<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 200549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 5, 1996 Commission file number: 1-6187
ALBERTSON'S, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 82-0184434
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(State of Incorporation) (Employer Identification Number)
250 Parkcenter Boulevard, P.O. Box 20, Boise, Idaho 83726
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(Address of principal executive offices) (Zip Code)
(208) 385-6200
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(Telephone Number)
TABLE OF CONTENTS
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Item Page
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7. Financial Statements and Exhibits 2
1
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Item 7. Financial Statements and Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
4.1 Officers' Certificate, without exhibits, pursuant to Section
301 of the Indenture, dated as of May 1, 1992, between
Albertson's, Inc. (the "Company") and First Trust of New York,
N.A., as successor in interest to the corporate trust business
of Morgan Guaranty Trust Company of New York, establishing the
terms of the Company's Medium-Term Notes, Series B.
4.2 Form of Fixed Rate Book-Entry Medium-Term Note, Series B.
4.3 Form of Floating Rate Book-Entry Medium-Term Note, Series B.
</TABLE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Albertson's, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ALBERTSON'S, INC.
Date: June 5, 1996 By /s/ THOMAS R. SALDIN
-------------------------------
Thomas R. Saldin
Executive Vice President,
Administration and
General Counsel
2
<PAGE> 3
INDEX TO EXHIBITS
FILED WITH THE CURRENT REPORT
ON FORM 8-K DATED JUNE 5, 1996
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
4.1 Officers' Certificate, without exhibits, pursuant to Section
301 of the Indenture, dated as of May 1, 1992, between
Albertson's, Inc. (the "Company") and First Trust of New York,
N.A., as successor in interest to the corporate trust business
of Morgan Guaranty Trust Company of New York, establishing the
terms of the Company's Medium-Term Notes, Series B.
4.2 Form of Fixed Rate Book-Entry Medium-Term Note, Series B.
4.3 Form of Floating Rate Book-Entry Medium-Term Note, Series B.
</TABLE>
3
<PAGE> 1
Exhibit 4.1
ALBERTSON'S, INC.
OFFICERS' CERTIFICATE PURSUANT TO
SECTION 301 OF THE INDENTURE
June 3, 1996
A. Craig Olson and Kaye L. O'Riordan do hereby certify that we are the
duly appointed Senior Vice President, Finance and Chief Financial Officer and
Corporate Secretary, respectively, of Albertson's, Inc., a Delaware corporation
(the "Company"). We further certify, pursuant to resolutions of the Board of
Directors of the Company adopted on March 4, 1996 and May 24, 1996 (copies of
which are attached hereto as Exhibit I ), that pursuant to Section 301 of the
Indenture, dated as of May 1, 1992 (the "Indenture"), between the Company and
First Trust of New York, N.A., as trustee and successor in interest to the
corporate trust business of Morgan Guaranty Trust Company of New York (the
"Trustee"), a series of debt securities of the Company is hereby established
with the following terms and provisions:
1. The title of such series of debt securities shall be the "Medium
Term Notes, Series B" (the "Notes").
2. The aggregate principal amount of the Notes that may be
authenticated and delivered under the Indenture is unlimited; provided, however,
that only $300,000,000 aggregate principal amount is being authorized at this
time (except for Notes authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304,
305, 306, 906 or 1107 of the Indenture, and except for any Notes which, pursuant
to Section 303 of the Indenture, shall be deemed never to have been
authenticated and delivered thereunder).
3. The Notes may be issued in whole or in part in the form of one or
more Global Securities ("Book-Entry Notes") registered in the name of a nominee
of The Depository Trust Company, a New York corporation (including any successor
in such capacity, the "Depositary") or in registered definitive form, without
coupons ("Certificated Notes"), as designated by any one of the following
officers of the Company: the Chairman of the Board, the President, any Executive
Vice President, the Chief Financial Officer of the Company (collectively, the
"Executive Officers") or such other persons as any Executive Officer may
designate in writing with written notice thereof to the Trustee (together with
the Executive Officers, the "Authorized Officers"). The circumstances pursuant
to which a Book-Entry Note may be transferred to, and registered and exchanged
for Notes registered in the name of, a Person other than the Depositary or a
nominee of the Depositary are set forth in Section 305 of the Indenture.
4. The Stated Maturity of the Notes on which the principal thereof is
due and payable shall range 9 months or more from the date of issue.
5. The principal amount, interest rate, Stated Maturity, Interest Rate
Basis, Maximum Rate, Minimum Rate, Spread, Spread Multiplier, Calculation Date,
Initial Interest Rate, Interest Payment Dates, Regular Record Dates, Index
Maturity, Interest Determination Dates, Interest Reset Dates, Redemption Prices,
Redemption Dates, Optional Repayment Date(s) of any Note, in each case, if
applicable, and any other terms applicable to such Note, shall be determined by
an Authorized Officer.
6. The principal of the Notes shall bear interest, if any, at the rates
(whether fixed or floating) to be determined from time to time by an Authorized
Officer as provided above from the respective issue dates of the Notes or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, payable (unless provided otherwise by an Authorized Officer) on,
(a) in the case of Notes with a fixed interest rate, June
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1 and December 1 of each year to Holders registered as such at the close of
business on the first May 15 or November 15, as the case may be, next preceding
such Interest Payment Date and (b) in the case of Notes with a floating interest
rate, on the Interest Payment Date determined as provided in paragraph 5 hereof
to the Holders thereof registered as such 15 calendar days before such Interest
Payment Date, and if a Note matures on a date that is not an interest Payment
Date, interest will be paid at Maturity to the Person to whom the principal is
payable. The first interest payment on a Note purchased between a Regular Record
Date and an Interest Payment Date shall be payable on the Interest Payment Date
after the next succeeding Regular Record Date to the registered owner on such
Regular Record Date. Unless otherwise designated by an Authorized Officer,
interest on the Notes will be calculated on the basis of a 360-day year of
twelve 30-day months.
7. Principal of, premium, if any, and interest, if any, on a Book-Entry
Note shall be paid in immediately available funds to the Depositary or a nominee
of the Depositary. Principal of, premium, if any, and interest, if any, on a
Certificated Note at Maturity shall be paid in immediately available funds to
the Holder upon surrender of the Certificated Note at the Corporate Trust Office
of the Trustee in the Borough of Manhattan, The City of New York, or at such
other place or places as may be designated pursuant to the Indenture, provided
that such Certificated Note is surrendered to the Trustee, acting as Paying
Agent, in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures. Payments of interest on a Certificated
Note other than at Maturity shall be made by check mailed to the address of the
Person entitled thereto as it appears on the Security Register on the relevant
Regular Record Date or by wire transfer in immediately available funds to such
account as may have been appropriately designated to the Paying Agent by such
Person in writing not later than such relevant Regular Record Date. Each payment
of principal, premium, if any, and interest, if any, shall be made in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. Subject to such limitations as
may be set forth in the Indenture, the Book-Entry Notes or the certificates
evidencing the Certificated Notes, transfers of the Notes shall be registrable
on the Securities Register upon the surrender of the Notes for registration
transfer at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York or such other place or places as may be
designated pursuant to the Indenture.
8. The Notes may be redeemed at the option of the Company on any
Redemption Date if so designated by an Authorized Officer.
