notes sold to the Pur-
chaser pursuant to a Terms Agreement shall be made not later than
the Closing Date agreed to in such Terms Agreement, against pay-
ment of funds to the Company in the net amount due to the Company
for such Notes by the method and in the form set forth in the
Procedures unless otherwise agreed to between the Company and the
Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the
Purchaser in a Terms Agreement, any Note sold to a Purchaser
(i) shall be purchased by such Purchaser at a price equal to 100%
of the principal amount thereof less a percentage equal to the
commission applicable to an agency sale of a Note of identical
maturity and (ii) may be resold by such Purchaser at varying
prices from time to time or, if set forth in the applicable Terms
Agreement and Pricing Supplement, at a fixed public offering
price. In connection with any resale of Notes purchased, a Pur-
chaser may use a selling or dealer group and may reallow to any
broker or dealer any portion of the discount or commission pay-
able pursuant hereto.
3. Offering and Sale of Notes. Each Agent and the
Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the Procedures.
<PAGE>
-7-
4. Agreements. The Company agrees with you that:
a. Prior to the termination of the offering of the
Notes (including by way of resale by a Purchaser of Notes),
the Company will not file any amendment of the Registration
Statement or supplement to the Prospectus (except for
(i) periodic or current reports filed under the Exchange
Act, (ii) a supplement relating to any offering of Notes
providing solely for the specification of or a change in the
maturity dates, interest rates, issuance prices or other
similar terms of any Notes or (iii) a supplement relating to
an offering of Securities other than the Notes) unless the
Company has furnished each of you a copy for your review
prior to filing and given each of you a reasonable opportu-
nity to comment on any such proposed amendment or supple-
ment. Subject to the foregoing sentence, the Company will
cause each supplement to the Prospectus to be filed with the
Commission pursuant to the applicable paragraph of
Rule 424(b) within the time period prescribed and will pro-
vide evidence satisfactory to you of such filing. The Com-
pany will promptly advise each of you (i) when the Prospec-
tus, and any supplement thereto, shall have been filed with
the Commission pursuant to Rule 424(b), (ii) when, prior to
termination of any offering of Notes, any amendment of the
Registration Statement shall have been filed or become
effective, (iii) of any request by the Commission for any
amendment of the Registration Statement or supplement to the
Prospectus or for any additional information, (iv) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institu-
tion or threatening of any proceeding for that purpose and
(v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Notes
for sale in any jurisdiction or the initiation or threaten-
ing of any proceeding for such purpose. The Company will
use its best efforts to prevent the issuance of any such
stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
b. If, at any time when a prospectus relating to the
Notes is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then supple-
mented would include any untrue statement of a material fact
or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading, or if it shall be
necessary to amend the Registration Statement or to
<PAGE>
-8-
supplement the Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, the Company
promptly will (i) notify each of you to suspend solicitation
of offers to purchase Notes (and, if so notified by the Com-
pany, each of you shall forthwith suspend such solicitation
and cease using the Prospectus as then supplemented),
(ii) prepare and file with the Commission, subject to the
first sentence of paragraph (a) of this Section 4, an amend-
ment or supplement which will correct such statement or
omission or effect such compliance and (iii) supply any
supplemented Prospectus to each of you in such quantities as
you may reasonably request. If such amendment or supple-
ment, and any documents, certificates and opinions furnished
to each of you pursuant to paragraph (g) of this Section 4
in connection with the preparation or filing of such amend-
ment or supplement are satisfactory in all respects to you,
you will, upon the filing of such amendment or supplement
with the Commission and upon the effectiveness of an amend-
ment to the Registration Statement, if such an amendment is
required, resume your obligation to solicit offers to pur-
chase Notes hereunder.
c. The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the
Act, will file promptly all documents required to be filed
with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act and will furnish to each of you
copies of such documents. In addition, on or prior to the
date on which the Company makes any announcement to the gen-
eral public concerning earnings or concerning any other
event which is required to be described, or which the Com-
pany proposes to describe, in a document filed pursuant to
the Exchange Act, the Company will furnish to each of you
the information contained or to be contained in such
announcement. The Company also will furnish to each of you
copies of all press releases or announcements furnished to
news or wire services and any other material press releases
and announcements. The Company will immediately notify each
of you of (i) any decrease in the rating of the Notes or any
other debt securities of the Company by any "nationally rec-
ognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act) or (ii) any notice
given of any intended or potential decrease in any such rat-
ing or of a possible change in any such rating that does not
indicate the direction of the possible change, as soon as
the Company learns of any such decrease or notice.
<PAGE>
-9-
d. As soon as practicable, the Company will make gen-
erally available to its security holders and to each of you
an earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of
Section 11(a) of the Act and Rule 158 under the Act.
e. The Company will furnish to each of you and your
counsel, without charge, copies of the Registration State-
ment (including exhibits thereto) and, so long as delivery
of a prospectus may be required by the Act, as many copies
of the Prospectus and any supplement thereto as you may rea-
sonably request.
f. The Company will arrange for the qualification of
the Notes for sale under the laws of such jurisdictions as
any of you may designate, will maintain such qualifications
in effect so long as required for the distribution of the
Notes, and, if requested by an Agent, will arrange for the
determination of the legality of the Notes for purchase by
institutional investors.
g. The Company shall furnish to each of you such
information, documents, certificates of officers of the Com-
pany and opinions of counsel for the Company relating to the
business, operations and affairs of the Company, the Regis-
tration Statement, the Prospectus, and any amendments
thereof or supplements thereto, the Indenture, the Notes,
this Agreement, the Procedures and the performance by the
Company and you of its and your respective obligations here-
under and thereunder as any of you may from time to time and
at any time prior to the termination of this Agreement rea-
sonably request.
h. The Company shall, whether or not any sale of the
Notes is consummated, (i) pay all expenses incident to the
performance of its obligations under this Agreement and any
Terms Agreement, including the fees and disbursements of its
accountants and counsel, the cost of printing or other pro-
duction and delivery of the Registration Statement, the Pro-
spectus, all amendments thereof and supplements thereto, the
Indenture, this Agreement, any Terms Agreement and all other
documents relating to the offering, the cost of preparing,
printing, packaging and delivering the Notes, the fees and
disbursements, including fees of counsel, incurred in com-
pliance with Section 4(f), the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes,
(ii) reimburse each of you as requested for all
<PAGE>
-10-
out-of-pocket expenses (including without limitation adver-
tising expenses), if any, incurred by you in connection with
this Agreement and (iii) pay the fees and expenses of your
counsel incurred in connection with this Agreement.
i. Each acceptance by the Company of an offer to pur-
chase Notes will be deemed to be an affirmation that its
representations and warranties contained in this Agreement
are true and correct at the time of such acceptance, as
though made at and as of such time, and a covenant that such
representations and warranties will be true and correct at
the time of delivery to the purchaser of the Notes relating
to such acceptance, as though made at and as of such time
(it being understood that for purposes of the foregoing
affirmation and covenant such representations and warranties
shall relate to the Registration Statement and Prospectus as
amended or supplemented at each such time). Each such
acceptance by the Company of an offer for the purchase of
Notes shall be deemed to constitute an additional represen-
tation, warranty and agreement by the Company that, as of
the settlement date for the sale of such Notes, after giving
effect to the issuance of such Notes, of any other Notes to
be issued on or prior to such settlement date and of any
other Securities to be issued and sold by the Company on or
prior to such settlement date, the aggregate amount of Secu-
rities (including any Notes) which have been issued and sold
by the Company will not exceed the amount of Securities reg-
istered pursuant to the Registration Statement. The Company
will inform you promptly upon your request of the aggregate
amount of Securities registered under the Registration
Statement which remain unsold.
j. Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an
amendment or supplement relating to any offering of Securi-
ties other than the Notes or providing solely for the speci-
fication of or a change in the maturity dates, the interest
rates, the issuance prices or other similar terms of any
Notes sold pursuant hereto), the Company will deliver or
cause to be delivered promptly to each of you a certificate
of the Company, signed by the Chairman of the Board or the
President or a Senior Vice President and the Treasurer or
Comptroller of the Company, dated the date of the effective-
ness of such amendment or the date of the filing of such
supplement, in form reasonably satisfactory to you, of the
same tenor as the certificate referred to in Section 5(d)
but modified to relate to the last day of the fiscal quarter
<PAGE>
-11-
for which financial statements of the Company were last
filed with the Commission and to the Registration Statement
and the Prospectus as amended and supplemented to the time
of the effectiveness of such amendment or the filing of such
supplement.
k. Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an
amendment or supplement (i) relating to any offering of
Securities other than the Notes, (ii) providing solely for
the specification of or a change in the maturity dates, the
interest rates, the issuance prices or other similar terms
of any Notes sold pursuant hereto or (iii) setting forth or
incorporating by reference financial statements or other
information as of and for a fiscal quarter, unless, in the
case of clause (iii) above, in the reasonable judgment of
any of you, such financial statements or other information
are of such a nature that an opinion of counsel should be
furnished), the Company shall furnish or cause to be fur-
nished promptly to each of you a written opinion of counsel
of the Company satisfactory to each of you, dated the date
of the effectiveness of such amendment or the date of the
filing of such supplement, in form satisfactory to each of
you, of the same tenor as the opinion referred to in Sec-
tion 5(b) but modified to relate to the Registration State-
ment and the Prospectus as amended and supplemented to the
time of the effectiveness of such amendment or the filing of
such supplement or, in lieu of such opinion, counsel last
furnishing such an opinion to you may furnish each of you
with a letter to the effect that you may rely on such last
opinion to the same extent as though it were dated the date
of such letter authorizing reliance (except that statements
in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amend-
ment or the filing of such supplement).
l. Each time that the Registration Statement or the
Prospectus is amended or supplemented to include or incorpo-
rate amended or supplemental financial information, the Com-
pany shall cause its independent public accountants promptly
to furnish each of you a letter, dated the date of the
effectiveness of such amendment or the date of the filing of
such supplement, in form satisfactory to each of you, of the
same tenor as the letter referred to in Section 5(e) with
such changes as may be necessary to reflect the amended and
supplemental financial information included or incorporated
<PAGE>
-12-
by reference in the Registration Statement and the Pro-
spectus, as amended or supplemented to the date of such let-
ter; provided, however, that, if the Registration Statement
or the Prospectus is amended or supplemented solely to
include or incorporate by reference financial information as
of and for a fiscal quarter, the Company's independent pub-
lic accountants may limit the scope of such letter, which
shall be satisfactory in form to each of you, to the unau-
dited financial statements, the related "Management's Dis-
cussion and Analysis of Financial Condition and Results of
Operations" and any other information of an accounting,
financial or statistical nature included in such amendment
or supplement, unless, in the reasonable judgment of any of
you, such letter should cover other information or changes
in specified financial statement line items.
m. During the period, if any, specified (whether
orally or in writing) in any Terms Agreement, the Company
shall not, without the prior consent of the Purchaser issue
or announce the proposed issuance of any of its debt securi-
ties, including Notes, with terms substantially similar to
the Notes being purchased pursuant to such Terms Agreement.
n. The Company confirms as of the date hereof, and
each acceptance by the Company of an offer to purchase Notes
will be deemed to be an affirmation, that the Company is in
compliance with all provisions of Section 1 of Laws of Flor-
ida, Chapter 92-198, An Act Relating to Disclosure of Doing
Business with Cuba, and the Company further agrees that if
it commences engaging in business with the government of
Cuba or with any person or affiliate located in Cuba after
the date the Registration Statement becomes or has become
effective with the Securities and Exchange Commission or
with the Florida Department of Banking and Finance (the
"Department"), whichever date is later, or if the informa-
tion reported in the Prospectus, if any, concerning the Com-
pany's business with Cuba or with any person or affiliate
located in Cuba changes in any material way, the Company
will provide the Department notice of such business or
change, as appropriate, in a form acceptable to the
Department.
o. The Company or its designated agent shall submit
such reports or information as may be required from time to
time by applicable law, regulations and guidelines promul-
gated by Japanese governmental and regulatory authorities in
<PAGE>
-13-
respect of the issue and purchase of Notes denominated in
Japanese yen.
p. The terms of Notes denominated in Japanese Yen, if
any, that will be issued will be limited to those which have
been recognized by Japanese authorities.
Each Agent represents and agrees with the Company that:
q. It will not offer or sell any Note directly or
indirectly in Japan or to residents of Japan or for the
benefit of any Japanese person (which term as used herein
means any person resident in Japan, including any corpora-
tion or other entity organized under the laws of Japan) or
to others for reoffering or resale directly or indirectly in
Japan or to any Japanese person during the period of 90 days
from the issue date of such Note (which Notes is denominated
in Japanese yen) or 180 days from the issue date of the Note
(which note is a dual currency note, reverse dual currency
note or optional dual currency note) and that thereafter it
will not do so, except under circumstances which will result
in compliance with any applicable laws, regulations and min-
isterial guidelines of Japan taken a a whole. Furthermore,
in connection with the issuance of Notes denominated in Jap-
anese yen, the Company and you each agree to comply with all
applicable laws, regulations and guidelines as amended from
time to time of the Japanese governmental and regulatory
authorities.
5. Conditions to the Obligations of the Agents. The
obligations of each Agent to solicit offers to purchase the Notes
shall be subject to the accuracy of the representations and war-
ranties on the part of the Company contained herein as of the
Execution Time, on the Effective Date, when any supplement to the
Prospectus is filed with the Commission and as of each Closing
Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the per-
formance by the Company of its obligations hereunder and to the
following additional conditions:
a. If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospec-
tus, and any such supplement, shall have been filed in the
manner and within the time period required by Rule 424(b);
and no stop order suspending the effectiveness of the
<PAGE>
-14-
Registration Statement shall have been issued and no pro-
ceedings for that purpose shall have been instituted or
threatened.
b. The Company shall have furnished to each Agent the
opinion of Clifford B. Storms, Esq., Senior Vice President
and General Counsel for the Company, dated the Execution
Time, to the effect that:
(i) except as specified therein, each of the Com-
pany and the subsidiaries listed on Schedule II hereto
(individually a "Subsidiary" and collectively the
"Subsidiaries") has been duly incorporated and is val-
idly existing as a corporation in good standing under
the laws of the jurisdiction in which it is chartered
or organized, with full corporate power and authority
to own its properties and conduct its business as
described in the Prospectus, and is duly qualified to
do business as a foreign corporation and is in good
standing under the laws of each jurisdiction which
requires such qualification wherein it owns or leases
material properties or conducts material business;
(ii) all the outstanding shares of capital stock
of each Subsidiary have been duly and validly autho-
rized and issued and are fully paid and nonassessable,
and, except as otherwise set forth in the Prospectus,
all outstanding shares of capital stock of the Subsid-
iaries are owned by the Company either directly or
through wholly owned subsidiaries free and clear of any
perfected security interest and, to the knowledge of
such counsel, after due inquiry, any other security
interests, claims, liens or encumbrances;
(iii) the Company's authorized equity capital-
ization is as set forth in the Prospectus; and the
Notes conform to the description thereof contained in
the Prospectus (subject to the insertion in the Notes
of the maturity dates, the interest rates and other
similar terms thereof which will be described in sup-
plements to the Prospectus as contemplated by the
fourth sentence of Section 1(a) of this Agreement);
(iv) the Indenture has been duly authorized, exe-
cuted and delivered by the Company, has been duly qual-
ified under the Trust Indenture Act, and constitutes a
legal, valid and binding instrument enforceable against
<PAGE>
-15-
the Company in accordance with its terms (subject, as
to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time
in effect); and the Notes have been duly authorized by
the Company and, when executed and authenticated in
accordance with the provisions of the Indenture and
delivered to and paid for by the purchasers thereof,
will constitute legal, valid and binding obligations of
the Company (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights
generally from time to time in effect) entitled to the
benefits of the Indenture;
(v) to the best knowledge of such counsel, there
is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be dis-
closed in the Registration Statement which is not ade-
quately disclosed in the Prospectus, and there is no
franchise, contract or other document of a character
required to be described in the Registration Statement
or Prospectus, or to be filed as an exhibit, which is
not described or filed as required; and the statements
included or incorporated by reference in the Prospectus
describing any legal proceedings or material contracts
or agreements relating to the Company fairly summarize
such matters;
(vi) the Registration Statement has become effec-
tive under the Act; any required filing of the Prospec-
tus, and any supplements thereto, pursuant to
Rule 424(b) has been or will be made in the manner and
within the time period required by Rule 424(b); to the
best knowledge of such counsel, no stop order suspend-
ing the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have
been instituted or threatened; and the Registration
Statement and the Prospectus (other than the financial
statements and other financial and statistical informa-
tion contained therein as to which such counsel need
express no opinion) comply as to form in all material
respects with the applicable requirements of the Act,
the Exchange Act and the Trust Indenture Act and the
respective rules thereunder; and such counsel has no
<PAGE>
-16-
reason to believe that the Registration Statement at
the Effective Date or at the Execution Time contained
any untrue statement of a material fact or omitted to
state any material fact required to be stated therein
or necessary to make the statements therein not mis-
leading or that the Prospectus includes any untrue
statement of a material fact or omits to state a mate-
rial fact necessary to make the statements therein, in
the light of the circumstances under which they were
made, not misleading;
(vii) this Agreement has been duly authorized, exe-
cuted and delivered by the Company;
(viii) no consent, approval, authorization or order
of any court or governmental agency or body is required
for the consummation of the transactions contemplated
herein except such as have been obtained under the Act
and such as may be required under the blue sky laws of
any jurisdiction in connection with the sale of the
Notes as contemplated by this Agreement and such other
approvals (specified in such opinion) as have been
obtained;
(ix) neither the execution and delivery of the
Indenture, the issue and sale of the Notes, nor the
consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof
will conflict with, result in a breach or violation of,
or constitute a default under any law or the charter or
by-laws of the Company or the terms of any indenture or
other agreement or instrument known to such counsel and
to which the Company or any of its subsidiaries is a
party or bound or any judgment, order, regulation or
decree known to such counsel to be applicable to the
Company or any of its subsidiaries of any court, regu-
latory body, administrative agency, governmental body
or arbitrator having jurisdiction over the Company or
any of its subsidiaries; and
(x) no holders of securities of the Company have
rights to the registration of such securities under the
Registration Statement.
In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdic-
tion other than the corporate laws of the State of Delaware
<PAGE>
-17-
or the laws of the State of New York or the United States,
to the extent deemed proper and specified in such opinion,
upon the opinion of other counsel of good standing believed
to be reliable and who are satisfactory to counsel for the
Agents and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the Com-
pany and public officials. References to the Prospectus in
this paragraph (b) include any supplements thereto at the
date such opinion is rendered.
c. The Company shall have furnished to each Agent the
opinion of Luis Schuchinski, Esq., Director - Taxes and
Insurance of the Company, dated the Execution Time, to the
effect that the information contained in the Prospectus
under the caption "United States Taxation" is a fair and
accurate summary of the principal Federal income tax conse-
quences associated with the ownership of the Notes.
d. Each Agent shall have received from Cahill Gordon
& Reindel, counsel for the Agents, such opinion or opinions,
dated the date hereof, with respect to the issuance and sale
of the Notes, the Indenture, the Registration Statement, the
Prospectus (together with any supplement thereto) and other
related matters as the Agents may reasonably require, and
the Company shall have furnished to such counsel such docu-
ments as they request for the purpose of enabling them to
pass upon such matters.
e. The Company shall have furnished to each Agent a
certificate of the Company, signed by the Chairman of the
Board or the President or a Senior Vice President and the
Treasurer or Comptroller of the Company, dated the Execution
Time, to the effect that the signers of such certificate
have carefully examined the Registration Statement, the Pro-
spectus, any supplement to the Prospectus and this Agreement
and that:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the date hereof with the
same effect as if made on the date hereof and the Com-
pany has complied with all the agreements and satisfied
all the conditions on its part to be performed or sat-
isfied as a condition to the obligation of the Agents
to solicit offers to purchase the Notes;
<PAGE>
-18-
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued and no pro-
ceedings for that purpose have been instituted or, to
the Company's knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Prospectus (exclusive of any
supplement thereto), there has been no material adverse
change in the condition (financial or other), earnings,
business or properties of the Company and its subsid-
iaries, whether or not arising from transactions in the
ordinary course of business, except as set forth in or
contemplated in the Prospectus (exclusive of any sup-
plement thereto).
f. At the Execution Time, KPMG Peat Marwick shall
have furnished to each Agent a letter, dated the date
hereof, in form and substance reasonably satisfactory to the
Agents, containing statements and information of the type
customarily included in accountants' "comfort letters" to
underwriters with respect to certain financial information
relating to the Company contained in the Registration State-
ment and the Prospectus.
g. Prior to the Execution Time, the Company shall
have furnished to each Agent such further information, docu-
ments, certificates and opinions of counsel as the Agents
may reasonably request.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and cer-
tificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to such Agents and counsel for the Agents, this
Agreement and all obligations of any Agent hereunder may be can-
celled at any time by the Agents. Notice of such cancellation
shall be given to the Company in writing or by telephone or tele-
graph confirmed in writing.
The documents required to be delivered by this
Section 5 shall be delivered at the office of Cahill Gordon &
Reindel, counsel for the Agents, at 80 Pine Street, New York, New
York, on the date hereof.
6. Conditions to the Obligations of a Purchaser. The
obligations of a Purchaser to purchase any Notes will be subject
<PAGE>
-19-
to the accuracy of the representations and warranties on the part
of the Company herein as of the date of the related Terms Agree-
ment and as of the Closing Date for such Notes, to the perfor-
mance and observance by the Company of all covenants and agree-
ments herein contained on its part to be performed and observed
and to the following additional conditions precedent:
a. No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no pro-
ceedings for that purpose shall have been instituted or
threatened.
b. To the extent agreed to between the Company and
the Purchaser in a Terms Agreement, the Purchaser shall have
received, appropriately updated, (i) a certificate of the
Company, dated as of the Closing Date, to the effect set
forth in Section 5(d) (except that references to the Pro-
spectus shall be to the Prospectus as supplemented as of the
date of such Terms Agreement), (ii) the opinion of Clifford
B. Storms, Esq., Vice President and General Counsel for the
Company, dated as of the Closing Date, to the effect set
forth in Section 5(b), (iii) the opinion of Luis
Schuchinski, Esq., Director - Taxes and Insurance for the
Company, dated as of the Closing Date to the effect set
forth in Section 5(c), (iv) the opinion of Cahill Gordon &
Reindel, counsel for the Purchaser, dated as of the Closing
Date, to the effect set forth in Section 5(d), and
(v) letter of KPMG Peat Marwick, independent accountants for
the Company, dated as of the Closing Date, to the effect set
forth in Section 5(f).
c. Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information, certif-
icates and documents as the Purchaser may reasonably
request.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects when and
as provided in this Agreement and the applicable Terms Agreement,
or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement or such Terms Agreement and required
to be delivered to the Purchaser pursuant to the terms hereof and
thereof shall not be in all material respects reasonably satis-
factory in form and substance to the Purchaser and its counsel,
such Terms Agreement and all obligations of the Purchaser there-
under and with respect to the Notes subject thereto may be can-
celed at, or at any time prior to, the respective Closing Date by
<PAGE>
-20-
the Purchaser. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in
writing.
7. Right of Person Who Agreed To Purchase To Refuse
To Purchase. a. The Company agrees that any person who has
agreed to purchase and pay for any Note pursuant to a solici-
tation by any of the Agents shall have the right to refuse to
purchase such Note if, at the Closing Date therefor, any condi-
tion set forth in Section 5 or 6, as applicable, shall not be
satisfied.
b. The Company agrees that any person who has agreed
to purchase and pay for any Note pursuant to a solicitation by
any of the Agents shall have the right to refuse to purchase such
Note if, subsequent to the agreement to purchase such Note, any
change, condition or development specified in any of
Sections 9(b)(i) through (v) shall have occurred (with the judg-
ment of the Agent which presented the offer to purchase such Note
being substituted for any judgment of a Purchaser required
therein) the effect of which is, in the judgment of the Agent
which presented the offer to purchase such Note, so material and
adverse as to make it impractical or inadvisable to proceed with
the sale and delivery of such Note (it being understood that
under no circumstance shall any such Agent have any duty or
obligation to the Company or to any such person to exercise the
judgment permitted to be exercised under this Section 7(b) and
Section 9(b)).
8. Indemnification and Contribution. a. The Com-
pany agrees to indemnify and hold harmless each of you, the
directors, officers, employees and agents of each of you and each
person who controls each of you within the meaning of either the
Act or the Exchange Act against any and all losses, claims, dam-
ages or liabilities, joint or several, to which you, they or any
of you or them may become subject under the Act, the Exchange Act
or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or lia-
bilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the
registration of the Securities as originally filed or in any
amendment thereof, or in the Prospectus or any preliminary Pros-
pectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
<PAGE>
-21-
agrees to reimburse each such indemnified party, as incurred, for
any legal or other expenses reasonably incurred by them in con-
nection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company
will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in confor-
mity with written information furnished to the Company by any of
you specifically for inclusion therein. This indemnity agreement
will be in addition to any liability which the Company may other-
wise have.
b. Each of you agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who
signs the Registration Statement and each person who controls the
Company within the meaning of either the Act or the Exchange Act,
to the same extent as the foregoing indemnity from the Company to
you, but only with reference to written information relating to
such of you furnished to the Company by such of you specifically
for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any
liability which you may otherwise have. The Company acknowledges
that the statements set forth in the last paragraph of the cover
page and in the first paragraph of the inside cover, and under
the heading "Plan of Distribution", of the Prospectus Supplement
constitute the only information furnished in writing by any of
you for inclusion in the documents referred to in the foregoing
indemnity, and you confirm that such statements are correct.
c. Promptly after receipt by an indemnified party
under this Section 8 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party
(i) will not relieve it from liability under paragraph (a) or (b)
above unless and to the extent it did not otherwise learn of such
action and such failure results in the forfeiture by the indemni-
fying party of substantial rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obliga-
tion provided in paragraph (a) or (b) above. The indemnifying
party shall be entitled to appoint counsel of the indemnifying
party's choice at the indemnifying party's expense to represent
the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter
<PAGE>
-22-
be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth
below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the
indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any
such action include both the indemnified party and the indemnify-
ing party and the indemnified party shall have reasonably con-
cluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional
to those available to the indemnifying party, (iii) the indemni-
fying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a
reasonable time after notice of the institution of such action or
(iv) the indemnifying party shall authorize the indemnified party
to employ separate counsel at the expense of the indemnifying
party. An indemnifying party will not, without the prior written
consent of the indemnified parties, settle or compromise or con-
sent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether
or not the indemnified parties are actual or potential parties to
such claim or action) unless such settlement, compromise or con-
sent includes an unconditional release of each indemnified party
from all liability arising out of such claim, action, suit or
proceeding.
d. In the event that the indemnity provided in
paragraph (a) or (b) of this Section 8 is unavailable to or
insufficient to hold harmless an indemnified party for any rea-
son, the Company and each of you agree to contribute to the
aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which
the Company and one or more of you may be subject in such propor-
tion as is appropriate to reflect the relative benefits received
by the Company and by each of you from the offering of the Notes
from which such Losses arise; provided, however, that in no case
shall any of you be responsible for any amount in excess of the
commissions received by such of you in connection with the sale
of Notes from which such Losses arise (or, in the case of Notes
<PAGE>
-23-
sold pursuant to a Terms Agreement, the aggregate commissions
that would have been received by such of you if such commissions
had been payable). If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and
each of you shall contribute in such proportion as is appropriate
to reflect not only such relative benefits but also the relative
fault of the Company and of each of you in connection with the
statements or omissions which resulted in such Losses as well as
any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the total net pro-
ceeds from the offering (before deducting expenses) of the Notes
from which such Losses arise, and benefits received by each of
you shall be deemed to be equal to the total commissions received
by such of you in connection with the sale of Notes from which
such Losses arise (or, in the case of Notes sold pursuant to a
Terms Agreement, the aggregate commissions that would have been
received by such of you if such commissions had been payable).
Relative fault shall be determined by reference to whether any
alleged untrue statement or omission relates to information pro-
vided by the Company or any of you. The Company and each of you
agree that it would not be just and equitable if contribution
were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable consider-
ations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be enti-
tled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8,
each person who controls any of you within the meaning of the Act
or the Exchange Act and each director, officer, employee and
agent of any of you shall have the same rights to contribution as
you and each person who controls the Company within the meaning
of either the Act or the Exchange Act, each officer of the Com-
pany who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribu-
tion as the Company, subject in each case to the applicable terms
and conditions of this paragraph (d).
9. Termination. (a) This Agreement will continue in
effect until terminated as provided in this Section 9. This
Agreement may be terminated either by the Company as to any Agent
or by any of you insofar as this Agreement relates to any Agent,
by giving written notice of such termination to such Agent or the
Company, as the case may be. This Agreement shall so terminate
at the close of business on the first business day following the
receipt of such notice by the party to whom such notice is given.
In the event of such termination, no party shall have any
<PAGE>
-24-
liability to the other party hereto, except as provided in the
fourth paragraph of Section 2(a), Section 4(h), Section 8 and
Section 10.
b. Each Terms Agreement shall be subject to termina-
tion in the absolute discretion of the Purchaser, by notice given
to the Company prior to delivery of any payment for any Note to
be purchased thereunder, if prior to such time (i) there shall
have occurred, subsequent to the agreement to purchase such Note,
any change, or any development involving a prospective change, in
or affecting the business or properties of the Company and its
subsidiaries the effect of which is, in the judgment of the Pur-
chaser, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of such
Note, (ii) there shall have been, subsequent to the agreement to
purchase such Note, any decrease in the rating of any of the Com-
pany's debt securities by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g)
under the Act) or any notice given of any intended or potential
decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible
change, (iii) trading in the Company's Common Stock shall have
been suspended by the Commission or the New York, Midwest or
Pacific Stock Exchange or trading in securities generally on the
New York Stock Exchange shall have been suspended or limited or
minimum prices shall have been established on such Exchange,
(iv) a banking moratorium shall have been declared by either Fed-
eral or New York State authorities or (v) there shall have
occurred any outbreak or escalation of hostilities, declaration
by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is
such as to make it, in the judgment of the Purchaser, impracti-
cable or inadvisable to proceed with the offering or delivery of
such Notes as contemplated by the Prospectus (exclusive of any
supplement thereto).
10. Survival of Certain Provisions. The respective
agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of you set forth in
or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of
you or the Company or any of the directors, officers, employees,
agents or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Notes. The
provisions of Sections 4(h) and 8 hereof shall survive the
termination or cancellation of this Agreement. The provisions of
this Agreement (including without limitation Section 7 hereof)
<PAGE>
-25-
applicable to any purchase of a Note for which an agreement to
purchase exists prior to the termination hereof shall survive any
termination of this Agreement. If at the time of termination of
this Agreement any Purchaser shall own any Notes with the inten-
tion of selling them, the provisions of Section 4 shall remain in
effect until such Notes are sold by the Purchaser.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to any of
you, will be mailed, delivered or telegraphed and confirmed to
such of you, at the address specified in Schedule I hereto; or,
if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at International Plaza, P.O. Box 8000,
Englewood Cliffs, NJ 07632, attention of the Vice President and
General Counsel.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto, their respec-
tive successors, the directors, officers, employees, agents and
controlling persons referred to in Section 8 hereof and, to the
extent provided in Section 7, any person who has agreed to pur-
chase Notes, and no other person will have any right or obliga-
tion hereunder.
13. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of New
York.
If the foregoing is in accordance with your under-
standing of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your accep-
tance shall represent a binding agreement among the Company and
you.
Very truly yours,
CPC International Inc.
By: ___________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
<PAGE>
-26-
as of the date hereof.
Salomon Brothers Inc
Merrill Lynch & Co.
