SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 25, 1994
XEROX CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8133 06-1024525
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
100 First Stamford Place
P. O. Box 10347
Stamford, Connecticut 06904-2347
(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code: (203) 325-6600
This document consists of 27 pages.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit (4)(k) --Form of Debt Security (Medium-Term Note, Series D)
______________________________________________________________________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly authorized this report to be signed on its behalf by the
undersigned duly authorized.
XEROX CREDIT CORPORATION
Douglas H. Marshall
Assistant Secretary
Dated: May 25, 1994
Exhibit (4)(k)
[FORM OF FACT OF MEDIUM-TERM NOTE]
[LEGEND FOR NOTE HELD BY DTC]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY") TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED AS A WHOLE OR
IN PART FOR SECURITIES IN REGISTERED FORM, THIS CERTIFICATE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE
THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.
REGISTERED PRINCIPAL AMOUNT:
No. R-
CUSIP
XEROX CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES D
Due Nine Months or More From Date of Issue
If Applicable, the "Total Amount of OID", "Yield to Maturity" and "Initial
Accrual Period OID" (computed under the approximate method) below will be
completed solely for the purposes of applying the Federal income tax Original
Issue Discount ("OID") Rules.
GENERAL
Principal Amount:
Issue Price:
Proceeds to Company:
Original Issue Date:
Maturity Date:
Form: / / Book Entry / / Certificated
Authorized Denominations:
Integral Multiples in excess thereof:
Specified Currency (if other than U.S. dollars, see Attachment):
Option to Elect Payment in Specified Currency: / / Yes / / No
(Applicable only if Specified Currency is other than U.S. dollars)
INTEREST
/ / Floating Rate (see Base Rate specified below)
Base Rate(s):
/ / CD Rate / / CMT Rate
/ / Commercial Paper Rate / / Federal Funds Rate
/ / J.J. Kenny Rate / / LIBOR
/ / Treasury Rate / / Prime Rate
/ / 11th District Cost of Funds Rate / / Other (See Attachment)
Initial Interest Rate:
Interest Payment Date(s):
Interest Reset Period:
Interest Reset Date(s):
Spread (+/--):
Spread Multiplier:
Maximum Interest Rate:
Minimum Interest Rate:
Index Maturity:
Other provisions:
/ / Fixed Rate of:
(Applicable only if Notes are not Zero-Coupon Notes or Amortizing
Notes)
/ / Amortizing Notes:
Scheduled repayment amounts and dates in respect of the principal
and interest:
/ / Currency Indexed Notes:
Interest Rate:
Interest Payment Date(s):
Denominated Currency:
Indexed Currency or Currencies:
Face Amount:
Base Exchange Rate:
Principal Amount Determination Formula:
Other provisions:
/ / Other Indexed Notes:
Face Amount:
Interest Payment Date(s):
Principal Amount Determination Formula:
Designated Index or Indices:
Other provisions:
Optional Resets:
Option to reset interest rate: / / No / / Yes
(See Attachment)
(Applicable only if the Notes are Fixed Rate Notes)
Option to reset the Spread and/or Spread Multiplier:
(Applicable only if the Notes are Floating Rate Notes)
/ / No / / Yes (See Attachment)
REDEMPTION
/ / The Company cannot elect to redeem the Notes prior to the Maturity Date.
/ / The Company may elect to redeem the Notes prior to the Maturity Date.
(see below)
Initial Redemption Date:
Redemption Date(s):
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.
Other provisions:
EARLY REPAYMENT
/ / The Holder cannot elect to have the Notes repaid prior to the Maturity
Date.
/ / The Holder may elect to have the Notes repaid prior to the Maturity Date.
(see below)
Initial Repayment Date:
Repayment Date(s):
The Repayment Price shall initially be % of the principal
amount of the Note to be repaid and shall decline at each
anniversary of the Initial Repayment Date by % of the
principal amount to be repaid until the Repayment Price is 100% of
such principal amount.
Other provisions:
EXTENSION OF MATURITY
Extension of Maturity Date by the Company:
/ / The Maturity Date of the Notes cannot be extended by the Company.
/ / The Maturity Date of the Notes may be extended by the Company.
(see below)
Date(s) on which the Maturity Date may be extended by the Company:
Final Maturity Date:
Other provisions:
Extension of Maturity Date by the Holder:
/ / The Maturity Date of the Notes cannot be extended by the Holder.
/ / The Maturity Date of the Notes may be extended by the Holder.
(see below).
Date(s) on which the Maturity Date may be extended by the Holder:
Final Maturity Date:
Date(s) by which the Holder's Extension Notice must be received by
the Trustee:
Other provisions:
ORIGINAL ISSUE DISCOUNT
Discount Note: / / No / / Yes (see below)
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
PROVISIONS RELATING TO TYPES OF FUNDS FOR PAYMENT
/ / None / / Yes (see Attachment)
ATTACHMENT
SCHEDULE A
/ / THE FOREGOING TERMS OF THIS NOTE ARE SET FORTH IN THE COMPANY'S PRICING
SUPPLEMENT NO. DATED ,
TO PROSPECTUS DATED AND
PROSPECTUS SUPPLEMENT DATED
ATTACHED AS SCHEDULE A HERETO AND MADE A PART HEREOF.
XEROX CREDIT CORPORATION, a corporation duly organized and existing under the
laws of the state of Delaware (herein referred to as the "Company"), for value
received, hereby promises to pay
or registered assigns, the principal sum of _________________________________
at Maturity (as defined below) and to pay interest thereon as described on the
reverse hereof.
The principal of (and premium, if any) and interest on this Note are payable
by the Company in such coin or currency specified above as at the time of
payment shall be legal tender for the payment of public and private debts (the
"Specified Currency"). If the Specified Currency is other than U.S. dollars,
the Company will arrange to have all such payments converted into U.S. dollars
in the manner described in Section 6 on the reverse hereof. Notwithstanding
the foregoing, the Holder hereof (as defined in the Indenture referred to on
the reverse hereof) may, if so specified on the face hereof and subject to the
conditions set forth in Section 6 of the reverse hereof, elect to receive all
payments in respect hereof in the Specified Currency shown on the face hereof
in the manner described in Section 6 on the reverse hereof. Such election
will remain in effect unless and until changed by written notice to the Paying
Agent received on or prior to the applicable Regular Record Date or at least
fifteen calendar days prior to Maturity, as the case may be. "Maturity" means
the date on which the principal of this Note becomes due and payable in
accordance with its terms, whether on the Maturity Date shown on the face
hereof or by declaration of acceleration, call for redemption, put for
repayment, put for repayment, extension of Maturity Date or otherwise.
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 The First National Bank of Boston,
or its successor, as Trustee under the Indenture referred to on the reverse
hereof.
IN WITNESS WHEREOF, the Company has caused this Note to be executed under its
corporate seal.
DATED:
XEROX CREDIT CORPORATION
By:___________________________________
(Chairman, President or Vice President)
___________________________________
(Secretary or Assistant Secretary)
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series provided under the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF BOSTON,
as Trustee
By:______________________________
Authorized Signatory
[FORM OF REVERSE OF MEDIUM-TERM NOTE]
XEROX CREDIT CORPORATION
MEDIUM-TERM NOTE, SERIES D
Due Nine Months or More From Date of Issue
1. This is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Company (herein called the
"Securities") of a series hereinafter specified, as issued and to be issued
under an indenture dated as of May 1, 1994 between the Company and The First
National Bank of Boston, as trustee (herein called the "Trustee", which term
includes any successor Trustee under the Indenture) (as may be amended,
supplemented or modified from time to time, the "Indenture"), to which
Indenture reference is hereby made for a statement of the respective rights
and obligations thereunder of the Company, the Trustee and the Holders of the
Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered. All capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Indenture.