If so designated by an Authorized Officer, the Notes may be redeemed at
the option of the Company, as a whole or from time to time in part, upon not
less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be
redeemed at his address as it appears in the Securities Register, on any date
prior to their Stated Maturity at a Redemption Price equal to 100% of the
principal amount thereof plus accrued interest to the Redemption Date (subject
to the right of Holders of record on the relevant Record Date to receive
interest due on an Interest Payment Date that is on or prior to the Redemption
Date), plus a Make-Whole Premium, if any.
The amount of the "Make-Whole Premium" in respect of the principal
amount of any Note to be redeemed will be the excess, if any, of (i) the sum of
the present values, as of the Redemption Date of such Note, of (A) the
respective interest payments (exclusive of the amount of accrued interest to the
Redemption Date) on such Note that, but for such redemption, would have been
payable on their respective Interest Payment Dates after such Redemption Date,
and (B) the payment of such principal amount that, but for such redemption,
would have been payable on the Stated Maturity of the Notes over (ii) the amount
of such principal to be redeemed. Such present values will be determined in
accordance with generally accepted principles of financial analysis by
discounting the amounts of such payments of interest and principal from their
respective Stated Maturities to such Redemption Date at a discount rate equal to
the Treasury Yield.
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The "Treasury Yield" in respect of any Note to be redeemed shall be
determined as of the date on which notice of redemption of such Note is sent to
the Holder thereof by reference to the most recent Federal Reserve Statistical
Release H. 15 (519) (or successor publication) which has become publicly
available not more than two Business Days prior to such date (or, if such
Statistical Release (or successor publication) is no longer published or no
longer contains the applicable data, to the most recently published issue of the
Wall Street Journal (Eastern Edition) published not more than two Business Days
prior to such date that contains such data or, if the Wall Street Journal
(Eastern Edition) is no longer published or no longer contains such data, to any
publicly ,available source of similar market data), and shall be the most recent
weekly average yield on actively traded U.S. Treasury securities adjusted to a
constant maturity equal to the Remaining Life of the Notes and, if applicable,
converted to a bond equivalent yield basis as described below. The "Remaining
Life of the Notes" shall equal the number of years from the Redemption Date to
the Stated Maturity of the Notes; provided that if the Remaining Life of the
Notes being redeemed is not equal to the constant maturity of a U.S. Treasury
security for which a weekly average yield is specified in the applicable source,
then the Remaining Life of the Notes shall be rounded to the nearest one-twelfth
of one year and the Treasury Yield shall be obtained by linear interpolation
(computed to the fifth decimal place (one thousandth of a percentage point) and
then rounded to the fourth decimal place (one hundredth of a percentage point)),
after rounding to the nearest one-twelfth of one year, from the weekly average
yields of (a) the actively traded U.S. Treasury security with a maturity closest
to and less than the Remaining Life of the Notes and (b) the actively traded
U.S. Treasury security with a maturity closest to and greater than the Remaining
Life of the Notes, except that if the Remaining Life of the Notes is less than
three months, the weekly average yield on actively traded U.S. Treasury
securities adjusted to a constant maturity of three months shall be used. The
Treasury Yield shall, if expressed on a yield basis other than that equivalent
to a bond equivalent yield basis, be converted to a bond equivalent yield basis
and shall be computed to the fifth decimal place (one thousandth of a percentage
point) and then rounded to the fourth decimal place (one hundredth of a
percentage point).
9. The Notes may be subject to repayment by the Company at the option
of the Holders on one or more Optional Repayment Date(s) if so designated by an
Authorized Officer. If so designated by an Authorized Officer, the Notes may be
subject to repayment at the option of the Holders on any Optional Repayment
Date, in whole or from time to time in part in increments of $1,000 or such
minimum denomination specified by such Authorized Officer (provided that any
remaining principal amount thereof shall be at least $1,000 or such other
minimum denomination), not more than 60 nor less than 30 days prior to the date
of repayment on any date prior to their Stated Maturity at a repayment price
equal to 100% of the principal amount thereof plus accrued interest to the date
of repayment.
10. In the case of a Fixed Rate Note, in any case in which an Interest
Payment Date, Redemption Date, Optional Repayment Date or the Stated Maturity of
any Fixed Rate Note shall not be a Market Day, then the payment of interest or
principal need not be made on such date, but may be made on the next succeeding
Market Day with the same force and effect as if made on such Interest Payment
Date, Redemption Date, Optional Repayment Date or at the Stated Maturity, as the
case may be, and no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, Optional Repayment Date or Stated
Maturity, as the case may be. In the case of a Floating Rate Note, in any case
in which (i) an Interest Payment Date (other than at Stated Maturity, Redemption
Date or Optional Repayment Date) of any Floating Rate Note shall not be a Market
Day, then the Interest Payment Date will be the next succeeding Market Day (with
interest accruing to but excluding such next succeeding Market Day) (or, in the
case of a Floating Rate Note that is a LIBOR Note, if such day falls in the next
calendar month the immediately preceding Market Day (with interest accruing to
but excluding such immediately preceding Market Day)) and (ii) the Stated
Maturity, Redemption Date or Optional Repayment Date of any Floating Rate Note
shall not be a Market Day, the required payment of principal, premium, if any,
and interest shall be on the next succeeding Market Day as if made on the date
such payment was due, and no interest
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will accrue on such payment for the period from and after the Stated Maturity,
Redemption Date or Optional Repayment Date, as the case may be, to the date of
such payment on the next succeeding Market Day.
11. The Company has no obligation to redeem or purchase the Notes
pursuant to a sinking fund or analogous provision or at the option of any Holder
thereof.
12. Certificated Notes shall be issuable in registered form without
coupons in denominations of $1,000 and any amount in excess thereof that is an
integral multiple of $1,000, if so designated by an Authorized Officer.
13. The Notes may be listed for trading on any national securities
exchange if so designated by an Authorized Officer.
14. The covenants set forth in Sections 1008 and 1009 of the Indenture
shall apply to the Notes.
15. The defeasance and covenant defeasance provisions set forth in
Article Thirteen of the Indenture shall apply to the Notes.
16. Notwithstanding any of the foregoing, the Notes shall have any
terms, including terms conflicting with the above terms, that are designated by
an Authorized Officer provided that such terms are not inconsistent with the
provisions of the Indenture.
17. The initial Paying Agent and Registrar for the Notes shall be First
Trust of New York, N.A. and the Security Register for the Notes shall be
initially maintained at its Corporate Trust Office in the Borough of Manhattan,
The City of New York.
18. The initial Calculation Agent for the Notes shall be First Trust of
New York, N.A. Before any Floating Rate Notes are issued, the Company and the
Calculation Agent shall enter into a Calculation Agency Agreement with respect
thereto. The Calculation Agent's determination of any interest rate will be
final and binding in the absence of manifest error.
19. Any determination by an Authorized Officer of the terms of any Note
shall be communicated to the Trustee in accordance with the Company Order of
even date herewith relating to the Notes.
In rendering this Officers' Certificate, each of undersigned has read
the Indenture, including Sections 102, 201, 301 and 303 thereof, and has made
such examinations and investigations which, in his or her opinion, are necessary
to enable such person to express an informed opinion as to whether all covenants
and conditions required under the Indenture to be complied with or satisfied in
connection with the Trustee's authentication and delivery of the Notes have been
complied with or satisfied, and, in such person's opinion, all such covenants
and conditions have been complied with and satisfied (or will be complied with
and satisfied upon determination of the terms thereof and conveyance of
instructions with respect thereto to the Trustee in accordance with the Company
Order of even date hereof relating to the Notes).
