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) November 26,1997
SUNAMERICA INC.
(Exact name of registrant as specified in charter)
Maryland 1-4618 86-0176061
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 SunAmerica Center, Los Angeles, California 90067-6022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 772-6000
ITEM 5. Other Events.
Exhibits are filed herewith in connection with the Registration
Statement on Form S-3 (File No. 333-31619) and Amendment No. 1 thereto, filed
by SunAmerica Inc. (the "Company") with the Securities and Exchange Commission
relating to the Company's Debt Securities, Common Stock, Preferred Stock,
Warrants, Stock Purchase Contracts and Stock Purchase Units.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
EXHIBITS
Exhibit 1.1 - Distribution Agreement dated November 26, 1997
among the Company, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Chase
Securities Inc., Deutsche Morgan Grenfell Inc.,
Donaldson, Lufkin & Jenrette Securities
Corporation, Edward Jones & Co., L.P., First
Chicago, Capital Markets, Inc., Goldman, Sachs &
Co., J.P. Morgan Securities Inc., Morgan Stanley &
Co. Incorporated, NationsBanc Montgomery
Securities, Inc. and Smith Barney Inc.
Exhibit 4.1 - Form of Fixed Rate Definitive Medium-Term Note
Exhibit 4.2 - Form of Fixed Rate Global Medium-Term Note
Exhibit 4.3 - Form of Floating Rate Definitive Medium-Term Note
Exhibit 4.4 - Form of Floating Rate Global Medium-Term Note
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUNAMERICA INC.
Date: December 1, 1997 By: /s/ Susan L. Harris
-------------------------
Susan L. Harris
Senior Vice President and
General Counsel -
Corporate Affairs
SUNAMERICA INC.
Medium-Term Notes, Series 3
Due Nine Months or More from Date of Issue
DISTRIBUTION AGREEMENT
November 26, 1997
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
CHASE SECURITIES INC.
DEUTSCHE MORGAN GRENFELL INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
EDWARD JONES & CO., L.P.
FIRST CHICAGO CAPITAL MARKETS, INC.
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO.
INCORPORATED
NATIONSBANC MONTGOMERY
SECURITIES, INC.
SMITH BARNEY INC.
c/o Merrill Lynch & Co.
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310
Dear Sirs:
SunAmerica Inc., a Maryland corporation (the "Company"),
confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Chase Securities Inc., Deutsche Morgan Grenfell Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation, Edward Jones & Co., L.P.,
First Chicago Capital Markets, Inc., Goldman, Sachs & Co., J.P. Morgan
Securities Inc., Morgan Stanley & Co. Incorporated, NationsBanc Montgomery
Securities, Inc. and Smith Barney Inc. (each, an "Agent" and collectively, the
"Agents") with respect to the issue and sale by the Company of its Medium-Term
Notes, Series 3 described herein (the "Notes"). The Notes are to be issued
pursuant to the Senior Indenture dated as of April 15, 1993, as supplemented
by the indenture supplements dated as of June 28, 1993 and October 28, 1996
(as so supplemented, the "Indenture"), between the Company and The First
National Bank of Chicago, as trustee (the "Trustee"). As of the date hereof,
the Company has authorized the issuance and sale of up to U.S. $500,000,000
aggregate initial offering price (or its equivalent, based upon the applicable
exchange rate at the time of issuance, in such foreign or composite currencies
as the Company shall designate at the time of issuance) of Notes pursuant to
the terms of this Agreement. It is understood, however, that the Company may
from time to time authorize the issuance of additional Notes and that such
additional Notes may be sold pursuant to the terms of this Agreement, all as
though the issuance of such Notes were authorized as of the date hereof.
The Company and certain related entities have filed with the
Securities and Exchange Commission (the "SEC") a registration statement on
Form S-3 (No. 333-31619 and 333-3169-01, -02 and -03) for the registration
of securities, including the Notes, under the Securities Act of 1933, as
amended (the "1933 Act"), and the offering thereof from time to time in
accordance with Rule 415 of the rules and regulations of the SEC under the
1933 Act (the "1933 Act Regulations"). Such registration statement has
been declared effective by the SEC and the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such
registration statement (and any further registration statements that may be
filed by the Company for the purpose of registering additional Notes and in
connection with which this Agreement is included or incorporated by
reference as an exhibit) and the prospectus constituting a part thereof (in
the case of the registration statement previously filed, excluding the
prospectus relating to junior subordinated debt securities of the Company
and preferred securities of SunAmerica Capital Trust IV, V and VI),
supplemented by any prospectus supplements relating to the Notes, including
all documents incorporated therein by reference, as from time to time
amended or supplemented by the filing of documents pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), or the 1933
Act or otherwise, are referred to herein as the "Registration Statement"
and the "Prospectus," respectively, except that (i) if the Company files a
registration statement with the SEC pursuant to Rule 462(b) of the 1933 Act
Regulations (a "Rule 462(b) Registration Statement"), then after such
filing, all references to "Registration Statement" shall be deemed to
include such Rule 462(b) Registration Statement, and (ii) if any revised
prospectus shall be provided to the Agents by the Company for use in
connection with the offering of the Notes that is not required to be filed
by the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the
term "Prospectus" shall refer to such revised prospectus from and after the
time it is first provided to the Agents for such use.
Section 1. Appointment as Agent.
(a) Appointment. Subject to the terms and conditions stated herein,
including Section 17 and the next sentence of this paragraph (a), the Company
hereby agrees that the Agents will be its agents for the purpose of soliciting
and receiving offers to purchase Notes from the Company. Notwithstanding any
provision of this Agreement to the contrary, the Company shall have the right
to sell Notes directly on its own behalf, and may in its discretion solicit
and accept offers to purchase and accept unsolicited offers to purchase Notes
directly on its own behalf or from any broker or dealer not a party to this
Agreement (whether acting as principal or as agent). Each Agent acknowledges
that, in the case of any sale of Notes by the Company not resulting from a
solicitation made or an offer to purchase received by such Agent, or arising
in connection with a purchase by such Agent as principal, no commission shall
be payable by the Company to such Agent with respect to such sale.
(b) Sale of Notes. The Company shall not sell or approve the
solicitation of purchases of Notes in excess of the amount that shall be
authorized by the Company from time to time or in excess of the principal
amount of Notes registered pursuant to the Registration Statement. The Agents
will have no responsibility for maintaining records with respect to the
aggregate principal amount of Notes sold, or of otherwise monitoring the
availability of Notes for sale, under the Registration Statement.
(c) Purchases as Principal. The Agents shall not have any obligation to
purchase Notes from the Company as principal, but one or more Agents may agree
from time to time to purchase Notes as principal. The Agents are authorized
to engage the services of any other broker or dealer in connection with the
offer or sale of the Notes purchased by one or more of the Agents as principal
for resale to others but are not authorized to appoint sub-agents. Any
purchase of Notes by one or more Agents as principal shall be made in
accordance with Section 3(a) hereof.
(d) Solicitations as Agent. Each Agent will communicate to the
Company, orally or in writing, each offer to purchase Notes solicited by
such Agent on an agency basis that in its judgment should be considered by
the Company. The Agents shall have the right, in their discretion,
reasonably exercised, to reject any proposed purchase of Notes that it
deems to be unacceptable, as a whole or in part, and any such rejection
shall not be deemed a breach of the Agents' agreement contained herein.
The Company shall have the sole right to accept offers to purchase Notes
and may reject any proposed purchase of the Notes, in whole or in part.
The Agents shall make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes has been
solicited by the Agents and accepted by the Company. The Agents shall not
have any liability to the Company in the event any such agency purchase is
not consummated for any reason. If the Company shall default on its
obligation to deliver Notes to a purchaser whose offer it has accepted, the
Company shall (i) hold the Agents harmless against any loss, claim or
damage arising from or as a result of such default by the Company and (ii)
notwithstanding such default, pay to each Agent any commission to which it
would be entitled in connection with such sale.
(e) Reliance. The Company and the Agents agree that any Notes purchased
by an Agent shall be purchased, and any Notes the placement of which an Agent
arranges shall be placed by the Agent, in reliance on the representations,
warranties, covenants and agreements of the Company contained herein and on
the terms and conditions and in the manner provided herein.
Section 2. Representations and Warranties.
The Company represents and warrants to the Agents as of the
date hereof, as of the date of each acceptance by the Company of an offer for
the purchase of Notes (whether from an Agent as principal or through an Agent
as agent), as of the date of each delivery of Notes (whether to an Agent as
principal or through an Agent as agent) (the date of each such delivery to an
Agent as principal being hereafter referred to as a "Settlement Date"), and as
of any time that the Registration Statement or the Prospectus shall be amended
or supplemented or there is filed with the SEC any document incorporated by
reference into the Prospectus (each of the times referenced above being
referred to herein as a "Representation Date") as follows:
(a) (i) At the time the Registration Statement became effective, the
Registration Statement complied, and as of the applicable Representation
Date will comply, in all material respects with the requirements of the
1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and
regulations of the SEC promulgated thereunder; (ii) the Registration
Statement, at the time it became effective, did not, and at each time
thereafter at which any amendment to the Registration Statement becomes
effective, will not, include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and (iii) the Prospectus, as of the
date hereof does not, and as of each Representation Date will not, contain
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection shall
not apply to statements in or omissions from the Registration Statement or
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by any Agent expressly for use in the
Registration Statement or Prospectus or to that part of the Registration
Statement that constitutes the Statement of Eligibility and Qualification
(Form T-1) under the 1939 Act of the Trustee; provided further, that the
representations and warranties set forth in clauses (i) and (iii) above,
when made as of the date hereof or as of any date on which the Company
accepts an offer to purchase Notes, shall be deemed not to cover
information concerning an offering of particular Notes to the extent the
information concerning such offering of particular Notes will be set forth
in a supplement to the Prospectus.
(b) The documents incorporated by reference in the Prospectus at the
time they were or hereafter are filed with the SEC, complied or when so filed
will comply, as the case may be, in all material respects with the
requirements of the 1934 Act and the rules and regulations promulgated
thereunder (the "1934 Act Regulations").
(c) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, and except as otherwise
stated or contemplated therein, there has been no material adverse change
and no development reasonably likely to result in a prospective material
adverse change in the condition, financial or otherwise, or in the earnings
or business affairs of the Company and its subsidiaries, taken as a whole,
whether or not arising in the ordinary course of business.
(d) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Maryland, with
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus; and the Company is duly
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which such qualification is required, except
where the failure to so qualify or be in good standing would not have a
material adverse effect on Company and its subsidiaries, taken as a whole.
(e) Each of the Company's subsidiaries that are "significant
subsidiaries", as defined under Regulation S-X of the 1933 Act Regulations
(each, a "Significant Subsidiary"), has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Prospectus, and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to so qualify or
be in good standing would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole; all of the issued and outstanding
capital stock of each Significant Subsidiary has been duly authorized and
validly issued and is fully paid and nonassessable, and all of such issued and
outstanding capital stock that is owned directly or through subsidiaries by
the Company is owned free and clear of any mortgage, pledge, lien or other
encumbrance (except for Permitted Liens (as defined in the Indenture) or as
otherwise permitted by the Indenture).
(f) The Company and each Significant Subsidiary possesses such
certificates, authorizations or permits issued by the appropriate state or
federal regulatory agencies or bodies as are necessary to conduct the
business as now conducted by them and as described in the Prospectus,
except where the failure to so possess such certificates, authorizations or
permits would not have a material adverse effect on the condition,
financial or otherwise, or the earnings or business affairs of the Company
and its subsidiaries, taken as a whole; and neither the Company nor any of
the Subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permit
which, singly or in the aggregate, is reasonably likely to have a material
adverse effect on the Company and its subsidiaries, taken as a whole.
(g) This Agreement has been duly authorized, executed and delivered by
the Company.
(h) The Indenture has been duly qualified under the 1939 Act and has
been duly authorized, executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable in accordance with its terms
except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii)
rights of acceleration and the availability of equitable remedies may be
limited by equitable principles of general applicability.
(i) The Notes have been duly authorized for issuance, offer and sale
pursuant to this Agreement, and, when issued, authenticated and delivered
pursuant to the provisions of this Agreement and the Indenture against payment
of the consideration therefor specified in the Prospectus or agreed upon
pursuant to the provisions of this Agreement, the Notes will be entitled to
the benefits of the Indenture and will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms except
as (i) the enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability.
(j) The Company is not in violation of any of its charter or bylaws.
The execution and delivery by the Company of, and the performance by the
Company of its obligations under, this Agreement, the Indenture and the
Notes will not contravene any provision of applicable law or the articles
of incorporation or bylaws of the Company or any agreement or other
instrument binding upon the Company or any Significant Subsidiary, which
agreement or instrument is material to the Company and its subsidiaries,
taken as a whole, or any judgment, order or decree of any governmental
body, agency or court having jurisdiction over the Company or any
Significant Subsidiary, except for such a contravention that would not have
a material adverse effect on the Company and its subsidiaries, taken as a
whole, and no consent, approval, authorization or order of or qualification
with any governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, the Indenture and the
Notes, except such as may be required by the 1933 Act, the 1933 Act
Regulations, the securities or Blue Sky laws or insurance securities laws
of the various states in connection with the offer and sale of the Notes or
such as have been obtained.
(k) There are no legal or governmental proceedings pending or threatened
to which the Company or any of its subsidiaries is a party or to which any of
the properties of the Company or any of its subsidiaries is subject that are
required by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934
Act Regulations to be described in the Registration Statement or the
Prospectus and are not so described; there are no contracts or other documents
that are required by the 1933 Act, the 1933 Act Regulations, the 1934 Act or
the 1934 Act Regulations to be filed as exhibits to the Registration Statement
or to any documents incorporated by reference therein that are not filed as so
required.
(l) The Company is not an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
Notwithstanding the foregoing, the representations and
warranties set forth in Section 2(a), 2(i) (except as to due authorization of
the Notes) and 2(i), when made as of the date hereof with respect to any Notes
the payments of principal or interest on which will be determined by reference
to one or more currency exchange rates, commodity prices, equity indices or
other factors, shall be deemed not to address the application of the Commodity
Exchange Act, as amended, or the rules, regulations or interpretations of the
Commodity Futures Trading Commission.
Section 3. Purchases as Principal; Solicitations as Agents.
(a) Purchases as Principal. Each sale of Notes to an Agent as
principal shall be made in accordance with terms agreed upon by one or more
Agents and the Company (which terms shall be agreed upon either (i) in
writing or (ii) orally, with written confirmation prepared by the Agent or
Agents making such purchase and promptly delivered to the Company). An
Agent's commitment to purchase Notes as principal shall be deemed to have
been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein
set forth. Each such purchase of Notes by any Agent shall be made by such
Agent with the intention of reselling them as soon as practicable, in the
sole judgment of such Agent, unless otherwise agreed by the Company and
such Agent in connection with such purchase. Each such purchase of Notes,
unless otherwise agreed, shall be at a discount equivalent to the
applicable commission set forth in Schedule A hereto. The Agents may
engage the services of any other broker or dealer in connection with the
resale of Notes purchased as principal and may allow any portion of the
discount received in connection with such purchases from the Company to
such brokers and dealers; provided, however, that such portion shall not
exceed the amount set forth in the Prospectus. The Company shall be
advised by one or more Agents when a purchase of Notes is proposed to be
made by such Agents as principal and as to the proposed terms of any such
purchase, and the Company and the Agent or Agents making such purchase
shall agree as to any requirements for the stand-off agreement, officer's
certificate, opinion of counsel and comfort letter pursuant to Sections
4(i), 7(a), 7(b) and 7(c) hereof, respectively.
(b) Solicitations as Agents. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions set forth
herein and in the Prospectus, when agreed by the Company and one or more
Agents, each such Agent, as an agent of the Company, will use its reasonable
efforts to solicit offers to purchase the Notes upon terms acceptable to the
Company at such times and in such amounts as the Company shall from time to
time specify. All Notes sold through one or more Agents as agents will be
sold at 100% of their principal amount unless otherwise agreed to by the
Company and such Agent or Agents.
The Company reserves the right, in its sole discretion, to
suspend solicitation of purchases of the Notes through the Agents, as
agents, commencing at any time for any period of time or permanently. Upon
receipt of instructions from the Company, the Agents will forthwith suspend
solicitation of purchases from the Company until such time as the Company
has advised the Agents that such solicitation may be resumed. While such
solicitation is suspended, the Company shall not be required to deliver any
certificates, opinions or letters pursuant to Section 7 hereof; provided,
however, that if the Company shall thereafter advise the Agents that such
solicitation may be resumed, the Company shall deliver or cause to be
delivered to each Agent any certificate, opinion or letter that is
requested by such Agent and that would have been required during the period
of suspension were it not for this paragraph, except that if, during the
period of suspension, the Company shall have filed an Annual Report on Form
10-K, no Agent shall be entitled to receive any such certificate, opinion
or letter relating to amendments or supplements to the Registration
Statement or the Prospectus made by means of any filing by the Company
pursuant to the 1934 Act prior to the date of filing of such Annual Report
on Form 10-K; and provided, further, that if, at the time such solicitation
is suspended, any Agent owns Notes purchased by it as principal pursuant to
this Agreement, the Company shall be required to continue to deliver such
certificates, opinions and letters to such Agent during the period of
suspension until the earlier of (i) such time as such Agent no longer owns
any of such Notes or (ii) 90 days from the last date on which any of such
Notes were purchased from the Company by such Agent (except that the
Company shall, at the request of such Agent, deliver such certificates,
opinions and letters after the date specified in clause (ii), but not after
the date specified in clause (i), if such Agent, notwithstanding the
provisions of Section 10, pays all expenses incident to the preparation and
delivery of the certificates, opinions and letters that the Company is
required to deliver solely as a consequence of this parenthetical).
The Company agrees to pay each Agent a commission, in the form
of a discount, equal to the applicable percentage of the principal amount of
each Note sold by the Company as a result of a solicitation made by such Agent
as set forth in Schedule A hereto.
(c) Administrative Procedures. The Agents and the Company agree to
perform the respective duties and obligations specifically provided to be
performed by them in the procedures set forth in Exhibit B hereto, as amended
from time to time by written agreement of the Company, the Trustee and the
Agents.
Section 4. Covenants of the Company.
The Company covenants with each Agent as follows:
(a) The Company will notify the Agents immediately (i) of the
effectiveness of any amendment to the Registration Statement, (ii) of the
transmittal to the SEC for filing of any supplement to the Prospectus (except
that notice of the filing of a supplement to the Prospectus that merely sets
forth the terms or a description of particular Notes shall be given only to
the Agent or Agents offering such Notes) or any document to be filed pursuant
to the 1934 Act that will be incorporated by reference in the Prospectus,
(iii) of the receipt of any comments from the SEC with respect to the
Registration Statement or the Prospectus, (iv) of any request by the SEC for
any amendment to the Registration Statement or any amendment or supplement to
the Prospectus or for additional information, (v) of the issuance by the SEC
of any stop order suspending the effectiveness of the Registration Statement
or the initiation of any proceedings for that purpose, (vi) of the issuance by
any state securities commission or other regulatory authority of any order
suspending the qualification or the exemption from qualification of the Notes
under state securities or Blue Sky laws or the initiation of any proceedings
for that purpose and (vii) of any change in (or withdrawal of) the rating
assigned by any nationally recognized statistical rating organization to any
debt securities of the Company or the public announcement by any nationally
recognized statistical rating organization that it has under surveillance or
review, with possible negative implications, its rating of any debt securities
of the Company. The Company will make every reasonable effort to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest possible moment.
(b) The Company will furnish the Agents with copies of any additional
registration statements with respect to the registration of additional Notes,
any amendments to the Registration Statement or any amendments or supplements
to the Prospectus (other than an amendment or supplement providing solely for
a change in the interest rates of Notes or made by the filing of documents
pursuant to the 1934 Act) a reasonable amount of time prior to such proposed
filing for their review and comment; provided, however, that any supplement to
the Prospectus that merely sets forth the terms or a description of particular
Notes shall only be furnished to the Agent or Agents offering such Notes.
(c) The Company will deliver to the Agents as many conformed copies of
the Registration Statement as originally filed and of each amendment thereto
as the Agents may reasonably request. The Company will furnish to each Agent
as many copies of the Prospectus (as amended or supplemented) as such Agent
shall reasonably request so long as such Agent is required to deliver a
Prospectus in connection with sales or solicitations of offers to purchase the
Notes.
(d) The Company will prepare, with respect to any Notes to be sold
through or to one or more Agents pursuant to this Agreement, a pricing
supplement with respect to such Notes in a form previously reasonably approved
by such Agent or Agents and will file such pricing supplement pursuant to Rule
424(b)(3) under the 1933 Act not later than the deadline for the filing
thereof.
(e) Except as otherwise provided in the last paragraph of this
Section, if at any time during the term of this Agreement any event shall
occur as a result of which it is necessary to amend or supplement the
Prospectus so that the Prospectus would not include an untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances existing at the time
it is delivered to a purchaser, not misleading, or if it shall be necessary
to amend or supplement the Registration Statement or the Prospectus in
order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations, notice shall be promptly given, and confirmed in writing, to
each of the Agents to cease the solicitation of offers to purchase the
Notes in the Agents' capacity as agents and to cease sales of any Notes the
Agents may then own as principal and, if so notified by the Company, the
Agents shall forthwith suspend such solicitation and sales. If any Agent
then owns Notes purchased by it as principal pursuant to this Agreement or
has agreed to purchase Notes as principal pursuant to this Agreement, the
Company will forthwith amend or supplement the Registration Statement and
the Prospectus, whether by filing documents pursuant to the 1934 Act, the
1933 Act or otherwise, so that, as so amended or supplemented, the
Prospectus will not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading or to make the Registration Statement and Prospectus comply with
such requirements; the Company will furnish to the Agents a reasonable
number of copies of any amendment or supplement to the Registration
Statement or Prospectus.
(f) The Company will make generally available to its security holders as
soon as practicable, but not later than 90 days after the close of the period
covered thereby, if the fiscal quarter referred to below is the last fiscal
quarter of the Company's fiscal year, and otherwise 45 days after the close of
the period covered thereby, an earnings statement (in form and in a manner
complying with the provisions of Rule 158 under the 1933 Act Regulations)
covering each twelve-month period beginning, in each case, not later than the
first day of the Company's fiscal quarter next following the "effective date"
(as defined in such Rule 158) of the Registration Statement with respect to
each sale of Notes.