The Securities may be issued in one or more series, which different series may
be issued in various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be subject to
different redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to different covenants
and Events of Default and may otherwise vary as in the Indenture provided.
This Note is one of a series of Securities of the Company designated as its
Medium-Term Notes, Series D (herein called the "Notes"), limited in aggregate
principal amount of U.S. $1,000,000,000 or the equivalent thereof in one of
more foreign or composite currencies or currency units. The Company may,
however, increase the foregoing limit if it determines in the future that it
wishes to sell additional Notes of this Series. The U.S. dollar equivalent of
Notes denominated in currencies or currency units other than U.S. dollars will
be determined by an agent appointed by the Company (the "Exchange Rate
Agent"), which shall initially be The First National Bank of Boston, on the
basis of the Market Exchange Rate (as defined in Section 6 hereof) for such
currencies or currency units on the applicable trading dates. The Notes of
this series may be issued at various times with different maturity dates and
different principal repayment provisions, may bear interest (if any) at
different rates, may be payable in different currencies or currency units and
may otherwise vary, all as provided herein and in the Indenture.
2. A. Unless otherwise specified on the face hereof, a Regular Record Date
for a Floating Rate Note with respect to any Interest Payment Date specified
on the face hereof shall be the date, whether or not such date shall be a
Business Day (as defined in this Section 2.A. below), which is 15 calendar
days immediately preceding such Interest Payment Date. Interest which is
payable, and is punctually paid or duly provided for on each Interest Payment
Date specified above, will be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such Interest Payment Date, provided, however,
that interest payable at Maturity shall be paid to the Person to whom the
principal hereof is payable. Notwithstanding the foregoing, if this Note is
issued between a Regular Record Date and an Interest Payment Date or on an
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 calendar 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, as as more fully
described 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 or regulation to be
closed in The City of New York, and (b) if the Specified Currency shown on the
face hereof is other than U.S. dollars, (1) not a day on which banking
institutions are authorized or required by law or regulation to be closed in
the principal financial center of the country issuing the Specified Currency
(which, in the case of European Currency Units ("ECU"), shall be both London,
England and Luxembourg City, Luxembourg) and (2) a day on which banking
institutions in such financial centers are carrying out transactions in such
Specified Currency, and (c) if the Base Rate specified on the face hereof is
LIBOR, also a London Banking Day. "London Banking Day" means any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market. In connection with any calculations of the rate of interest in this
Note, all percentages will be, unless otherwise specified on the face hereof,
rounded, if necessary, to the nearest one one hundred-thousandth of a
percentage point (with five one-millionths of a percentage point being rounded
upwards), and all currency or currency unit amounts used in or resulting from
calculations on the Notes will be rounded to the nearest one one-hundredth of
a unit (with five one-thousandths of a unit being rounded upwards).
B. If this is a Fixed Rate Note, the Company promises to pay interest on the
principal amount shown on the face hereof at the rate per annum shown on the
face hereof from the Original Issue Date shown on the face hereof until such
principal amount is paid or made available for payment. Unless otherwise
provided on the face hereof, the Company will pay interest on a Fixed Rate
Note (other than an Amortizing Note (as defined in this Section 2.B. below) or
a Note which, in lieu of any interest payment thereon, will be issued at a
price less than 100% of the principal amount thereof (each such Note, a "Zero-
Coupon Note")) at Maturity and semi-annually in arrears on each April 15 and
October 15 (each an "Interest Payment Date"), commencing with the Interest
Payment Date specified on the face hereof, and the "Regular Record Dates" with
respect to such Fixed Rate Note will be March 31 and September 30 (whether or
not a Business Day). Unless otherwise provided on the face hereof, if this is
a Fixed Rate Note the payment of both principal of and interest on which is
amortized at a level amount over the life of such Note (each such Note, an
"Amortizing Note"), the Company will pay principal of and interest on such
Note at Maturity and either semi-annually each April 15 and October 15 or
quarterly each January 15, April 15, July 15 and October 15, and the "Regular
Record Dates" will be March 31 and September 30 (whether or not a Business
Day), in the case that the principal of and interest on such Amortizing Note
are payable semi-annually, and December 31, March 31, June 30 and September 30
(whether or not a Business Day), in the case that the principal of and
interest on such Amortizing Note are payable quarterly. Payments with respect
to Amortizing Notes will be applied first to interest due and payable thereon
and then to the reduction of the unpaid principal amount thereof.
Each payment of interest on a Fixed Rate Note shall include interest accrued
to but excluding the Interest Payment Date or Maturity, as the case may be.
Any payment of principal of (and premium, if any) or interest required to be
made on a Fixed Rate Note (including an Amortizing Note), whether at Maturity
or otherwise, on a day that is not a Business Day need not be made on such
day, but may be made on the next succeeding Business Day with the same force
and effect as if made on such day, and no additional interest shall accrue as
a result of such delayed payment. Interest will accrue from and including the
most recent Interest Payment Date or, if no interest has been paid or duly
provided for, from and including the Original Issue Date shown on the face
hereof, to, but excluding, the Interest Payment Date. Unless otherwise
specified on the face hereof, the amount of such interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.
C. If this is a Floating Rate Note, the Company promises to pay interest on
the principal amount, until the principal hereof is paid or duly made
available for payment, at the rate per annum (a) equal to the Initial Interest
Rate shown on the face hereof until the first Interest Reset Date shown on the
face hereof following the Original Issue Date specified on the face hereof and
(b) thereafter, at a rate or rates (the "Base Rate") determined in accordance
with the provisions below under the heading "Determination of CD Rate",
"Determination of CMT Rate", "Determination of Commercial Paper Rate",
"Determination of Federal Funds Rate", "Determination of J.J. Kenny Rate",
"Determination of LIBOR", "Determination of Treasury Rate", "Determination of
Prime Rate", "Determination of 11th District Cost of Funds Rate" or
"Determination of Other Base Rates" (depending upon whether the Base Rate
specified on the face hereof is CD Rate, CMT Rate, Commercial Paper Rate,
Federal Funds Rate, J.J. Kenny Rate, LIBOR, Treasury Rate, Prime Rate, 11th
District Cost of Funds Rate or some other Base Rate or formula, respectively),
in each case adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, and/or by the multiplication by the Spread
Multiplier, if any, specified on the face hereof. Interest will be calculated
on a daily, weekly, monthly, quarterly, semiannual or annual basis as
specified on the face hereof under "Interest Reset Period". Interest will be
payable commencing with the first Interest Payment Date specified on the face
hereof next succeeding the Original Issue Date, and at Maturity. Unless
otherwise provided on the face hereof, the dates on which interest will be
payable (each an "Interest Payment Date") will be: (i) in the case of Floating
Rate Notes with a daily, weekly or monthly Interest Reset Period, the third
Wednesday of each month or the third Wednesday of March, June, September and
December of each year, as specified on the face hereof; (ii) in the case of
Floating Rate Notes with a quarterly Interest Reset Period, the third
Wednesday of March, June, September and December of each year; (iii) in the
case of Floating Rate Notes with a semi-annual Interest Reset Period, the
third Wednesday of the two months specified on the face hereof; and (iv) in
the case of Floating Rate Notes with an annual Interest Reset Period, the
third Wednesday of the month specified on the face hereof; provided, however,
in each case, unless otherwise specified on the face hereof, that if an
Interest Payment Date would 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 calendar month, such Interest Payment Date shall
be the immediately preceding Business Day. Any payment of principal (and
premium, if any) and interest required to be made on a Floating Rate Note at
Maturity on a day that is not a Business Day shall be made on the next
succeeding Business Day with respect to such Floating Rate Note (with the same
force and effect as if made at Maturity, and no additional interest shall
accrue as a result of any such delayed payment).
