<PAGE>
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): March 2, 1995
-------------
Beneficial Corporation
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-1177 51-0003820
- ------------------------ ------------ ----------------
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
One Christina Centre, 301 North Walnut Street,
Wilmington, Delaware 19801
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 425-2500
No Change
----------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 7. Financial Statements and Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
1.1 Form of Distribution Agreement between the
Company and the Agents named therein, dated
March 2, 1995, relating to the distribution
of the Company's Medium-Term Notes, Series H.
4.1 Form of Fixed Rate Medium-Term Note, Series H
(Global).
4.2 Form of Fixed Rate Medium-Term Note, Series H
(Certificated).
4.3 Form of Floating Rate Medium-Term Note,
Series H (Global).
4.4 Form of Floating Rate Medium-Term Note,
Series H (Certificated).
</TABLE>
2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BENEFICIAL CORPORATION
-----------------------
(Registrant)
By:/s/ Thomas P. McGough
---------------------
Name: Thomas P. McGough
Title: Senior Vice President --
Finance and Treasurer
Dated: March 2, 1995
3
<PAGE>
Exhibit Index
--------------
<TABLE>
<CAPTION>
Exhibit Description
Number of Exhibit Page
------ ---------- ----
<S> <C> <C>
1.1 Form of Distribution Agreement between the
Company and the Agents named therein, dated
March 2, 1995, relating to the distribution of
the Company's Medium-Term Notes, Series H.
4.1 Form of Fixed Rate Medium-Term Note, Series H
(Global).
4.2 Form of Fixed Rate Medium-Term Note, Series H
(Certificated).
4.3 Form of Floating Rate Medium-Term Note, Series H
(Global).
4.4 Form of Floating Rate Medium-Term Note, Series H
(Certificated).
4
</TABLE>
<PAGE>
BENEFICIAL CORPORATION
Medium-Term Notes, Series H
Due Nine Months or More From
Date of Issue
DISTRIBUTION AGREEMENT
March 2, 1995
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
North Tower
World Financial Center
New York, New York 10281-1310
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260-0060
UBS SECURITIES INC.
299 Park Avenue
New York, New York 10171-0026
Dear Sirs:
Beneficial Corporation (the "Company") confirms its agreement
with each of you (you are hereinafter sometimes referred to individually as an
"Agent" and collectively as the "Agents") with respect to the issue and sale by
the Company of up to $3,000,000,000 aggregate principal amount, or aggregate
initial issue price, of its Medium-Term Notes, Series H due nine months or more
from date of issue (the "Notes"), or the equivalent thereof if any of the Notes
is denominated in a foreign currency or
<PAGE>
currency unit. The Notes are to be issued pursuant to the First Supplemental and
Restated Indenture, dated as of December 1, 1990 (the "Indenture"), between the
Company and The Chase Manhattan Bank (National Association), as Trustee (the
"Trustee").
The terms and conditions stated in Section 1 through 13 and
Exhibits A, B and C of the form of Distribution Agreement between the Company
and you relating to distribution of the Company's Medium-Term Notes filed with
the Securities and Exchange Commission as Exhibit 1.2 to the Company's
Registration Statement on Form S-3 (Reg. No. 33-51833) (herein called the
"Standard Form Distribution Agreement"), a copy of which is attached hereto as
Annex I, are incorporated herein by reference with the same force and effect,
except as specifically amended herein, as though fully set out herein.
Subject to the terms and conditions of the Standard Form
Distribution Agreement as so amended, the Company hereby (i) appoints each of
you as agents of the Company for the purpose of soliciting purchases of the
Notes from the Company by others and (ii) agrees that whenever the Company
determines to sell Notes directly to any Agent as principal, it will enter into
a separate agreement with such principal relating to such sale in accordance
with the provisions of Section 2(b) hereof (each a "Terms Agreement"), which
Terms Agreement may be either oral or in writing in substantially the form of
Exhibit A hereto.
2
<PAGE>
The terms and conditions stated in the Standard Form
Distribution Agreement, insofar as they relate to the Notes, are hereby amended
in the following respects:
1. The first two sentences of subsection (a) of
Section 1 of the Standard Form Distribution Agreement are hereby amended to read
as follows:
(a) The Company meets the requirements for the
use of Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), and
has carefully prepared and filed with the
Securities and Exchange Commission (the
"Commission") a registration statement on
Form S-3 (Registration No. 33-57541) (the
"Registration Statement"), relating to
$3,000,000,000 principal amount of debt
securities (the "Debt Securities"), to be
offered from time to time in accordance with
Rule 415 of the rules and regulations of the
Commission under the Securities Act (the
"Regulations"), of which the entire
$3,000,000,000 principal amount shall
constitute the Notes. The Registration
Statement became effective as of 2 p.m., New
York time, on February 24, 1995.
2. The fourth sentence of subsection (a) of
Section 1 of the Standard Form Distribution Agreement is hereby amended to read
as follows:
The prospectus dated February 24, 1995, including the
Incorporated Documents, which constitutes a part of
the Registration Statement, as amended at the time
the Registration Statement became effective or any
post-effective amendment thereto becomes effective,
together with the prospectus supplement dated March
2, 1995 (the "Prospectus Supplement"), relating to
the offering of the Notes, are hereinafter referred
to collectively as the "Prospectus," except that if
the Prospectus is thereafter amended or supplemented
pursuant to Rule 424(b) of the Regulations or
additional Incorporated Documents are filed, the term
"Prospectus" shall mean the prospectus,
3
<PAGE>
including the Incorporated Documents, as so amended
or supplemented pursuant to Rule 424(b) or by the
filing of additional Incorporated Documents, from and
after the date such amended prospectus or supplement
is first used or filed with the Commission or the
date such additional Incorporated Documents are so
filed, as the case may be.
3. The third paragraph of subsection (a) of
Section 2 of the Standard Form Distribution Agreement is hereby amended to read
as follows:
The Company agrees to pay each Agent a commission
equal to the following percentage of the principal
amount of each Note sold in an agency transaction
solicited by such Agent; except that the commission
rate for Notes with a term of more than 30 years
shall be negotiated at the time of sale. The
commission shall be deducted by the Agent from the
amount remitted to the Trustee in payment for such
Note:
4
<PAGE>
<TABLE>
<CAPTION>
Term Commission Rate
---- ----------------
<S> <C>
From 9 months to 18 months .125%
More than 18 months to 2 years .200%
More than 2 years to 3 years .250%
More than 3 years to 4 years .350%
More than 4 years to 5 years .400%
More than 5 years to 7 years .475%
More than 7 years to 8 years .525%
More than 8 years to 10 years .550%
More than 10 years to less than 15 years .575%
From 15 years to less than 20 years .650%
From 20 years to 30 years .700%
More than 30 years To be negotiated
</TABLE>
4. The date referred to in clause (vii) of
subsection (a) of Section 5 shall be September 30, 1994.
5. The references to Breed, Abbott & Morgan in subsection (b)
of Section 5 and in the penultimate paragraph of Section 5 are hereby amended to
refer to Whitman Breed Abbott & Morgan.
6. Subsection (c) of Section 5 of the Standard
Form Distribution Agreement is hereby amended to read as
follows:
You shall have received on the date hereof an
opinion, addressed to you, dated the date hereof, of
Dewey Ballantine, counsel for the Company,
substantially identical to the draft of such opinion
heretofore delivered to you. Such counsel shall also
furnish to you an opinion or opinions, dated the date
hereof, obtained in connection with the offering of
the Notes from counsel regularly employed by the
Company or any of its subsidiaries as to matters of
law contained in the thirteenth, fourteenth and
fifteenth paragraphs under the heading
"Operations--Consumer Financial Services" on page 3
of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (or the
comparable material contained in any Annual Report on
Form 10-K subsequently filed by the Company), with
respect to the filing of all documents required to be
filed as exhibits to the
5
<PAGE>
Registration Statement and as to the absence of
litigation or other proceedings affecting the Company
or any of its subsidiaries that would be required to
be disclosed in the Registration Statement and the
Prospectus pursuant to the applicable requirements of
the Securities Act and the Regulations that are not
so disclosed, and such counsel shall state that you
are justified in relying upon such opinion or
opinions so furnished.
7. Section 11 of the Standard Form Distribution
Agreement is hereby amended to read as follows:
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 written telecommunication, if to Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated directed to it at Merrill
Lynch World Headquarters, World Financial
Center, North Tower, 10th Floor, New York,
New York 10281-1310, Attention: MTN Product
Management (Telecopier No. 212-449-2234); if
to J.P. Morgan Securities Inc., directed to
it at 60 Wall Street, New York, New York
10260-0060, Attention: Maureen Krim
(Telecopier No. 212-648-5151); if to UBS
Securities Inc., directed to it at 299 Park
Avenue, New York, New York 10171-0026,
Attention: Richard M. Messina (Telecopier
No. 212-821-4083); and if to the Company
directed to it at One Christina Centre, 301
North Walnut Street, Wilmington, Delaware
19801, Attention: James H. Gilliam, Jr.,
Executive Vice President and General Counsel
(Telecopier No. 302-425-2512), or, in any
case, if mailed or transmitted to such other
person at such other address as may be
designated in a notice mailed or transmitted
as aforesaid.