By: Salomon Brothers Inc
By:
_____________________
Name:
Title:
<PAGE>
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal
to the following percentage of the principal amount of each Note
sold on an agency basis by such Agent:
Term Commission Rate
From 9 months to less than 1 year....... .125%
From 1 year to less than 18 months...... .150%
From 18 months to less than 2 years..... .200%
From 2 years to less than 3 years....... .250%
From 3 years to less than 4 years....... .350%
From 4 years to less than 5 years....... .450%
From 5 years to less than 6 years....... .500%
From 6 years to less than 7 years....... .550%
From 7 years to less than 10 years...... .600%
From 10 years to less than 15 years..... .625%
From 15 years to less than 20 years..... .650%
From 20 years to less than 30 years..... .750%
From 30 years up to and
including 40 years.................... .875%
Unless otherwise specified in the applicable Terms
Agreement, the discount or commission payable to a Purchaser
shall be determined on the basis of the commission schedule set
forth above. Commissions on Notes with a stated maturity in
excess of 40 years will be negotiated at the time of sale.
Address for Notice to you:
Notices to Salomon Brothers Inc shall be directed to it
at Seven World Trade Center, New York, New York 10048, Attention
of the Medium-Term Note Department.
Notices to Merrill Lynch & Co. shall be directed to it
at World Financial Center - North, 250 Vesey Street, New York,
New York 10281, Attention of Medium-Term Note Department.
<PAGE>
SCHEDULE II
SUBSIDIARY JURISDICTION OF ORGANIZATION
S.B. Thomas, Inc. New York
Arnold Foods Company, Inc. Delaware
Best Foods-Caribbean, Inc. Delaware
<PAGE>
EXHIBIT A
CPC International Inc.
Medium-Term Note Administrative Procedures
, 1994
The Medium-Term Notes, Series B, Due More Than Nine
Months from Date of Issue (the "Notes") of CPC International Inc.
(the "Company") are to be offered on a continuing basis. Salomon
Brothers Inc and Merrill Lynch & Co., as agents (each an
"Agent"), have agreed to solicit purchases of Notes issued in
fully registered form. The Agents will not be obligated to pur-
chase Notes for their own account. The Notes are being sold pur-
suant to a Selling Agency Agreement between the Company and the
Agents dated the date hereof (the "Agency Agreement"). The Notes
will rank equally with all other unsecured and unsubordinated
debt of the Company and have been registered with the Securities
and Exchange Commission (the "Commission"). The Notes will be
issued under an Indenture dated as of April 15, 1988 (the "Inden-
ture"), between the Company and Bankers Trust Company, as trustee
(the "Trustee").
The Agency Agreement provides that Notes may also be
purchased by an Agent acting solely as principal and not as
agent. In the event of any such purchase, the functions of both
the Agent and the beneficial owner under the administrative pro-
cedures set forth below shall be performed by such Agent acting
solely as principal, unless otherwise agreed to between the Com-
pany and such Agent acting as principal.
Each Note will be represented by either a Global Secu-
rity (as defined hereinafter) delivered to the Trustee, as agent
for The Depository Trust Company ("DTC"), and recorded in the
book-entry system maintained by DTC (a "Book-Entry Note") or a
certificate delivered to the Holder thereof or a Person desig-
nated by such Holder (a "Certificated Note"). Only Notes denomi-
nated and payable in U.S. dollars may be issued as Book-Entry
Notes. An owner of a Book-Entry Note will not be entitled to
receive a certificate representing such Note.
The procedures to be followed during, and the specific
terms of, the solicitation of orders by the Agents and the sale
as a result thereof by the Company are explained below. Adminis-
trative and record-keeping responsibilities will be handled for
the Company by its Treasury Department. The Company will advise
the Agents and the Trustee in writing of those persons handling
administrative responsibilities with whom the Agents and the
<PAGE>
-2-
Trustee are to communicate regarding orders to purchase Notes and
the details of their delivery.
Administrative procedures and specific terms of the
offering are explained below. Book-Entry Notes will be issued in
accordance with the administrative procedures set forth in Part I
hereof, as adjusted in accordance with changes in DTC's operating
requirements, and Certificated Notes will be issued in accordance
with the administrative procedures set forth in Part II hereof.
Unless otherwise defined herein, terms defined in the Indenture
and the Notes shall be used herein as therein defined. Notes for
which interest is calculated on the basis of a fixed interest
rate, which may be zero, are referred to herein as "Fixed Rate
Notes". Notes for which interest is calculated on the basis of a
floating interest rate are referred to herein as "Floating Rate
Notes". To the extent the procedures set forth below conflict
with the provisions of the Notes, the Indenture, DTC's operating
requirements or the Agency Agreement, the relevant provisions of
the Notes, the Indenture, DTC's operating requirements and the
Agency Agreement shall control.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry
Notes for eligibility in the book-entry system maintained by DTC,
the Trustee will perform the custodial, document control and
administrative functions described below, in accordance with its
respective obligations under a Letter of Representations from the
Company and the Trustee to DTC dated as of the date hereof and a
Medium-Term Note Certificate Agreement between the Trustee and
DTC and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement system ("SDFS").
Issuance: On any date of settlement (as defined
under "Settlement" below) for one or
more Book-Entry Notes, the Company
will issue a single global security in
fully registered form without coupons
(a "Global Security") representing up
to $150,000,000 principal amount of
all such Book-Entry Notes that have
the same original issue date, original
issue discount provisions, if any,
<PAGE>
-3-
Interest Payment Dates, Regular Record
Dates, Interest Payment Period,
redemption, repayment and extension
provisions, if any, Maturity Date,
and, in the case of Fixed Rate Notes,
interest rate, or, in the case of
Floating Rate Notes, initial interest
rate, Interest Rate Basis, Index
Maturity, Interest Reset Period,
Interest Reset Dates, Spread or Spread
Multiplier, if any, minimum interest
rate, if any, and maximum interest
rate, if any (collectively, the
"Terms"). Each Global Security will
be dated and issued as of the date of
its authentication by the Trustee.
Each Global Security will bear an
original issue date, which will be (i)
with respect to an original Global
Security (or any portion thereof), the
original issue date specified in such
Global Security and (ii) following a
consolidation of Global Securities,
with respect to the Global Security
resulting from such consolidation, the
most recent Interest Payment Date to
which interest has been paid or duly
provided for on the predecessor Global
Securities, regardless of the date of
authentication of such resulting Glo-
bal Security. No Global Security will
represent (i) both Fixed Rate and
Floating Rate Book-Entry Notes or
(ii) any Certificated Note.
Identification The Company has arranged with the
Numbers: CUSIP Service Bureau of Standard &
Poor's Corporation (the "CUSIP Service
Bureau") for the reservation of a
series of CUSIP numbers, which series
consists of approximately 900 CUSIP
numbers and relates to Global Securi-
ties representing Book-Entry Notes and
book-entry medium-term notes issued by
the Company with other series designa-
tions. The Trustee, the Company and
DTC have obtained from the CUSIP
<PAGE>
-4-
Service Bureau a written list of such
reserved CUSIP numbers. The Company
will assign CUSIP numbers to Global
Securities as described below under
Settlement Procedure "B". DTC will
notify the CUSIP Service Bureau peri-
odically of the CUSIP numbers that the
Company has assigned to Global Securi-
ties. The Trustee will notify the
Company at any time when fewer than
100 of the reserved CUSIP numbers
remain unassigned to Global Securi-
ties, and, if it deems necessary , the
Company will reserve additional CUSIP
numbers for assignment to Global Secu-
rities. Upon obtaining such addi-
tional CUSIP numbers, the Company
shall deliver a list of such addi-
tional CUSIP numbers to the Trustee
and DTC.
Registration: Global Securities will be issued only
in fully registered form without cou-
pons. Each Global Security will be
registered in the name of CEDE & CO.,
as nominee for DTC, on the securities
register for the Notes maintained
under the Indenture. The beneficial
owner of a Book-Entry Note (or one or
more indirect participants in DTC des-
ignated by such owner) will designate
one or more participants in DTC (with
respect to such Book-Entry Note, the
"Participants") to act as agent or
agents for such owner in connection
with the book-entry system maintained
by DTC, and DTC will record in book-
entry form, in accordance with
instructions provided by such Partici-
pants, a credit balance with respect
to such beneficial owner in such Book-
Entry Note in the account of such Par-
ticipants. The ownership interest of
such beneficial owner (or such par-
ticipant) in such Book-Entry Note will
be recorded through the records of
such Participants or through the
<PAGE>
-5-
separate records of such Participants
and one or more indirect participants
in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by
DTC and, in turn, by Participants (and
in certain cases, one or more indirect
participants in DTC) acting on behalf
of beneficial transferors and trans-
ferees of such Note.
Exchanges: The Trustee may deliver to DTC and the
CUSIP Service Bureau at any time a
written notice of consolidation (a
copy of which shall be attached to the
resulting Global Security described
below) specifying (i) the CUSIP num-
bers of two or more outstanding Global
Securities that represent (A) Fixed
Rate Book-Entry Notes having the same
Terms and for which interest has been
paid to the same date or (B) Floating
Rate Book-Entry Notes having the same
Terms and for which interest has been
paid to the same date, (ii) a date,
occurring at least thirty days after
such written notice is delivered and
at least thirty days before the next
Interest Payment Date for such Book-
Entry Notes, on which such Global
Securities shall be exchanged for a
single replacement Global Security and
(iii) a new CUSIP number, obtained
from the Company, to be assigned to
such replacement Global Security.
Upon receipt of such a notice, DTC
will send to its participants (includ-
ing the Trustee) a written reorganiza-
tion notice to the effect that such
exchange will occur on such date.
Prior to the specified exchange date,
The Trustee will deliver to the CUSIP
Service Bureau a written notice set-
ting forth such exchange date and such
new CUSIP number and stating that, as
of such exchange date, the CUSIP
<PAGE>
-6-
numbers of the Global Securities to be
exchanged will no longer be valid. On
the specified exchange date, the Trus-
tee will exchange such Global Securi-
ties for a single Global Security
bearing the new CUSIP number and the
CUSIP numbers of the exchanged Global
Securities will, in accordance with
CUSIP Service Bureau procedures, be
canceled and not immediately reas-
signed. Notwithstanding the fore-
going, if the Global Securities to be
exchanged exceed $150,000,000 in
aggregate principal amount, one Global
Security will be authenticated and
issued to represent each $150,000,000
of principal amount of the exchanged
Global Securities and an additional
Global Security will be authenticated
and issued to represent any remaining
principal amount of such Global Secu-
rities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a
date more than nine months after the
Original Issue Date for such Note. A
Floating Rate Book-Entry Note will
mature only on an Interest Payment
Date for such Note. Any Note denomi-
nated in Japanese yen will mature on a
date not less than one year from the
Original Issue Date (as defined below)
for such Note. Any Note denominated
in Pounds Sterling will mature on a
date not less than one year, nor more
than five years, after its Original
Issue Date.
Denominations: Book-Entry Notes will be issued in
principal amounts of $1,000 or any
amount in excess thereof that is an
integral multiple of $1,000. Global
Securities will be denominated in
principal amounts not in excess of
$150,000,000. If one or more Book-
Entry Notes having an aggregate prin-
cipal amount in excess of $150,000,000
<PAGE>
-7-
would, but for the preceding sentence,
be represented by a single Global
Security, then one Global Security
will be authenticated and issued to
represent each $150,000,000 principal
amount of such Book-Entry Note or
Notes and an additional Global Secu-
rity will be authenticated and issued
to represent any remaining principal
amount of such Book-Entry Note or
Notes. In such a case, each of the
Global Securities representing such
Book-Entry Note or Notes shall be
assigned the same CUSIP number.
Interest: General. Interest, if any, on each
Book-Entry Note will accrue from the
original issue date for the first
interest period or the last date to
which interest has been paid, if any,
for each subsequent interest period,
on the Global Security representing
such Book-Entry Note, and will be cal-
culated and paid in the manner
described in such Book-Entry Note and
in the Prospectus (as defined in the
Agency Agreement), as supplemented by
the applicable Pricing Supplement.
Unless otherwise specified therein,
each payment of interest on a Book-
Entry Note will include interest
accrued to but excluding the Interest
Payment Date (provided that, in the
case of Floating Rate Book-Entry Notes
which reset daily or weekly, interest
payments will include accrued interest
to but excluding the Regular Record
Date immediately preceding the Inter-
est Payment Date) or to but excluding
Maturity (other than a Maturity of a
Fixed Rate Book-Entry Note occurring
on the 31st day of a month, in which
case such payment of interest will
include interest accrued to but
excluding the 30th day of such month.
Interest payable at the Maturity of a
Book-Entry Note will be payable to the
<PAGE>
-8-
Person to whom the principal of such
Note is payable. Standard & Poor's
Corporation will use the information
received in the pending deposit mes-
sage described under Settlement
Procedure "C" below in order to
include the amount of any interest
payable and certain other information
regarding the related Global Security
in the appropriate (daily or weekly)
bond report published by Standard &
Poor's Corporation.
Regular Record Dates. The Regular
Record Date with respect to any Inter-
est Payment Date shall be the date
fifteen calendar days immediately pre-
ceding such Interest Payment Date
(whether or not a Business Date).
Interest Payment Dates on Fixed Rate
Book-Entry Notes. Unless otherwise
specified pursuant to Settlement
Procedure "A" below, interest payments
on Fixed Rate Book-Entry Notes will be
made semi-annually on May 15 and
November 15 of each year and at Matur-
ity; provided, however, that if an
Interest Payment Date for a Fixed Rate
Book-Entry Note is not a Business Day,
the payment due on such day shall be
made on the next succeeding Business
Day and no interest shall accrue on
such payment for the period from and
after such Interest Payment Date; pro-
vided further, that in the case of a
Fixed Rate Book-Entry Note issued
between a Regular Record Date and an
Interest Payment Date, the first
interest payment will be made on the
Interest Payment Date following the
next succeeding Regular Record Date.
Interest Payment Dates on Floating
Rate Book-Entry Notes. Interest pay-
ments will be made on Floating Rate
Book-Entry Notes monthly, quarterly,
<PAGE>
-9-
semi-annually or annually. Unless
otherwise agreed upon, interest will
be payable, in the case of Floating
Rate Book-Entry Notes with a monthly
Interest Payment Period, on the third
Wednesday of each month; with a quar-
terly Interest Payment Period, on the
third Wednesday of March, June, Sep-
tember and December of each year; with
a semi-annual Interest Payment Period
on the third Wednesday of the two
months specified pursuant to Set-
tlement Procedure "A" below; and with
an annual Interest Payment Period, on
the third Wednesday of the month spec-
ified pursuant to Settlement Pro-
cedure "A" below; provided, however,
that if an Interest Payment Date for a
Floating Rate Book-Entry Note would
otherwise be a day that is not a Busi-
ness Day with respect to such Floating
Rate Book-Entry Note, such Interest
Payment Date will be the next succeed-
ing Business Day with respect to such
Floating Rate Book-Entry Note, except
in the case of a Floating Rate Book-
Entry Note for which the Base Rate is
LIBOR, if such Business Day is in the
next succeeding calendar month, such
Interest Payment Date will be the
immediately preceding Business Day;
and provided further, that in the case
of a Floating Rate Book-Entry Note
issued between a Regular Record Date
and an Interest Payment Date, the
first interest payment will be made on
the Interest Payment Date following
the next succeeding Regular Record
Date.
Notice of Interest Payment and Regular
Record Dates. On the first Business
Day of January, April, July and Octo-
ber of each year, the Trustee will
deliver to the Company and DTC a writ-
ten list of Regular Record Dates and
Interest Payment Dates that will occur
<PAGE>
-10-
with respect to Book-Entry Notes dur-
ing the six-month period beginning on
such first Business Day. Promptly
after each Interest Determination Date
for Floating Rate Book-Entry Notes,
the Trustee, as Calculation Agent,
will notify Standard & Poor's Corpora-
tion of the interest rates determined
on such Interest Determination Date.
Calculation of Fixed Rate Book-Entry Notes.
Interest: Interest on Fixed Rate Book-Entry
Notes (including interest for partial
periods) will be calculated on the
basis of a 360-day year of twelve
30-day months.
Floating Rate Book-Entry Notes.
Interest rates on Floating Rate Book-
Entry Notes will be determined as set
forth in the form of Notes. Interest
on Floating Rate Book-Entry Notes,
except as otherwise set forth therein,
will be calculated on the basis of
actual days elapsed and a year of
360 days, except that in the case of a
Floating Rate Book-Entry Note for
which the Base Rate is Treasury Rate,
interest will be calculated on the
basis of the actual number of days in
the year.
Payments of Payment of Interest Only. Promptly
Principal and after each Regular Record Date, the
Interest: Trustee will deliver to the Company
and DTC a written notice setting
forth, by CUSIP number, the amount of
interest to be paid on each Global
Security on the following Interest
Payment Date (other than an Interest
Payment Date coinciding with Maturity)
and the total of such amounts. DTC
will confirm the amount payable on
each Global Security on such Interest
Payment Date by reference to the
appropriate (daily or weekly) bond
reports published by Standard & Poor's
<PAGE>
-11-
Corporation. The Company will pay to
the Trustee, as paying agent, the
total amount of interest due on such
Interest Payment Date (other than at
Maturity), and the Trustee will pay
such amount to DTC, at the times and
in the manner set forth below under
"Manner of Payment".
Payments at Maturity. On or about the
first Business Day of each month, the
Trustee will deliver to the Company
and DTC a written list of principal
and interest to be paid on each Global
Security maturing (on a Maturity or
Redemption Date or otherwise) in the
following month. The Trustee, the
Company and DTC will confirm the
amounts of such principal and interest
payments with respect to each such
Global Security on or about the fifth
Business Day preceding the Maturity of
such Global Security. On or before
Maturity, the Company will pay to the
Trustee, as paying agent, the princi-
pal amount of such Global Security,
together with interest due at such
Maturity. The Trustee will pay such
amount to DTC at the times and in the
manner set forth below under "Manner
of Payment". If any Maturity of a
Global Security representing Book-
Entry Notes is not a Business Day, the
payment due on such day shall be made
on the next succeeding Business Day
and no interest shall accrue on such
payment for the period from and after
such Maturity. Promptly after payment
to DTC of the principal and interest
due at Maturity of such Global Secu-
rity, the Trustee will cancel such
Global Security in accordance with the
Indenture and so advise the Company.
On the first Business Day of each
month, the Trustee will deliver to the
Company a written statement indicating
the total principal amount of
<PAGE>
-12-
Outstanding Global Securities as of
the immediately preceding Business
Day. If the Maturity of a Book-Entry
Note is not a Business Day, the pay-
ment due on such day shall be made on
the next succeeding Business Day and
no interest shall accrue on such pay-
ment for the period from and after
such Maturity.
Manner of Payment. The total amount
of any principal and interest due on
Global Securities on any Interest Pay-
ment Date or at Maturity shall be paid
by the Company to the Trustee in imme-
diately available funds no later than
9:30 A.M. (New York City time) on such
date. The Company will make such pay-
ment on such Global Securities by
instructing the Trustee to withdraw
funds from an account maintained by
the Company with the Trustee or by
wire transfer to the Trustee. The
Company will confirm any such instruc-
tions in writing to the Trustee.
Prior to 10 A.M. (New York City time)
on the date of Maturity or as soon as
possible thereafter, the Trustee will
pay by separate wire transfer (using
Fedwire message entry instructions in
a form previously specified by DTC) to
an account at the Federal Reserve Bank
of New York previously specified by
DTC, in funds available for immediate
use by DTC, each payment of principal
(together with interest thereon) due
on a Global Security on such date. On
each Interest Payment Date (other than
at Maturity), interest payments shall
be made to DTC, in funds available for
immediate use by DTC, in accordance
with existing arrangements between the
Trustee and DTC. On each such date,
DTC will pay, in accordance with its
SDFS operating procedures then in
effect, such amounts in funds avail-
able for immediate use to the
<PAGE>
-13-
respective Participants in whose names
the Book-Entry Notes represented by
such Global Securities are recorded in
the book-entry system maintained by
DTC. None of the Company (as issuer
or as paying agent) or the Trustee
shall have any direct responsibility
or liability for the payment by DTC to
such Participants of the principal of
and interest on the Book-Entry Notes.
Withholding Taxes. The amount of any
taxes required under applicable law to
be withheld from any interest payment
on a Book-Entry Note will be deter-
mined and withheld by the Participant,
indirect participant in DTC or other
Person responsible for forwarding pay-
ments and materials directly to the
beneficial owner of such Note.
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Reset. Not
of Optional Reset less than 45 or more than 60 days
or Optional before an Optional Reset Date as
Extension of Maturity: set forth in a Book-Entry Note, the
Company will notify the Trustee
whether it is exercising its option to
reset the Interest Rate or Spread or
Spread Multiplier, as the case may be,
for such Book-Entry Note, and if so,
(i) the new Interest Rate or Spread or
Spread Multiplier, as the case may be,
for such Book-Entry Note during the
period from such Optional Reset Date
to the next Optional Reset Date as set
forth in such Book-Entry Note or, if
there is no such next Optional Reset
Date, to the Stated Maturity of such
Book-Entry Note (the "Subsequent
Interest Period"); and (ii) the provi-
sions, if any, for redemption of such
Book-Entry Note during such Subsequent
Interest Period, including the date or
dates on which or the period or peri-
ods during which such redemption may
<PAGE>
-14-
occur during such Subsequent Interest
Period.
Company Notice to Trustee Regarding
Exercise of Optional Extension of
Maturity. If the Company elects to
exercise an option, as set forth in a
Book-Entry Note, to extend the Stated
Maturity of such Note, it will so
notify the Trustee no less than 45 or
more than 60 days before the Stated
Maturity of such Book-Entry Note, and
will further indicate (i) the new
Stated Maturity; (ii) the Interest
Rate or Spread or Spread Multiplier,
as the case may be, and (iii) the pro-
visions, if any, for redemption of
such Book-Entry Note during such
extension period, including the date
or dates on which or the period or
periods during which such redemption
may occur during such extension
period.
Trustee Notice to DTC Regarding Compa-
ny's Exercise of Optional Extension or
Reset. Upon receipt of notice from
the Company regarding the Company's
exercise of either an optional exten-
sion of maturity or an optional reset,
the Trustee will hand-deliver a notice
to DTC not less than 40 days before
the Optional Reset Date (in which case
a "Reset Notice") or the Stated Matur-
ity (in which case an "Extension
Notice"), as the case may be, which
Reset Notice or Extension Notice shall
identify such Book-Entry Note by CUSIP
number and shall contain the informa-
tion required by the terms of the
Book-Entry Note.
Trustee Notice to Company Regarding
Option To Be Repaid. If, after
receipt of either a Reset Notice or an
Extension Notice, DTC exercises the
option for repayment by tendering the
<PAGE>
-15-
Global Security representing the Book-
Entry Note to be repaid as set forth
in such Note, the Trustee shall give
notice to the Company not less than
22 days before the Optional Reset Date
or the old Stated Maturity, as the
case may be, of the principal amount
of Book-Entry Notes to be repaid on
such Optional Reset Date or old Stated
Maturity, as the case may be.
Company Notice Regarding New Interest
Rate or New Spread or Spread Multi-
plier. If the Company elects to
revoke the Interest Rate or Spread or
Spread Multiplier and establish a
higher interest rate or Spread or
Spread Multiplier for an Optional
Reset Period or extension period, as
the case may be, it shall, not less
than 20 days before such Optional
Reset Date or old Stated Maturity, so
notify the Trustee. The Trustee will
immediately thereafter notify DTC of
the new Interest Rate or Spread or
Spread Multiplier applicable to such
Book-Entry Note.
Trustee Notice to Company Regarding
DTC Revocation of Option To Be Repaid.
If, after DTC has tendered any
Book-Entry Notes for repayment pursu-
ant to an Extension Notice or an
Optional Reset Notice, DTC then
revokes such tender for repayment, the
Trustee shall give notice to the Com-
pany not less than five days prior to
the Stated Maturity or Optional Reset
Date, as the case may be, of such
revocation and of the principal amount
of Book-Entry Notes for which tender
for repayment has been revoked.
Deposit of Repayment Price. On or
before any old Stated Maturity where
the Maturity has been extended, and on
or before an Optional Reset Date, the
<PAGE>
-16-
Company shall deposit with the Trustee
an amount of money sufficient to pay
the principal amount, plus interest
accrued to such old Stated Maturity or
Optional Reset Date, as the case may
be, for all the Book-Entry Notes or
portions thereof which are to be
repaid on such old Stated Maturity or
Optional Reset Date, as the case may
be. The Trustee will use such money
to repay such Book-Entry Notes pursu-
ant to the terms set forth in such
Notes.
Procedures upon Company Notice to Trustee Regarding
Company's Exercise of Optional Redemption.
Exercise of At least 45 days prior to the date
Optional on which it intends to redeem a
Redemption: Book-Entry Note, the Company will
notify the Trustee that it is exer-
cising such option with respect to
such Book-Entry Note on such date.
Trustee Notice to DTC Regarding Compa-
ny's Exercise of Optional Redemption.
After receipt of notice that the Com-
pany is exercising its option to
redeem a Book-Entry Note, the Trustee
will, at least 30 days before the
redemption date for such Book-Entry
Note, hand deliver to DTC a notice
identifying such Book-Entry Note by
CUSIP number and informing DTC of the
Company's exercise of such option with
respect to such Book-Entry Note.
Deposit of Redemption Price. On or
before any redemption date, the Com-
pany shall deposit with such Trustee
an amount of money sufficient to pay
the redemption price, plus interest
accrued to such redemption date, for
all the Book-Entry Notes or portions
thereof which are to be repaid on such
redemption date. Such Trustee will
use such money to repay such Book-
<PAGE>
-17-
Entry Notes pursuant to the terms set
forth in such Notes.
Payments of Prin- Trustee Notice to Company of Option
cipal and Interest To Be Repaid. Upon receipt of
upon Exercise of notice of exercise of the option for
Optional Repayment repayment and the Global Securities
(Except Pursuant to representing the Book-Entry Notes so
Company's Exercise to be repaid as set forth in such
of Optional Reset or Notes, the Trustee shall (unless
Optional Extension): such notice was received pursuant to
the Company's exercise of an optional
reset or an optional extension of
maturity, in each of which cases the
relevant procedures set forth above
are to be followed) give notice to the
Company not less than 20 days prior to
each Optional Repayment Date of such
Optional Repayment Date and of the
principal amount of Book-Entry Notes
to be repaid on such Optional Repay-
ment Date.
Deposit of Repayment Price. On or
prior to any Optional Repayment Date,
the Company shall deposit with such
Trustee an amount of money sufficient
to pay the optional repayment price,
and accrued interest thereon to such
date, of all the Book-Entry Notes or
portions thereof which are to be
repaid on such date. Such Trustee
will use such money to repay such
Book-Entry Notes pursuant to the terms
set forth in such Notes.
Procedure for Rate The Company and the Agents will
Setting and discuss from time to time the
Posting: aggregate principal amount of, the
issuance price of, and the interest
rates to be borne by, Book-Entry Notes
that may be sold as a result of the
solicitation of orders by the Agents.
If the Company decides to set prices
of, and rates borne by, any Book-Entry
Notes in respect of which the Agents
are to solicit orders (the setting of
<PAGE>
-18-
such prices and rates to be referred
to herein as "posting") or if the Com-
pany decides to change prices or rates
previously posted by it, it will
promptly advise the Agents of the
prices and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Company, each Agent will advise the
Orders: Company promptly by telephone of all
orders to purchase Book-Entry Notes
received by such Agent, other than
those rejected by it in whole or in
part in the reasonable exercise of its
discretion. Unless otherwise agreed
by the Company and the Agents, the
Company has the right to accept orders
to purchase Book-Entry Notes and may
reject any such orders in whole or in
part.
Preparation of If any order to purchase a Book-
Pricing Entry Note is accepted by or on
Supplement: behalf of the Company, the Company
will prepare a pricing supplement (a
"Pricing Supplement") reflecting the
applicable interest rates and other
terms of such Book-Entry Note and will
arrange to have ten copies thereof
filed with the Commission in accor-
dance with the applicable paragraph of
Rule 424(b) under the Act and will
supply at least ten copies thereof
(and additional copies if requested)
to the Agent which presented the order
(the "Presenting Agent") at the fol-
lowing address:
If to Salomon Brothers Inc:
Salomon Brothers Inc
8800 Hidden River Parkway
Tampa, Florida 33167
Attention: Enrique Castro
Telephone: (813) 558-7165
Telecopy: (813) 558-4123
<PAGE>
-19-
or
If to Merrill Lynch & Co.:
Merrill Lynch & Co. - Tritech
Services
4 Corporate Place
Corporate Park 287
Piscataway, New Jersey 08854
Attention: Final Prospectus Unit/
Nachman Kimerling
Telephone: (908) 878-6525/26/27
Telecopy: (908) 878-9815
also, for record keeping purposes,
please send a copy to:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center, North Tower
10th Floor
250 Vesey Street
New York, New York 10281-1310
Attention: MTN Product Management
The Presenting Agent will cause a Pro-
spectus and Pricing Supplement to be
delivered to the purchaser of such
Book-Entry Note.
In each instance that a Pricing Sup-
plement is prepared, the Presenting
Agent will affix the Pricing Supple-
ment to Prospectuses prior to their
use. Outdated Pricing Supplements
(other than those retained for files)
will be destroyed.
Suspension of The Company reserves the right, in
Solicitation; its sole discretion, to instruct the
Amendment or Agents to suspend at any time, for
Supplement: any period of time or permanently, the
solicitation of orders to purchase
Book-Entry Notes. Upon receipt of
<PAGE>
-20-
such instructions, the Agents will
forthwith suspend solicitation until
such time as the Company has advised
them that such solicitation may be
resumed.
In the event that at the time the Com-
pany suspends solicitation of pur-
chases there shall be any orders out-
standing for settlement, the Company
will promptly advise the Agents and
the Trustee whether such orders may be
settled and whether copies of the Pro-
spectus as in effect at the time of
the suspension, together with the
appropriate Pricing Supplement, may be
delivered in connection with the
settlement of such orders. The Com-
pany will have the sole responsibility
for such decision and for any arrange-
ments that may be made in the event
that the Company determines that such
orders may not be settled or that cop-
ies of such Prospectus may not be so
delivered.
If the Company decides to amend or
supplement the Registration Statement
(as defined in the Agency Agreement)
or the Prospectus, it will promptly
advise the Agents and furnish the
Agents with the proposed amendment or
supplement and with such certificates
and opinions as are required, all to
the extent required by and in accor-
dance with the terms of the Agency
Agreement. Subject to the provisions
of the Agency Agreement, the Company
may file with the Commission any such
supplement to the Prospectus relating
to the Notes. The Company will pro-
vide the Agents and the Trustee with
copies of any such supplement, and
confirm to the Agents that such sup-
plement has been filed with the Com-
mission pursuant to the applicable
paragraph of Rule 424(b).
<PAGE>
-21-
Procedures For When the Company has determined
Rate Changes: to change the interest rates of Book-
Entry Notes being offered, it will
promptly advise the Agents and the
Agents will forthwith suspend solici-
tation of orders. The Agents will
telephone the Company with recommenda-
tions as to the changed interest
rates. At such time as the Company
has advised the Agents of the new
interest rates, the Agents may resume
solicitation of orders. Until such
time only "indications of interest"
may be recorded.
Delivery of A copy of the Prospectus and a
Prospectus: Pricing Supplement relating to a Book-
Entry Note must accompany or precede
the earliest of any written offer of
such Book-Entry Note, confirmation of
the purchase of such Book-Entry Note
and payment for such Book-Entry Note
by its purchaser. If notice of a
change in the terms of the Book-Entry
Notes is received by the Agents
between the time an order for a Book-
Entry Note is placed and the time
written confirmation thereof is sent
by the Presenting Agent to a customer
or his agent, such confirmation shall
be accompanied by a Prospectus and
Pricing Supplement setting forth the
terms in effect when the order was
placed. Subject to "Suspension of
Solicitation; Amendment or Supplement"
above, the Presenting Agent will
deliver a Prospectus and Pricing Sup-
plement as herein described with
respect to each Book-Entry Note sold
by it. The Company will make such
delivery if such Book-Entry Note is
sold directly by the Company to a pur-
chaser (other than an Agent).