Attached hereto as Exhibit II and Exhibit III, respectively, are the
forms of Fixed Rate Book-Entry Note and Floating Rate Book-Entry Note. We
further approve all of the terms and conditions set forth on or referred in the
attached forms of Fixed Rate Book-Entry Note and Floating Rate Book-Entry Note.
In the event that Certificated Notes are issued in exchange for or in addition
to the Fixed Rate Book-Entry Notes or the Floating
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Rate Book-Entry Notes, or both, the forms of certificates evidencing the
Certificated Notes shall be in substantially the forms of the attached Fixed
Rate Book-Entry Note and Floating Rate Book-Entry Note, with such grammatical
and other changes as are necessary to evidence the Notes in definitive form
rather than as Global Securities.
Capitalized terms used herein that are not otherwise defined herein
shall have the meanings assigned to them in the Indenture. Capitalized terms
used in paragraphs 5 and 9 above that are not otherwise defined herein or in the
Indenture shall have the meanings assigned to them in the form of Fixed Rate
Book-Entry Note or Floating Rate Book-Entry Note, as the case may be, attached
hereto as Exhibits II and III, respectively.
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IN WITNESS WHEREOF, the undersigned have executed this certificate as
of the date first written above.
ALBERTSON'S, INC.
By:_____________________________________
A. Craig Olson
Senior Vice President, Finance and
Chief Financial Officer
By:_____________________________________
Kaye L. O'Riordan
Corporate Secretary
<PAGE> 1
Exhibit 4.2
[FORM OF FIXED RATE MEDIUM-TERM NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
<TABLE>
<CAPTION>
REGISTERED ALBERTSON'S, INC. REGISTERED
NO. $
<S> <C> <C>
MEDIUM-TERM NOTE, SERIES B
DUE 9 MONTHS OR MORE FROM
DATE OF ISSUE
(FIXED RATE)
CUSIP
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY:
INTEREST PAYMENT DATE(S): REGULAR RECORD DATE(S): REGULAR REDEMPTION
/ / YES / / NO
INITIAL REDEMPTION DATE: INITIAL REDEMPTION PRICE: PREMIUM REDUCTION AMOUNT:
MAKE-WHOLE PREMIUM OPTIONAL REPAYMENT DATE(S):
REDEMPTION / / YES / / NO
</TABLE>
ALBERTSON'S, INC. (the "Company", which term includes any successor
under the Indenture referred to hereinafter), a corporation duly organized and
existing under the laws of the State of Delaware, for value received, hereby
promises to pay to_______________, or registered assigns, the principal sum
of_______________DOLLARS on the Stated Maturity, and to pay interest thereon, if
any, at the rate per annum shown above, computed on the basis of a 360-day year
of twelve 30-day months, until the principal hereof has been paid or made
available for payment. Except as provided in the Indenture, the Company will pay
interest, if any, on the Interest Payment Dates specified above, commencing with
the first Interest Payment Date following the Original Issue Date and ending at
Maturity; provided, however, that any payment of principal of, premium, if any,
or interest, if any, on this Global Note to be made on an Interest Payment Date
or at Maturity which is not a Business Day (as hereinafter defined) will be made
on the next succeeding Business Day. Interest on this Global Note, if any, will
accrue from the most recent Interest Payment Date to which interest has been
paid or duly provided for, or, if no interest has been paid or duly provided
for, from the Original Issue Date, to but excluding the next succeeding Interest
Payment Date, until the principal hereof has been paid or made available for
payment. The interest so payable, and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Global Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date designated on the
face hereof (whether or not a Business Day) next preceding such Interest Payment
Date; provided, however, that interest payable at Maturity will be payable to
the Person to whom the principal hereof shall be payable; and provided, further,
that if this Global Note is originally issued between a Regular Record Date and
an Interest Payment Date, then interest will be payable to the Person in whose
name this Global Note (or one or more Predecessor
<PAGE> 2
Securities) is registered on the next succeeding Regular Record Date, and will
be so paid on the next succeeding Interest Payment Date. Any such interest which
is payable, but is not punctually paid or duly provided for on any Interest
Payment Date, shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, and may be paid to the Person in whose name this
Global 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 the Holder of this
Global Note not less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture. So long as this Global Note is a Global Security held by a Depositary
or a nominee of such Depositary, then the principal of, premium, if any, and
interest, if any, on this Global Note on any Interest Payment Date and at
Maturity shall be payable in immediately available funds to such Depositary or a
nominee of such Depositary. If at any time this Global Note is no longer a
Global Security held by a Depositary or its nominee, then the principal of,
premium, if any, and interest, if any, on this Global Note at Maturity shall be
paid in immediately available funds to the Holder upon surrender of this Global
Note at the office or agency maintained by the Company for that purpose in the
Borough of Manhattan, The City of New York, or at such other place or places as
may be designated pursuant to the Indenture, provided that this Global Note is
surrendered at the office or agency described above in time for the Paying Agent
to make such payments in such funds in accordance with its normal procedures. If
at any time this Global Note is no longer a Global Security held by a Depository
or its nominee, then the payment of interest, if any, on this Global Note due on
any Interest Payment Date other than at Maturity shall be made by check mailed
to the address of the Person entitled thereto as it appears in the Security
Register on the relevant Regular or Special Record Date, as the case may be, or
by wire transfer in immediately available funds to such account as may have been
appropriately designated to the Paying Agent by such Person in writing not later
than such relevant Regular or Special Record Date, as the case may be. Each
payment of principal of, premium, if any, and interest, if any, on this Global
Note shall be made in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts.
This Global Note is one of the series of Debt Securities designated
under the Indenture as Medium-Term Notes, Series B (the "Notes").
This Global Note is one of a duly authorized issue of unsecured and
unsubordinated debentures, notes or other evidences of senior indebtedness of
the Company (herein referred to as the "Securities"), issued and to be issued in
one or more series under an Indenture, dated as of May 1, 1992 (herein referred
to as the "Indenture"), between the Company and First Trust of New York, N.A.,
as successor in interest to the corporate trust business of Morgan Guaranty
Trust Company of New York (herein referred to as 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 description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. The Notes will be issuable in an aggregate principal amount of
$300,000,000, which amount may be increased if duly authorized by the Company.
The Notes may have different Original Issue Dates and Interest Payment Dates,
mature at different times and bear interest at different rates and, as provided
below, be subject to different redemption provisions and/or repayment
provisions, and may differ in such other respects as is provided herein or as
may be provided pursuant to the terms of the Indenture. The Notes will rank on a
parity with all other senior unsecured indebtedness of the Company from time to
time outstanding.
Each of the defeasance and covenant defeasance provisions of Article
Thirteen of the Indenture shall apply to this Global Note.
Each of the covenant provisions of Sections 1008 and 1009 of the
Indenture shall apply to this Global Note.
This Global Note is not subject to payment from a sinking fund.