8. The Medium-Term Notes and the Distribution
Agreement referenced in Exhibit A of the Standard Form
Distribution Agreement shall be the Notes (Medium-Term
Notes, Series H) and this Distribution Agreement dated March
2, 1995, respectively. The address of Beneficial
6
<PAGE>
Corporation in Exhibit A of the Standard Form Distribution Agreement shall be
amended to read as follows:
One Christina Centre
301 North Walnut Street
Wilmington, Delaware 19801
9. The first and second sentences of the first
paragraph of Exhibit B of the Standard Form Distribution
Agreement are hereby amended to read as follows:
Medium-Term Notes, Series H (the "Notes"), are to be
offered on a continuing basis by Beneficial
Corporation (the "Company"). Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc. and UBS Securities Inc.
(referred to herein collectively as the "Agents" and
singularly as the "Agent") have each agreed to use
their best efforts to solicit offers to purchase
Notes from the Company pursuant to a Distribution
Agreement dated March 2, 1995, between each of them
and the Company (the "Agreement").
10. The sixth and seventh sentences of the first
paragraph of Exhibit B of the Standard Form Distribution
Agreement are hereby amended to read as follows:
Debt Securities in the aggregate principal amount of
$3,000,000,000 have been registered with the
Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, as
provided in the Agreement, of which the entire
$3,000,000,000 principal amount constitute the Notes.
The Chase Manhattan Bank (National Association) (the
"Trustee") is the trustee under the Indenture
covering the Notes (the "Indenture").
11. The text next to the caption "Maturities:" in
Part I of Exhibit B of the Standard Form Distribution
Agreement is hereby amended to read as follows:
7
<PAGE>
Each Note will mature on a date selected by the
purchaser and agreed to by the Company, such date
being not less than nine months from its Original
Issue Date; provided, however, that Floating Rate
Notes will mature on an Interest Payment Date.
12. The text of the second and third paragraphs next to the
caption "Preparation of Supplement:" in Part I of Exhibit B of the Standard Form
Distribution Agreement is hereby amended to read as follows:
If an identical Pricing Supplement has not been
previously filed with the Commission, the Company
will also file the Pricing Supplement with the
Commission within the time period required under Rule
424(b)(2). One copy of the Pricing Supplement (along
with a copy of the cover letter, if any, sent to the
Commission if a filing with the Commission was
required) will be delivered or mailed to the Agents
at the following addresses: MTN Product Management,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Merrill Lynch World Headquarters,
World Financial Center, North Tower, 10th Floor, New
York, New York 10281- 1310; Documentation Group, J.P.
Morgan Securities Inc., 60 Wall Street, New York, New
York 10260-0060, Attention: Maureen Krim; and UBS
Securities Inc., 299 Park Avenue, New York, New York
10171-0026, Attention: Richard M. Messina; and to the
Trustee, at 4 Chase Metrotech Center, 3rd Floor,
Brooklyn, New York 11245, Attention: Tom Provanzano.
The Company shall supply the Agents via next
business day mail or telecopy to arrive no
later than noon on the Business Day following
the trade date with an adequate supply of
Prospectuses and Pricing Supplements at the
following addresses: Merrill Lynch & Co.
Tritech Services, 4 Corporate Place,
Corporate Park 287, Piscataway, New Jersey
08854, Attention: Nachman Kimerling, Final
Prospectus Unit (Telecopier No. 908-885-
2775); Edit Desk, J.P. Morgan Securities
Inc., 60 Wall Street, New York, New York
10260-0060, Attention: Marco Vitali
(Telecopier No. 212-648-5903); and UBS
8
<PAGE>
Securities Inc., 299 Park Avenue, New York,
New York 10171-0026, Attention: Richard M.
Messina (Telecopier No. 212-821-4083).
13. The text next to the caption "Notices to Trustee:" in Part
I of Exhibit B of the Standard Form Distribution Agreement is hereby amended to
read as follows:
Unless otherwise specified, all notices and
other communications to the Trustee should be
directed to The Chase Manhattan Bank
(National Association), 4 Chase Metrotech
Center, 3rd Floor, Brooklyn, New York 11245,
Attention: Tom Provanzano (Telephone No. 718-
242-7290 and Telecopier No. 718-242-5886).
14. The first sentence of Part II of Exhibit B of
the Standard Form Distribution Agreement is hereby amended
to read as follows:
In connection with the qualification of Book- Entry
Notes for eligibility in the book-entry system
maintained by DTC, the Trustee will perform the
custodial, document control and administrative
functions described below, in accordance with its
respective obligations under a Letter of
Representation from the Company and the Trustee to
DTC, dated March 2, 1995, and a Medium-Term Note
Certificate Agreement, dated March 10, 1989 and
amended as of March 2, 1995, between the Trustee and
DTC (the "Certificate Agreement"), and its
obligations as a participant in DTC, including DTC's
Same-Day Fund Settlement System ("SDFS").
15. The caption "Failure of Purchaser to Delivery Make
Payment:" in Part III of Exhibit B of the Standard Form Distribution Agreement
is hereby amended to read "Failure of Purchaser to Accept Delivery or Make
Payment:".
16. Exhibit C of the Standard Form Distribution
Agreement is hereby amended to read as follows:
FOREIGN CURRENCY AMENDMENT
9
<PAGE>
(Insert Title of Foreign Currency or Currency
Unit to be Covered by this Amendment)
The undersigned hereby agree that for the purposes of
the issue and sale of Notes denominated in [title of
currency or currency unit] (the "Applicable Foreign
Currency") pursuant to the Distribution Agreement,
dated March 2, 1995 (the "Distribution Agreement"),
the following additions and modifications shall be
made to the Distribution Agreement. The additions and
modifications adopted hereby shall be of the same
effect for the sale under the Distribution Agreement
of all Notes denominated in the Applicable Foreign
Currency, whether offered on an agency or principal
basis, but shall be of no effect with respect to
Notes denominated in any currency other than the
Applicable Foreign Currency.
Except as otherwise expressly provided herein, all
terms used herein that are defined in the
Distribution Agreement shall have the same meanings
as in the Distribution Agreement. The term[s] Agent
[or Agents], as used in the Distribution Agreement,
shall be deemed to refer [only] to the undersigned
Agent[s] for purposes of this Amendment.
[Insert appropriate additions and modifications to
the Distribution Agreement, for example, to opinions
of counsel, conditions to obligations and settlement
procedures, according to the customary practice of
the Agent [or Agents] when acting as underwriters in
offerings denominated in the Applicable Foreign
Currency.]
____________, 199_
BENEFICIAL CORPORATION
By_________________________
Name:______________________
Title:_____________________
[Name of Agent(s) participating in the
offering of Notes in the Applicable Foreign
Currency]
10
<PAGE>
By_________________________
Name:______________________
Title:_____________________
11
<PAGE>
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement between
you and us in accordance with its terms.
Very truly yours,
BENEFICIAL CORPORATION
By_________________________
Name:___________________
Title:__________________
CONFIRMED AND ACCEPTED, as of the date first above written:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By_______________________________
Name:__________________________
Title:_________________________
J.P. MORGAN SECURITIES INC.
By_______________________________
Name:__________________________
Title:_________________________
UBS SECURITIES INC.
By_______________________________
Name:__________________________
Title:_________________________
12
<PAGE>
ANNEX I
Annex I was previously filed as Exhibit 1.2 to
Beneficial Corporation's Registration Statement on Form S-3
(Reg. No. 33-51833).