Confirmation: For each order to purchase a Book-
Entry Note solicited by any Agent and
accepted by or on behalf of the
<PAGE>
-22-
Company, the Presenting Agent will
issue a confirmation to the purchaser,
with a copy to the Company, setting
forth the details set forth above and
delivery and payment instructions.
Settlement: The receipt by the Company of immedi-
ately available funds in payment for a
Book-Entry Note and the authentication
and issuance of the Global Security
representing such Book-Entry Note
shall constitute "settlement" with
respect to such Book-Entry Note. All
orders accepted by the Company will be
settled on the fifth Business Day fol-
lowing the date of sale of such Book-
Entry Note pursuant to the timetable
for settlement set forth below unless
the Company and the purchaser agree to
settlement on another day which shall
be no earlier than the next Business
Day following the date of sale.
Settlement Settlement Procedures with regard to
Procedures: each Book-Entry Note sold by the Com-
pany through any Agent, as agent,
shall be as follows:
A. The Presenting Agent will advise
the Company by telephone of the
following settlement information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed Rate
Book-Entry Note, the interest
rate or, in the case of a
Floating Rate Book-Entry Note,
the Interest Rate Basis, ini-
tial interest rate (if known
at such time), Index Maturity,
Interest Reset Period, Inter-
est Reset Dates, Spread or
Spread Multiplier (if any),
Minimum Interest Rate (if any)
<PAGE>
-23-
and Maximum Interest Rate (if
any).
4. Interest Payment Dates and the
Interest Payment Period.
5. Redemption, repayment and
extension provisions, if any.
6. Settlement date.
7. Price.
8. Presenting Agent's commission,
determined as provided in
Section 2 of the Agency
Agreement.
9. Whether such Book-Entry Note
is issued at an original issue
discount ("OID") and, if so,
the total amount of OID, the
yield to maturity and the ini-
tial accrual period OID.
B. The Company will assign a CUSIP
number to the Global Security rep-
resenting such Book-Entry Note and
then advise the Trustee by tele-
phone (confirmed in writing at any
time on the same date) or elec-
tronic transmission of the infor-
mation set forth in Settlement
Procedure "A" above, such CUSIP
number and the name of the Pre-
senting Agent. The Company will
also notify the Presenting Agent
by telephone of such CUSIP number
as soon as practicable. Each such
communication by the Company shall
constitute a representation and
warranty by the Company to the
Trustee and the Presenting Agent
that (i) such Note is then, and at
the time of issuance and sale
thereof will be, duly authorized
for issuance and sale by the
<PAGE>
-24-
Company, (ii) such Note, and the
Global Security representing such
Note, will conform with the terms
of the Indenture for such Note,
and (iii) upon authentication and
delivery of such Global Security,
the aggregate initial offering
price of all Notes issued under
the Indenture will not exceed
$300,000,000 (except for Book-
Entry Notes represented by Global
Securities authenticated and
delivered in exchange for or in
lieu of Global Securities pursuant
to the Indenture and except for
Certificated Notes authenticated
and delivered upon registration of
transfer of, in exchange for, or
in lieu of Certificated Notes pur-
suant to any such Section).
C. The Trustee will enter a pending
deposit message through DTC's Par-
ticipant Terminal System providing
the following settlement informa-
tion to DTC (which shall route
such information to Standard &
Poor's Corporation), the Present-
ing Agent and, upon request, the
Trustee:
1. The information set forth in
Settlement Procedure "A".
2. Identification as a Fixed Rate
Book-Entry Note or a Floating
Rate Book-Entry Note.
3. Initial Interest Payment Date
for such Book-Entry Note, num-
ber of days by which such date
succeeds the related Regular
Record Date and amount of
interest payable on such
Interest Payment Date.
4. The Interest Payment Period.
<PAGE>
-25-
5. CUSIP number of the Global
Security representing such
Book-Entry Note.
6. Whether such Global Security
will represent any other Book-
Entry Note (to the extent
known at such time).
D. To the extent the Company has not
already done so, the Company will
deliver to the Trustee a Global
Security in a form that has been
approved by the Company, the
Agents and the Trustee.
E. The Trustee will complete such
Book-Entry Note, stamp the appro-
priate legend, as instructed by
DTC, if not already set forth
thereon, and authenticate the Glo-
bal Security representing such
Book-Entry Note.
F. DTC will credit such Book-Entry
Note to the Trustee's participant
account at DTC.
G. The Trustee will enter a SDFS
delivery order through DTC's Par-
ticipant Terminal System instruct-
ing DTC to (i) debit such
Book-Entry Note to the Trustee's
participant account and credit
such Book-Entry Note to the Pre-
senting Agent's participant
account and (ii) debit the Pre-
senting Agent's settlement account
and credit the Trustee's settle-
ment account for an amount equal
to the price of such Book-Entry
Note less the Presenting Agent's
commission. The entry of such a
delivery order shall constitute a
representation and warranty by the
Trustee to DTC that (i) the Global
Security representing such Book-
<PAGE>
-26-
Entry Note has been issued and
authenticated and (ii) the Trustee
is holding such Global Security
pursuant to the Medium-Term Note
Certificate Agreement between the
Trustee and DTC.
H. The Presenting Agent will enter an
SDFS delivery order through DTC's
Participant Terminal System
instructing DTC (i) to debit such
Book-Entry Note to the Presenting
Agent's participant account and
credit such Book-Entry Note to the
participant accounts of the Par-
ticipants with respect to such
Book-Entry Note and (ii) to debit
the settlement accounts of such
Participants and credit the
settlement account of the Present-
ing Agent for an amount equal to
the price of such Book-Entry Note.
I. Transfers of funds in accordance
with SDFS delivery orders
described in Settlement
Procedures "G" and "H" will be
settled in accordance with SDFS
operating procedures in effect on
the settlement date.
J. The Trustee will, upon receipt of
funds from the Presenting Agent in
accordance with Settlement Proce-
dure "G", wire transfer to the
account of the Company maintained
at Citibank, N.A., 399 Park Ave-
nue, New York, New York, funds
available for immediate use in the
amount transferred to the Trustee
in accordance with Settlement
Procedure "G".
K. The Presenting Agent will confirm
the purchase of such Book-Entry
Note to the purchaser either by
transmitting to the Participants
<PAGE>
-27-
with respect to such Book-Entry
Note a confirmation order or
orders through DTC's institutional
delivery system or by mailing a
written confirmation to such
purchaser.
Settlement For orders of Book-Entry Notes
Procedures solicited by any Agent and accepted
Timetable: by the Company for settlement on the
first Business Day after the sale
date, Settlement Procedures "A"
through "K" set forth above shall be
completed as soon as possible but not
later than the respective times (New
York City time) set forth below:
Settlement
Procedure Time
A 11:00 A.M. on the sale
date
B 12:00 Noon on the sale
date
C 2:00 P.M. on the sale
date
D 3.00 P.M. on the day
before
settlement
E 9:00 A.M. on settle-
ment date
F 10:00 A.M. on settle-
ment date
G-H 2:00 P.M. on settle-
ment date
I 4:45 P.M. on settle-
ment date
J-K 5:00 P.M. on settle-
ment date
If a sale is to be settled more than
one Business Day after the sale date,
Settlement Procedures "A", "B" and "C"
shall be completed as soon as practi-
cable but no later than 11:00 A.M. and
12:00 Noon on the first Business Day
after the sale date and no later than
<PAGE>
-28-
2:00 P.M. on the Business Day before
the settlement date, respectively. If
the initial interest rate for a Float-
ing Rate Book-Entry Note has not been
determined at the time that Settlement
Procedure "A" is completed, Settlement
Procedures "B" and "C" shall be com-
pleted as soon as such rate has been
determined but no later than
12:00 Noon and 2:00 P.M., respec-
tively, on the Business Day before the
settlement date. Settlement
Procedure "I" is subject to extension
in accordance with any extension of
Fedwire closing deadlines and in the
other events specified in SDFS operat-
ing procedures in effect on the
settlement date.
If settlement of a Book-Entry Note is
rescheduled or canceled, the Trustee
will deliver to DTC, through DTC's
Participant Terminal System, a cancel-
lation message to such effect by no
later than 2:00 P.M. on the Business
Day immediately preceding the sched-
uled settlement date.
Failure To Settle: If the Trustee fails to enter an SDFS
delivery order with respect to a Book-
Entry Note pursuant to Settlement
Procedure "G", the Trustee may deliver
to DTC, through DTC's Participant Ter-
minal System, as soon as practicable,
a withdrawal message instructing DTC
to debit such Book-Entry Note to the
Trustee's participant account. DTC
will process the withdrawal message,
provided that the Trustee's partici-
pant account contains a principal
amount of the Global Security repre-
senting such Book-Entry Note that is
at least equal to the principal amount
to be debited. If a withdrawal mes-
sage is processed with respect to all
the Book-Entry Notes represented by a
Global Security, the Trustee will
<PAGE>
-29-
cancel such Global Security in accor-
dance with the Indenture and so advise
the Company and the Trustee will make
appropriate entries in its records.
The CUSIP number assigned to such Glo-
bal Security shall, in accordance with
CUSIP Service Bureau procedures, be
canceled and not immediately reas-
signed. If a withdrawal message is
processed with respect to one or more,
but not all, of the Book-Entry Notes
represented by a Global Security, the
Trustee will exchange such Book-Entry
Note for two Global Securities, one of
which shall represent such Book-Entry
Notes and shall be canceled immedi-
ately after issuance and the other of
which shall represent the other
Book-Entry Notes previously repre-
sented by the surrendered Global Secu-
rity and shall bear the CUSIP number
of the surrendered Global Security.
If the purchase price for any Book-
Entry Note is not timely paid to the
Participants with respect to such Note
by the beneficial purchaser thereof
(or a Person, including an indirect
participant in DTC, acting on behalf
of such purchaser), such Participants
and, in turn, the Presenting Agent may
enter SDFS delivery orders through
DTC's Participant Terminal System
reversing the orders entered pursuant
to Settlement Procedures "H" and "G",
respectively. Thereafter, the Trustee
will deliver the withdrawal message
and take the related actions described
in the preceding paragraph. If such
failure shall have occurred for any
reason other than a default by the
Presenting Agent in the performance of
its obligations hereunder and under
the Agency Agreement, then the Company
will reimburse the Presenting Agent or
the Trustee, as applicable, on an
equitable basis for the loss of the
<PAGE>
-30-
use of the funds during the period
when they were credited to the account
of the Company.
Notwithstanding the foregoing, upon
any failure to settle with respect to
a Book-Entry Note, DTC may take any
actions in accordance with its SDFS
operating procedures then in effect.
In the event of a failure to settle
with respect to one or more, but not
all, of the Book-Entry Notes to have
been represented by a Global Security,
the Trustee will provide, in accor-
dance with Settlement Procedure "E",
for the authentication and issuance of
a Global Security representing the
other Book-Entry Notes to have been
represented by such Global Security
and will make appropriate entries in
its records.
Trustee Not to Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or expend
its own funds in connection with any
payment to the Company, DTC, the
Agents or the purchaser, it being
understood by all parties that pay-
ments made by the Trustee to the Com-
pany, DTC, the Agents or the purchaser
shall be made only to the extent that
funds are provided to the Trustee for
such purpose.
Authenticity The Company will cause the Trustee
of Signatures: to furnish the Agents from time to
time with the specimen signatures of
each of the Trustee's officers, em-
ployees or agents who has been autho-
rized by the Trustee to authenticate
Book-Entry Notes, but no Agent will
have any obligation or liability to
the Company or the Trustee in respect
of the authenticity of the signature
of any officer, employee or agent of
the Company or the Trustee on any
Book-Entry Note.
<PAGE>
-31-
Payment of Each Agent shall forward to the
Expenses: Company, on a monthly basis, a state-
ment of the out-of-pocket expenses
incurred by such Agent during that
month that are reimbursable to it pur-
suant to the terms of the Agency
Agreement. The Company will remit
payment to the Agents currently on a
monthly basis.
Advertising The Company will determine with the
Costs: Agents the amount of advertising that
may be appropriate in soliciting
offers to purchase the Book-Entry
Notes. Advertising expenses will be
paid by the Company.
Periodic Statements Periodically, the Trustee
from the Trustee: will send to the Company a statement
setting forth the principal amount of
Book-Entry Notes Outstanding as of
that date and setting forth a brief
description of any sales of Book-Entry
Notes which the Company has advised
the Trustee but which have not yet
been settled.
<PAGE>
-32-
PART II
Administrative Procedures for Certificated Notes
The Trustee will serve as registrar and transfer agent
in connection with the Certificated Notes.
Issuance: Each Certificated Note will be dated and
issued as of the date of its authentica-
tion by the Trustee. Each Certificated
Note will bear an Original Issue Date,
which will be (i) with respect to an
original Certificated Note (or any por-
tion thereof), its original issuance
date (which will be the settlement date)
and (ii) with respect to any Certifi-
cated Note (or portion thereof) issued
subsequently upon transfer or exchange
of a Certificated Note or in lieu of a
destroyed, lost or stolen Certificated
Note, the Original Issue Date of the
predecessor Certificated Note, regard-
less of the date of authentication of
such subsequently issued Certificated
Note.
Registration: Certificated Notes will be issued only
in fully registered form without
coupons.
Transfers and A Certificated Note may be presented
Exchanges: for transfer or exchange at the princi-
pal corporate trust office in the City
of New York of the Trustee. Certifi-
cated Notes will be exchangeable for
other Certificated Notes having identi-
cal terms but different authorized
denominations without service charge.
Certificated Notes will not be exchange-
able for Book-Entry Notes.
Maturities: Each Certificated Note will mature on a
date more than nine months after the
settlement date for such Note. A Float-
ing Rate Certificated Note will mature
only on an Interest Payment Date for
such Note. Any Note denominated in Jap-
anese yen will mature on a date not less
<PAGE>
-33-
than one year from the Original Issue
Date (as defined below) for such Note.
Any Note denominated in Pounds Sterling
will mature on a date not less than one
year, nor more than five years, after
its Original Issue Date.
Denominations: The denomination of any Certificated
Note denominated in U.S. dollars will be
a minimum of $1,000 or any amount in
excess thereof that is an integral mul-
tiple of $1,000. The authorized denomi-
nations of Certificated Notes denomi-
nated in any other currency will be
specified pursuant to "Settlement Proce-
dures" below.
Interest: General. Interest, if any, on each Cer-
tificated Note will accrue from the
original issue date for the first inter-
est period or the last date to which
interest has been paid, if any, for each
subsequent interest period, and will be
calculated and paid in the manner
described in such Note and in the Pro-
spectus, as supplemented by the appli-
cable Pricing Supplement. Unless other-
wise specified therein, each payment of
interest on a Certificated Note will
include interest accrued to but exclud-
ing the Interest Payment Date (provided
that, in the case of Certificated Notes
which reset daily or weekly, interest
payments will include accrued interest
to but excluding the Regular Record Date
immediately preceding the Interest Pay-
ment Date) or to but excluding Maturity
(other than a Maturity of a Fixed Rate
Certificated Note occurring on the 31st
day of a month, in which case such pay-
ment of interest will include interest
accrued to but excluding the 30th day of
such month).
Regular Record Dates. The Regular
Record Dates with respect to any Inter-
est Payment Date shall be the date
<PAGE>
-34-
fifteen calendar days immediately pre-
ceding such Interest Payment Date
(whether or not a Business Day).
Fixed Rate Certificated Notes. Unless
otherwise specified pursuant to Settle-
ment Procedure "A" below, interest pay-
ments on Fixed Rate Certificated Notes
will be made semiannually on May 15 and
November 15 of each year and at Matur-
ity; provided, however, that if any
Interest Payment Date for a Fixed Rate
Certificated Note is not a Business Day,
the payment due on such day shall be
made on the next succeeding Business Day
and no interest shall accrue on such
payment for the period from and after
such Interest Payment Date; provided
further, that in the case of a Fixed
Rate Certificated Note issued between a
Regular Record Date and an Interest Pay-
ment Date, the first interest payment
will be made on the Interest Payment
Date following the next succeeding Regu-
lar Record Date.
Floating Rate Certificated Notes.
Interest payments will be made on Float-
ing Rate Certificated Notes monthly,
quarterly, semi-annually or annually.
Interest will be payable, in the case of
Floating Rate Certificated Notes with a
monthly Interest Payment Period, on the
third Wednesday of each month; with a
quarterly interest Payment Period, on
the third Wednesday of March, June, Sep-
tember and December of each year; with a
semi-annual Interest Payment Period, on
the third Wednesday of the two months
specified pursuant to Settlement
Procedure "A" below; and with an annual
Interest Payment Period, on the third
Wednesday of the month specified pursu-
ant to Settlement Procedure "A" below;
provided, however, that if an Interest
Payment Date for a Floating Rate Certif-
icated Note would otherwise be a day
<PAGE>
-35-
that is not a Business Day with respect
to such Floating Rate Certificated Note,
such Interest Payment Date will be the
next succeeding Business Day with
respect to such Floating Rate Certifi-
cated Note, except in the case of a
Floating Rate Certificated Note for
which the Base Rate is LIBOR, if such
Business Day is in the next succeeding
calendar month, such Interest Payment
Date will be the immediately preceding
Business Day; and provided further, that
in the case of a Floating Rate Certifi-
cated Note issued between a Regular
Record Date and an interest Payment
Date, the first interest payment will be
made on the Interest Payment Date fol-
lowing the next succeeding Regular
Record Date.
Calculation of Fixed Rate Certificated Note.
Interest: Interest on Fixed Rate Certificated
Notes (including interest for partial
periods) will be calculated on the basis
of a 360-day year of twelve 30-day
months.
Floating Rate Certificated Notes.
Interest rates on Floating Rate Certifi-
cated Notes will be determined as set
forth in the form of Notes. Interest on
Floating Rate Certificated Notes, except
as otherwise set forth therein, will be
calculated on the basis of actual days
elapsed and a year of 360 days, except
that in the case of a Floating Rate Cer-
tificated Note for which the Base Rate
is Treasury Rate, interest will be cal-
culated on the basis of the actual num-
ber of days in the year.
Payments of Interest, if any, on each Certifi-
Principal and cated Note will be calculated and
Interest: paid in the manner described in such
Note and in the Prospectus, as supple-
mented by the applicable Pricing Supple-
ment. Unless otherwise provided in the
<PAGE>
-36-
Indenture or the Certificated Note, the
first payment of interest on any Certif-
icated Note originally issued between a
Record Date and an Interest Payment Date
will be made on the next succeeding
Interest Payment Date. Interest payable
at the Maturity of a Certificated Note
will be payable to the Person to whom
the principal of such Note is payable.
Unless other arrangements are made, all
interest payments (excluding interest
payments made on the Maturity Date) will
be made by check mailed to the person
entitled thereto as provided above; pro-
vided, however, that the holder of
$10,000,000 (or the equivalent thereof
in other currencies) or more of Certifi-
cated Notes with similar tenor and terms
will be entitled to receive payment by
wire transfer in U.S. dollars.
Within 10 days following each Record
Date, the Trustee will inform the Com-
pany of the total amount of the interest
payments to be made by the Company on
the next succeeding Interest Payment
Date. The Trustee will provide monthly
to the Company a list of the principal
and interest to be paid on Certificated
Notes maturing in the next succeeding
month.
The Trustee will be responsible for
withholding taxes on interest paid on
Certificated Notes as required by appli-
cable law.
If the Maturity of a Certificated Note
is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day and no interest
shall accrue on such payment for the
period from and after such Maturity.
<PAGE>
-37-
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Reset. Not less
of Optional Reset than 45 or more than 60 days before
or Optional an Optional Reset Date as set forth
Extension of in a Certificated Note, the Company
Maturity: will notify the Trustee whether it is
exercising its option to reset the
Interest Rate or Spread or Spread Multi-
plier, as the case may be, for such Cer-
tificated Note, and if so, (i) the new
Interest Rate or Spread or Spread Multi-
plier, as the case may be, for such Cer-
tificated Note during the period from
such Optional Reset Date to the next
Optional Reset Date as set forth in such
Certificated Note or, if there is no
such next Optional Reset Date, to the
Maturity Date of such Certificated Note
(the "Subsequent Interest Period"); and
(ii) the provisions, if any, for redemp-
tion of such Certificated Note during
such Subsequent Interest Period, includ-
ing the date or dates on which or the
period or periods during which such
redemption may occur during such Subse-
quent Interest Period.
Company Notice to Trustee Regarding
Exercise of Optional Extension of Matur-
ity. If the Company elects to exercise
an option, as set forth in a Certifi-
cated Note, to extend the Maturity Date
of such Note, it will so notify the
Trustee no less than 45 or more than 60
days before the Maturity Date of such
Certificated Note, and will further
indicate (i) the new Maturity Date;
(ii) the Interest Rate or Spread or
Spread Multiplier, as the case may be,
and (iii) the provisions, if any, for
redemption of such Certificated Note
during such extension period, including
the date or dates on which or the period
or periods during which such redemption
may occur during such extension period.
<PAGE>
-38-
Trustee Notice to Holders Regarding Com-
pany's Exercise of Optional Extension or
Reset. Upon receipt of notice from the
Company regarding the Company's exercise
of either an optional extension of
maturity or an optional reset, the Trus-
tee will mail a notice, first class,
postage prepaid, to the Holder not less
than 40 days before the Optional Reset
Date (in which case a "Reset Notice") or
the Maturity Date (in which case an
"Extension Notice"), as the case may be,
which Reset Notice or Extension Notice
shall contain the information required
by the terms of the Certificated Note.
Trustee Notice to Company Regarding
Option To Be Repaid. If, after receipt
of either a Reset Notice or an Extension
Notice, any Holder of a Certificated
Note exercises the option for repayment
by tendering the Certificated Note to be
repaid as set forth in the Certificated
Note, the Trustee shall give notice to
the Company not less than 22 days before
the Optional Reset Date or the old
Maturity Date, as the case may be, of
the principal amount of Certificated
Notes to be repaid on such Optional
Reset Date or old Maturity Date, as the
case may be.
Company Notice Regarding New Interest
Rate or New Spread or Spread Multiplier.
If the Company elects to revoke the
Interest Rate or Spread or Spread Multi-
plier and establish a higher interest
rate or Spread or Spread Multiplier for
an Optional Reset Period or extension
period, as the case may be, it shall,
not less than 20 days before such
Optional Reset Date or old Maturity
Date, so notify the Trustee. The Trus-
tee will immediately thereafter notify
the Holder of such Certificated Note, by
first class mail, postage prepaid of the
new Interest Rate or Spread or Spread
<PAGE>
-39-
Multiplier applicable to such Certifi-
cated Note.
Trustee Notice to Company Regarding
Holders Revocation of Option To Be
Repaid. If, after the Holder has ten-
dered any Certificated Notes for repay-
ment pursuant to an Extension Notice or
an Optional Reset Notice, such Holder
then revokes such tender for repayment,
the Trustee shall give notice to the
Company not less than five days prior to
the Maturity Date or Optional Reset
Date, as the case may be, of such revo-
cation and of the principal amount of
Certificated Notes for which tender for
repayment has been revoked.
Deposit of Repayment Price. On or
before any old Maturity Date where the
Maturity has been extended, and on or
before an Optional Reset Date, the Com-
pany shall deposit with the Trustee an
amount of money sufficient to pay the
principal amount, plus interest accrued
to such old Maturity Date or Optional
Reset Date, as the case may be, for all
the Certificated Notes or portions
thereof which are to be repaid on such
old Maturity Date or Optional Reset
Date, as the case may be. Such Trustee
will use such money to repay such Cer-
tificated Notes pursuant to the terms
set forth in such Notes.
Procedures upon Company Notice to Trustee Regarding
Company's Exercise Exercise of Optional Redemption.
of Optional At least 45 days prior to the date on
Redemption which it intends to redeem a Certifi-
cated Note, the Company will notify the
Trustee that it is exercising such
option with respect to such Certificated
Note on such date.
Trustee Notice to Holders Regarding Com-
pany's Exercise of Optional Redemption.
After receipt of notice that the Company
<PAGE>
-40-
is exercising its option to redeem a
Certificated Note, the Trustee will, at
least 30 days before the redemption date
for such Certificated Note, mail a
notice, first class, postage prepaid, to
the Holder of such Certificated Note
informing such Holder of the Company's
exercise of such option with respect to
such Certificated Note.
Deposit of Redemption Price. On or
before any redemption date, the Company
shall deposit with such Trustee an
amount of money sufficient to pay the
redemption price, plus interest accrued
to such redemption date, for all the
Certificated Notes or portions thereof
and which are to be repaid on such
redemption date. Such Trustee will use
such money to repay such Certificated
Notes pursuant to the terms set forth in
such Notes.
Payments of Principal Trustee Notice to Company of Option
and Interest Upon To Be Repaid. Upon receipt of notice
Exercise of Optional of exercise of the option for
Repayment (Except repayment and the Global Securities
Pursuant to Company's representing the Certificated Notes
Exercise of Optional so to be repaid as set forth in such
Reset or Optional Notes, the Trustee shall (unless such
Extension: notice was received pursuant to the Com-
pany's exercise of an optional reset or
an optional extension of maturity, in
each of which cases the relevant proce-
dures set forth above are to be fol-
lowed) give notice to the Company not
less than 20 days prior to each Optional
Repayment Date of such Optional Repay-
ment Date and of the principal amount of
Certificated Notes to be repaid on such
Optional Repayment Date.
Deposit of Repayment Price. On or prior
to any Optional Repayment Date, the Com-
pany shall deposit with such Trustee an
amount of money sufficient to pay the
optional repayment price, and accrued
<PAGE>
-41-
interest thereon to such date, of all
the Certificated Notes or portions
thereof which are to be repaid on such
date. Such Trustee will use such money
to repay such Certificated Notes pursu-
ant to the terms set forth in such
Notes.
Procedure for Rate The Company and the Agents will
Setting and Posting: discuss from time to time the aggregate
principal amount of, the issuance price
of, and the interest rates to be borne
by, Notes that may be sold as a result
of the solicitation of orders by the
Agents. If the Company decides to set
prices of, and rates borne by, any Notes
in respect of which the Agents are to
solicit orders (the setting of such
prices and rates to be referred to
herein as "posting") or if the Company
decides to change prices or rates previ-
ously posted by it, it will promptly
advise the Agents of the prices and
rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Orders: Company, each Agent will advise the Com-
pany promptly by telephone of all orders
to purchase Certificated Notes received
by such Agent, other than those rejected
by it in whole or in part in the reason-
able exercise of its discretion. Unless
otherwise agreed by the Company and the
Agents, the Company has the sole right
to accept orders to purchase Certifi-
cated Notes and may reject any such
orders in whole or in part. Before
accepting any order to purchase a Cer-
tificated Note to be settled in less
than three Business Days, the Company
shall verify that the Trustee will have
adequate time to prepare and authenti-
cate such Note.
<PAGE>
-42-
Preparation of If any order to purchase a Certifi-
Pricing Supplement cated Note is accepted by or on behalf
of the Company, the Company will prepare
a pricing supplement (a "Pricing Supple-
ment") reflecting the interest rates and
other terms of such Certified Note and
will arrange to have ten copies thereof
filed with the Commission in accordance
with the applicable paragraph of
Rule 424(b) under the Act and will sup-
ply at least ten copies thereof (and
additional copies if requested) to the
Agent which presented the order (the
"Presenting Agent"). The Presenting
Agent will cause a Prospectus and Pric-
ing Supplement to be delivered to the
purchaser of such Certificated Note.
In each instance that a Pricing Supple-
ment is prepared, the Presenting Agent
will affix the Pricing Supplement to
Prospectuses prior to their use. Out-
dated Pricing Supplements (other than
those retained for files) will be
destroyed.
Suspension of The Company reserves the right, in
Solicitation; its sole discretion, to instruct the
Amendment or Agents to suspend at any time for any
Supplement: period of time or permanently, the
solicitation of orders to purchase Cer-
tificated Notes. Upon receipt of such
instructions, the Agents will forthwith
suspend solicitation until such time as
the Company has advised them that such
solicitation may be resumed.
In the event that at the time the Com-
pany suspends solicitation of purchases
there shall be any orders outstanding
for settlement, the Company will
promptly advise the Agents and the Trus-
tee whether such orders may be settled
and whether copies of the Prospectus as
in effect at the time of the suspension,
together with the appropriate Pricing
Supplement, may be delivered in
<PAGE>
-43-
connection with the settlement of such
orders. The Company will have the sole
responsibility for such decision and for
any arrangements that may be made in the
event that the Company determines that
such orders may not be settled or that
copies of such Prospectus may not be so
delivered.
If the Company decides to amend or sup-
plement the Registration Statement or
the Prospectus, it will promptly advise
the Agents and furnish the Agents with
the proposed amendment or supplement and
with such certificates and opinions as
are required, all to the extent required
by and in accordance with the terms of
the Agency Agreement. Subject to the
provisions of the Agency Agreement, the
Company may file with the Commission any
supplement to the Prospectus relating to
the Notes. The Company will provide the
Agents and the Trustee with copies of
any such supplement, and confirm to the
Agents that such supplement has been
filed with the Commission pursuant to
the applicable paragraph of Rule 424(b).
Procedure for When the Company has determined to
Rate Changes: change the interest rates of Certifi-
cated Notes being offered, it will
promptly advise the Agents and the
Agents will forthwith suspend solicita-
tion of orders. The Agents will tele-
phone the Company with recommendations
as to the changed interest rates. At
such time as the Company has advised the
Agents of the new interest rates, the
Agents may resume solicitation of
orders. Until such time only "indica-
tions of interest" may be recorded.
Delivery of A copy of the Prospectus and a
Prospectus: Pricing Supplement relating to a Certif-
icated Note must accompany or precede
the earliest of any written offer of
such Certificated Note, confirmation of
<PAGE>
-44-
the purchase of such Certificated Note
and payment for such Certificated Note
by its purchaser. If notice of a change
in the terms of the Certificated Notes
is received by the Agents between the
time an order for a Certificated Note is
placed and the time written confirmation
thereof is sent by the Presenting Agent
to a customer or his agent, such confir-
mation shall be accompanied by a Pro-
spectus and Pricing Supplement setting
forth the terms in effect when the order
was placed. Subject to "Suspension of
Solicitation; Amendment or Supplement"
above, the Presenting Agent will deliver
a Prospectus and Pricing Supplement as
herein described with respect to each
Certificated Note sold by it. The Com-
pany will make such delivery if such
Certificated Note is sold directly by
the Company to a purchaser (other than
any Agent).
Confirmation: For each order to purchase a Certifi-
cated Note solicited by any Agent and
accepted by or on behalf of the Company,
the Presenting Agent will issue a con-
firmation to the purchaser, with a copy
to the Company, setting forth the
details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of immedi-
ately available funds in exchange for an
authenticated Certificated Note deliv-
ered to the Presenting Agent and the
Presenting Agent's delivery of such Cer-
tificated Note against receipt of imme-
diately available funds shall, with
respect to such Certificated Note, con-
stitute "settlement". All orders
accepted by the Company will be settled
on the fifth Business Day following the
date of sale pursuant to the timetable
for settlement set forth below, unless
the Company and the purchaser agree to
settlement on another day which shall be
<PAGE>
-45-
no earlier than the next Business Day
following the date of sale.
Settlement Settlement Procedures with regard to
Procedures: each Certificated Note sold by the Com-
pany through any Agent, as agent, shall
be as follows:
A. The Presenting Agent will advise the
Company by telephone of the follow-
ing settlement information, in time
for the Trustee to prepare and
authenticate the required Note:
1. Name in which such Certificated
Note is to be registered ("Reg-
istered Owner").
2. Address of the Registered Owner
and address for payment of prin-
cipal and interest.
3. Taxpayer identification number
of the Registered Owner (if
available).
4. Principal amount.
5. Maturity Date.
6. In the case of a Fixed Rate Cer-
tificated Note, the interest
rate or, in the case of a Float-
ing Rate Certificated Note, the
initial interest rate (if known
at such time), Interest Rate
Basis, Index Maturity, Interest
Reset Period, Interest Reset
Dates, Spread or Spread Multi-
plier (if any), Minimum Interest
Rate (if any) and Maximum Inter-
est Rate (if any).