Unless otherwise specified on the face hereof, the interest payable on a
Floating Rate Note on each Interest Payment Date or at Maturity will include
accrued interest from and including the Original Issue Date or from and
including the last Interest Payment Date to which interest has been paid to,
but excluding, such Interest Payment Date or date of Maturity, as the case may
be (each such period, an "Interest Period"); provided, however, that if the
Interest Reset Period is daily or weekly, the interest payable on each
Interest Payment Date, other than at Maturity, will, unless otherwise
specified on the face hereof, include accrued interest from and including the
Original Issue Date or from and excluding the last date in respect of which
interest has been paid, as the case may be, to, and including, the Regular
Record Date immediately preceding such Interest Payment Date, and the interest
payable at Maturity will include accrued interest from and including the
Original Issue Date or from and excluding the last date in respect of which
interest has been paid, as the case may be, to, but excluding, the date of
Maturity. Such accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. The accrued interest
factor shall be computed by adding the interest factors calculated for each
day in the Interest Period or from the last date from which accrued interest
is being calculated. Unless otherwise specified on the face hereof, the
interest factor for each such day is computed by dividing the interest rate
applicable to such day by 360, if the Base Rate specified on the face hereof
is CD Rate, Commercial Paper Rate, Federal Funds Rate, J.J. Kenny Rate, LIBOR,
Prime Rate or 11th District Cost of Funds Rate, or by the actual number of
days in the year, if the Base Rate specified on the face hereof is Treasury
Rate or CMT Rate. Unless otherwise specified on the face hereof, the interest
rate in effect on each day will be (a) if such day is an Interest Reset Date,
the interest rate with respect to the Interest Determination Date determined
as of such Interest Reset Date or (b) if such day is not an Interest Reset
Date, the interest rate with respect to the Interest Determination Date
determined as of the next preceding Interest Reset Date (or, if none, the
Initial Interest Rate); provided, however, that (i) the interest rate in
effect from the Original Issue Date to the first Interest Reset Date will be
the Initial Interest Rate and (ii) the interest rate in effect for the ten
calendar days immediately prior to Maturity will be that in effect on the
tenth calendar day preceding Maturity.
Notwithstanding the foregoing, if this is a Floating Rate Note, the interest
rate hereon shall not accrue during any Interest Period at a rate which is
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, shown on the face hereof. In addition, the interest
rate hereon shall in no event be higher than the maximum rate, if any,
permitted by applicable law, including, without limitation, the law of the
State of New York and United States law of general application. The Maximum
Interest Rate, if any, and Minimum Interest Rate, if any, specified on the
face hereof are, in each case, expressed as a rate per annum on a simple
interest basis.
If this is a Floating Rate Note, the interest rate on this Note will be reset
daily, weekly, monthly, quarterly, semi-annually or annually (such period
being the "Interest Reset Period") as specified on the face hereof. Unless
otherwise specified on the face hereof, the "Interest Reset Dates" will be:
(i) if the Interest Reset Period is daily, each Business Day; (ii) if the
Interest Reset Period is weekly, Wednesday of each week, except that if the
Base Rate specified on the face hereof is the Treasury Rate, Tuesday of each
week; (iii) if the Interest Reset Period is monthly, the third Wednesday of
each month; (iv) if the Interest Reset Period is quarterly, the third
Wednesday of March, June, September and December of each year; (v) if the
Interest Reset Period is semi-annually, the third Wednesday of the two months
specified on the face hereof; and (vi) if the Interest Reset Period is
annually, the third Wednesday of the month of each year specified on
the face hereof; provided, however, in each case that 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 day that is a Business Day, except that
(a) if the Base Rate specified on the face hereof is LIBOR and such next
Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day or (b) if the Base Rate
specified on the face hereof is Treasury Rate and the Interest Reset Date
falls on a date which is an auction date for Treasury bills (as defined under
"Determination of Treasury Rate" below), the Interest Reset Date shall be the
following day that is a Business Day.
The interest rate applicable to each Interest Reset Period commencing on the
Interest Reset Date with respect to such Interest Reset Period will be the
rate determined as of the applicable Interest Determination Date on or prior
to the Calculation Date (as defined below). Unless otherwise specified on the
face hereof, the Interest Determination Date pertaining to an Interest Reset
Date will be (i) if the Base Rate specified on the face hereof is CD Rate,
CMT Rate, Commercial Paper Rate, Federal Funds Rate, J.J. Kenny Rate or Prime
Rate, the second Business Day next preceding such Interest Reset Date, (ii) if
the Base Rate specified on the face hereof is LIBOR, the second London Banking
Day next preceding such Interest Reset Date, (iii) if the Base Rate specified
on the face hereof is 11th District Cost of Funds Rate, the last working day
of the month next preceding the applicable Interest Reset Date on which the
FHLB of San Francisco (as defined below) publishes the 11th District Cost of
Funds Index (as defined below) and (iv) if the Base Rate specified on the face
hereof is Treasury Rate, the day of the week in which such Interest Reset Date
falls on which Treasury bills (as defined under "Determination of Treasury
Rate" below) of the Index Maturity specified on the face hereof are auctioned.
Treasury bills are normally sold at auction on Monday of each week, unless
that day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that such auction may be held on the preceding
Friday. If, as a result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week.
If an auction date shall fall on any day that would otherwise be an Interest
Reset Date for a Floating Rate Note whose Base Rate is the Treasury Rate, then
such Interest Reset Date shall instead be the first Business Day immediately
following such auction date.
The Company will calculate, or will from time to time appoint and enter into
an agreement with an agent to calculate (the Company or such agent being the
"Calculation Agent"), the interest rates on Floating Rate Notes (including
this Note if this is a Floating Rate Note). Initially, The First National
Bank of Boston shall be the Calculation Agent. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing and will
confirm in writing such calculation to the Trustee and any Paying Agent
promptly after each such determination. Neither the Trustee nor any Paying
Agent shall be responsible for any such calculation. 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 an
Interest Determination Date shall be the earlier of (i) the tenth calendar day
after such Interest Determination Date, or if such day is not a Business Day,
the next succeeding Business Day, or (ii) the Business Day preceding the
applicable Interest Payment Date or 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 hereon, if this is a Floating
Rate Note, shall be the rate determined in accordance with the provisions of
the applicable heading below, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, and/or by the multiplication by
the Spread Multiplier, if any, specified on the face hereof.
Determination of CD Rate
If the Base Rate specified on the face hereof is CD Rate, the interest rate
for any Interest Determination Date shall equal (a) the rate on such Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity specified on the face hereof (1) 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 "CDs
(Secondary Market)" or (2) if such rate is not so published by 9:00 a.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, then as published by the Federal Reserve Bank of New York
in its daily statistical release, "Composite 3:30 p.m. Quotations for U.S.
Government Securities", or any successor publication of the Federal Reserve
Bank of New York ("Composite Quotations") under the heading "Certificates of
Deposit" or (b) if such rate is not published in Composite Quotations by 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the arithmetic mean as calculated by the Calculation Agent
of the secondary market offered rates as of 10:00 a.m., New York City time, on
such Interest Determination Date, of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable certificates of deposit of
major United States money center banks of the highest credit standing (in the
market for negotiable certificates of deposit) with a remaining maturity
closest to the Index Maturity specified on the face hereof in a denomination
of U.S. $5,000,000; provided, however, that if such dealers selected as
aforesaid by the Calculation Agent are not quoting such rate as mentioned in
this sentence, the interest rate for such Interest Determination Date shall
equal the interest rate then in effect hereon on such Interest Determination
Date.