(g) The Company will endeavor, in cooperation with the Agents, to
qualify the Notes for offering and sale under the applicable securities laws
of such states and other jurisdictions of the United States as the Agents
shall reasonably request (with a good faith intent at that time to offer or
sell the Notes in such jurisdiction); provided, however, that the Company
shall not be obligated to qualify as a foreign corporation or to execute a
general consent as to service of process in any jurisdiction in which it is
not so qualified or to make any undertakings with respect to the conduct of
its business therein.
(h) The Company, during the period when the Prospectus is required to be
delivered under the 1933 Act, will file promptly all documents required to be
filed with the SEC pursuant to Sections 13(a), 13(c), 14 or l5(d) of the 1934
Act.
(i) If agreed by the Company and an Agent in connection with a purchase
by such Agent of Notes as principal, between the date of the agreement to
purchase such Notes and the Settlement Date with respect to such purchase, the
Company will not, without such Agent's prior written consent, offer or sell,
or enter into any agreement to sell, any debt securities of the Company (other
than the Notes that are to be sold pursuant to such agreement, debt securities
previously agreed to be sold by the Company of which such Agent was advised by
the Company prior to the time of such agreement to purchase and commercial
paper in the ordinary course of business).
The Company shall not be required to comply with the provisions
of Section 4(e) during any period that (i) the Company shall have suspended
solicitation of purchases of the Notes (provided, however, that the Company
shall continue to comply with such provisions during the period during which
the Company shall be obligated to continue to deliver certificates, opinions
and letters pursuant to the further proviso to the second paragraph of Section
3(b)), (ii) no Agent shall then hold any Notes purchased by it as principal
pursuant hereto or (iii) a prospectus relating to the Notes is not required to
be delivered under the Securities Act.
Section 5. Conditions of Obligations.
The obligations of each Agent to purchase Notes as principal
and to solicit offers to purchase the Notes as agent of the Company, and the
obligations of any purchasers of the Notes sold through one or more Agents as
agents, will be subject to the accuracy of the representations and warranties
of the Company herein contained and to the accuracy of the statements of the
Company's officers made in any certificate furnished pursuant to the
provisions hereof in connection with the sale of such Notes, to the
performance by the Company of its obligations hereunder and to the following
further conditions:
(a) Legal Opinions. On the date hereof, the Agents shall have received
the following legal opinions, dated as of the date hereof and in form and
substance satisfactory to the Agents:
(i) The opinion of Piper & Marbury L.L.P., counsel to the Company, to
the effect that:
(A) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Maryland; and the Company has the corporate power under the laws of
the State of Maryland and under its charter to own, lease and operate
its properties and to conduct its business as described in the
Registration Statement and the Prospectus;
(B) Each of this Agreement and the Indenture has been duly
authorized, executed and delivered by the Company;
(C) The Notes, in the forms certified by the Company as of the
date hereof, have been duly authorized by the Company; and
(D) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement,
the Indenture and the Notes will not contravene any provision of any
material applicable law of the State of Maryland or the charter or
bylaws of the Company (except that no opinion need be expressed with
respect to Maryland securities or Blue Sky laws).
(ii) The opinion of Susan L. Harris, Esq., Senior Vice President and
General Counsel - Corporate Affairs of the Company, to the effect that:
(A) To the best of such counsel's knowledge and information, the
Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, except where the failure to so qualify and
be in good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole.
(B) Each Significant Subsidiary is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation and has the corporate power and authority to own, lease
and operate its properties and to conduct its business as described in
the Registration Statement and the Prospectus, it being understood
that, as to each Significant Subsidiary, the foregoing opinion as to
valid existence and good standing is based solely on a certificate
dated as of a recent date of an appropriate official of the
jurisdiction of incorporation of such Significant Subsidiary and, as
applicable, a letter from CT Corporation System dated as of a recent
date as to the good standing of such Significant Subsidiary in such
jurisdiction, copies of which will be delivered to the Agents on the
date of such opinion. Nothing has come to the attention of such
counsel to lead such counsel to believe that any Significant
Subsidiary is not duly qualified as a foreign corporation to transact
business or is not in good standing in each jurisdiction in which such
qualification is required, except where the failure to so qualify or
be in good standing would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole. All of the issued and
outstanding capital stock of each Significant Subsidiary that is owned
directly or through subsidiaries by the Company is owned free and
clear, to the best of such counsel's knowledge and information, of any
mortgage, pledge, lien or other encumbrance (except for Permitted
Liens (as defined in the Indenture) or as otherwise permitted by the
Indenture).
(C) To the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement is in
effect under the 1933 Act, and no proceedings for such purpose are
pending before or threatened by the SEC.
(D) At the time the Registration Statement became effective, the
Registration Statement and at the date of such opinion, the Prospectus
(other than the financial statements, supporting schedules and other
financial data included or incorporated by reference therein, as to
which no opinion need be rendered) appeared on its face to be
appropriately responsive in all material respects to the requirements
of the 1933 Act and the 1933 Act Regulations.
(E) Each document filed pursuant to the 1934 Act and incorporated
by reference in the Prospectus, at the time it was filed or last
amended (other than financial statements, supporting schedules and
other financial data included or incorporated by reference therein, as
to which no opinion need be rendered), appeared on its face to be
appropriately responsive in all material respects to the requirements
of the 1934 Act and the 1934 Act Regulations.
(F) To the best of such counsel's knowledge and information, there
are no statutes, regulations, contracts or other documents required to
be described in the Registration Statement or the Prospectus that are
not described as required, and there are no legal or governmental
proceedings pending or threatened that are required to be disclosed in
the Registration Statement, other than those disclosed therein.
(G) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement,
the Indenture and the Notes will not contravene any provision of any
material applicable law or the Charter or bylaws of the Company or, to
the best of such counsel's knowledge, any agreement or other
instrument binding upon the Company or any Significant Subsidiary,
which agreement or instrument is material to the Company and its
subsidiaries, taken as a whole, or any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the
Company or any Significant Subsidiary, except for such a contravention
that would not have a material adverse affect on the Company and its
subsidiaries, taken as a whole.
(H) No consent, approval, authorization or order of or
qualification with any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement,
the Indenture and the Notes, except such as may be required under the
1933 Act, the 1933 Act Regulations, or state securities or Blue Sky or
insurance securities laws or except as have been obtained.
(iii) The opinion of Davis Polk & Wardwell, special counsel to the
Company, with respect to the matters set forth in paragraph (G) (solely with
respect to Federal law and the laws of the State of New York) of 5(a)(ii) and
to the effect that:
(A) Assuming due authorization, execution and delivery by the
]Company and the Trustee, the Indenture is a valid and binding
agreement of the Company, enforceable in accordance with its terms
except as (1) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally, and
(2) rights of acceleration and the availability of equitable remedies
may be limited by equitable principles of general applicability
(regardless of whether considered in a proceeding at law or in
equity).
(B) Assuming that the series of Notes has been duly authorized,
when the terms of a particular Note and its issuance and sale have
been duly established in conformity with the Indenture, and assuming
that such Note has been duly executed and authenticated in accordance
with the provisions of the Indenture and delivered and paid for by the
purchasers thereof in accordance with the terms of this Agreement,
such Note will be entitled to the benefits of the Indenture and will
be a valid and binding obligation of the Company, enforceable in
accordance with its terms, except as (1) enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally, and (2) rights of acceleration and the availability
of equitable remedies may be limited by equitable principles of
general applicability (regardless of whether considered in a
proceeding at law or in equity).
(C) The statements in the Prospectus under the captions
"Description of Notes" (other than "Book-Entry System"), "Description
of the Senior Debt Securities and Subordinated Debt Securities" (other
than "Global Debt Securities") and "United States Taxation," in each
case insofar as they constitute summaries of the legal matters or
documents referred to therein, fairly summarize, in all material
respects, the matters referred to therein.
(D) The Indenture has been duly qualified under the 1939 Act.
(E) The Registration Statement has become effective under the 1933
Act.
(F) The Company is not an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.
In giving such opinion, such counsel may rely, without
independent verification, as to matters of Maryland law, on the opinion of
Piper & Marbury, L.L.P. delivered pursuant to Section 5(a)(i).
(iv) The opinion of Skadden, Arps, Slate, Meagher & Flom, LLP, counsel to
the Agents, with respect to the matters set forth in (C) and (D) (but not with
respect to any documents incorporated by reference) of subsection (a)(ii) of
this Section and in (A), (B), (C) (but not with respect to the statements in
the Prospectus under the caption "United States Taxation") and (E) of
subsection (a)(iii) of this Section.
(v) In giving their opinions required by Sections 5(a)(ii), 5(a)(iii)
and 5(a)(iv), respectively, Susan L. Harris, Esq., Davis Polk & Wardwell, and
Skadden, Arps, Slate, Meagher & Flom LLP shall each additionally state that
they have not themselves checked the accuracy or completeness of, or otherwise
verified, the information furnished with respect to matters in the
Registration Statement or the Prospectus, except as stated; that they have
generally reviewed and discussed with representatives of the Agents and with
certain officers and employees of, and counsel and independent public
accountants for, the Company, the information furnished, whether or not
subject to their check and verification; and that, on the basis of such
consideration, review and discussion, but without independent check or
verification, except as stated, (A) (in the case of the opinion of Davis Polk
& Wardwell only) they are of the opinion that (except for the financial
statements, supporting schedules and other financial data included or
incorporated by reference therein, and except for those parts of the
Registration Statement that constitute the Form T-1s, as to which they express
no opinion) the Registration Statement, as of its effective date, and the
Prospectus, as of the date of such opinion, appeared on their face to be
appropriately responsive in all material respects to the requirements of the
1933 Act and the 1933 Act Regulations, and (B) nothing has come to their
attention that would lead them to believe that (except for financial
statements, supporting schedules and other financial data included or
incorporated by reference therein, and except for those parts of the
Registration Statement that constitute the Form T-1s, as to which they express
no belief), each part of the Registration Statement, at the time it became
effective, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading or that the Prospectus (except as
aforesaid), as amended or supplemented at the date of such opinion, includes
an untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
Notwithstanding the foregoing, the opinions described in
Sections 5(a)(ii)(G) and 5(a)(iii)(B) and the statements described in this
Section 5(a)(v), when contained in an opinion delivered on the date hereof or
pursuant to Section 7(b), shall be deemed not to address the application of
the Commodity Exchange Act, as amended, or the rules, regulations or
interpretations of the Commodity Futures Trading Commission to Notes the
payments of principal or interest on which will be determined by reference to
one or more currency exchange rates, commodity prices, equity indices or other
factors.
(b) Officer's Certificate. At the date hereof, the Agents shall have
received a certificate signed by an executive officer of the Company, dated
as of the date hereof, to the effect that (i) since the respective dates as
of which information is given in the Registration Statement and the
Prospectus or, in the case of an officer's certificate delivered on the
Settlement Date following the agreement of an Agent to purchase Notes as
principal, since the date of such agreement, there has not been any
material adverse change, or any development reasonably likely to result in
a prospective material adverse change, in the condition, financial or
otherwise, or in the earnings or business affairs of the Company and its
subsidiaries, taken as a whole, (ii) the representations and warranties of
the Company contained in Section 2 hereof are true and correct with the
same force and effect as though expressly made at and as of the date of
such certificate and (iii) the Company has performed or complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the date of such certificate.
(c) Comfort Letter. On the date hereof, the Agents shall have received
a letter from the Company's independent public accountants, dated as of the
date hereof and in form and substance satisfactory to the Agents, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters in accordance with AICPA standards, with
respect to the financial statements and certain financial information
contained in or incorporated by reference into the Prospectus.
(d) Other Documents. On the date hereof and on each Settlement Date,
counsel to the Agents shall have been furnished with such documents and
opinions as such counsel may reasonably require for the purpose of enabling
such counsel to pass upon the issuance and sale of Notes as herein
contemplated and related proceedings, or in order to evidence the accuracy and
completeness of any of the representations and warranties, or the fulfillment
of any of the conditions herein contained; and all proceedings taken by the
Company in connection with the issuance and sale of Notes as herein
contemplated shall be satisfactory in form and substance to the Agents and to
counsel to the Agents.
If any condition specified in this Section 5 shall not have
been fulfilled when and as required to be fulfilled, any applicable agreement
by an Agent to purchase Notes as principal may be terminated by such Agent by
notice to the Company, and any such termination shall be without liability of
any party to any other party with respect to such agreement, except that
Sections 8, 9, 10, 11, 14, and Section 15 hereof shall remain in effect with
respect to such agreement.
Section 6. Delivery of and Payment for Notes Sold through the
Agents.
Delivery of Notes sold through one or more Agents as agents
shall be made by the Company to such Agent or Agents for the account of any
purchaser only against payment therefor in immediately available funds.
Section 7. Additional Covenants of the Company.
The Company covenants and agrees with the Agents that:
(a) Subsequent Delivery of Certificates. Each time that (i) the
Registration Statement or the Prospectus shall be amended or supplemented
(other than by (A) a pricing supplement or other amendment or supplement
providing solely for a change in the interest rates, redemption provisions,
amortization schedules or maturities of Notes or similar changes
(collectively, "Pricing Terms"), (B) an amendment or supplement that
relates exclusively to an offering of debt securities other than the Notes
or (C) except as provided below, the filing of any document incorporated by
reference therein), (ii) there is filed with the SEC any periodic report on
Form 10-K or 10-Q, or a current report on Form 8-K containing information
called for by any of Items 1 through 4 thereof, (iii) (if so agreed in
connection with the purchase of Notes by an Agent as principal) the Company
sells Notes to an Agent as principal or (iv) the Company issues and sells
Notes in a form not previously certified to the Agents by the Company, the
Company shall furnish or cause to be furnished to the Agents forthwith a
certificate dated the date of filing with the SEC of such supplement or
document, the date of effectiveness of such amendment, or the date of such
sale, as the case may be, in form satisfactory to the Agents to the effect
that the statements contained in the certificate referred to in Section
5(b) hereof that were last furnished to the Agents are true and correct at
the time of such amendment, supplement, filing or sale, as the case may be,
as though made at and as of such time (except that such statements shall be
deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to such time) or, in lieu of such certificate, a
certificate of the same tenor as the certificate referred to in said
Section 5(b), modified as necessary to relate to the Registration Statement
and the Prospectus as amended and supplemented to the time of delivery of
such certificate.
(b) Subsequent Delivery of Legal Opinions. Each time that the
Company furnishes a certificate pursuant to Section 7(a), the Company shall
furnish or cause to be furnished forthwith to the Agents and to counsel to
the Agents written opinions of Susan L. Harris, Esq. and Davis Polk &
Wardwell, or in either case other counsel satisfactory to the Agents, dated
the date of filing with the SEC of such supplement or document, the date of
effectiveness of such amendment, or the date of such sale, as the case may
be (except that no opinion other than that of Susan L. Harris, Esq. or
other counsel satisfactory to the Agents shall be required solely as a
result of the filing by the Company with the SEC of any periodic report on
Form 10-Q or any current reports on Form 8-K), in form and substance
satisfactory to the Agents, of the same tenor in the case of Susan L.
Harris, Esq. or such other counsel as the opinion referred to in Section
5(a)(ii) hereof and in the case of Davis Polk & Wardwell or such other
counsel as the opinion referred to in Section 5(a)(iii) hereof (including
the statements of each required by Section 5(a)(v) hereof) but modified, as
necessary, to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of delivery of such opinion; or, in
lieu of such opinion, counsel last furnishing such opinion to the Agents
shall furnish the Agents with a letter to the effect that the Agents may
rely on such last opinion to the same extent as though it was dated the
date of such letter authorizing reliance (except that statements in such
last opinion shall be deemed to relate to the Registration Statement and
the Prospectus as amended and supplemented to the time of delivery of such
letter authorizing reliance).
(c) Subsequent Delivery of Comfort Letters. Each time that the Company
delivers a certificate pursuant to Section 7(a), the Company shall cause its
independent public accountants forthwith to furnish the Agents a letter, dated
the date of effectiveness of such amendment, the date of filing such
supplement or document with the SEC, or the date of such sale, as the case may
be, in form satisfactory to the Agents, of the same tenor as the letter
referred to in Section 5(c) hereof but modified to relate to the Registration
Statement and Prospectus, as amended and supplemented to the date of such
letter; provided, however, that if the Registration Statement or the
Prospectus is amended or supplemented solely to include financial information
as of and for a fiscal quarter, Price Waterhouse may limit the scope of such
letter to the unaudited financial statements included in such amendment or
supplement unless any information included therein of an accounting, financial
or statistical nature is of such a nature that, in the reasonable judgment of
the Agents, such letter should cover such other information.
Section 8. Indemnification.
(a) The Company agrees to indemnify and hold harmless each Agent and
each person, if any, who controls such Agent within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against
any and all losses, claims, damages and liabilities, joint or several
(including, without limitation, any legal fees or other expenses reasonably
incurred by any Agent or any such controlling person in connection with
defending or investigating any such action or claim), caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof or the Prospectus (as
amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any prior prospectus relating to the Notes, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
information furnished to the Company by such Agent in writing expressly for
use therein; provided, however, that the foregoing indemnity agreement
shall not inure to the benefit of any Agent, or any person controlling such
Agent, if the asserted losses, claims, damages or liabilities arise from
any sale of Notes to any person resulting from a solicitation made or an
offer to purchase received by such Agent, or from any sale of Notes by such
Agent to such person, and a copy of the Prospectus (as then amended or
supplemented, if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Agent to
such person, if required by law so to have been delivered, at or prior to
such sale, and if the Prospectus (as so amended or supplemented) would have
cured the defect giving rise to such losses, claims, damages or
liabilities. This indemnity will be in addition to any liability that the
Company may otherwise have.
(b) Each Agent agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the Registration
Statement and each person, if any, who controls the Company within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same
extent as the foregoing indemnity from the Company to such Agent, but only to
the extent that any untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with information
furnished to the Company by such Agent in writing expressly for use in the
Registration Statement, the Prospectus, any prior prospectus relating to the
Notes or any amendments or supplements thereto. This indemnity will be in
addition to any liability that the Agents may otherwise have.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain within
a reasonable time counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel or (ii) the named parties to
any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying
party shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all such indemnified parties and
that all such fees and expenses shall be reimbursed as they are incurred.
Such firm shall be designated in writing by the Agent that is a party to the
proceeding (or, if more than one Agent is a party to the proceeding, by mutual
agreement of the Agents), in the case of parties indemnified pursuant to the
second preceding paragraph, and by the Company, in the case of parties
indemnified pursuant to the first preceding paragraph. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject
matter of such proceeding.
Section 9. Contribution.
(a) If the indemnification provided for in the first or second
paragraph of Section 8 hereof is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph, in
lieu of indemnifying such indemnified party thereunder, shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the
one hand and the Agent or Agents participating in the sale of the Notes
that gave rise to such losses, claims, damages or liabilities (the
"Relevant Notes") on the other hand from the sale of the Relevant Notes or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and of the Agent or Agents
participating in the sale of the Relevant Notes on the other hand, in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and such Agent or Agents on the other hand in connection with the sale
of the Relevant Notes shall be deemed to be in the same respective
proportions as the net proceeds from the sale of the Relevant Notes (before
deducting expenses) received by the Company and the total discounts and
commissions received by the Agents from the sale of the Relevant Notes bear
to the aggregate initial offering price of the Relevant Notes. The
relative fault of the Company on the one hand and of such Agent or Agents
on the other hand shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company or by such Agent or Agents and the
parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Agents' respective
obligations to contribute pursuant to this Section 9 are several in
proportion to the respective principal amounts of Relevant Notes sold to or
through each of such Agents and not joint.
(b) The Company and the Agents agree that it would not be just or
equitable if contribution pursuant to this Section 9 were determined by pro
rata allocation (even if the Agents were treated as one entity for such
purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 9, no Agent
shall be required to contribute any amount in excess of the amount by which
the total price at which the Relevant Notes were sold through or by it to the
public exceeds the amount of any damages that such Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 9 are
not exclusive and shall not limit any rights or remedies that may otherwise be
available to any indemnified party at law or in equity.
(c) The indemnity and contribution provisions contained in Section 8 and
Section 9 hereof and the representations and warranties of the Company
contained herein shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of any Agent or any person controlling any Agent or by or
on behalf of the Company, its directors or officers or any person controlling
the Company and (iii) acceptance of and payment for any of the Notes.
Section 10. Payment of Expenses.
The Company will pay all expenses incident to the performance
of its obligations under this Agreement, including:
(a) The preparation and filing of the Registration Statement and all
amendments thereto and the Prospectus and any amendments or supplements
thereof;
(b) The preparation, filing and reproduction of this Agreement;
(c) The preparation, issuance and delivery of the Notes, including any
fees and expenses relating to the use of book-entry notes;
(d) The fees and disbursements of the Company's accountants and counsel,
of the Trustee and its counsel, and of any calculation agents or exchange rate
agents;
(e) The reasonable fees and disbursements of Skadden, Arps, Slate,
Meagher & Flom, counsel to the Agents, or such other counsel to the Agents
reasonably acceptable to the Company, incurred in connection with the
establishment of the program relating to the Notes and incurred from time to
time in connection with the transactions contemplated hereby;
(f) The qualification of the Notes under state securities laws in
accordance with the provisions of Section 4(g) hereof, including filing fees
and the reasonable fees and disbursements of counsel for the Agents in
connection therewith and in connection with the preparation of any Blue Sky
Survey and any Legal Investment Survey;
(g) The printing and delivery to the Agents in quantities as hereinabove
stated of copies of the Registration Statement and any amendments thereto, and
of the Prospectus and any amendments or supplements thereto, and the delivery
by the Agents of the Prospectus and any amendments or supplements thereto in
connection with solicitations or confirmations of sales of the Notes;
(h) The preparation, reproduction and delivery to the Agents of copies
of the Indenture and all supplements and amendments thereto;
(i) Any fees charged by rating agencies for the rating of the Notes;
(j) The fees and expenses, if any, incurred with respect to any filing
with the National Association of Securities Dealers, Inc.;
(k) Any advertising and other out-of-pocket expenses of the Agents
incurred with the prior written approval of the Company; and
(l) The cost of providing any CUSIP or other identification numbers for
the Notes.