7. Interest Payment Dates and the
Interest Payment Period.
<PAGE>
-46-
8. Specified Currency and whether
the option to elect payment in a
Specified Currency applies and
if the Specified Currency is not
U.S. dollars, the authorized
denominations.
9. Redemption, repayment or exten-
sion provisions, if any.
10. Settlement date.
11. Price (including currency).
12. Presenting Agent's commission,
determined as provided in
Section 2 of the Agency
Agreement.
13. Whether such Certificated Note
is issued at an original issue
discount, and, if so, the total
amount of OID, the yield to
maturity and the initial accrual
period OID.
B. The Company will advise the Trustee
by telephone (confirmed in writing
at any time on the sale date) or
electronic transmission of the
information set forth in Settlement
Procedure "A" above and the name of
the Presenting Agent.
C. The Company will deliver to the
Trustee a pre-printed four-ply
packet for such Certificated Note,
which packet will contain the fol-
lowing documents in forms that have
been approved by Company, the Agents
and the Trustee:
1. Certificated Note with customer
confirmation.
2. Stub One - For Trustee.
<PAGE>
-47-
3. Stub Two - For the Presenting
Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Cer-
tificated Note and will authenticate
such Certificated Note and deliver
it (with the confirmation) and Stubs
One and Two to the Presenting Agent,
all in accordance with the written
directions (or oral instructions
confirmed in writing on the next
Business Day) of the Company at the
following applicable address: in
the case of Salomon Brothers Inc to
the Bank of New York, Dealer Clear-
ance, One Wall Street, 3rd Floor,
New York, NY 10005, Attention:
Salomon Account, or if to Merrill
Lynch & Co. to Merrill Lynch,
Pierce, Fenner & Smith Incorporated,
Money Market Clearance - MTNs, 75
Barclay Street, Window C, New York,
New York 10080, Attention: Kevin
Brennan. The Presenting Agent will
acknowledge receipt of the Note by
stamping or otherwise marking Stub
One and returning it to the Trustee.
Such delivery will be made only
against such acknowledgment of
receipt. In the event that the
instructions given by the Presenting
Agent for payment to the account of
the Company are revoked, the Company
will as promptly as possible wire
transfer to the account of the Pre-
senting Agent an amount of immedi-
ately available funds equal to the
amount of such payment made.
E. The Presenting Agent will deliver
such Certificated Note (with the
confirmation) to the customer
against payment in immediately pay-
able funds. The Presenting Agent
will obtain the acknowledgment of
<PAGE>
-48-
receipt of such Certificated Note by
retaining Stub Two.
F. The Trustee will send Stub Three to
the Company by first-class mail.
Settlement For orders of Certificated Notes
Procedures solicited by any Agent, as agent, and
Timetable: accepted by the Company, Settlement
Procedures "A" through "F" set forth
above shall be completed on or before
the respective times (New York City
time) set forth below:
Settlement
Procedure Time
A 2:00 P.M. on the day
before
settlement
B-C 3:00 P.M. on the day
before
settlement
D 2:15 P.M. on settlement
date
E 3:00 P.M. on settlement
date
F 5:00 P.M. on settlement
date
Failure To Settle: If a purchaser fails to accept delivery
of and make payment for any Certificated
Note, the Presenting Agent will notify
the Company and the Trustee by telephone
and return such Certificated Note to the
Trustee. Upon receipt of such notice,
the Company will immediately wire trans-
fer to the account of the Presenting
Agent an amount equal to the amount pre-
viously credited to the account of Com-
pany in respect of such Certificated
Note. Such wire transfer will be made
on the settlement date, if possible, and
in any event not later than the Business
Day following the settlement date. If
the failure shall have occurred for any
reason other than a default by the
<PAGE>
-49-
Presenting Agent in the performance of
its obligations hereunder and under the
Agency Agreement, then the Company will
reimburse the Presenting Agent or the
Trustee, as appropriate, on an equitable
basis for its loss of the use of the
funds during the period when they were
credited to the account of the Company.
Immediately upon receipt of the Certifi-
cated Note in respect of which such
failure occurred, the Trustee will can-
cel such Certificated Note in accordance
with the Indenture and so advise the
Company and the Trustee will make appro-
priate entries in its records.
Trustee and Nothing herein shall be deemed to
Not To Risk Funds: require the Trustee to risk or expend
its own funds in connection with any
payment to the Company, the Agents or
the purchaser, it being understood by
all parties that payments made by the
Trustee to the Company, the Agents or
the purchaser shall be made only to the
extent that funds are provided to the
Trustee for such purpose.
Authenticity of The Company will cause the Trustee to
Signatures: furnish the Agents from time to time
with the specimen signatures of each of
the Trustee's officers, employees or
agents who has been authorized by the
Trustee to authenticate Certificated
Notes, but no Agent will have any obli-
gation or liability to the Company or
the Trustee in respect of the authentic-
ity of the signature of any officer,
employee or agent of the Company or the
Trustee on any Certificated Note.
Payment of Expenses: Each Agent shall forward to the Company,
on a monthly basis, a statement of the
out-of-pocket expenses incurred by such
Agent during that month that are reim-
bursable to it pursuant to the terms of
the Agency Agreement. The Company will
<PAGE>
-50-
remit payment to the Agents currently on
a monthly basis.
Advertising Costs: The Company will determine with the
Agents the amount of advertising that
may be appropriate in soliciting orders
to purchase the Certificated Notes.
Advertising expenses will be paid by the
Company.
Periodic Statements Periodically, the Trustee will send
from the Trustee: to the Company a statement setting forth
the principal amount of Certificated
Notes Outstanding as of that date and
setting forth a brief description of any
sales of Certificated Notes which the
Company has advised the Trustee but
which have not yet been settled.
<PAGE>
EXHIBIT B
CPC International Inc.
Medium Term Notes, Series B
Due More Than Nine Months
from Date of Issue
TERMS AGREEMENT
January , 1994
Attention:
Subject in all respects to the terms and conditions of
the Selling Agency Agreement (the "Agreement") dated January ,
1994, between Salomon Brothers Inc, Merrill Lynch & Co., and you,
the undersigned agrees to purchase the following Notes of CPC
International Inc.:
[Add additional terms as may be needed to identify Notes.]
[Specified Currency]:
Aggregate Principal Amount: $
Interest Rate:
Date of Maturity:
Interest Payment Dates:
Regular Record Dates:
Discount or Commission: % of Principal Amount
Purchase Price: % of Principal Amount [plus
accrued interest from
, 199 ]
Purchase Date and Time:
Place for Delivery of Notes
and Payment Therefor:
<PAGE>
-2-
Method of Payment:
Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Agreement:
Period during which additional
Notes may not be sold pursuant
to Section 4(m) of the Agreement:
[Purchaser]
By:____________________
Accepted:
CPC International Inc.
By:
_______________________
Title:
EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE and AMENDMENT dated as of
February __, 1994 to the Indenture (the "Indenture") dated as of
April 15, 1988, among CPC International Inc., a Delaware corpora-
tion (the "Company"), and Bankers Trust Company, a New York bank-
ing corporation, as Trustee (the "Trustee"). Capitalized terms
used herein without definition have the meanings assigned to them
in the Indenture.
RECITALS
WHEREAS, Section 901(6) of the Indenture provides that
the parties thereto may enter into an indenture supplemental to
the Indenture without the consent of any Holder the purpose of
which is to change or eliminate any of the provisions of the
Indenture; provided that any such change or elimination shall
become effective only when there is no Debt Security Outstanding
created prior to the execution of such supplemental indenture
that is entitled to benefit of such provision.
WHEREAS, as of the date hereof, there are no Debt Secu-
rities of any series Outstanding.
WHEREAS, all conditions and requirements necessary to
make this supplemental indenture and amendment a valid instrument
that is legally binding on the parties hereto and the Holder have
been satisfied.
Accordingly, the parties hereto agree as follows:
1. Section 101 of the Indenture is herby amended by
inserting the following definitions in there appropriate place:
"'Common Depositary' has the meaning specified in Sec-
tion 304."
"'Exchange Date' has the meaning specified in Section
304."
2. Section 101 of the Indenture is hereby amended by
deleting from the definition of "Depositary" the following
phrase: "pursuant to Section 305(d)".
3. Section 101 of the Indenture is hereby amended by
deleting from the definition of "Global Security" the following
phrase: "and bearing the legend prescribed in Section 303(c)".
<PAGE>
-2-
4. Section 101 of the Indenture is hereby amended by
deleting therefrom the definition of "Security Register" and
"Security Registrar" and inserting in their place the following:
"'Security Register' and 'Security Registrar' have the
respective meanings specified in Section 305."
5. Subclause (10) of Section 301 of the Indenture is
hereby amended by inserting after the phrase "the Depositary for
such Global Security or Securities" the following: ", any legend
to appear thereon".
6. Section 302 through and including Section 310 of
the Indenture are hereby amended in their entirety to read as
follows:
"SECTION 302. Denominations.
Unless otherwise provided as contemplated by Section
301 with respect to the Debt Securities of any series, any
Registered Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof
and any Bearer Securities of such series shall be issuable
in the denomination of $5,000.
SECTION 303. Execution, Authentication,
Delivery and Dating.
The Debt Securities shall be executed on behalf of the
Company by its Chairman of the Board, President, any Senior
Vice President, the Comptroller or the Treasurer, under its
corporate seal reproduced thereon attested by its Secretary
or one of its Assistant Secretaries. The signature of any
of these officers on the Debt Securities may be manual or
facsimile. Coupons shall bear the facsimile signature of
the Treasurer or any Assistant Treasurer of the Company.
Debt Securities and coupons bearing the manual or fac-
simile signatures of individuals who were at any time the
proper officers of the Company shall bind the Company, not-
withstanding that such individuals or any of them have
ceased to hold such offices prior to the execution, authen-
tication and delivery of such Debt Securities or did not
hold such offices at the date of such Debt Securities.
At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Debt
<PAGE>
-3-
Securities of any series, together with any coupons apper-
taining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the
authentication and delivery of such Debt Securities, and the
Trustee in accordance with the Company Order shall authenti-
cate and deliver such Debt Securities; provided, however,
that, in connection with its original issuance, no Bearer
Security shall be mailed or otherwise delivered to any loca-
tion in the United States; and provided, further, that a
Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive
such Bearer Security shall have furnished a certificate in
the form set forth in Exhibit A-1 to this Indenture, dated
no earlier than 15 days prior to the earlier of the date on
which such Bearer Security is delivered and the date on
which any temporary global Debt Security first becomes
exchangeable for such Bearer Security in accordance with the
terms of such temporary global Debt Security and this Inden-
ture and no later than the date on which such Bearer Secu-
rity is delivered. If any Debt Security shall be repre-
sented by a permanent global Bearer Security, then, for pur-
poses of this Section and Section 304, the notation of a
beneficial owner's interest thereon upon original issuance
of such Debt Security or upon exchange of a portion of a
temporary global Debt Security shall be deemed to be deliv-
ery in connection with its original issuance of such benefi-
cial owner's interest in such permanent global Debt Secu-
rity. Except as permitted by Section 306, the Trustee shall
not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been
detached and cancelled by the Trustee.
If the forms or terms of the Debt Securities of the
series and any related coupons have been established in or
pursuant to one or more Board Resolutions and set forth in
an Officers' Certificate as permitted by Sections 201 and
301, in authenticating such Debt Securities, and accepting
the additional responsibilities under this Indenture in
relation to such Debt Securities, the Trustee shall be enti-
tled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating,
(i) if the forms of such Debt Securities and any
coupons have been established by or pursuant to a Board
Resolution and as set forth in an Officers' Certificate
as permitted by Section 201, that such forms have been
<PAGE>
-4-
established in conformity with the provisions of this
Indenture;
(ii) if the terms of such Debt Securities and any
coupons have been established by or pursuant to a Board
Resolution and as set forth in an Officers' Certificate
as permitted by Section 301, that such terms have been
established in conformity with the provisions of this
Indenture; and
(iii) that such Debt Securities, together with
any coupons appertaining thereto, when authenticated
and delivered by the Trustee and issued by the Company
in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable
in accordance with their terms, subject, as to enforce-
ment, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or
affecting the enforcement of creditors' rights and to
general principles of equity.
If such forms or terms have been so established, the Trustee
shall not be required to authenticate such Debt Securities
if the issue of such Debt Securities pursuant to this Inden-
ture will affect the Trustee's own rights, duties or immuni-
ties under the Debt Securities and this Indenture or will
otherwise affect the Trustee in a manner which is not rea-
sonably acceptable to the Trustee.
Notwithstanding the provisions of Section 301 and of
the two preceding paragraphs, if all Debt Securities of a
series are not to be originally issued at one time, it shall
not be necessary to deliver the Officers' Certificate other-
wise required pursuant to Section 301 or the Company Order
and Opinion of Counsel otherwise required pursuant to such
preceding paragraphs at or prior to the time of authentica-
tion of each Debt Security of such series if such documents
are delivered at or prior to the authentication upon origi-
nal issuance of the first Debt Security of such series to be
issued.
A Company Order delivered in the circumstances set
forth in the third preceding paragraph may provide that Debt
Securities which are the subject thereof will be authenti-
cated and delivered by the Trustee on original issue from
time to time upon the telephonic or written order of persons
<PAGE>
-5-
designated in such Company Order (telephonic instructions to
be promptly confirmed in writing by such persons) and that
such persons are authorized to determine, consistent with
the Officers' Certificate referred to in Section 301 or any
applicable supplemental indenture, such terms and conditions
of said Debt Securities as are specified in such Company
Order, provided the foregoing procedure is acceptable to the
Trustee.
Each Registered Security shall be dated the date of its
authentication. Each Bearer Security of a series shall be
dated as of the date of the initial issuance of Debt Securi-
ties of such series.
No Debt Security or any related coupon shall be enti-
tled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Debt
Security, or the Debt Security to which such coupon apper-
tains, a certificate of authentication substantially in the
form provided for herein executed by the Trustee by manual
signature, and such certificate upon any Debt Security shall
be conclusive evidence, and the only evidence, that such
Debt Security has been duly authenticated and delivered
hereunder and that such Debt Security and any related coupon
are entitled to the benefits of this Indenture.
SECTION 304. Temporary Debt Securities.
Pending the preparation of definitive Debt Securities
of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary
Debt Securities which are printed, lithographed, typewrit-
ten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive
Debt Securities in lieu of which they are issued, in regis-
tered form or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as
the duly authorized officers executing such Debt Securities
may determine, as evidenced by their execution of such Debt
Securities. In the case of Debt Securities of any series,
such temporary Debt Securities may be in global form, repre-
senting all or a portion of the Outstanding Debt Securities
of such series. A temporary Bearer Security shall be deliv-
ered only in compliance with the conditions set forth in
Section 303.
<PAGE>
-6-
Except in the case of temporary Bearer Securities in
global form (which shall be exchanged in accordance with the
provisions of the following paragraphs), if temporary Debt
Securities of any series are issued, the Company will cause
definitive Debt Securities of that series to be prepared
without unreasonable delay. After the preparation of defin-
itive Debt Securities of such series, the temporary Debt
Securities of such series shall be exchangeable for defini-
tive Debt Securities of such series upon surrender of the
temporary Debt Securities of such series at the office or
agency of the Company maintained pursuant to Section 1002 in
a Place of Payment for that series, without charge to the
Holder. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series (accompanied by any
unmatured coupons appertaining thereto) the Company shall
execute and the Trustee shall authenticate and deliver in
exchange therefor a like aggregate principal amount of
definitive Debt Securities of the same series and of like
tenor of authorized denominations; provided, however, that
no definitive Bearer Security shall be delivered in exchange
for a temporary Registered Security; and provided, further,
that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance
with the conditions set forth in Section 303. Until so
exchanged the temporary Debt Securities of any series shall
in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series.
If temporary Bearer Securities of any series are issued
in global form, any such temporary global Debt Security
shall, unless otherwise provided therein, be delivered to
the London office of a depositary or common depositary (the
"Common Depositary"), for the benefit of Euro-clear and
CEDEL S.A., for credit to the respective accounts of the
beneficial owners of such Debt Securities (or to such other
accounts as they may direct).
Without unnecessary delay but in any event not later
than the date specified in, or determined pursuant to the
terms of, any such temporary global Bearer Security of a
series (the "Exchange Date"), the Company shall deliver to
the Trustee definitive Debt Securities of such series in
aggregate principal amount equal to the principal amount of
such temporary global Bearer Security, executed by the Com-
pany. On or after the Exchange Date, such temporary global
Bearer Security shall be surrendered by the Common Deposi-
tary to the Trustee, as the Company's agent for such
<PAGE>
-7-
purpose, to be exchanged, in whole or from time to time in
part, for definitive Debt Securities of such series without
charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Bearer
Security, a like aggregate principal amount of definitive
Debt Securities of the same series of authorized denomina-
tions and of like tenor as the portion of such temporary
global Bearer Security to be exchanged; provided, however,
that, unless otherwise specified in such temporary global
Bearer Security, upon such presentation by the Common
Depositary, such temporary global Bearer Security is accom-
panied by a certificate dated the Exchange Date or a subse-
quent date and signed by Euro-clear as to the portion of
such temporary global Bearer Security held for its account
then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by CEDEL S.A. as to the
portion of such temporary global Bearer Security held for
its account then to be exchanged, each in the form set forth
in Exhibit A-2 to this Indenture. To the extent required by
applicable United States Treasury regulations, in the case
of a Bearer Security, the Exchange Date shall not be later
than the expiration of a reasonable period after the expira-
tion of the 40-day period beginning on the date of issuance
of the temporary global Bearer Security to be exchanged.
The definitive Debt Securities to be delivered in exchange
for any such temporary global Bearer Security shall be in
bearer form, registered form, permanent global bearer form
or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and,
if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that defin-
itive Bearer Securities shall be delivered in exchange for a
portion of a temporary global Debt Security only in compli-
ance with the requirements of Section 303.
Unless otherwise specified in such temporary global
Bearer Security, the interest of a beneficial owner of Debt
Securities of a series in a temporary global Bearer Security
shall be exchanged for definitive Debt Securities of the
same series and of like tenor following the Exchange Date
when the account holder instructs Euro-clear or CEDEL S.A.,
as the case may be, to request such exchange on his behalf
and delivers to Euro-clear or CEDEL S.A., as the case may
be, a certificate in the form set forth in Exhibit A-2 to
this Indenture, dated no earlier than 15 days prior to the
Exchange Date, copies of which certificate shall be avail-
able from the offices of Euro-clear and CEDEL S.A., the
<PAGE>
-8-
Trustee and each Paying Agent. Unless otherwise specified
in such temporary global Bearer Security, any such exchange
shall be made free of charge to the beneficial owners of
such temporary global Bearer Security, except that a Person
receiving definitive Debt Securities must bear the cost of
insurance, postage, transportation and the like in the event
that such Person does not take delivery of such definitive
Debt Securities in person at the offices of Euro-clear or
CEDEL S.A. Definitive Securities in bearer form to be deliv-
ered in exchange for any portion of a temporary global
Bearer Security shall be delivered only outside the United
States.
Until exchanged in full as hereinabove provided, the
temporary Debt Securities of any series shall in all
respects be entitled to the same benefits under this Inden-
ture as definitive Debt Securities of the same series and of
like tenor authenticated and delivered hereunder, except
that, unless otherwise specified as contemplated by Section
301, interest payable on a temporary global Bearer Security
on an Interest Payment Date for Debt Securities of such
series occurring prior to the applicable Exchange Date shall
be payable to Euro-clear and CEDEL S.A. on such Interest
Payment Date upon delivery by Euro-clear and CEDEL S.A. to
the Trustee of a certificate or certificates in the form set
forth in Exhibit A-3 to this Indenture, for credit without
further interest on or after such Interest Payment Date to
the respective accounts of the Persons who are the benefi-
cial owners of such temporary global Debt Security on such
Interest Payment Date and who have each delivered to
Euro-clear or CEDEL S.A., as the case may be, a certificate
in the form set forth in Exhibit A-4 to this Indenture. Any
interest so received by Euro-clear and CEDEL S.A. and not
paid as herein provided shall be returned to the Trustee
immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company
in accordance with Section 1003.
SECTION 305. Registration, Registration of
Transfer and Exchange.
The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register main-
tained in such office and in any other office or agency to
be maintained by the Company in accordance with Section 1002
being herein sometimes collectively referred to as the
"Security Register") in which, subject to such reasonable
<PAGE>
-9-
regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of trans-
fers of Registered Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of register-
ing Registered Securities and transfers of Registered Secu-
rities as herein provided.
Upon surrender for registration of transfer of any Reg-
istered Security of any series at the office or agency main-
tained pursuant to Section 1002 for such purpose in a Place
of Payment for that series, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new
Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and
tenor.
At the option of the Holder, Registered Securities of
any series may be exchanged for other Registered Securities
of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor, upon surrender of
the Debt Securities to be exchanged at such office or
agency. Bearer Securities may not be issued in exchange for
Registered Securities.
At the option of the Holder, Bearer Securities of any
series may be exchanged for Registered Securities of the
same series of any authorized denominations and of a like
aggregate principal amount and tenor, upon surrender of the
Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons
in default appertaining thereto. If the Holder of a Bearer
Security is unable to produce any such unmatured or matured
coupon or coupons in default, such exchange may be effected
if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face
amount of such missing coupon or coupons, or the surrender
of such missing coupon or coupons may be waived by the Com-
pany or jointly by the Company and the Trustee if there is
furnished to them such security and/or indemnity as they may
require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Debt Security shall surren-
der to any Paying Agent any such missing coupon in respect
of which such a payment shall have been made, such Holder
shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in
Section 1002, interest represented by coupons shall be
<PAGE>
-10-
payable only upon presentation and surrender of those cou-
pons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or
agency in exchange for a Registered Security of the same
series and like tenor after the close of business at such
office or agency on (i) any Regular Record Date and before
the opening of business at such office or agency on the
relevant Interest Payment Date, or (ii) any Special Record
Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or pro-
posed date for payment, as the case may be, and interest or
Defaulted Interest, as the case may be, will not be payable
on such Interest Payment Date or proposed date for payment,
as the case may be, in respect of the Registered Security
issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accor-
dance with the provisions of this Indenture.
Whenever any Debt Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the replacement Debt Securities
which the Holder making the exchange is entitled to receive.
Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent glo-
bal Debt Security shall be exchangeable only as provided in
this paragraph. If the beneficial owners of interests in a
permanent global Debt Security are entitled to exchange such
interests for Debt Securities of such series and of like
tenor and principal amount of another authorized form and
denomination, as specified as contemplated by Section 301,
then without unnecessary delay but in any event not later
than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee defini-
tive Debt Securities of that series in aggregate principal
amount equal to the principal amount of such permanent glo-
bal Debt Security, executed by the Company. On or after the
earliest date on which such interests may be so exchanged,
such permanent global Debt Security shall be surrendered by
the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the
Trustee as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for defin-
itive Debt Securities of the same series without charge and
<PAGE>
-11-
the Trustee shall authenticate and deliver, in exchange for
each portion of such permanent global Debt Security, a like
aggregate principal amount of definitive Debt Securities of
the same series of authorized denominations and of like
tenor as the portion of such permanent global Debt Security
to be exchanged which, unless the Debt Securities of the
series are not issuable both as Bearer Securities and as
Registered Securities, as specified as contemplated by
Section 301, shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof; provided, how-
ever, that no such exchanges may occur during a period
beginning at the opening of business 15 days before any
selection of Debt Securities of that series to be redeemed
and ending on the relevant Redemption Date; and provided,
further, that no Bearer Security delivered in exchange for a
portion of a permanent global Debt Security (or, if speci-
fied as contemplated by Section 301, in exchange for Regis-
tered Securities) shall be mailed or otherwise delivered to
any location in the United States. Promptly following any
such exchange in part and any endorsement thereon to reflect
the amount represented by such exchange, such permanent glo-
bal Debt Security shall be returned by the Trustee to the
Common Depositary or such other depositary or Common Deposi-
tary referred to above in accordance with the written
instructions of the Company referred to above. If a Regis-
tered Security is issued in exchange for any portion of a
permanent global Debt Security after the close of business
at the office or agency where such exchange occurs on
(i) any Regular Record Date and before the opening of busi-
ness at such office or agency on the relevant Interest Pay-
ment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related
proposed date for payment of interest or Defaulted Interest,
as the case may be, will not be payable on such Interest
Payment Date or proposed date for payment, as the case may
be, in respect of such Registered Security, but will be pay-
able on such Interest Payment Date or proposed date for pay-
ment, as the case may be, only to the Person to whom inter-
est in respect of such portion of such permanent global Debt
Security is payable in accordance with the provisions of
this Indenture.
All Debt Securities issued upon any registration of
transfer or exchange of Debt Securities shall be the valid
obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the
<PAGE>
-12-
Debt Securities surrendered upon such registration of trans-
fer or exchange.
Every Registered Security presented or surrendered for
registration of transfer or for exchange shall (if so
required by the Company or the Trustee or any transfer
agent) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company,
the Trustee and the Security Registrar or any transfer agent
duly executed, by the Holder thereof or his attorney duly
authorized in writing.
No service charge shall be made for any registration of
transfer or exchange of Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Debt Secu-
rities, other than exchanges pursuant to Sections 304, 907
or 1107 not involving any transfer.
The Company shall not be required (i) to issue, regis-
ter the transfer of or exchange Debt Securities of any
series during a period beginning at the opening of business
15 days before any selection of Debt Securities of that
series to be redeemed and ending at the close of business on
(A) if Debt Securities of the series are issuable only as
Registered Securities, the day of the mailing of the rele-
vant notice of redemption, and (B) if Debt Securities of the
series are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or,
if Debt Securities of the series are also issuable as Regis-
tered Securities and there is no publication, the mailing of
the relevant notice of redemption, (ii) to register the
transfer of or exchange any Registered Security so selected
for redemption in whole or in part, except the unredeemed
portion of any Debt Security being redeemed in part, or
(iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like
tenor; provided that such Registered Security shall be
simultaneously surrendered for redemption.
Nothwithstanding anything in this Indenture or in the
terms of a Debt Security to the contrary, the exchange of
Bearer Securities for Registered Securities will be subject
to satisfaction of the provisions of the United States tax
laws in effect at the time of the exchange. Neither the
<PAGE>
-13-
Company nor the Trustee nor any agent of the Company or the
Trustee shall be required to exchange any Bearer Security
for a Registered Security if (i) as a result thereof and in
the Company's judgment, the Company would incur adverse con-
sequences under then applicable United States Federal income
tax laws and (ii) in the case of the Trustee or any agent of
the Company or the Trustee, the Company shall have delivered
to such Person an Officers' Certificate and an Opinion of
Counsel as to the matters set forth in clause (i) above.
SECTION 306. Mutilated, Destroyed, Lost and
Stolen Debt Securities.
If any mutilated Debt Security or a Debt Security with
a mutilated coupon appertaining thereto is surrendered to
the Trustee, the Company shall execute, and the Trustee
shall authenticate and deliver in exchange therefor, a new
Debt Security of the same series and of like tenor and prin-
cipal amount and bearing a number not contemporaneously out-
standing, with coupons corresponding to the coupons, if any,
appertaining to the surrendered Debt Security.
If there shall have been delivered to the Company and
the Trustee (i) evidence to their satisfaction of the
destruction, loss or theft of any Debt Security or coupon,
and (ii) such security or indemnity as may be required by
them in their absolute discretion, to save each of them
harmless, then, in the absence of notice to the Company or
the Trustee that such Debt Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Debt
Security or in exchange for the Debt Security to which a
destroyed, lost or stolen coupon appertains (with all appur-
tenant coupons not destroyed, lost or stolen), a new Debt
Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstand-
ing, with coupons corresponding to the coupons, if any,
appertaining to such destroyed, lost or stolen Debt Security
or to the Debt Security to which such destroyed, lost or
stolen coupon appertains.
In case any such mutilated, destroyed, lost or stolen
Debt Security or coupon has become or is about to become due
and payable, the Company in its discretion may, instead of
issuing a new Debt Security, pay such Debt Security or cou-
pon; provided, however, that principal of (and premium, if
<PAGE>
-14-
any) and interest, if any, on Bearer Securities shall,
except as otherwise provided in Section 1002, be payable
only at an office or agency located outside the United
States; and provided, further, that, unless otherwise speci-
fied as contemplated by Section 301 with respect to any
series of Debt Securities, interest on Bearer Securities
(but not any additional amounts payable as provided in Sec-
tion 1005), shall be payable only upon presentation and sur-
render of the coupons appertaining thereto.
Upon the issuance of any new Debt Security under this
Section, the Company may require the payment of a sum suffi-
cient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected
therewith.
Every new Debt Security of any series with its coupons,
if any, issued pursuant to this Section in lieu of any
destroyed, lost or stolen Debt Security, or in exchange for
a Debt Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contrac-
tual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security and its coupons, if
any, or the destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and any such new Debt Security
and coupons, if any, shall be entitled to all the benefits
of this Indenture equally and proportionately with any and
all other Debt Securities of that series and their coupons,
if any, duly issued hereunder.
The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and reme-
dies with respect to the replacement or payment of muti-
lated, destroyed, lost or stolen Debt Securities or coupons.
SECTION 307. Payment of Interest; Interest
Rights Preserved.
Unless otherwise specified as contemplated by Section
301 with respect to any series of Debt Securities, interest
on any Registered Security which is payable, and is punctu-
ally paid or duly provided for, on any Interest Payment Date
shall be paid to the Person in whose name that Debt Security
(or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such
interest.
<PAGE>
-15-
Unless otherwise specified as contemplated by Section
301 with respect to any series of Debt Securities, any
interest due on Bearer Securities on or before the Maturity
shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evi-
denced thereby as they severally mature.
Any interest on any Registered Security of any series
which is payable, but is not punctually paid or duly pro-
vided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to
the Holder on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as pro-
vided in clause (1) or (2) below:
(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the
Registered Securities of such series (or their respec-
tive Predecessor Securities) are registered at the
close of business on a Special Record Date for the pay-
ment of such Defaulted Interest, which shall be fixed
in the following manner. The Company shall notify the
Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Registered Security of such
series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed
to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted
Interest as provided in this clause. Thereupon the
Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than
15 days and not less than 10 days prior to the date of
the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the pro-
posed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and
the Special Record Date therefor (i) to be mailed,
first-class postage prepaid, to each Holder of Regis-
tered Securities of such series at his address as it
appears in the Security Register, not less than 10 days
<PAGE>
-16-
prior to such Special Record Date, and (ii) with
respect to Bearer Securities of such series, to be pub-
lished as provided for in Section 106. The Trustee
may, in addition, in its discretion, in the name and at
the expense of the Company, cause a similar notice to
be published at least once in a newspaper published in
the English language customarily published on each
Business Day and of general circulation in the Borough
of Manhattan, the City of New York, New York, but such
publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of
the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names the Registered Securities of
such series (or their respective Predecessor Securi-
ties) are registered at the close of business on such
Special Record Date and shall no longer be payable pur-
suant to the following clause (2).
(2) The Company may make payment of any Defaulted
Interest on the Registered Securities of any series in
any other lawful manner not inconsistent with the
requirements of any securities exchange on which such
Debt Securities may be listed, and upon such notice as
may be required by such exchange, if, after notice is
given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner or payment
shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section and
Section 305, each Debt Security delivered under this Inden-
ture upon registration of transfer of or in exchange for or
in lieu of any other Debt Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were car-
ried by such other Debt Security.
SECTION 308. Persons Deemed Owners.
Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in
whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiv-
ing payment of principal of (and premium, if any) and (sub-
ject to Sections 305 and 307) interest, if any, on such Debt
Security and for all other purposes whatsoever, whether or
<PAGE>
-17-
not payment on such Debt Security is overdue, and neither
the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary.