CD Rate Notes, like other Notes, are not deposit obligations of a bank and are
not insured by the Federal Deposit Insurance Corporation.
Determination of CMT Rate
If the Base Rate specified on the face hereof is CMT Rate, the interest rate
for any Interest Determination Date shall equal 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 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 Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 pm., New York City
time, on the related Calculation Date, then the CMT Rate for such 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 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 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 for the 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 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 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 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
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 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 selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such Interest
Determination Date. 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 CMT
Rate 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 (or any
other pages as may replace such page on that service for the purposes 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 two years.
Determination of Commercial Paper Rate
If the Base Rate specified on the face hereof is Commercial Paper Rate, the
interest rate for any Interest Determination Date shall equal (a) the Money
Market Yield (as defined below) on such Interest Determination Date of the
rate for commercial paper having the Index Maturity specified on the face
hereof (1) as published in H.15(519) under the heading "Commercial Paper", or
(2) if such rate is not published by 9:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then as
published in Composite Quotations under the heading "Commercial Paper", or (b)
if such rate is not published in Composite Quotations by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the Money Market Yield of the arithmetic mean as calculated by the
Calculation Agent of the offered rates as of 11:00 a.m., New York City time,
on such Interest Determination Date, of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent for commercial
paper placed for industrial issuers whose bond rating is "AA", or the
equivalent, from a nationally recognized rating agency, having the Index
Maturity specified on the face hereof; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting offered rates
as mentioned in this sentence, the rate of interest for such Interest
Determination Date shall equal the interest rate then in effect on such
Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula:
Money Market Yield = D X 360 X 100
360 - (D X M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the period for which interest is being calculated.
Determination of Federal Funds Rate
If the Base Rate specified on the face hereof is Federal Funds Rate, the
interest rate for any Interest Determination date shall equal (a) the rate on
the Interest Determination Date specified on the face hereof for Federal Funds
(1) as published in H.15(519) under the heading "Federal Funds (Effective)" or
(2) if not so published by 9:00 a.m., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, then as published in
Composite Quotations under the heading "Federal Funds/Effective Rate" or (b)
if such rate is not published in Composite Quotations by 3:00 p.m., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date, the arithmetic mean as calculated by the Calculation Agent of the rates
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 as of 9:00 a.m., New York City time, on such Interest
Determination Date; provided, however, that if the brokers selected as
aforesaid by the Calculation Agent are not quoting such rates as mentioned in
this sentence, the interest rate for such Interest Determination Date shall
equal the interest rate then in effect on such Interest Determination Date.
Determination of J.J. Kenny Rate
If the Base Rate specified on the face hereof is J.J. Kenny Rate, the interest
rate for any Interest Determination Date shall equal the rate in the high
grade weekly index (the "Weekly Index") on such date made available by Kenny
information Systems ("Kenny") to the Calculation Agent. The Weekly Index is,
and shall be, based upon 30-day yield evaluations at par of bonds, the
interest of which is exempt from Federal income taxation under the Internal
Revenue Code of 1986, as amended (the "Code"), of not less than five high
grade component issuers selected by Kenny which shall include, without
limitation, issuers of general obligation bonds. The specific issuers
included among the component issuers may be changed from time to time by Kenny
in its discretion. The bonds on which the Weekly Index is based shall not
include any bonds on which the interest is subject to a minimum tax or similar
tax under the Code, unless all tax-exempt bonds are subject to such tax. In
the event Kenny fails to make available such Weekly Index prior to the
relevant Calculation Date, a successor indexing agent will be selected by the
Calculation Agent, such index to reflect the prevailing rate for bonds rated
in the highest short-term rating category by Moody's Investors Service, Inc.
and Standard & Poor's Corporation in respect of issuers most closely
resembling the high grade component issuers selected by Kenny for its Weekly
index, the interest on which is (A) variable on a weekly basis, (B) exempt
from Federal income taxation under the Code and (C) not subject to a minimum
tax or similar tax under the Code, unless all tax-exempt bonds are subject to
such tax. If such successor indexing agent is not available, the rate for any
Interest Determination Date shall be 67% of the rate determined if the
Treasury Rate had been originally selected as the interest rate for the J.J.
Kenny Notes. The Calculation Agent shall calculate the J.J.Kenny Rate in
accordance with the foregoing. At the request of a Holder of a Floating Rate
Note bearing interest at the J.J. Kenny Rate, the Calculation Agent will
provide such holder with the interest rate that will become effective as of
the next Interest Reset Date.
Determination of LIBOR
If (i) the Base Rate specified on the face hereof is LIBOR-Reuters and this
Note is indexed to the offered rate of U.S. dollar deposits, the interest rate
for any Interest Determination Date shall equal the arithmetic mean as
calculated by the Calculation Agent of offered rates for deposits in U.S.
dollars having the Index Maturity specified on the face hereof, commencing on
the second London Banking Day immediately following such Interest
Determination Date, which appear on the "Reuters Screen LIBO Page" (as defined
in this Section 2.C. below) at approximately 11:00 a.m., London time, on such
Interest Determination Date; or (ii) the Base Rate specified on the face
hereof is LIBOR-Telerate and this Note is indexed to the offered rate of U.S.
dollar deposits, or if no method of calculation of LIBOR is specified, the
interest rate for any Interest Determination Date shall equal the rate offered
for deposits in U.S. dollars having the Index Maturity specified on the face
hereof which appears on the "Telerate Page" (as defined in this Section 2. C.
below) as of 11:00 a.m. London time on the Interest Determination Date;
provided, however, that if fewer than two such offered rates so appear, then
the Calculation Agent will request the principal London office 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 quotation 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 Interest Determination Date to prime banks in the London interbank market
at approximately 11:00 a.m., London time, on such Interest Determination
Date and in a principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative of a single transaction in such market at
such time. If at least two such quotations are provided, such interest rate
for such Interest Determination Date shall equal the arithmetic mean as
calculated by the Calculation Agent of such quotations, or if fewer than two
such quotations are provided, LIBOR in respect of such Interest Determination
Date will be the arithmetic mean as calculated by the Calculation Agent of
rates quoted by three major banks in The City of New York selected by the
Calculation Agent (after consultation with the Company) at approximately 11:00
a.m., New York City time, on such Interest Determination Date for loans in
U.S. dollars to leading European banks, for the period of the Index Maturity
specified on the face hereof, commencing on the second London Banking Day
immediately following such Interest Determination Date and in a principal
amount equal to an amount of not less than U.S. $1,000,000 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 such rates as mentioned in this sentence, the
interest rate for such Interest Determination Date shall equal the interest
rate then in effect on such Interest Determination Date. "Reuters Screen LIBO
Page" means the display designated as page "LIBO" on the Reuters Monitor Money
Rates Service (or such other page as may replace the LIBO page on that service
for the purpose of displaying London interbank offered rates of major banks).
"Telerate Page" means the display designated as page "3750" on the Dow Jones
Telerate Service (or such other page as may replace Telerate page 3750 on that
service for the purpose of displaying London interbank rates of major banks).
If the Base Rate specified on the face hereof is LIBOR and this Note is
indexed to the offered rates for deposits in a Specified Currency other than
U.S. dollars, the method of calculating the interest rate for any Interest
Determination Date will be as specified on the face hereof.