This Note may be subject to repayment at the option of the Holder prior
to the Stated Maturity specified above on the Optional Repayment Date(s), if
any, specified above. If no Optional Repayment Dates are specified above, this
Note may not be so repaid at the option of the Holder hereof prior to the Stated
Maturity. On any Optional Repayment Date, this Note shall be repayable in whole
or in part in an amount equal to $1,000 or such other minimum denomination
specified on the face hereof (provided that any remaining principal amount shall
be at least $1,000 or such other minimum denomination) at the option of the
Holder hereof at a repayment price equal to 100% of the principal amount to be
repaid (or, if this Note is an Original Issue Discount Note, such lesser amount
as is provided in such Note), together with interest thereon payable to the date
of repayment. For this Note to be repaid in whole or in part at the option of
the Holder hereof, this Note must be received, with the form entitled "Option to
Elect Repayment" set forth below duly completed, by the Trustee at its Corporate
Trust Office (or such other address of which the Company shall from time
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<PAGE> 3
to time notify the Holders), not more than 60 or less than 30 days prior to the
applicable Optional Redemption Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable. In the event of payment of this Note in part
only, a new Note for the unpaid portion hereof shall be issued in the name of
the Holder hereof upon the surrender hereof.
If so designated on the face of this Global Note, this Global Note may
be redeemed by the Company by Regular Redemption or Make-Whole Premium
Redemption on any date on and after the Initial Redemption Date indicated on the
face hereof. If neither Regular Redemption nor Make-Whole Premium Redemption is
designated on the face hereof, then this Global Note may not be redeemed prior
to its Stated Maturity.
REGULAR REDEMPTION. If so designated on the face of this Global Note
that it is subject to Regular Redemption, then on and after the Initial
Redemption Date, this Global Note may be redeemed at the option of the Company
in whole or in part in increments of $1,000 (provided that any remaining
principal amount of this Global Note shall be at least $1,000) at the Redemption
Price, together with accrued interest to the Redemption Date, on notice given
not more than 60 nor less than 30 days prior to the Redemption Date. The
Redemption Price shall be initially equal to the Initial Redemption Price set
forth on the face hereof on the Initial Redemption Date (plus accrued interest
to the Initial Redemption Date), and shall decline (but not below par) on each
anniversary of the Initial Redemption Date by the Premium Reduction Amount set
forth on the face hereof until the Redemption Price is equal to 100% of such
principal amount, plus accrued interest to the date this Global Note is redeemed
(the "Redemption Date"). If less than all of this Global Note is to be redeemed,
the beneficial interests in this Global Note to be redeemed shall be selected by
the Trustee by such method as the Trustee shall deem fair and appropriate. In
the event of redemption of this Global Note in part only, a new Global Note for
the unredeemed portion hereof shall be issued in the name of the Holder hereof
upon surrender hereof.
MAKE-WHOLE PREMIUM REDEMPTION. If so designated on the face of this
Global Note, this Global Note may be redeemed at the option of the Company, as a
whole or from time to time in part, upon not less than 30 nor more than 60 days'
notice mailed to the Holder at his address as it appears in the Security
Register, on any date prior to its Stated Maturity at a Redemption Price equal
to 100% of the principal amount hereof plus accrued interest to the Redemption
Date (subject to the right of the Holder of record on the relevant Regular
Record Date to receive interest due on an Interest Payment Date that is on or
prior to the Redemption Date), plus a Make-Whole Premium, if any.
The amount of the "Make-Whole Premium" in respect of the principal
amount of this Global Note will be the excess, if any, of (i) the sum of the
present values, as of the Redemption Date of this Global Note, of (A) the
respective interest payments (exclusive of the amount of accrued interest to the
Redemption Date) on this Global Note that, but for such redemption, would have
been payable on their respective Interest Payment Dates after such Redemption
Date, and (B) the payment of such principal amount that, but for such
redemption, would have been payable on the Stated Maturity of this Global Note
over (ii) the amount of such principal to be redeemed. Such present values will
be determined in accordance with generally accepted principles of financial
analysis by discounting the amounts of such payments of interest and principal
from their respective Stated Maturities to such Redemption Date at a discount
rate equal to the Treasury Yield.
The "Treasury Yield" in respect of this Global Note shall be determined
as of the date on which notice of redemption of this Global Note is sent to the
Holder hereof by reference to the most recent Federal Reserve Statistical
Release H.15 (519) (or successor publication) which has become publicly
available not more than two Business Days prior to such date (or, if such
Statistical Release (or successor publication) is no longer published or no
longer contains the applicable data, to the most recently published issue of The
Wall Street Journal (Eastern Edition) published not more than two Business Days
prior to such date that contains such data or, if The Wall Street Journal
(Eastern Edition) is no longer published or no longer contains such data, to any
publicly available source of similar market data), and shall be the most recent
weekly average yield on actively traded U.S. Treasury securities adjusted to a
constant maturity equal to the Remaining Life of this Global Note and, if
applicable, converted to a bond equivalent yield basis as described below. The
"Remaining Life of this Global Note" shall equal the number of years from the
Redemption Date to the Stated Maturity of this Global Note; provided that if the
Remaining Life of this Global Note is not equal to the constant maturity of a
U.S. Treasury security for which a weekly average yield is specified in the
applicable source, then the Remaining Life of this Global Note shall be rounded
to the nearest one-twelfth of one year and the Treasury Yield shall be obtained
by linear interpolation (computed to the fifth decimal place (one thousandth of
a percentage point) and then rounded to the fourth decimal place (one hundredth
of a percentage point)), after rounding to the nearest one-twelfth of one year,
from the weekly average yields of (a) the actively traded U.S. Treasury security
with a maturity closest to and less than the Remaining Life of this Global Note
and (b) the actively traded U.S. Treasury security with a maturity closest to
and greater than the Remaining Life of this Global Note, except that if the
Remaining Life of this
-3-
<PAGE> 4
Global Note is less than three months, the weekly average yield on actively
traded U.S. Treasury securities adjusted to a constant maturity of three months
shall be used. The Treasury Yield shall, if expressed on a yield basis other
than that equivalent to a bond equivalent yield basis, be converted to a bond
equivalent yield basis and shall be computed to the fifth decimal place (one
thousandth of a percentage point) and then rounded to the fourth decimal place
(one hundredth of a percentage point).
If an Event of Default with respect to this Global Note shall occur and
be continuing, the entire principal amount of this Global Note may be declared
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than 66 2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also permits the amendment thereof without the consent of the Holders of any of
the Securities to, among other things, cure any ambiguity or omission or correct
or supplement any provision therein that may be inconsistent with any other
provision therein, or take certain other actions, provided that such actions
will not adversely affect the interests of the Holders of Securities of any
series in any material respect. The Indenture also contains provisions
permitting the Holders of not less than a majority in aggregate principal amount
of Securities of any series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive certain past defaults under the
Indenture and the consequences thereof. Any such consent or waiver by the Holder
of this Global Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Global Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Global Note.
No reference herein to the Indenture and no provision of this Global
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest, if any, on this Global Note at the time, place and rate, and in
the coin or currency herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Global Note is registrable on the Security
Register upon surrender of this Global Note for registration of transfer at the
office or agency maintained by the Company for that purpose in the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder hereof or his or her attorney duly
authorized in writing, and thereupon one or more new Global Notes of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees. As provided in the Indenture and subject
to certain limitations therein set forth, this Global Note is exchangeable for
the same aggregate principal of Global Notes of authorized denominations, as
requested by the Holder surrendering the same. No service charge shall be made
for any such registration of transfer or exchange, but the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Global Note is registered as the owner
hereof for all purposes, whether or not this Global Note may be overdue, and
neither the Company nor the Trustee nor any agent of the Company or the Trustee
shall be affected by any notice to the contrary.