13
<PAGE>
BENEFICIAL
CORPORATION
REGISTERED PRINCIPAL AMOUNT
No. FXC-- $3,000,000,000
Medium-Term Notes, Series H
(Fixed Rate)
INTEREST PAYABLE EACH JUNE 15, DECEMBER 15 AND AT MATURITY OR AS
FOLLOWS:______________
ORIGINAL ISSUE DATE:________
INTEREST RATE:______________
MATURITY DATE:______________
OTHER PROVISIONS:________________
BENEFICIAL CORPORATION, a Delaware corporation (herein called the
"Company"), for value received, hereby promises to pay to
or registered assigns, the principal amount of_________________________________
__________________________________________________ DOLLARS on the maturity date
set forth above at the office or agency of the Company for such payment in The
City of New York, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts, and to pay interest on said principal amount until maturity at the rate
per annum set forth above (on the basis of a 360-day year consisting of twelve
30-day months or as otherwise provided above), at such office or agency, in like
coin or currency, semi-annually on June 15 and December 15 of each year or as
otherwise provided above, until the date on which payment of said principal
amount has been made or duly provided for, and on such date. Unless otherwise
provided above, such interest shall be payable from the date hereof if there has
been no Predecessor Note (as defined in the Indenture hereinafter referred to)
of this Note or, if there has been such a Predecessor Note or Notes, from the
June 15, December 15 or other applicable date, as the case may be, next
preceding the date hereof to which interest has been most recently paid on a
Predecessor Note, unless (A) the date hereof is a date to which interest has
been so paid, in which case from the
1
<PAGE>
date hereof, or (B) the date hereof is between the last day of the month next
preceding a June 15 or December 15 or such other date on which interest hereon
is payable (other than a June 15 or December 15 or such other date on which
interest hereon is payable which is the maturity date of this Note) and such
June 15 or December 15 or such other date on which interest hereon is payable
and there was outstanding on such last day of the month a Predecessor Note of
this Note, in which case from such June 15 or December 15 or such other date on
which interest hereon is payable; provided, however, that if the Company shall
default in payment of the interest due on such June 15 or December 15 or such
other date on which interest hereon is payable, then from the preceding June 15
or December 15 or such other date on which interest hereon is payable to which
interest has been most recently paid, or, if interest has not been paid on any
Predecessor Note of this Note, then from the date of the earliest such
Predecessor Note. Notwithstanding the preceding sentence, if interest has not
been paid on this Note and there have been one or more Predecessor Notes of this
Note (other than as described in clause (B) of the preceding sentence) and
interest has not been paid on any such Predecessor Note, interest shall be
payable from the date of the earliest such Predecessor Note. Except as otherwise
provided above or in the Indenture hereinafter referred to and in the next
sentence, the interest payable hereon on any June 15 or December 15 or such
other date on which interest hereon is payable shall be payable to the person in
whose name this Note is registered at the close of business on the last calendar
day of the month next preceding the month in which such interest payment is due
and may be paid, at the option of the Company, by check mailed to the person in
whose name this Note is registered at the close of business on the relevant
record date as shown in the Note Register (as defined in the Indenture
hereinafter referred to). Notwithstanding the foregoing, a holder of at least
U.S. $10,000,000 in aggregate principal amount of Notes issued in certificated
form having the same Interest Payment Dates may by written notice to the Trustee
on or before the relevant record date preceding an Interest Payment Date arrange
to have the interest payable on all Notes held by such holder on such Interest
Payment Date and all subsequent Interest Payment Dates, until written notice to
the contrary is given to the Trustee, made by wire transfer of immediately
available funds to an account at a bank in The City of New York (or other bank
consented to by the Company) designated by such holder (provided that such bank
has appropriate facilities therefor). Interest payable hereon on the maturity
date set forth above shall be payable to the same person to whom the principal
amount hereof shall be payable. Unless otherwise provided above, if the date of
this Note is between the last calendar day of the month next preceding a June 15
or December 15 or other interest payment date and such interest payment date,
then the first payment of interest hereon will be due and payable on the earlier
to occur of (C) the December 15 or June 15 or other applicable date on which
interest is payable next succeeding such interest payment date and (D) the
maturity date of this Note. If any Interest Payment Date or the maturity date of
a Fixed Rate Note falls on a day that is not a Business Day, payment of
principal or interest will be made on the next Business Day as if it were made
on the date such payment was due, and no interest will accrue on the amount so
payable for the period from and after such Interest Payment Date or the maturity
date, as the case may be.
Unless the Certificate of Authentication herein has been
executed by the Trustee 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.
The provisions of this Note are continued on the reverse
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
2
<PAGE>
IN WITNESS WHEREOF, BENEFICIAL CORPORATION has caused this
Instrument to be signed manually or by facsimile signature by its Chairman of
the Board of Directors, a Vice Chairman of the Board of Directors, President, a
Member of the Office of the President or one of its Vice Presidents and by its
Treasurer or one of its Assistant Treasurers or its Secretary or one of its
Assistant Secretaries, and a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
BENEFICIAL CORPORATION
By_________________________________
Member of the Office of the
President and Chief Financial Officer
By_____________________________________
Secretary
3
<PAGE>
[REVERSE OF NOTE]
This Note is one of a duly authorized issue of notes of the Company,
designated generally as its Medium-Term Notes, Series H (the "Notes"). The Notes
are issued or to be paid under and pursuant to the Indenture dated as of
December 1, 1990 (herein called the "Indenture"), duly executed and delivered by
the Company to The Chase Manhattan Bank (National Association), Trustee (herein
called the "Trustee"), to which Indenture and all Indentures supplemental
thereto reference is hereby made for a description of the rights, limitation of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes. The Notes constitute a single series for
purposes of the Indenture unlimited in aggregate principal amount.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared due and
payable, with the effect and subject to the conditions provided in the
Indenture. The Indenture provides that the holders of the majority in aggregate
principal amount of the Notes at the time outstanding may on behalf of the
holders of all of the Notes waive any past default under the Indenture and its
consequences, except a default in the payment of principal of or interest on any
of the Notes, in the manner and to the extent provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Notes at the time outstanding, evidenced as in the
Indenture provided, to execute supplemental Indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental Indenture or modifying in any manner the rights of the
holders of the Notes; provided, however, that no such supplemental Indenture
shall (i) extend the fixed maturity of any Note, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or make the principal thereof or interest thereon payable in any coin or
currency other than that hereinabove provided, without the consent of the holder
of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental Indenture,
without the consent of the holders of all Notes then outstanding.
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 and place and at the rate and in the coin or currency herein
prescribed.
The Notes are issuable as registered Notes only, in the denomination of
$25,000 and any larger denomination which is an integral multiple of $1,000
approved by the Company, such approval to be evidenced by the execution thereof.
This Note is transferable by the registered holder hereof in person or by
his attorney duly authorized in writing on the books of the Company at the
office or agency to be maintained by the Company for that purpose in The City of
New York, but only in the manner, subject to the limitations and upon payment of
any tax or governmental charge for which the Company may require reimbursement
as provided in the Indenture, and upon surrender and cancellation of this Note.
Subject to limitations set forth in the Indenture, upon any registration or
transfer, a new registered Note or Notes of authorized denomination or
denominations, and in the same aggregate principal amount will be issued to the
transferee in exchange therefor.
4
<PAGE>
The Company, the Trustee, any paying agent and any Note registrar may deem
and treat the registered holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and not withstanding any notations of
ownership or other writing hereon made by anyone other than the Note Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and interest due hereon, as herein provided and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Note registrar
shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or interest on
this Note, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture or any Indenture supplemental thereto,
against any incorporator, stockholder, officer or director such past, present or
future of the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, and such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.
Unless otherwise specified on the face hereof, this Note is defeasible
pursuant to Section 12.02 of the Indenture.
The Notes are not redeemable prior to maturity.
This Note shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be construed in accordance with the laws
of said State.
[TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated:____________
This is one of the Notes of the series designated herein issued under the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK (National Association),
as Trustee
By_____________________________________________
Authorized Officer
__________________________________________
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
TENANT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT -- ______________Custodian___________
(Cust) (Minor)
_________________
5
<PAGE>
(State)
Additional abbreviations may also be used though not in the above list.
___________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
{Insert Social Security or other Identifying Number of Assignee}_______________
________________________________________________________________________________
Please print or typewrite name and address of assignee
_______________________________________________________________________________
the within Note of BENEFICIAL CORPORATION and hereby does irrevocably constitute
and appoint
_______________________________________________________________________ Attorney
to transfer the said Note on the books of the within-mentioned Company, with
full power of substitution in the premises.
Dated____________
____________________________________________________________
Notice: The signature to this assignment must correspond
with the name as written upon the face of the Note in every
particular without alteration or enlargement or any change
whatever.