Determination of Treasury Rate
If the Base Rate specified on the face hereof is Treasury Rate, the interest
rate for any Interest Determination Date shall equal the rate for the auction
held on such Interest Determination Date of direct obligations of the United
States ("Treasury bills") having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "U.S. Government
Securities--Treasury bills--auction average (investment)" or, if not so
published by 9:00 a.m., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the auction average rate (expressed as a
bond equivalent, rounded to the nearest one one-hundredth of a percent, with
five one-thousandths of a percent rounded upward, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) 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 announced 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 Interest Determination Date, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, rounded to the nearest one one-hundredth of a
percent, with five one-thousandths of a percent rounded upward, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) of
the arithmetic mean of the secondary market bid rates, as of approximately
3:30 p.m., New York City time, on such Interest Determination Date, of three
leading primary United States government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the Index Maturity 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, the interest rate for such
Interest Determination Date shall equal the interest rate then in effect on
such Interest Determination Date.
Determination of Prime Rate
If the Base Rate specified on the face hereof is Prime Rate, the interest rate
for any Interest Determination Date shall equal the rate on such Interest
Determination Date as published in H. 15(519) under the heading "Bank Prime
Loan", or if such rate is not published by 9:00 a.m., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, then the
arithmetic mean as calculated by the Calculation Agent of the rates publicly
announced by each bank named on the "Reuters Screen NYMF Page" (as defined
below) as such bank's prime rate or base lending rate as in effect for such
Interest Determination Date. If fewer than four such rates but more than one
such rate appear on the Reuters Screen NYMF Page for such Interest
Determination Date, the Prime Rate will be determined by the Calculation Agent
and will be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by 360 as of the close of business
on such Interest Determination Date by four major money center banks in The
City of New York selected by the Calculation Agent from a list approved by the
Company. If fewer than two such rates appear on the Reuters Screen NYMF Page
for such Interest Determination Date, the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the prime rates furnished
in The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, in each case having total equity capital of at least
U.S.$500,000,000 and being subject to supervision or examination by Federal or
state authority, selected by the Calculation Agent from a list approved by the
Company to provide such rate or rates; provided, that if the banks or trust
companies selected as aforesaid by the Calculation Agent from a list approved
by the Company are not quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the rate of interest in
effect on such Interest Determination Date. "Reuters Screen NYMF Page" means
the display designated as page "NYMF" on the Reuters Monitor Money Rates
Service (such term to include such other page as may replace the NYMF page on
that Service for the purpose of displaying prime rates or base lending rates
of major United States banks).
Determination of 11th District Cost of Funds Rate
If the Base Rate specified on the face hereof is 11th District Cost of Funds
Rate, the interest rate for any Interest Determination Date shall equal the
rate equal to the monthly weighted average cost of funds for the calendar
month immediately preceding the month in which such Interest Determination
Date falls, as set forth under the caption "11th District" on Telerate Page
7058 as of 11:00 a.m., San Francisco time, on such Interest Determination
Date. If such rate does not appear on Telerate Page 7058 on any related
Interest Determination Date, the 11th District Cost of Funds Rate for such
Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the 11th Federal Home Loan Bank District
that was most recently announced (the "11th District Cost of Funds Index") by
the Federal Home Loan Bank of San Francisco (the " FHLB of San Francisco") as
such cost of funds for the calendar month immediately preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate
for the calendar month immediately preceding such Interest Determination Date,
then the 11th District Cost of Funds Rate determined as of such Interest
Determination Date will be the 11th District Cost of Funds Rate in effect on
such Interest Determination Date.
Determination of Other Base Rates
If the Base Rate specified on the face hereof is none of the foregoing, the
method of calculating such Base Rate for any Interest Determination Date will
be as provided on the face hereof.
D. If this is a Currency Indexed Note, the principal amount payable at
Maturity will be determined by reference to the Denominated Currency and the
Indexed Currency shown on the face hereof, or as determined in such other
manner as may be specified on the face hereof. Unless otherwise specified on
the face hereof, the Holder of a Currency Indexed Note will be entitled to
receive a principal amount in respect of such Note (i) exceeding the Face
Amount shown on the face hereof if, at Maturity, the rate at which the
Denominated Currency can be exchanged for the Indexed Currency is greater than
the rate of such exchange designated as the Base Exchange Rate, expressed in
units of the Indexed Currency per one unit of the Denominated Currency, shown
on the face hereof (the "Base Exchange Rate"), or (ii) less than such Face
Amount if, at Maturity, the rate at which such Denominated Currency can be
exchanged for such Indexed Currency is less than such Base Exchange Rate.
Unless otherwise specified on the face hereof, the Company will pay principal
of a Currency Indexed Note in the Denominated Currency at Maturity in an
amount equal to the Face Amount, plus or minus an amount of the Denominated
Currency determined by the Exchange Rate Agent by reference to the difference
between the Base Exchange Rate and the rate at which the Denominated Currency
can be exchanged for the Indexed Currency as determined on the second Exchange
Rate Day (as defined in this Section 2.D. below) (such second Exchange Rate
Day is hereafter referred to as the "Exchange Rate Date") prior to Maturity by
the Exchange Rate Agent based on the indicative quotation, selected by such
Exchange Rate Agent at approximately 11:00 a.m. New York City time on such
Exchange Rate Date, for the Indexed Currency (spot bid quotation for the
Denominated Currency) which will yield the largest number of units of the
Indexed Currency per one unit of the Denominated Currency, for an amount of
Indexed Currency equal to the Face Amount multiplied by the Base Exchange Rate
with the Denominated Currency for settlement at Maturity (such rate of
exchange, as so determined and expressed in units of the Indexed Currency per
one unit of the Denominated Currency, is hereafter referred to as the "Spot
Rate"). Unless otherwise provided on the face hereof, such selection shall be
made from among the quotations appearing on the display "page" within the
Reuters or Telerate Monitor Foreign Exchange Service, as may be agreed to by
the Company and such Exchange Rate Agent (or, if such display "page" is not
available or such Indexed Currency or Denominated Currency is a composite
currency for which separate current composite currency quotations are not
available, such other comparable display or other comparable manner of
obtaining quotations as may be agreed to by the Company and such Exchange Rate
Agent), used to determine the Spot Rate. The principal amount hereof
determined by the Exchange Rate Agent to be payable at Maturity will be
payable to the Holder hereof in the manner set forth herein. In the absence
of manifest error, the determination by the Exchange Rate Agent of the Spot
Rate and the principal amount of Currency Indexed Notes payable at Maturity
thereof shall be final and binding on the Company and the Holders of such
Currency Indexed Notes. The formula to be used by the Exchange Rate Agent to
determine the principal amount of this Currency Indexed Note payable at
Maturity is specified on the face hereof. As used herein, "Exchange Rate Day"
means any day (a) which is a Business Day in The City of New York and (b) (i)
if the Denominated Currency or Indexed Currency is any currency or composite
currency other than the U.S. dollar or the ECU, a Business Day in the
principal financial center of the country of such Denominated Currency or
Indexed Currency or (ii) if the Denominated Currency or Indexed Currency is
the ECU, a Business Day with respect to the ECU.
Unless otherwise specified on the face hereof, if this is a Currency Indexed
Note, the Company promises to pay interest in the Denominated Currency based
on the Face Amount shown on the face hereof and at the rate and times
specified on the face hereof.
E. If this is an Indexed Note other than a Currency Indexed Note, the
principal amount (and premium, if any) hereof payable at Maturity or the
interest hereon, or both, may be determined by reference to the price of one
or more specified securities or commodities, to one or more securities or
commodities exchange indices or other indices or by other similar methods or
formulae, all as set forth on the face hereof. The method by which the amount
of interest payable and the amount of principal payable at Maturity will be
determined is set forth under the heading "Reference Indices or Formulae" on
the face hereof. Unless otherwise specified on the face hereof, (a) for the
purpose of determining whether Holders of the requisite principal amount of
Outstanding Securities under the Indenture have made a demand or given a
notice or waiver or taken any other action, the outstanding principal amount
hereof will be deemed to be the face amount hereof, and (b) in the event of an
acceleration of Maturity of such Note, the principal amount payable to the
Holder hereof upon acceleration will be the principal amount determined by
reference to the formula by which the principal amount hereof would be
determined on the Maturity Date, as if the date of acceleration were the
Maturity Date.