Section 11. Representations, Warranties and Agreements to
Survive Delivery.
All representations, warranties and agreements contained in
this Agreement or in certificates of officers of the Company submitted
pursuant hereto or thereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of the Agents or
any controlling person of the Agents, or by or on behalf of the Company, and
shall survive each delivery of and payment for any of the Notes.
Section 12. Termination.
(a) This Agreement (excluding any agreement hereunder by one or more
Agents to purchase Notes as principal) may be terminated for any reason, at
any time by the Company or, as to any Agent, by the Company or such Agent,
upon the giving of written notice of such termination to the other parties
hereto, but without prejudice to any rights, obligations or liabilities of any
party hereto accrued or incurred prior to or upon such termination, subject to
the provisions of this Section 12.
(b) An Agent may terminate any agreement hereunder by such Agent to
purchase Notes as principal, immediately upon notice to the Company, at any
time prior to the Settlement Date relating thereto (i) if there has been,
since the date of such agreement or since the respective dates as of which
information is given in the Registration Statement, any material adverse
change or any development reasonably likely to result in a prospective
material adverse change in the condition, financial or otherwise, or in the
earnings or business affairs of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business, or
(ii) if there has occurred, since the date of such agreement, any outbreak or
escalation of hostilities or any change in financial markets or other calamity
or crisis that, in the judgment of such Agent, is material and adverse, or
(iii) if, since the date of such agreement, trading in any securities of the
Company has been suspended by a national securities exchange, or trading
generally on the New York Stock Exchange shall have been suspended, or if,
since such date, a general moratorium on commercial banking activities in New
York shall have been declared by Federal or New York State authorities or if a
banking moratorium shall have been declared by the relevant authorities in the
country or countries of origin of any foreign currency or currencies in which
the Notes are denominated or payable, or (iv) if, since the date of such
agreement, the rating assigned by any "nationally recognized statistical
rating organization," as such term is defined for purposes of Rule 436(g)(2)
under the 1933 Act, to any debt securities of the Company shall have been
lowered or if, since such date, any such rating organization shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any debt securities of the Company, and
in the case of any of the events specified in clause (i), (ii) or (iii), such
event, singly or together with any other such event, makes it, in the judgment
of such Agent, impracticable to market the Notes on the terms and in the
manner contemplated by the Prospectus, as amended or supplemented at the date
of the agreement by such Agent to purchase Notes as principal.
(c) In the event of any termination under this Section 12, the Company
will have no liability to any Agent as to which this Agreement is so
terminated and such Agent will have no liability to the Company, except as
provided in Section 12(a) and except that with respect to any termination
under Section 12(a), (i) such Agent shall be entitled to any commission earned
in accordance with the third paragraph of Section 3(b) hereof, (ii) if at the
time of termination (a) such Agent shall own any Notes purchased by it as
principal pursuant to this Agreement with the intention of reselling them or
(b) an offer to purchase any of the Notes has been accepted by the Company but
the time of delivery to the purchaser or his agents of the Note or Notes
relating thereto has not occurred, the covenants set forth in Section 4 and
(in the circumstance described in clause (b)) Section 7 hereof shall remain in
effect until such Notes are so resold or delivered, as the case may be, (iii)
if at the time of termination such Agent shall own any Notes purchased by it
as principal pursuant to this Agreement with the intention of reselling them,
the covenants set forth in Section 7 hereof shall remain in effect until the
earlier of (x) such time as such Notes are resold or (y) 180 days from the
last date on which any of such Notes were purchased from the Company by such
Agent (except that the Company shall, at the request of such Agent, deliver
the certificates, opinions and letters specified in Section 7 hereof after the
date set forth in clause (y), but not after the date set forth in clause (x),
if such Agent, notwithstanding the provisions of Section 10, pays all expenses
incident to the preparation and delivery of the certificates, opinions and
letters that the Company is required to deliver solely as a consequence of
this parenthetical), and (iv) the covenant set forth in Section 4(f) hereof,
the indemnity and contribution agreements set forth in Sections 8 and 9
hereof, the provisions of Section 10 hereof, and the provisions of Sections
11, 15 and 16 hereof shall remain in effect.
Section 13. Notices.
All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Agents shall be
directed as follows:
Merrill Lynch & Co.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
North Tower - 10th Floor
World Financial Center
New York, New York 10281-1310
Attention: MTN Product Management
Chase Securities Inc.
270 Park Avenue
8th Floor
New York, New York 10017
Attention: Medium-Term Note Desk
Deutsche Morgan Grenfell Inc.
31 West 52nd Street
New York, New York 10019
Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172
Edward Jones & Co., L.P.
12555 Manchester Road
St. Louis, Missouri 68131
First Chicago Capital Markets, Inc.
One First National Plaza, Suite 0595
Chicago, Illinois 60670
Registration Department
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
J.P. Morgan Securities Inc.
Transaction Execution Group
60 Wall Street, 13th Floor
New York, New York 10260
Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd Floor
New York, New York 10036
Attention: Manager - Continuously Offered
Products
with a copy to:
Morgan Stanely & Co. Incorporated
1585 Broadway
34th Floor
New York, New York 10036
Attn: Peter Cooper
Investment Banking Information
Center
NationsBanc Montgomery Securities, Inc.
100 North Tryon Street
Charlotte, North Carolina 28255
NC-1-007-07-01
Attention: MTN Product Management
Smith Barney Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013
Attention: MTN Product Management/Origination
with a copy to
Skadden, Arps, Slate, Meagher & Flom LLP
300 S. Grand Avenue, Suite 3400
Los Angeles, California 90071
Attention: Gregg A. Noel, Esq.
Notices to the Company shall be directed as follows:
SunAmerica Inc.
1 SunAmerica Center
Los Angeles, California 90067-6022
Attention: James R. Belardi
with a copy to
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: Jeffrey Small, Esq.
or at such other address as such party may designate from time to time by
notice duly given in accordance with the terms of this Section 13.
Section 14. Acknowledgment. The Company and each of the
Agents acknowledge that Davis Polk & Wardwell, which is acting as special
counsel to the Company in connection with the offer and sale of the Notes,
also acts as counsel from time to time to one or more of the Agents in
connection with unrelated matters. The Company and each of the Agents consent
to Davis Polk & Wardwell so acting as special counsel to the Company. The
Company and each of the Agents also acknowledge that Skadden, Arps, Slate,
Meagher & Flom LLP, which is acting as counsel to the Agents in connection
with the offer and sale of the Notes, also acts as counsel from time to time
to the Company and certain of its affiliates in connection with unrelated
matters. The Company and each of the Agents consent to Skadden, Arps, Slate,
Meagher & Flom LLP so acting as counsel to the Agents.
Section 15. Governing Law.
This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New York.
Section 16. Parties.
This Agreement shall inure to the benefit of and be binding
upon the Agents and the Company and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Sections 8 and 9 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. This Agreement and all
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the parties hereto and respective successors and said controlling
persons and officers and directors and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No purchaser of
Notes shall be deemed to be a successor by reason merely of such purchase.
Section 17. Amendments.
This Agreement may be amended or supplemented if, but only if,
such amendment or supplement is in writing and is signed by the Company and
each Agent; provided, however, that the Company may from time to time, on
prior written notice to the Agents but without the consent of any Agent, amend
this Agreement to add as party hereto one or more additional firms registered
under the 1934 Act, whereupon each such firm shall become an Agent hereunder
on the same terms and conditions as the other Agents that are parties hereto.
The Agents shall sign any amendment or supplement the sole effect of which is
the addition of any such firm pursuant to this Section 17 as an Agent under
this Agreement.
If the foregoing is in accordance with the Agents'
understanding of our agreement, please sign and return to the Company a
counterpart hereof, whereupon this instrument along with all counterparts will
become a binding agreement between the Agents and the Company in accordance
with its terms.
Very truly yours,
SUNAMERICA INC.
By: /s/ James R. Belardi
----------------------------------
Name: James R. Belardi
Title: Executive Vice President
Accepted:
By: MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Richard N. Doyle, Jr.
------------------------------------
Name: Richard N. Doyle, Jr.
---------------------------
Title: Director
---------------------------
CHASE SECURITIES INC.
By: /s/ Susan Morgan
------------------------------------
Name: Susan Morgan
---------------------------
Title: Vice President
---------------------------
DEUTSCHE MORGAN GRENFELL INC.
By: /s/ Grant Kralheim
------------------------------------
Name: Grant Kralheim
---------------------------
Title: Managing Director
---------------------------
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Edward A. LaScala
------------------------------------
Name: Edward A. LaScala
---------------------------
Title: Senior Vice President
---------------------------
EDWARD JONES & CO., L.P.
By: /s/ Phil Schwab
------------------------------------
Name: Phil Schwab
---------------------------
Title: Principal
---------------------------
FIRST CHICAGO CAPITAL MARKETS, INC.
By: /s/ Evonne W. Taylor
------------------------------------
Name: Evonne W. Taylor
---------------------------
Title: Vice President
---------------------------
GOLDMAN, SACHS & CO.
By: /s/ David B. Lischer
------------------------------------
Name: David B. Lischer
---------------------------
Title: Investment Banking Division
---------------------------
J.P. MORGAN SECURITIES, INC.
By: /s/ Maria E. Sramek
------------------------------------
Name: Maria E. Sramek
---------------------------
Title: Vice President
---------------------------
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Robert Bonafide
------------------------------------
Name: Robert Bonafide
---------------------------
Title: Principal
---------------------------
NATIONSBANC MONTGOMERY SECURITIES, INC.
By: /s/ Lynn T. McConnell
------------------------------------
Name: Lynn T. McConnell
---------------------------
Title: Senior Vice President &
Director
---------------------------
SMITH BARNEY INC.
By: /s/ Simon Helwett
------------------------------------
Name: Simon Helwett
---------------------------
Title: Managing Director
---------------------------
SCHEDULE A
As compensation for the services of the Agents hereunder, the
Company shall pay it, on a discount basis, a commission for the sale of each
Note equal to the principal amount of such Note multiplied by the appropriate
percentage set forth below (or with respect to any Note for which the maturity
is in excess of 30 years, such commission as shall be agreed to by the Company
and an Agent):
PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT
- --------------- -----------------
From more than 9 months to less than 1 year .125%
From 1 year to less than 18 months .150
From 18 months to less than 2 years .200
From 2 years to less than 3 years .250
From 3 years to less than 4 years .350
From 4 years to less than 5 years .450
From 5 years to less than 6 years .500
From 6 years to less than 7 years .550
From 7 years to less than 10 years .600
From 10 years to less than 15 years .625
From 15 years to less than 20 years .700
From 20 years to 30 years .750
EXHIBIT A
The following terms, if applicable, shall be agreed to by the
Agents and the Company in connection with each sale of Notes:
Principal Amount: $
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note:
Interest Rate Basis: Initial Interest Rate:
Spread or Spread Multiplier, if any:
Interest Reset Date(s):
Interest Payment Date(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Period:
Interest Payment Period:
Calculation Agents:
If CMT Rate Notes
Designated CMT Telerate Page:
Designated CMT Maturity Index:
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
If Repayable:
Optional Repayment Date(s):
Date of Maturity:
Purchase Price: _____%
Settlement Date and Time:
Currency of Denomination:
Denominations (if currency is other than
U.S. dollar):
Currency of Payment:
Additional Terms:
Also, in connection with the purchase of Notes by an Agent as
principal, agreement as to whether the following will be required:
Stand-off Agreement pursuant to Section 4(i) of
the Distribution Agreement.
Officer's Certificate pursuant to Section 7(a) of
the Distribution Agreement.
Legal Opinion pursuant to Section 7(b) of the
Distribution Agreement.
Comfort Letter pursuant to Section 7(c) of the
Distribution Agreement.
EXHIBIT B
SUNAMERICA INC.
ADMINISTRATIVE PROCEDURES
for Fixed and Floating Rate Medium-Term Notes, Series 3
(Dated as of November 26, 1997)
Medium Term Notes, Series 3 (the "Notes") are to be offered
on a continuing basis by SunAmerica Inc., a Maryland corporation (the
"Company"), to or through Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Chase Securities Inc., Deutsche Morgan
Grenfell Inc., Donaldson, Lufkin & Jenrette Securities Corporation, Edward
D. Jones & Co., L.P., First Chicago Capital Markets, Inc., Goldman, Sachs
& Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated,
NationsBanc Montgomery Securities, Inc. and Smith Barney Inc. (each an
"Agent" and, collectively, the "Agents"), pursuant to a Distribution
Agreement dated November 26, 1997 (the "Distribution Agreement") among the
Company and the Agents. The Distribution Agreement provides both for the
sale of Notes by the Company to one or more of the Agents as principal for
resale to investors and other purchasers and for the sale of Notes by the
Company directly to investors (as may from time to time be agreed to by the
Company and the related Agent or Agents) in which case one or more Agents
will act as agents of the Company in soliciting Note purchases.
Unless otherwise agreed by the related Agent or Agents and the
Company, Notes will be purchased by the related Agent or Agents as principal.
Such purchases will be made in accordance with terms agreed upon by the
related Agent or Agents and the Company (which terms shall be agreed upon in
writing or orally, with written confirmation prepared by the related Agent or
Agents and mailed to the Company). If agreed upon by any Agent or Agents and
the Company, such Agent or Agents, acting solely as agent or agents for the
Company and not as principal, will use reasonable efforts to solicit offers to
purchase the Notes. Only those provisions in these Administrative procedures
that are applicable to the particular role that an Agent will perform shall
apply.
The Notes will be issued as a series of debt securities
pursuant to a Senior Indenture, dated as of April 15, 1993, as supplemented by
the indenture supplements dated as of June 28, 1993 and October 26, 1996 (as
so supplemented, the "Indenture"), between the Company and The First National
Bank of Chicago, as trustee (the "Trustee"), and are in the respective forms
attached as Exhibits E-1, E-2, E-3 and E-4 to the Secretary's Certificate of
the Company as referred to in the Officer's Certificate delivered to the
Trustee on the date hereof pursuant to Section 2.1 of the Indenture. In
accordance with the provisions of the Indenture, First Chicago Trust Company
of New York has been duly appointed by the Trustee as Authenticating Agent.
The Company has duly appointed First Chicago Trust Company of New York and The
First National Bank of Chicago as Transfer Agents and Paying Agents. "Issuing
Agent," as used herein, means The First National Bank of Chicago.
A Registration Statement (the "Registration Statement," which
term shall include any additional registration statements or amendments
thereto filed in connection with the Notes as provided in the introductory
paragraph of the Distribution Agreement) with respect to the Notes has been
filed with the Securities and Exchange Commission (the "Commission"). The
most recent base Prospectus included in the Registration Statement, as
supplemented with respect to the Notes, is herein referred to as the
"Prospectus." The most recent supplement to the Prospectus setting forth the
purchase price, interest rate, maturity date and other terms of the Notes (as
applicable) is herein referred to as the "Pricing Supplement."
The Notes will either be issued (a) in book-entry form and
represented by one or more fully registered Notes (each, a "Book-Entry Note")
delivered to the Issuing Agent, as agent for The Depository Trust Company
("DTC"), and recorded in the book-entry system maintained by DTC, or (b) in
definitive form (each, a "Definitive Note") delivered to the investor or other
purchaser thereof or a person designated by such investor or other purchaser.
Owners of beneficial interests in Notes issued in book-entry form will be
entitled to physical delivery of Notes in definitive form equal in principal
amount to their respective beneficial interests only upon certain limited
circumstances described in the Prospectus and the Indenture.
General procedures relating to the issuance of all Notes are
set forth in Part I hereof. Additionally, Notes issued in book-entry form
will be issued in accordance with the procedures set forth in Part II hereof
and Notes issued in definitive form will be issued in accordance with the
procedures set forth in Part III hereof. The following procedures shall also
be deemed to include all relevant procedures described in the DTC Letter of
Representations dated November 21, 1997, to the extent that such procedures
are not set forth below. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Indenture or the
Notes, as the case may be.
PART I: PROCEDURES OF GENERAL
APPLICABILITY
Date of Issuance/
Authentication: Each Note will be dated as of the date of its
authentication by the Issuing Agent. Each Note
shall also bear an original issue date (the
"Original Issue Date"). The Original Issue Date
shall remain the same for all Notes subsequently
issued upon transfer, exchange or substitution
of an original Note regardless of their dates of
authentication.
Maturities: Each Note will mature on a date selected by the
investor or other purchaser and agreed to by the
Company that, unless otherwise provided in the
applicable Pricing Supplement, is not less than
nine months, nor more than 30 years, from its
Original Issue Date.
Registration: Notes will be issued only in fully registered
form.
Denominations: Unless otherwise provided in the applicable
Pricing Supplement, Notes will be issued in
denominations of $1,000 or any integral multiple
of $1,000 in excess there of.
Base Rates applicable
to Floating Rate
Notes: Unless otherwise provided in the applicable
Pricing Supplement, Notes bearing interest at
rates determined by reference to selected
indices ("Floating Rate Notes") (except for
certain Original Issue Discount Notes) will bear
interest at a rate or rates determined by
reference to one or more of the CD Rate ("CD
Rate Notes"), the Commercial Paper Rate
("Commercial Paper Rate Notes"), the Eleventh
District Cost of Funds Rate (the "Eleventh
District Notes"), the Federal Funds Rate
("Federal Funds Rate Notes"), LIBOR ("LIBOR
Notes"), the Prime Rate ("Prime Rate Notes"), the
CMT Rate ("CMT Rate Notes"), the Treasury Rate
("Treasury Rate Notes"), as adjusted by the
Spread and/or Spread Multiplier, if any,
applicable to such Floating Rate Notes.
Redemption/Repayment: The Notes will be subject to repayment at the
option of the Holders thereof in accordance with
the terms of the Notes on their respective
Optional Repayment Dates, if any. Optional
Repayment Dates, if any, will be fixed at the
time of sale and set forth in the applicable
Pricing Supplement and in the applicable Note.
If no Optional Repayment Dates are indicated
with respect to a Note, such Note will not be
repayable at the option of the Holder prior to
its Stated Maturity Date.
The Notes will be subject to redemption by the
Company on and after their respective Initial
Redemption Date, if any. The Initial Redemption
Date, if any, will be fixed at the time of sale
and set forth in the applicable Pricing
Supplement and in the applicable Note. If no
Initial Redemption Date is indicated with
respect to a Note, such Note will not be
redeemable prior to its Stated Maturity Date.
Calculation of
Interest: With respect to any Fixed Rate Note, if the Day
Count Convention specified on the applicable
Note is "30/360," interest will be calculated
and paid on the basis of a 360-day year of
twelve 30-day months; if the Day Count
Convention specified on the applicable Note is
"Actual/360," interest will be calculated and
paid on the basis of the actual number of days
in the interest period divided by 360; and if
the Day Count Convention specified on the
applicable Note is "Actual/Actual," interest
will be calculated and paid on the basis of the
actual number of days in the interest period
divided by the actual number of days in the year.
With respect to any Floating Rate Note, unless
otherwise specified on such Note, if the Day
Count Convention specified on the applicable
Note is "Actual/360," interest will be
calculated and paid on the basis of the actual
number of days in the interest period divided by
360; and if the Day Count Convention specified
on the applicable Note is "Actual/Actual,"
interest will be calculated and paid on the
basis of the actual number of days in the
interest period divided by the actual number of
days in the year.
With respect to each Floating Rate Note, accrued
interest will be calculated by multiplying its
face amount by an accrued interest factor. Such
accrued interest factor is computed by adding
the interest factor calculated for each day in
the period for which accrued interest is being
calculated. Unless otherwise specified in the
applicable Pricing Supplement, the interest
factor for each such day is computed by dividing
the interest rate applicable to such day by 360
in the case of CD Rate Notes, Commercial Paper
Rate Notes, Eleventh District Notes, Federal
Funds Rate Notes, LIBOR Notes or Prime Rate
Notes, or by the actual number of days in the
year in the case of CMT Rate Notes or Treasury
Rate Notes. Unless otherwise specified in an
applicable Pricing Supplement, the interest
factor for Notes for which the interest rate is
calculated with reference to two or more
Interest Rate Bases will be calculated in each
period in the same manner as if only one of the
applicable Interest Rate Bases applied as
specified in the applicable Pricing Supplement
and the Notes.
Interest: General. Each Note will bear interest in
accordance with its terms. Unless otherwise
specified in an applicable Pricing Supplement,
interest on each Note will accrue from the
Original Issue Date of such Note for the first
interest period and from the most recent
Interest Payment Date to which interest has been
paid for all subsequent interest periods. Each
payment of interest will include interest
accrued through the day preceding, as the case
may be, the Interest Payment Date, the Stated
Maturity Date, any redemption date or repayment
date (each Stated Maturity Date, redemption date
or repayment date is referred to herein as
"Maturity"). Interest payable at Maturity will
be payable to the Person to whom the principal
of such Note is payable. If an Interest Payment
Date with respect to any Fixed Rate Note falls
on a day that is not a Business Day, the payment
of interest required to be made on such Interest
Payment Date 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 Interest Payment Date and no interest shall
accrue on such payment for the period from and
after such Interest Payment Date. If an
Interest Payment Date (other than at Maturity)
with respect to any Floating Rate Note would
otherwise fall on a day that is not a Business
Day, such Interest Payment Date will be the
following day that is a Business Day, except
that in the case of a LIBOR Note, if such day
falls in the next calendar month, such Interest
Payment Date will be the preceding day that is a
Business Day. If the date of Maturity of a Note
is not a Business Day, the payment of principal
and interest due on such day shall be made on
the next succeeding Business Day and no interest
shall accrue on such payment for the period from
and after such Maturity. For additional special
provisions relating to Floating Rate Notes, see
the Prospectus and the applicable Pricing
Supplement.
Record Dates. Unless otherwise indicated in an
applicable Pricing Supplement, the record date
with respect to any Interest Payment Date for a
Note shall be the date 15 calendar days (whether
or not a Business Day) preceding such Interest
Payment Date.