____________________________________________________________
6
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR THE REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO., OR SUCH NAME AS
REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE
& CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO. HAS
AN INTEREST HEREIN
BENEFICIAL CORPORATION
MEDIUM-TERM NOTE, SERIES H
(FIXED RATE)
REGISTERED PRINCIPAL AMOUNT
No. $3,000,000,000
INTEREST PAYABLE EACH JUNE 15 AND DECEMBER 15 AND AT MATURITY OR AS
FOLLOWS:
CUSIP
ORIGINAL ISSUE DATE:
INTEREST RATE:
MATURITY DATE:
OTHER PROVISIONS:
BENEFICIAL CORPORATION, a Delaware corporation (herein called the "Company"),
for value received, hereby promises to pay to
or registered assigns, the principal amount of ---------------------------------
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------DOLLARS
<PAGE>
on the Maturity Date set forth above at the office or agency of the Company for
such payment in The City of New York, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest on said principal
amount until maturity at the rate per annum set forth above (on the basis of a
360-day year consisting of twelve 30-day months or as otherwise provided
above), at such office or agency, in like coin or currency, semi-annually on
June 15 and December 15 of each year or as otherwise provided above, until the
date on which payment of said principal amount has been made or duly provided
for, and on such date. Unless otherwise provided above, such interest shall be
payable from the date hereof if there has been no Predecessor Note (as defined
in the Indenture hereinafter referred to) of this Note, or if there has been
such a Predecessor Note or Notes, from the June 15, December 15 or other
applicable date, as the case may be, next preceding the date hereof to which
interest has been most recently paid on a Predecessor Note, unless (A) the date
hereof is a date to which interest has been so paid, in which case from the date
hereof, or (B) the date hereof is between the last day of the month next
preceding June 15 or December 15 or such other date on which interest hereon is
payable (other than a June 15 or December 15 or such other date on which
interest hereon is payable which is the maturity date of this Note) and such
June 15 or December 15 or such other date on which interest hereon is payable
and there was outstanding on such last day of the month a Predecessor Note of
this Note, in which case from such June 15 or December 15 or such other date on
which interest hereon is payable; provided, however, that if the Company shall
default in payment of the interest due on such June 15 or December 15 or such
other date on which interest hereon is payable, then from the preceding June 15
or December 15 or such other date on which interest hereon is payable to which
interest has been most recently paid or, if interest has not been paid on any
Predecessor Note of this Note, then from the date of the earliest such
Predecessor Note. Notwithstanding the preceding sentence, if interest has not
been paid on this Note and there have been one or more Predecessor Notes of this
Note (other than as described in clause (B) of the preceding sentence) and
interest has not been paid on any such Predecessor Note, interest shall be
payable from the date of the earliest such Predecessor Note. Except as otherwise
provided above or in the Indenture hereinafter referred to and in the next
sentence, the interest payable hereon on any June 15 or December 15 or such
other date on which interest hereon is payable shall be payable to the person in
whose name this Note is registered at the close of business on the last calendar
day of the month next preceding the month in which such interest payment is due
and may be paid, at the option of the Company, by check mailed to the person
entitled thereto at his address appearing in the Note Register (as defined in
the Indenture hereinafter referred to). Interest payable hereon on the Maturity
Date set forth above shall be payable to the same person to whom the principal
amount hereof shall be payable. Unless otherwise specified above, if the date of
this Note is between the last calendar day of the month next preceding a June 15
or December 15 or other interest payment date and such interest payment date,
then the first payment of interest hereon will be due and payable on the earlier
to occur of (C) the December 15 or June 15 or other applicable date on which
interest is payable next succeeding such interest payment date and (D) the
Maturity Date of this Note. If any Interest Payment Date or the maturity date of
a Fixed Rate Note falls on a day that is not a Business Day, payment of
principal or interest will be made on the next Business Day as if it were made
on the date such payment was due, and no interest will accrue on the amount so
payable for the period from and after such Interest Payment Date or the maturity
date, as the case may be.
Unless the Certificate of Authentication hereon has been executed by
the Trustee 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.
The provisions of this Note are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.
2
<PAGE>
3
<PAGE>
IN WITNESS WHEREOF, BENEFICIAL CORPORATION has caused this Instrument
to be signed manually or by facsimile signature by its Chairman of the Board of
Directors, a Vice Chairman of the Board of Directors, President, a Member of the
Office of the President or one of its Vice Presidents and by its Treasurer or
one of its Assistant Treasurers or its Secretary or one of its Assistant
Secretaries, and a facsimile of its corporate seal to be affixed hereunto or
imprinted hereon.
BENEFICIAL CORPORATION
By
---------------------------------
Member of the Office of
the President, and Chief
Financial Officer
By
---------------------------------
Secretary
4
<PAGE>
[FORM OF REVERSE OF NOTE]
This Note is a Global Security evidencing a portion of a duly authorized
issue of notes of the Company, designated generally as its Medium-Term Notes,
Series H (the "Notes"). The Notes are all issued or to be issued under and
pursuant to the Indenture dated as of December 1, 1990 (therein called the
"Indenture"), duly executed and delivered by The Chase Manhattan Bank (National
Association), Trustee (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitation of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the holders of the Notes. The Notes constitute a
single series for purposes of the Indenture, unlimited in aggregate principal
amount.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared due and
payable, with the effect and subject to the conditions provided in the
Indenture. The Indenture provides that the holders of the majority in aggregate
principal amount of the Notes at the time outstanding may on behalf of the
holders of all of the Notes waive any past default under the Indenture and its
consequences, except a default in the payment of principal of or interest on any
of the Notes, in the manner and to the extent provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental Indenture or modifying in any manner the rights
of the holders of the Notes; provided, however, that no such supplemental
Indenture shall (i) extend the fixed maturity of any Note, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or make the principal thereof or interest thereon payable in
any coin or currency other than that hereinabove provided, without the consent
of the holder of each Note so affected, or (ii) reduce the aforesaid percentage
of Notes, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then outstanding.
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 and place and at the rate and in the coin or currency herein
prescribed.
The Notes are issuable as registered Notes only, in the denomination of
$25,000 and any larger denomination which is an integral multiple of $1,000
approved by the Company, such approval to be evidenced by the execution thereof.
This Note is transferable by the registered holder hereof in person or
by his attorney duly authorized in writing on the books of the Company at the
office or agency to be maintained by the Company for that purpose in The City of
New York, but only in the manner subject to the limitations and upon payment of
any tax or governmental charge for which the Company may require reimbursement
as provided in the Indenture, and upon surrender and cancellation of this Note.
Subject to limitations set forth in the Indenture, upon any registration of
transfer, a new registered Note or Notes, of authorized denomination or
denominations, and in the same aggregate principal amount, will be issued to the
transferee in exchange therefor.
The Company, the Trustee, any paying agent, and any Note registrar may deem
and treat the registered holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notations of
ownership or other writing hereon
5
<PAGE>
made by anyone other than the Note registrar) for the purpose of receiving
payment of or on account of the principal hereof and interest due hereon as
herein provided and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Note registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of or
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or director, as such
past, present or future, of the Company or of any successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
Notwithstanding any other provision of this Note, unless and until it
is exchanged in whole or in part for Notes in definitive form, this Global
Security representing all or a portion of the Notes may not be transferred
except as a whole by the Depositary for such series to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee to a successor Depositary for this series of Notes or a nominee of such
successor Depositary.
Unless otherwise specified on the face hereof, this Note is defeasible
pursuant to Section 12.02 of the Indenture.
The Notes are not redeemable prior to maturity.
This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: __________
This is one of the Notes of the series designated herein issued under
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK (National Association)
as Trustee
By
---------------------------------
Authorized Officer
----------------------------------------
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.
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT __________ Custodian __________
TEN ENT - as tenants by the entries (Cust) (Minor)
JT TEN - as joint tenants with
right of survivorship ______________________
and not as tenants (State)
in common
</TABLE>
6
<PAGE>
Additional abbreviations may also be used though not in the above list.
7
<PAGE>
FOR VALUE RECEIVED the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE [_____________________] _________________
(Please print or
_______________________________________________________________________________
typewrite name and address of assignee)
the within Note of Beneficial Corporation and hereby does irrevocably constitute
and appoint
_______________________________________________________________________ Attorney
to transfer the said Note on the books of the within-mentioned Company, with
full power of substitution in the premises.
Dated:______________ _____________________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the face of
the Note in every particular without alteration or
enlargement or any change whatever.
8
<PAGE>
REGISTERED REGISTERED PRINCIPAL
No. FLR AMOUNT: $3,000,000,000
CUSIP
BENEFICIAL CORPORATION
MEDIUM-TERM NOTE, SERIES H
(FLOATING RATE)
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY: SPREAD:
SPREAD MULTIPLIER:
Maximum Interest Rate: Interest Payment Period:
Minimum Interest Rate: Interest Rate Reset Period:
Interest Payment Dates: Interest Reset Date(s):
Interest Determination Date: Calculation Agent:
Calculation Date:
Other Provisions:
<PAGE>
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
BENEFICIAL CORPORATION, a Delaware corporation (herein called the
"Company"), for value received, hereby promises to pay to or registered
assigns, the principal amount of Dollars on the Maturity Date shown above
(the "Maturity Date"), and to pay interest thereon at the rate per annum equal
to the Initial Interest Rate shown above until the first Interest Reset Date
shown above (an "Interest Reset Date") following the Original Issue Date shown
above (the "Original Issue Date") and thereafter at a rate determined in
accordance with the provisions on the reverse hereof, based upon the Interest
Rate Basis shown above, until the principal hereof is paid or duly made
available for payment. The Company will pay interest monthly, quarterly,
semiannually, annually or as shown above under Interest Payment Period on each
Interest Payment Date shown above (an "Interest Payment Date"), commencing with
the first Interest Payment Date immediately following the Original Issue Date,
and on the Maturity Date, provided that unless otherwise set forth above, if the
Original Issue Date is between a Record Date (the fifteenth calendar day,
whether or not a Business Day, prior to each Interest Payment Date) and an
Interest Payment Date, interest payments will commence on the Interest Payment
Date following the next succeeding Record Date, and provided further, that if an
Interest Payment Date would fall on a day that is not a Business Day, such
Interest Payment Date shall be the next succeeding Business Day, except that if
the Interest Rate Basis is LIBOR, as indicated above, and such next succeeding
Business Day falls in the next calendar month, such Interest Payment Date will
be the Business Day immediately preceding the Interest Payment Date. "Business
Day" means any day that is not a Saturday or Sunday and that in the City of New
York (and, with respect to LIBOR Notes, the City of London) is not a day on
which banking institutions are authorized or obligated by law to close. 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 (or one or more Predecessor Notes, as defined in the Indenture
hereinafter referred to) is registered at the close of business on the Record
Date for such interest, provided that interest payable on the Maturity Date will
be paid to the Person to whom the principal of this Note is payable.