In the event that (i) DTC, or any successor Depositary, notifies the
Company and the Trustee in writing that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time DTC, or any successor
Depositary, ceases to be a clearing corporation registered under the Exchange
Act, and a successor Depositary is not appointed by the Company within 90 days,
(ii) the Company in its sole discretion determines that the Notes shall no
longer be represented by this Global Note and executes and delivers to the
Trustee a Company Order that this Global Note shall be exchangeable or (iii)
there shall have occurred and be continuing an Event of Default or an event
which, with the giving of notice or the lapse of time, or both, would constitute
an Event of Default with respect to the Notes represented by this Global Note,
then the Company will issue Notes in definitive form in exchange for this Global
Note. Notes so issued in definitive form will be issued as registered Notes
without coupons in denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
AS PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE SHALL FOR ALL PURPOSES
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
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<PAGE> 5
All terms used in this Global Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture unless otherwise
defined herein.
This Global Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed by
the Trustee under the Indenture.
-5-
<PAGE> 6
WITNESS the seal of the Company and the signatures of its duly
authorized officers.
ALBERTSON'S, INC.
Dated: By: _________________________________
Senior Vice President, Finance
and Chief Financial Officer
[SEAL] By: _________________________________
Corporate Secretary
Trustee's Certification of Authentication
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
First Trust of New York, N.A.,
as Trustee
By: _________________________________
Authorized Officer
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<PAGE> 7
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
_______________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code
of assignee)
the within Global Note of ALBERTSON'S, INC. and all rights hereunder, hereby
irrevocably constituting and appointing________________________________________
attorney to transfer said Global Note on the books of the within-named Company,
with full power of substitution in the premises.
Dated: _________________________
SIGN HERE
___________________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE
WITHIN INSTRUMENT IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED
<PAGE> 8
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
_________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be issued
to the Holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid): ______________________________.
Dated: ______________________ ________________________________________
NOTICE: The signature on this Option to
Elect Payment must correspond with the
name as written upon the face of the
within instrument in every particular
without alteration or enlargement.
SIGNATURE GUARANTEED
<PAGE> 1
Exhibit 4.3
[FORM OF FLOATING RATE MEDIUM-TERM NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
<TABLE>
<CAPTION>
REGISTERED ALBERTSON'S, INC. REGISTERED
NO. $
<S> <C> <C>
MEDIUM-TERM NOTE, SERIES B
DUE 9 MONTHS OR MORE FROM DATE OF
ISSUE
(FLOATING RATE)
CUSIP
ORIGINAL ISSUE DATE: INTEREST RESET DATE(S): MINIMUM RATE:
INITIAL INTEREST RATE: STATED MATURITY: MAXIMUM RATE:
INTEREST RATE BASIS: INTEREST PAYMENT PERIOD: CALCULATION AGENT:
INDEX MATURITY: INTEREST RESET PERIOD: INITIAL REDEMPTION DATE:
SPREAD: INTEREST PAYMENT DATE(S): INITIAL REDEMPTION PRICE:
SPREAD MULTIPLIER: REGULAR RECORD DATE(S): PREMIUM REDUCTION AMOUNT:
OPTIONAL REPAYMENT DATE(S):
</TABLE>
ALBERTSON'S, INC. (the "Company", which term includes any successor
under the Indenture referred to hereinafter), a corporation duly organized and
existing under the laws of the State of Delaware, for value received, hereby
promises to pay to_______________, or registered assigns, the principal sum
of_______________ DOLLARS on the Stated Maturity, and to pay interest thereon,
if any, at a rate per annum equal to the Initial Interest Rate until the first
Interest Reset Date following the Original Issue Date, and thereafter at a rate
determined in accordance with the provisions below under the heading
"Determination of Commercial Paper Rate", "Determination of Prime Rate",
"Determination of LIBOR", "Determination of Treasury Rate", "Determination of CD
Rate,"
<PAGE> 2
"Determination of CMT Rate" or "Determination of Federal Funds Rate", depending
upon whether the Interest Rate Basis is the Commercial Paper Rate, Prime Rate,
LIBOR, Treasury Rate, CD Rate, CMT Rate or Federal Funds Rate, as designated on
the face hereof, until the principal hereof has been paid or made available for
payment. Except as provided in the Indenture, the Company will pay interest, if
any, monthly, quarterly, semiannually or annually as designated on the face
hereof under "Interest Payment Period", commencing with the first Interest
Payment Date following the Original Issue Date and ending at Maturity; provided,
however, that any payment of interest, if any, on this Global Note, to be made
on an Interest Payment Date which is not a Market Day (as hereinafter defined)
will be on the next succeeding Market Day (with interest accruing to but
excluding such next succeeding Market Day), except that if the Interest Rate
Basis is LIBOR, if such next succeeding Market Day falls in the next calendar
month, such payment will be made on the immediately preceding Market Day (with
interest accruing to but excluding such immediately preceding Market Day).
Interest on this Global Note, if any, will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Original Issue Date until
the principal hereof has been paid or made available for payment. The interest
so payable, and punctually paid or duly provided for on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Global Note (or one or more Predecessor Securities) is registered at the
close of business on the 15th day (whether or not a Business Day) next preceding
such Interest Payment Date (a "Regular Record Date"); provided, however, that
interest payable at Maturity will be payable to the Person to whom the principal
hereof shall be payable; and provided, further, that if this Global Note is
originally issued between a Regular Record Date and an Interest Payment Date,
then interest will be payable to the Person in whose name this Global Note (or
one or more Predecessor Securities) is registered on the next succeeding Regular
Record Date, and will be so paid on the next succeeding Interest Payment Date.
Any such interest which is payable, but is not punctually paid or duly provided
for on any Interest Payment Date, shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may be paid to the Person in
whose name this Global 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 the Holder of this Global Note not less than ten days prior to such
Special Record Date, or may be paid at any time in any other lawful manner, all
as more fully provided in the Indenture. So long as this Global Note is a Global
Security held by a Depositary or a nominee of such Depositary, then the
principal of, premium, if any, and interest, if any, on this Global Note on any
Interest Payment Date and at Maturity shall be paid in immediately available
funds to such Depositary or a nominee of such Depositary. If at any time this
Global Note is no longer a Global Security held by a Depositary or its nominee,
then the principal of, premium, if any, and interest, if any, on this Global
Note at Maturity shall be paid in immediately available funds to the Holder upon
surrender of this Global Note at the office or agency maintained by the Company
for that purpose in the Borough of Manhattan, The City of New York, or at such
other place or places as may be designated pursuant to the Indenture, provided
that this Global Note is surrendered at the office or agency described above in
time for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. If at any time this Global Note is no longer a Global
Security held by a Depository or its nominee, then the payment of interest, if
any, on this Global Note due on any Interest Payment Date other than at Maturity
shall be made by check mailed to the address of the Person entitled thereto as
it appears on the Security Register on the relevant Regular or Special Record
Date, as the case may be, or by wire transfer in immediately available funds to
such account as may have been appropriately designated to the Paying Agent by
such Person in writing not later than such relevant Regular or Special Record
Date, as the case may be. Each payment of principal of, premium, if any, and
interest, if any, on this Global Note shall be made in such coin or currency of
the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts.