Interest Payment Dates. Interest payments will
be made on each Interest Payment Date commencing
with the first Interest Payment Date following
the Original Issue Date; provided, however, the
first payment of interest on any Note originally
issued between a record date and the related
Interest Payment Date will be made on the
Interest Payment Date following the next record
date to the registered Holder on such record
date.
Fixed Rate Notes. Unless otherwise provided in
an applicable Fixed Rate Note, interest payments
on Fixed Rate Notes will be made semiannually on
June 1 and December 1 of each year and at
Maturity.
Floating Rate Notes. Interest payments on
Floating Rate Notes will be made as specified in
the related Floating Rate Note and Pricing
Supplement.
Acceptance and
Rejection of Offers: If agreed upon by any Agent and the
Company, such Agent acting solely as agent
for the Company and not as principal will
solicit purchases of the Notes. Each
Agent will communicate to the Company,
orally or in writing, each reasonable
offer to purchase Notes solicited by such
Agent on an agency basis, other than those
offers rejected by such Agent. Each Agent
has the right, in its discretion reasonably
exercised, to reject any proposed purchase
of Notes, as a whole or in part, and any
such rejection is not deemed a breach of
the Agent's agreement contained in the
Distribution Agreement. The Company has
the sole right to accept or reject any
proposed purchase of the Notes, in whole
or in part, and any such rejection is not
deemed a breach of the Company's agreement
contained in the Distribution Agreement.
Each Agent has agreed to make reasonable
efforts to assist the Company in obtaining
performance by each purchaser whose offer
to purchase Notes has been solicited by
such Agent and accepted by the Company.
Preparation of
Pricing Supplement: If any offer to purchase a Note is
accepted by the Company, the Company will
promptly prepare a Pricing Supplement
reflecting the terms of such Note and file
such Pricing Supplement with the
Commission in accordance with Rule 424
under the Securities Act of 1933.
Information to be included in the Pricing
Supplement shall include:
1. the name of the Company;
2. the title of the securities, including
series designation, if any;
3. the date of the Pricing Supplement and the
dates of the Prospectus and Prospectus
Supplement to which the Pricing Supplement
relates;
4. the name of the Offering Agent (as
hereinafter defined);
5. whether such Notes are being sold to the
Offering Agent as principal or to an
investor or other purchaser through the
Offering Agent acting as agent for the
Company;
6. with respect to Notes sold to the Offering
Agent as principal, whether such Notes
will be resold by the Offering Agent to
investors and other purchasers (i) at a
fixed public offering price of a specified
percentage of their principal amount, (ii)
at varying prices related to prevailing
market prices at the time of resale to be
determined by the Offering Agent or (iii)
at 100% of their principal amount;
7. with respect to Notes sold to an investor
or other purchaser through the Offering
Agent acting as agent for the Company,
whether such Notes will be sold at (i)
100% of their principal amount or (ii) at
a specified percentage of their principal
amount;
8. the Offering Agent's commission or
underwriting discount;
9. Net proceeds to the Company;
10. the Principal Amount, Original Issue Date,
Stated Maturity Date, Initial Redemption
Date, if any, Initial Redemption
Percentage, if any, Annual Redemption
Percentage Reduction, if any, and Optional
Repayment Date or Dates, if any, and, in
the case of Fixed Rate Notes, the Interest
Rate, the Interest Payment Date or Dates
(if other than June 1 and December 1 of
each year) and the record date or dates
(if other than May 15 and November 15 of
each year), and, in the case of Floating
Rate Notes, the Interest Rate Basis or
Bases, the Index Maturity (if applicable),
the Initial Interest Rate, the Maximum
Interest Rate, if any, the Minimum
Interest Rate, if any, the Interest
Payment Date or Dates, the record date or
dates, the Interest Reset Date or Dates,
the Interest Reset Period, the Interest
Determination Date, the Spread and/or
Spread Multiplier, if any, and the
Calculation Agent, and if one or more of
the Specified Interest Rate Bases is
LIBOR, the Index Currency and the
Designated LIBOR Page;
11. the information with respect to the terms
of the Notes set forth below (whether or
not the applicable Note is a Book-Entry
Note or a Definitive Note) under
"Procedures for Notes Issued in Book-Entry
Form - Settlement Procedures," items 1, 2,
6, 7 and 8; and
12. any other provisions of the Notes material
to investors or other purchasers of the
Notes not otherwise specified in the
Prospectus or Pricing Supplement.
One copy of such filed document will be sent
by telecopy or overnight express (for
delivery as soon as practicable following the
trade, but in no event later than 12:00 noon
on the second Business Day following the
applicable trade date) to the Agent that made
or presented the offer to purchase the
applicable Note (in such capacity, the
"Offering Agent"), the Trustee and the
Issuing Agent at the following applicable
address: if to Merrill Lynch, to: Tritech
Services, #4 Corporate Place, Corporate Park
287, Piscataway, New Jersey 08854, Attention:
Nachman Kimerling / Final Prospectus Unit,
(908) 878-6526, telecopier (908) 878-6530; if
to Chase Securities Inc., to: 270 Park
Avenue, 8th Floor, New York, New York 10017,
Attention: Medium-Term Note Desk, (212) 834-
4421, telecopier: (212) 834-6081; Deutsche
Morgan Grenfell Inc., 31 West 52nd Street,
New York, New York 10019, (212) 469-7595,
telecopier: (212) 469-8173; Donaldson,
Lufkin & Jenrette Securities Corporation, 277
Park Avenue, New York, New York 10172, (212)
892-3035, telecopier: (212) 892-2682; if to
Edward Jones & Co., L.P., to: 12555
Manchester Road, St. Louis, Missouri 68131,
(314) 515-3344, telecopier: (314) 515-3301;
First Chicago Capital Markets, Inc., to: One
First National Plaza, Mail Suite 0595,
Chicago, Illinois 60670-0595, (312) 732-8270,
telecopier: (312) 732-4172; if to Goldman,
Sachs & Co., to: Karen Robertson, Medium-
Term Note Desk, Goldman, Sachs & Co. 85 Broad
Street, New York, New York 10004, (212) 902-
1000, telecopier: (212) 902-3000; if to J.P.
Morgan Securities Inc., to: Prospectus
Department - 44th Floor, 60 Wall Street, New
York, New York 10260-0060, (212) 648-8912,
telecopier: (212) 648-5377; if to Morgan
Stanley & Co. Incorporated, to: 1585
Broadway, 2nd Floor, New York, New York
10036, Attention: Medium-Term Note Trading
Desk, Carlos Cabrera, (212) 761-4000,
telecopier: (212) 761-0780; if to
NationsBanc Montgomery Securities, Inc., to:
100 North Tryon Street, Charlotte, North
Carolina 28255, NC1-007-07-01, Attention:
MTN Product Management, (704) 386-6616,
telecopier: (704) 388-9939; if to Smith
Barney Inc., to: 390 Greenwich Street, 4th
Floor, New York, New York 10013, Attention:
MTN Product Management/Origination, (212)
723-5123, telecopier: (212) 723-8854; and if
to the Trustee/Issuing Agent, to: The First
National Bank of Chicago, One First National
Plaza, Suite 0126, Chicago, Illinois 60670,
Attention: Corporate Trust Services
Division, (312) 407-1761, telecopier: (312)
407-1708. For record keeping purposes, one
copy of each Pricing Supplement, as so filed,
shall also be mailed or telecopied to
Skadden, Arps, Slate, Meagher & Flom LLP at
300 S. Grand Avenue, Suite 3400, Los
Angeles, California 90071, Attention: Gregg
A. Noel, Esq.
Outdated Pricing Supplements, and the
supplemented Prospectuses to which they are
attached (other than those retained for files)
will be destroyed.
Settlement: The receipt of immediately available funds by
the Company in payment for a Note and the
authentication and delivery of such Note
shall, with respect to such Note, constitute
"settlement." Offers accepted by the Company
will be settled from three to five Business
Days, or at a time as the purchaser and the
Company shall agree, pursuant to the
timetable for settlement set forth in Parts
II and III hereof under "Settlement
Procedures" with respect to Book-Entry Notes
and Definitive Notes, respectively (each such
date fixed for settlement is hereinafter
referred to as a "Settlement Date"). If
procedures A and B of the applicable
Settlement Procedures with respect to a
particular offer are not completed on or
before the time set forth under the
applicable "Settlement Procedures Timetable,"
such offer shall not be settled until the
Business Day following the completion of
settlement procedures A and B or such later
date as the purchaser and the Company shall
agree.
The foregoing settlement procedures may be
modified, with respect to any purchase of Notes
by an Agent as principal, if so agreed by the
Company and such Agent.
Procedure for Changing
Rates or Other
Variable Terms: When a decision has been reached to change the
interest rate or any other variable term on any
Notes being sold by the Company, the Company
will promptly advise the Agents and the Issuing
Agent by facsimile transmission and the Agents
will forthwith suspend solicitation of offers to
purchase such Notes. The Agents will telephone
the Company with recommendations as to the
changed interest rates or other variable terms.
At such time as the Company advises the Agents
and the Issuing Agent by facsimile transmission
of the new interest rates or other variable
terms, the Agents may resume solicitation of
offers to purchase such Notes. Until such time
only "indications of interest" may be recorded.
Immediately after acceptance by the Company of
an offer to purchase Notes at a new interest
rate or new variable term, the Company, the
Offering Agent and the Issuing Agent shall
follow the procedures set forth under the
applicable "Settlement Procedures."
Suspension of
Solicitation;
Amendment or
Supplement: The Company may instruct the Agents to
suspend solicitation of offers to purchase
Notes at any time. Upon receipt of such
instructions, the Agents will forthwith
suspend solicitation of offers to purchase
from the Company until such time as the
Company has advised them that solicitation
of offers to purchase may be resumed. If
the Company decides to amend or supplement
the Registration Statement or the
Prospectus (other than an amendment or
supplement providing solely for a change
in interest rates or made by the filing of
documents incorporated by reference) it
will furnish the Agents and their counsel
with copies of the proposed amendment or
supplement for their review and comment.
One copy of the document filed with the
Commission, along with a copy of the cover
letter sent to the Commission, will be
delivered or mailed to the Agents, their
counsel, the Trustee and the Issuing Agent
at the following respective addresses: MTN
Product Management, Merrill Lynch & Co.,
Merrill Lynch World Headquarters, North
Tower, World Financial Center, 10th Floor,
New York, New York 10281-1310, (212)
449-0351, telecopier: (212) 449-2234;
Chase Securities Inc., 270 Park Avenue,
8th Floor, New York, New York 10017, (212)
834-4421, telecopier: (212) 834-6081;
Deutsche Morgan Grenfell Inc., 31 West 52nd
Street, New York, New York 10019, (212) 469-
7595, telecopier: (212) 469-8173;
Donaldson, Lufkin & Jenrette Securities
Corporation, 277 Park Avenue, New York, New
York 10172, (212) 892-3035, telecopier:
(212) 892-2682; if to Edward Jones & Co.,
L.P. 12555 Manchester Road, St. Louis,
Missouri 68131, (314) 515-3344, telecopier:
(314) 515-3301; First Chicago Capital
Markets, Inc., One First National Plaza,
Suite 0595, Chicago, Illinois 60670, (312)
732-8270, telecopier: (312) 732-4172;
Goldman, Sachs & Co., Karen Robertson,
Medium-Term Note Desk, 85 Broad Street, New
York, New York 10004, (212) 902-9706,
telecopier: (212) 357-4451; J.P. Morgan
Securities Inc., Transaction Execution Group
- 13th Floor, 60 Wall Street, New York, New
York 10260, (212) 648-8906, telecopier:
(212) 648-5151; Morgan Stanley & Co.
Incorporated, 1585 Broadway, 2nd Floor, New
York, New York 10036, Attention: Manager:
Continuously Offered Products, (212) 761-
4000, telecopier: (212) 761-0780;
NationsBanc Montgomery Securities, Inc., 100
North Tryon Street, NC-1-007-07-01,
Charlotte, North Carolina 28255, Attention:
MTN Product Management, (704) 386-6616,
telecopier: (704) 388-9939; Smith Barney
Inc., 390 Greenwich Street, 4th Floor, New
York, New York 10013, MTN Marketing, (212)
723-5123, telecopier: (212) 723-8854. For
record keeping purposes, one copy of each
such document, as so filed, shall also be
mailed or telecopied to Skadden, Arps, Slate,
Meagher & Flom LLP at 300 S. Grand Avenue,
Suite 3400, Los Angeles, California 90071,
Attention: Gregg A. Noel, Esq.
In the event that at the time the
solicitation of offers to purchase from the
Company is suspended (other than to establish
or change interest rates, maturities, prices
or other similar variable terms with respect
to the Notes) there shall be any offers to
purchase Notes that have been accepted by the
Company that have not been settled, the
Company will promptly advise the Agents and
the Issuing Agent whether such offers may be
settled and whether copies of the Prospectus
as theretofore amended and/or Supplemented as
in effect at the time of the suspension may
be delivered in connection with the
settlement of such offers. The Company will
have the sole responsibility for such
decision and for any arrangements that may be
made in the event that the Company determines
that such offers may not be settled or that
copies of such Prospectus may not be so
delivered.
Delivery of Prospectus
and applicable
Pricing Supplement: A copy of the most recent Prospectus and
applicable Pricing Supplement must
accompany or precede the earlier of (a)
the written confirmation of a sale sent to
an investor or other purchaser or its
agent and (b) the delivery of Notes to an
investor or other purchaser or its agent.
Authenticity of
Signatures: The Agents will have no obligations or liability
to the Company, the Trustee or the Issuing Agent
in respect of the authenticity of the signature
of any officer, employee or agent of the
Company, the Trustee or the Issuing Agent on any
Note.
Documents Incorporated
by Reference: The Company shall supply the Agents with an
adequate supply of all documents incorporate by
reference in the Registration Statement.
Business Day: Unless otherwise provided in the Notes,
"Business Day" as used herein, means a day
that in The City of New York is not a day on
which banking institutions are authorized or
required by law or regulation to close and,
with respect to Notes as to which LIBOR is an
applicable Interest Rate Basis, is also a
London Business Day. "London Business Day"
means any day (a) if the Index Currency is
other than the European Currency Unit
("ECU"), on which dealings in deposits in
such Index Currency are transacted in the
London interbank market or (b) if the Index
Currency is the ECU, that is not designated
as an ECU Non-Settlement Day by the ECU
Banking Association in Paris or other wise
generally regarded in the ECU interbank
market as a day on which payments in ECUs
will not be made.
PART II: PROCEDURES FOR NOTES ISSUED
IN BOOK-ENTRY FORM
In connection with the qualification of Notes issued in
book-entry form for eligibility in the book-entry system maintained by DTC,
the Issuing Agent will perform the custodial, document control and
administrative functions described below, in accordance with its respective
obligations under a Letter of Representation from the Company and the Issuing
Agent to DTC, dated November 21, 1997, and a Certificate Agreement, dated May
26, 1989, between the Issuing Agent and DTC, as amended (the "Certificate
Agreement"), and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement System ("SDFS").
Issuance: All Fixed Rate Notes issued in book-entry form
(each, a "Book-Entry Note") having the same
Original Issue Date, interest rate, Day Count
Convention, redemption and/or repayment terms,
if any, and Stated Maturity Date (collectively,
the "Fixed Rate Terms") will be represented
initially by a single global security in fully
registered form without coupons (a "Registered
Global Security"); and all Floating Rate Notes
issued in book-entry form having the same
Original Issue Date, formula for the calculation
of interest (which may include terms specifying
whether such Floating Rate Note is a Regular
Floating Rate Note, Floating Rate/Fixed Rate
Note (and which must specify the Fixed Rate
Commencement Date), Inverse Floating Rate Note
(and which must specify the Fixed Interest
Rate)) and specifying the Interest Rate Basis,
which may be the CD Rate, the Commercial Paper
Rate, the Eleventh District Cost of Funds Rate,
the Federal Funds Rate, LIBOR, the Prime Rate,
the CMT Rate or the Treasury Rate or any other
rate set forth by the Company, Initial Interest
Rate, Index Maturity, Spread and/or Spread
Multiplier, if any, Minimum Interest Rate, if
any, Maximum Interest Rate, if any, redemption
and/or repayment terms, if any, and Stated
Maturity Date (collectively, "Floating Rate
Terms") will be represented initially by a
single Book-Entry Note; provided, however, that
in each case no single Book-Entry Note will
exceed $200,000,000 principal amount. See
"Denominations" below.
For other variable terms with respect to the
Fixed Rate Notes and Floating Rate Notes, see
the Prospectus and the applicable Pricing
Supplement.
Except as provided in the Indenture, no owner of
a beneficial interest in a Book-Entry Note shall
be entitled to receive any Note issued in
definitive form with respect to such beneficial
interest.
Identification: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau")
for the reservation of one series of CUSIP
numbers, which series consists of
approximately 900 CUSIP numbers that have
been reserved for and relating to
Book-Entry Notes and the Company has
delivered to each of the Trustee, the
Issuing Agent and DTC's Underwriting
Department such list of such CUSIP
numbers. The Company will assign CUSIP
numbers to Book-Entry Notes as described
below under Settlement Procedure B. DTC
will notify the CUSIP Service Bureau
periodically of the CUSIP numbers that the
Company has assigned to Book-Entry Notes.
The Trustee or the Issuing Agent, as the
case may be, will notify the Company at
any time when fewer than 100 of the
reserved CUSIP numbers remain unassigned
to Book-Entry Notes, and, if it deems
necessary, the Company will reserve and
obtain additional CUSIP numbers for
assignment to Book-Entry Notes. Upon
obtaining such additional CUSIP numbers,
the Company will deliver a list of such
additional numbers to the Trustee, the
Issuing Agent and DTC's Underwriting
Department. Book-Entry Notes having an
aggregate principal amount in excess of
$200,000,000 and otherwise required to be
represented by the same Registered Global
Security will instead be represented by an
additional Registered Global Security that
shall be assigned the same CUSIP number.
Registration: Unless otherwise specified by DTC, each
Book-Entry Note will be registered in the name
of Cede & Co., as nominee for DTC, on the
register maintained by the Issuing Agent under
the Indenture. The beneficial owner of a
beneficial interest in a Book-Entry Note (or one
or more indirect participants in DTC designated
by such owner) will designate one or more
participants in DTC (with respect to such Note
issued in book-entry form, the "Participants")
to act as agent for such beneficial owner in
connection with the book-entry system maintained
by DTC, and DTC will record in book-entry form,
in accordance with instructions provided by such
Participants, a credit balance with respect to
such Note issued in book-entry form in the
account of such Participants. The ownership
interest of such beneficial owner in such Note
issued in book-entry form will be recorded
through the records of such Participants or
through the separate records of such
Participants and one or more indirect
participants in DTC.
Transfers: Transfers of beneficial ownership interests in a
Book-Entry Note will be accomplished by book
entries made by DTC and, in turn, by
Participants (and in certain cases, one or more
indirect participants in DTC) acting on behalf
of beneficial transferors and transferee of such
Book-Entry Note.
Exchanges: The Issuing Agent may deliver to DTC and the
CUSIP Service Bureau at any time a written
notice specifying (a) the CUSIP numbers of two
or more Book-Entry Notes outstanding on such
date that represent Book-Entry Notes having the
same Fixed Rate Terms or Floating Rate Terms, as
the case may be (other than Original Issue
Dates), and for which interest has been paid to
the same date; a date, occurring at least 30
days after such written notice is delivered and
at least 30 days before the next Interest
Payment Date for the related Notes issued in
book-entry form, on which such Book-Entry Notes
shall be exchanged for a single replacement
Book-Entry Note; and (c) a new CUSIP number,
obtained from the Company, to be assigned to
such replacement Book-Entry Note. Upon receipt
of such a notice, DTC will send to its
Participants (including the Issuing Agent) a
written reorganization notice to the effect that
such exchange will occur on such date. Prior to
the specified exchange date, the Issuing Agent
will deliver to the CUSIP Service Bureau written
notice setting forth such exchange date and the
new CUSIP number and stating that, as of such
exchange date, the CUSIP numbers of the
Book-Entry Notes to be exchanged will no longer
be valid. On the specified exchange date, the
Issuing Agent will exchange such Book-Entry
Notes for a single Book-Entry Note bearing the
new CUSIP number and the CUSIP numbers of the
exchanged Book-Entry Notes will, in accordance
with CUSIP Service Bureau procedures, be
canceled and not immediately reassigned.
Notwithstanding the foregoing, if the Book-Entry
Notes to be exchanged exceed $200,000,000 in
aggregate principal amount, one replacement
Book-Entry Note will be authenticated and issued
to represent each $200,000,000 of principal
amount of the exchanged Book-Entry Notes and an
additional Book-Entry Note or Notes will be
authenticated and issued to represent any
remaining principal amount of such Book-Entry
Notes (see "Denominations" below).
Denominations: All Notes issued in book-entry form will be
denominated in U.S. dollars. Notes issued in
book-entry form will be issued in denominations
of $1,000 and integral multiples of $1,000 in
excess thereof. Book-Entry Notes will be
denominated in principal amounts not in excess of
$200,000,000. If one or more Notes issued in
book-entry form having an aggregate principal
amount in excess of $200,000,000 would, but for
the preceding sentence, be represented by a
single Book-Entry Note, then one Book-Entry Note
will be issued to represent each $200,000,000
principal amount of such Note or Notes issued in
book-entry form and an additional Book-Entry
Note or Notes will be issued to represent any
remaining principal amount of such Note or Notes
issued in book-entry form. In such a case, each
of the Book-Entry Notes representing such Note
or Notes issued in book-entry form shall be
assigned the same CUSIP number.
Payments of Principal
and Interest: Payments of Interest Only. Promptly after
each record date, the Issuing Agent will
deliver to the Company and DTC a written
notice specifying by CUSIP number the
amount of interest to be paid on each
Book-Entry Note on the following Interest
Payment Date (other than an Interest
Payment Date coinciding with Maturity) and
the total of such amounts. DTC will
confirm the amount payable on each
Book-Entry Note on such Interest Payment
Date by reference to the daily bond
reports published by Standard & Poor's
Corporation. On such Interest Payment
Date, the Company will pay to the Issuing
Agent in immediately available funds an
amount sufficient to pay the interest then
due and owing, and upon receipt of such
funds from the Company, the Issuing Agent
in turn will pay to DTC, such total amount
of interest due (other than at Maturity),
at the times and in the manner set forth
below under "Manner of Payment."