3. The Authorized Denominations of Notes denominated in U. S. dollars or, if
applicable, the Authorized Denominations of Registered Notes denominated in a
Specified Currency other than U.S. dollars, and the Integral Multiples thereof
in excess of such Authorized Denominations, are as set forth on the face
hereof.
4. Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note in fully registered form without coupons. Book-Entry Notes
will not be exchangeable for Certificated Notes and will not otherwise be
issuable as Certificated Notes.
5. Unless otherwise provided on the face hereof, payments of interest on this
Note and, if this is an Amortizing Note, principal of this Note, in U.S.
dollars (in each case, other than interest on this Note or, if this is an
Amortizing Note, principal of this Note, payable at Maturity) will be made by
check (from an account at a bank outside the United States if such interest or
principal is payable in a currency other than U.S. dollars) mailed to the
address of the Person entitled thereto as such address shall appear on the
Security Register on the applicable Regular Record Date (which, in the case of
Global Securities representing Book-Entry Notes, will be a nominee of the
Depositary or such other depositary as may be specified on the face hereof);
provided, however, that if this Note is issued between a Regular Record Date
and the initial Interest Payment Date relating to such Regular Record Date,
interest for the period beginning on the Original Issue Date shown on the face
hereof and ending on such initial Interest Payment Date shall be paid on the
next succeeding Interest Payment Date to the Registered Holder on the related
Regular Record Date; and provided, further, that, if the Holder hereof is the
Holder of U.S. $10,000,000 or more (or the equivalent thereof in a Specified
Currency other than U.S. dollars) in aggregate principal amount of Notes of
like tenor and terms, such payments will be made by wire transfer of
immediately available funds, but only if appropriate wire instructions have
been received in writing by the Paying Agent on or prior to the applicable
Regular Record Date. Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency (if other than
U.S. dollars), such Holder shall provide appropriate wire transfer
instructions to the Paying Agent, and all such payments will be made by wire
transfer of immediately available funds to an account maintained by the payee
with a bank located outside the United States. Unless otherwise provided on
the face hereof, the principal hereof and any premium and interest hereon
payable at Maturity will be paid to the Holder in immediately available funds
(payable to an account maintained by the payee with a bank located outside the
United States if payable in a currency other than U.S. dollars) upon surrender
of this Note at the Corporate Trust Office of the Paying Agent located in the
Borough of Manhattan, The City of New York (or at such other location as may
be specified on the face hereof), provided, that this Note is presented to the
Paying Agent in time for the Paying Agent to make such payments in funds in
accordance with its customary procedures. The Company will pay any
administrative costs imposed by banks in connection with making payments in
immediately available funds, but any tax, assessment or governmental charge
imposed upon payments will be borne by the Holder hereof.
6. The principal hereof and any premium and interest hereon are payable by
the Company in the Specified Currency specified on the face hereof. If the
Specified Currency shown above is other than U.S. dollars, the Exchange Rate
Agent will arrange to convert all payments in respect hereof into U.S. dollars
in the manner described below; provided, however, that the Holder hereof may,
if so indicated on the face hereof and subject to the conditions set forth in
the third and fourth paragraphs and the last sentence of this paragraph of
this Section 6, elect to receive all payments in respect hereof in such
Specified Currency by delivery of written notice to the Paying Agent in the
City of New York, which written request must be received by the Paying Agent
on or prior to the applicable record date or at least fifteen calendar days
prior to Maturity, as the case may be. Such election will remain in effect
unless and until changed by written notice to the Paying Agent in The City of
New York, which written notice of any such change must be received by the
Paying Agent on or prior to the applicable record date or at least fifteen
calendar days prior to Maturity, as the case may be. If the Company
determines that such Specified Currency is not available for making payments
in respect hereof due to the conditions set forth in the third and fourth
paragraphs of this Section 6, then the Holder hereof may not so elect to
receive payments in such Specified Currency, and any such outstanding election
shall be automatically suspended and payments in respect hereof shall be made
in U.S. dollars as described below, until the Company determines that such
Specified currency is again available for making such payments.
Unless otherwise specified on the face hereof, if the Specified Currency is
other than U.S. dollars, unless the Holder of this Note has elected otherwise,
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 firm bid quotation
received by such Exchange Rate Agent at approximately 11:00 a.m., New York
City time, on the second Business Day preceding the applicable payment date,
from three recognized foreign exchange dealers selected by the Exchange Rate
Agent and approved by the Company (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer, for settlement on such payment
date, of the aggregate amount of the Specified Currency payable on such
payment date in respect of all Notes denominated in such Specified Currency
on which payments are to be made in U.S. dollars. If three such bid
quotations are not available, payments will be made in the Specified
Currency which will yield the largest number of U.S. dollars when the
Company is receiving U.S. dollars in lieu of the Specified Currency and
will require the smallest number of U.S. dollars when the Company is
paying U.S. dollars in lieu of the Specified Currency. Unless otherwise
provided on the face hereof, such selection shall be made from among the
quotations appearing on the display "page" within the Reuters or Telerate
Monitor Foreign Exchange Service, as may be agreed to by the Company and
such Exchange Rate Agent (or, if such display "page" is not available or
such Specified Currency is a composite currency for which separate current
composite currency quotations are not available, such other comparable display
or other comparable manner of obtaining quotations as may be agreed to by the
Company and such Exchange Rate Agent), used to determine the U.S. dollar
equivalent of such Specified Currency. If no such indicative quotations are
available, then such payment will be made in such Specified Currency, unless
such Specified Currency is unavailable due to the conditions set forth in the
third and fourth paragraphs of this Section 6, in which case payment may be
made as described in the next paragraph. All currency exchange costs, if any,
will be borne by the Company, unless the Holder hereof has made the election
specified on the face hereof to receive payments in the Specified Currency.
In such case, each electing Holder shall bear its pro-rata portion of currency
exchange costs, if any, by deductions from such payments due to such Holder.
Except as set forth below with respect to payments in ECU, 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 or is no longer
used by the government of the country issuing such currency or for the
settlement of transactions by public institutions of or within the
international banking community, then such payment shall be made in U.S.
dollars. The amount so payable on any date in such Specified Currency shall
be converted into U.S. dollars at a rate determined by the Exchange Rate Agent
on the basis of the noon buying rate in The City of New York for cable
transfer in the Specified Currency as certified for customs purposes by the
Federal Reserve Bank of New York (the "Market Exchange Rate") for such
Specified Currency on the second Business Day prior to such payment date, or
as otherwise indicated on the face hereof. In the event such Market Exchange
Rate is not then available, the Company will be entitled to make payments in
U.S. dollars (i) if such Specified Currency is not a composite currency, on
the basis of the most recently available Market Exchange Rate for such
Specified Currency or (ii) if such Specified Currency is a composite currency,
in an amount determined by the Exchange Rate Agent to be the sum of the
results obtained by multiplying the number of units of each component currency
of such composite currency, as of the most recent date on which such composite
currency was used, by the Market Exchange Rate for such component currency on
the second Business Day prior to such payment date (or, if such Market
Exchange Rate is not then available, by the most recently available Market
Exchange Rate for such component currency). Any payment under such
circumstances in U.S. dollars will not constitute a default or an Event of
Default under the Indenture.