Payment of the principal of and interest on this Note shall be made at
the office or agency of the Company designated for such payment in The City of
New York, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts; provided, however, payment of interest on any Interest Payment Date other
than the Maturity Date may be made, at the option of the Company, by check
mailed to the person entitled to receive such payment at such person's address
appearing in the Note Register (as defined in the Indenture hereinafter referred
to).
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture.
2
<PAGE>
IN WITNESS WHEREOF, BENEFICIAL CORPORATION has caused this Instrument
to be signed manually or by facsimile signature by its Chairman or any
Vice-Chairman of its Board of Directors, its President, a Member of the Office
of the President, or one of its Vice Presidents and by its Treasurer or one of
its Assistant Treasurers or its Secretary or one of its Assistant Secretaries,
and a facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.
BENEFICIAL CORPORATION
By_________________________________
Member of the Office of the
President and Chief Financial
Officer
By_________________________________
Secretary
3
<PAGE>
[FORM OF REVERSE OF NOTE]
This Note is a Global Security evidencing a portion of a duly authorized
issue of notes of the Company, designated generally as its Medium-Term Notes,
Series H (the "Notes"). The Notes are all issued or to be issued under and
pursuant to the Indenture dated as of December 1, 1990 (herein called the
"Indenture") duly executed and delivered by the Company to The Chase Manhattan
Bank (National Association), Trustee (herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Notes.
The Notes constitute a single series for purposes of the Indenture, unlimited in
aggregate principal amount.
This Note will bear interest at the rate determined by reference to the
Interest Rate Basis shown on the face hereof as adjusted by the Spread and/or
Spread Multiplier, if any, shown on the face hereof.
Unless otherwise specified on the face hereof, interest payable on this
Note on any Interest Payment Date will include accrued interest from and
including the Original Issue Date or from and including the immediately
preceding Interest Payment Date, as the case may be, to, but excluding, such
Interest Payment Date or the Maturity Date. 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 from the Original Issue Date or from the last
date to which interest shall have been paid, as the case may be, to the date for
which accrued interest is being calculated. The interest factor for each such
day shall be computed by dividing the interest rate applicable to such day by
360, in the case of Notes having as their Interest Rate Basis the Commercial
Paper Rate, LIBOR, the Federal Funds Rate or the Prime Rate or by the actual
number of days in the year, in the case of Notes having as their Interest Rate
Basis the Treasury Rate.
The interest rate in effect on each day shall be (a) if such day is an
Interest Reset Date, the interest rate with respect to the Interest
Determination Date (as defined below) pertaining to such Interest Reset Date, or
(b) if such day is not an Interest Reset Date, the interest rate with respect to
the Interest Determination Date pertaining to the next preceding Interest Reset
Date, subject in either case to any maximum or minimum interest rate limitation
on the face hereof and to any adjustment by a Spread and/or Spread Multiplier
set forth on the face hereof; provided, however, that unless otherwise specified
on the face hereof (i) the interest rate in effect from the Original Issue Date
to the first Interest Reset Date with respect to a Floating Rate Note shall be
the Initial Interest Rate set forth on the face hereof, and (ii) except with
respect to Notes which reset daily or weekly, the interest rate in effect for
the ten calendar days immediately prior to the Maturity Date shall be the rate
in effect on the tenth calendar day preceding the Maturity Date.
Commencing on the first Interest Reset Date following the Original Issue
Date, the rate at which interest on this Note is payable shall be reset daily,
weekly, monthly, quarterly, semiannually, annually or as shown on the face
hereof under Interest Rate Reset Period as of each Interest Reset Date. If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding Business Day,
except if the Interest Rate Basis is LIBOR and if such next succeeding Business
Day is in the next calendar month, such Interest Reset Date shall be the next
preceding Business Day. Each such reset rate shall be applicable on and after
the Interest Reset Date to which it relates to but not including the next
succeeding Interest Reset Date or the Maturity Date, as the case may be.
Unless otherwise specified on the face hereof, the "Interest Determination
Date" with respect to any Interest Reset Date for Notes having an Interest Rate
Basis of the Commercial Paper Rate or the Prime Rate shall be the second
Business Day next preceding such Interest Reset Date; the Interest Determination
Date with respect to any Interest Reset Date for Notes having an Interest Rate
Basis of LIBOR shall be the second day on which dealings in deposits in U.S.
Dollars are transacted in the London interbank market ("London Business Day")
preceding such Interest Reset Date; and the Interest Determination Date with
respect to any Note having an Interest Rate Basis of the Treasury Rate shall be
the day of the week in which such Interest Reset Date falls on which Treasury
bills are auctioned, except as provided below. Treasury bills are normally sold
at auction on Monday of each week, unless such day is a legal holiday, in which
case the auction is normally held on the following Tuesday, except that such
auction may be held on the preceding Friday. If, as the result of a legal
holiday, an auction is so held on the preceding Friday, such Friday shall be the
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next succeeding week. If an auction falls on a day that is an Interest Reset
Date, such Interest Reset Date shall be the next following Business Day.
Unless otherwise specified on the face hereof, 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 prior
to the applicable Interest Payment Date, or maturity, as the case may be. Unless
otherwise specified on the face hereof, the "Calculation Agent" with respect to
the Notes shall initially be the Trustee and any successor appointed by the
Company shall be shown on the face hereof.
4
<PAGE>
All percentages resulting from any calculation on the Notes will be rounded
if necessary to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward, (e.g. 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655)), and all dollar amounts used
in or resulting from such calculation on the Notes will be rounded to the
nearest cent (with one-half cent being rounded upward).
Subject to applicable provisions of law and except as otherwise specified
herein or on the face hereof, on each Interest Reset Date, the rate of interest
on this Note shall be the rate determined in accordance with the provisions of
the applicable heading below.
Determination of Commercial Paper Rate
If the Interest Rate Basis on this Note is the Commercial Paper Rate, the
interest rate with respect to any Interest Determination Date relating to a
Commercial Paper Rate Note (a "Commercial Paper Interest Determination Date")
shall be the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity shown on the face hereof, as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15 (519), Selected Interest Rates" ("H.15 (519)"), or any
successor publication, under the heading "Commercial Paper." In the event that
such rate is not published prior to 3:00 p.m. New York City time on the
Calculation Date pertaining to such Commercial Paper Interest Determination
Date, then the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Interest Determination Date of the rate for commercial paper of
the specified Index Maturity as published by the Federal Reserve Bank of New
York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading "Commercial
Paper." If by 3:00 P.M. New York City time on such Calculation Date the rate for
a Commercial Paper Interest Determination Date is not yet published in either
H.15 (519) or Composite Quotations, the rate for that Commercial Paper Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 A.M.
New York City time on such Commercial Paper Interest Determination Date, of
three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent for commercial paper of the specified Index Maturity
placed for an industrial issuer whose bond rating is "AA" or the equivalent from
a nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate will continue to be the Commercial
Paper Rate in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-----------------
360 - (D x M)
where "D" refers to the 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.
Determination of Federal Funds Rate
If the Interest Rate Basis of this Note is the Federal Funds Rate, the
interest payable with respect to any Interest Determination Date relating to a
Federal Funds Rate Note (a "Federal Funds Interest Determination Date"), shall
be the rate on that day for Federal Funds as such rate shall be 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 Calculation Date pertaining to such
Federal Funds Interest Determination Date, then the Federal Funds Rate will be
the rate on such Federal Funds Interest Determination Date as published in
Composite Quotations under the heading: "Federal Funds/Effective Rate." If such
rate is not published by 3:00 P.M., New York City time, on such Calculation Date
in either H.15(519) or Composite Quotations, then the Federal Funds Rate for
such Federal Funds Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight Federal Funds arranged by each of three leading brokers
of Federal Funds transactions in the City of New York selected by the
Calculation Agent (after consultation with the Company) as of 11:00 A.M., New
York City time, on such Federal Funds Interest Determination Date, provided,
however, that, if the brokers selected as aforesaid by the Calculation Agent are
not quoting as described above, the Federal Funds Rate with respect to such
Federal Funds Interest Determination Date will be the Federal Funds Rate in
effect on such Federal Funds Interest Determination Date, if any, or the Initial
Interest Rate.