Notice of Interest Payments and Record Dates.
Promptly after each Interest Determination Date
for Floating Rate Notes issued in book-entry
form, the Issuing Agent will notify each of
Moody's Investors Services, Inc. and Standard &
Poor's Corporation of the interest rates
determined on such Interest Determination Date.
Payments at Maturity. On or about the first
Business Day of each month, the Issuing Agent
will deliver to the Company and DTC a written
list of principal, interest and premium, if any,
to be paid on each Book-Entry Note maturing
either at the Stated Maturity Date, on a
redemption date in, or for which an Option to
Elect Repayment has been received with respect
to, the following month. The Issuing Agent, the
Company and DTC will confirm the amounts of such
principal, premium, if any, and interest
payments with respect to a Book-Entry Note on or
about the fifth Business Day preceding the
Maturity of such Book-Entry Note. At such
Maturity, the Company will pay to the Issuing
Agent in immediately available funds an amount
sufficient to make such Maturity payment, and
upon receipt of such funds the Issuing Agent in
turn will pay to DTC, the principal amount of
such Note, together with interest and premium,
if any, due at such Maturity, at the times and
in the manner set forth below under "Manner of
Payment". Promptly after payment to DTC of the
principal, interest and premium, if any, due at
the Maturity of such Book-Entry Note, the
Issuing Agent will cancel such Book-Entry Note
and deliver it to the Company with an
appropriate debit advice. On the first Business
Day of each month, the Issuing Agent will
deliver to the Company a written statement
indicating the total principal amount of
outstanding Book-Entry Notes as of the close of
business on the immediately preceding Business
Day.
Manner of Payment. The total amount of any
principal, premium, if any, and interest due on
Book-Entry Notes on any Interest Payment Date or
at Maturity shall be paid by the Company to the
Issuing Agent in funds available for use by the
Issuing Agent no later than 1:00 P.M., New York
City time, on such date. The Company will make
such payment on such Book-Entry Notes to an
account specified by the Issuing Agent. Upon
receipt of such funds, the Issuing Agent will
pay by separate wire transfer (using Fedwire
message entry instructions in a form previously
specified by DTC) to an account at the Federal
Reserve Bank of New York previously specified
by DTC, in funds available for immediate use by
DTC, each payment of interest, principal and
premium, if any, due on a Book-Entry Note on
such date. Thereafter on such date, DTC will
pay, in accordance with its SDFS operating
procedures then in effect, such amounts in funds
available for immediate use to the respective
Participants in whose names such Notes are
recorded in the book-entry system maintained by
DTC. Neither the Company, the Issuing Agent nor
the Trustee shall have any responsibility or
liability for the payment by DTC of the
principal of, premium, if any, or interest on,
the Book-Entry Notes to such Participants.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld
from any interest payment on a Note will be
determined and withheld by the Participant,
indirect participant in DTC or other Person
responsible for forwarding payments and
materials directly to the beneficial owner of
such Note.
Settlement
Procedures: Settlement Procedures with regard to each Note
in book-entry form purchased by each Agent, as
principal, or sold by each Agent, as agent of
the Company, will be as follows:
A. The Offering Agent will advise the Company
by telephone, confirmed by facsimile, of
the following Settlement information:
1. Principal amount of the Note.
2. (a) Fixed Rate Notes:
(i) Interest Rate
(ii) Interest Payment
Dates
(iii) Day Count Convention
(A) 30/360
(B) Actual/360
(C) Actual/Actual
(and applicable
periods)
(b) Floating Rate Notes:
(i) specify if:
(A) Regular
Floating Rate
(B) Floating
Rate/Fixed
Rate (Fixed
Rate
Commencement
Date)
(C) Inverse
Floating
Rate (Fixed
Interest Rate)
(ii) Interest Rate Basis
or Bases (and if
CMT Rate Notes,
the designated
CMT Telerate page
and the
designated CMT
Maturity Index)
(iii) Initial Interest
Rate
(iv) Spread and/or Spread
Multiplier, if any
(v) Initial Interest
Reset Date and
Interest Reset
Dates
(vi) Interest Rate Reset
Period
(vii) Interest Payment
Dates
(viii) Interest Payment
Period
(ix) Record Dates
(x) Index Maturity
(xi) Maximum and Minimum
Interest Rates,
if any
(xii) Day Count Convention
(A) Actual/360
(B) Actual/ Actual
(and applicable
periods)
(xiii) Calculation Agent
3. Price to public, if any, of the Note
(or whether the Note is being
offered at varying prices relating
to prevailing market prices at time
of resale as determined by the
Offering Agent).
4. Trade Date.
5. Settlement Date (Original Issue
Date).
6. Stated Maturity Date.
7. Redemption provisions, if any,
including Initial Redemption Date,
Initial Redemption Percentage and
Annual Redemption Percentage
Reduction.
8. Optional Repayment Date(s).
9. Net proceeds to the Company.
10. The Offering Agent's commission or
underwriting discount.
11. Whether such Notes are being sold to
the Offering Agent as principal or
to an investor or other purchaser
through the Offering Agent acting as
agent for the Company.
12. Whether such Note is being issued
with Original Issue Discount and the
terms thereof.
13. Such other information specified
with respect to the Notes
(whether by Addendum or
otherwise).
B. The Company will assign a CUSIP number to
the Book-Entry Note representing such Note
and then advise the Issuing Agent by
facsimile transmission or other electronic
transmission of the above settlement
information received from the Offering
Agent, such CUSIP number and the name of
the Offering Agent.
C. The Issuing Agent will communicate to DTC
and the Offering Agent through DTC's
Participant Terminal System, a pending
deposit message specifying the following
settlement information:
1. The information set forth in the
Settlement Procedure A.
2. Identification numbers of the
participant accounts maintained by
DTC on behalf of the Issuing Agent
and the Offering Agent.
3. Identification of the Book-Entry
Note as a Fixed Rate Book-Entry Note
or Floating Rate Book-Entry Note.
4. Initial Interest Payment Date for
such Note, number of days by which
such date succeeds the related
record date for DTC purposes (or, in
the case of Floating Rate Notes that
reset daily or weekly, the date five
calendar days preceding the Interest
Payment Date) and, if then
calculable, the amount of interest
payable on such Interest Payment
Date (which amount shall have been
confirmed by the Issuing Agent).
5. CUSIP number of the Book-Entry Note
representing such Note.
6. Whether such Book-Entry Note
represents any other Notes issued or
to be issued in book-entry form.
DTC will arrange for each pending deposit
message described above to be transmitted
to Standard & Poor's Corporation, which
will use the information in the message to
include certain terms of the related
Book-Entry Note in the appropriate daily
bond report published by Standard & Poor's
Corporation.
D. The Issuing Agent complete and
authenticate the Book-Entry Note
representing such Note.
E. DTC will credit such Note to the
participant account of the Issuing Agent
maintained by DTC.
F. The Issuing Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to
debit such Note to the Issuing Agent's
participant account and credit such Note
to the participant account of the Offering
Agent maintained by DTC and (ii) to debit
the settlement account of the Offering
Agent and credit the settlement account of
the Issuing Agent maintained by DTC, in an
amount equal to the price of such Note
less such Offering Agent's discount or
underwriting commission, as applicable.
Any entry of such a deliver order shall be
deemed to constitute a representation and
warranty by the Issuing Agent to DTC that
(i) the Book-Entry Note representing such
Note has been issued and authenticated and
(ii) the Issuing Agent is holding such
Book-Entry Note pursuant to the
Certificate Agreement.
G. In the case of Notes sold through an
Offering Agent, as agent, the Offering
Agent will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC (i) to debit such Note to
the Offering Agent's participant account
and credit such Note to the participant
account of the Participants maintained by
DTC and (ii) to debit the settlement
accounts of such participants and credit
the settlement account of the Offering
Agent maintained by DTC in an amount equal
to the initial public offering price of
such Note.
H. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures F and G will be settled in
accordance with SDFS operating procedures
in effect on the Settlement Date.
I. Upon receipt, the Issuing Agent will pay
the Company, by wire transfer of
immediately available funds to an account
specified by the Company to the Issuing
Agent from time to time, in the amount
transferred to the Issuing Agent in
accordance with Settlement Procedure F.
J. The Issuing Agent will send a copy of the
Book-Entry Note by first class mail to the
Company together with a statement setting
forth the principal amount of Notes
outstanding as of the related Settlement
Date after giving effect to such
transaction and all other offers to
purchase Notes of which the Company has
advised the Issuing Agent but that have
not yet been settled.
K. If the Note was sold through the Offering
Agent, as agent, the Offering Agent will
confirm the purchase of such Note to the
investor or other purchaser either by
transmitting to the Participant with
respect to such Note a confirmation order
through DTC's Participant Terminal System
or by mailing a written confirmation to
such investor or other purchaser.
Settlement Procedures
Timetable: For offers to purchase Notes accepted by the
Company, Settlement Procedures "A" through "K"
set forth above shall be completed as soon as
possible but not later than the respective time
(New York City time) set forth below:
Settlement
Procedure Time
--------- ----
A 11:00 A.M. on the
trade date
B As soon as practicable
following the trade, but
in no event later than
12:00 noon on the Second
Business Day immediately
preceding the Settlement
Date
C As soon as practicable
following the trade, but
in no event later than
2:00 P.M. on the second
Business Day immediately
preceding the Settlement
Date
D 9:00 A.M. on Settlement
Date
E 10:00 A.M. on Settlement
Date
F-G No later than 2:00
P.M. on Settlement Date
H 4:45 P.M. on Settlement
Date
I-J 5:00 P.M. on Settlement
Date
If a sale is to be settled more than one
Business Day after the trade date, Settlement
Procedures A, B and C may, if necessary, be
completed at any time prior to the specified
times on the first Business Day after such trade
date. Settlement Procedure H is subject to
extension in accordance with any extension of
Fedwire closing deadlines and in the other
events specified in the SDFS operating
procedures in effect on the Settlement Date.
If settlement of a Note issued in book-entry
form is rescheduled or canceled, the Issuing
Agent will deliver to DTC, through DTC's
Participant Terminal System, a cancellation
message to such effect by no later than 2:00
P.M., New York City time, on the Business Day
immediately preceding the scheduled Settlement
Date.
Failure to Settle: If the Issuing Agent fails to enter an SDFS
deliver order with respect to a Book-Entry Note
issued in book-entry form pursuant to Settlement
Procedure F. The Issuing Agent may deliver to
DTC, through DTC's participant Terminal System,
as soon as practicable a withdrawal message
instructing DTC to debit such Note to the
participant account of the Issuing Agent
maintained at DTC. DTC will process the
withdrawal message, provided that such
participant account contains a principal amount
of the Book-Entry Note representing such Note
that is at least equal to the principal amount to
be debited. If withdrawal messages are
processed with respect to all the Notes
represented by a Book-Entry Note, the Issuing
Agent will mark such Book-Entry Note "canceled,"
make appropriate entries in its records and send
certification of destruction of such canceled
Book-Entry Note to the Company. The CUSIP number
assigned to such Book-Entry Note shall, in
accordance with CUSIP Service Bureau procedures,
be canceled and not immediately reassigned. If
withdrawal messages are processed with respect
to a portion of the Notes represented by a
Book-Entry Note, the Issuing Agent will exchange
such Book-Entry Note for two Book-Entry Notes,
one of which shall represent the Book-Entry
Notes for which withdrawal messages are
processed and shall be canceled immediately
after issuance, and the other of which shall
represent the other Notes previously represented
by the surrendered Book-Entry Note and shall
bear the CUSIP number of the surrendered
Book-Entry Note.
In the case of any Note sold through the
Offering Agent, as agent, if the purchase price
for any Book-Entry Note is not timely paid to
the Participants with respect to such Note by
the beneficial investor or other purchaser
thereof (or a person, including an indirect
participant in DTC, acting on behalf of such
investor or other purchaser), such Participants
and, in turn, the related Offering Agent may
enter SDFS deliver orders through DTC's
Participant Terminal System reversing the orders
entered pursuant to settlement Procedures F and
G, respectively. Thereafter, the Issuing Agent
will deliver the withdrawal message and take the
related actions described in the preceding
paragraph. If such failure shall have occurred
for any reason other than default by the
applicable Offering Agent to perform its
obligations hereunder or under the Distribution
Agreement, the Company will reimburse such
Offering Agent on an equitable basis for its
reasonable loss of the use of funds during the
period when the funds were credited to the
account of the Company.
Notwithstanding the foregoing, upon any failure
to settle with respect to a Book-Entry Note, DTC
may take any actions in accordance with its SDFS
operating procedures then in effect. In the
event of a failure to settle with respect to a
Note that was to have been represented by a
Book-Entry Note also representing other Notes,
the Issuing Agent will provide, in accordance
with Settlement Procedure D, for the
authentication and issuance of a Book-Entry Note
representing such remaining Notes and will make
appropriate entries in its records.
PART III: PROCEDURES FOR NOTES ISSUED
IN DEFINITIVE FORM
Denominations: The Definitive Notes will be issued in
denominations of $1,000 and integral multiples
thereof, unless otherwise specified in the
applicable Pricing Supplement.
Payments of Principal
and Interest: Upon presentment and delivery of the Definitive
Note, the Issuing Agent upon receipt of
immediately available funds from the Company
will pay the principal amount of each
Definitive Note at Maturity and the final
installment of interest in immediately
available funds. All interest payments on a
Definitive Note, other than interest due at
Maturity, will be made at the office or
agency of the Company maintained by the
Company for such purpose in the Borough of
Manhattan, The City of New York, or, at the
option of the Company, may be made by check
mailed to the address of the person entitled
thereto as such address shall appear in the
registry books of the Company. However,
holders of $10,000,000 or more in aggregate
principal amount of Definitive Notes having
the same Interest Payment Dates will, at the
option of the Company, be entitled to receive
payments of interest, other than at Maturity,
by wire transfer of immediately available
funds if appropriate wire transfer
instructions have been received in writing by
the Issuing Agent not less than 15 days prior
to the applicable Interest Payment Date.
Such wire instructions, upon receipt by the
Trustee, shall remain in effect until revoked
by such Holder.
The Issuing Agent will provide monthly to the
Company a list of the principal, premium, if
any, and interest in each currency to be paid on
Definitive Notes maturing in the next succeeding
month. The Issuing Agent will be responsible
for withholding taxes on interest paid as
required by applicable law, but shall be
relieved from any such responsibility if it acts
in good faith and in reliance upon an opinion of
counsel.
Definitive Notes presented to the Issuing Agent
at Maturity for payment will be canceled by the
Issuing Agent. All canceled Definitive Notes
held by the Issuing Agent shall be destroyed,
and the Issuing Agent shall furnish to the
Company a certificate with respect to such
destruction.
Settlement
Procedures: Settlement Procedures with regard to each
Definitive Note purchased by any Agent, as
principal, or through any Agent, as agent, shall
be as follows:
A. The Offering Agent will advise the Company
by telephone of the following Settlement
information with regard to each Note:
1. Exact name in which the Definitive
Note(s) is to be registered (the
"Registered Owner")
2. Exact address or addresses of the
Registered Owner for delivery,
notices and payments of principal
and interest.
3. Taxpayer identification number of
the Registered Owner.
4. Principal amount of the Definitive
Note.
5. Denomination of the Definitive Note.
6. (a) Fixed Rate Notes:
(i) Interest Rate
(ii) Interest Payment
Dates
(iii) Day Count Convention
(A) 30/360
(B) Actual/360
(C) Actual/ Actual
(and
applicable
periods)
(b) Floating Rate Notes:
(i) specify if:
(A) Regular
Floating Rate
(B) Floating
Rate/Fixed
Rate (Fixed
Rate
Commencement
Date)
(C) Inverse
Floating Rate
(Fixed
Interest
Rate)
(ii) Interest Rate Basis
or Bases (and if
CMT Rate Notes,
the designated
CMT Telerate page
and the
designated CMT
Maturity Index)
(iii) Initial Interest
Rate
(iv) Spread and/or Spread
Multiplier, if
any
(iv) Initial Interest,
Reset Date and
Interest Reset
Dates
(vi) Interest Rate Reset
Period
(vii) Interest Payment
Dates
(viii) Interest Payment
Period
(ix) Regular Record
Dates
(x) Index Maturity
(xi) Maximum and Minimum
Interest Rates,
if any
(xii) Day Count Convention
(A) Actual/360
(B) Actual/
Actual (and
applicable
periods)
(xiii) Calculation Agent
7. Price to public of the Definitive
Note (or whether the Note is being
offered at varying prices relating
to prevailing market prices at time
of resale as determined by the
Offering Agent).
8. Trade Date.
9. Settlement Date (Original Issue
Date).
10. Stated Maturity Date.
11. Redemption provisions, if any,
including Initial Redemption Date,
Initial Redemption Percentage and
Annual Redemption Percentage
Reduction.
12. Optional Repayment Date(s)
13. Net proceeds to the Company.
14. The Offering Agent's commission or
underwriting discount.
15. Whether such Notes are being sold to
the Offering Agent as principal or
to an investor or other purchaser
through the Offering Agent acting as
agent for the Company.
16. Whether such Note is being issued
with Original Issue Discount and the
terms thereof.
17. Such other information specified with
respect to the Notes (whether by
Addendum or otherwise).
B. After receiving such settlement
information from the Offering Agent, the
Company will advise the Issuing Agent of
the above settlement information by
facsimile transmission confirmed by
telephone. The Company will prepare a
Pricing Supplement to the Prospectus and
deliver copies to the Agent and will cause
the Issuing Agent to issue, authenticate
and deliver Notes.
C. The Issuing Agent will complete the
Definitive Note in the form approved by
the Company, the Offering Agent and the
Issuing Agent, and will make three copies
thereof (herein called "Stub 1", "Stub 2"
and "Stub 3"):
1. Definitive Note with the Offering
Agent's confirmation, if traded on a
principal basis, or the Offering
Agent's customer confirmation, if
traded on an agency basis.
2. Stub l for Issuing Agent.
3. Stub 2 for Offering Agent.
4. Stub 3 for the Company.
D. With respect to each trade, the Issuing
Agent will deliver the Definitive Notes
and Stub 2 thereof to the Offering Agent
at the following applicable address:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Money Market Clearance -
MTNs, 75 Barclay Street, Ground Floor
Window C, New York, New York 10080,
Attention: Kevin Brennan, (212) 602-6333,
telecopier (212) 602-6332; Chase
Securities Inc., 55 Water Street, Room
226, New York, New York 10041, Attention:
Window 17 and 18, (212) 638-4787,
telecopier (212) 638-5618; Deutsche Morgan
Grenfell Inc., 31 West 52nd Street, New
York, New York 10019, (212) 469-7595,
telecopier: (212) 469-8173; Donaldson,
Lufkin & Jenrette Securities Corporation,
277 Park Avenue, New York, New York 10172,
(212) 892-3035, telecopier: (212)
892-2682; Edward Jones & Co., L.P. 12555
Manchester Road, St. Louis, Missouri
68131, (314) 515-3344, telecopier: (314)
515-3301; First Chicago Capital Markets,
Inc., One First National Plaza, Suite
0595, Chicago, Illinois 60670,
Attention: Corporate Securities
Structuring, (312) 732-8270,
telecopier: (312) 732-4172; Goldman,
Sachs & Co., Corporate Bond Operations,
85 Broad Street, New York, New York
10004; J.P. Morgan Securities Inc.,
c/o NSCC - NY Window, 55 Water Street,
Plaza Level, New York, New York 10041,
Attention: Bill Davis; Morgan Stanley
& Co. Incorporated, c/o Bank of New
York, One Wall Street, Third Floor,
Dealers Clearance, Window B, New York,
New York, 10005; NationsBanc
Montgomery Securities, Inc., c/o Bank
of New York, One Wall Street, Third
Floor, Dealers Clearance, Window B, New
York, New York, 10005; Smith Barney
Inc., 390 Greenwich Street, 3rd Floor,
New York, New York 10013, Attention:
Syndicate Operations - Richard Muszel,
(212) 723-4850, telecopier: (212) 723-
8904. The Issuing Agent will keep Stub
1. The Offering Agent will acknowledge
receipt of the Definitive Note through
a broker's receipt and will keep Stub
2. Delivery of the Definitive Note
will be made only against such
acknowledgment of receipt. Upon
determination that the Definitive Note
has been authorized, delivered and
completed as aforementioned, the
Offering Agent will wire the net
proceeds of the Definitive Note after
deduction of its applicable commission
to the Company pursuant to standard
wire instructions given by the Company.
E. In the case of Notes sold through the
Offering Agent, as agent, the Offering
Agent will deliver the Definitive Note
(with confirmations), as well as a copy of
the Prospectus and any applicable Pricing
Supplement or Supplements received from
the Issuing Agent to the purchaser against
payment in immediately available funds.
F. The Issuing Agent will send Stub 3 to the
Company.
Settlement
Procedures
Timetable: For offers to purchase Definitive Notes accepted
by the Company, Settlement Procedures "A"
through "F" set forth above shall be completed
as soon as possible but not later than the
respective times (New York City time) set forth
below:
Settlement
Procedure Time
--------- ----
A 11:00 A.M. on the trade
date
B 3:00 P.M. on Business Day
prior to Settlement Date
C-D 2:15 P.M. on Settlement
Date
E 3:00 P.M. on Settlement
Date
F 5:00 P.M. on Settlement
Date
Failure to Settle: In the case of Notes sold through the Offering
Agent, as agent, if an investor or other
purchaser of a Definitive Note from the Company
shall either fail to accept delivery of or make
payment for a Definitive Note on the date fixed
for settlement, the Offering Agent will
forthwith notify the Issuing Agent and the
Company by telephone, confirmed in writing, and
return the Definitive Note to the Issuing Agent.