Title to any Bearer Security and any coupons apper-
taining thereto shall pass by delivery. The Company, the
Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of
any coupon as the absolute owner of such Bearer Security or
coupon for the purpose of receiving payment thereof or on
account thereof and for all other purposes whatsoever,
whether or not payment on such Bearer Security or coupon is
overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to
the contrary.
SECTION 309. Cancellation.
All Debt Securities and coupons surrendered for pay-
ment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if sur-
rendered to any Person other than the Trustee, be delivered
to the Trustee and such Debt Securities and coupons shall be
promptly cancelled and destroyed by the Trustee. The Com-
pany may at any time deliver to the Trustee for cancellation
any Debt Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner
whatsoever, and all Debt Securities so delivered shall be
promptly cancelled and destroyed by the Trustee. No Debt
Securities shall be authenticated in lieu of or in exchange
for any Debt Securities cancelled as provided in this Sec-
tion, except as expressly permitted by this Indenture. All
cancelled Debt Securities and coupons held by the Trustee
shall be destroyed by the Trustee and a certification of
such destruction shall be delivered to the Company unless
other instructions are furnished to the Trustee by a Company
Order.
SECTION 310. Computation of Interest.
Except as otherwise specified as contemplated by
Section 301 for the Debt Securities of any series, interest,
if any, on the Debt Securities of each series shall be com-
puted on the basis of a 360-day year of twelve 30-day
months."
<PAGE>
-18-
7. Subclauses (2) and (3) of Section 501 of the
Indenture are hereby amended in their entirety to read as
follows:
"(2) default in the payment of principal of (or premium, if
any, on) any Debt Security of any such series when it
becomes due and payable, and continuance of such default for
a period of three days; or
(3) default in the deposit of any sinking fund payment when
and as due by the terms of a Debt Security of such series,
and continuance of such default for a period of three days;
or"
8. Exhibit A of the Indenture is hereby amended in
its entirety to read as follows:
"EXHIBIT A-1
[FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY]
[Whenever any provision of this Indenture or the forms
of Debt Security contemplates that certification be given by
a Person entitled to receive a Bearer Security, such certi-
fication shall be provided substantially in the form of the
following certificate, with only such changes as shall be
approved by the Company:]
CERTIFICATE
.............
[Insert title or sufficient description
of Debt Securities to be delivered]
[This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Debt Securi-
ties held by you for our account (i) are owned by person(s)
that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or other enti-
ties created or organized in or under the laws of the United
States or any political subdivision thereof, or any estate
or trust the income of which is subject to United States
federal income taxation regardless of its source ("United
States person(s)"), (ii) are owned by United States
<PAGE>
-19-
person(s) that are (a) foreign branches of United States
financial institutions (financial institutions as defined in
United States Treasury Regulations section
1.165-12(c)(1)(v), are herein referred to as "financial
institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Debt
Securities through foreign branches of United States finan-
cial institutions and who hold the Debt Securities through
such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or
through its agent, that you may advise CPC International
Inc. or its agent that such financial institution will com-
ply with the requirements of section 165(j)(3)(A), (B) or
(C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned
by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined
in United States Treasury Regulations section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a
United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause
(i) or (ii)), this is to further certify that such financial
institution has not acquired the Debt Securities for pur-
poses of resale directly or indirectly to a United States
person or to a person within the United States or its
possessions.
As used herein, "United States" means the United States
of America (including the States and the District of Colum-
bia); and its "possessions" including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
We undertake to advise you promptly by tested telex if
the above statement as to beneficial ownership is not cor-
rect on the date of delivery of the above-captioned Debt
Securities in bearer form as to all of such Debt Securities.
If the undersigned is a dealer, the undersigned agrees
to obtain a similar certificate from each person entitled to
delivery of any of the above-captioned Debt Securities in
bearer form purchased from it; provided, however, that, if
the undersigned has actual knowledge (as defined in appli-
cable Internal Revenue Service regulations) that the infor-
mation contained in such a certificate is false, the under-
signed will not deliver a Debt Security in temporary or
<PAGE>
-20-
definitive bearer form to a person who signed such certifi-
cate notwithstanding the delivery of such certificate to the
undersigned.
This certificate excepts and does not relate to
$________ of such interest in the above-captioned Debt Secu-
rities in respect of which we are not able to certify and as
to which we understand an exchange for and delivery of
definitive Debt Securities (or, if relevant, collection of
any payment) cannot be made until we do so certify.
<PAGE>
-21-
We understand that this certificate may be required in
connection with certain tax laws of the United States. If
administrative or legal proceedings are commenced or threat-
ened in connection with which this certificate is or would
be relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in
such proceedings.]
Dated: ___________________, 19__
[To be dated no earlier
than the 15th day prior
to the Exchange Date or
prior to the date of the
[ ] certificate, if later]
[Name of Person Making Certification]
_____________________________________
(Authorized Signatory)
Name:
Title:
<PAGE>
-22-
Exhibit A-2
[FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
OR CEDEL S.A.
IN CONNECTION WITH THE EXCHANGE OF A PORTION
OF A TEMPORARY GLOBAL SECURITY
Whenever any provision of this Indenture or the forms
of Debt Security contemplates that certification be given by
Euro-clear or CEDEL S.A. in connection with the exchange of
a portion of a temporary global Debt Security, such certifi-
cation shall be provided substantially in the form of the
following certificate, with only such changes as shall be
approved by the Company:]
CERTIFICATE
.............
[Insert title or sufficient description
of Debt Securities to be delivered]
This is to certify that based solely on written certi-
fications that we have received in writing, by tested telex
or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of
the Principal Amount at Maturity set forth below (our "Mem-
ber Organizations") substantially in the form attached
hereto, as of the date hereof $__________ Principal Amount
at Maturity of the above-captioned Debt Securities (i) is
owned by person(s) that are not citizens or residents of the
United States, domestic partnerships, domestic corporations
or other entities created or organized in or under the laws
of the United States or any political subdivision thereof,
or any estate or trust the income of which is subject to
United States federal income taxation regardless of its
source ("United States person(s)"), (ii) is owned by United
States person(s) that are (a) foreign branches of United
States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations
section 1.165-12(c)(1)(v), are herein referred to as
<PAGE>
-23-
"financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired
the Debt Securities through foreign branches of United
States financial institutions and who hold the Debt Securi-
ties through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such
financial institution has agreed on its own behalf or
through its agent that we may advise CPC International Inc.
or its agent that such financial institution will comply
with the requirements of section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regu-
lations thereunder), or (iii) is owned by United States or
foreign financial institution(s) for purposes of resale dur-
ing the restricted period (as defined in United States Trea-
sury Regulations section 1.163-5(c)(2)(i)(D)(7) and, to the
further effect, that financial institutions described in
clause (iii) above (whether or not also described in clause
(i) or (ii)) have certified that they have not acquired the
Debt Securities for purposes or resale directly or indi-
rectly to a United States person or to a person within the
United States or its possessions.
As used herein, "United States" means the United States
of America (including the States and the District of Colum-
bia); and its "possessions" including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
We further certify that (i) we are not making available
herewith for exchange (or, if relevant, collection of any
amounts) any portion of the temporary global Debt Security
representing the above-captioned Debt Securities excepted in
the above-referenced certificates of Member Organizations
and (ii) as of the date hereof we have not received any
notification from any of our Member Organizations to the
effect that the statements made by such Member Organizations
with respect to any portion of the part submitted herewith
for exchange (or, if relevant, collection of any amounts)
are no longer true and cannot be relied upon as of the date
hereof.
<PAGE>
-24-
We understand that this certification is required in
connection with certain tax laws of the United States. If
administrative or legal proceedings are commenced or threat-
ened in connection with which this certificate is or would
be relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in
such proceedings.
Dated: __________, 19__
[Certification may be dated
no earlier than the Exchange
Date.]
[ , as
Operator of the Euro-clear system]
[CEDEL S.A.]
By______________________________________
<PAGE>
-25-
Exhibit A-3
[FORM OF CERTIFICATE TO BE GIVEN BY
EURO-CLEAR AND CEDEL S.A.
TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
Whenever any provision of this Indenture or the forms
of Debt Security contemplates that certification be given by
Euro-clear or CEDEL S.A. to obtain interest prior to an
Exchange Date, such certification shall be provided substan-
tially in the form of the following certificate, with only
such changes as shall be approved by the Company:]
CERTIFICATE
_______________________
[Insert title or sufficient description of Debt Securities]
This is to certify that based solely on written certi-
fications that we have received in writing, by tested telex
or by electronic transmission from each of the persons
appearing in our records as persons entitled to a portion of
the Principal Amount at Maturity set forth below (our "Mem-
ber Organizations") substantially in the form attached
hereto, as of the date hereof $__________ Principal Amount
at Maturity of the above-captioned Debt Securities (i) is
owned by person(s) that are not citizens or residents of the
United States, domestic partnerships, domestic corporations
or other entities created or organized in or under the laws
of the United States or any political subdivision thereof,
or any estate or trust the income of which is subject to
United States federal income taxation regardless of its
source ("United States person(s)"), (ii) is owned by United
States person(s) that are (a) foreign branches of United
States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations section 1.165-
12(c)(1)(v), are herein referred to as "financial institu-
tions") purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Debt Securities
through foreign branches of United States financial institu-
tions and who hold the Debt Securities through such United
States financial institutions on the date hereof (and in
either case (a) or (b), each such financial institution has
<PAGE>
-26-
agreed, on its own behalf or through its agent, that we may
advise CPC International Inc. or its agent that such finan-
cial institution will comply with the requirements of sec-
tion 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial
institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations
section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect,
that financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Debt Securities
for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its
possessions.
As used herein, "United States" means the United States
of America (including the States and the District of Colum-
bia); and its "possessions" include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
We understand that this certification is required in
connection with certain tax laws of the United States. If
administrative or legal proceedings are commenced or threat-
ened in connection with which this certificate is or would
be relevant, we irrevocably authorize you to produce this
certificate or a copy thereof to any interested party in
such proceedings.
<PAGE>
-27-
We undertake that any interest received by us and not
paid to a person described in clauses (i) through (iii)
above shall be returned to the Trustee for the above Debt
Securities immediately prior to the expiration of two years
after such Interest Payment Date in order to be repaid by
such Trustee to the above issuer at the end of two years
after such Interest Payment Date.
Dated: _______________
[To be dated on or after
the relevant Interest
Payment Date]
[ ,
as Operator of the Euro-clear
System]
[CEDEL S.A.]
By: ______________________________
<PAGE>
-28-
Exhibit A-4
[FORM OF CERTIFICATION BY BENEFICIAL OWNERS TO
OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
Whenever any provision of this Indenture or the forms
of Debt Security contemplates that certification be given by
a Person who beneficially owns any [Bearer] Security in con-
nection with obtaining any interest prior to an Exchange
Date relating to such Bearer Security, such certification
shall be provided substantially in the form of the following
certificate, with only such changes as shall be approved by
the Company:]
CERTIFICATE
_______________________
[Insert title or sufficient description of Debt Securities]
This is to certify that as of the date hereof, and
except as set forth below, the above-captioned Debt Securi-
ties held by you for our account (i) are owned by person(s)
that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or other enti-
ties created or organized in or under the laws of the United
States or any political subdivision thereof, or any estate
or trust the income of which is subject to United States
federal income taxation regardless of its source ("United
States person(s)"), (ii) are owned by United States
person(s) that are (a) foreign branches of United States
financial institutions (financial institutions, as defined
in United States Treasury Regulations section 1.165-
12(c)(1)(v), are herein referred to as "financial institu-
tions") purchasing for their own account or for resale, or
(b) United States person(s) who acquired the Debt Securities
through foreign branches of United States financial institu-
tions and who hold the Debt Securities through such United
States financial institutions on the date hereof (and in
either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its
agent, that you may advise CPC International Inc. or its
agent that such financial institution will comply with the
requirements of Section 165(j) (3)(A), (B) or (C) of the
<PAGE>
-29-
United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder) or (iii) are owned by United
States or foreign financial institution(s) for purposes of
resale during the restricted period (as defined in United
States Treasury Regulations section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign
financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)), this
is to further certify that such financial institution has
not acquired the Debt Securities for purposes of resale
directly or indirectly to a United States person or to a
person within the United States or its possessions.
As used herein, "United States person" means any citi-
zen or resident of the United States, any corporation, part-
nership or other entity created or organized in or under the
laws of the United States and any estate or trust the income
of which is subject to United States Federal income taxation
regardless of its source, and "United States" means the
United States of America (including the States and the Dis-
trict of Columbia); and its "possessions" including Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
This certificate excepts and does not relate to [U.S.
$__________] principal amount of the above-captioned Debt
Securities appearing in your books as being held for our
account as to which we were not yet able to certify and as
to which we understand interest cannot be credited unless
and until we are able so to certify.
<PAGE>
-30-
We understand that this certificate may be required in
connection with certain securities and tax legislation in
the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably autho-
rize you to produce this certificate or a copy thereof to
any interested party in such proceedings.
Dated: _______________
[To be dated on or after
the relevant Payment Date]
[Name of Person Entitled to Receive
Interest]
___________________________________
(Authorized Signatory)
Name:
Title:
<PAGE>
-31-
9. Except to the extent expressly amended hereby, the
Indenture and the Debt Securities remain in full force and
effect. After the execution of this supplemental indenture and
amendment, any reference to the Indenture means the Indenture as
amended hereby.
10. The laws of the State of New York shall govern
this supplemental indenture and amendment without regard to prin-
ciples of conflicts of laws. The parties may sign any number of
copies of this supplemental indenture and amendment. One signed
copy is enough to prove this supplemental indenture and
amendment.
11. In case any provision of this supplemental inden-
ture and amendment shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provi-
sions shall not in any way be affected or impaired thereby.
12. The captions of this supplemental indenture and
amendment are for convenience only and shall not affect the con-
struction thereof.
13. The recitals contained herein shall be taken as
the statements of the Company and the Trustee assumes no respon-
sibility for their correctness.
14. The Trustee makes no representation as to the
validity or sufficiency of this supplemental indenture and
amendment.
<PAGE>
-32-
IN WITNESS WHEREOF, the parties hereto have caused this
supplemental indenture and amendment to be duly executed under
seal all as of the date first above written.
SIGNATURES
CPC International Inc.
By: _______________________
Attest: _____________________
Bankers Trust Company,
as Trustee
By: _______________________
Attest: _____________________
EXHIBIT 4.3
[FORM OF REGISTERED SECURITY]*
[Form of Face]
[If an Original Issue Discount Debt Security, insert
any legend required by the Internal Revenue Code and the
Regulations thereunder.]
CPC INTERNATIONAL INC.
............................
No. [R-] ................ [U.S. $] ..............
CPC INTERNATIONAL INC., a corporation duly organized
and existing under the laws of the State of Delaware (herein
called the "Company," which term includes any successor Person
under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to..............................
or registered assigns the principal sum of ......................
.................................... [United States] Dollars on
.................................... [If the Debt Security is
interest-bearing, insert-, and to pay interest thereon from
..............., .... or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, [semi-
annually in arrears on ................. and ................. in
each year] [annually in arrears on ................. in each
year], commencing .................., .... at the rate of ....%
per annum, until the principal hereof is paid or made available
for payment [if applicable, insert-, and (to the extent that the
payment of such interest shall be legally enforceable) at the
rate of ....% per annum on any overdue principal [and premium, if
any] and on any overdue installment of interest)]. The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Debt Security (or one or
more Predecessor Securities) is registered at the close of busi-
ness on the Regular Record Date for such interest, which shall be
the ...................... [or ................] (whether or not
_________________________
* To be completed and supplemented to reflect the terms
of any series of Debt Securities.
<PAGE>
-2-
a Business Date) [, as the case may be,] next preceding such
Interest Payment Date. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly pro-
vided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Debt Security (or one or more Predecessor Securi-
ties) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Debt
Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Debt Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].
[If the Debt Security is not to bear interest prior to
Maturity, insert- The principal of this Debt Security shall not
bear interest except in the case of a default in payment of prin-
cipal upon acceleration, upon redemption or at Stated Maturity,
and in such case the overdue principal of this Debt Security
shall bear interest at the rate of ....% per annum (to the extent
that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to
the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not
so paid on demand shall bear interest at the rate of ....% per
annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been
made or duly provided for, and such interest shall also be pay-
able on demand.] [Payment of the principal of [(and premium, if
any)] and [if applicable, insert- any such] interest on this Debt
Security will be made at [the offices or agencies of the Company
maintained for that purpose in
.........................................., in such coin or cur-
rency [of the United States of America] as at the time of payment
is legal tender for payment of public and private debt]. [If
applicable, insert-; provided, however, that at the option of the
Company payment of interest may be made by [United States dol-
lars] check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register].]
[If Debt Securities of the series are to be offered to
United States Aliens and, if applicable, insert- The Company
will pay to the Holder of this Debt Security who is a United
<PAGE>
-3-
States Alien (as defined below) such additional amounts as may be
necessary in order that [If the Debt Security is interest-bear-
ing, insert- every net payment of the principal of [(and premium,
if any)] and interest on this Debt Security] [if the Debt Secu-
rity is not to bear interest prior to Maturity, insert- (i) the
net payment of principal of (and interest on overdue principal,
if any, on) this Debt Security and (ii) the net proceeds from the
sale or exchange of this Debt Security, including, in each case,
amounts received in respect of original issue discount], after
deduction or withholding for or on account of any present or
future tax, assessment or other governmental charge imposed by
the United States (as defined below) or any political subdivision
or taxing authority thereof or therein upon or as a result of
such payment [If the Debt Security is not to bear interest prior
to Maturity, insert- or as a result of such sale or exchange],
will not be less than the amount provided for in this Debt Secu-
rity to be then due and payable [If the Debt Security is not to
bear interest prior to Maturity, insert- or, in the case of a
sale or exchange, the amount of the net proceeds from the sale or
exchange before any such tax, assessment or other governmental
charge]; provided, however, that the foregoing obligation to pay
additional amounts will not apply to any one or more of the
following:
(i) any tax, assessment or other governmental charge
which would not have been so imposed but for (i) the exis-
tence of any present or former connection between such
Holder (or between a fiduciary, settlor, beneficiary, member
of, or possessor of a power over, or shareholder of such
Holder, if such Holder is an estate, a trust, a partnership
or a corporation) and the United States, including, without
limitation, such Holder (or such fiduciary, settlor, benefi-
ciary, member, possessor or shareholder being or having been
a citizen or resident or treated as a resident thereof, or
being or having been engaged in trade or business or present
therein, or having or having had a permanent establishment
therein, or (ii) such Holder's present or former status as a
personal holding company, a foreign personal holding com-
pany, a controlled foreign corporation for United States tax
purposes or a corporation which accumulates earnings to
avoid United States federal income tax;
(ii) any tax, assessment or other governmental charge
imposed [if the Debt Security is interest-bearing, insert-
on interest received by a Person holding, actually or con-
structively, 10% or more of the total combined voting power
of all classes of stock of the Company entitled to vote or
<PAGE>
-4-
on interest received by a bank on an extension of credit
made pursuant to a loan agreement entered into in the ordi-
nary course of its trade or business, within the meaning of
section 881(c)(3)(A) of the Internal Revenue Code of 1986,
as amended (the "Code")] [if the Debt Security is not to
bear interest prior to Maturity insert- by reason of such
Holder's past or present status as the actual or construc-
tive owner of 10% or more of the total combined voting power
of all classes of stock of the Company entitled to vote or
on interest received by a bank on an extension of credit
made pursuant to a loan agreement entered into the ordinary
course of its trade or business, within the meaning of sec-
tion 881(c)(3)(A) of the Code];
(iii) any tax, assessment or other governmental charge
which would not have been imposed but for the failure to
comply with any certification, identification or other
reporting requirements concerning the nationality, resi-
dence, identity or connection with the United States of the
Holder or beneficial owner of this Debt Security, if compli-
ance is required by statute or by regulation of the United
States as a precondition to exemption from such tax, assess-
ment or other governmental charge;
(iv) any estate, inheritance, gift, sales, transfer,
personal property or any similar tax, assessment or govern-
mental charge;
(v) any tax, assessment or other governmental charge
which is payable otherwise than by deduction or withholding
from payments of [if the Debt Security is interest-bearing,
insert- principal of [(and premium, if any)] or interest on
this Debt Security] [If the Debt Security is not to bear
interest prior to Maturity, insert- principal of (or inter-
est on overdue principal, if any, on) this Debt Security or
from payments from the proceeds of a sale or exchange of
this Debt Security]; or
(vi) any tax, assessment or other governmental charge
which would not have been so imposed but for the presenta-
tion by the Holder of this Debt Security for payment on a
date more than 15 days after the date on which such payment
became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
nor will additional amounts be paid with respect to any payment
of [if the Debt Security is interest-bearing, insert- principal
<PAGE>
-5-
of [(and premium, if any)] or interest on this Debt Security] [if
the Debt Security is not to bear interest prior to Maturity,
insert- principal of (or interest on overdue principal, if any,
on) this Debt Security or of the proceeds of any sale or exchange
of this Debt Security] to any United States Alien who is a fidu-
ciary or partnership or other than the sole beneficial owner of
any such payment to the extent that a beneficiary or settlor with
respect to such fiduciary, a member of such a partnership or the
beneficial owner would not have been entitled to the additional
amounts had such beneficiary, settlor, member or beneficial owner
been the Holder of this Debt Security. In the case of net pro-
ceeds from the sale or exchange of a Bearer Security, additional
amounts with respect to such net proceeds shall not (a) exceed
additional amounts that would have been payable if the Bearer
Security had been redeemed for its issue price plus accrued
original issue discount at the time of such sale or exchange or
(b) be paid in respect of any sale or exchange occurring after
the date fixed for redemption of such Debt Security. Except as
previously provided herein with respect to Bearer Securities, the
Company shall not be required to make any payment with respect to
any tax, assessment or other governmental charge imposed by any
government or any political subdivision or taxing authority
thereof or therein and may make such withholdings and deductions
on account of any such charge as may be required by applicable
law or regulation. The term "United States Alien" means any Per-
son who, for United States federal income tax purposes, is a for-
eign corporation, a non-resident alien individual, a non-resident
alien fiduciary of a foreign estate or trust or a foreign part-
nership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a non-resi-
dent alien individual or a non-resident alien fiduciary of a for-
eign estate or trust, and the term "United States" means the
United States of America (including the States and the District
of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.]
Reference is hereby made to the further provisions of
this Debt Security set forth on the reverse side hereof, which
further provisions shall for all purposes have the same effect as
if set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof,
directly or through an Authenticating Agent, by manual signature
of an authorized signatory, this Debt Security shall not be enti-
tled to any benefit under the Indenture or be valid or obligatory
for any purpose.
<PAGE>
-6-
IN WITNESS WHEREOF, the Company has caused this instru-
ment to be duly executed under its corporate seal.
Dated:___________________
CPC INTERNATIONAL INC.
By_________________________________
Attest:
_________________________
<PAGE>
[Form of Reverse]
This Debt Security is one of a duly authorized issue of
securities of the Company (herein called the "Debt Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of April 15, 1988 (herein called the "Indenture"),
between the Company and Bankers Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures sup-
plemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Debt Securities [If the Debt Securities of the series are issu-
able as Bearer Securities, insert- and any coupons appertaining
thereto] and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Debt Security is
one of the series designated on the face hereof[, limited in
aggregate principal amount to [U.S.] [$] ______________]. The
Debt Securities of this series are issuable as [Bearer Securi-
ties] [, with interest coupons attached,] in the denomination of
[If Debt Securities of the series are issuable as Bearer Securi-
ties, insert- [U.S. $] __________, and] [only] Registered Securi-
ties, without coupons in denominations of [U.S. $]_____________,
and any integral multiple thereof. As provided in the Indenture
and subject to certain limitations therein set forth [Bearer
Securities and Registered] Securities of this series are
exchangeable for a like aggregate principal amount of [Regis-
tered] Securities of this series and of like tenor of any autho-
rized denominations, as requested by the Holder surrendering the
same, upon surrender of the Debt Security or Debt Securities to
be exchanged at [any office or agency described below where Reg-
istered Securities of this series may be presented for registra-
tion of transfer]. [Bearer Securities may not be issued in
exchange for Registered Securities.]
[If applicable, insert- The Debt Securities of this
series are subject to redemption [(1)] [If applicable, insert- on
__________ in any year commencing with the year __________ and
ending with the year __________ through operation of the sinking
fund for this series at a Redemption Price equal to [100% of the
principal amount] [or insert formula for determining the amount],
[and] (2) [If applicable, insert- at any time [on or after
__________, 19__], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as per-
centages of the principal amount): If redeemed [or before
__________, ____% and if redeemed] during the 12-month period
beginning __________ of the years indicated,
<PAGE>
-2-
Redemption Redemption
Year Price Year Price
and thereafter at a Redemption Price equal to ________% of the
principal amount,] [If applicable, insert- [and (____)] under the
circumstances described in the next [two] succeeding paragraph[s]
at a Redemption Price equal to [100% of the principle amount,]
[or insert formula for determining the amount]] [If the Debt
Security is interest-bearing, insert-, together in the case of
any such redemption [If applicable, insert- (whether through
operation of the sinking fund or otherwise)] with accrued inter-
est to the Redemption Date; provided, however, that installments
of interest on this Debt Security whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holder of
this Debt Security, or one or more Predecessor Securities, of
record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the
Indenture].
[If applicable, insert- The Debt Securities of this
series are subject to redemption (1) on __________ in any year
commencing with the year ____ and ending with the year ____
through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth
in the table below, and (2) at any time [on or after __________,
____], as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through oper-
ation of the sinking fund (expressed as percentages of the prin-
cipal amount) set forth in the table below: If redeemed during
the 12-month period beginning __________ of the years indicated,
<PAGE>
-3-
Redemption Price for
Redemption Price for Redemption Otherwise
Redemption Through Than Through
Operation of the Operation of the
Year Sinking Fund Sinking Fund
and thereafter at a Redemption Price equal to __________% of the
principal amount, [If applicable, insert- and (3) under the cir-
cumstances described in the next [two] succeeding paragraph[s] at
a Redemption Price equal to [100% of the principal amount] [or
insert formula for determining the amount]] [If the Debt Security
is interest-bearing, insert-, together in the case of any such
redemption (whether through operation of the sinking fund or
otherwise) with accrued interest to the Redemption Date; pro-
vided, however, that installments of interest on this Debt Secu-
rity whose Stated Maturity is on or prior to such Redemption Date
will be payable to the Holder of this Debt Security, or one or
more Predecessor Securities, of record at the close of business
on the relevant Record Dates referred to on the face hereof, all
as provided in the Indenture].]
[Partial redemption must be made in an amount not less
than [U.S. $1,000] principal amount of Debt Securities.]
[Notwithstanding the foregoing, the Company may not,
prior to ______, redeem any Debt Securities of this series as
contemplated by clause [(2)] above as a part of, or in anticipa-
tion of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted finan-
cial practice) of less than _____% per annum.]
[If Debt Securities of the series are to be offered to
United States Aliens, insert- The Debt Securities may be
redeemed, as a whole but not in part, at the option of the Com-
pany, at a Redemption Price [equal to 100% of their principal
amount] [determined as set forth in the preceding paragraph] [If
the Debt Security is interest-bearing, insert-, together with
interest accrued to the date fixed for redemption,] if (i), as a
<PAGE>
-4-
result of any amendment to, or change in, the laws or regulations
of the United States or any political subdivision or taxing
authority thereof or therein affecting taxation, or any amendment
to or change in an official interpretation or application of such
laws or regulations, which amendment or change ("Tax Law Change")
is effective on or after __________, ____, the Company has or
will become obligated to pay additional amounts (as described in
the face hereof] [If the Debt Security is interest-bearing,
insert- on the next succeeding Interest Payment Date] [If the
Debt Security is not to bear interest prior to Maturity, insert-
at Maturity or upon the sale or exchange of any Debt Security];
provided that, at the time such notice is given, such obligation
to pay such additional amounts remains in effect, or (ii) in the
written opinion of independent counsel selected by the Company
there is a substantial likelihood that the Company has or will
become obligated to pay such additional amounts as a result of
any action taken by any taxing authority or of any action brought
in a court of competent jurisdiction in the United States or any
political subdivision thereof or therein, including any of the
actions described in (i) above, whether or not such action has
been taken or brought with respect to the Company, or as a result
of any officially proposed Tax Law Change, which action or pro-
posed change occurs after _______________].
[If the Debt Securities of the series are issuable as
Bearer Securities and if applicable, insert- In addition, if the
Company determines, based upon a written opinion of independent
counsel selected by the Company, that any payment made outside
the United States by the Company or any of its Paying Agents of
the full amount of principal, [(premium, if any)] or interest, if
any, due with respect to any Bearer Security or coupon would,
under any present or future laws or regulations of the United
States, be subject to any certification, identification or other
reporting requirement of any kind, the effect of which require-
ment is the disclosure to the Company, any Paying Agent or any
governmental authority of the nationality, residence or identity
of a beneficial owner of such Bearer Security or coupon who is a
United States Alien (as defined on the face hereof (other than
such a requirement (a) which would not be applicable to a payment
made by the Company or any one of its Paying Agents (i) directly
to the beneficial owner or (ii) to any custodian, nominee or
other agent of the beneficial owner, or (b) which can be satis-
fied by the custodian, nominee or other agent certifying that the
beneficial owner is a United States Alien, provided in each case
referred to in clauses (a)(ii) and (b) that payment by such cus-
todian, nominee or other agent of such beneficial owner is not
otherwise subject to any such requirement), the Company at its
<PAGE>
-5-
election will either (x) redeem the Debt Securities, as a whole
but not in part, at a Redemption Price [equal to 100% of their
principal amount] [determined as set forth in the next preceding
paragraph,] together with interest accrued to the date fixed for
redemption, or (y) if and so long as any such certification,
identification or other reporting requirement would be fully sat-
isfied by payment of a backup withholding tax or similar charge,
pay to the Holders of Bearer Securities who are United States
Aliens certain additional amounts specified in the Bearer Securi-
ties of this series. The Company will make such determination
and election and notify the Trustee thereof as soon as practi-
cable, and the Trustee will promptly give notice of such determi-
nation in the manner provided below (the "Determination Notice"),
in each case stating the effective date of such certification,
identification or other reporting requirement, whether the Com-
pany will redeem the Debt Securities or will pay to the Holders
of Bearer Securities who are United States Aliens the additional
amounts specified in the Bearer Securities of this series and (if
applicable) the last day by which the redemption of the Debt
Securities must take place. If the Company elects to redeem the
Debt Securities, such redemption shall take place on such date,
not later than one year after publication of the Determination
Notice, as the Company elects by notice to the Trustee at least
60 days before such date, unless shorter notice is acceptable to
the Trustee. Notwithstanding the foregoing, the Company will not
so redeem the Debt Securities if the Company, based upon an opin-
ion of independent counsel selected by the Company subsequently
determines, not less than 10 days prior to the date fixed for
redemption, that subsequent payments would not be subject to any
such requirement, in which case the Company will notify the Trus-
tee, which will promptly give notice of that determination in the
manner provided below, and any earlier redemption notice will
thereupon be revoked and of no further effect. If the Company
elects as provided in clause (y) above to pay such additional
amounts to the Holders of Bearer Securities who are United States
Aliens, and as long as the Company is obligated to pay such addi-
tional amounts to such Holders, the Company may subsequently
redeem the Debt Securities, at any time, as a whole but not in
part, at a Redemption Price [equal to 100% of their principal
amount] [determined as set forth in the next preceding para-
graph,] together with interest accrued to the date fixed for
redemption, but without reduction for applicable United States
withholding taxes.]
[The sinking fund for this series provides for the
redemption on __________ in each year, beginning with the year
_____ and ending with the year _____ of [not less than] [U.S.]
<PAGE>
-6-
$__________ [("mandatory sinking fund") and not more than [U.S.
$__________] aggregate principal amount of Debt Securities of
this series. [Debt Securities of this series acquired or
redeemed by the Company otherwise than through [mandatory] sink-
ing fund payments may be credited against subsequent [mandatory]
sinking fund payments otherwise required to be made in the
inverse order in which they become due.]]
