SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 26, 1996
Date of earliest event report: January 26, 1996
CPC International Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-4199 36-2385545
(State of other (Commission File (I.R.S. Employer
jurisdiction of Number) identification
Number)
International Plaza, P.O. Box 8000,
Englewood Cliffs, New Jersey 07632
(Address of principal executive offices) (Zip Code)
(201) 894-4000
(Registrant's telephone number, including area code)
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Item 5. Other Events
Exhibits are filed herewith in connection with the
Registration Statement on Form S-3 (File No. 33-65171) filed by
CPC International Inc. (the "Company") with the Securities and
Exchange Commission relating to the Company's Debt Securities.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 1.2 - Selling Agency Agreement dated January 26, 1996
between the Company and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorpo-
rated, and Salomon Brothers Inc
Exhibit 4.4 - Form of Fixed Rate Medium-Term Note, Series D
Exhibit 4.5 - Form of Floating Rate Medium-Term Note, Series D
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
CPC International Inc.
By /s/ James E. Healey
---------------------------
Name: James E. Healey
Title: vice President and Treasurer
Date: January 26, 1996
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Exhibit Index
Exhibit No.
Exhibit 1.2 - Selling Agency Agreement dated
January 26, 1996 between the Company and
Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and
Salomon Brothers Inc
Exhibit 4.4 - Form of Fixed Rate Medium-Term Note,
Series D
Exhibit 4.5 - Form of Floating Rate Medium-Term Note,
Series D
EXHIBIT 1.2
CPC International Inc.
U.S. $200,000,000 Medium-Term Notes, Series D
Due More Than Nine Months
From Date of Issue
Selling Agency Agreement
January 26, 1996
New York, New York
SALOMON BROTHERS INC MERRILL LYNCH, PIERCE, FENNER
Seven World Trade Center & SMITH INCORPORATED
New York, New York 10048 World Financial Center-North
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
$200,000,000 aggregate principal amount of its Medium-Term
Notes, Series D Due More Than Nine Months from Date of Issue
(the "Notes"). The Notes will be issued under an indenture
dated as of April 15, 1988 as amended and supplemented by the
First Supplemental Indenture and Amendment dated as of March 2,
1994 (together, the "Indenture") between the Company and Bank-
ers Trust Company, as trustee (the "Trustee"). Unless other-
wise specifically provided for and set forth in a Pricing Sup-
plement (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 $1,000 of such
specified currency or composite currency. References herein to
"$" shall be to United States dollars, and references 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.
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The Notes will be issued only in fully registered 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 Section 2(b)) modifies or other-
wise supersedes such Procedures with respect to the Notes issued pursuant
to such Terms Agreement). 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 either of you (or any additional parties appointed pursuant to
Section 13 hereof) 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 either of you (or any additional
parties specified in accordance with Section 2(a)) acting solely as
principal pursuant to Section 2(b) and not as agent, and the term "you"
shall refer to both of you (and any such additional parties) collectively
whether at any time either 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 individually and not jointly.
1. Representations and Warranties. The Company represents
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: 33-65171),
including a basic prospectus, which has become effective, for the
registration under the Act of $550,000,000 aggregate principal amount
of debt securities. Pursuant to Rule 429 under the Act, the Basic
Prospectus also relates to (i) an additional $141,000,000 aggregate
principal amount of debt securities previously registered by the
Company under a registration statement on Form S-3 (File No.
33-52213) and (ii) an additional $9,000,000 aggregate principal
amount of debt securities previously registered by the Company under
a registration statement on Form S-3 (File No. 33-20813) (the debt
securities referred to in this Section 1(a) are
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collectively referred to as the "Securities"). The Securities
include the Notes being offered pursuant to this Agreement. Such
registration 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 prospectus
included in such registration statement relating to the Notes, and
the plan of distribution thereof (the "Prospectus 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 further supplements to the Prospectus Supplement (each
a "Pricing Supplement") specifying the interest rates, maturity 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
supplemented 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
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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 hereunder, the
Indenture will constitute a legal, valid and binding instrument
enforceable against the Company in accordance 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 that follow, when used in this Agreement, 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 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 context so requires, the applicable Pricing
Supplement. "Registration Statement" shall mean the registration
statement referred to in the first sentence of paragraph (a) above,
including incorporated 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 Prospectus 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
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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 Supplement 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
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 Agreement, 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 solici-
tation 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 Company 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
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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 reserves the right to sell Notes directly to
investors on its own behalf and to add additional Agents pursuant to
Section 13. The Company may accept offers to purchase Notes through an
agent other than an Agent, provided that (i) the Company shall not have
solicited such offers, (ii) such agent is engaged on the same terms and
conditions (including, without limitation, commission rates) as those
contained in (without being required to become a party hereto) this
Agreement and (iii) the Company shall give the Agents notice of such
transaction.
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 determine 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 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 Company 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 independent public accountants as
described in Section 6(b). Any written Terms Agreement may be in the form
attached hereto as Exhibit B. The Purchaser's commitment to purchase Notes
shall be deemed to have been made on the basis of the representations and
warranties of the
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Company herein contained and shall be subject to the terms and conditions
herein set forth.
Delivery of the certificates for Notes sold to the Purchaser
pursuant to a Terms Agreement shall be made not later than the Closing Date
agreed to in such Terms Agreement, against payment 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
Purchaser may use a selling or dealer group and may reallow to any broker
or dealer any portion of the discount or commission payable 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.
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 opportunity to comment on any such
proposed amendment or supplement. Subject to the foregoing sentence,
the Company will cause each supplement to the
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Prospectus to be filed with the Commission pursuant to the applicable
paragraph of Rule 424(b) within the time period prescribed and will
provide evidence satisfactory to you of such filing. The Company
will promptly advise each of you (i) when the Prospectus, 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 supple-
ment to the Prospectus or for any additional information, (iv) of the
issuance by the Commission of any stop order suspending the effec-
tiveness of the Registration Statement or the institution 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 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 Notes is
required to be delivered under the Act, any event occurs as a result
of which the Prospectus as then supplemented 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 circum-
stances under which they were made, not misleading, or if it shall be
necessary to amend the Registration Statement or to supplement the
Prospectus to comply with the Act or the Exchange Act or the respec-
tive 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 Company, 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 amendment 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 supplement, and any documents, certificates and opinions
furnished to each of you pursuant to paragraph (g) of this Section 4
in connection with the
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preparation or filing of such amendment 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 amendment to the Registration Statement, if such
an amendment is required, resume your obligation to solicit offers to
purchase 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,
at the time the Company makes any announcement to the general public
concerning earnings or concerning any other event which is required
to be described, or which the Company proposes to describe, in a
document filed pursuant to the Exchange Act, the Company will furnish
to each of you the information 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 recognized 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 rating 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.
d. As soon as practicable, the Company will make generally
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 Statement (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 supple-
ment thereto as you may reasonably request.