This Global Note is one of the series of Debt Securities designated
under the Indenture as Medium-Term Notes, Series B (the "Notes").
This Global Note is one of a duly authorized issue of unsecured and
unsubordinated debentures, notes or other evidences of senior indebtedness of
the Company (herein referred to as the "Securities"), issued and to be issued in
one or more series under an Indenture, dated as of May 1, 1992 (herein referred
to as the "Indenture"), between the Company and First Trust of New York, N.A.,
as successor in interest to the corporate trust business of Morgan Guaranty
Trust Company of New York (herein referred to as 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 description of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. The Notes will be issuable in an aggregate principal amount of
$300,000,000, which amount may be increased if duly authorized by the Company.
The Notes may have different Original Issue Dates and Interest Payment Dates,
mature at different times and bear interest at different rates and, as provided
below, be subject to different redemption provisions and/or repayment
provisions, and may differ in such other respects as is provided herein or as
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<PAGE> 3
may be provided pursuant to the terms of the Indenture. The Notes will rank on a
parity with all other senior unsecured indebtedness of the Company from time to
time outstanding.
Commencing with the first Interest Reset Date specified on the face
hereof following the Original Issue Date, the rate at which interest, if any, is
payable on this Global Note shall be adjusted daily, weekly, monthly, quarterly,
semiannually or annually as shown on the face hereof under "Interest Reset
Period", provided, however, that the interest rate in effect for the period from
the Original Issue Date to the first Interest Reset Date shall be the Initial
Interest Rate. Each such adjusted rate shall be applicable on and after the
Interest Reset Date to which it relates, to but not including the next
succeeding Interest Reset Date or until the Stated Maturity, or the date of
redemption or repayment, 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, if any, on this Global Note shall be the rate determined in accordance
with the provisions of the applicable heading below, plus or minus the Spread or
multiplied by the Spread Multiplier, as indicated above or plus or minus the
Spread and multiplied by the Spread Multiplier, as indicated above.
The "Calculation Date" pertaining to any Interest Determination Date
will be the earlier of (i) the tenth calendar day after the Interest
Determination Date, or, if such day is not a Market Day, the next succeeding
Market Day or (ii) the Market Day immediately preceding the applicable Interest
Payment Date or the Stated Maturity, as the case may be.
"Market Day" means (a) with respect to any Note, any Business Day in
The City of New York, and (b) with respect to any LIBOR Note, any Business Day
in The City of New York which is also a London Business Day. "London Business
Day" means any day in which dealings in deposits in U.S. dollars are transacted
in the London Interbank market.
The interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding such Interest Reset Date or (ii) if
such day is not an Interest Reset Date, the interest rate determined as of the
Interest Determination Date immediately preceding the most recent Interest Reset
Date.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis
designated on the face hereof is the Commercial Paper Rate, then the "Commercial
Paper Rate" for each Interest Reset Date will be determined by the Calculation
Agent as of the second Market Day preceding such Interest Reset Date (a
"Commercial Paper Interest Determination Date"), and will be the Money Market
Yield (as hereinafter defined) of the per annum rate (quoted on a bank discount
basis) on such Commercial Paper Interest Determination Date for commercial paper
having the specified Index Maturity as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)") under the heading "Commercial Paper". In the event
that such rate is not published prior to 9:00 A.M., New York City time, on the
relevant Calculation Date, then the Commercial Paper Rate with respect to such
Interest Reset Date shall be the Money Market Yield of the rate on such
Commercial Paper Interest Determination Date for commercial paper having the
specified Index Maturity as published by the Federal Reserve Bank of New York in
its daily statistical release, "Composite 3:30 P.M. Quotations for U.S.
Government Securities" or any successor publication published by the Federal
Reserve Bank of New York ("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 with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered per annum rates (quoted on a bank discount
basis), as of 11:00 A.M., New York City time, on such Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent for commercial paper having the
specified Index Maturity placed for an industrial issuer whose bond rating is
"AA", or the equivalent, from a nationally recognized rating agency; provided,
however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the Commercial
Paper Rate with respect to such Interest Reset Date will be the Commercial Paper
Rate in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
360 x D
Money Market Yield = 100 x --------------------
360 - (D x M)
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<PAGE> 4
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which accrued interest is being calculated.
DETERMINATION OF PRIME RATE. If the Interest Rate Basis designated on
the face hereof is the Prime Rate, then the "Prime Rate" for each Interest Reset
Date will be determined by the Calculation Agent as of the second Market Day
preceding such Interest Reset Date (a "Prime Rate Interest Determination Date"),
and will be the rate set forth for the relevant Prime Rate Interest
Determination Date in H.15(519) under the heading "Bank Prime Loan". In the
event that such rate is not published prior to 9:00 A.M., New York City time, on
the relevant Calculation Date, then the Prime Rate with respect to such Interest
Reset Date will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on 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) ("Reuters Screen USPRIME1
Page") as such bank's prime rate or base lending rate as in effect for such
Prime Rate Interest Determination Date as quoted on the Reuters Screen USPRIME1
Page on such Prime Rate Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen USPRIME1 Page on such Prime Rate Interest
Determination Date, the Prime Rate with respect to such Interest Reset Date will
be the arithmetic mean of the prime rates or base lending rates (quoted on the
basis of the actual number of days in the year divided by a 360-day year) as of
the close of business on such Prime Rate Interest Determination Date by three
major banks in The City of New York selected by the Calculation Agent; provided,
however, that if fewer than three banks selected as aforesaid by the Calculation
Agent are quoting as mentioned in this sentence, the Prime Rate with respect to
such Interest Reset Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.
DETERMINATION OF LIBOR. If the Interest Rate Basis designated on the
face hereof is LIBOR, then "LIBOR" for each Interest Reset Date will be
determined by the Calculation Agent as of the second Market Day preceding such
Interest Reset Date (a "LIBOR Interest Determination Date") as follows:
(i) The Calculation Agent will determine either (a) the
arithmetic mean of the offered rates for deposits in U.S. dollars for
the period of the applicable Index Maturity which appear on the Reuters
Screen LIBO Page at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date if at least two such offered rates
appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the
rate for deposits in U.S. dollars for the period of the applicable
Index Maturity that appears on the Telerate Page 3750 as of 11:00 a.m.,
London time, on such LIBOR Interest Determination Date ("LIBOR
Telerate"). "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 the 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 (or 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 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 had been
specified. If fewer than two offered rates appear on the Reuters Screen
LIBO Page, or if no rate appears on the Telerate Page 3750, as
applicable, LIBOR in respect of that LIBOR Interest Determination Date
will be determined as if the parties had specified the rate described
in (ii) below.