[Notice of redemption will be given by mail to Holders
of [If the Debt Securities of the series are issuable as Bearer
Securities, insert- Registered] Securities, not more than 60 days
nor less than 30 days prior to the date fixed for redemption, all
as provided in this Indenture.]
In the event of redemption of this Debt Security in
part only, a new [If the Debt Securities of the series are issu-
able as Bearer Securities, insert- Registered] Security or Debt
Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.
If an Event of Default with respect to Debt Securities
of this series shall occur and be continuing, [the] [If an Origi-
nal Issue Discount Debt Security, insert- an amount of] principal
of the Debt Securities of this series may be declared due and
payable in the manner and with the effect provided in the Inden-
ture. [If an Original Issue Discount Debt Security, insert- Such
amount shall be equal to to-insert formula for determining the
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 Company's
obligations in respect of the payment of the principal of and
interest, if any, on the Debt Securities of this series 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 Debt Securities of each series to be affected [If
the Debt Securities of the series are issuable as Bearer Securi-
ties and are interest-bearing, insert- and any related coupons]
under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount
of the Debt Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the
<PAGE>
-7-
Debt Securities of each series at the time Outstanding (with each
series voting as a separate class in certain cases specified in
the Indenture, or with all series voting as one class, in certain
other cases specified in the Indenture), on behalf of the Holders
of all Debt Securities of such series [If the Debt Securities of
the series are issuable as Bearer Securities [and are interest-
bearing] insert- and any related coupons], 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 Debt Security shall
be conclusive and binding upon such Holder and upon all future
Holders of this Debt Security and of any Debt Security issued
upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notification of such consent or
waiver is made upon this Debt Security.
As set forth in, and subject to the provisions of the
Indenture, no Holder of any Debt Security of this series will
have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continu-
ing Event of Default with respect to this series, the Holders of
not less than 25% in principal amount of the Outstanding Debt
Securities of this series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Out-
standing Debt Securities of this series a direction inconsistent
with such request and shall have failed to institute such pro-
ceeding within 60 days; provided, however, that such limitations
do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of [(and premium, if
any)] and [any] interest on this Debt Security on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provisions
of this Debt Security or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and uncondi-
tional, to pay the principal of [(and premium, if any)] and [any]
interest [(including additional amounts, as described on the face
hereof)] on this Debt Security at the times, place[s] and rate,
and in the coin or currency, herein prescribed.
[Title to Bearer Securities shall pass by delivery.]
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of [this] [Registered] Security
is registrable in the Security Register, upon surrender of [this]
<PAGE>
-8-
[Registered] Security for registration of transfer at the office
or agency of the Company in [any place where the principal of
[(and premium, if any)] and [any] interest on such Debt Security
are payable], duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more
new [If the Debt Securities of the series are issuable as Bearer
Securities, insert- Registered] Securities of this series and of
like tenor, of authorized denominations and for the same aggre-
gate principal amount, will be issued to the designated trans-
feree or transferees.
[If the Debt Securities of the series are not issuable
as Bearer Securities insert- The Debt Securities of this series
are issuable only in registered form, without coupons, in denomi-
nations of [$]__________ and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations
therein set forth, Debt Securities of this series are exchange-
able for a like aggregate principal amount of Debt Securities of
this series and of like tenor of a different authorized denomina-
tion, as requested by the Holder surrendering the same.]
No service charge shall be made for any such registra-
tion 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 Debt Security for reg-
istration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name
this Debt Security is registered as the owner hereof for all pur-
poses, whether or not this Debt Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
Notwithstanding anything in the Indenture or in the
terms of this Debt Security to the contrary, the exchange of this
Debt Security for a Registered Security will be subject to satis-
faction of the provisions of the United States tax laws in effect
at the time of the exchange. Neither the Company nor the Trustee
nor any agent of the Company or the Trustee shall be required to
exchange this Debt Security for a Registered Security if (i) as a
result thereof and in the Company's judgment, the Company would
incur adverse consequences under then applicable United States
Federal income tax laws and (ii) in the case of the Trustee or
any agent of the Company or the Trustee, the Company shall have
<PAGE>
-9-
delivered to such Person an Officers' Certificate and an Opinion
of Counsel as to the matters set forth in clause (i) above.
The Indenture, [and] the Debt Securities and [If the
Debt Securities of the series are issuable as Bearer Securities,
insert- any coupons appertaining thereon] shall be governed by
and construed in accordance with the laws of the State of New
York, without giving effect to the conflicts of laws provisions
thereof.
All terms used in this Debt Security which are defined
in the Indenture shall have the meanings assigned to them in the
Indenture.
EXHIBIT 4.4
[FORM OF BEARER SECURITY
AND FORM OF RELATED COUPON]*
[Form of Face of Debt Security]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL
BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE [If an Original
Issue Discount Debt Security, insert any legend required by
the Internal Revenue Code and the Regulations thereunder.]
CPC INTERNATIONAL INC.
......................
No. B.................. [U.S. $................]
CPC INTERNATIONAL INC., a corporation duly organized
and existing under the laws of the State of Delaware (herein
called the "Company", which term includes any successor Person
under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to bearer upon presentation and
surrender of this Debt Security the principal sum of
...................... [United States dollars] on
.................... [if the Debt Security is interest-bearing,
insert-, and to pay interest thereon, from the date hereof,
[semi-annually in arrears on ..................... and
.................. in each year] [annually in arrears on
.......... in each year], commencing ....................,
..............., at the rate of .....% per annum, until the prin-
cipal hereof is paid or made available for payment [if appli-
cable, insert-, and (to the extent that the payment of such
interest shall be legally enforceable) at the rate of .......%
per annum on any overdue principal and premium and on any overdue
installment of interest)].
[If the Debt Security is not to bear interest prior to
Maturity, insert- The principal of this Debt Security shall not
bear interest except in the case of a default in payment of prin-
cipal upon acceleration, upon redemption or at Stated Maturity,
and in such case the overdue principal of this Debt Security
shall bear interest at the rate of ....% per annum (to the extent
_________________________
* To be completed and supplemented to reflect the terms
of any series of Securities.
<PAGE>
-2-
that the payment of such interest shall be legally enforceable),
which shall accrue from the date of such default in payment to
the date payment of such principal has been made or duly provided
for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not
so paid on demand shall bear interest at the rate of .....% per
annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been
made or duly provided for, and such interest shall also be pay-
able on demand.] Such payments [(including premium, if any)]
shall be made, subject to any laws or regulations applicable
thereto and to the right of the Company (limited as provided in
the Indenture) to rescind the designation of any such Paying
Agent, at the [main] office of .......... in ..........,
.......... in .........., .......... in .........., .......... in
.......... and .......... in .........., or at such other offices
or agencies outside the United States (as defined below) as the
Company may designate, at the option of the Holder, by [United
States dollar] check drawn on a bank in The City of New York or
by transfer of [United States dollars] to an account maintained
by the payee with a bank located outside the United States. [If
the Debt Security is interest-bearing, insert- Interest on this
Debt Security due on or before Maturity shall be payable only
upon presentation and surrender at such an office or agency of
the interest coupons hereto attached as they severally mature.]
No payment of principal [, or] [premium] [or interest] on this
Debt Security shall be made at any office or agency of the Com-
pany in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a
bank located in the United States [If the Debt Security is
denominated and payable in United States dollars, insert-; pro-
vided, however, that payment of principal of [(and premium, if
any)] and [any] interest on this Debt Security (including any
additional amounts which may be payable as provided below) shall
be made at the office of the Company's Paying Agent in the United
States of America, if (but only if) payment in United States dol-
lars of the full amount of such principal[, premium] [, interest]
or additional amounts, as the case may be, at all offices or
agencies outside United States maintained for the purpose by the
Company in accordance with the Indenture is illegal or effec-
tively precluded by exchange controls or other similar restric-
tions, as determined by the Company].
The Company will pay to the Holder of this Debt Secu-
rity [if the Debt Security is interest-bearing, insert- or any
coupon appertaining hereto] who is a United States Alien (as
<PAGE>
-3-
defined below) such additional amounts as may be necessary in
order that [If the Debt Security is interest-bearing, insert-
every net payment of the principal of [(and premium, if any)] and
interest on this Debt Security] [If the Debt Security is not to
bear interest prior to Maturity, insert- (i) the net payment of
principal of (and interest on overdue principal, if any, on) this
Debt Security and (ii) the net proceeds from the sale or exchange
of this Debt Security, including, in each case, amounts received
in respect of original issue discount], after deduction or with-
holding for or on account of any present or future tax, assess-
ment or other governmental charge imposed by the United States or
any political subdivision or taxing authority thereof or therein
upon or as a result of such payment [If the Debt Security is not
to bear interest prior to Maturity, insert- or as a result of
such sale or exchange], will not be less than the amount provided
for in this Debt Security [If the Debt Security is interest-bear-
ing, insert- or, in the case of a sale or exchange, the amount of
the net proceeds from the sale or exchange before any such tax,
assessment or other governmental charge]; provided, however, that
the foregoing obligation to pay additional amounts will not apply
to any one or more of the following:
(i) any tax, assessment or other governmental charge
which would not have been so imposed but for (i) the exis-
tence of any present or former connection between such
Holder (or between a fiduciary, settlor, beneficiary, member
of, or possessor of a power over, or shareholder of such
Holder, if such Holder is an estate, a trust, a partnership
or a corporation) and the United States, including, without
limitation, such Holder (or such fiduciary, settlor, benefi-
ciary, member, possessor or shareholder) being or having
been a citizen or resident or treated as a resident thereof,
or being or having been engaged in trade or business or pre-
sent therein, or having or having had a permanent establish-
ment therein, or (ii) such Holder's present or former status
as a personal holding company, a foreign personal holding
company, a controlled foreign corporation for United States
tax purposes or a corporation which accumulates earnings to
avoid United States federal income tax;
(ii) any tax, assessment or other governmental charge
imposed [If the Debt Security is interest-bearing, insert-
on interest received by a Person holding, actually or con-
structively, 10% or more of the total combined voting power
of all classes of stock of the Company entitled to vote or
on interest received by a bank on an extension of credit
made pursuant to a loan agreement entered into in the
<PAGE>
-4-
ordinary course of its trade or business, within the meaning
of section 881(c)(3)(A) of the Internal Revenue Code of
1986, as amended (the "Code")] [If the Debt Security is not
to bear interest prior to Maturity, insert- by reason of
such Holder's past or present status as the actual or
constructive owner of 10% or more of the total combined vot-
ing power of all classes of stock of the Company entitled to
vote or on interest received by a bank on an extension of
credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business, within the meaning
of section 881(c)(3)(A) of the Code];
(iii) any tax, assessment or other governmental charge
which would not have been imposed but for the failure to
comply with any certification, identification or other
reporting requirements concerning the nationality, resi-
dence, identity or connection with the United States of the
Holder or beneficial owner of this Debt Security [If the
Debt Security is interest-bearing, insert- or any coupon
appertaining hereto], if compliance is required by statute
or by regulation of the United States as a precondition to
exemption from such tax, assessment or other governmental
charge;
(iv) any estate, inheritance, gift, sales, transfer,
personal property or any similar tax, assessment or govern-
mental charge;
(v) any tax, assessment or other governmental charge
which is payable otherwise than by deduction or withholding
from payments of [If the Debt Security is interest-bearing,
insert- principal of [(and premium, if any)] or interest on
this Debt Security.] [If the Debt Security is not to bear
interest prior to Maturity, insert- principal of (or inter-
est on overdue principal, if any, on) this Debt Security or
from payments from the proceeds of a sale or exchange of
this Debt Security]; or
(vi) any tax, assessment or other governmental charge
which would not have been so imposed but for the presenta-
tion by the Holder of this Debt Security [If Debt Security
is interest-bearing, insert- or any coupon appertaining
hereto] for payment on a date more than 15 days after the
date on which such payment became due and payable or the
date on which payment thereof is duly provided for, which-
ever occurs later;
<PAGE>
-5-
nor will additional amounts be paid with respect to any payment
of [If the Debt Security is interest-bearing, insert- principal
of [(and premium, if any)] or interest on this Debt Security] [If
the Debt Security is not to bear interest prior to Maturity,
insert- principal of (or interest on overdue principal, if any,
on) this Debt Security or of the proceeds of any sale or exchange
of this Debt Security] to any United States Alien who is a fidu-
ciary or partnership or other than the sole beneficial owner of
any such payment to the extent that a beneficiary or settlor with
respect to such fiduciary, a member of such a partnership or the
beneficial owner would not have been entitled to the additional
amounts had such beneficiary, settlor, member or beneficial owner
been the Holder of this Debt Security [If the Debt Security is
interest-bearing, insert- or any coupon appertaining hereto]. In
the case of net proceeds from the sale or exchange of a Bearer
Security, additional amounts with respect to such net proceeds
shall not (a) exceed additional amounts that would have been pay-
able if the Bearer Security had been redeemed for its issue price
plus accrued original issue discount at the time of such sale or
exchange or (b) be paid in respect of any sale or exchange occur-
ring after the date fixed for redemption of such Debt Security.
Except as previously provided herein with respect to Bearer Secu-
rities, the Company shall not be required to make any payment
with respect to any tax, assessment or other governmental charge
imposed by any government or any political subdivision or taxing
authority thereof or therein and may make such withholdings and
deductions on account of any such charge as may be required by
applicable law or regulation. The term "United States Alien"
means any Person who, for United States federal income tax pur-
poses, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation,
a non-resident alien individual or a non-resident alien fiduciary
of a foreign estate or trust, and the term "United States" means
the United States of America (including the States and the Dis-
trict of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.
[Notwithstanding the foregoing, if and so long as a
certification, identification or other reporting requirement
referred to in the [fourth] [fifth] paragraph on the reverse
hereof would be fully satisfied by payment of a backup withhold-
ing tax or similar charge, the Company may elect, by so stating
in the Determination Notice (as defined in such paragraph), to
have the provisions of this paragraph apply in lieu of the provi-
sions of such paragraph. In such event, the Company will pay as
<PAGE>
-6-
additional amounts such amounts as may be necessary so that every
net payment made following the effective date of such require-
ments outside the United States by the Company or any of its Pay-
ing Agents of principal [(and premiums, if any)] [If the Debt
Security is interest-bearing, insert- or interest] due in respect
of any Bearer Security [If the Debt Security is interest-bearing,
insert - or any coupon] of which the beneficial owner is a United
States Alien (but without any requirement that the nationality,
residence or identity of such beneficial owner be disclosed to
the Company, any Paying Agent or any governmental authority),
after deduction or withholding for or on account of such backup
withholding tax or similar charge other than a backup withholding
tax or similar charge which is (i) the result of a certification,
identification or other reporting requirement described in the
second parenthetical clause of such paragraph, or (ii) imposed as
a result of the fact that the Company or any of its Paying Agents
has actual knowledge that the beneficial owner of such Bearer
Security [If the Debt Security is interest-bearing, insert - or
any coupon] is within the category of Persons described in clause
(a) of the [third] paragraph of this Debt Security, or (iii)
imposed as a result of presentation of such Bearer Security [If
the Debt Security is interest-bearing, insert - or coupon] for
payment more than 15 days after the date on which such payment
becomes due and payable or on which payment thereof is duly pro-
vided for, whichever occurs later, will not be less than the
amount provided for in such Bearer Security [If the Debt Security
is interest-bearing, insert - or coupon] to be then due and
payable.]
Reference is made to the further provisions of this
Debt Security set forth on the reverse hereof, which further pro-
visions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof,
or through an authenticating agent, by manual signature of an
authorized signatory, neither this Debt Security, nor any coupon
appertaining hereto, shall be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
<PAGE>
-7-
IN WITNESS WHEREOF, the Company has caused this instru-
ment to be duly executed under its corporate seal and coupons
bearing the facsimile signature of [its Treasurer] [one of its
Assistant Treasurers] to be annexed hereto.
Dated as of _______________, ____
CPC INTERNATIONAL INC.
By__________________________
Attest:
_____________________________
<PAGE>
[Form of Reverse of Debt Security]
This Debt Security is one of a duly authorized issue of
securities of the Company (herein called the "Debt Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of April 15, 1988 (herein called the "Indenture"),
between the Company and Bankers Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures sup-
plemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Debt Securities are, and are to be, authenticated and delivered.
This Debt Security is one of the series designated on the face
hereof [, limited in aggregate principal amount to [U.S.
$]......]. The Debt Securities of this series are issuable as
Bearer Securities, with interest coupons attached, in the denomi-
nation of [U.S. $.........[, and as Registered Securities, with-
out coupons, in denominations of [U.S. $]......... and any inte-
gral multiple thereof.] [As provided in the Indenture and sub-
ject to certain limitations therein set forth, Bearer Securities
and Registered Securities of this series are exchangeable for a
like aggregate principal amount of Registered Securities of this
series and of like tenor of any authorized denominations, as
requested by the Holder surrendering the same, upon surrender of
the Debt Security or Debt Securities to be exchanged, with all
unmatured coupons and all matured coupons in default thereto
appertaining, at any office or agency described below where Reg-
istered Securities of this series may be presented for registra-
tion of transfer, provided, however, that Bearer Securities sur-
rendered in exchange for Registered Securities between a Record
Date and the relevant Interest Payment Date shall be surrendered
without the coupon relating to such Interest Payment Date.
Bearer Securities may not be issued in exchange for Registered
Securities.]
[If applicable, insert - The Debt Securities of this
series are subject to redemption [(1)] [If applicable, insert -
on (1) .......... in any year commencing with the year ..........
and ending with the year .......... through operation of the
sinking fund for this series at a Redemption Price equal to [100%
of the principal amount] [or Insert formula for determining the
amount], and (2)] [If applicable, insert - at any time [on or
after .........., .....], as a whole or in part, at the election
of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [or before
.........., .....%, and if redeemed] during the 12-month period
beginning . . . . . of the years indicated,
Redemption Redemption
Year __Price__ Year __Year___
<PAGE>
-2-
and thereafter at a Redemption Price equal to ....% of the prin-
cipal amount,] [and (.....)] (under the circumstances described
in the next [two] succeeding paragraph[s] at a Redemption Price
equal to [100% of the principal amount] [or insert formula for
determining the amount] [If the Debt Security is
interest-bearing, insert -, together in the case of any such
redemption [If applicable, insert - (whether through operation of
the sinking fund or otherwise)] with accrued interest to the
Redemption Date; provided, however, that interest installments on
this Debt Security whose Stated Maturity is on or prior to such
Redemption Date will be payable only upon presentation and sur-
render of coupons for such interest (at an office or agency
located outside the United States, except as herein provided
otherwise)].]
[If applicable, insert - The Debt Securities of this
series are subject to redemption (1) on ......... in any year
commencing with the year .... and ending with the year ..........
through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth
in the table below, and (2) at any time [on or after
.....,.....], as a whole or in part, at the election of the Com-
pany, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If
redeemed during the 12-month period beginning .......... of the
years indicated,
<PAGE>
-3-
Redemption
Redemption Price for
Price Redemption
for Otherwise
Redemption Than
Through Through
Operation Operation
of the of the
Sinking Sinking
Year ___Fund___ ___Fund___
and thereafter at a Redemption Price equal to ...% of the princi-
pal amount, and (3) under the circumstances described in the next
[two] succeeding paragraph[s] at a Redemption Price equal to 100%
of the principal amount [or insert formula for determining the
amount] [If the Debt Security is interest-bearing, insert -
together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued interest
to the Redemption Date; provided, however, that interest install-
ments on this Debt Security whose Stated Maturity is on or prior
to such Redemption Date will be payable only upon presentation
and surrender of coupons for such interest (at an office or
agency located outside the United States, except as herein pro-
vided otherwise].]
[Partial redemption must be in an amount not less than
[U.S. $5,000] principal amount of Debt Securities.] [Notwith-
standing the foregoing, the Company may not, prior to ..........,
redeem any Debt Securities of this series as contemplated by
clause [(2)] above as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly,
of moneys borrowed having an interest cost to the Company (calcu-
lated in accordance with generally accepted financial practice)
of less than ...% per annum.]
[The Debt Securities may be redeemed, as a whole but
not in part, at the option of the Company, at a Redemption Price
[equal to 100% of their principal amount] [determined as set
forth in the preceding paragraph] [If the Debt Security is
interest-bearing, insert -, together with interest accrued to the
date fixed for redemption,] if (i), as a result of any amendment
to, or change in, the laws or regulations of the United States or
any political subdivision or taxing authority thereof or therein
<PAGE>
-4-
affecting taxation, or any amendment to or change in an official
interpretation or application of such laws or regulations, which
amendment or change ("Tax Law Change") is effective on or after
.........., ...., the Company has or will become obligated to pay
additional amounts (as described on the face hereof) [If the
Debt Security is interest-bearing, insert - on the next succeed-
ing Interest Payment Date] [If the Debt Security is not to bear
interest prior to Maturity, insert - at Maturity or upon the sale
or exchange of any Debt Security] at the time such notice is
given, such obligation to pay such additional amounts remains in
effect or (ii) in the written opinion of independent counsel
selected by the Company there is a substantial likelihood that
the Company has or will become obligated to pay such additional
amounts as a result of any action taken by any taxing authority
or of any action brought in a court of competent jurisdiction in
the United States or any political subdivision thereof or
therein, including any of the actions described in (i) above,
whether or not such action has been taken or brought with respect
to the Company, or as a result of any officially proposed Tax Law
Change, which action or proposed change occurs after ............
[If applicable, insert - In addition, if the Company
determines, based upon a written opinion of independent counsel
selected by the Company, that any payment made outside the United
States by the Company or any of its Paying Agents of the full
amount of principal [(, premium, if any)] or interest due with
respect to any Bearer Security or coupon would, under any present
or future laws or regulations of the United States, be subject to
any certification, identification or other reporting requirement
of any kind, the effect of which requirement is the disclosure to
the Company, any Paying Agent or any governmental authority of
the nationality, residence or identity of a beneficial owner of
such Bearer Security or coupon who is a United States Alien (as
defined on the face hereof) (other than such a requirement (a)
which would not be applicable to a payment made by the Company or
any one of its Paying Agents (i) directly to the beneficial
owner, or (ii) to any custodian, nominee or other agent of the
beneficial owner, or (b) which can be satisfied by the custodian,
nominee or other agent certifying that the beneficial owner is a
United States Alien, provided in each case referred to in clauses
(a)(ii) and (b) that payment by such custodian, nominee or other
agent of such beneficial owner is not otherwise subject to any
such requirement), the Company at its election will either (x)
redeem the Debt Securities, as a whole but not in part, at a
Redemption Price [equal to 100% of their principal amount,]
[determined as set forth in the next preceding paragraph,]
together with interest accrued to the date fixed for redemption,
<PAGE>
-5-
or (y) if and so long as the conditions of the [third] paragraph
on the face of this Debt Security are satisfied, pay the addi-
tional amounts specified in such paragraph. The Company will
make such determination and election and notify the Trustee
thereof as soon as practicable, and the Trustee will promptly
give notice of such determination in the manner provided below
(the "Determination Notice"), in each case stating the effective
date of such certification, identification or other reporting
requirement, whether the Company will redeem the Debt Securities
or will pay the additional amounts specified in such paragraph
and (if applicable) the last day by which the redemption of the
Debt Securities must take place. If the Company elects to redeem
the Debt Securities, such redemption shall take place on such
date, not later than one year after publication of the Determina-
tion Notice, as the Company elects by notice to the Trustee at
least 60 days before such date, unless shorter notice is accept-
able to the Trustee. Notwithstanding the foregoing, the Company
will not so redeem the Debt Securities if the Company, based upon
an opinion of independent counsel selected by the Company, subse-
quently determines, not less than 10 days prior to the date fixed
for redemption, that subsequent payments would not be subject to
any such requirement, in which case the Company will notify the
Trustee, which will promptly give notice of that determination in
the manner provided below, and any earlier redemption notice will
thereupon be revoked and of no further effect. If the Company
elects as provided in clause (y) above to pay such additional
amounts, the Company may subsequently redeem the Debt Securities,
at any time, as a whole or in part, at a Redemption Price [equal
to 100% of their principal amount] [determined as set forth in
the next preceding paragraph,] together with interest accrued to
the date fixed for redemption, but without reduction for appli-
cable United States withholding taxes.]
[If applicable, insert - In addition, if the Company
determines, based upon a written opinion of independent counsel
selected by the Company, that any payment made outside the United
States by the Company or any of its Paying Agents of the full
amount due with respect to any Bearer Security would, under any
present or future laws or regulations of the United States, be
subject to any certification, identification or other reporting
requirement of any kind, the effect of which requirement is the
disclosure to the Company, any Paying Agent or any governmental
authority of the nationality, residence or identity of a benefi-
cial owner of such Bearer Security who is a United States Alien
(as defined on the face hereof) (other than such a requirement
(a) which would not be applicable to a payment made by the Com-
pany or any one of its Paying Agents (i) directly to the
<PAGE>
-6-
beneficial owner or (ii) to any custodian, nominee or other agent
of the beneficial owner, or (b) which can be satisfied by the
custodian, nominee or other agent certifying to the effect that
such beneficial owner is a United States Alien, provided in each
case referred to in clauses (a)(ii) and (b) that payment by such
custodian, nominee or other agent of such beneficial owner is not
otherwise subject to any such requirement), the Company at its
election will either (x) permit any Holder of a Bearer Security
to present such Bearer Security for redemption within 90 days of
notice of such redemption, at a Redemption Price determined as
set forth in the next preceding paragraph, or (y) if and so long
as the conditions of the [fifth] paragraph on the face of this
Debt Security are satisfied, pay the additional amounts specified
in such paragraph. The Company will make such determination and
election and notify the Trustee thereof as soon as practicable,
and the Trustee will promptly give notice of such determination
in the manner provided below (the "Determination Notice"), in
each case stating the effective date of such certification, iden-
tification or other reporting requirement, whether the Company
has elected to permit redemption of the Bearer Securities or to
pay the additional amounts specified in such paragraph and (if
applicable) the last day by which the Company may publish any
notice of redemption. If the Company elects to permit redemption
of the Bearer Securities, notice of the redemption will be given
not more than 268 days following the Determination Notice and
will specify the date fixed for redemption. The Bearer Securi-
ties will be redeemed on the day 97 days after notice of the
redemption has been given. Notwithstanding the foregoing, the
Company will not permit redemption of the Bearer Securities if
the Company, based upon an opinion of independent counsel, subse-
quently determines, not less than 10 days prior to the date fixed
for redemption, that no payment would be subject to any such
requirement, in which case the Company will promptly notify the
Trustee, which will promptly give notice of that determination in
the manner described below, and any earlier redemption notice
will thereupon be revoked and of no further effect.]
[The sinking fund for this series provides for the
redemption on ................. in each year, beginning with the
year ........ and ending with the year ........, of [not less
than] [U.S.] $......... [("mandatory sinking fund") and not more
than [U.S. $.........]] aggregate principal amount of Debt Secu-
rities of this series. [Debt Securities of this series acquired
or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent [manda-
tory] sinking fund payments otherwise required to be made -- in
the inverse order in which they become due.]]
<PAGE>
-7-
[Notice of redemption will be given by publication in
an Authorized Newspaper in The City of New York and, if the Debt
Securities of this series are then listed on [The International
Stock Exchange of the United Kingdom and the Republic of Ireland
Limited] [the Luxembourg Stock Exchange] [or] any [other] stock
exchange located outside the United States and such stock
exchange shall so require, in [London] [Luxembourg] [or] in any
[other] required city outside the United States, or, if not prac-
ticable, elsewhere in Europe, [and by mail to Holders of Regis-
tered Securities] not less than 30 nor more than 60 days prior to
the date fixed for redemption, all as provided in the Indenture.]
If an Event of Default with respect to Debt Securities
of this series shall occur and be continuing, [the] [If an Origi-
nal Issue Discount Debt Security, insert - an amount of] princi-
pal of the Debt Securities of the series may be declared due and
payable in the manner and with the effect provided in the Inden-
ture [the] [If an Original Issue Discount Debt Security, insert
- - such amount shall be equal to - insert formula for determining
the 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 Company's obligations in respect of the payment of the
principal of and interest, if any, on the Debt Securities of this
series 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 Debt Securities of each series to be affected [If
the Debt Securities of the series are interest-bearing, insert -
and any related coupons] under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Debt Securities at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percent-
ages in principal amount of the Debt Securities of each series at
the time Outstanding (with each series voting as a separate class
in certain cases specified in the Indenture, or with all series
voting as one class, in certain other cases specified in the
Indenture), on behalf of the Holders of all Debt Securities of
such series [If the Debt Securities of the series are interest-
bearing, insert - and any related coupons], to waive compliance
by the Company with certain provisions of the Indenture and cer-
tain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Debt Security
<PAGE>
-8-
shall be conclusive and binding upon such Holder and upon all
future Holders of this Debt Security and any coupon appertaining
hereto and of any Debt Security issued in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Debt Security.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Debt Security of this series [If the
Debt Security is interest-bearing, insert - or any related cou-
pon] will have any right to institute any proceeding with respect
to the Indenture or for any remedy thereunder, unless such Holder
shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the Outstand-
ing Debt Securities of this series shall have made written
request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not
have received from the Holders of a majority in principal amount
of the Outstanding Debt Securities of this series a direction
inconsistent with such request and shall have failed to institute
such proceeding within 60 days; provided, however, that such lim-
itations do not apply to a suit instituted by the Holder hereof
[If the Debt Security in interest-bearing, insert - or any
related coupon] for the enforcement of payment for the principal
of [(and premium, if any)] or [any] interest on this Debt Secu-
rity [If the Debt Security is interest-bearing, insert - or pay-
ment of such coupon] on or after the respective due dates
expressed herein [If the Debt Security is interest-bearing,
insert - or payment of such coupon] on or after the respective
due dates expressed herein [If the Debt Security is interest-
bearing, insert - or in such coupon].
No reference herein to the Indenture and no provision
of this Debt Security or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and uncondi-
tional, to pay the principal of [(and premium, if any)] and [any]
interest [(including additional amounts, as described on the face
hereof)] on this Debt Security at the times, place[s] and rate,
and in the coin or currency, herein prescribed.
Title to [Bearer] Securities and coupons shall pass by
delivery. [As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of Registered Securi-
ties is registrable in the Security Register, upon surrender of a
Registered Security for registration of transfer at the [Corpo-
rate Trust Office of the Trustee or such other] office or agency
of the Company in any place where the principal of (premium, if
<PAGE>
-9-
any) and interest, if any, on such Debt Security are payable,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder thereof or his attorney
duly authorized in writing, and thereupon one or more new [Regis-
tered] Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.]
[No service charge shall be made for any such [regis-
tration of transfer or] exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmen-
tal charge payable in connection therewith.]
The Company, the Trustee and any agent of the Company
or the Trustee may treat the bearer of a Bearer Security or any
series [If the Debt Securities of the series are interest-bear-
ing, insert - and any coupon appertaining thereto] [, and prior
to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Debt Secu-
rity is registered,] as the owner thereof for all purposes,
whether or not such Debt Security [If the Debt Securities of the
series are interest-bearing, insert - or such coupon] is overdue,
and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Notwithstanding anything in the Indenture or in the
terms of this Debt Security to the contrary, the exchange of this
Debt Security for a Registered Security will be subject to satis-
faction of the provisions of the United States tax laws in effect
at the time of the exchange. Neither the Company nor the Trustee
nor any agent of the Company or the Trustee shall be required to
exchange this Debt Security for a Registered Security if (i) as a
result thereof and in the Company's judgment, the Company would
incur adverse consequences under then applicable United States
Federal income tax laws and (ii) in the case of the Trustee or
any agent of the Company or the Trustee, the Company shall have
delivered to such Person an Officers' Certificate and an Opinion
of Counsel as to the matters set forth in clause (i) above.
The Indenture, the Debt Securities and any coupons
appertaining thereto shall be governed by and construed in accor-
dance with the laws of the State of New York without giving
effect to the conflicts of laws provisions thereof. All terms
used in this Debt Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
<PAGE>
-10-
[Form of Face of Coupon]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL
BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTION 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[R-]...............