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f. The Company will arrange for the qualification of the Notes
for sale under the securities and blue sky laws of such jurisdictions
as any of you may designate (including the provisions of Florida blue
sky law, if requested, relating to issuers doing business with Cuba),
will maintain such qualifications in effect so long as required for
the distribution of the Notes, and, if requested by an Agent or
Purchaser, will arrange for the determination of the legality of the
Notes for purchase by institutional investors; 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 or to take any action which would or could subject the
Company to taxation in any state where it is not now so subject.
g. The Company shall furnish to each of you such information,
documents, certificates of officers of the Company and opinions of
counsel for the Company relating to the business, operations and
affairs of the Company, the Registration Statement, the Prospectus,
and any amendments thereof or supplements thereto, the Indenture, the
Notes, this Agreement, the Procedures and the performance by the
Company of its obligations hereunder and thereunder as any of you may
from time to time and at any time prior to the termination of this
Agreement reasonably 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 production and delivery of the Registration
Statement, the Prospectus, 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 compliance 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 out-of-pocket expenses (including without
limitation advertising expenses), if any, incurred by you in
connection with this Agreement and (iii) pay the reasonable fees and
expenses of your counsel incurred in connection with this Agreement.
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i. Each acceptance by the Company of an offer to purchase
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
representation, 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 Securities (including any Notes) which have
been issued and sold by the Company will not exceed the amount of
Securities registered 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
(i) relating to any offering of Securities, (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) providing for a change the Agents deem to be
immaterial), 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 Vice President and the
Treasurer or Comptroller of the Company, dated the date of the
effectiveness 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(e) but modified to relate
to the last day of the fiscal quarter for which financial statements
of the Company were last filed with the Commission and to the Regis-
tration
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Statement and the Prospectus as amended and supplemented to the time
of the effectiveness of such amendment or the filing of such supple-
ment.
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, (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, (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 or (iv) providing for a change the Agents deem to be
immaterial), the Company shall furnish or cause to be furnished
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 Sections 5(b) and 5(c) but modified to relate 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 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 amendment or
the filing of such supplement).
l. Each time that the Registration Statement or the Prospectus
is amended or supplemented to include or incorporate amended or
supplemental financial information, the Company 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(f)
with such changes as may be necessary to
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reflect the amended and supplemental financial information included
or incorporated by reference in the Registration Statement and the
Prospectus, as amended or supplemented to the date of such letter;
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 public accountants may limit the
scope of such letter, which shall be satisfactory in form to each of
you, to the unaudited financial statements and the related
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" unless, in the reasonable judgment of any of
you, such letter should cover other information of an accounting or
financial nature.
m. 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 promulgated by Japanese
governmental and regulatory authorities in respect of the issue and
purchase of Notes denominated in Japanese yen.
n. 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:
o. 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 corporation 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 ministerial guidelines of Japan taken a a
whole. Furthermore, in connection with the issuance of Notes
denominated in Japanese yen, the
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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 warranties 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
performance 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 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 each Agent the opinion
of Clifford B. Storms, Esq., Senior Vice President and General
Counsel for the Company or Hanes A. Heller, Esq., Vice President
Legal Affairs for the Company, dated the Execution Time, to the
effect that:
(i) except as specified in the Prospectus or any
documents incorporated by reference therein, each of the
Company and the subsidiaries listed on Schedule II hereto
(individually a "Subsidiary" and collectively the "Subsidi-
aries") 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, 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;
<PAGE>
-15-
(ii) all the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized 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 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 other security interests,
claims, liens or encumbrances;
(iii) the Company's authorized equity capitalization is
as set forth in the documents incorporated by reference in the
Prospectus;
(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
accordance 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 dealing; 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 entitled to the benefits of
the Indenture and enforceable against the Company in accordance
with their terms except as enforceability may be limited by
bankruptcy, reorganization, insolvency, moratorium or other
laws 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 dealing;
(v) to the best knowledge of such counsel, there is no
pending or threatened action, suit or
<PAGE>
-16-
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 Statement which is not adequately 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 summa-
rize such matters in all material respects;
(vi) the Registration Statement has become effective
under the Act; any required filing of the Prospectus, 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 suspending 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 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 thereunder;
(vii) this Agreement has been duly authorized, executed
and delivered by the Company;
(viii) the Notes conform in all material respects 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 supplements to the Prospectus as contemplated by the last
sentence of Section 1(a) of this Agreement);
(ix) no consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation of the transactions
<PAGE>
-17-
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;
(x) 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
violate, conflict with, result in a breach of, or constitute a
default under, any law known by such counsel to be applicable
to the Company or its subsidiaries, 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 order or
regulation known to such counsel to be applicable to the
Company or any of its subsidiaries of any court, regulatory
body, administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its
subsidiaries, except for such violation, conflict, breach or
default which, whether individually or in the aggregate, would
not be expected to have to have a material adverse affect on
the operations business or financial condition of the Company
and its subsidiaries, taken as a whole; and
(xi) no holders of securities of the Company have rights
to the registration of such securities under the Registration
Statement.
In addition such counsel shall make a statement, that shall include
such qualifying language as may be reasonably acceptable to each of
you, to the effect that such counsel has no 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 misleading or that the Prospectus
includes any untrue statement of a material fact or omits to state a
material fact necessary to make the statements therein, in the
<PAGE>
-18-
light of the circumstances under which they were made, not
misleading.
In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other
than the corporate laws of the State of Delaware 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 Company
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., Vice President-Taxation, 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 consequences
associated with the ownership of the Notes.
d. Each Agent shall have received from a law firm designated
by the Agents and reasonably acceptable to the Company (which law
firm on the execution date shall be Cleary, Gottlieb, Steen &
Hamilton), 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
documents 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 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 State-
ment, the Prospectus, any supplement to the Prospectus and this
Agreement and that:
<PAGE>
-19-
(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 Company has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied as a condition to the obligation of the
Agents to solicit offers to purchase the Notes;
(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 actual knowledge
of such officers, threatened; and
(iii) since the date of the most recent financial
statements incorporated by reference in the 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
Prospectus (exclusive of any supplement thereto).
f. At the Execution Time, the Company's independent public
accountants 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 Statement and the Prospectus.
g. Prior to the Execution Time, the Company shall have
furnished to each Agent such further information, documents,
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 certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reason-
ably satisfactory
<PAGE>
-20-
in form and substance to such Agents and counsel for the Agents, this
Agreement and all obligations of any Agent hereunder may be cancelled at
any time by the Agents. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall
be delivered at the office of Cahill Gordon & Reindel, special counsel for
the Company, 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 to the
accuracy of the representations and warranties on the part of the Company
herein as of the date of the related Terms Agreement and as of the Closing
Date for such Notes, to the performance and observance by the Company of
all covenants and agreements 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 proceedings 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(e) (except
that references to the Prospectus shall be to the Prospectus as
supplemented as of the date of such Terms Agreement), (ii) the
opinion of counsel for the Company, dated as of the Closing Date, to
the effect set forth in Sections 5(b) and 5(c), (iii) the opinion of
counsel for the Purchaser, dated as of the Closing Date, to the
effect set forth in Section 5(d), and (v) a letter or letters of the
independent public 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, certificates and documents
as the Purchaser may reasonably request.