The Issuing Agent, upon receipt of the
Definitive Note from the Offering Agent, will
immediately advise the Company and the Company
will promptly arrange to credit the account of
the Offering Agent in an amount of immediately
available funds equal to the amount previously
paid to the Company by such Offering Agent in
settlement for the Definitive Note. Such
credits will be made on the Settlement Date if
possible, and in any event not later than the
Business Day following the Settlement Date;
provided, however, that the Company has received
notice on the same day. If such failure shall
have occurred for any reason other than failure
by such Offering Agent to perform its
obligations hereunder or under the Distribution
Agreement, the Company will reimburse such
Offering Agent on an equitable basis for its
reasonable loss of the use of funds during the
period when the funds were credited to the
account of the Company. Immediately upon
receipt of the Definitive Note in respect of
which the failure occurred, the Issuing Agent
will cancel and destroy the Definitive Note, make
appropriate entries in its records to reflect
the fact that the Note was never issued, and
accordingly notify in writing the Company.
[FORM OF FIXED RATE DEFINITIVE MEDIUM-TERM NOTE, SERIES 3]
REGISTERED PRINCIPAL AMOUNT
No. FX____ CUSIP NO. __________ $__________
SUNAMERICA INC.
MEDIUM-TERM NOTE, SERIES 3
(Fixed Rate)
NAME AND ADDRESS HOLDER'S TAXPAYER
OF HOLDER: IDENTIFICATION NO.:
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATES:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE
REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO
[ ] ACTUAL/360 FOR THE PERIOD FROM TO
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
SUNAMERICA INC., a Maryland corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to the
HOLDER IDENTIFIED ABOVE or registered assigns, the Principal Amount specified
above on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay interest
thereon at the Interest Rate per annum specified above, until the principal
hereof is paid or duly made available for payment. Reference herein to "this
Note," "hereof," "herein" and comparable terms shall include an Addendum
hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date next succeeding
the Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and the date on
which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a record date
(as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date. Except as provided above, interest payments will be made
on the Interest Payment Dates shown above. Unless otherwise specified above,
the "record date" shall be the date 15 calendar days (whether or not a
Business Day) prior to the applicable Interest Payment Date. Interest on this
Note will accrue from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for or, if no interest has been
paid, from the Original Issue Date specified above, to, but excluding such
Interest Payment Date. If the Maturity or an Interest Payment Date falls on a
day which is not a Business Day as defined below, the payment due on such
Maturity or Interest Payment Date will be paid on the next succeeding Business
Day with the same force and effect as if made on such Maturity or Interest
Payment Date, as the case may be, and no interest shall accrue with respect to
such payment for the period from and after such Maturity or Interest Payment
Date. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will as provided in the Indenture be paid to the Person
in whose name this Note is registered at the close of business on the record
date for such Interest Payment Date. Any such interest which is payable, but
not punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such record date, and may be paid to the Person in whose
name this Note is registered at the close of business on a subsequent record
date (which shall be not less than five Business Days prior to the date of
payment of such Defaulted Interest) established by notice given by mail by or
on behalf of the Issuer to the Holder of this Note not less than 15 days
preceding such subsequent record date, all as more fully provided in the
Indenture.
Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payments of public and private debts; provided, however, that at
the option of the Company, payment of interest due other than at Maturity may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the registry books of the Company; and provided,
further, that the repayment of the principal of and interest on this Note on
any Optional Repayment Date(s), if any, indicated above shall be made upon
satisfaction of the provisions herein; and provided, further, that AT THE
OPTION OF THE COMPANY, the Holder of Notes with an aggregate principal amount
of $10,000,000 or more will be entitled to receive payments of principal of
and interest on this Note by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Trustee not
less than 15 days prior to the applicable payment date. Such wire
instructions, upon receipt by the Trustee, shall remain in effect until
revoked by such Holder.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee (as defined below) under the
Indenture, by the manual signature of one of its authorized officers, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
This Note is one of a duly authorized series of Securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series 3 (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of April 15, 1993, as amended (herein
called the "Indenture") between the Company and The First National Bank of
Chicago, a national banking association (the "Trustee," which term includes
any successor Trustee with respect to the Notes under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights thereunder of the Company, the Trustee
and the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise.
Unless otherwise provided above and in accordance with the
provisions herein, this Note is not subject to any sinking fund and is not
redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company
on any date on and after the Initial Redemption Date, if any, specified above.
If no Initial Redemption Date is set forth above, this Note may not be
redeemed prior to the Stated Maturity Date. On and after the Initial
Redemption Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the Company at the
applicable Redemption Price (as defined below), together with accrued interest
hereon at the applicable rate payable to the date of redemption (each such
date, a "Redemption Date"), on written notice given not more than 60 nor less
than 30 days prior to the Redemption Date and in accordance with the
provisions of the Indenture. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.
This Note may be subject to repayment at the option of the
Holder on any Optional Repayment Date(s), if any, indicated above. If no
Optional Repayment Date(s) are set forth above, this Note may not be so repaid
at the option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal hereof shall be at
least $1,000) at the option of the Holder hereof at a repayment price, unless
otherwise specified above, equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment. For this
Note to be repaid in whole or in part at the option of the Holder hereof, this
Note must be received, with the form entitled "Option to Elect Repayment"
below duly completed, by the Trustee at its Corporate Trust Office, or such
other address of which the Company shall from time to time notify the Holders
of the Notes, not more than 60 nor less than 30 days prior to the related
Optional Repayment Date. Exercise of such repayment option by the Holder
hereof shall be irrevocable.
Interest payments on this Note shall include interest accrued
from, and including, the Original Issue Date indicated above, or the most
recent date to which interest has been paid or duly provided for, to, but
excluding, the related Interest Payment Date or Maturity, as the case may be.
Interest payments for this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months if the Day Count Convention specified
above is "30/360" for the period specified thereunder, on the basis of the
actual number of days in the related month and a 360-day year if the Day Count
Convention specified above is "Actual/360" for the period specified thereunder
or on the basis of the actual number of days in the related year and month if
the Day Count Convention specified above is "Actual/Actual" for the period
specified thereunder.
As used herein, "Business Day" means, unless otherwise
specified above, any day that in The City of New York is not a day on which
banking institutions are authorized or required by law or regulation to close.
Any provision contained herein with respect to the calculation
of the rate of interest applicable to this Note, its payment dates or any
other matter relating hereto may be modified as specified in an Addendum
relating hereto if so specified above.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Indenture then Outstanding and affected, voting as one class, to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Indenture or modify in any manner the rights of the Holders of the
Securities of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the Holder of each outstanding
Security affected thereby, (i) extend the stated maturity of the principal of
any Security, or reduce the principal amount thereof or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof or change the currency in which the principal thereof
(including any amount in respect of original issue discount) or interest
thereon is payable or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy or impair the
right to institute suit for the enforcement of any payment on any Security
when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Indenture, the consent of the
Holders of which is required for any such modification. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating
the maturity of such Securities, the Holders of a majority in aggregate
principal amount Outstanding of the Securities of such series (or, in the case
of certain defaults or Events of Default, all or certain series of the
Securities) may on behalf of the Holders of all the Securities of such series
(or all or certain series of the Securities, as the case may be) waive any
such past default or Event or Default and its consequences. The preceding
sentence shall not, however, apply to a default in the payment of the
principal of or interest on any of the Securities. Any such consent or waiver
by the Holder of this Note (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and any Notes which may be issued in exchange or
substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.
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 interest on
this Note at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the registry
books of the Company, upon surrender of this Note for registration of transfer
at the office or agency of the Company maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or by its attorney
duly authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed, manually or in facsimile, and in imprint or facsimile of its
corporate seal to be imprinted hereon.
[FACSIMILE OF SEAL] SUNAMERICA INC.
By:
----------------------------
Name:
Title:
Attest:
By:
----------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:
----------------------------
Authorized officer
Dated:
--------------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at ______________________
_____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which the Company
shall from time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to the Optional Repayment Date, if any, shown on the
face of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000) which
the Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the
portion not being repaid).
$
------------ ------------------------------------------
NOTICE: The signature on this Option to
Date: Elect Repayment must correspond with the
--------------- name as written upon the face of this Note
in every particular, without alteration or
enlargement or any change whatever.
Signature Guarantee:
- --------------------------
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto (insert Taxpayer Identification no.)
__________________________________________________________________
__________________________________________________________________ (Please
print or typewrite name and address including postal zip code of assignee)
_____________________________________________________ the within Note and all
rights thereunder, hereby irrevocably constituting and appointing
________________________________________ attorney to transfer said Note on the
books of the Company with full power of substitution in the premises.
Dated:
---------------
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or
enlargement or any change whatsoever.
Signature Guarantee:
- ------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.
TEN COM -- as tenants in common
UNIF GIFT MIN ACT -- . . . . . . . . . . . . . . . Custodian . . . . . . . .
(Cust) (Minor)
Under Uniform Gifts to Minors Act
. . . . . . . . . . . . . . . . . . .
(State)
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the
above list.
[FORM OF FIXED RATE GLOBAL MEDIUM-TERM NOTE, SERIES 3]
Unless and until this certificate is exchanged in whole or in
part for Notes in definitive registered form, this Note may not be transferred
except as a whole by The Depository Trust Company, a New York corporation
("DTC"), to its nominee or by its nominee to DTC or another nominee of DTC or
by DTC or any such nominee to a successor Depositary or a nominee of such
successor Depositary. Any certificate issued in exchange herefor shall be
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment in respect hereof shall
be made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC).
REGISTERED PRINCIPAL AMOUNT
No. FX____ CUSIP NO. __________
SUNAMERICA INC.
MEDIUM-TERM NOTE, SERIES 3
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATES:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE
REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO
[ ] ACTUAL/360 FOR THE PERIOD FROM TO
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
SUNAMERICA INC., a Maryland corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the Principal Amount specified above on the Stated
Maturity Date specified above (except to the extent redeemed or repaid prior to
the Stated Maturity Date), and to pay interest thereon at the Interest Rate per
annum specified above, until the principal hereof is paid or duly made
available for payment. Reference herein to "this Note," "hereof," "herein"
and comparable terms shall include an Addendum hereto if an Addendum is
specified above.
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date next succeeding
the Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and the date on
which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a record date
(as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date. Except as provided above, interest payments will be made
on the Interest Payment Dates shown above. Unless otherwise specified above,
the "record date" shall be the date 15 calendar days (whether or not a
Business Day) prior to the applicable Interest Payment Date. Interest on this
Note will accrue from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for or, if no interest has been
paid, from the Original Issue Date specified above, to, but excluding such
Interest Payment Date. If the Maturity or an Interest Payment Date falls on a
day which is not a Business Day as defined below, the payment due on such
Maturity or Interest Payment Date will be paid on the next succeeding Business
Day with the same force and effect as if made on such Maturity or Interest
Payment Date, as the case may be, and no interest shall accrue with respect to
such payment for the period from and after such Maturity or Interest Payment
Date. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will as provided in the Indenture be paid to the Person
in whose name this Note is registered at the close of business on the record
date for such Interest Payment Date. Any such interest which is payable, but
not punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such record date, and may be paid to the Person in whose
name this Note is registered at the close of business on a subsequent record
date (which shall be not less than five Business Days prior to the date of
payment of such Defaulted Interest) established by notice given by mail by or
on behalf of the Issuer to the Holder of this Note not less than 15 days
preceding such subsequent record date, all as more fully provided in the
Indenture.
Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payments of public and private debts; provided, however, that at
the option of the Company, payment of interest due other than at Maturity may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the registry books of the Company; and provided,
further, that the repayment of the principal of and interest on this Note on
any Optional Repayment Date(s), if any, indicated above shall be made upon
satisfaction of the provisions herein; and provided, further, that AT THE
OPTION OF THE COMPANY, the Holder of Notes with an aggregate principal amount
of $10,000,000 or more will be entitled to receive payments of principal of
and interest on this Note by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Trustee not
less than 15 days prior to the applicable payment date. Such wire
instructions, upon receipt by the Trustee, shall remain in effect until
revoked by such Holder.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee (as defined below) under the
Indenture, by the manual signature of one of its authorized officers, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
This Note is one of a duly authorized series of Securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series 3 (the "Notes"). The Notes are issued and to be
issued under an Indenture dated as of April 15, 1993, as amended (herein
called the "Indenture") between the Company and The First National Bank of
Chicago, a national banking association (the "Trustee," which term includes
any successor Trustee with respect to the Notes under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights thereunder of the Company, the Trustee
and the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise.
Except as otherwise provided in the Indenture, this Note will
be issued in global form only registered in the name of the Depositary or its
nominee. This Note will not be issued in definitive form, except as otherwise
provided in the Indenture, and ownership of this Note shall be maintained in
book-entry form by the Depositary for the accounts of participating
organizations of the Depositary.
Unless otherwise provided above and in accordance with the
provisions herein, this Note is not subject to any sinking fund and is not
redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company
on any date on and after the Initial Redemption Date, if any, specified above.
If no Initial Redemption Date is set forth above, this Note may not be
redeemed prior to the Stated Maturity Date. On and after the Initial
Redemption Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the Company at the
applicable Redemption Price (as defined below), together with accrued interest
hereon at the applicable rate payable to the date of redemption (each such
date, a "Redemption Date"), on written notice given not more than 60 nor less
than 30 days prior to the Redemption Date and in accordance with the
provisions of the Indenture. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.
This Note may be subject to repayment at the option of the
Holder on any Optional Repayment Date(s), if any, indicated above. If no
Optional Repayment Date(s) are set forth above, this Note may not be so repaid
at the option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal hereof shall be at
least $1,000) at the option of the Holder hereof at a repayment price, unless
otherwise specified above, equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment. For this
Note to be repaid in whole or in part at the option of the Holder hereof, this
Note must be received, with the form entitled "Option to Elect Repayment"
below duly completed, by the Trustee at its Corporate Trust Office, or such
other address of which the Company shall from time to time notify the Holders
of the Notes, not more than 60 nor less than 30 days prior to the related
Optional Repayment Date. Exercise of such repayment option by the Holder
hereof shall be irrevocable. With respect to Notes represented by global
securities, any option for repayment may be exercised by the applicable
participant that has an account with the Depositary, on behalf of the owners
of the beneficial interests in the Notes represented by such global
securities, by delivering a written notice substantially similar to the above-
referenced form, duly completed, to the Trustee at the place and within the
period described above. All such notices shall be executed by a duly
authorized officer of such participant (with signature guaranteed) and shall
be irrevocable.
Interest payments on this Note shall include interest accrued
from, and including, the Original Issue Date indicated above, or the most
recent date to which interest has been paid or duly provided for, to, but
excluding, the related Interest Payment Date or Maturity, as the case may be.
Interest payments for this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months if the Day Count Convention specified
above is "30/360" for the period specified thereunder, on the basis of the
actual number of days in the related month and a 360-day year if the Day Count
Convention specified above is "Actual/360" for the period specified thereunder
or on the basis of the actual number of days in the related year and month if
the Day Count Convention specified above is "Actual/Actual" for the period
specified thereunder.
As used herein, "Business Day" means, unless otherwise
specified above, any day that in The City of New York is not a day on which
banking institutions are authorized or required by law or regulation to close.
Any provision contained herein with respect to the calculation
of the rate of interest applicable to this Note, its payment dates or any
other matter relating hereto may be modified as specified in an Addendum
relating hereto if so specified above.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Indenture then Outstanding and affected, voting as one class, to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Indenture or modify in any manner the rights of the Holders of the
Securities of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the Holder of each outstanding
Security affected thereby, (i) extend the stated maturity of the principal of
any Security, or reduce the principal amount thereof or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof or change the currency in which the principal thereof
(including any amount in respect of original issue discount) or interest
thereon is payable or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy or impair the
right to institute suit for the enforcement of any payment on any Security
when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Indenture, the consent of the
Holders of which is required for any such modification. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating
the maturity of such Securities, the Holders of a majority in aggregate
principal amount Outstanding of the Securities of such series (or, in the case
of certain defaults or Events of Default, all or certain series of the
Securities) may on behalf of the Holders of all the Securities of such series
(or all or certain series of the Securities, as the case may be) waive any
such past default or Event or Default and its consequences. The preceding
sentence shall not, however, apply to a default in the payment of the
principal of or interest on any of the Securities. Any such consent or waiver
by the Holder of this Note (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and any Notes which may be issued in exchange or
substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.
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 interest on
this Note at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the registry
books of the Company, upon surrender of this Note for registration of transfer
at the office or agency of the Company maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or by its attorney
duly authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
[FACSIMILE OF SEAL] SUNAMERICA INC.
By:
----------------------------
Name:
Title:
Attest:
By:
----------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:
----------------------------
Authorized officer
Dated:
-------------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at ______________________
_____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which the Company
shall from time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to the Optional Repayment Date, if any, shown on the
face of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000) which
the Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the
portion not being repaid).
$
------------
NOTICE: The signature on this Option to
Date: Elect Repayment must correspond with the
--------------- name as written upon the face of this Note
in every particular, without alteration or
enlargement or any change whatever.
Signature Guarantee:
- --------------------------
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s)
and transfer(s) unto (insert Taxpayer Identification no.)
________________________________________________________________________
____________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) ______________________________________________________ the within
Note and all rights thereunder, hereby irrevocably constituting and
appointing _________________________________________________________
attorney to transfer said Note on the books of the Company with full power
of substitution in the premises.
Dated: ----------------------------------------
------------ NOTICE: The signature of the registered
Holder to this assignment must correspond
with the name as written upon the face of
the within instrument in every particular,
without alteration or enlargement or any
change whatsoever.
Signature Guarantee:
- ------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.
TEN COM -- as tenants in common
UNIF GIFT MIN ACT -- . . . . . . . . . . . . . . . Custodian . . . . . . . .
(Cust) (Minor)
Under Uniform Gifts to Minors Act
. . . . . . . . . . . . . . . . . . .
(State)
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the
above list.
[FORM OF FLOATING RATE DEFINITIVE MEDIUM-TERM NOTE, SERIES 3]
REGISTERED CUSIP No. __________ PRINCIPAL AMOUNT
No. FLR___ $______________
SUNAMERICA INC.
MEDIUM-TERM NOTE, SERIES 3
(Floating Rate)
NAME AND ADDRESS OF HOLDER: HOLDER`S TAXPAYER IDENTIFICATION NO.:
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT
PERIOD:
SPREAD: INITIAL INTEREST RESET INTEREST PAYMENT
DATE: DATES:
SPREAD MULTIPLIER: INTEREST RATE RESET INTEREST RESET DATES:
PERIOD:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION
RATE: DATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
INTEREST CALCULATION DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: [ ] Actual/Actual to the period
from to
Fixed Interest Rate:
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
IF THE INTEREST RATE BASIS IS THE CMT RATE:
Designated CMT Telerate Designated CMT Maturity
Index:
Page: [ ] Page 7055
[ ] Page 7052
OTHER PROVISIONS:
SUNAMERICA INC., a Maryland corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to the
HOLDER IDENTIFIED ABOVE, or registered assigns, the Principal Amount specified
above on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay interest
thereon, at a rate per annum equal to the Initial Interest Rate specified
above until the Initial Interest Reset Date specified above and thereafter at a
rate per annum determined in accordance with the provisions hereof and any
Addendum relating hereto depending upon the Interest Rate Basis or Bases, if
any, and such other terms specified above, until the principal hereof is paid
or duly made available for payment. Reference herein to "this Note," "hereof,"
"herein" and comparable terms shall include an Addendum hereto if an Addendum
is specified above.
The Company will pay interest monthly, quarterly, semi-annually,
annually or such other period as specified above under "Interest Payment
Period," on each Interest Payment Date specified above, commencing on the
first Interest Payment Date specified above next succeeding the Original Issue
Date specified above, and on the Stated Maturity Date or any Redemption Date
or Optional Repayment Date (the date of each such Stated Maturity Date,
Redemption Date and Optional Repayment Date and the date on which principal or
an installment of principal is due and payable by declaration of acceleration
pursuant to the Indenture being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however, that if the
Original Issue Date is between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date succeeding the Original Issue Date; and
provided, further, that if an Interest Payment Date (other than an Interest
Payment Date at Maturity) would fall on a day that is not a Business Day (as
defined below), such Interest Payment Date shall be the following day that is
a Business Day, except that in the case the Interest Rate Basis is LIBOR, as
indicated above, if such next Business Day falls in the next calendar month,
such Interest Payment Date shall be the next preceding day that is a Business
Day. Except as provided above, interest payments will be made on the Interest
Payment Dates shown above. Unless otherwise specified above, the "record
date" shall be the date 15 calendar days (whether or not a Business Day) prior
to the applicable Interest Payment Date. Interest on this Note will accrue
from and including the Original Issue Date specified above, at the rates
determined from time to time as specified herein, until the principal hereof
has been paid or made available for payment. If the Maturity falls on a day
which is not a Business Day as defined below, the payment due on such Maturity
will be paid on the next succeeding Business Day with the same force and
effect as if made on such Maturity and no interest shall accrue with respect
to such payment for the period from and after such Maturity. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date
will as provided in the Indenture be paid to the Person in whose name this
Note is registered at the close of business on the record date for such
Interest Payment Date. Any such interest which is payable, but not punctually
paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the registered
Holder on such record date, and may be paid to the Person in whose name this
Note is registered at the close of business on a subsequent record date (which
shall be not less than five Business Days prior to the date of payment of such
Defaulted Interest) established by notice given by mail by or on behalf of the
Issuer to the Holder of this Note not less than 15 days preceding such
subsequent record date, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company, payment of interest due other than at Maturity may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the registry books of the Company; and provided,
further, that the repayment of the principal of and interest on this Note on
any Optional Repayment Date(s), if any, indicated above shall be made upon
satisfaction of the provisions herein; and provided, further, that AT THE
OPTION OF THE COMPANY, the Holder of Notes with an aggregate principal amount
of $10,000,000 or more will be entitled to receive payments of principal of
and interest on this Note by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Trustee not
less than 15 days prior to the applicable payment date. Such wire
instructions, upon receipt by the Trustee, shall remain in effect until
revoked by such Holder.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee under the Indenture, by the manual
signature of one of its authorized officers, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities (hereinafter called
the "Securities") of the Company designated as its Medium-Term Notes, Series 3
(the "Notes"). The Notes are issued and to be issued under an Indenture dated
as of April 15, 1993, as amended (herein called the "Indenture") between the
Company and The First National Bank of Chicago, a national banking association
(the "Trustee," which term includes any successor Trustee with respect to the
Notes under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered. The terms
of individual Notes may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment
and otherwise.
Unless otherwise provided above and in accordance with the
provisions herein, this Note is not subject to any sinking fund and is not
redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company
on any date on and after the Initial Redemption Date, if any, specified above.