(ii) If fewer than two offered rates appear on the Reuters
Screen LIBO Page or no rate appears on Telerate Page 3750, as
applicable, the Calculation Agent will request the principal London
offices of each of four major banks in the London interbank market, as
selected by the Calculation Agent, to provide the Calculation Agent
with its offered quotations for deposits in U.S. dollars for the period
of the applicable Index Maturity to prime banks in the London interbank
market at approximately 11:00 A.M., London time, 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 than U.S. $1 million that is representative of a single
transaction in such market at such time. If at least two such
quotations are provided, LIBOR will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR in respect
of that LIBOR Interest Determination Date will be the arithmetic mean
of rates quoted by three major banks in the City of New York selected
by the Calculation Agent at approximately 11:00 A.M., New York City
time, on such LIBOR Interest Determination Date for loans in U.S.
dollars to leading European banks, for the period of the applicable
Index Maturity and in a principal amount equal to an amount of not less
than U.S. $1 million 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 rates
as mentioned in these sentences, the rate of interest in effect for the
applicable period will be the rate of interest in effect on such LIBOR
Interest Determination Date.
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<PAGE> 5
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis designated
on the face hereof is the Treasury Rate, then the "Treasury Rate" for each
Treasury Rate Interest Determination Date (as hereinafter defined) will be the
rate for the auction on the relevant Treasury Rate Interest Determination Date
of direct obligations of the United States ("Treasury bills") having the
specified Index Maturity as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Auction Average (Investment)" or, if not so
published by 9:00 A.M., New York City time, on the relevant Calculation 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) for such
auction as otherwise announced by the United States Department of the Treasury.
In the event that the results of such auction of Treasury bills having the
specified Index Maturity are not published or reported as provided above by 3:00
P.M., New York City time, on such Calculation Date, or if no such auction is
held during such week, then the Treasury Rate shall be the rate set forth in
H.15(519) for the relevant Treasury Rate Interest Determination Date for the
specified Index Maturity under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market". In the event such rate is not so published by 3:00
P.M., New York City time, on the relevant Calculation Date, the Treasury Rate
with respect to such Interest Reset Date 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 Interest Determination
Date, of three primary United States government securities dealers in The City
of New York selected by the Calculation Agent for the issue of Treasury bills
with a remaining maturity closest to the specified Index Maturity; provided,
however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the Treasury Rate
with respect to such Interest Reset Date will be the Treasury Rate in effect on
such Treasury Rate Interest Determination Date.
The "Treasury Rate Interest Determination Date" shall be the day of the
week in which the related Interest Reset Date falls on which Treasury bills
would normally be auctioned. Treasury bills are usually sold at auction on the
Monday of each week, unless that day is a legal holiday, in which case the
auction is usually 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 Interest Determination Date pertaining to the Interest Reset Date occurring
in the next succeeding week. If an auction date shall fall on any Interest Reset
Date for a Treasury Rate Note, then such Interest Reset Date shall instead be
the first Market Day immediately following such auction date.
DETERMINATION OF CD RATE. If the Interest Rate Basis designated on the
face hereof is the CD Rate, then the "CD Rate" for each Interest Reset Date will
be determined by the Calculation Agent as of the second Market Day preceding
such Interest Reset Date (a "CD Rate Interest Determination Date"), and will be
the rate for the relevant CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in
H.15(519) under the heading "CDs (Secondary Market)". In the event that such
rate is not published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the CD Rate with respect to such Interest Reset Date
shall be the rate on such CD Rate Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in
Composite Quotations under the heading "Certificates of Deposit". If by 3:00
P.M., New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, the CD Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the secondary market offered rates, as of 10:00 A.M., New
York City time, on such CD Rate Interest Determination Date, of three leading
nonbank dealers of 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 market banks (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the specified
Index Maturity in a denomination of U.S. $5,000,000; provided, however, that if
fewer than three dealers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the CD Rate with respect to such Interest
Reset Date will be the CD Rate in effect on such CD Rate Interest Determination
Date.
DETERMINATION OF CMT RATE. If the Interest Rate Basis designated on the
face hereof is the CMT Rate, then the CMT Rate for each Interest Reset Date will
be determined by the Calculation Agent as of the second Market Day preceding
such Interest Reset Date (the "CMT Rate Interest Determination Date"), and will
be the rate displayed on the Designated CMT Telerate Page 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 for (i) if the Designated CMT Telerate Page is 7055, the rate on
such CMT Rate 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 Rate Interest Determination Date
occurs. If such rate is no longer displayed on the relevant page or is not
displayed by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate 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 is
not published by 3:00 P.M., New
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<PAGE> 6
York City time, on the related Calculation Date, then the CMT Rate on such CMT
Rate 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) for the CMT Rate Interest Determination Date
with respect to such Interest Reset Date as may then be published by either the
Board of Governors of the Federal Reserve System or the United States Department
of the Treasury that the Calculation Agent determines 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 provided by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate on the CMT Rate
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
such CMT Rate 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 (which may include the
Agent or its affiliates) 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 is unable to obtain
three such Treasury Note quotations, the CMT Rate on such CMT Rate 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 such CMT Rate
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 (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 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 the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers so selected by the Calculation Agent are quoting as
mentioned herein, the CMT Rate determined as of such CMT Rate Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two Treasury Notes with an original maturity as described
in the second preceding sentence have remaining terms to maturity equally close
to the Designated CMT Maturity Index, the Calculation Agent will obtain from
five Reference Dealers quotations for the Treasury Note with the shorter
remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified in the applicable Pricing Supplement (or
any other page as 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, 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 U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
FEDERAL FUNDS RATE NOTES. If the Interest Rate Basis designated on the
face hereof is the Federal Funds Rate, then the "Federal Funds Rate" for each
Interest Reset Date will be determined by the Calculation Agent as of the second
Market Day preceding such Interest Reset Date (a "Federal Funds Rate Interest
Determination Date"), and will be the rate on the relevant Federal Funds Rate
Interest 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 9:00 A.M., New York City time, on the relevant Calculation
Date, then the Federal Funds Rate with respect to such Interest Reset Date will
be the rate on such Federal Funds Rate Interest 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
published in either H.15(519) or Composite Quotations, the Federal Funds Rate
with respect to such Interest Reset Date shall be calculated by the Calculation
Agent and shall be the arithmetic mean of the rates, as of 9:00 A.M., New York
City time, on such Federal Funds Rate Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if fewer than three brokers selected as aforesaid
by the Calculation Agent are quoting as mentioned in this sentence, the Federal
Funds Rate with respect to such Interest Reset Date will be the Federal Funds
Rate in effect on such Federal Funds Rate Interest Determination Date.
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<PAGE> 7
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Rate, if any, or less than the Minimum Rate, if any,
designated on the face hereof. The Calculation Agent shall calculate the
interest rate hereon in accordance with the foregoing on or before each
Calculation Date or other date on which an interest rate is to be calculated.
The interest rate on this Global Note will in no event be higher than the
maximum rate permitted by New York law, as the same may be modified by United
States law of general application.
At the request of the Holder hereof, the Calculation Agent will provide
to such Holder the interest rate hereon then in effect and, if determined, the
interest rate which will become effective on the next Interest Reset Date. The
Calculation Agent's determination of any interest rate will be final and binding
in the absence of manifest error.
If the Stated Maturity, Redemption Date or Option Repayment Date is on
a day that is not a Market Day, the required payment of principal, premium, if
any, and interest will be made on the next succeeding Market Day as if made on
the date such payment was due, and no interest will accrue on such payment for
the period from and after the Stated Maturity, Redemption Date or Optional
Repayment Date, as the case may be, to the date of such payment on the next
succeeding Market Day.