<PAGE>
-21-
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
satisfactory in form and substance to the Purchaser and its counsel, such
Terms Agreement and all obligations of the Purchaser thereunder and with
respect to the Notes subject thereto may be cancelled at, or at any time
prior to, the respective Closing Date by 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 solicitation by any of the
Agents shall have the right to refuse to purchase such Note if, at the
Closing Date therefor, any condition 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 reasonable judgment of the Agent which presented the
offer to purchase such Note being substituted for any judgment of a Pur-
chaser required therein) the effect of which is, in the reasonable 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 Company 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, damages or liabilities, joint or several, to which
you,
<PAGE>
-22-
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 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
registration statement for the registration of the Securities as originally
filed or in any amendment thereof, or in the Prospectus or any preliminary
Prospectus, 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 state-
ments 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 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 conformity 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
otherwise 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
<PAGE>
-23-
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 indemnifying 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 obligation 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 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 indemnifying party and the indemnified
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, (iii) the
indemnifying 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 indemnify-
ing 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 consent 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,
<PAGE>
-24-
compromise or consent 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 reason, 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 proportion 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 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 proceeds 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 provided 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
considerations 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 entitled to contribution from
any person who was not guilty of such
<PAGE>
-25-
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 Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution 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 Agree-
ment 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 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 termination 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 reasonable
judgment of the Purchaser, 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 Company's debt securi-
ties 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
<PAGE>
-26-
minimum prices shall have been established on such Exchange, (iv) a banking
moratorium shall have been declared by either Federal 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, impracticable 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) 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 intention 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 Corporate Secretary.
12. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto, their respective 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 purchase Notes, and no other person will have any right
or obligation hereunder.
<PAGE>
-27-
13. Amendments. This Agreement may be amended or
supplemented if, but only if, such amendment or supplement is in writing
and is signed by the Company and each Agent; provided that the Company may
from time to time, on 2 days prior written notice to the Agents but without
the consent of any Agent, amend this Agreement to add as a party hereto one
or more additional firms registered under the Exchange Act, whereupon each
such firm shall become an Agent hereunder on the same terms and conditions
as the other Agents that are parties hereto. The Agents shall sign any
amendment or supplement giving effect to the addition of any such firm as
an Agent under this Agreement.
14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
<PAGE>
-28-
If the foregoing is in accordance with your understanding 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 Company and you.
Very truly yours,
CPC International Inc.
By: _________________________
Name:
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
Salomon Brothers Inc
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
By: Salomon Brothers Inc
By: _________________________
Name:
Title:
By: Merrill Lynch, Pierce, Fenner
& Smith Incorporated
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, Pierce, Fenner & Smith Incorporated
shall be directed to it at World Financial Center - North, 250 Vesey
Street, New York, New York 10281, Attention of the Medium-Term Note
Department.
<PAGE>
SCHEDULE II
SUBSIDIARY JURISDICTION OF ORGANIZATION
Arnold Foods Company, Inc. Delaware
Best Foods-Caribbean, Inc. Delaware
S.B. Thomas, Inc. New York
Entenmann's, Inc. Delaware
<PAGE>
EXHIBIT A
CPC International Inc.
Medium-Term Note Administrative Procedures
January 26, 1996
The Medium-Term Notes, Series D, 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, Pierce, Fenner & Smith Incorporated, as agents (each an "Agent"),
have agreed to solicit purchases of Notes issued in fully registered form.
The Agents will not be obligated to purchase Notes for their own account.
The Notes are being sold pursuant 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 as amended and supplemented by the First
Supplemental Indenture and Amendment dated as of March 2, 1994 (together,
the "Indenture"), 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 procedures set forth below shall be performed by
such Agent acting solely as principal, unless otherwise agreed to between
the Company and such Agent acting as principal.
Each Note will be represented by either a Global Security (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 designated by such Holder (a "Certificated Note"). Only Notes
denominated 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. Administrative and record-
keeping responsibilities will
<PAGE>
-2-
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 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, respectively, 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, dated as of October 21, 1988 and as amended to the date
hereof, 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,
<PAGE>
-3-
the Company will issue a single global
security in fully registered form without
coupons (a "Global Security") representing
up to $200,000,000 principal amount of all
such Book-Entry Notes that have the same
original issue date, original issue
discount provisions, if any, 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 Global 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
<PAGE>
-4-
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 Securities representing Book-
Entry Notes and book-entry medium-term
notes issued by the Company with other
series designations. The Trustee, the
Company and DTC have obtained from the
CUSIP 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 periodically of the CUSIP
numbers that the Company has assigned to
Global Securities. The Trustee will notify
the Company at any time when fewer than 100
of the reserved CUSIP numbers remain
unassigned to Global Securities, and, if
the Trustee deems necessary, the Company
will reserve additional CUSIP numbers for
assignment to Global Securities. Upon
obtaining such additional CUSIP numbers,
the Company shall deliver a list of such
additional CUSIP numbers to the Trustee and
DTC.
Registration: Global Securities will be issued only in
fully registered form without coupons.
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
designated by such owner) will designate
one or more participants in DTC (with
respect to such Book-Entry
<PAGE>
-5-
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 Participants, a credit balance with
respect to such beneficial owner in such
Book-Entry Note in the account of such
Participants. The ownership interest of
such beneficial owner (or such participant)
in such Book-Entry Note will be recorded
through the records of such Participants or
through the 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 transferees 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 numbers of two or more out-
standing 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-
<PAGE>
-6-
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
(including the Trustee) a written
reorganization 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 setting forth such
exchange date and such new CUSIP number and
stating that, as of such exchange date, the
CUSIP numbers of the Global Securities to
be exchanged will no longer be valid. On
the specified exchange date, the Trustee
will exchange such Global Securities 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 cancelled and not
immediately reassigned. Notwithstanding
the foregoing, if the Global Securities to
be exchanged exceed $200,000,000 in
aggregate principal amount, one Global
Security will be authenticated and issued
to represent each $200,000,000 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
Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a date
more than nine months after the Original
Issue Date (as defined
<PAGE>
-7-
below) for such Note. A Floating Rate
Book-Entry Note will mature only on an
Interest Payment Date for such Note. Any
Note denominated in Japanese yen will
mature on a date not less than one year
from the Original Issue Date 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 $200,000,000. If one or more
Book-Entry Notes having an aggregate
principal amount in excess of $200,000,000
would, but for the preceding sentence, be
represented by a single Global Security,
then one Global Security will be authenti-
cated and issued to represent each
$200,000,000 principal amount of such Book-
Entry Note or Notes and an additional
Global Security 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,
<PAGE>
-8-
and will be calculated 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 Interest 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 Person to whom
the principal of such Note is payable.
Standard & Poor's Corporation will use the
information received in the pending deposit
message 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 Interest Payment
Date shall be the date (whether or not a
Business Day) fifteen calendar days
immediately
<PAGE>
-9-
preceding such Interest Payment 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 Maturity; 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; provided
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 payments will
be made on Floating Rate Book-Entry Notes
monthly, quarterly, 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
quarterly Interest Payment Period, on the
third Wednesday of March, June, September
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
<PAGE>
-10-
Period, on the third Wednesday of the month
specified pursuant to Settlement
Procedure "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 Business
Day with respect to such Floating Rate
Book-Entry Note, such Interest Payment Date
will be the next succeeding Business Day
with respect to such Floating Rate Book-
Entry Note, except that 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 October of each
year, the Trustee will deliver to the
Company and DTC a written list of Regular
Record Dates and Interest Payment Dates
that will occur with respect to Book-Entry
Notes during 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 Corporation of the
interest rates determined on such Interest
Determination Date.