CPC INTERNATIONAL INC. [U.S. $]...........
Due................
..............................
q Unless the Debt Security to which this coupon appertains
shall have been called for previous redemption and payment
thereof duly provided for on the date set forth hereon, CPC
INTERNATIONAL INC. (herein called the "Company") will pay to
bearer, upon surrender hereof, the amount shown hereon (together
with any additional amounts in respect thereof which the Company
may be required to pay according to the terms of said Debt Secu-
rity and the Indenture referred to therein) [at the initial Pay-
ing Agents set out on the reverse hereof or at such other offices
or agencies (which, except as otherwise provided in the Debt
Security to which this coupon appertains, shall be located out-
side the United States of America (including the States and the
District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction (the "United States")) as the
Company may designate from time to time,] at the option of the
Holder, by [United States dollar check] drawn on a bank in The
City of New York or by transfer of [United States dollars] to an
account maintained by the payee with a bank located outside the
United States, being [one year's] interest then payable on said
Debt Security.
CPC INTERNATIONAL INC.
By ..............................
<PAGE>
-11-
[Reverse of Coupon]*
.................................
.................................
.................................
.................................
.................................
____________________
* Insert names and addresses of Initial Paying Agents located
outside the United States."
EXHIBIT 4.5
SERIES B FIXED RATE NOTE
REGISTERED PRINCIPAL AMOUNT
NO. FX ______ CPC INTERNATIONAL INC.
MEDIUM-TERM NOTE, SERIES B
(FIXED RATE) CUSIP
Due More Than Nine Months from Date of Issue
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF APPLY-
ING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency:
(If other than U.S. Dollars, see attached)
Option to Receive Payments in Specified Currency:
(Applicable only if Specified Currency is
other than U.S. dollars)
___ ___
Yes /__/ No /__/
Authorized Denominations:
(Applicable only if Specified Currency is
other than U.S. dollars)
___ ___
Optional Redemption: Yes /__/ No /__/
Initial Redemption Date:
<PAGE>
-2-
Redemption Price:
___
/__/ The Redemption Price shall initially be % of
the principal amount of the Note to be redeemed
and shall decline at each anniversary of the Ini-
tial Redemption Date by % of the principal
amount to be redeemed until the Redemption Price
is 100% of such principal amount; provided, how-
ever, that if this Note is a Discount Note, the
Redemption Price shall be the Amortized Face
Amount of the principal amount to be redeemed.
___
/__/ Other:
___ ___
Optional Repayment: /__/ Yes /__/ No
Optional Repayment Dates:
Optional Repayment Prices:
___ ___
Discount Note: /__/ Yes /__/ No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
___ ___
Indexed Note: /__/ Yes (see attached) /__/ No
Exchange Rate Agent:
<PAGE>
-3-
CPC INTERNATIONAL INC., a corporation duly organized
and existing under the laws of the State of Delaware (herein
referred to as the "Company"), for value received hereby promises
to pay or
registered assigns, the principal
sum of (Specified Currency) on the Stated Matur-
ity shown above and to pay accrued interest on said principal sum
at the Interest Rate shown above from the Original Issue Date
shown above or from the most recent date to which interest has
been paid or duly provided for, semiannually in arrears on May 15
and November 15 of each year and at Maturity, until said princi-
pal sum is paid or duly provided for in accordance with the terms
hereof. Interest on this Note, if any, will be computed on the
basis of a 360-day year of twelve 30-day months. The interest so
payable, and punctually paid or duly provided for, on any Inter-
est Payment Date will, as provided in the Indenture referred to
on the reverse hereof, 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,
which, in the case of interest payable on a May 15, or
November 15 (other than interest payable at Maturity) shall be
the May 1 or November 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date and, in
the case of interest payable at Maturity, shall be the Stated
Maturity of this Note. Notwithstanding the foregoing, if this
Note is issued between a Regular Record Date and the related
Interest Payment Date, the interest so payable for the period
from the Original Issue Date to such Interest Payment Date shall
be paid on the next succeeding Interest Payment Date to the reg-
istered Holder hereof on the related Regular Record Date. Any
such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holder hereof on
such Regular Record Date, and may be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is regis-
tered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes not less than
ten days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. For purposes of
this Note, "Business Day" means any day, other than a Saturday or
Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in
(i) The City of New York or (ii) if the Specified Currency shown
above (as defined below) is other than U.S. dollars, the
<PAGE>
-4-
financial center of the country issuing such Specified Currency
(which, in the case of the European Currency Unit ("ECU"), shall
be Brussels, Belgium).
The principal hereof and any premium and interest
hereon are payable by the Company in the Specified Currency shown
above. If the Specified Currency shown above is other than U.S.
dollars, the Company will arrange to convert all payments in
respect hereof into U.S. dollars in the manner described on the
reverse hereof. The Holder hereof may, if so indicated above,
elect to receive all payments in respect hereof in the Specified
Currency by delivery of a written notice to the Trustee not later
than fifteen calendar days prior to the applicable payment date.
Such election will remain in effect until revoked by written
notice to the Trustee received on or prior to the applicable Reg-
ular Record Date or at least fifteen calendar days prior to the
Stated Maturity, as the case may be. If the Company determines
that the Specified Currency is not available for making payments
in respect hereof due to the imposition of exchange controls or
other circumstances beyond the Company's control, then the Holder
hereof may not so elect to receive payments in the Specified Cur-
rency, and any such outstanding election shall be automatically
suspended, and payments shall be in U.S. dollars, until the Com-
pany determines that the Specified Currency is again available
for making such payments.
Payments of interest in U.S. dollars (other than inter-
est payable at Maturity) will be made at the office or agency of
the Company maintained for such purpose or, at the option of the
Company, may be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security
Register on the applicable Regular Record Date, provided that, if
the Holder hereof is the Holder of U.S. $10,000,000 (or the
equivalent thereof in a currency other than U.S. dollars deter-
mined as provided on the reverse hereof) or more in aggregate
principal amount of Notes of like tenor and term, such U.S. dol-
lar interest payments will be made by wire transfer of immedi-
ately available funds, but only if appropriate wire transfer
instructions have been received in writing by the Trustee not
less than fifteen calendar days prior to the applicable Interest
Payment Date. Simultaneously with any election by the Holder
hereof to receive payments in respect hereof in the Specified
Currency (if other than U.S. dollars), such Holder shall provide
appropriate wire transfer instructions to the Trustee and all
such payments will be made by wire transfer of immediately avail-
able funds to an account maintained by the payee with a bank
located outside the United States. The principal hereof and any
<PAGE>
-5-
premium and interest hereon payable at Maturity will be paid in
immediately available funds upon surrender of this Note at the
corporate trust office or agency of the Trustee located in the
City and State of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF, AND SUCH FURTHER PRO-
VISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any
purpose unless and until this Note has been authenticated by
Bankers Trust Company, or its successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to
be executed under its corporate seal.
Dated: CPC INTERNATIONAL INC.
By: __________________________________________
[Chairman of the Board of Directors,]
[President] [Senior Vice President]
[Comptroller] [Treasurer]
Attest: ______________________________________
[Secretary] [Assistant Secretary]
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series desig-
nated herein issued under the within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By: ______________________________
Authorized Signatory
<PAGE>
-6-
CPC INTERNATIONAL INC.
MEDIUM-TERM NOTE, SERIES B
(FIXED RATE)
This Note is one of a series of duly authorized debt
securities of the Company (the "Debt Securities") issued or to be
issued in one or more series under an indenture dated as of
April 15, 1988 (the "Indenture") between the Company and Bankers
Trust Company, as trustee (the "Trustee", which term includes any
successor Trustee under the Indenture) to which Indenture and all
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Debt Securities and of the terms upon which the
Debt Securities are, and are to be, authenticated and delivered.
This Debt Security is one of the series designated on the face
hereof limited to an aggregate initial public offering price or
purchase price of up to $300,000,000 or the equivalent thereof in
one or more foreign or composite currencies, subject to reduction
as a result of the sale of other securities and to increase from
time to time to such larger amounts as may be authorized by the
Company.
The authorized denominations of Notes denominated in
U.S. dollars will be U.S.$1,000 and any larger amount that is an
integral multiple of U.S.$1,000. The authorized denominations of
Notes denominated in a currency other than U.S. dollars will be
as set forth on the respective faces thereof.
Each Note, other than a Note denominated in a Foreign
Currency (a "Foreign Currency Note"), will be issued in fully
registered book-entry form (a "Book-Entry Note") or in definitive
form (a "Definitive Note").
If the Specified Currency is other than U.S. dollars,
the amount of any U.S. dollar payment to be made in respect
hereof will be determined by the Exchange Rate Agent based on the
highest bid quotation expressed in U.S. dollars received by the
Exchange Rate Agent at approximately 11:00 a.m., New York City
time, on the second Business Day preceding the applicable payment
date, from three recognized foreign exchange dealers (one of whom
may be the Exchange Rate Agent) selected by the Exchange Rate
Agent and approved by the Company for the purchase by the quoting
dealer, of the Specified Currency for U.S. dollars for settlement
on such payment date in the aggregate amount of the Specified
Currency payable to all Holders of Foreign Currency Notes
<PAGE>
-7-
scheduled to receive U.S. dollar payments and at which the appli-
cable dealer commits to execute a contract. All currency
exchange costs will be borne by the holders of such Foreign Cur-
rency Notes by deductions from such payments. If less than three
such bid quotations are available, then such payments will be
made in the Specified Currency, unless the Specified Currency is
unavailable due to the imposition of exchange controls or to
other circumstances beyond the Company's control, in which case
payment will be made as described in the next paragraph.
If any payment in respect hereof is required to be made
in a Specified Currency other than U.S. dollars and such currency
is unavailable due to the imposition of exchange controls or
other circumstances beyond the Company's control, then such pay-
ment shall be made in U.S. dollars on the basis of the Market
Exchange Rate (as defined below) on the second Business Day prior
to such payment, or if such Market Exchange Rate is not then
available, on the basis of the most recently available Market
Exchange Rate or as otherwise indicated on the face hereof. Any
payment made under such circumstances in U.S. dollars will not
constitute an Event of Default under the Indenture. If any pay-
ment in respect hereof is required to be made in any currency
unit (e.g., ECU), and such currency unit is unavailable due to
the imposition of exchange controls or other circumstances beyond
the Company's control, then the Company shall make any payments
in respect of such Note in United States dollars until such cur-
rency unit is again available. The amount of each payment in
United States dollars shall be computed on the basis of the Mar-
ket Exchange Rate on the second Business Day prior to such pay-
ment, or if such Market Exchange Rate is not then available, on
the basis of the equivalent of the currency unit in United States
dollars, which shall be determined by the Company or its agent on
the following basis. The component currencies of the currency
unit for this purpose (the "Component Currencies" or, individu-
ally, a "Component Currency") shall be the currency amounts that
were components of the currency unit as of the last day on which
the currency unit was used. The equivalent of the currency unit
in United States dollars shall be calculated by aggregating the
United States dollar equivalents of the Component Currencies.
The United States dollar equivalent of each of the Component Cur-
rencies shall be determined by the Company or such agent on the
basis of the most recently available Market Exchange Rate for
each such Component Currency, or as otherwise indicated on the
face hereof. If the official unit of any Component Currency is
altered by way of combination or subdivision, the number of units
of the currency as a Component Currency shall be divided or mul-
tiplied in the same proportion. If two or more Component
<PAGE>
-8-
Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced by
an amount in such single currency equal to the sum of the amounts
of the consolidated Component Currencies expressed in such single
currency. If any Component Currency is divided into two or more
currencies, the amount of the original Component Currency shall
be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Compo-
nent Currency.
"Market Exchange Rate" means (A) with respect to a
Specified Currency that is the currency of a country other than
the United States, the noon U.S. dollar buying rate in The City
of New York for cable transfers for such Specified Currency on
the applicable date as determined by the Federal Reserve Bank of
New York, (B) with respect to a Specified Currency that is the
ECU, the exchange rate between the ECU and the U.S. dollar
reported for the applicable date by the Council of the European
Communities (the reports of which currently are based on the
rates in effect at 2:30 P.M., Brussels time, on the exchange mar-
kets of the component currencies of the ECU) and (C) with respect
to a Specified Currency that is a composite currency other than
the ECU, the exchange rate specified on the face hereof.
The interest payable hereon on each Interest Payment
Date shall include interest accrued through the day before such
Interest Payment Date.
If so specified on the face hereof, the Company may, at
its option, redeem this Note in whole, or from time to time in
part, on or after the date designated as the Initial Redemption
Date on the face hereof, at prices declining from a specified
premium, if any, to par, together with accrued interest to the
date of redemption. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption at least
30 but not more than 60 days prior to the date of redemption. In
the event of redemption of this Note in part only, a new Note or
Notes for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
If so specified on the face hereof, this Note will be
repayable prior to Maturity at the option of the Holder on the
Optional Repayment Dates shown on the face hereof at the Optional
Repayment Prices shown on the face hereof, together with accrued
interest to the date of repayment. In order for this Note to be
repaid, the Trustee must receive at least 30 but not more than 60
days prior to an Optional Repayment Date this Note with the form
<PAGE>
-9-
below entitled "Option to Elect Repayment" duly completed. Any
tender of this Note for repayment shall be irrevocable. The
repayment option may be exercised by the Holder of this Note for
less than the entire principal amount of the Note provided that
the principal amount of this Note remaining outstanding after
repayment is an authorized denomination. Upon such partial
repayment, this Note shall be cancelled and a new Note or Notes
for the remaining principal amount hereof shall be issued in the
name of the Holder of this Note.
This Note will not be subject to any sinking fund.
Notwithstanding anything herein to the contrary, if
this Note is a Discount Note, the amount payable in the event of
redemption or repayment prior to the Stated Maturity hereof, in
lieu of the principal amount due at the Stated Maturity hereof,
shall be the Amortized Face Amount of this Note as of the redemp-
tion date or the date of repayment, as the case may be. The
"Amortized Face Amount" of this Note shall be the amount equal to
(a) the Issue Price (as set forth on the face hereof) plus (b)
that portion of the difference between the Issue Price and the
principal amount hereof that has accrued at the Yield to Maturity
(as set forth on the face hereof) (computed in accordance with
generally accepted United States bond yield computation princi-
ples) at the date as of which the Amortized Face Amount is calcu-
lated, but in no event shall the Amortized Face Amount of this
Note exceed its principal amount.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a
like aggregate principal amount of Notes of different authorized
denominations, as requested by the Person surrendering the same.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is reg-
istrable on the Security Register of the Company, upon surrender
of this Note for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, the City and State of
New York, duly endorsed by, or accompanied by a written instru-
ment of transfer in form satisfactory to the Company, the Trustee
and the Security Registrar or any transfer agent duly executed by
the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
<PAGE>
-10-
No service charge shall be made for any such registra-
tion 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 Com-
pany or of the Trustee may treat the person in whose name this
Note is registered as the Holder hereof for the purpose of
receiving payment of principal of (and premium, if any) and (sub-
ject to Sections 305 and 307 of the Indenture) interest, if any,
on this Note and for all other purposes whatsoever, whether or
not payment on this Note is overdue, and neither the Company, the
Trustee nor such agent shall be affected by notice to the
contrary.
If an Event of Default with respect to the Debt Securi-
ties of the series shall have occurred and be continuing, the
principal of all the Debt Securities of this series may be
declared due and payable in the manner and with the effect pro-
vided in the Indenture.
In case this Note shall at any time become mutilated,
destroyed, stolen or lost and this Note or evidence of the loss,
theft or destruction hereof (together with such indemnity and
such other documents or proof as may be required by the Company
or the Trustee) shall be delivered to the principal corporate
trust office of the Trustee, a new registered Note of like tenor
and principal amount will be issued by the Company in exchange
for, or in lieu of, this Note. All expenses and reasonable
charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new registered Note
shall be borne by the Holder of this Note.
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 Debt Securities of each series to be affected
under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority in
aggregate principal amount of the Debt Securities at the time
Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in
aggregate principal amount of the Debt Securities of any series
at the time Outstanding, on behalf of the Holders of all Debt
Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
<PAGE>
-11-
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Debt Security shall be
conclusive and binding upon such Holder and upon all future Hold-
ers of this Debt Security and of any Debt Security issued upon
the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Debt Security.
Holders of Debt Securities may not enforce their rights
pursuant to the Indenture or the Debt Securities except as pro-
vided in the Indenture. No reference herein to the Indenture and
no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the
coin or currency, herein prescribed.
This Note shall be deemed to be a contract made and to
be performed solely in the State of New York, and for all pur-
poses shall be governed by, and construed in accordance with, the
laws of said State without regard to the conflicts of law rules
of said State.
All terms used in this Note that are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE>
-12-
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:
UNIF GIFT MIN ACT
TEN COM - as tenants in common ________ Custodian ________
TEN ENT - as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts
JT ENT - as joint tenants with to Minors Act
right of survivorship
and not as tenants in ______________________________
common (State)
Additional abbreviations may also be
used though not in the above list
________________________________
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay $_______ principal amount of the
within Note, pursuant to it terms, on the "Optional Repayment
Date" first occurring after the date of receipt of the within
Note as specified below, together with interest thereon accrued
to the date or repayment, to the undersigned at:
_________________________________________________________________
_________________________________________________________________
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the
Indenture, a new Note or Notes representing the remaining princi-
pal amount of this Note.
For this Option to Elect Repayment to be effective,
this Note with the Option to Elect Repayment duly completed must
be received by the Company within the relevant time period set
forth above at its office or agency in the Borough of Manhattan,
the City and State of New York, located initially at the office
of the Trustee at, if delivery is by hand, Four Albany Street,
Street Level, New York, New York or, if delivery is by mail, Four
Albany Street, Attention: Corporate Trust and Agency Group, New
York, New York 10015.
<PAGE>
-13-
Dated: ___________________________________
Note: The signature to this Option
to Elect Repayment must correspond
with the name as written upon the
face of the within Note in every
particular without alteration or
enlargement or any change
whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
______________________________________
_________________________________________________________________
_________________________________________________________________
Please Print or Type Name and Address
Including Zip Code of Assignee
_________________________________________________________________
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing
______________________________________________________ attorney
to transfer such Note on the books of Salomon Inc with full power
of substitution in the premises.
Dated: __________________ ___________________________________
Signature
___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the Note in every particular, with-
out alteration or enlargement or
any change whatsoever.
EXHIBIT 4.6
FORM OF SERIES B FLOATING RATE NOTE
REGISTERED PRINCIPAL AMOUNT
NO. FX _______ CPC INTERNATIONAL INC.
MEDIUM-TERM NOTE, SERIES B
(FLOATING RATE) CUSIP
Due More than Nine Months from Date of Issue
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) SET FORTH BELOW WILL BE COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
Issue Price: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Specified Currency:
(If other than U.S. dollars, see attached)
__ __
Option to Receive Payments in Specified Currency: / / Yes / / No
(Applicable only if Specified Currency is other than
U.S. dollars)
Authorized Denominations:
(Applicable only if Specified Currency is other than
U.S. dollars)
__ __ __
Base Rate: /_/ CD Rate /_/ Commercial Paper Rate /_/ __
Federal Funds Rate / / LIBOR / / Prime Rate /_/
Treasury Rate /_/ Other (see attached)
Interest Reset Period: Index Maturity:
Interest Payment Dates:
Spread Multiplier: Spread (+/-):
Spread Reset: __ The Spread or Spread Multiplier may not be
changed prior to Stated Maturity.
__ The Spread or Spread Multiplier may be changed
prior to Stated Maturity (see attached).
<PAGE>
-2-
Maximum Interest Rate: Minimum Interest Rate:
__ __
Optional Redemption: /_/ Yes /_/ No
Initial Redemption Date:
Redemption Price:
__
/_/ The Redemption Price shall initially be % of the
principal amount of the Note to be redeemed and
shall decline at each anniversary of the Initial
Redemption Date by % of the principal amount to
be redeemed until the Redemption Price is 100% of
such principal amount; provided, however, that if
this Note is a Discount Note, the Redemption Price
shall be the Amortized Face Amount of the principal
amount to be redeemed.
__
/_/ Other:
__ __
Optional Repayment: /_/ Yes /_/ No
Optional Repayment Dates:
Optional Repayment Prices:
__ __
Discount Note: /_/ Yes /_/ No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
__ __
Indexed Note: /_/ Yes (see attached) /_/ No
Exchange Rate Agent:
<PAGE>
-3-
CPC INTERNATIONAL INC., a corporation duly organized
and existing under the laws of the State of Delaware (herein
referred to as the "Company"), for value received hereby prom-
ises to pay , or
registered assigns, the principal sum of
(Specified Currency) on the Stated Maturity
shown above and to pay accrued interest on said principal sum
at the Initial Interest Rate shown above from the Original
Issue Date shown above until the first Interest Reset Date
shown above following the Original Issue Date and thereafter at
the Base Rate shown above, adjusted by the Spread or Spread
Multiplier, if any, shown above, determined in accordance with
the provisions on the reverse hereof, until said principal sum
is paid or duly provided for in accordance with the terms
hereof. The interest so payable, and punctually paid or duly
provided for, on each Interest Payment Date specified above
will, as provided in the Indenture referred to on the reverse
hereof, 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, which,
in the case of any Interest Payment Date, shall be the date
(whether or not a Business Day) fifteen calendar days immedi-
ately preceding such Interest Payment Date and, in the case of
interest payable at Maturity, shall be the Stated Maturity of
this Note. Notwithstanding the foregoing, if this Note is
issued between a Regular Record Date and the related Interest
Payment Date, the interest so payable for the period from the
Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the registered
Holder hereof on the related Regular Record Date. Any such
interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holder hereof
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 to be fixed by the
Trustee, notice whereof shall be given to Holders of Notes not
less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
For purposes of this Note, "Business Day" means any day, other
than a Saturday or Sunday, that is (a) not a day on which bank-
ing institutions are authorized or required by law or regula-
tion to be closed in (i) The City of New York or (ii) if the
Specified Currency shown above (as defined below) is other than
<PAGE>
-4-
U.S. dollars, the financial center of the country issuing the
Specified Currency (which, in the case of the European Currency
Unit ("ECU"), shall be Brussels, Belgium) and (b) if the Base
Rate specified above is LIBOR, a London Banking Day. "London
Banking Day" means any day on which dealings in deposits in the
Specified Currency are transacted in the London interbank
market.
The principal hereof and any premium and interest
hereon are payable by the Company in the Specified Currency
shown above. If the Specified Currency shown above is other
than U.S. dollars, the Company will arrange to convert all pay-
ments in respect hereof into U.S. dollars in the manner
described on the reverse hereof. The Holder hereof may, if so
indicated above, elect to receive all payments in respect
hereof in the Specified Currency by delivery of a written
notice to the Trustee not later than fifteen calendar days
prior to the applicable payment date. Such election will
remain in effect until revoked by written notice to the Trustee
received on or prior to the applicable Regular Record Date or
at least fifteen calendar days prior to the Stated Maturity, as
the case may be. If the Company determines that the Specified
Currency is not available for making payments in respect hereof
due to the imposition of exchange controls or other circum-
stances beyond the Company's control, then the Holder hereof
may not so elect to receive payments in the Specified Currency,
and any such outstanding election shall be automatically sus-
pended, and payments shall be in U.S. dollars, until the Com-
pany determines that the Specified Currency is again available
for making such payments.
Payments of interest in U.S. dollars (other than
interest payable at Maturity) will be made at the office or
agency of the Company maintained for such purpose or, at the
option of the Company, may be made by check mailed to the
address of the Person entitled thereto as such address shall
appear on the Security Register on the applicable Regular
Record Date, provided that, if the Holder hereof is the Holder
of U.S. $10,000,000 (or the equivalent thereof in a currency
other than U.S. dollars determined as provided on the reverse
hereof) or more in aggregate principal amount of Notes of like
tenor and term, such U.S. dollar interest payments will be made
by wire transfer of immediately available funds, but only if
appropriate wire transfer instructions have been received in
writing by the Trustee not less than fifteen calendar days
prior to the applicable Interest Payment Date. Simultaneously
with any election by the Holder hereof to receive payments in
<PAGE>
-5-
respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer
instructions to the Trustee and all such payments will be made
by wire transfer of immediately available funds to an account
maintained by the payee with a bank located outside the United
States. The principal hereof and any premium and interest
hereon payable at Maturity will be paid in immediately avail-
able funds upon surrender of this Note at the corporate trust
office or agency of the Trustee located in the City and State
of New York.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS NOTE SET FORTH ON THE REVERSE HEREOF, AND SUCH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for
any purpose unless and until this Note has been authenticated
by Bankers Trust Company, or its successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note
to be executed under its corporate seal.
Dated:
CPC INTERNATIONAL INC.
By ____________________________________
[Chairman of the Board of Directors,]
[President] [Senior Vice President]
[Comptroller] [Treasurer]
Attest ________________________________
[Secretary] [Assistant Secretary]
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities issued under the
within-mentioned Indenture.
<PAGE>
-6-
BANKERS TRUST COMPANY
as Trustee
By ____________________________________
Authorized Officer
<PAGE>
-7-
CPC INTERNATIONAL INC.
MEDIUM-TERM NOTE, SERIES B
(FLOATING RATE)
This Note is one of a series of duly authorized debt
securities of the Company (the "Debt Securities") issued or to
be issued in one or more series under an indenture dated as of
April 15, 1988 (the "Indenture") between the Company and Bank-
ers Trust Company, as trustee (the "Trustee", which term
includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limita-
tions of rights, duties and immunities thereunder of the Com-
pany, the Trustee and the Holders of the Debt Securities and of
the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. This Debt Security is one of the
series designated on the face hereof limited to an aggregate
initial public offering price or purchase price of up to
$300,000,000 or the equivalent thereof in one or more foreign
or composite currencies, subject to reduction as a result of
the sale of other securities and to increase from time to time
to such larger amounts as may be authorized by the Company.
The authorized denominations of Notes denominated in
U.S. dollars will be U.S.$1,000 and any larger amount that is
an integral multiple of U.S.$1,000. The authorized denomina-
tions of Notes denominated in a currency other than U.S. dol-
lars will be as set forth on the respective faces thereof.
Each Note, other than a Note denominated in a Foreign
Currency (a "Foreign Currency Note"), will be issued in fully
registered book-entry form (a "Book-Entry Note") or in defini-
tive form (a "Definitive Note").
If the Specified Currency is other than U.S. dollars,
the amount of any U.S. dollar payment to be made in respect
hereof will be determined by the Exchange Rate Agent based on
the highest bid quotation expressed in U.S. dollars received by
the Exchange Rate Agent at approximately 11:00 a.m., New York
City time, on the second Business Day preceding the applicable
payment date from three recognized foreign exchange dealers
(one of whom may be the Exchange Rate Agent) selected by the
Exchange Rate Agent and approved by the Company for the pur-
chase by the quoting dealer, of the Specified Currency for U.S.
dollars for settlement on such payment date in the aggregate
amount of the Specified Currency payable to all holders of For-
eign Currency Notes scheduled to receive U.S. dollar payments
<PAGE>
-8-
and at which the applicable dealer commits to execute a con-
tract. All currency exchange costs will be borne by the Hold-
ers of such Notes by deductions from such payments. If less
than three such bid quotations are available, then such pay-
ments will be made in the Specified Currency, unless the Speci-
fied Currency is unavailable due to the imposition of exchange
controls or to other circumstances beyond the Company's con-
trol, in which case payment will be made as described in the
next paragraph.
If any payment in respect hereof is required to be
made in a Specified Currency other than U.S. dollars and such
currency is unavailable due to the imposition of exchange con-
trols or other circumstances beyond the Company's control, then
such payment shall be made in U.S. dollars on the basis of the
Market Exchange Rate (as defined below) on the second Business
Day prior to such payment, or if such Market Exchange Rate is
not then available, on the basis of the most recently available
Market Exchange Rate or as otherwise indicated on the face
hereof. Any payment made under such circumstances in U.S. dol-
lars will not constitute an Event of Default under the Inden-
ture. If any payment in respect hereof is required to be made
in any currency unit (e.g., ECU), and such currency unit is
unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control, then the Company
shall make any payments in respect of such Note in United
States dollars until such currency unit is again available.
The amount of each payment in United States dollars shall be
computed on the basis of the Market Exchange Rate on the second
Business Day prior to such payment, or if such Market Exchange
Rate is not then available, on the basis of the equivalent of
the currency unit in United States dollars, which shall be
determined by the Company or its agent on the following basis.
The component currencies of the currency unit for this purpose
(the "Component Currencies" or, individually, a "Component Cur-
rency") shall be the currency amounts that were components of
the currency unit as of the last day on which the currency unit
was used. The equivalent of the currency unit in United States
dollars shall be calculated by aggregating the United States
dollar equivalents of the Component Currencies. The United
States dollar equivalent of each of the Component Currencies
shall be determined by the Company or such agent on the basis
of the most recently available Market Exchange Rate for each
such Component Currency, or as otherwise indicated on the face
hereof. If the official unit of any Component Currency is
altered by way of combination or subdivision, the number of
units of the currency as a Component Currency shall be divided
<PAGE>
-9-
or multiplied in the same proportion. If two or more Component
Currencies are consolidated into a single currency, the amounts
of those currencies as Component Currencies shall be replaced
by an amount in such single currency equal to the sum of the
amounts of the consolidated Component Currencies expressed in
such single currency. If any Component Currency is divided
into two or more currencies, the amount of the original Compo-
nent Currency shall be replaced by the amounts of such two or
more currencies, the sum of which shall be equal to the amount
of the original Component Currency.
"Market Exchange Rate" means (A) with respect to a
Specified Currency that is the currency of a country other than
the United States, the noon U.S. dollar buying rate in The City
of New York for cable transfers for such Specified Currency on
the applicable date as determined by the Federal Reserve Bank
of New York, (B) with respect to a Specified Currency that is
the ECU, the exchange rate between the ECU and the U.S. dollar
reported for the applicable date by the Council of the European
Communities (the reports of which currently are based on the
rates in effect at 2:30 P.M., Brussels time, on the exchange
markets of the component currencies of the ECU) and (C) with
respect to a Specified Currency that is a composite currency
other than the ECU, the exchange rate specified on the face
hereof.
If so specified on the face hereof, the Company may,
at its option, redeem this Note in whole, or from time to time
in part, on or after the date designated as the Initial Redemp-
tion Date on the face hereof, at prices declining from a speci-
fied premium, if any, to par, together with accrued interest to
the date of redemption. The Company may exercise such option
by causing the Trustee to mail a notice of such redemption at
least 30 but not more than 60 days prior to the date of redemp-
tion. In the event of redemption of this Note in part only, a
new Note or Notes for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation
hereof.
If so specified on the face hereof, this Note will be
repayable prior to Maturity at the option of the Holder on the
Optional Repayment Dates shown on the face hereof at the
Optional Repayment Prices shown on the face hereof, together
with accrued interest to the date of repayment. In order for
this Note to be repaid, the Trustee must receive at least 30
but not more than 60 days prior to an Optional Repayment Date
this Note with the form below entitled "Option to Elect
<PAGE>
-10-
Repayment" duly completed. Any tender of this Note for repay-
ment shall be irrevocable. The repayment option may be exer-
cised by the Holder of this Note for less than the entire prin-
cipal amount of the Note, provided that the principal amount of
this Note remaining outstanding after repayment is an autho-
rized denomination. Upon such partial repayment, this Note
shall be cancelled and a new Note or Notes for the remaining
principal amount hereof shall be issued in the name of the
Holder of this Note.
This Note will not be subject to any sinking fund.
Notwithstanding anything herein to the contrary, if
this Note is a Discount Note, the amount payable in the event
of redemption or repayment prior to the Stated Maturity hereof,
in lieu of the principal amount due at the Stated Maturity
hereof, shall be the Amortized Face Amount of this Note as of
the redemption date or the date of repayment, as the case may
be. The "Amortized Face Amount" of this Note shall be the
amount equal to (a) the Issue Price (as set forth on the face
hereof) plus (b) that portion of the difference between the
Issue Price and the principal amount hereof that has accrued at
the Yield to Maturity (as set forth on the face hereof) (com-
puted in accordance with generally accepted United States bond
yield computation principles) at the date as of which the Amor-
tized Face Amount is calculated, but in no event shall the
Amortized Face Amount of this Note exceed its principal amount.