Determination of Prime Rate
If the Interest Rate Basis of this Note is the Prime Rate, the interest
rate payable with respect to any Interest Determination Date relating to a Prime
Rate Note (a "Prime Rate Interest Determination Date") shall be the rate set
forth in the H.15(519), or any successor publication, for that day under the
heading "Bank Prime Loan". If prior to 3:00 P.M. New York City time on the
Calculation Date pertaining to such Prime Rate Interest Determination Date such
rate is not yet published in the H.15(519), or any successor publication, the
rate for that Prime Rate Interest
5
<PAGE>
Determination Date will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF 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 (4) such rates appears on the Reuters
Screen NYMF Page for that Prime Rate Interest Determination Date, the Prime Rate
will be the arithmetic mean of the prime rates quoted on the basis of the actual
number of days in the year divided by 360 as of the close of business on such
Prime Rate Interest Determination Date by three major money center banks in The
City of New York as selected by the Calculation Agent. If fewer than three (3)
quotations are provided, the Prime Rate shall be calculated by the Calculation
Agent and shall be determined as the arithmetic mean of the prime rates so
quoted in The City of New York on such date 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 $500,000,000 and
being subject to supervision or examination by a Federal or State authority,
selected by the Calculation Agent; provided, however that if the banks or trust
companies selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Prime Rate with respect to such Prime Rate
Interest Determination Date will continue to be the Prime Rate in effect on such
Prime Rate Interest Determination Date, if any, or the Initial Interest Date.
"Reuters Screen NYMF Page" means the display designated on page "NYMF" on the
Reuter Monitor Money Rates Service (or such other page as may replace the NYMF
Page on that service for the purpose of displaying prime rates or base lending
rates of major United States banks).
Determination of LIBOR
(i) If the Interest Rate Basis on this Note is LIBOR, the interest rate
payable with respect to an Interest Determination Date relating to a LIBOR Note
(a "LIBOR Interest Determination Date") shall be determined, as specified on the
face hereof, on the basis of either: (a) the arithmetic mean of the offered
rates for deposits in U.S. dollars having the Index Maturity designated on the
face hereof, commencing on the second London Business Day immediately following
that LIBOR Interest Determination Date, that appear on the Reuters Screen LIBO
Page as of 11:00 a.m., London time, on that LIBOR Interest Determination Date,
if at least two such offered rates appear on the Reuters Screen LIBO Page
("LIBOR Reuters"), or (b) the rate for deposits in U.S. dollars having the Index
Maturity designated on the face hereof commencing on the second London Banking
Day immediately following that LIBOR Interest Determination Date, that appears
on the Telerate Page 3750 as of 11:00 a.m., London time, on that LIBOR Interest
Determination Date ("LIBOR Telerate"). "Reuters Screen LIBO Page" means the
display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or
such other page as may replace the LIBO page on that service for the purpose of
displaying London interbank offered rates of major banks). "Telerate Page 3750"
means the display designated as page "3750" on the Telerate Service (or such
other page as may replace the 3750 page on that service or such other service or
services as may be nominated by the British Bankers' Association for the purpose
of displaying London interbank offered rates for U.S. dollar deposits). If
neither LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR
will be determined as if LIBOR Telerate had been specified. If fewer than two
offered rates appear on the Reuters Screen LIBO Page, or if no rate appears on
the Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR Interest
Determination Date will be determined as if the parties had specified the rate
described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear on the Reuters Screen LIBO Page, as specified in
(i)(a) above, or on which no rate appears on Telerate Page 3750, as specified in
(i)(b) above, as applicable, LIBOR will be determined on the basis of the rates
at which deposits in U.S. dollars having the Index Maturity designated on the
face hereof are offered at approximately 11:00 a.m., London time, on that LIBOR
Interest Determination Date by four major banks in the London interbank market
selected by the Calculation Agent ("Reference Banks") to prime banks in the
London interbank market commencing on the second London Business Day immediately
following that LIBOR Interest Determination Date and in a principal amount equal
to an amount of not less than $1,000,000 that is representative for a single
transaction in such market at such time. The Calculation Agent will request the
principal London office of each of the Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided, LIBOR, in respect of
that LIBOR Interest Determination Date, will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR, in respect of that
LIBOR Interest Determination Date, will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., New York City time, on that LIBOR Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent for loans in U.S. dollars to leading European banks having the
Index Maturity designated on the face hereof commencing on the second London
Business Day immediately following that LIBOR Interest Determination Date and in
a principal amount equal to an amount of not less than $1,000,000 that is
representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR, with respect to such LIBOR
Interest Determination Date, will be the rate of LIBOR in effect on such date.
Determination of Treasury Rate
If the Interest Rate Basis on this Note is the Treasury Rate, the
interest rate payable with respect to any Interest Determination Date relating
to a Treasury Rate Note (a "Treasury Interest Determination Date") shall be the
rate for the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity shown on the face hereof, as
published in H.15 (519), or any successor publication, under the heading
"Treasury Bills
6
<PAGE>
- - Auction Average (Investment)," or if not so published by 3:00 P.M. New York
City time on the Calculation Date pertaining to such Treasury Interest
Determination Date, the auction average rate (expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) 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 shown on the face hereof are not published or announced as provided
above by 3:00 P.M. New York City time on such Calculation Date, or if no such
auction is held in a particular week in which the Treasury Interest
Determination Date falls, the Treasury Rate 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 Interest
Determination Date, of three leading primary United States government securities
dealers selected by the Calculation Agent, for the issue of Treasury Bills with
a remaining maturity closest to the specified Index Maturity; 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 continue to be the
Treasury Rate in effect on such Treasury Interest Determination Date.
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, shown on the face hereof. 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 applicability.
The Calculation Agent shall calculate the interest rate on this Note in
accordance with the foregoing on or before each Calculation Date. The
Calculation Agent will, upon the request of the Holder of this Note, provide to
such Holder the interest rate hereon then in effect and, if determined, the
interest rate which will become effective as of the next Interest Reset Date.
All calculations by the Calculation Agent of the interest rate hereon shall be
final and binding in the absence of manifest error.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture. The Indenture provides that
the holders of the majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of the holders of all of the Notes waive any past
default under the Indenture and its consequences, except a default in the
payment of the principal of or interest on any of the Notes, in the manner and
to the extent provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Note, or reduce the
principal amount thereof or reduce the rate or extend the time of payment of
interest thereon, or make the principal thereof or interest thereon payable in
any coin or currency other than that hereinabove provided, without the consent
of the holder of each Note so affected, or (ii) reduce the aforesaid percentage
of Notes, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then outstanding.
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 and place and at the rate and in the coin or currency herein
prescribed.
The Notes are issuable as registered Notes only, in the denomination of
$25,000 and any larger denomination which is an integral multiple of $1,000
approved by the Company, such approval to be evidenced by the execution thereof.
This Note is transferable by the registered holder hereof in person or
by his attorney duly authorized in writing on the books of the Company at the
office or agency to be maintained by the Company for that purpose in the City of
New York, but only in the manner subject to the limitations and upon payment of
any tax or governmental charge for which the Company may require reimbursement
as provided in the Indenture, and upon surrender and cancellation of this Note.
Subject to limitations set forth in the Indenture, upon any registration of
transfer, a new registered Note or Notes, of authorized denomination or
denominations, and in the same aggregate principal amount, will be issued to the
transferee in exchange therefor.
The Company, the Trustee, any paying agent, and any Note registrar may
deem and treat the registered holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notations of
ownership or other writing hereon made by anyone other than the Note registrar)
for the purpose of receiving payment of or on account of the principal hereof
and interest due hereon as herein provided and for all other purposes, and
neither the Company nor the Trustee nor any paying agent nor any Note registrar
shall be affected by any notice to the contrary.
7
<PAGE>
No recourse shall be had for the payment of the principal of or
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
Notwithstanding any other provision on this Note, unless and until it
is exchanged in whole or in part for Notes in definitive form, this Global
Security representing all or a portion of the Notes of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for this series of Notes or a nominee of such successor
Depositary.
Unless otherwise specified on the face hereof, this Note is defeasible
pursuant to Section 12.02 of the Indenture.
The Notes are not redeemable prior to maturity.
This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State.
This is one of the Notes of the series designated herein issued under
the within-mentioned Indenture.
Date ________ THE CHASE MANHATTAN BANK (National Association),
as Trustee
By
---------------------------------------------
Authorized Officer
8
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- ------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________________________________
Attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.
Dated:___________________ ______________________________
Signature
(NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.)