Calculation of Fixed Rate Book-Entry Notes.
<PAGE>
-11-
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
the Treasury Rate or the CMT 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 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".
<PAGE>
-12-
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 principal 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
Security, 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 Outstanding Global
Securities as of the immediately preceding
Business Day. If the Maturity of a
Book-Entry Note is not a Business Day, the
payment due on such day shall be made on
the next succeeding
<PAGE>
-13-
Business Day and no interest shall accrue
on such payment 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 Payment Date or
at Maturity shall be paid by the Company to
the Trustee in immediately available funds
no later than 9:30 A.M. (New York City
time) on such date. The Company will make
such payment 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
instructions 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 available for imme-
diate use to the respective Participants in
whose names the Book-Entry Notes
represented by such Global
<PAGE>
-14-
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 determined and
withheld by the Participant, indirect
participant in DTC or other Person
responsible for forwarding payments 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
provisions, if any, for redemption of such
Book-Entry Note during such Subsequent
Interest Period, including the date or
dates on which or
<PAGE>
-15-
the period or periods during which such
redemption may 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 Matur-
ity; (ii) the Interest Rate or Spread or
Spread Multiplier, as the case may be, and
(iii) the provisions, 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 Company'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 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
Maturity (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 information required by
the terms of the Book-Entry Note.
<PAGE>
-16-
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 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 Multiplier. 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 pursuant to an Extension
Notice or an Optional Reset Notice, DTC
then revokes such tender for repayment, the
Trustee shall give notice to the Company
not less than five days prior to the Stated
Maturity or Optional Reset Date, as the
case may
<PAGE>
-17-
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 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 pursuant 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 exercising such
option with respect to such Book-Entry Note
on such date.
Trustee Notice to DTC Regarding Company's
Exercise of Optional Redemption. After
receipt of notice that the Company 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.
<PAGE>
-18-
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 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-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 Repayment 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
<PAGE>
-19-
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 such prices and rates to be
referred to herein as "posting") or if the
Company 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
the Agent 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
the Pricing Supplement filed with the
Commission via the Commission's EDGAR
system in
<PAGE>
-20-
accordance 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 (unless otherwise specified by
the Presenting Agent in writing) the
following 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
or
If to Merrill Lynch, Pierce,
Fenner & Smith Incorporated
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:
<PAGE>
-21-
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
or, if to another Presenting Agent, to the
address specified by it to the Company.
The Presenting Agent will cause a
Prospectus and Pricing Supplement to be
delivered to the purchaser of such
Book-Entry Note.
In each instance that a Pricing Supplement
is prepared, the Presenting Agent will
affix the Pricing Supplement 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 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 Company
suspends solicitation of purchases there
shall be any orders outstanding for
settlement, the Company will promptly
advise the Agents and the Trustee whether
such orders may be settled and whether
copies of the Prospectus as in effect at
the
<PAGE>
-22-
time of the suspension, together with the
appropriate Pricing Supplement, may be
delivered in 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
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 accordance 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 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).
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 solicitation of orders.
The Agents will telephone 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
<PAGE>
-23-
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 Supplement 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 purchaser (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 Company, the Presenting
Agent will issue a confirmation to the pur-
chaser, with a copy to the Company, setting
forth the details set forth above and
delivery and payment instructions.
<PAGE>
-24-
Settlement: The receipt by the Company of immediately
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 set-
tled on the third Business Day following
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 Company
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 or face amount.
2. Stated Maturity.
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, initial
interest rate (if known at such
time), Index Maturity, Interest
Reset Period, Interest Reset
Dates, Spread or Spread Mul-
tiplier (if any), Minimum
Interest Rate (if any) and
<PAGE>
-25-
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 initial accrual
period OID.
B. The Company will assign a CUSIP number
to the Global Security representing
such Book-Entry Note and then advise
the Trustee by telephone (confirmed in
writing at any time on the same date)
or electronic transmission of the
information set forth in Settlement
Procedure "A" above, such CUSIP number
and the name of the Presenting 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
<PAGE>
-26-
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 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 $200,000,000 (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 pursuant to any
such Section).
C. The Trustee will enter a pending
deposit message through DTC's
Participant Terminal System providing
the following settlement information
to DTC (which shall route such
information to Standard & Poor's
Corporation), the Presenting 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
<PAGE>
-27-
Note, number 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.
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 appropriate
legend, as instructed by DTC, if not
already set forth thereon, and
authenticate the Global 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 Participant
Terminal System instructing DTC to
(i) debit such Book-Entry Note to the
Trustee's participant account and
credit such Book-Entry Note
<PAGE>
-28-
to the Presenting Agent's participant
account and (ii) debit the Presenting
Agent's settlement account and credit
the Trustee's settlement 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-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 partici-
pant accounts of the Participants with
respect to such Book-Entry Note and
(ii) to debit the settlement accounts
of such Participants and credit the
settlement account of the Presenting
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.
<PAGE>
-29-
J. The Trustee will, upon receipt of
funds from the Presenting Agent in
accordance with Settlement Procedure
"G", wire transfer to the account of
the Company maintained at Citibank,
N.A., 399 Park Avenue, 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 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
<PAGE>
-30-
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 practicable
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 2:00 P.M. on the
Business Day before the settlement date,
respectively. If the initial interest rate
for a Floating Rate Book-Entry Note has not
been determined at the time that Settlement
Procedure "A" is completed, Settlement
Procedures "B" and "C" shall be completed
as soon as such rate has been determined
but no later than 12:00 Noon and 2:00 P.M.,
respectively, 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 operating procedures in
effect on the settlement date.
If settlement of a Book-Entry Note is
rescheduled or cancelled, the Trustee will
deliver to DTC, through
<PAGE>
-31-
DTC's Participant Terminal System, a
cancellation message to such effect by no
later than 2:00 P.M. on the Business Day
immediately preceding the scheduled
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 Terminal 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 participant
account contains a principal amount of the
Global Security representing such Book-
Entry Note that is at least equal to the
principal amount to be debited. If a
withdrawal message is processed with
respect to all the Book-Entry Notes
represented by a Global Security, the
Trustee will cancel such Global Security in
accordance with the Indenture and so advise
the Company and the Trustee will make
appropriate entries in its records. The
CUSIP number assigned to such Global
Security shall, in accordance with CUSIP
Service Bureau procedures, be cancelled and
not immediately reassigned. If a with-
drawal 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 cancelled immediately after
issuance and the other of which shall
represent the other Book-Entry Notes
previously
<PAGE>
-32-
represented by the surrendered Global
Security 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", respec-
tively. 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 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
accordance with
<PAGE>
-33-
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 payments made by the Trustee
to the Company, DTC, the Agents or the pur-
chaser 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, employees or agents who
has been authorized 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.
Payment of Each Agent shall forward to the
Expenses: Company, on a monthly basis, a statement of
the out-of-pocket expenses incurred by such
Agent during that month that are
reimbursable to it pursuant to the terms of
the Agency Agreement. The Company will
remit payment to the Agents currently on a
monthly basis.