If any payment in respect hereof on any date is required to be made in ECU and
ECU are unavailable due to the imposition of exchange controls or other
circumstances beyond the Company's control or are not used in the European
Monetary System, then such payment shall be made in U.S. dollars. The amount
of such payment in U.S. dollars shall be converted at a rate determined by the
Exchange Rate Agent on the basis of the equivalent of the ECU in U.S. dollars
as of the second Business Day prior to the date on which such payment is
due. The equivalent of ECU in U.S. dollars as of any date (the "Day of
Valuation") shall be determined by the Exchange Rate Agent on the following
basis. The component currencies of ECU for these purposes (the "Components")
shall be the currency amounts that were components of ECU as of the last
date on which ECU was used in the European Monetary System. The
equivalent of ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of
each of the Components shall be determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rates for
such Components or as otherwise indicated on the face hereof. If
unit of any component currency is altered by way of combination or
subdivision, the number of units of that currency as a Component shall be
divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amount of the consolidated component
currencies expressed in such single currency. If any component currency is
divided into two or more currencies, the amount of that currency as a
Component shall be replaced by amounts of such two or more currencies, each of
which shall be equal to the amount of the former component currency divided by
the number of currencies into which that currency was divided.
All determinations referred to above of the Exchange Rate Agent shall be at
its sole discretion (except to the extent expressly provided herein that any
determination is subject to approval by the Company) and, in the absence of
manifest error, shall be conclusive for all purposes and binding upon the
Holders of the Notes and the Trustee, and the Exchange Rate Agent shall have
no liability therefor.
7. If so specified on the face hereof, this Note may be redeemed at the
option of the Company, as a whole, or from time to time in part, on any date
on or after the Initial Redemption Date shown on the face hereof and prior to
the Maturity Date, upon not less than 30 nor more than 60 days' prior notice
given as provided in the Indenture, at the redemption price shown on the face
hereof, together in each case with accrued interest, if any, to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holder of this Note, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.
If less than all of the Outstanding Notes of different tenor and terms are to
be redeemed, the Company shall select the tenor and terms of the Notes to be
redeemed. If less than all the Outstanding Notes of like tenor and terms are
to be redeemed, the particular Notes to be redeemed shall be selected by the
Trustee by such method as the Trustee shall deem fair and appropriate.
If so specified on the face hereof, this Note may be repaid at the option of
the Holder hereof, in whole or from time to time in part, on the Repayment
Date or Dates shown on the face hereof (which date or dates shall be on or
after the Initial Repayment Date but prior to the Maturity Date) at the price
or prices shown on the face hereof. Unless otherwise specified on the face
hereof, in order for this Note to be so repaid by the Holder hereof on any
Repayment Date, the Trustee or any other Person designated by the Company for
such purpose must receive at least 25 but not more than 35 days prior to such
Repayment Date, (i) if this Note is a Certificated Note, such Note with the
form entitled "Option to Elect Repayment" on the reverse of this Note duly
completed or (ii) if this Note is a Book-Entry Note, such notices as are
specified on the face hereof. The repayment option may be exercised by the
Holder of this Note for less than the aggregate principal amount hereof then
outstanding, provided that the principal amount hereof remaining outstanding
after such repayment is an Authorized Denomination or any Integral Multiple in
excess thereof. A Holder who has so tendered this Note for repayment may, by
delivery of written notice by the close of business on the tenth day prior to
the applicable Repayment Date to the Trustee, revoke any such tender for
repayment.
8. The Company may, at any time, purchase Notes at any price in the open
market or otherwise. Notes so purchased by the Company may, at its
discretion, be held, resold or surrendered to the Trustee for cancellation.
9. This Note will not be subject to any sinking fund.
10. If this Note is an Original Issue Discount Security, the amount payable
in the event of redemption or acceleration of Maturity, 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 such
acceleration. 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 stated principal amount.
11. If so specified on the face hereof, the Maturity Date of this Note may be
extended at the option of the Company at any time and from time to time for
one or more periods (each an "Extension Period") up to but not beyond the date
("Final Maturity Date") specified on the face hereof, by notifying the Trustee
at least 50 but not more than 60 days prior to the Maturity Date of this Note
in effect prior to the exercise of such option (the "Prior Maturity Date").
Not later than 10 days after receipt of such notice from the Company but in
any event not later than 40 days prior to the Prior Maturity Date, the Trustee
will mail to the Holder of this Note a notice (the "Extension Notice")
relating to such Extension Period, setting forth (i) the election of the
Company to extend the Prior Maturity Date, (ii) the new Maturity Date, (iii)
in the case of a Fixed Rate Note, the interest rate to be applicable to the
Extension Period or, in the case of a Floating Rate Note, the Spread and/or
Spread Multiplier to be applicable to the Extension Period, and (iv) the
provisions, if any, for redemption by the Company or repayment to the Holder,
or both, during the Extension Period, including the date or dates on which or
the period or periods during which and the price or prices at which such
redemption or repayment may occur during the Extension Period. Upon the
transmittal by the Trustee of an Extension Notice to the Holder of this Note,
the Prior Maturity Date shall be extended automatically, and, except as
modified by the Extension Notice and as described in the next paragraph, this
Note will have the same terms as prior to the transmittal of such Extension
Notice.
Notwithstanding the foregoing paragraph, not later than 20 days prior to the
Prior Maturity Date of this Note, the Company may, at its option, revoke the
interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, provided for in the Extension
Notice and establish an interest rate, in the case of a Fixed Rate Note, or a
Spread and/or Spread Multiplier, in the case of a Floating Rate Note, that is
higher than the interest rate, Spread and/or Spread Multiplier, as the case
may be, provided for in the Extension Notice, for the Extension Period
commencing on such Prior Maturity Date by causing the Trustee to transmit
notice of such higher interest rate or higher Spread and/or Spread Multiplier,
as the case may be, to the Holder of this Note. Such notice shall be
irrevocable. In the event that the Maturity Date hereof is so extended and
the Holder hereof shall have not tendered this Note for repayment (or shall
have validly revoked any such tender) pursuant to the next paragraph, this
Note, if it is a Fixed Rate Note, shall bear such higher interest rate, or if
it is a Floating Rate Note, shall bear such higher Spread and/or Spread
Multiplier, for the Extension Period.
If the Company elects to extend the Maturity Date of this Note, the Holder
hereof will have the option to elect repayment hereof on the immediately Prior
Maturity Date at a price equal to the principal amount hereof outstanding on,
plus accrued interest (if any) to, such Prior Maturity Date. In order for
this Note to be so repaid on such Prior Maturity Date, the Trustee or any
other Person designated by the Company for such purpose must receive at least
25 days but not more than 35 days prior to such Prior Maturity Date (i) if
this Note is a Certificated Note, such Note with the form entitled "Option to
Elect Repayment" on the reverse of this Note duly completed or (ii) if this
Note is a Book-Entry Note, such notices as are specified on the face hereof.
The repayment option may be exercised by the Holder of this Note for less than
the aggregate principal amount hereof then outstanding, provided that the
principal amount hereof remaining outstanding after such repayment is an
Authorized Denomination or any Integral Multiple in excess hereof. A Holder
who has tendered this Note for repayment pursuant to an Extension Notice may,
by delivery of written notice by the close of business on the tenth day prior
to the applicable Prior Maturity Date to the Trustee, revoke any such tender
for repayment.
If so specified on the face hereof, the Maturity Date of this Note may be
extended at the option of the Holder of this Note (other than an Amortizing
Note) at such time or times as shown on the face hereof for one or more
Extension Periods up to but not beyond the Final Maturity Date shown on the
face hereof by delivery to the Trustee by the date specified on the face
hereof of a written notice of such election (the "Holder's Extension Notice").