9
<PAGE>
[Form of Note]
REGISTERED REGISTERED PRINCIPAL
No. FLR AMOUNT: $3,000,000,000
BENEFICIAL CORPORATION
MEDIUM-TERM NOTE, SERIES H
(FLOATING RATE)
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY: SPREAD:
SPREAD MULTIPLIER:
Maximum Interest Rate: Interest Payment Period:
Minimum Interest Rate: Interest Rate Reset Period:
Interest Payment Dates: Interest Reset Date(s):
Interest Determination Date: Calculation Agent:
Calculation Date:
Other Provisions:
<PAGE>
BENEFICIAL CORPORATION, a Delaware corporation (herein called the
"Company"), for value received, hereby promises to pay to or
registered assigns, the principal amount of Dollars on the Maturity
Date shown above (the "Maturity Date"), and to pay interest thereon at the rate
per annum equal to the Initial Interest Rate shown above until the first
Interest Reset Date shown above (an "Interest Reset Date") following the
Original Issue Date shown above (the "Original Issue Date") and thereafter at a
rate determined in accordance with the provisions on the reverse hereof, based
upon the Interest Rate Basis shown above, until the principal hereof is paid or
duly made available for payment. The Company will pay interest monthly,
quarterly, semiannually, annually or as shown above under Interest Payment
Period on each Interest Payment Date shown above (an "Interest Payment Date"),
commencing with the first Interest Payment Date immediately following the
Original Issue Date, and on the Maturity Date, provided that unless otherwise
set forth above, if the Original Issue Date is between a Record Date (the
fifteenth calendar day, whether or not a Business Day, prior to each Interest
Payment Date) and an Interest Payment Date, interest payments will commence on
the Interest Payment Date following the next succeeding Record Date, and
provided further, that if an Interest Payment Date would fall on a day that is
not a Business Day, such Interest Payment Date shall be the next succeeding
Business Day, except that if the Interest Rate Basis is LIBOR, as indicated
above, and such next succeeding Business Day falls in the next calendar month,
such Interest Payment Date will be the Business Day immediately preceding the
Interest Payment Date. "Business Day" means any day that is not a Saturday or
Sunday and that in the City of New York (and, with respect to LIBOR Notes, the
City of London) is not a day on which banking institutions are authorized or
obligated by law to close. 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 (or one or more Predecessor Notes,
as defined in the Indenture hereinafter referred to) is registered at the close
of business on the Record Date for such interest, provided that interest payable
on the Maturity Date will be paid to the Person to whom the principal of this
Note is payable.
Payment of the principal of and interest on this Note shall be made at
the office or agency of the Company designated for such payment in The City of
New York, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts; provided, however, payment of interest on any Interest Payment Date other
than the Maturity Date may be made, at the option of the Company, by check
mailed to the person in whose name this Note is registered at the close of
business on the relevant record date as shown in the Note Register (as defined
in the Indenture hereinafter referred to). Notwithstanding the foregoing, a
holder of at least U.S. $10,000,000 in aggregate principal amount of Notes
issued in certificated form having the same Interest Payment Dates may by
written notice to the Trustee on or before the relevant record date preceding an
Interest Payment Date arrange to have the interest payable on all Notes held by
such holder on such Interest Payment Date and all subsequent Interest Payment
Dates, until written notice to the contrary is given to the Trustee, made by
wire transfer of immediately available funds to an account at a bank in The City
of New York (or other bank consented to by the Company) designated by such
holder (provided that such bank has appropriate facilities therefor).
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture.
2
<PAGE>
IN WITNESS WHEREOF, BENEFICIAL CORPORATION has caused this Instrument
to be signed manually or by facsimile signature by its Chairman of the Board of
Directors, President, a Member of the Office of the President or one of its Vice
Presidents and by its Treasurer or one of its Assistant Treasurers or its
Secretary or one of its Assistant Secretaries, and a facsimile of its corporate
seal to be affixed hereunto or imprinted hereon.
BENEFICIAL CORPORATION
By
----------------------------------
Member of the Office of the
President and Chief Financial
Officer
By
----------------------------------
Secretary
3
<PAGE>
[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of notes of the Company,
designated generally as its Medium-Term Notes, Series H (the "Notes"). The Notes
are all issued or to be issued under and pursuant to the Indenture dated as of
December 1, 1990 (herein called the "Indenture") duly executed and delivered by
the Company to The Chase Manhattan Bank (National Association), Trustee (herein
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitation of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes. The Notes constitute a single series for
purposes of the Indenture, unlimited in aggregate principal amount.
This Note will bear interest at the rate determined by reference to the
Interest Rate Basis shown on the face hereof as adjusted by the Spread and/or
Spread Multiplier, if any, shown on the face hereof.
Unless otherwise specified on the face of this Note, interest payable
on this Note on any Interest Payment Date will include accrued interest from and
including the Original Issue Date or from and including the immediately
preceding Interest Payment Date, as the case may be, to, but excluding, such
Interest Payment Date or the Maturity Date. 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 from the Original Issue Date or from the last
date to which interest shall have been paid, as the case may be, to the date for
which accrued interest is being calculated. The interest factor for each such
day shall be computed by dividing the interest rate applicable to such day by
360, in the case of Notes having as their Interest Rate Basis the Commercial
Paper Rate, the Federal Funds Rate, LIBOR or the Prime Rate or by the actual
number of days in the year, in the case of Notes having as their Interest Rate
Basis the Treasury Rate.
The interest rate in effect on each day shall be (a) if such day is an
Interest Reset Date, the interest rate with respect to the Interest
Determination Date (as defined below) pertaining to such Interest Reset Date, or
(b) if such day is not an Interest Reset Date, the interest rate with respect to
the Interest Determination Date pertaining to the next preceding Interest Reset
Date, subject in either case to any maximum or minimum interest rate limitation
on the face hereof and to any adjustment by a Spread and/or Spread Multiplier
set forth on the face hereof; provided, however, that unless otherwise specified
on the face hereof (i) the interest rate in effect from the Original Issue Date
to the first Interest Reset Date with respect to a Floating Rate Note shall be
the Initial Interest Rate set forth on the face hereof, and (ii) except with
respect to Notes which reset daily or weekly, the interest rate in effect for
the ten calendar days immediately prior to the Maturity Date shall be the rate
in effect on the tenth calendar day preceding the Maturity Date.
Commencing on the first Interest Reset Date following the Original
Issue Date, the rate at which interest on this Note is payable shall be reset
daily, weekly, monthly, quarterly, semiannually, annually or as shown on the
face hereof under Interest Rate Reset Period as of each Interest Reset Date. If
any Interest Reset Date would otherwise be a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next succeeding Business Day,
except if the Interest Rate Basis is LIBOR and if such next succeeding Business
Day is in the next calendar month, such Interest Reset Date shall be the next
preceding Business Day. Each such reset rate shall be applicable on and after
the Interest Reset Date to which it relates to but not including the next
succeeding Interest Reset Date or the Maturity Date, as the case may be.
Unless otherwise specified on the face hereof, the "Interest
Determination Date" with respect to any Interest Reset Date for Notes having an
Interest Rate Basis of the Commercial Paper Rate or the Prime Rate shall be the
second Business Day next preceding such Interest Reset Date; the Interest
Determination Date with respect to any Interest Reset Date for Notes having an
Interest Rate Basis of LIBOR shall be the second day on which dealings in
deposits in U.S. Dollars are transacted in the London interbank market ("London
Business Day") preceding such Interest Reset Date; and the Interest
Determination Date with respect to any Note having an Interest Rate Basis of the
Treasury Rate shall be the day of the week in which such Interest Reset Date
falls on which Treasury bills would normally be auctioned, except as provided
below. Treasury bills are normally sold at auction on Monday of each week,
unless such day is a legal holiday, in which case the auction is normally held
on the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday shall be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction falls on a day that is an Interest Reset Date, such Interest Reset
Date shall be the next following Business Day.
Unless otherwise specified on the face hereof, 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 prior
to the applicable Interest Payment Date, or maturity, as the case may be. Unless
otherwise specified on the face hereof, the "Calculation Agent" with respect to
the Notes shall initially be the Trustee and any successor appointed by the
Company shall be shown on the face hereof.
4
<PAGE>
All percentages resulting from any calculation on the Notes will be
rounded if necessary to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward, (e.g.
9.876545%(or .09876545) being rounded to 9.87655% (or .0987655)), and all dollar
amounts used in or resulting from such calculation on the Notes will be rounded
to the nearest cent (with one-half cent being rounded upward).
Subject to applicable provisions of law and except as otherwise
specified herein or on the face hereof, on each Interest Reset Date, the rate of
interest on this Note shall be the rate determined in accordance with the
provisions of the applicable heading below.