This Note will bear interest from its Original Issue
Date to the first Interest Reset Date (as defined below) at the
Initial Interest Rate set forth on the face hereof. There-
after, the interest rate hereon for each Interest Reset Period
(as defined below) will be determined by reference to the Base
Rate specified on the face hereof, plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, speci-
fied on the face hereof. The Base Rates that may be specified
on the face hereof are LIBOR, the Commercial Paper Rate, the
Treasury Rate, Prime Rate, the Federal Funds Rate, the CD Rate
or any other Base Rate specified on the face hereof.
"H.15(519)" means the publication entitled "Statistical Release
H.15(519), 'Selected Interest Rates'" or any successor publica-
tion published by the Board of Governors of the Federal Reserve
System.
As specified on the face hereof, this Note may also
have either or both of the following (in each case expressed as
a rate per annum on a simple interest basis): (i) a maximum
<PAGE>
-11-
limitation, or ceiling, on the rate at which interest may
accrue during any interest period ("Maximum Interest Rate") and
(ii) a minimum limitation, or floor, on the rate at which
interest may accrue during any interest period ("Minimum Inter-
est Rate"). In addition to any Maximum Interest Rate that may
be specified on the face hereof, the interest rate will in no
event be higher than the maximum rate permitted by applicable
law, as the same may be modified by United States law of gen-
eral application.
The interest rate hereon will be reset daily, weekly,
monthly, quarterly, semiannually or annually (such period being
the "Interest Reset Period" specified on the face hereof, and
the first day of each Interest Reset Period being an "Interest
Reset Date"). Unless otherwise specified on the face hereof,
the Interest Reset Dates will be, if this Note resets daily,
each Business Day; if this Note (unless the Base Rate for this
Note is the Treasury Rate (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 pro-
vided below under "Determination of Treasury Rate"); if this
Note resets monthly, the third Wednesday of each month; if this
Note resets quarterly, the third Wednesday of March, June, Sep-
tember and December of each year; if this Note resets semiannu-
ally, the third Wednesday of the two months of each year speci-
fied on the face hereof; and if this Note resets annually, the
third Wednesday of the month of each year specified on the face
hereof; provided, however, that in all instances the interest
rate in effect for the ten days immediately prior to the Matur-
ity hereof will be that in effect on the tenth day preceding
Maturity. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day, except that if
the Base Rate specified on the face hereof is LIBOR and such
Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business
Day.
Unless otherwise specified on the face hereof, the
interest payable hereon on each Interest Payment Date shall be
the accrued interest from and including the Original Issue Date
or the last date to which interest has been paid, as the case
may be, to but excluding such Interest Payment Date or Matur-
ity, as the case may be, provided, however, that if the inter-
est rate is reset daily or weekly, the interest payable hereon
shall be the accrued interest from and including the Original
Issue Date or from but excluding the last date to which
<PAGE>
-12-
interest has been accrued and paid, as the case may be, through
and including the Regular Record Date immediately preceding
such Interest Payment Date, except that, at Maturity, the
interest payable will include interest accrued to, but exclud-
ing, the date of Maturity. Accrued interest shall be calcu-
lated by multiplying the principal amount hereof by an accrued
interest factor. Such accrued interest factor will be computed
by adding the interest factors calculated for each day in the
period for which accrued interest is being calculated. The
interest factor (expressed as a decimal) for each such day is
computed by dividing the interest rate in effect on such day by
360 if the Base Rate specified on the face hereof is the Com-
mercial Paper Rate, the Prime Rate, the Federal Funds Rate, the
CD Rate or LIBOR, or by the actual number of days in the year,
if the Base Rate specified on the face hereof is the Treasury
Rate. For purposes of making the foregoing calculation, the
interest rate in effect on any Interest Reset Date will be the
applicable rate as reset on such date. Unless otherwise speci-
fied on the face hereof, all percentages resulting from any
calculation of the rate of interest hereof will be rounded, if
necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, and all
currency amounts used in or resulting from such calculation
will be rounded to the nearest one-hundredth of a unit (with
.005 of a unit being rounded upward).
Unless otherwise specified on the face hereof, inter-
est will be payable, if this Note resets daily, weekly or
monthly, on the third Wednesday of each month or on the third
Wednesday of March, June, September and December of each year,
as specified on the face hereof; 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 on the face
hereof; and if this Note resets annually, on the third Wednes-
day of the month of each year specified on the face hereof
(each such day being an "Interest Payment Date") and in each
case at Maturity. If an Interest Payment Date (other than at
Maturity) would otherwise fall on a day that is not a Business
Day, such Interest Payment Date shall be postponed to the next
succeeding Business Day, except that if the Base Rate specified
on the face hereof is LIBOR and such Business Day is in the
next succeeding calendar month, such Interest Payment Date
shall be the immediately preceding Business Day. If the Matur-
ity would otherwise fall on a day that is not a Business Day,
the required payment of principal, premium, if any, and/or
interest will be made on the next succeeding Business Day as if
<PAGE>
-13-
made on the date such payment was due, and no interest shall
accrue on such payment for the period from and after the Matur-
ity to the date of such payment on the next succeeding Business
Day.
The Company has appointed and entered into an agree-
ment with an agent (a "Calculation Agent") to calculate the
interest rates on floating rate Notes. Unless otherwise speci-
fied on the face hereof, Bankers Trust Company shall be the
Calculation Agent. At the request of the Holder hereof, the
Calculation Agent will provide the interest rate then in effect
and, if determined, the interest rate that will become effec-
tive on the next Interest Reset Date. All determinations of
interest rates by the Calculation Agent shall, in the absence
of manifest error, be conclusive for all purposes and binding
on the Holder hereof. Unless otherwise specified on the face
hereof, the "Calculation Date," if applicable, pertaining to
any Interest Reset Date will be the earlier of (i) the tenth
calendar day after such Interest Reset Date, or, if such day is
not a Business Day, the next succeeding Business Day or
(ii) the Business Day immediately preceding the applicable
Interest Payment Date or the Maturity, as the case may be.
Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date the rate of
interest shall be the rate determined in accordance with the
provisions of the applicable heading below.
Determination of CD Rate
If the Base Rate specified on the face hereof is the
CD Rate, this Note will bear interest for each Interest Reset
Period at the interest rate calculated with reference to the CD
Rate and the Spread and/or Spread Multiplier, if any, specified
on the face hereof. The "CD Rate" for each Interest Reset
Period shall be the rate as of the second Business Day prior to
the Interest Reset Date for such Interest Reset Period (a "CD
Rate Determination Date") for negotiable certificates of
deposit having the Index Maturity specified on the face hereof
as published in H.15(519) under the heading "CDs (Secondary
Market)." In the event that such rate is not published prior
to 3:00 p.m., New York City time, on the Calculation Date per-
taining to such CD Rate Determination Date, then the "CD Rate"
for such Interest Reset Period will be the rate on such CD Rate
Determination Date for negotiable certificates of deposit of
the Index Maturity specified on the face hereof as published in
the Composite Quotations under the heading "Certificates of
<PAGE>
-14-
Deposit". If by 3:00 p.m., New York City time, on such Calcu-
lation Date such rate is not yet published in either H.15(519)
or Composite Quotations, then the "CD Rate" for such Interest
Reset Period will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered
rates as of 10:00 a.m., New York City time, on such CD Rate
Determination Date of three leading nonbank dealers in nego-
tiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable certifi-
cates of deposit of major United States money center banks (in
the market for negotiable certificates of deposit) with a
remaining maturity closest to the Index Maturity on the face
hereof in a denomination of $5,000,000, provided, however, that
if the dealers selected as aforesaid by the Calculation Agent
are not quoting offered rates as mentioned in this sentence,
the CD Rate for such Interest Reset Period will be the same as
the CD Rate for the immediately preceding Interest Reset Period
(or, if there was no such Interest Reset Period, the Initial
Interest Rate).
Determination of Commercial Paper Rate
If the Base Rate shown on the face hereof is the Com-
mercial Paper Rate, this Note will bear interest for each
Interest Reset Period at the interest rate calculated with ref-
erence to the Commercial Paper Rate and the Spread and/or
Spread Multiplier, if any, specified on the face hereof. The
"Commercial Paper Rate" for each Interest Reset Period will be
determined by the Calculation Agent as of the second Business
Day prior to the Interest Reset Date for such Interest Reset
Period (a "Commercial Paper Rate Determination Date") and shall
be the Money Market Yield (as defined below) on such Commercial
Paper Rate Determination Date of the rate for commercial paper
having the Index Maturity specified on the face hereof, as such
rate shall be published in H.15(519) under the heading "Commer-
cial Paper." In the event that such rate is not published
prior to 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Commercial Paper Rate Determination Date,
then the Commercial Paper Rate for such Interest Reset Period
shall be the Money Market Yield on such Commercial Paper Rate
Determination Date of the rate for commercial paper of the
Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Commercial Paper." 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 Quo-
tations, then the "Commercial Paper Rate" for such Interest
Reset Period shall be the Money Market Yield of the arithmetic
<PAGE>
-15-
mean of the offered rates as of 11:00 a.m., New York City time,
on such Commercial Paper Rate Determination Date of three lead-
ing dealers of commercial paper in The City of New York
selected by the Calculation Agent for commercial paper of the
Index Maturity specified on the face hereof placed for an
industrial issuer whose bonds are rated "AA" or the equivalent
by 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 sen-
tence, the "Commercial Paper Rate" for such Interest Reset
Period will be the same as the Commercial Paper Rate for the
immediately preceding Interest Reset Period (or, if there was
no such Interest Reset Period, the Initial Interest Rate).
"Money Market Yield" shall be the yield calculated in
accordance with the following formula:
Money Market Yield = D x 360 - 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commer-
cial paper quoted on a bank discount basis and expressed as a
decimal, and "M" refers to the actual number of days in the
Index Maturity specified on the face hereof.
Determination of Federal Funds Rate
If the Base Rate specified on the face hereof is the
Federal Funds Rate, this Note will bear interest for each
Interest Reset Period at the interest rate calculated with ref-
erence to the Federal Funds Rate and Spread and/or Spread Mul-
tiplier, if any, specified on the face hereof. The "Federal
Funds Rate" for each Interest Reset Period shall be the effec-
tive rate on the second Business Day prior to the Interest
Reset Date for such Interest Reset Period (a "Federal Funds
Rate Determination Date") for federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)." In
the event that such rate is not published prior to 3:00 p.m.,
New York City time, on the Calculation Date pertaining to such
Federal Funds Rate Determination Date, the "Federal Funds Rate"
for such Interest Reset Period shall be the rate on such Fed-
eral 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 Interest
Reset Period shall be calculated by the Calculation Agent and
<PAGE>
-16-
will be the arithmetic mean of the rates for the last transac-
tion in overnight United States dollar federal funds arranged
by three leading brokers of federal funds transactions in The
City of New York (which may include the Agent) selected by the
Calculation Agent prior to 9:00 a.m., New York City time, on
such Federal Funds Rate Interest Determination Date; provided,
however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Fed-
eral Funds Rate determination as of such Federal Funds Rate
Interest Determination Date will be the Federal Funds Rate in
effect on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR
If the Base Rate specified on the face hereof is
LIBOR, this Note will bear interest for each Interest Reset
Period at the interest rate calculated with reference to LIBOR
and the Spread and/or Spread Multiplier, if any, specified on
the face hereof. Unless otherwise specified on the face
hereof, "LIBOR" means the determination by the Calculation
Agent in accordance with the following provisions:
(i) With respect to a LIBOR Interest Determination
Date (as defined below), either, as specified on the face
hereof: (a) the arithmetic mean of the offered rates for
deposits in U.S. dollars for the period of the Index
Maturity specified on the face hereof commencing on the
second London Banking Day immediately following such LIBOR
Interest Determination Date, which appears on the Reuters
Screen LIBO Page as of 11:00 a.m., London time, on the
LIBOR Interest Determination Date, if at least two such
offered rates appear on the Reuters Screen LIBO Page
("LIBOR Reuters"), or (b) the rate for deposits in U.S.
dollars having the Index Maturity designated on the face
hereof, commencing on the second London Banking Day imme-
diately following that LIBOR Interest Determination Date,
that appears on the Telerate Page 3750 as of 11:00 a.m.,
London time, on that LIBOR Interest Determination Date
("LIBOR Telerate"). Unless otherwise indicated on the
face hereof, "Reuters Screen LIBO Page" means the display
designated as Page "LIBO" on the Reuters Monitor Money
Rate Service (or such other page as may replace the LIBO
page on that service for the purpose of displaying London
interbank offered rates of major banks). "Telerate Page
3750" means the display designated as page "3750" on the
Telerate Service (on such other page as may replace the
3750 page on that service or such other service or
<PAGE>
-17-
services as may be nominated by the British Bankers'
Association (the "Association") for the purpose of dis-
playing London interbank offered rates for U.S. dollar
deposits). If neither LIBOR Reuters nor LIBOR Telerate is
specified in the applicable Pricing Supplement, LIBOR will
be determined as if LIBOR Telerate has been specified. In
the case where (a) above applies, if fewer than two
offered rates appear on the Reuters Screen LIBO Page, or,
in the case where (b) above applies if no rate appears on
the Telerate Page 3750, as applicable, LIBOR in respect of
that LIBOR Interest Determination Date will be determined
as if the parties had specified the rate described in (ii)
below.
(ii) With respect to a LIBOR Interest Determination
Date on which this provision applies, LIBOR will be deter-
mined on the basis of the rates at which deposits in U.S.
dollars having the Index Maturity designated on the face
hereof are offered at approximately 11:00 a.m., London
time, on such LIBOR Interest Determination Date by four
major banks ("Reference Banks") in the London interbank
market selected by the Calculation Agent (after consulta-
tion with the Association) to prime banks in the London
interbank market commencing on the second London Business
Day immediately following such LIBOR Interest Determina-
tion Date and in a principal amount of not less than U.S.
$1,000,000 that is representative for a single transaction
in such market at such time. The Calculation Agent will
request the principal London office of each of the Refer-
ence Banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR for such
LIBOR Interest Determination Date will be the arithmetic
mean of such quotations. If fewer than two quotations are
provided, LIBOR for such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approx-
imately 11:00 a.m., New York City time, on such LIBOR
Interest Determination Date by three major banks (which
may include the Agents) in The City of New York selected
by the Calculation Agent (after consultation with the
Association) for loans in U.S. dollars to leading European
banks having the specified Index Maturity designated on
the face hereof commencing on the second London Business
Day immediately following such LIBOR Interest Determina-
tion Date and in a principal amount equal to an amount of
not less that U.S. $1,000,000 that is representative for a
single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the
<PAGE>
-18-
Calculation Agent are not quoting as mentioned in this
sentence, LIBOR will be LIBOR then in effect on such LIBOR
Interest Determination Date.
Unless otherwise indicated on the face hereof, the
"LIBOR Interest Determination Date" pertaining to an Interest
Reset Date will be the second London Banking Day preceding such
Interest Reset Date.
Determination of Prime Rate
If the Base Rate shown on the face hereof is the
Prime Rate, this Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to
the Prime Rate and the Spread and/or Spread Multiplier, if any,
specified on the face hereof.
Unless otherwise indicated on the face hereof, "Prime
Rate" means, with respect to any Prime Interest Determination
Date (as defined below), the rate set forth on such date in
H.15(519) under the heading "Bank Prime Loan." In the event
that such rate is not published prior to 9:00 a.m., New York
City time, on the Calculation Date pertaining to such Prime
Interest Determination Date, then the Prime Rate will be deter-
mined by the Calculation Agent and will be the arithmetic mean
of the rates of interest publicly announced by each bank that
appears on the Reuters Screen NYMF Page (as defined herein) as
such bank's prime rate or base lending rate as in effect for
that Prime Interest Determination Date. If fewer than four
such rates appear on the Reuters Screen NYMF Page for the Prime
Interest Determination Date, the Prime Rate will be determined
by the Calculation Agent and will 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 Interest Determination Date by at least two of
three major money center banks in The City of New York selected
by the Calculation Agent. If fewer than two such rates are
quoted as aforesaid, the Prime Rate will be determined by the
Calculation Agent on the basis of the rates furnished in The
City of New York by one or two, as the case may be, 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 selected as afore-
said are not quoting as set forth above, the Prime Rate will
<PAGE>
-19-
remain the Prime Rate then in effect on such Prime Interest
Determination Date. "Reuters Screen NYMF Page" means the dis-
play designated as page "NYMF" on the Reuters Monitor Money
Rates Services (or such other page as may replace the NYMF page
on that service for the purpose of displaying the prime rate or
base lending rate of major United States banks).
Unless otherwise indicated on the face hereof, the
"Prime Interest Determination Date" pertaining to an Interest
Reset Date shall be the second Business Day preceding such
Interest Reset Date.
Determination of Treasury Rate
If the Base Rate specified on the face hereof is the
Treasury Rate, this Note will bear interest for each Interest
Reset Period at the interest rate calculated with reference to
the Treasury Rate and the Spread and/or Spread Multiplier, if
any, specified on the face hereof. The "Treasury Rate" for
each Interest Reset Period will be the rate for the auction
held on the Treasury Rate Determination Date (as defined below)
for such Interest Reset Period of direct obligations of the
United States ("Treasury bills") having the Index Maturity
specified on the face hereof, as published in H.15(519) under
the heading "U.S. Government Securities-Treasury bills-auction
average (investment)" or, if not so published by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such
Treasury 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
Index Maturity specified on the face hereof 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 on such
Treasury Rate Determination Date, then the "Treasury Rate" for
such Interest Reset Period shall be calculated by the Calcula-
tion Agent and shall be a yield to maturity (expressed as a
bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates as of approximately 3:30
p.m., New York City time, on such Treasury Rate Determination
Date, of three leading primary United States government securi-
ties dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index
Maturity specified on the face hereof, provided, however, that
<PAGE>
-20-
if the dealers selected as aforesaid by the Calculation Agent
are not quoting bid rates as mentioned in this sentence, then
the "Treasury Rate" for such Interest Reset Period will be the
same as the Treasury Rate for the immediately preceding Inter-
est Reset Period (or, if there was no such Interest Reset
Period, the Initial Interest Rate).
The "Treasury Rate Determination Date" for each
Interest Reset Period will be the day of the week in which the
Interest Reset Date for such Interest Reset Period falls on
which Treasury bills would normally 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. If, as the result
of a legal holiday, an auction is so held on the preceding Fri-
day, such Friday will be the Treasury Rate Determination Date
pertaining to the Interest Reset Period commencing in the next
succeeding week. If an auction date shall fall on any day that
would otherwise be an Interest Reset Date for a Note whose Base
Rate is the Treasury Rate, then such Interest Reset Date shall
instead be the Business Day immediately following such auction
date.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a
like aggregate principal amount of Notes of different autho-
rized denominations, as requested by the Person surrendering
the same.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is
registrable on the Security Register of the Company, upon sur-
render of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, the City
and State of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Com-
pany, the Trustee and the Security Registrar or any transfer
agent duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of
this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
No service charge shall be made for any such regis-
tration of transfer or exchange, but the Company may require
<PAGE>
-21-
payment of a sum sufficient to cover any tax or other govern-
mental charge payable in connection therewith.
Prior to due presentment of this Note for registra-
tion 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 Holder hereof for the purpose of
receiving payment of principal of (and premium, if any) and
(subject to Sections 305 and 307 of the Indenture) interest, if
any, on the Note and for all other purposes whatsoever, whether
or not payment on this Note is overdue, and neither the Com-
pany, the Trustee nor any such agent shall be affected by
notice to the contrary.
If an Event of Default with respect to the Debt Secu-
rities of this series shall have occurred and be continuing,
the principal of all the Debt Securities of this series may be
declared due and payable in this manner and with the effect
provided in the Indenture.
In case this Note shall at any time become mutilated,
destroyed, stolen or lost and this Note or evidence of the
loss, theft, or destruction hereof (together with such indem-
nity and such other documents or proof as may be required by
the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new registered Note of
like tenor and principal amount will be issued by the Company
in exchange for, or in lieu of, this Note. All expenses and
reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new reg-
istered Note shall be borne by the Holder of this Note.
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 Debt Securities of each series to be affected
under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority in
aggregate principal amount of Debt Securities at the time out-
standing of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in
aggregate principal amount of the Debt Securities of any series
at the time outstanding, on behalf of the Holders of all the
Debt Securities of such series, to waive compliance by the Com-
pany 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 Debt Security shall be
<PAGE>
-22-
conclusive and binding upon such Holder and upon all future
Holders of this Debt Security and of any Debt Security issued
upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or
waiver is made upon the Debt Security.
Holders of Debt Securities may not enforce their
rights pursuant to the Indenture or the Notes except as pro-
vided in the Indenture. No reference herein to the Indenture
and no provision of this Debt Security or of the Indenture
shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and pre-
mium, if any) and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.
This Note shall be deemed to be a contract made and
to be performed solely in the State of New York and for all
purposes be governed by, and construed in accordance with, the
laws of the said State without regard to the conflicts of law
rules of said State.
All terms used in this Note that are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE>
-23-
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:
UNIF GIFT MIN ACT
TEN COM - as tenants in common ________ Custodian ________
TEN ENT - as tenants by the (Cust) (Minor)
entireties Under Uniform Gifts
JT ENT - as joint tenants with to Minors Act
right of survivorship
and not as tenants in ____________________________
common (State)
Additional abbreviations may also be
used though not in the above list
________________________________
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay $_______ principal amount of the
within Note, pursuant to its terms, on the "Optional Repayment
Date" first occurring after the date of receipt of the within
Note as specified below, together with interest thereon accrued
to the date of repayment, to the undersigned at:
_______________________________________________________________
_______________________________________________________________
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the
Indenture, a new Note or Notes representing the remaining prin-
cipal amount of this Note.
For this Option to Elect Repayment to be effective,
this Note with the Option to Elect Repayment duly completed
must be received by the Company within the relevant time period
set forth above at its office or agency in the Borough of Man-
hattan, the City and State of New York, located initially at
the office at the Trustee at, if delivery is by hand, Four
<PAGE>
-24-
Albany Street, Street Level, New York, New York or, if delivery
is by mail, Four Albany Street, Attention: Corporate Trust and
Agency Group, New York, New York 10015.
Dated: _________________________________
Note: The signature to this
Option to Elect Repayment must
correspond with the name as writ-
ten upon the face of the within
Note in every particular without
alteration or enlargement or any
change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
______________________________________
_______________________________________________________________
_______________________________________________________________
Please Print or Type Name and Address
Including Zip Code of Assignee
_______________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
______________________________________________________ attorney
to transfer such Note on the books of Salomon Inc with full
power of substitution in the premises.
Dated: __________________ _________________________________
Signature
_________________________________
NOTICE: The signature to this
assignment must correspond with
the name as it appears upon the
face of the Note in every par-
ticular, without alteration or
<PAGE>
-25-
enlargement or any change
whatsoever.
EXHIBIT 5
Clifford B. Storms, Esq.
CPC International Inc.
International Plaza
P.O. Box 8000
Englewood Cliffs, New Jersey 07632
February 9, 1994
Board of Directors
CPC International Inc.
International Plaza
P.O. Box 8000
Englewood Cliffs, New Jersey 07632
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of CPC
International Inc. (the "Company") and am rendering this opin-
ion in connection with the shelf registration by the Company of
debt securities (the "Debt Securities") in an aggregate initial
public offering price of up to $300,000,000 for issuance from
time to time pursuant to Rule 415 under the Securities Act of
1933, as amended.
In arriving at the opinion expressed below, I have
examined and relied on the Registration Statement on Form S-3
as filed by the Company with the Securities and Exchange Com-
mission on February 9, 1994 (the "Registration Statement") and
the exhibits thereto, including the indenture dated as of
April 1, 1988 between the Company and Bankers Trust Company, as
trustee (the "Indenture"), under which the Debt Securities are
to be issued and the proposed forms of certain Debt Securities.
In addition, I have examined and relied on originals or copies,
certified or otherwise identified to my satisfaction, of all
such corporate records of the Company and such other instru-
ments and other certificates of public officials, officers and
representatives of the Company and such other persons, and have
made such investigations of law, as I have deemed appropriate
as a basis for the opinions expressed below. In rendering the
opinions expressed below, I have assumed and have not verified
<PAGE>
-2-
that the signatures on all documents I have examined are genu-
ine, and that the definitive documents will conform to the
forms thereof that I have examined.
Based on the foregoing, I advise you that in my
opinion:
1. The Company is a validly existing corporation in good
standing under the laws of the State of Delaware.
2. The Debt Securities have been validly authorized for issu-
ance, and when duly authorized, executed, authenticated,
issued and delivered accordance with the terms of the
Indenture, will be valid and legally binding obligations
of the Company in accordance with and subject to the terms
thereof and of the Indenture.
3. The Indenture has been duly authorized, and executed by
the Company and assuming due authorization and execution
by the Trustee, constitutes a valid, binding and enforce-
able agreement of the Company.
Insofar as the foregoing opinions relate to legality,
validity, binding effect or enforceability of any instrument or
agreement, such opinions are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights gener-
ally and, as to enforceability, to general principles of equity
(regardless of whether enforcement is sought in a proceeding in
equity or at law).
As a member of the Bar of the State of New York and
Senior Vice President and General Counsel of the Company, I
hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the use of my name under the
caption "Legal Opinions" in the Registration Statement and
related prospectus.
Very truly yours,
/s/ Clifford B. Storms
Clifford B. Storms
<TABLE>
Exhibit 12
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
_________________________For the Year-Ended 12/31________________
__9/30/93__ 1992 1991 1990 1989 1988
Income before Income Taxes __$571.0 _$744.5 _$693.5 _$638.3 _$556.7 _$494.2
Add:
- - Portion of rents
representative of interest ____17.1 _____21.7 ____20.2 ____16.1 ____14.1 ___13.6
- - Interest on bonds
mortgages &
similar debt ____47.4 ____64.7 ____73.6 ____81.2 ____72.2 ___54.9
- - Other interest ____39.3 ____51.0 ____54.3 ____51.3 ____44.5 ___40.9
- - Interest expense included
in cost of plant
construction ____(3.6) ____(6.4) ____(9.2) ____(8.2) ____(5.6) (8.7)
- - Income of Unconsolidated
Venture ____4.1 ____5.4 ____-___ ____2.2 ____-___ ____1.3
Income as Adjusted __$675.3 _$880.9 _$832.4 _$780.9 _$681.9 _$596.2
Fixed Charges:
- - Portion of rents representative
of interest ____17.1 ____21.7 ____20.2 ____16.1 ____14.1 ___13.6
- - Interest on bonds, mortgages &
similar debt ____47.4 ____64.7 ____73.6 ____81.2 ____72.2 ___54.9
- - Other interest ____39.3 ____51 ____54.3 ___51.3 ____44.5 ___40.9
___103.8 ___137.4 ___148.1 __148.6 ___130.8 __109.4
Ratio of Earnings to Fixed Charges _____6.5 _____6.4 _____5.6 ____5.3 _____5.2 ____5.4
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CPC INTERNATIONAL INC.
We consent to the use of our reports incorporated
herein by reference and to the reference to our firm under the
heading "Experts" in the Prospectus.
KPMG PEAT MARWICK
New York, New York
February 8, 1994
EXHIBIT 24
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 17th day of January, 1994.
/s/ T. H. Black
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 17th day of January, 1994.
/s/ Jewel Plummer Cobb
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 17th day of January, 1994.
/s/ W. C. Ferguson
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 17th day of January, 1994.
/s/ R. J. Gillespie
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 18th day of January, 1994.
/s/ Ellen R. Gordon
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 18th day of January, 1994.
/s/ George V. Grune
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 18th day of January, 1994.
/s/ Leo I. Higdon, Jr.
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 18th day of January, 1994.
/s/ Richard G. Holder
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 18th day of January, 1994.
/s/ Paul W. Joy
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 18th day of January, 1994.
/s/ A. Labergere
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 18th day of January, 1994.
/s/ R. E. Mercer
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 17th day of January, 1994.
/s/ William S. Norman
<PAGE>
POWER OF ATTORNEY
Registration Statement on Form S-3
Relating to Shelf Registration of Debt Securities
KNOW ALL MEN BY THESE PRESENTS, that I, a director of
CPC International Inc., a Delaware corporation, (the "Com-
pany"), do hereby constitute and appoint ANGELO S. ABDELA and
JOHN B. MEAGHER, and each of them severally, as my true and
lawful attorneys, for me and in my name, place and stead, to
execute the Registration Statement on Form S-3 relating to the
sale of Debt Securities of the Company and any and all amend-
ments thereto, and to file the same (together with any exhibits
thereto) and other documents in connection therewith with the
Securities and Exchange Commission, granting unto each of said
attorneys, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the
premises as fully as and to the same extent that I might or
could do in person, thereby ratifying and confirming all that
each of said attorneys may lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument
this 18th day of January, 1994.
/s/ Donald E. Procknow
EXHIBIT 25
___________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER
THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
___________
______________________________
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its
charter)
NEW YORK 13-4941247
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
_________________________________
CPC INTERNATIONAL, INC.
(Exact name of obligor as specified in the charter)
DELAWARE 36-2385545
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
INTERNATIONAL PLAZA
P. O. BOX 8000
ENGLEWOOD CLIFFS, NEW JERSEY 07632
(Address of principal (Zip Code)
executive offices)
______________________________
DEBT SECURITIES
(Title of the indenture securities)
___________________________________________________________________________
<PAGE>
Item 1. General Information.
Furnish the following information as to the
trustee.
(a) Name and address of each examining or
supervising authority to which it is
subject.
Name Address
Federal Reserve Bank New York, N.Y.
(2nd District)
Federal Deposit Washington, D.C.
Insurance Corporation
New York State Banking Albany, N.Y.
Department
(b) Whether it is authorized to exercise
corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee,
describe each such affiliation.
None.
Items 3-15. Not Applicable
Item 16. List of Exhibits.
Exhibit 1 -- Restated Organization Cer-
tificate of Bankers Trust
Company dated August 7, 1990
and Certificate of Amendment
of the Organization Certifi-
cate of Bankers Trust Com-
pany dated June 23, 1992 -
Incorporated herein by ref-
erence to Exhibit 1 filed
with Form T-1 Statement,
Registration No. 33-48267.
Exhibit 2 -- Certificate of Authority to
commence business -- Incor-
porated herein by reference
to Exhibit 2 filed with Form
<PAGE>
T-1 Statement, Registration
No. 33-21047.
Exhibit 3 -- Authorization of the Trustee
to exercise corporate trust
powers -- Incorporated
herein by reference to
Exhibit 2 filed with Form
T-1 Statement, Registration
No. 33-21047.
Exhibit 4 -- Existing By-Laws of Bankers
Trust Company, dated as
amended on January 21,
1992 -- Incorporated herein
by reference to Exhibit 4
filed with Form T-1 State-
ment, Registration No.
33-48267.
Exhibit 5 -- Not applicable.
Exhibit 6 -- Consent of Bankers Trust
Company required by Section
321(b) of the Act -- Incor-
porated herein by reference
to Exhibit 4 filed with Form
T-1 Statement, Registration
No. 22-18864.
Exhibit 7 -- A copy of the latest report
of condition of Bankers
Trust Company dated as of
September 30, 1993 -- Incor-
porated herein by reference
to Exhibit 7 filed with Form
T-1 Statement, Registration
No. 33-51619.
Exhibit 8 -- Not Applicable.
Exhibit 9 -- Not Applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture
Act of 1939, the trustee, Bankers Trust Company, a corporation
organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all
in The City of New York, and State of New York, on the 4th day
of February, 1994.
BANKERS TRUST COMPANY
By: /s/ Susan Johnson
Susan Johnson
Assistant Vice President