<PAGE>
-34-
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>
-35-
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 authentication
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 portion thereof), its original
issuance date (which will be the settlement
date) and (ii) with respect to any
Certificated 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, regardless 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 principal
corporate trust office in the City of New
York of the Trustee. Certificated Notes will
be exchangeable for other Certificated Notes
having identical terms but different autho-
rized denominations without service charge.
Certificated Notes will not be exchangeable
for Book-Entry Notes.
Maturities: Each Certificated Note will mature on a date
more than nine months after the Original
Issue Date (as defined below) for such Note.
A Floating Rate Certificated Note will mature
only on an Interest Payment Date for such
Note.
<PAGE>
-36-
Any Note denominated in Japanese yen will
mature on a date not less than one year from
the Original Issue Date 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 multiple of $1,000. The
authorized denominations of Certificated
Notes denominated in any other currency will
be specified pursuant to "Settlement
Procedures" below.
Interest: General. Interest, if any, on each
Certificated 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, and will be calculated and
paid in the manner described in such Note and
in the Prospectus, as supplemented by the
applicable Pricing Supplement. Unless
otherwise specified therein, each payment of
interest on a Certificated Note will include
interest accrued to but excluding 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 Payment 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 payment of
interest will include interest accrued to but
excluding the 30th day of such month).
<PAGE>
-37-
Regular Record Dates. The Regular Record
Dates with respect to any Interest Payment
Date shall be the date (whether or not a
Business Day) fifteen calendar days
immediately preceding such Interest Payment
Date .
Fixed Rate Certificated Notes. Unless
otherwise specified pursuant to Settlement
Procedure "A" below, interest payments on
Fixed Rate Certificated Notes will be made
semiannually on May 15 and November 15 of
each year and at Maturity; 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 Payment
Date, the first interest payment will be made
on the Interest Payment Date following the
next succeeding Regular Record Date.
Floating Rate Certificated Notes. Interest
payments will be made on Floating 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, September 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
<PAGE>
-38-
annual Interest Payment Period, on the third
Wednesday of the month specified pursuant to
Settlement Procedure "A" below; provided,
however, that if an Interest Payment Date for
a Floating Rate Certificated Note would
otherwise be a day 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 Certificated
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
Certificated 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.
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 Certificated 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 Certificated Note for which the
Base Rate is the Treasury Rate or the CMT
Rate,
<PAGE>
-39-
interest will be calculated on the basis of
the actual number 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 supplemented by the
applicable Pricing Supplement. Unless
otherwise provided in the Indenture or the
Certificated Note, the first payment of
interest on any Certificated 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; provided, however,
that the holder of $10,000,000 (or the
equivalent thereof in other currencies) or
more of Certificated 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 Company 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 with-
holding taxes on interest paid on
<PAGE>
-40-
Certificated Notes as required by applicable
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.
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 Multiplier, as the
case may be, for such Certificated Note, and
if so, (i) the new Interest Rate or Spread or
Spread Multiplier, as the case may be, for
such Certificated 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 Stated Maturity of such
Certificated Note (the "Subsequent Interest
Period"); and (ii) the provisions, if any,
for redemption of such Certificated Note
during such Subsequent Interest Period,
including the date or dates on which or the
period or periods during which such redemp-
tion may 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 Certificated Note, to extend the
Stated Maturity of such Note, it will so
notify the Trustee no less than 45
<PAGE>
-41-
or more than 60 days before the Stated
Maturity of such Certificated 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
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.
Trustee Notice to Holders Regarding Company'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 Trustee 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
Stated Maturity (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 Certif-
icated 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
Stated Maturity, as the case may be, of the
principal amount of Certificated Notes to be
repaid on such Optional Reset Date or
<PAGE>
-42-
old Stated Maturity, 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 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 the Holder of
such Certificated Note, by first class mail,
postage prepaid of the new Interest Rate or
Spread or Spread Multiplier applicable to
such Certificated Note.
Trustee Notice to Company Regarding Holders
Revocation of Option To Be Repaid. If, after
the Holder has tendered any Certificated
Notes for repayment 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 Stated Maturity or Optional Reset Date,
as the case may be, of such revocation 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 Stated Maturity where the Maturity has
been extended, and on or before an Optional
Reset Date, the 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
<PAGE>
-43-
Optional Reset Date, as the case may be, for
all the Certificated Notes or portions
thereof which are to be repaid on such old
Stated Maturity or Optional Reset Date, as
the case may be. Such Trustee will use such
money to repay such Certificated Notes pur-
suant 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 Certificated
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 Company's
Exercise of Optional Redemption. After
receipt of notice that the Company 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.
<PAGE>
-44-
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 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
Certificated Notes to be repaid on such
Optional Repayment 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 Certificated Notes
or portions thereof which are to be repaid on
such date. Such Trustee will use such money
to repay such Certificated Notes pursuant 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
<PAGE>
-45-
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 Orders: Company, each Agent will advise the Company
promptly by telephone of all orders to
purchase Certificated Notes received by such
Agent, other than those rejected by the Agent
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 sole right to accept orders
to purchase Certificated Notes and may reject
any such orders in whole or in part. Before
accepting any order to purchase a
Certificated Note to be settled in less than
three Business Days, the Company shall verify
that the Trustee will have adequate time to
prepare and authenticate such Note.
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 Supplement")
reflecting the interest rates and other terms
of such Certified Note and will arrange to
have the Pricing Supplement filed with the
Commission via the Commission's EDGAR system
in accordance 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 pre-
sented the order (the "Presenting Agent") at
(unless otherwise specified by the Presenting
Agent in writing) the following address:
<PAGE>
-46-
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
or
If to Merrill Lynch, Pierce,
Fenner & Smith Incorporated
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, 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
or, if to another Presenting Agent, to the
address specified by it to the Company.
The Presenting Agent will cause a Prospectus
and Pricing Supplement to be delivered to the
purchaser of such Certificated Note.
<PAGE>
-47-
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement 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 any
Supplement: period of time or permanently, the
solicitation of orders to purchase
Certificated 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 Company
suspends solicitation of purchases there
shall be any orders outstanding for
settlement, the Company will promptly advise
the Agents and the Trustee 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
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 supplement
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
<PAGE>
-48-
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 sup-
plement 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 Certificated
Notes being offered, it will promptly advise
the Agents and the Agents will forthwith
suspend solicitation 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 Certificated
Note must accompany or precede the earliest
of any written offer of such Certificated
Note, confirmation of the purchase of such
Certificated Note and payment for such Cer-
tificated 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 confirmation
shall be accompanied by a Prospectus
<PAGE>
-49-
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 Company 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 Certificated
Note solicited by any Agent and accepted by
or on behalf of the 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 immediately
available funds in exchange for an
authenticated Certificated Note delivered to
the Presenting Agent and the Presenting
Agent's delivery of such Certificated Note
against receipt of immediately available
funds shall, with respect to such
Certificated Note, constitute "settlement".
All orders accepted by the Company will be
settled on the third 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 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 Company
through any Agent, as agent, shall be as
follows:
<PAGE>
-50-
A. The Presenting Agent will advise the
Company by telephone of the following
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 ("Registered
Owner").
2. Address of the Registered Owner and
address for payment of principal and
interest.
3. Taxpayer identification number of
the Registered Owner (if available).