Such Holder's Extension Notice shall be irrevocable and shall specify the new
Maturity Date. Upon the transmittal by such Holder of such Holder's Extension
Notice to the Trustee, the applicable Prior Maturity Date shall be extended
automatically, and, except as modified pursuant to this paragraph, such Note
will have the same terms as prior to the transmittal of such Holder's
Extension Notice.
12. If so specified on the face hereof, the Company may, at its option, reset
the interest rate, in the case of a Fixed Rate Note, or the Spread and/or
Spread Multiplier, in the case of a Floating Rate Note, on the date or dates
(each such date, an "Optional Reset Date"), if any, specified on the face
hereof, by notifying the Trustee at least 50 but not more than 60 days prior
to an Optional Reset Date with respect to any such Note. Not later than 10
days after receipt of such notice from the Company but in any event not later
than 40 days prior to such Optional Reset Date, the Trustee will mail to the
Holder of such Note a notice (a "Reset Notice") setting forth (i) the election
of the Company to reset the interest rate, in the case of a Fixed Rate Note,
or the Spread and/or Spread Multiplier, in the case of a Floating Rate Note,
(ii) such new interest rate or such new Spread and/or Spread Multiplier, as
the case may be, and (iii) the provisions, if any, for redemption or repayment
during the period from such Optional Reset Date to the next Optional Reset
Date or, if there is no such next Optional Reset Date, to Maturity of such
Note (each such period, a "Subsequent Interest Period"), including the date or
dates on which or the period or periods during which, and the price or prices
at which, such redemption may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to an Optional
Reset Date for a Note, the Company may, at its option, revoke the interest
rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, provided for in a Reset
Notice and establish an interest rate, in the case of a Fixed Rate Note, or
the Spread and/or Spread Multiplier, in the case of a Floating Rate Note, that
is higher than the interest rate, Spread and/or Spread Multiplier, as the case
may be, provided for in such Reset Notice, for the Subsequent Interest Period
commencing on such Optional Reset Date by causing the Trustee to transmit
notice, which shall be irrevocable, of such higher interest rate, Spread
and/or Spread Multiplier, as the case may be, to the Holder of such Note. All
Notes with respect to which the interest rate, Spread and/or Spread Multiplier
is reset on an Optional Reset Date and with respect to which the Holder of
such Notes have not tendered such Notes for repayment (or validly revoked any
such tender pursuant to the next succeeding paragraph) will bear such higher
interest rate, Spread and/or Spread Multiplier, as the case may be, whether or
"not tendered for repayment.
If the Company elects to reset the interest rate or the Spread and/or Spread
Multiplier, as the case may be, of this Note, the Holder hereof will have the
option to elect repayment hereof on any Optional Reset Date at a price equal
to the principal amount hereof outstanding on, plus accrued interest (if any)
to, such Optional Reset Date. In order for this Note to be so repaid on an
Optional Reset Date, the Trustee or any other Person designated by the Company
for such purpose must receive at least 25 days but not more than 35 days prior
to such Optional Reset Date (i) if this Note is a Certificated Note, such Note
with the form entitled "Option to Elect Repayment" on the reverse of this Note
duly completed or (ii) if this Note is a Book-Entry Note, such notices as are
specified on the face hereof. The repayment option may be exercised by the
Holder of this Note for less than the aggregate principal amount hereof then
outstanding, provided that the principal amount hereof remaining outstanding
after such repayment is an Authorized Denomination or any Integral Multiple in
excess thereof. A Holder who has tendered this Note for repayment pursuant to
a Reset Notice may, by delivery of written notice by the close of business on
the tenth day prior to the applicable Prior Maturity Date to the Trustee,
revoke any such tender for repayment.
13. As provided in the Indenture, and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
different authorized denominations, as requested by the Holder.
14. 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 Security Registrar and the
Trustee 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.
Unless otherwise provided herein, no service charge shall be made for any such
registration of transfer or exchange, but the Company may (unless otherwise
provided herein) require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith.
15. Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
16. If an Event of Default with respect to the Securities of this series
shall have occurred and be continuing, the principal of all the Securities of
this series may be declared due and payable in this manner and with the effect
provided in the Indenture.
17. As provided in the Indenture and subject to certain conditions therein
set forth, 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, the Trustee and the Security Registrar) 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 Note, and all taxes and
other governmental charges that may be imposed in relation therewith, shall be
borne by the Holder of this Note.
18. 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 under
the Indenture to be affected 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 Outstanding Securities of each series to be so affected. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Securities of any series on
behalf of the Holders of all the Securities of such series to waive certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and any Note 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 Note.
Holders of Securities may not enforce their rights pursuant to the Indenture
or the 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.
19. No recourse under or upon any obligation, covenant or agreement of the
Indenture, or of this Note, or for any claim based thereon or hereon or
otherwise in respect thereof or hereof, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the
Company, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, all such personal
liability, either at common law or in equity or by constitution or statute,
of, and any and all such rights and claims against every such person being,
by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
20. THIS NOTE, AND THE RIGHTS AND OBLIGATIONS HEREUNDER OF THE COMPANY, THE
TRUSTEE AND THE HOLDER HEREOF, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICTS OF LAW RULES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW) OF SAID STATE.
____________________________________
[OPTION TO ELECT REPAYMENT]
[in the case of Certificated Notes only]
The undersigned hereby irrevocably requests and instructs the Company to repay
the within or attached Note (or portion thereof specified below) pursuant to
its terms at a price equal to the principal amount thereof, together with
accrued interest, if any, to the Optional Reset Date or Prior Maturity Date,
as applicable, to the undersigned, at
_____________________________________________________________________________
_____________________________________________________________________________
(Print or Typewrite Name, Address and Telephone Number of the Undersigned)
For the within or attached Note to be repaid on any Optional Reset Date or
Prior Maturity Date, as applicable, the Company must receive at its office or
agency in the Borough of Manhattan, the City and State of New York, or at such
additional place or places of which the Company shall from time to time notify
the Holder of such Note, at least 25 days but not more than 35 days prior to
such Optional Reset Date or Prior Maturity Date, as applicable, (i) such Note
with this "Option to Elect Repayment" form duly completed or (ii) a telegram,
telex, facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting
forth the name, address and telephone number of the holder of such Note, the
principal amount of such Note, the amount of the Note to be repaid, a
statement that the option to elect repayment is being made thereby and a
guarantee that the Note to be repaid with the form entitled "Option to Elect
Repayment" on the reverse of such Note duly completed will be received by the
Company not later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter, and such Note and form duly completed
are received by the Company by such fifth Business Day; and, provided that, if
the Company has revoked the interest rate, Spread and/or Spread Multiplier, as
the case may be, and caused the Trustee to transmit a notice of a higher
interest rate or higher Spread and/or Spread Multiplier, as the case may be,
to Holders of the Notes, either form of notice has not been revoked as
provided in such Note.
If less than the entire principal amount of the within attached Note is to be
repaid; specify the portion thereof (which shall be an Authorized Denomination
(as defined on the face hereof) or an Integral Multiple (as defined on the
face hereof) in excess of thereof) which the Holder elects to have repaid:
$_______________; and specify the denomination or denominations (which shall
be an Authorized Denomination or an Integral Multiple in excess thereof) of
the Note or Notes to be issued to the Holder for the portion of the within
attached Note not being repaid (in the absence if any such specification, one
such Note will be issued for the portion not being repaid): $_______________.
_____________________________________________
NOTICE: The signature to this Option to Elect
Repayment 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.
_____________________
ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of the
within instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MINOR ACT -- _______________ Custodian ____________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
______________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
_____________________
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
x x
x x
x x
x x
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
_____________________________________________________________________________
(Name and address of assignee, including zip code, must be printed or
typewritten)
_____________________________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________________________________________
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: _______________
_____________________________________________
NOTICE: The signature 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.