If no Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal hereof
shall be at least $1,000) at the option of the Company at the applicable
Redemption Price (as defined below), together with accrued interest hereon at
the applicable rate payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date and in accordance with the provisions of the
Indenture. In the event of redemption of this Note in part only, a new Note
for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.
This Note may be subject to repayment at the option of the
Holder on any Optional Repayment Date(s), if any, indicated above. If no
Optional Repayment Date(s) are set forth above, this Note may not be so repaid
at the option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal hereof shall be at
least $1,000) at the option of the Holder hereof at a repayment price, unless
otherwise specified above, equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment. For this Note
to be repaid in whole or in part at the option of the Holder hereof, this Note
must be received, with the form entitled "Option to Elect Repayment" below
duly completed, by the Trustee at its Corporate Trust Office, or such other
address of which the Company shall from time to time notify the Holders of the
Notes, not more than 60 nor less than 30 days prior to the related Optional
Repayment Date. Exercise of such repayment option by the Holder hereof shall
be irrevocable.
The interest rate borne by this Note shall be determined as
follows:
1. If this Note is designated as a Regular Floating Rate
Note above, then, except as described below, this Note shall
bear interest at the rate determined by reference to the
applicable Interest Rate Basis shown above (i) plus or minus
the applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied in
the manner described above. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date specified above;
provided, however, that the interest rate in effect for the
period from the Original Issue Date to the Initial Interest
Reset Date will be the Initial Interest Rate.
2. If this Note is designated as a Floating Rate/Fixed
Rate Note above, then, except as described below, this Note
shall bear interest at the rate determined by reference to the
applicable Interest Rate Basis shown above (i) plus or minus
the applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied in
the manner described above. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is payable
shall be reset as of each Interest Reset Date specified above;
provided, however, that (i) the interest rate in effect for the
period from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate; and (ii) the
interest rate in effect commencing on, and including, the Fixed
Rate Commencement Date to Maturity shall be the Fixed Interest
Rate, if such a rate is specified above, or if no such Fixed
Interest Rate is so specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate
Commencement Date.
3. If this Note is designated as an Inverse Floating Rate
Note above, then, except as described below, this Note will
bear interest equal to the Fixed Interest Rate indicated above
minus the rate determined by reference to the Interest Rate
Basis shown above (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner
described above. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note is payable shall
be reset as of each Interest Rate Reset Date specified above;
provided, however, that the interest rate in effect for the
period from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate.
4. Notwithstanding the foregoing, if this Note is
designated above as having an Addendum attached, the Note shall
bear interest in accordance with the terms described in such
Addendum.
Except as provided above, the interest rate in effect on each
day shall be (a) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as defined below)
immediately preceding such Interest Reset Date or (b) if such day is not an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the next preceding Interest Reset
Date. The interest rate with respect to each Interest Rate Basis shall be
determined in accordance with the applicable provision below. If any Interest
Reset Date (which term includes the term Initial Interest Reset Date unless
the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that if an Interest Rate Basis
specified on the face hereof is LIBOR and such next Business Day falls in the
next succeeding calendar month, such Interest Reset Date shall be the next
preceding Business Day.
Unless otherwise specified above, interest payable on this Note
on any Interest Payment Date shall be the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of which interest
has been paid (or from and including the Original Issue Date specified above,
if no interest has been paid), to but excluding the related Interest Payment
Date or maturity, as the case may be. Unless otherwise specified above,
accrued interest hereon shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factor calculated for each day in the
period for which accrued interest is being calculated. Unless otherwise
specified above, the interest factor for each such day shall be computed by
dividing the interest rate applicable to such day by 360 if the Day Count
Convention specified above is "Actual/360" for the period specified thereunder
or by the actual number of days in the year if the Day Count Convention
specified above is "Actual/Actual" for the period specified thereunder. The
interest factor for Notes for which the interest rate is calculated with
reference to two or more Interest Rate Bases will be calculated in each period
in the same manner as if only one of the applicable Interest Rate Bases
applied as specified above.
Unless otherwise specified above, the "Interest Determination
Date" with respect to the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Federal Funds Rate and the Prime Rate will be the second Business Day
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to LIBOR shall be the second London Business Day (as defined below)
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to the Eleventh District Cost of Funds Rate shall be the last working
day of the month immediately preceding each Interest Reset Date on which the
Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below); the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which the related
Interest Reset Date falls on which day Treasury bills (as defined below)
normally would be auctioned (Treasury bills are normally sold at auction on
Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that such auction
may be held on the preceding Friday); provided, however, that if, as a result
of a legal holiday, an auction is held on the Friday of the week preceding the
related Interest Reset Date, the related Interest Determination Date shall be
such preceding Friday; and provided, further, that if an auction shall fall on
any Interest Reset Date, then the Interest Reset Date shall instead be the
first Business Day following such auction. If the interest rate of this Note
is determined with reference to two or more Interest Rate Bases, the Interest
Determination Date pertaining to this Note will be the latest Business Day
which is at least two Business Days prior to such Interest Reset Date on which
each Interest Rate Basis shall be determinable. Each Interest Rate Basis shall
be determined on such date, and the applicable interest rate shall take effect
on the related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date"
pertaining to any Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity, as the case may
be. All calculations on this Note shall be made by the Calculation Agent
specified above or such successor thereto as is duly appointed by the Company.
All percentages resulting from any calculation on this Note
will be rounded to the nearest one hundred-thousandth of a percentage point,
with five one millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).
As used herein, "Business Day" means, unless otherwise specified
above, any day that in The City of New York is not a day on which banking
institutions are authorized or required by law or regulation to close and, if
the Interest Rate Basis shown above is LIBOR, is also a London Business Day.
As used herein, "London Business Day" means any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
Determination of CD Rate. If an Interest Rate Basis for this
Note is the CD Rate, as indicated above, the CD Rate shall be determined on the
applicable Interest Determination Date (a "CD Rate Interest Determination
Date"), as the rate on such date for negotiable certificates of deposit having
the Index Maturity specified above 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 ("H.15(519)"), under the heading "CDs
(Secondary Market)," or, if not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such CD Rate Interest
Determination Date for negotiable certificates of deposit of the Index Maturity
specified above 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 ("Composite Quotations") under the
heading "Certificates of Deposit." If such rate is not yet published in
either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time,
on the related Calculation Date, then the CD Rate on such CD Rate Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Rate Interest Determination Date, of three leading
non-bank 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 market banks for negotiable certificates
of deposit with a remaining maturity closest to the Index Maturity designated
above in an amount that is representative for a single transaction in that
market at that time; provided, however, that if the dealers so selected as
aforesaid by the Calculation Agent are not quoting as set forth above, the CD
Rate determined on such CD Rate Interest Determination Date shall be the CD
Rate in effect on such CD Rate Interest Determination Date.
Determination of CMT Rate. If an Interest Rate Basis for this
Note is the CMT Rate, as indicated above, the CMT Rate shall be determined on
the applicable Interest Determination Date (a "CMT Rate Interest Determination
Date"), as the rate displayed on the Designated CMT Telerate Page under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated
CMT Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the
rate on such CMT Rate Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as applicable, ended
immediately preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on the
relevant page or is not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such CMT Rate
Interest Determination Date will be such treasury constant maturity rate for
the Designated CMT Maturity Index (or other United States Treasury rate for
the Designated CMT Maturity Index) for the CMT Rate Interest Determination
Date with respect to such Interest Reset Date as may then be published by
either the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not provided
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate on the CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on such CMT Rate Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City
of New York selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. If the Calculation Agent is
unable to obtain three such Treasury Note quotations, the CMT Rate on such CMT
Rate Interest Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M., New York City time, on
such CMT Rate Interest Determination Date of three Reference Dealers in The
City of New York (from five such Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)), for Treasury Notes with an original maturity of the number of
years that is the 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 so selected by the Calculation Agent
are quoting as mentioned herein, the CMT Rate determined as of such CMT Rate
Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity
as described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain from five Reference Dealers quotations for the Treasury Note with the
shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service specified above (or any other page as may replace such
page on that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)) for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If no such page is specified
above, 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 above with respect to which the CMT Rate will be calculated.
If no such maturity is specified above, the Designated CMT Maturity Index
shall be 2 years.
Determination of Commercial Paper Rate. If an Interest Rate
Basis for this Note is the Commercial Paper Rate, as indicated above, the
Commercial Paper Rate shall be determined on the applicable Interest
Determination Date (a "Commercial Paper Rate Interest Determination Date"), as
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity specified above as published in
H.15(519) under the heading "Commercial Paper." In the event such rate is not
published by 3:00 P.M., New York City time, on the related Calculation Date,
then the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Rate Interest Determination Date of the rate for commercial
paper having the Index Maturity shown above as published in Composite
Quotations under the heading "Commercial Paper" (with an Index Maturity of one
month or three months being deemed to be equivalent to an Index Maturity of 30
days or 90 days, respectively). If by 3:00 P.M., New York City time, on the
related Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the Commercial Paper Rate on such Commercial Paper
Rate Interest Determination Date shall be as calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the
offered rates at approximately 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity specified above placed for an
industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized securities rating agency; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate determined on such
Commercial Paper Rate Interest Determination Date shall be the Commercial
Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" shall be 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 interest period for which interest is being
calculated.
Eleventh District Cost of Funds Rate. If an Interest Rate
Basis for this Note is the Eleventh District Cost of Funds Rate, as indicated
above, the Eleventh District Cost of Funds Rate shall be determined on the
applicable Interest Determination Date (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), and shall be the rate equal to the monthly
weighted average cost of funds for the calendar month preceding such Eleventh
District Cost of Funds Rate Interest Determination Date as set forth under the
caption "11th District" on Telerate Page 7175 as of 11:00 A.M., San Francisco
time, on such Eleventh District Cost of Funds Rate Interest Determination
Date. If such rate does not appear on Telerate Page 7175 on any related
Eleventh District Cost of Funds Rate Interest Determination Date, the Eleventh
District Cost of Funds Rate for such Eleventh District Cost of Funds Rate
Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate
for the calendar month next preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate for
such Eleventh District Cost of Funds Rate Interest Determination Date shall be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.
Determination of Federal Funds Rate. If an Interest Rate Basis
for this Note is the Federal Funds Rate, as indicated above, the Federal Funds
Rate shall be determined on the applicable Interest Determination Date (a
"Federal Funds Rate Interest Determination Date"), as the rate on that date
for Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If by 3:00 P.M., New York City time, on the
related Calculation Date, such rate is not yet published in either H.15(519)
or Composite Quotations, then the Federal Funds Rate for such Federal Funds
Rate Interest Determination Date shall be calculated by the Calculation Agent
and shall be the arithmetic mean of the rates for the last transaction in
overnight United States dollar Federal funds arranged by three leading brokers
of Federal funds transactions in The City of New York selected by the
Calculation Agent prior to 9:00 A.M., New York City time on such Federal Funds
Rate Interest Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Federal Funds Rate determined on such Federal Funds Rate
Interest Determination Date shall be the Federal Funds Rate in effect on such
Federal Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this
Note is LIBOR, as indicated above, LIBOR will be determined on the applicable
Interest Determination Date (a "LIBOR Interest Determination Date"), as
follows:
(a) (i) if "LIBOR Reuters" is specified above, the arithmetic
mean of the offered rates (unless the specified Designated LIBOR
Page (as defined below) by its terms provides only for a single
rate, in which case such single rate shall be used) for deposits
in United States dollars having the Index Maturity specified
above, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, that appear on
the Designated LIBOR Page specified above as of 11:00 A.M. London
time, on that LIBOR Interest Determination Date, if at least two
such offered rates appear (unless, as aforesaid, only a single
rate is required) on such Designated LIBOR Page, or (ii) if "LIBOR
Telerate" is specified above, the rate for deposits in United
States dollars having the Index Maturity specified above
commencing on the second London Business Day immediately following
that LIBOR Interest Determination Date that appears on the
Designated LIBOR Page specified above as of 11:00 A.M. London
time, on that LIBOR Interest Determination Date. If fewer than two
offered rates appear, or no rate appears, as applicable, LIBOR in
respect of the related LIBOR Interest Determination Date will be
determined as if the parties had specified the rate described in
paragraph (b) below.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified above, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for United
States dollars, or (b) if "LIBOR Telerate" is specified above, the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for United States dollars. If neither LIBOR
Reuters nor LIBOR Telerate is specified above, LIBOR for United States dollars
will be determined as if LIBOR Telerate Page 3750 had been specified.
(b) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear on the Designated LIBOR Page as
specified above, the Calculation Agent shall request the principal London
offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent, to provide the Calculation
Agent with its offered quotation for deposits in United States dollars for
the period of the Index Maturity shown above, commencing on the second
London Business Day immediately following such LIBOR Interest Determination
Date, to prime banks in the London interbank market at approximately 11:00
A.M., London time, on such LIBOR Interest Determination Date and in a
principal amount that is representative for a single transaction in such
U.S. dollars in such market at such time. If at least two such quotations
are provided, LIBOR determined on such LIBOR Interest Determination Date
shall be the arithmetic mean of such quotations as determined by the
Calculation Agent. If fewer than two quotations are provided, LIBOR
determined on such LIBOR Interest Determination Date shall be calculated by
the Calculation Agent as the arithmetic mean of the rates quoted at
approximately 11:00 A.M., New York City time, on such LIBOR Interest
Determination Date by three major banks in The City of New York selected by
the Calculation Agent for loans in United States dollars to leading
European banks having the Index Maturity specified above and in a principal
amount that is representative for a single transaction in such U.S. dollars
in such market at such time; provided, however, that if the banks selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined on such LIBOR Interest Determination Date shall
be LIBOR in effect on such LIBOR Interest Determination Date.
Determination of Prime Rate. If an Interest Rate Basis for
this Note is the Prime Rate, as indicated above, the Prime Rate shall be
determined on the applicable Interest Determination Date (a "Prime Rate
Interest Determination Date") as the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan." If such rate is
not published prior to 9:00 A.M., New York City time, on the related
Calculation Date, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen USPRIME1 Page as such bank's prime rate or base lending rate as in
effect for that Prime Rate Interest Determination Date. If fewer than four
such rates but more than one such rate appear on the Reuters Screen USPRIME1
Page for such Prime Rate Interest Determination Date, the Prime Rate shall be
the arithmetic mean of the prime rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation Agent. If
fewer than two such rates appear on the Reuters Screen USPRIME1 Page, the
Prime Rate will be determined by the Calculation Agent on the basis of the
rates furnished in The City of New York by three substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, having total equity capital of at least $500 million and
being subject to supervision or examination by Federal or state authority,
selected by the Calculation Agent to provide such rate or rates; provided,
however, that if the banks or trust companies selected as aforesaid are not
quoting as mentioned in this sentence, the Prime Rate for such Prime Rate
Interest Determination Date will be the Prime Rate as determined based on the
last such rate published in H.15(519).
"Reuters Screen USPRIME1 Page" means the display designated as
page USPRIME1 on the Reuters Monitor Money Rates Service (or such other page
as may replace the USPRIME1 page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks).
Determination of Treasury Rate. If an Interest Rate Basis for
this Note is the Treasury Rate, as specified above, the Treasury Rate shall be
determined on the applicable Interest Determination Date (a "Treasury Rate
Interest Determination Date") as the rate applicable to the most recent auction
of direct obligations of the United States ("Treasury Bills") having the Index
Maturity specified above, as such rate is published in H.15(519) under the
heading "Treasury Bills auction average (investment)" or, if not so published
by 3:00 P.M., New York City time, on the related Calculation Date, the auction
average rate (expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) 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
above are not reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular week, then the
Treasury Rate hereon shall be calculated by the Calculation Agent and shall be
a yield to maturity (expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Treasury Rate Interest Determination Date of
three leading primary United States government securities dealers as selected
by the Calculation Agent for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified above; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate will be the Treasury
Rate in effect on such Treasury Rate Interest Determination Date.
Any provision contained herein with respect to the
determination of an Interest Rate Basis, the specification of Interest Rate
Basis, calculation of the Interest Rate applicable to this Note, its payment
dates or any other matter relating hereto may be modified as specified in an
Addendum relating hereto if so specified above.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified
by United States law, of general application.
At the request of the Holder hereof, the Calculation Agent
shall provide to the Holder hereof the interest rate hereon then in effect
and, if determined, the interest rate which shall become effective as of the
next Interest Reset Date.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Indenture then Outstanding and affected, voting as one class, to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Indenture or modify in any manner the rights of the Holders of the
Securities of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the Holder of each outstanding
Security affected thereby, (i) extend the stated maturity of the principal of
any Security, or reduce the principal amount thereof or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof or change the currency in which the principal thereof
(including any amount in respect of original issue discount) or interest
thereon is payable or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy or impair the
right to institute suit for the enforcement of any payment on any Security
when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Indenture, the consent of the
Holders of which is required for any such modification. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating
the maturity of such Securities, the Holders of a majority in aggregate
principal amount Outstanding of the Securities of such series (or, in the case
of certain defaults or Events of Default, all or certain series of the
Securities) may on behalf of the Holders of all the Securities of such series
(or all or certain series of the Securities, as the case may be) waive any
such past default or Event or Default and its consequences. The preceding
sentence shall not, however, apply to a default in the payment of the
principal of or interest on any of the Securities. Any such consent or waiver
by the Holder of this Note (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and any Notes which may be issued in exchange or
substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.
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 interest on
this Note at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the registry
books of the Company, upon surrender of this Note for registration of transfer
at the office or agency of the Company maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or by its attorney
duly authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by
the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
[FACSIMILE OF SEAL] SUNAMERICA INC.
By:
-----------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:
---------------------------
Authorized officer
Dated:
------------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at _____________________
____________________________________________________________________________
____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which the Company
shall from time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any, shown on the
face of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000) which
the Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$
------------- --------------------------------------
NOTICE: The signature on this Option
Date to Elect Repayment must correspond with
------------------ the name as written upon the face of this
Note in every particular, without
alteration or enlargement or any change
whatsoever.
Signature Guarantee:
- ------------------------
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto (insert
Taxpayer Identification No.) __________________________________
___________________________________________________________________________
___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) _________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________________ attorney to
transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated:
---------------- --------------------------------------------
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or
enlargement or any change whatsoever.
Signature Guarantee:
- --------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.
TEN COM -- as tenants in common
UNIF GIFT MIN ACT -- . . . . . . . . . . . . Custodian . . . . . . . . . . .
(Cust) (Minor)
Under Uniform Gifts to Minors Act
. . . . . . . . . . . . . . . . . .
(State)
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above
list.
[FORM OF FLOATING RATE GLOBAL MEDIUM-TERM NOTE, SERIES 3]
Unless and until this certificate is exchanged in whole or
in part for Notes in definitive registered form, this Note may not be
transferred except as a whole by The Depository Trust Company, a New York
corporation ("DTC"), to its nominee or by its nominee to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary. Any certificate issued in exchange
herefor shall be registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment in
respect hereof shall be made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC).
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FLR $___
SUNAMERICA INC.
MEDIUM-TERM NOTE, SERIES 3
(Floating Rate)
INTEREST RATE ORIGINAL ISSUE STATED MATURITY
BASIS DATE DATE
INITIAL INTEREST INTEREST PAYMENT
INDEX MATURITY RATE PERIOD
INITIAL INTEREST INTEREST PAYMENT
SPREAD RESET DATE DATES
SPREAD INTEREST RATE INTEREST RESET
MULTIPLIER RESET PERIOD DATES
MAXIMUM MINIMUM INTEREST INITIAL
INTEREST RATE RATE REDEMPTION DATE
INITIAL ANNUAL OPTIONAL
REDEMPTION REDEMPTION REPAYMENT
PERCENTAGE PERCENTAGE DATE(S)
INTEREST CALCULATION DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: [ ] Actual/Actual to the period
from to
Fixed Interest Rate:
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
IF THE INTEREST RATE BASIS IS THE CMT RATE:
Designated CMT Telerate Designated CMT MATURITY
INDEX
Page: [ ] Page 7055
[ ] Page 7052
OTHER PROVISIONS:
SUNAMERICA INC., a Maryland corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the Principal Amount specified above on the Stated
Maturity Date specified above (except to the extent redeemed or repaid prior to
the Stated Maturity Date), and to pay interest thereon, at a rate per annum
equal to the Initial Interest Rate specified above until the Initial Interest
Reset Date specified above and thereafter at a rate per annum determined in
accordance with the provisions hereof and any Addendum relating hereto
depending upon the Interest Rate Basis or Bases, if any, and such other terms
specified above, until the principal hereof is paid or duly made available for
payment. Reference herein to "this Note," "hereof," "herein" and comparable
terms shall include an Addendum hereto if an Addendum is specified above.