4. Principal or face amount.
5. Stated Maturity.
6. In the case of a Fixed Rate
Certificated Note, the interest rate
or, in the case of a Floating 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 Multiplier (if any), Minimum
Interest Rate (if any) and Maximum
Interest Rate (if any).
7. Interest Payment Dates and the
Interest Payment Period.
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.
<PAGE>
-51-
9. Redemption, repayment or extension
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 following 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.
3. Stub Two - For the Presenting Agent.
4. Stub Three - For the Company.
<PAGE>
-52-
D. The Trustee will complete such
Certificated 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 (unless, otherwise specified
by the Presenting Agent in writing) the
following address: in the case of
Salomon Brothers Inc, to the Bank of New
York, Dealer Clearance, One Wall Street,
3rd Floor, New York, NY 10005,
Attention: Salomon Account, or if to
Merrill Lynch, Pierce, Fenner & Smith
Incorporated to Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Money
Market Clearance - MTNs, 75 Barclay
Street, Window C, New York, New York
10080, Attention: Kevin Brennan or, if
to another Presenting Agent to the
address specified by the Company. 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 Presenting Agent an
amount of immediately available funds
equal to the amount of such payment
made.
E. The Presenting Agent will deliver such
Certificated Note (with the
<PAGE>
-53-
confirmation) to the customer against
payment in immediately payable funds.
The Presenting Agent will obtain the
acknowledgment of 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 transfer to the account of
the Presenting Agent an amount equal to the
amount previously credited to the account of
Company in
<PAGE>
-54-
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
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 Certificated Note in respect of which
such failure occurred, the Trustee will
cancel such Certificated Note in accordance
with the Indenture and so advise the Company
and the Trustee will make appropriate 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 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
<PAGE>
-55-
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 reimbursable to it
pursuant to the terms of the Agency
Agreement. The Company will 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 Certifi-
cated 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 D
Due More Than Nine Months
from Date of Issue
TERMS AGREEMENT
[ ], 199[ ]
Attention:
Subject in all respects to the terms and conditions of the
Selling Agency Agreement (the "Agreement") dated January , 1996, between
Salomon Brothers Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and you, the undersigned agrees to purchase the following Notes of CPC
International Inc.:
[Add additional terms as may be needed to identify the Notes.]
Specified Currency (if other than U.S. dollars):
Aggregate Principal Amount: $
Interest Rate:
Stated 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
<PAGE>
-2-
and Payment Therefor:
Method of Payment:
Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Agreement:
[Purchaser]
By:_________________________
Accepted:
CPC International Inc.
By: ____________________________
Title:
EXHIBIT 4.4
Form of Fixed Rate Note
[Unless this certificate is presented by an autho-
rized representative of The Depository Trust Company, a New
York corporation, to the issuer or its agent for registration
of transfer or exchange or for payment, and any certificate
issued is registered in the name of Cede & Co. (or in such
other name as may be requested by an authorized representative
of The Depository Trust Company), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONG-
FUL since the registered owner hereof, Cede & Co., has an
interest herein.
Unless and until this certificate is exchanged in
whole or in part for Securities in certificated form, this cer-
tificate may not be transferred except as a whole by The Depos-
itory Trust Company to a nominee thereof or by a nominee
thereof to The Depository Trust Company or another nominee of
The Depository Trust Company or by The Depository Trust Company
or any nominee to a successor depositary or a nominee of such
successor depositary.]*
NO. FX - ______ PRINCIPAL AMOUNT $_____
CUSIP ______
CPC INTERNATIONAL INC.
MEDIUM-TERM NOTE, SERIES D
(FIXED RATE)
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 APPROXI-
MATE METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING 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)
_________________________
* Include only if this Note is a global security.
<PAGE>
-2-
___ ___
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 (i) other than US $1,000 or (ii) Specified
Currency is other than U.S. dollars)
___ ___
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 addendum) /__/ No
<PAGE>
-3-
___ ___
Amortizing Note: /__/ Yes (see attached addendum) /__/ No
Exchange Rate Agent:
Calculation Agent:
<PAGE>
-4-
CPC INTERNATIONAL INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Company", which term includes any successor under the Indenture
hereinafter referred to), for value received hereby promises to pay
or registered assigns, the principal sum of
on the Stated Maturity 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 (each, an "Interest Payment Date") and
at Maturity, until said principal 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
Interest 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 any Interest
Payment Date shall be the date (whether or not a Business Day) fifteen
calendar days immediately preceding such Interest Payment Date; provided,
however, in the case of interest payable at Maturity, such interest shall
be payable to the Person to whom the principal of such Note is payable.
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 not a day on which banking institutions
are authorized or required by law, regulation or executive order to be
closed in (i) The City
<PAGE>
-5-
of New York or (ii) if the Specified Currency shown above (as defined
below) is other than U.S. dollars, the principal 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 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 circumstances 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 made in U.S. dollars, until the Company
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 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 Specified 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 interest payments may be made at the option of the
Holder 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. The principal hereof and any 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.
<PAGE>
-6-
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]
[Seal]
Attest:
[Secretary] [Assistant Secretary]
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated
herein issued under the within-mentioned Indenture.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
<PAGE>
-7-
CPC INTERNATIONAL INC.
MEDIUM-TERM NOTE, SERIES D
(FIXED RATE)
(Reverse of Note)
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, as amended and
supplemented by the First Supplemental Indenture and Amendment dated as of
March 2, 1994 (the "Indenture") between the Company and Bankers Trust Com-
pany, 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
$[ ] 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.
Unless otherwise specified on the face thereof, 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 Specified Currency other
than U.S. dollars will be as set forth on the respective faces thereof.
Each 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 of this Note 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
<PAGE>
-8-
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 scheduled to receive U.S. dollar payments and at
which the applicable dealer commits to execute a contract. All currency
exchange costs will be borne by the Holders of such Foreign Currency 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 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. dollars will not constitute an Event of Default
under the Indenture. If any payment in respect hereof is required to be
made in a composite currency (e.g., ECU), and such composite currency 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
composite currency 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 composite currency for this purpose (the "Component Currencies" or,
individually, a "Component Currency") shall be the currency amounts that
were components of the composite currency as of the last day on which the
composite currency was used. The equivalent of the composite currency 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
<PAGE>
-9-
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
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 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 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.
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.
<PAGE>
-10-
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 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 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) (computed in accordance with generally accepted
United States bond yield computation principles) at the date as of which
the Amortized Face Amount is calculated, but in no event shall the
Amortized Face Amount of this 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 registrable 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
<PAGE>
-11-
and State of New York, duly endorsed by, or 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
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 registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or 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 (subject 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 any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities 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 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 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
<PAGE>
-12-
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 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 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 provided 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 purposes 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 and not defined herein shall have
the meanings assigned to them in the Indenture.
<PAGE>
-13-
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
(Applicable only if this Note contains optional
repayment provisions as indicated on the face hereof)
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 principal 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
<PAGE>
-14-
is by mail, Four Albany Street, Attention: Corporate Trust and Agency
Group, New York, New York 10015.
Dated:
Signature
Signature Guaranteed
Notice: The signature to this Option
to Elect Repayment must correspond with
the name as it appears upon the face of
the within Note in every particular,
without alteration or enlargement or
any change whatsoever.