Interest payments hereon will include interest accrued to but excluding
the Interest Payment Date. Accrued interest hereon from the Original Issue Date
or from the last date to which interest hereon has been paid, as the case may
be, shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day from the Original Issue Date,
or from the last date to which interest has been paid, as the case may be, to
but excluding the date for which accrued interest is being calculated. The
interest factor (expressed as a decimal, and rounded upwards, if necessary, to
the next higher one hundred-thousandth of a percentage point) for each such day
shall be computed by dividing the interest rate (expressed as a decimal, and
rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) applicable to such date by 360, if the Interest Rate Basis is
the Commercial Paper Rate, the Prime Rate, LIBOR, the CD Rate or the Federal
Funds Rate, as designated on the face hereof, or by the actual number of days in
the year, if the Interest Rate Basis is the Treasury Rate or the CMT Rate, as
designated on the face hereof.
Each of the defeasance and covenant defeasance provisions of Article
Thirteen of the Indenture shall apply to this Global Note.
Each of the covenant provisions of Sections 1008 and 1009 of the
Indenture shall apply to this Global Note.
This Global Note is not subject to payment from a sinking fund.
This Note may be subject to repayment at the option of the Holder prior
to the Stated Maturity specified above on the Holder's Optional Repayment
Date(s), if any, specified above. If no Optional Repayment Dates are specified
above, this Note may not be so repaid at the option of the Holder hereof prior
to the Stated Maturity. On any Optional Repayment Date, this Note shall be
repayable in whole or in part in an amount equal to $1,000 or such other
minimum denomination specified on the face hereof (provided that any remaining
principal amount shall be at least $1,000 or such other minimum denomination)
at the option of the Holder hereof at a repayment price equal to 100% of the
principal amount to be repaid (or, if this Note is an Original Issue Discount
Note, such lesser amount as is provided in such Note), together with interest
thereon payable to the date of repayment. For this Note to be repaid in whole
or in part at the option of the Holder hereof, this Note must be received, with
the form entitled "Option to Elect Repayment" set forth below duly completed,
by the Trustee at its Corporate Trust Office (or such other address of which
the Company shall from time to time notify the Holders) not more than 60 or
less than 30 days prior to applicable Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In the event of
payment of this Note in part only, a new Note for the unpaid portion hereof
shall be issued in the name of the Holder hereof upon the surrender hereof.
If so designated on the face of this Global Note, this Global Note may
be redeemed by the Company on any date on and after the Initial Redemption Date
indicated on the face hereof. If no Initial Redemption Date is set forth on the
face hereof, this Global Note may not be redeemed prior to its Stated Maturity.
On and after the Initial Redemption Date, if any, this Global Note may be
redeemed at the option of the Company in whole or in part in increments of
$1,000 (provided that any remaining principal amount of this Global Note shall
be at least $1,000) at the Redemption Price, together with accrued interest to
the Redemption Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. The Redemption Price shall be initially equal to
the Initial Redemption Price set forth on the face hereof on the Initial
Redemption Date (plus accrued interest to the Initial Redemption Date), and
shall decline (but not below par) on each anniversary of the Initial Redemption
Date by the Premium Reduction Amount set forth on the
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<PAGE> 8
face hereof until the Redemption Price is equal to 100% of such principal
amount, plus accrued interest to the date this Global Note is redeemed (the
"Redemption Date"). If less than all of this Global Note is to be redeemed, the
beneficial interests in this Global Note to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate. In the
event of redemption of this Global Note in part only, a new Global Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
surrender hereof.
If an Event of Default with respect to this Global Note shall occur and
be continuing, the entire principal amount of this Global Note may be declared
due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than 66 2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also permits the amendment thereof without the consent of the Holders of any of
the Securities to, among other things, cure any ambiguity or omission or correct
or supplement any provision therein that may be inconsistent with any other
provision therein, or take certain other actions, provided that such actions
will not adversely affect the interests of the Holders of Securities of any
series in any material respect. The Indenture also contains provisions
permitting the Holders of not less than a majority in aggregate principal amount
of Securities of any series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive certain past defaults under the
Indenture and the consequences thereof. Any such consent or waiver by the Holder
of this Global Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Global Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Global Note.
No reference herein to the Indenture and no provision of this Global
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest, if any, on this Global Note at the time, place and rate, and in
the coin or currency herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Global Note is registrable on the Security
Register upon surrender of this Global Note for registration of transfer at the
office or agency maintained by the Company for that purpose in the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder hereof or his or her attorney duly
authorized in writing, and thereupon one or more new Global Notes of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees. As provided in the Indenture and subject
to certain limitations therein set forth, this Global Note is exchangeable for
the same aggregate principal of Global Notes of authorized denominations, as
requested by the Holder surrendering the same. No service charge shall be made
for any such registration of transfer or exchange, but the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Global Note is registered as the owner
hereof for all purposes, whether or not this Global Note may be overdue, and
neither the Company nor the Trustee nor any agent of the Company or the Trustee
shall be affected by any notice to the contrary.
In the event that (i) DTC, or any successor Depositary, notifies the
Company and the Trustee in writing that it is unwilling or unable to continue as
Depositary for this Global Note or if at any time DTC, or any successor
Depositary, ceases to be a clearing corporation registered under the Exchange
Act, and a successor Depositary is not appointed by the Company within 90 days,
(ii) the Company in its sole discretion determines that the Notes shall no
longer be represented by this Global Note and executes and delivers to the
Trustee a Company Order that this Global Note shall be exchangeable or (iii)
there shall have occurred and be continuing an Event of Default or an event
which, with the giving of notice or the lapse of time, or both, would constitute
an Event of Default with respect to the Notes represented by this Global Note,
then the Company will issue Notes in definitive form in exchange for this Global
Note. Notes so issued in definitive form will be issued as registered Notes
without coupons in denominations of $1,000 and integral multiples of $1,000 in
excess thereof.
AS PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE SHALL FOR ALL PURPOSES
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
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<PAGE> 9
All terms used in this Global Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture unless otherwise
defined herein.
This Global Note shall not be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been signed by
the Trustee under the Indenture.
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<PAGE> 10
WITNESS the seal of the Company and the signatures of its duly
authorized officers.
ALBERTSON'S, INC.
Dated: By: _________________________________
Senior Vice President, Finance
and Chief Financial Officer
[SEAL] By: _________________________________
Corporate Secretary
Trustee's Certification of Authentication
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
First Trust of New York, N.A.,
as Trustee
By: _________________________________
Authorized Officer
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<PAGE> 11
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE:
_______________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including postal zip code
of assignee)
the within Global Note of ALBERTSON'S, INC. and all rights hereunder, hereby
irrevocably constituting and appointing________________________________________
attorney to transfer said Global Note on the books of the within-named Company,
with full power of substitution in the premises.
Dated: _________________________
SIGN HERE
___________________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE
WITHIN INSTRUMENT IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED
<PAGE> 12
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the Optional Repayment Date, to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
_________________; and specify the denomination or denominations (which shall
not be less than the minimum authorized denomination) of the Notes to be issued
to the Holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid): ______________________________.
Dated: ______________________ ________________________________________
NOTICE: The signature on this Option to
Elect Payment must correspond with the
name as written upon the face of the
within instrument in every particular
without alteration or enlargement.
SIGNATURE GUARANTEED