The Company will pay interest monthly, quarterly, semi-annually,
annually or such other period as specified above under "Interest Payment
Period," on each Interest Payment Date specified above, commencing on the
first Interest Payment Date specified above next succeeding the Original Issue
Date specified above, and on the Stated Maturity Date or any Redemption Date
or Optional Repayment Date (the date of each such Stated Maturity Date,
Redemption Date and Optional Repayment Date and the date on which principal or
an installment of principal is due and payable by declaration of acceleration
pursuant to the Indenture being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however, that if the
Original Issue Date is between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the second Interest Payment Date succeeding the Original Issue Date; and
provided, further, that if an Interest Payment Date (other than an Interest
Payment Date at Maturity) would fall on a day that is not a Business Day (as
defined below), such Interest Payment Date shall be the following day that is
a Business Day, except that in the case the Interest Rate Basis is LIBOR, as
indicated above, if such next Business Day falls in the next calendar month,
such Interest Payment Date shall be the next preceding day that is a Business
Day. Except as provided above, interest payments will be made on the Interest
Payment Dates shown above. Unless otherwise specified above, the "record
date" shall be the date 15 calendar days (whether or not a Business Day) prior
to the applicable Interest Payment Date. Interest on this Note will accrue
from and including the Original Issue Date specified above, at the rates
determined from time to time as specified herein, until the principal hereof
has been paid or made available for payment. If the Maturity falls on a day
which is not a Business Day as defined below, the payment due on such Maturity
will be paid on the next succeeding Business Day with the same force and
effect as if made on such Maturity and no interest shall accrue with respect
to such payment for the period from and after such Maturity. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date
will as provided in the Indenture be paid to the Person in whose name this
Note is registered at the close of business on the record date for such
Interest Payment Date. Any such interest which is payable, but not punctually
paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the registered
Holder on such record date, and may be paid to the Person in whose name this
Note is registered at the close of business on a subsequent record date (which
shall be not less than five Business Days prior to the date of payment of such
Defaulted Interest) established by notice given by mail by or on behalf of the
Issuer to the Holder of this Note not less than 15 days preceding such
subsequent record date, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Note will be
made at the office or agency of the Company maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company, payment of interest due other than at Maturity may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the registry books of the Company; and provided,
further, that the repayment of the principal of and interest on this Note on
any Optional Repayment Date(s), if any, indicated above shall be made upon
satisfaction of the provisions herein; and provided, further, that AT THE
OPTION OF THE COMPANY, the Holder of Notes with an aggregate principal amount
of $10,000,000 or more will be entitled to receive payments of principal of
and interest on this Note by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Trustee not
less than 15 days prior to the applicable payment date. Such wire
instructions, upon receipt by the Trustee, shall remain in effect until
revoked by such Holder.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee under the Indenture, by the manual
signature of one of its authorized officers, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities (hereinafter called
the "Securities") of the Company designated as its Medium-Term Notes, Series 3
(the "Notes"). The Notes are issued and to be issued under an Indenture dated
as of April 15, 1993, as amended (herein called the "Indenture") between the
Company and The First National Bank of Chicago, a national banking association
(the "Trustee," which term includes any successor Trustee with respect to the
Notes under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered. The terms
of individual Notes may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment
and otherwise.
Except as otherwise provided in the Indenture, this Note will
be issued in global form only registered in the name of the Depositary or its
nominee. This Note will not be issued in definitive form, except as otherwise
provided in the Indenture, and ownership of this Note shall be maintained in
book-entry form by the Depositary for the accounts of participating
organizations of the Depositary.
Unless otherwise provided above and in accordance with the
provisions herein, this Note is not subject to any sinking fund and is not
redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company
on any date on and after the Initial Redemption Date, if any, specified above.
If no Initial Redemption Date is set forth above, this Note may not be
redeemed prior to the Stated Maturity Date. On and after the Initial
Redemption Date, if any, this Note may be redeemed at any time in whole or
from time to time in part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the Company at the
applicable Redemption Price (as defined below), together with accrued interest
hereon at the applicable rate payable to the date of redemption (each such
date, a "Redemption Date"), on written notice given not more than 60 nor less
than 30 days prior to the Redemption Date and in accordance with the
provisions of the Indenture. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.
This Note may be subject to repayment at the option of the
Holder on any Optional Repayment Date(s), if any, indicated above. If no
Optional Repayment Date(s) are set forth above, this Note may not be so repaid
at the option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal hereof shall be at
least $1,000) at the option of the Holder hereof at a repayment price, unless
otherwise specified above, equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment. For this
Note to be repaid in whole or in part at the option of the Holder hereof, this
Note must be received, with the form entitled "Option to Elect Repayment"
below duly completed, by the Trustee at its Corporate Trust Office, or such
other address of which the Company shall from time to time notify the Holders
of the Notes, not more than 60 nor less than 30 days prior to the related
Optional Repayment Date. Exercise of such repayment option by the Holder
hereof shall be irrevocable. With respect to Notes represented by global
securities, any option for repayment may be exercised by the applicable
participant that has an account with the Depositary, on behalf of the owners
of the beneficial interests in the Notes represented by such global
securities, by delivering a written notice substantially similar to the
above-referenced form, duly completed, to the Trustee at the place and within
the period described above. All such notices shall be executed by a duly
authorized officer of such participant (with signature guaranteed) and shall
be irrevocable.
The interest rate borne by this Note shall be determined as
follows:
If this Note is designated as a Regular Floating Rate Note
above, then, except as described below, this Note shall bear interest at the
rate determined by reference to the applicable Interest Rate Basis shown above
(i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied in the manner
described above. Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of each Interest
Reset Date specified above; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the Initial Interest
Reset Date will be the Initial Interest Rate.
If this Note is designated as a Floating Rate/Fixed Rate Note
above, then, except as described below, this Note shall bear interest at the
rate determined by reference to the applicable Interest Rate Basis shown above
(i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied in the manner
described above. Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of each Interest
Reset Date specified above; provided, however, that (i) the interest rate in
effect for the period from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate; and (ii) the interest rate in
effect commencing on, and including, the Fixed Rate Commencement Date to
Maturity shall be the Fixed Interest Rate, if such a rate is specified above,
or if no such Fixed Interest Rate is so specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate Commencement Date.
If this Note is designated as an Inverse Floating Rate Note
above, then, except as described below, this Note will bear interest equal to
the Fixed Interest Rate indicated above minus the rate determined by reference
to the Interest Rate Basis shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if
any, specified and applied in the manner described above. Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note is
payable shall be reset as of each Interest Rate Reset Date specified above;
provided, however, that the interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate.
Notwithstanding the foregoing, if this Note is designated above
as having an Addendum attached, the Note shall bear interest in accordance
with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each
day shall be (a) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as defined below)
immediately preceding such Interest Reset Date or (b) if such day is not an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date immediately preceding the next preceding Interest Reset
Date. The interest rate with respect to each Interest Rate Basis shall be
determined in accordance with the applicable provision below. If any Interest
Reset Date (which term includes the term Initial Interest Reset Date unless
the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that if an Interest Rate Basis
specified on the face hereof is LIBOR and such next Business Day falls in the
next succeeding calendar month, such Interest Reset Date shall be the next
preceding Business Day.
Unless otherwise specified above, interest payable on this Note
on any Interest Payment Date shall be the amount of interest accrued from and
including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the Original Issue Date
specified above, if no interest has been paid), to but excluding the related
Interest Payment Date or maturity, as the case may be. Unless otherwise
specified above, accrued interest hereon shall be an amount calculated by
multiplying the face amount hereof by an accrued interest factor. Such
accrued interest factor shall be computed by adding the interest factor
calculated for each day in the period for which accrued interest is being
calculated. Unless otherwise specified above, the interest factor for each
such day shall be computed by dividing the interest rate applicable to such
day by 360 if the Day Count Convention specified above is "Actual/360" for the
period specified thereunder or by the actual number of days in the year if the
Day Count Convention specified above is "Actual/Actual" for the period
specified thereunder. The interest factor for Notes for which the interest
rate is calculated with reference to two or more Interest Rate Bases will be
calculated in each period in the same manner as if only one of the applicable
Interest Rate Bases applied as specified above.
Unless otherwise specified above, the "Interest Determination
Date" with respect to the CD Rate, the CMT Rate, the Commercial Paper Rate,
the Federal Funds Rate and the Prime Rate will be the second Business Day
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to LIBOR shall be the second London Business Day (as defined below)
preceding each Interest Reset Date; the "Interest Determination Date" with
respect to the Eleventh District Cost of Funds Rate shall be the last working
day of the month immediately preceding each Interest Reset Date on which the
Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below); the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which the related
Interest Reset Date falls on which day Treasury bills (as defined below)
normally would be auctioned (Treasury bills are normally sold at auction on
Monday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the following Tuesday, except that such auction
may be held on the preceding Friday); provided, however, that if, as a result
of a legal holiday, an auction is held on the Friday of the week preceding the
related Interest Reset Date, the related Interest Determination Date shall be
such preceding Friday; and provided, further, that if an auction shall fall on
any Interest Reset Date, then the Interest Reset Date shall instead be the
first Business Day following such auction. If the interest rate of this Note
is determined with reference to two or more Interest Rate Bases, the Interest
Determination Date pertaining to this Note will be the latest Business Day
which is at least two Business Days prior to such Interest Reset Date on which
each Interest Rate Basis shall be determinable. Each Interest Rate Basis
shall be determined on such date, and the applicable interest rate shall take
effect on the related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date"
pertaining to any Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day or (ii) the Business Day
preceding the applicable Interest Payment Date or Maturity, as the case may
be. All calculations on this Note shall be made by the Calculation Agent
specified above or such successor thereto as is duly appointed by the Company.
All percentages resulting from any calculation on this Note
will be rounded to the nearest one hundred-thousandth of a percentage point,
with five one millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).
As used herein, "Business Day" means, unless otherwise
specified above, any day that in The City of New York is not a day on which
banking institutions are authorized or required by law or regulation to close
and, if the Interest Rate Basis shown above is LIBOR, is also a London
Business Day.
As used herein, "London Business Day" means any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
Determination of CD Rate. If an Interest Rate Basis for this
Note is the CD Rate, as indicated above, the CD Rate shall be determined on
the applicable Interest Determination Date (a "CD Rate Interest Determination
Date"), as the rate on such date for negotiable certificates of deposit having
the Index Maturity specified above 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 ("H.15(519)"), under the heading
"CDs (Secondary Market)", or, if not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such CD Rate Interest
Determination Date for negotiable certificates of deposit of the Index
Maturity specified above 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 ("Composite Quotations")
under the heading "Certificates of Deposit." If such rate is not yet
published in either H.15(519) or the related Composite Quotations by 3:00
P.M., New York City time, on the Calculation Date, then the CD Rate on such CD
Rate Interest Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the secondary market offered rates as of
10:00 A.M., New York City time, on such CD Rate Interest Determination Date,
of three leading non-bank 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 market banks
for negotiable certificates of deposit with a remaining maturity closest to
the Index Maturity designated above in an amount that is representative for a
single transaction in that market at that time; provided, however, that if the
dealers so selected as aforesaid by the Calculation Agent are not quoting as
set forth above, the CD Rate determined on such CD Rate Interest Determination
Date shall be the CD Rate in effect on such CD Rate Interest Determination
Date.
Determination of CMT Rate. If an Interest Rate Basis for this
Note is the CMT Rate, as indicated above, the CMT Rate shall be determined on
the applicable Interest Determination Date (a "CMT Rate Interest Determination
Date"), as the rate displayed on the Designated CMT Telerate Page under the
caption "... Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated
CMT Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the
rate on such CMT Rate Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as applicable, ended
immediately preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on the
relevant page or is not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such CMT Rate
Interest Determination Date will be such treasury constant maturity rate for
the Designated CMT Maturity Index (or other United States Treasury rate for
the Designated CMT Maturity Index) for the CMT Rate Interest Determination
Date with respect to such Interest Reset Date as may then be published by
either the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not provided
by 3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate on the CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on such CMT Rate Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City
of New York selected by the Calculation Agent (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest)), for the most recently issued
direct noncallable fixed rate obligations of the United States ("Treasury
Notes") with an original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent is unable to obtain
three such Treasury Note quotations, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date of three Reference Dealers in The City of New
York (from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the 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 so selected by the Calculation Agent are quoting as
mentioned herein, the CMT Rate determined as of such CMT Rate Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain from five Reference Dealers quotations for the Treasury Note with the
shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service specified above (or any other page as may replace such
page on that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)) for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If no such page is specified
above, 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 above with respect to which the CMT Rate will be calculated.
If no such maturity is specified above, the Designated CMT Maturity Index
shall be 2 years.
Determination of Commercial Paper Rate. If an Interest Rate
Basis for this Note is the Commercial Paper Rate, as indicated above, the
Commercial Paper Rate shall be determined on the applicable Interest
Determination Date (a "Commercial Paper Rate Interest Determination Date"), as
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity specified above as published in
H.15(519) under the heading "Commercial Paper." In the event such rate is not
published by 3:00 P.M., New York City time, on the related Calculation Date,
then the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Rate Interest Determination Date of the rate for commercial
paper having the Index Maturity shown above as published in Composite
Quotations under the heading "Commercial Paper" (with an Index Maturity of one
month or three months being deemed to be equivalent to an Index Maturity of 30
days or 90 days, respectively). If by 3:00 P.M., New York City time, on the
related Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the Commercial Paper Rate on such Commercial Paper
Rate Interest Determination Date shall be as calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the
offered rates at approximately 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity specified above placed for an
industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized securities rating agency; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate determined on such
Commercial Paper Rate Interest Determination Date shall be the Commercial
Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" shall be 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 interest period for which interest is being
calculated.
Eleventh District Cost of Funds Rate. If an Interest Rate
Basis for this Note is the Eleventh District Cost of Funds Rate, as indicated
above, the Eleventh District Cost of Funds Rate shall be determined on the
applicable Interest Determination Date (an "Eleventh District Cost of Funds
Rate Interest Determination Date"), and shall be the rate equal to the monthly
weighted average cost of funds for the calendar month preceding such Eleventh
District Cost of Funds Rate Interest Determination Date as set forth under the
caption "11th District" on Telerate Page 7175 as of 11:00 A.M., San Francisco
time, on such Eleventh District Cost of Funds Rate Interest Determination
Date. If such rate does not appear on Telerate Page 7175 on any related
Eleventh District Cost of Funds Rate Interest Determination Date, the Eleventh
District Cost of Funds Rate for such Eleventh District Cost of Funds Rate
Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate
for the calendar month next preceding such Eleventh District Cost of Funds
Rate Interest Determination Date, then the Eleventh District Cost of Funds
Rate for such Eleventh District Cost of Funds Rate Interest Determination Date
shall be the Eleventh District Cost of Funds Rate in effect on such Eleventh
District Cost of Funds Rate Interest Determination Date.
Determination of Federal Funds Rate. If an Interest Rate Basis
for this Note is the Federal Funds Rate, as indicated above, the Federal Funds
Rate shall be determined on the applicable Interest Determination Date (a
"Federal Funds Rate Interest Determination Date"), as the rate on that date
for Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If by 3:00 P.M., New York City time, on the
related Calculation Date, such rate is not yet published in either H.15(519)
or Composite Quotations, then the Federal Funds Rate for such Federal Funds
Rate Interest Determination Date shall be calculated by the Calculation Agent
and shall be the arithmetic mean of the rates for the last transaction in
overnight United States dollar Federal funds arranged by three leading brokers
of Federal funds transactions in The City of New York selected by the
Calculation Agent prior to 9:00 A.M., New York City time on such Federal Funds
Rate Interest Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Federal Funds Rate determined on such Federal Funds Rate
Interest Determination Date shall be the Federal Funds Rate in effect on such
Federal Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this
Note is LIBOR, as indicated above, LIBOR will be determined on the applicable
Interest Determination Date (a "LIBOR Interest Determination Date"), as
follows:
(a)(i) if "LIBOR Reuters" is specified above, the arithmetic
mean of the offered rates (unless the specified Designated LIBOR Page (as
defined below) by its terms provides only for a single rate, in which case
such single rate shall be used) for deposits in United States dollars having
the Index Maturity specified above, commencing on the second London Business
Day immediately following such LIBOR Interest Determination Date, that appear
on the Designated LIBOR Page specified above as of 11:00 A.M. London time, on
that LIBOR Interest Determination Date, if at least two such offered rates
appear (unless, as aforesaid, only a single rate is required) on such
Designated LIBOR Page, or
(ii) if "LIBOR Telerate" is specified above, the rate for
deposits in United States dollars having the Index Maturity specified above
commencing on the second London Business Day immediately following that LIBOR
Interest Determination Date that appears on the Designated LIBOR Page
specified above as of 11:00 A.M. London time, on that LIBOR Interest
Determination Date. If fewer than two offered rates appear, or no rate
appears, as applicable, LIBOR in respect of the related LIBOR Interest
Determination Date will be determined as if the parties had specified the rate
described in paragraph (b) below.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified above, the display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London interbank rates of major banks for United
States dollars, or (b) if "LIBOR Telerate" is specified above, the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for United States dollars. If neither LIBOR
Reuters nor LIBOR Telerate is specified above, LIBOR for United States dollars
will be determined as if LIBOR Telerate Page 3750 had been specified.
(b) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear on the Designated LIBOR Page as
specified above, the Calculation Agent shall request the principal London
offices of each of four major reference banks in the London interbank market,
as selected by the Calculation Agent, to provide the Calculation Agent with
its offered quotation for deposits in United States dollars for the period of
the Index Maturity shown above, commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date, to prime banks
in the London interbank market at approximately 11:00 A.M., London time, on
such LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in such U.S. dollars in such market at
such time. If at least two such quotations are provided, LIBOR determined on
such LIBOR Interest Determination Date shall be the arithmetic mean of such
quotations as determined by the Calculation Agent. If fewer than two
quotations are provided, LIBOR determined on such LIBOR Interest Determination
Date shall be calculated by the Calculation Agent as the arithmetic mean of
the rates quoted at approximately 11:00 A.M., New York City time, on such
LIBOR Interest Determination Date by three major banks in The City of New York
selected by the Calculation Agent for loans in United States dollars to
leading European banks having the Index Maturity specified above and in a
principal amount that is representative for a single transaction in such U.S.
dollars in such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, LIBOR determined on such LIBOR Interest Determination Date
shall be LIBOR in effect on such LIBOR Interest Determination Date.
Determination of Prime Rate. If an Interest Rate Basis for
this Note is the Prime Rate, as indicated above, the Prime Rate shall be
determined on the applicable Interest Determination Date (a "Prime Rate
Interest Determination Date") as the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan." If such rate is
not published prior to 9:00 A.M., New York City time, on the related
Calculation Date, then the Prime Rate shall be the arithmetic mean of the
rates of interest publicly announced by each bank that appears on the Reuters
Screen USPRIME1 Page as such bank's prime rate or base lending rate as in
effect for that Prime Rate Interest Determination Date. If fewer than four
such rates but more than one such rate appear on the Reuters Screen USPRIME1
Page for such Prime Rate Interest Determination Date, the Prime Rate shall be
the arithmetic mean of the prime rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation Agent. If
fewer than two such rates appear on the Reuters Screen USPRIME1 Page, the Prime
Rate will be determined by the Calculation Agent on the basis of the rates
furnished in The City of New York by three substitute banks or trust companies
organized and doing business under the laws of the United States, or any State
thereof, having total equity capital of at least $500 million and being
subject to supervision or examination by Federal or state authority, selected
by the Calculation Agent to provide such rate or rates; provided, however,
that if the banks or trust companies selected as aforesaid are not quoting as
mentioned in this sentence, the Prime Rate for such Prime Rate Interest
Determination Date will be the Prime Rate as determined based on the last such
rate published in H.15(519).
"Reuters Screen USPRIME1 Page" means the display designated as
page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other page
as may replace the USPRIME1 page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks).
Determination of Treasury Rate. If an Interest Rate Basis for
this Note is the Treasury Rate, as specified above, the Treasury Rate shall be
determined on the applicable Interest Determination Date (a "Treasury Rate
Interest Determination Date") as the rate applicable to the most recent
auction of direct obligations of the United States ("Treasury Bills") having
the Index Maturity specified above, as such rate is published in H.15(519)
under the heading "Treasury Bills -- auction average (investment)" or, if not
so published by 3:00 P.M., New York City time, on the related Calculation
Date, the auction average rate (expressed as a bond equivalent on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) 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 above are not reported as provided by 3:00 P.M., New York
City time, on such Calculation Date, or if no such auction is held in a
particular week, then the Treasury Rate hereon shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on such Treasury Rate
Interest Determination Date of three leading primary United States government
securities dealers as selected by the Calculation Agent for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity
specified above; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate will be the Treasury Rate in effect on such Treasury Rate
Interest Determination Date.
Any provision contained herein with respect to the
determination of an Interest Rate Basis, the specification of Interest Rate
Basis, calculation of the Interest Rate applicable to this Note, its payment
dates or any other matter relating hereto may be modified as specified in an
Addendum relating hereto if so specified above.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified above. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States law, of general application.
At the request of the Holder hereof, the Calculation Agent
shall provide to the Holder hereof the interest rate hereon then in effect
and, if determined, the interest rate which shall become effective as of the
next Interest Reset Date.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Indenture then Outstanding and affected, voting as one class, to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Indenture or modify in any manner the rights of the Holders of the
Securities of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the Holder of each outstanding
Security affected thereby, (i) extend the stated maturity of the principal of
any Security, or reduce the principal amount thereof or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof or change the currency in which the principal thereof
(including any amount in respect of original issue discount) or interest
thereon is payable or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy or impair the
right to institute suit for the enforcement of any payment on any Security
when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Indenture, the consent of the
Holders of which is required for any such modification. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating
the maturity of such Securities, the Holders of a majority in aggregate
principal amount Outstanding of the Securities of such series (or, in the case
of certain defaults or Events of Default, all or certain series of the
Securities) may on behalf of the Holders of all the Securities of such series
(or all or certain series of the Securities, as the case may be) waive any
such past default or Event or Default and its consequences. The preceding
sentence shall not, however, apply to a default in the payment of the
principal of or interest on any of the Securities. Any such consent or waiver
by the Holder of this Note (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and any Notes which may be issued in exchange or
substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.
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 interest on
this Note at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the registry
books of the Company, upon surrender of this Note for registration of transfer
at the office or agency of the Company maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or by its attorney
duly authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or facsimile
of its corporate seal to be imprinted hereon.
[FACSIMILE OF SEAL] SUNAMERICA INC.
By:
-----------------------------------
Name:
Title:
Attest:
By:
--------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:
--------------------------
Authorized Officer
Dated:
-----------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which the Company
shall from time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any, shown on the
face of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000) which
the Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the
portion not being repaid).
$
Date: NOTICE: The signature on this Option to Elect
Repayment must correspond with the name as
written upon the face of this Note in every
particular, without alteration or enlargement or
any change whatsoever.
Signature Guarantee:
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto (insert Taxpayer
Identification No.) (Please print or
typewrite name and address including postal zip code of assignee)
the within Note and all rights
thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note on the books of the Company with full
power of substitution in the premises.
Dated: NOTICE: The signature of the registered Holder
to this assignment must correspond with the name
as written upon the face of the within
instrument in every particular, without
alteration or enlargement or any change
whatsoever.
Signature Guarantee:
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations.
TEN COM -- as tenants in common
UNIF GIFT MIN ACT -- . . . . . . . . . . . . . Custodian . . . . . . . . . .
(Cust) (Minor)
Under Uniform Gifts to Minors Act
. . . . . . . . . . . . . . . . . . .
(State)
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