ASSIGNMENT
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 the Company with full power of
substitution in the premises.
<PAGE>
-15-
Dated: __________________
Signature
Signature Guaranteed
NOTICE: The signature to this
Assignment must correspond with the
name as it appears upon the face of the
within Note in every particular,
without alteration or enlargement or
any change whatsoever.
EXHIBIT 4.6
Form of Floating Rate Note
[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corpora-
tion, to the issuer or its agent for registration of transfer or
exchange or for payment, and any certificate issued is registered
in the name of Cede & Co. (or in such other name as may be
requested by an authorized representative of The Depository Trust
Company), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
Unless and until this certificate is exchanged in whole
or in part for Securities in certificated form, this certificate
may not be transferred except as a whole by The Depository Trust
Company to a nominee thereof or by a nominee thereof to The Deposi-
tory Trust Company or another nominee of The Depository Trust Com-
pany or by The Depository Trust Company or any nominee to a succes-
sor depositary or a nominee of such successor depositary.]*
NO. FR- _______ PRINCIPAL AMOUNT $______
CUSIP ______
CPC INTERNATIONAL INC.
MEDIUM-TERM NOTE, SERIES D
(FLOATING RATE)
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 DIS-
COUNT ("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)
_________________________
* Include only if this Note is a global security.
<PAGE>
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Authorized Denominations:
(Applicable only if (i) other than U.S. $1,000 or (ii)
Specified Currency is other than U.S. dollars)
Base Rate:
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).
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:
<PAGE>
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__ __
Discount Note: /_/ Yes /_/ No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
__ __
Indexed Note: /_/ Yes (see attached addendum) /_/ No
Amortizing Note: / / Yes (see attached addendum) / / No
Exchange Rate Agent:
Calculation Agent:
<PAGE>
-4-
CPC INTERNATIONAL INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Company", which term includes any successor hereinafter referred to), for
value received hereby promises to pay , or
registered assigns, the principal sum of 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 and/or Spread Multiplier, if any, shown above, determined in
accordance with the provisions on the reverse hereof, on the Interest
Payment Dates shown above and at Maturity 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 any Interest 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 any Interest Payment Date,
shall be the date (whether or not a Business Day) fifteen calendar days
immediately preceding such Interest Payment Date; provided, however, in the
case of interest payable at Maturity, such interest shall be payable to the
Person to whom the principal of such Note is payable. 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 banking institutions are authorized or
required by law, regulation or
<PAGE>
-5-
executive order 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 principal 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 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 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 circumstances 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 made in U.S. dollars, until the Company
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 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 Specified 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 interest payments may be made at the option of the
Holder 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. The principal hereof and any premium and interest
hereon
<PAGE>
-6-
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 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]
[Seal]
Attest ________________________________
[Secretary] [Assistant Secretary]
<PAGE>
-7-
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities issued under the within-
mentioned Indenture.
Dated:
BANKERS TRUST COMPANY
as Trustee
By ____________________________________
Authorized Officer
<PAGE>
-8-
CPC INTERNATIONAL INC.
MEDIUM-TERM NOTE, SERIES D
(FLOATING RATE)
(Reverse of Note)
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, as amended and
supplemented by the First Supplemental Indenture and Amendment dated as of
March 2, 1994 (the "Indenture") between the Company and Bankers Trust Com-
pany, 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
$[ ] 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.
Unless otherwise specified on the faces thereof, 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 Specified Currency other
than U.S. dollars will be as set forth on the respective faces thereof.
Each 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 of this Note 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
<PAGE>
-9-
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 scheduled to receive U.S. dollar payments and at which the applicable
dealer commits to execute a contract. All currency exchange costs will be
borne by the Holders of such Foreign Currency 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 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. dollars will not constitute an Event of Default
under the Indenture. If any payment in respect hereof is required to be
made in composite currency (e.g., ECU), and such composite currency 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
composite currency 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
composite currency in United States dollars, which shall be determined by
the Company or its agent on the following basis. The component currencies
of the composite currency for this purpose (the "Component Currencies" or,
individually, a "Component Currency") shall be the currency amounts that
were components of the composite currency as of the last day on which the
composite currency was used. The equivalent of the composite currency 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
<PAGE>
-10-
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
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 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 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 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
<PAGE>
-11-
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 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 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) (computed in accordance with generally accepted
United States bond yield computation principles) at the date as of which
the Amortized Face Amount is calculated, but in no event shall the
Amortized Face Amount of this 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. Thereafter, 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, the Prime
Rate, the Federal Funds Rate, the CD Rate, the CMT Rate or 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
<PAGE>
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successor publication published by the Board of Governors of the Federal
Reserve System.
"Composite Quotations" means the daily statistical release
entitled "Composite 3:30 p.m. Quotations for U.S. Government Securities"
published by the Federal Reserve Bank of New York.
"Index Maturity" means the period of maturity of the instrument
or obligation from which the Base Rate is calculated.
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 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 Interest 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 general 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 provided 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, September
and December of each year; if this Note resets semiannually, the third
Wednesday of the two months of each year specified on the face hereof; and
if this Note resets annually, the third Wednesday of the month of each year
specified on the face hereof. 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
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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 Maturity, as the case may be; provided, however, that if
the interest rate is reset daily or weekly, the interest payable hereon
shall be the accrued interest from and including the Original Issue Date or
the last date to which interest has been accrued and paid, as the case may
be, to but excluding the Regular Record Date immediately preceding such
Interest Payment Date, except that, at Maturity, the interest payable will
include interest accrued to, but excluding, the date of Maturity. Accrued
interest shall be calculated by multiplying the principal amount hereof (or
if this is an Indexed Note, unless otherwise specified on the face hereof,
the Face Amount) 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 Commercial 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 or the CMT 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 specified 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, interest 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
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Wednesday of the two months of each year specified on the face hereof; and
if this Note resets annually, on the third Wednesday 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 Maturity 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 made on the date such
payment was due, and no interest shall accrue on such payment for the
period from and after the Maturity to the date of such payment on the next
succeeding Business Day.
Unless otherwise specified 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 effective 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. Unless otherwise
specified on the face
<PAGE>
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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 pertaining 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 Deposit".
If by 3:00 p.m., New York City time, on such Calculation Date such rate is
not yet published in either H.15(519) or Composite Quotations, then the "CD
Rate" for such Interest Reset Period 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 negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money center
banks (in the market for negotiable certificates of deposit) with a
remaining maturity closest to the Index Maturity specified 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 CMT Rate
If the Base Rate shown on the face hereof is the CMT Rate this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof. Unless otherwise
specified on the face hereof, the "CMT 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 "CMT Rate Determination Date")
displayed on the Designated CMT Telerate Page (as defined below) under the
caption "Treasury Constant Maturities . . . Federal Reserve Board Release
H.15 . . . Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index (as defined below) for (i) if the
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Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052,
the week or the month, as applicable, ended immediately preceding the week
in which the related CMT Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page, or if not displayed by
3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate for such CMT Interest Determination Date will be such Treasury
Constant Maturity rate for the Designated CMT Maturity Index as published
in the relevant H.15 (519). If such rate is no longer published, or if not
published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such CMT Interest Determination Date will be
such Treasury Constant Maturity rate for the Designated CMT Maturity Index
(or other United States Treasury rate for the Designated CMT Maturity
Index) as may then be published by either the Federal Reserve Board or the
United States Department of the Treasury that the Calculation Agent deter-
mines to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15 (519). If such
information is not available by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Interest
Determination Date will be calculated by the Calculation Agent and will be
a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M. (New York City
time) on the CMT Interest Determination Date reported, according to their
written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest)), for the most recently
issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one year. If the Calculation
Agent cannot obtain three such Treasury Note quotations, the CMT Rate for
such CMT Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 P.M. (New York
City time) on the CMT Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected
by the Calculation Agent and eliminating the highest quotation
<PAGE>
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(or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest), for Treasury Notes with
an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to
the Designated CMT Maturity Index and in an amount of at least
$100 million. If three or four (and not five) of such Reference Dealers
are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of all the offer prices so obtained and neither the highest
nor lowest of such quotes will be eliminated; provided, however, that if
fewer than three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate for such CMT Interest Determina-
tion Date will be the CMT Rate determined on the immediately preceding
CMT Interest Determination Date or, in the case of the first CMT Interest
Determination Date, the initial Interest Rate specified in the applicable
CMT Rate Note and Pricing Supplement. If two Treasury Notes with an
original maturity as described in the third preceding sentence have
remaining terms to maturity equally close to the Designated CMT Maturity
Index, the quotes for the Treasury Note with the shorter remaining term to
maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated in the applicable Pricing
Supplement and CMT Rate Note (or any other page that may replace such page
on that service for the purpose of displaying Treasury Constant Maturities
as reported in H.15(519), for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)). If no such page is specified in the
applicable Pricing Supplement and CMT Rate Note, the Designated
CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the Treasury Notes (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement and CMT Rate Note with
respect to which the CMT Rate will be calculated. If no such maturity is
specified in the applicable Pricing Supplement and CMT Rate Note, the
Designated CMT Maturity Index shall be 2 years.
Determination of Commercial Paper Rate
If the Base Rate shown on the face hereof is the Commercial
Paper Rate, this Note will bear interest for each Interest Reset Period at
the interest rate calculated with
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reference to the Commercial Paper Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof. Unless otherwise
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 "Commercial 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 Quotations, then the "Commercial Paper Rate" for such Interest
Reset Period shall be the Money Market Yield of the arithmetic mean of the
offered rates as of 11:00 a.m., New York City time, on such Commercial
Paper Rate Determination Date of three leading dealers of commercial paper
in The City of New York selected by the Calculation Agent for commercial
paper of the Index Maturity 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 sentence, 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 x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal, and "M" refers
to the actual number of days in the Index Maturity specified on the face
hereof.
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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 reference to the Federal Funds Rate and
Spread and/or Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, the "Federal Funds Rate" for
each Interest Reset Period shall be the effective 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 Federal Funds Rate Determination Date as
published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If by 3:00 p.m., New York City time, on such
Calculation Date, such rate is not yet published in either H.15(519) or
Composite Quotations, then the "Federal Funds Rate" for such Interest Reset
Period shall be calculated by the Calculation Agent and will be the
arithmetic mean of the rates for the last transaction in overnight United
States dollar federal funds arranged by three leading brokers of federal
funds transactions in The City of New York (which may include the Agents)
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 "Federal Funds Rate" for such Interest
Reset Period will be the same as the Federal Funds Rate for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the Initial Interest Rate).
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" for each Interest Reset Period will be determined by
the Calculation Agent in accordance with the following provisions:
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(a) 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, ("LIBOR Reuters"), or (b) the rate for deposits
in U.S. dollars having the Index Maturity specified on the face
hereof, commencing on the second London Banking Day immediately
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
services as may be nominated by the British Bankers' Association (the
"Association") for the purpose of displaying 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.
(b) With respect to a LIBOR Interest Determination Date on
which this provision applies, LIBOR will be determined on the basis
of the rates at which deposits in U.S. dollars having the Index
Maturity specified 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 consultation with the
Association) to prime banks in the London interbank market commencing
on the second London Business
<PAGE>
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Day immediately following such LIBOR Interest Determination 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 Reference 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 approximately 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 specified on the face hereof commencing on the second London
Business Day immediately following such LIBOR Interest Determination
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 fewer than three
banks selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, "LIBOR" for such Interest Reset Period
will be the same as LIBOR for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the
Initial Interest Rate).
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 Interest Rate Basis 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" for
each Interest Reset Period will be the rate on the Prime Rate Interest
Determination Date (as defined below) as such rate is published in
H.15(519) under the heading "Bank Prime Loan." If such rate is not
published prior to 3:00 P.M.,
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New York City time, on the related Calculation Date, then the Prime Rate
shall be the arithmetic mean of the rates of interest publicly announced by
each bank that appears on the Reuters Screen USPRIME1 (as defined below) as
such bank's prime rate or base lending rate as in effect for such Prime
Rate Interest Determination Date. If fewer than four such rates but more
than one such rate appear on the Reuters Screen USPRIME1 for such Prime
Rate Interest Determination Date, the Prime Rate shall be the arithmetic
mean of the prime rates quoted on the basis of the actual number of days in
the year divided by 360 as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of
New York selected by the Calculation Agent. If fewer than two such rates
appear on the Reuters Screen USPRIME1, the Prime Rate will be determined by
the Calculation Agent on the basis of the rates furnished in The City of
New York by three substitute banks or trust companies organized and doing
business under the laws of the United States, or any state thereof, in each
case having total equity capital of at least $500 million and being subject
to supervision or examination by Federal or State authority, selected by
the Calculation Agent to provide such rate or rates; provided, however,
that if the banks or trust companies selected as aforesaid are not quoting
as mentioned in this sentence, the "Prime Rate" for such Interest Reset
Period will be the same as the Prime Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the
Initial Interest Rate).
"Reuters Screen USPRIME1" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service) or such other page
as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks).
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. Unless
otherwise specified on the face hereof, the "Treasury Rate" for each
Interest Reset
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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 (invest-
ment)" 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 Calculation 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
securities 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 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 Interest 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 Friday, 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
<PAGE>
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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.
Additional Terms
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 registrable 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 instrument 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.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the
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 Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Debt Securities of
this series shall have occurred and be continuing, the principal of all the
Debt Securities of this series may be
<PAGE>
-25-
declared due and payable in the 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 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 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 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 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 provided 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 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
<PAGE>
-26-
purposes 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 and not defined herein shall have
the meanings assigned to them in the Indenture.
<PAGE>
-27-
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
(Applicable only if this Note contains optional
repayment provisions as indicated on the face hereof)
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 principal 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
<PAGE>
-28-
Manhattan, The City and State of New York, located initially at the office
at 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.
Dated:
Signature
Signature Guaranteed
Notice: The signature to this Option
to Elect Repayment must correspond with
the name as it appears upon the face of
the within Note in every particular,
without alteration or enlargement or
any change whatsoever.
ASSIGNMENT
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 the Company with full power of substitution in
the premises.
Dated: __________________
Signature
<PAGE>
-29-
Signature Guaranteed
NOTICE: The signature to this
Assignment must correspond with the
name as it appears upon the face of the
within Note in every particular,
without alteration or enlargement or
any change whatsoever.