Determination of Commercial Paper Rate
If the Interest Rate Basis on this Note is the Commercial Paper Rate,
the interest rate with respect to any Interest Determination Date relating to a
Commercial Paper Rate Note (a "Commercial Paper Interest Determination Date")
shall be the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity shown on the face hereof, as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15 (519), Selected Interest Rates" ("H.15 (519)"), or any
successor publication, under the heading "Commercial Paper." In the event that
such rate is not published prior to 3:00 p.m. New York City time on the
Calculation Date pertaining to such Commercial Paper Interest Determination
Date, then the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Interest Determination Date of the rate for commercial paper of
the specified Index Maturity as published by the Federal Reserve Bank of New
York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S.
Government Securities" ("Composite Quotations") under the heading "Commercial
Paper." If by 3:00 P.M. New York City time on such Calculation Date the rate for
a Commercial Paper Interest Determination Date is not yet published in either
H.15 (519) or Composite Quotations, the rate for that Commercial Paper Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
Money Market Yield of the arithmetic mean of the offered rates, as of 11:00 A.M.
New York City time on such Commercial Paper Interest Determination Date, of
three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent for commercial paper of the specified Index Maturity
placed for an industrial issuer whose bond rating is "AA" or the equivalent from
a nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate will continue to be the Commercial
Paper Rate in effect on such Commercial Paper Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-----------------
360 - (D x M)
where "D" refers to the 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.
Determination of Federal Funds Rate
If the Interest Rate Basis of this Note is the Federal Funds Rate, the
interest rate payable with respect to any Interest Determination Date relating
to a Federal Funds Rate Note (a "Federal Funds Interest Determination Date"),
shall be the rate on that day for Federal Funds as such rate shall be 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 Calculation Date pertaining
to such Federal Funds Interest Determination Date, then the Federal Funds Rate
will be the rate on such Federal Funds Interest Determination Date as published
in Composite Quotations under the heading: "Federal Funds/Effective Rate." If
such rate is not published by 3:00 P.M., New York City time, on such Calculation
Date in either H.15(519) or Composite Quotations, then the Federal Funds Rate
for such Federal Funds Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight Federal Funds arranged by each of three leading brokers
of Federal Funds transactions in the City of New York selected by the
Calculation Agent (after consultation with the Company) as of 11:00 A.M., New
York City time, on such Federal Funds Interest Determination Date, provided,
however, that, if the brokers selected as aforesaid by the Calculation Agent are
not quoting as described above, the Federal Funds Rate with respect to such
Federal Funds Interest Determination Date will be the Federal Funds Rate in
effect on such Federal Funds Interest Determination Date, if any, or the Initial
Interest Rate.
Determination of Prime Rate
If the Interest Rate Basis of this Note is the Prime Rate, the interest
rate payable with respect to any Interest Determination Date relating to a Prime
Rate Note (a "Prime Rate Interest Determination Date") shall be the rate set
forth in the H.15(519), or any successor publication, for that day under the
heading "Bank Prime Loan". If
5
<PAGE>
prior to 3:00 P.M. New York City time on the Calculation Date pertaining to such
Prime Rate Interest Determination Date such rate is not yet published in the
H.15(519), or any successor publication, the rate for that Prime Rate Interest
Determination Date will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF 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 (4) such rates appear on the Reuters
Screen NYMF Page for that Prime Rate Interest Determination Date, the Prime Rate
will be the arithmetic mean of the prime rates quoted on the basis of the actual
number of days in the year divided by 360 as of the close of business on such
Prime Rate Interest Determination Date by three (3) major money center banks in
The City of New York as selected by the Calculation Agent. If fewer than three
quotations are provided, the Prime Rate shall be calculated by the Calculation
Agent and shall be determined as the arithmetic mean of the prime rates so
quoted in The City of New York on such date 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 $500,000,000 and
being subject to supervision or examination by a Federal or State authority,
selected by the Calculation Agent; provided, however, that if the banks or trust
companies selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Prime Rate will continue to be the Prime Rate in
effect on such Prime Rate Interest Determination Date. "Reuters Screen NYMF
Page" means the display designated as page "NYMF" on the Reuter Monitor Money
Rates Service (or such other page as may replace the NYMF Page on that service
for the purpose of displaying prime rates or base lending rates of major United
States banks).
Determination of LIBOR
(i) If the Interest Rate Basis on this Note is LIBOR, the interest rate
payable with respect to an Interest Determination Date relating to a LIBOR Note
(a "LIBOR Interest Determination Date") shall be determined, as specified on the
face hereof, on the basis of either: (a) the arithmetic mean of the offered
rates for deposits in U.S. dollars having the Index Maturity designated on the
face hereof, commencing on the second London Business Day immediately following
that LIBOR Interest Determination Date, that appear on the Reuters Screen LIBO
Page as of 11:00 a.m., London time, on that LIBOR Interest Determination Date,
if at least two such offered rates appear on the Reuters Screen LIBO Page
("LIBOR Reuters"), or (b) the rate for deposits in U.S. dollars having the Index
Maturity designated on the face hereof commencing on the second London Banking
Day immediately following that LIBOR Interest Determination Date, that appears
on the Telerate Page 3750 as of 11:00 a.m., London time, on that LIBOR Interest
Determination Date ("LIBOR Telerate"). "Reuters Screen LIBO Page" means the
display designated as page "LIBO" on the Reuters Monitor Money Rates Service (or
such other page as may replace the LIBO page on that service for the purpose of
displaying London interbank offered rates of major banks). "Telerate Page 3750"
means the display designated as page "3750" on the Telerate Service (or such
other page as may replace the 3750 page on that service or such other service or
services as may be nominated by the British Bankers' Association for the purpose
of displaying London interbank offered rates for U.S. dollar deposits). If
neither LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR
will be determined as if LIBOR Telerate had been specified. If fewer than two
offered rates appear on the Reuters Screen LIBO Page, or if no rate appears on
the Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR Interest
Determination Date will be determined as if the parties had specified the rate
described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear on the Reuters Screen LIBO Page, as specified in
(i)(a) above, or on which no rate appears on Telerate Page 3750, as specified in
(i)(b) above, as applicable, LIBOR will be determined on the basis of the rates
at which deposits in U.S. dollars having the Index Maturity designated on the
face hereof are offered at approximately 11:00 a.m., London time, on that LIBOR
Interest Determination Date by four major banks in the London interbank market
selected by the Calculation Agent ("Reference Banks") to prime banks in the
London interbank market commencing on the second London Business Day immediately
following that LIBOR Interest Determination Date and in a principal amount equal
to an amount of not less than $1,000,000 that is representative for a single
transaction in such market at such time. The Calculation Agent will request the
principal London office of each of the Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided, LIBOR, in respect of
that LIBOR Interest Determination Date, will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR, in respect of that
LIBOR Interest Determination Date, will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., New York City time, on that LIBOR Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent for loans in U.S. dollars to leading European banks having the
Index Maturity designated on the face hereof commencing on the second London
Business Day immediately following that LIBOR Interest Determination Date and in
a principal amount equal to an amount of not less than $1,000,000 that is
representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR, with respect to such LIBOR
Interest Determination Date, will be the rate of LIBOR in effect on such date.
Determination of Treasury Rate
If the Interest Rate Basis on this Note is the Treasury Rate, the interest
rate payable with respect to any Interest Determination Date relating to a
Treasury Rate Note (a "Treasury Interest Determination Date") shall be the
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rate for the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity shown on the face hereof, as
published in H.15 (519), or any successor publication, under the heading
"Treasury Bills - Auction Average (Investment)," or if not so published by 3:00
P.M. New York City time on the Calculation Date pertaining to such Treasury
Interest Determination Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) 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 shown on the face hereof are not published or announced as
provided above by 3:00 P.M. New York City time on such Calculation Date, or if
no such auction is held in a particular week in which the Treasury Interest
Determination Date falls, the Treasury Rate 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 Interest
Determination Date, of three leading primary United States government securities
dealers selected by the Calculation Agent, for the issue of Treasury Bills with
a remaining maturity closest to the specified Index Maturity; 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 continue to be the
Treasury Rate in effect on such Treasury Interest Determination Date.
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, shown on the face hereof. 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 applicability.
The Calculation Agent shall calculate the interest rate on this Note in
accordance with the foregoing on each Calculation Date. The Calculation Agent
will, upon the request of the Holder of this Note, provide to such Holder the
interest rate hereon then in effect and, if determined, the interest rate which
will become effective as of the next Interest Reset Date. All calculations by
the Calculation Agent on the interest rate hereon shall be final and binding in
the absence of manifest error.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture. The Indenture provides that
the holders of the majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of the holders of all of the Notes waive any past
default under the Indenture and its consequences, except a default in the
payment of the principal of or interest on any of the Notes, in the manner and
to the extent provided in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding, evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the holders of the Notes; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Note, or reduce the
principal amount thereof or reduce the rate or extend the time of payment of
interest thereon, or make the principal thereof or interest thereon payable in
any coin or currency other than that hereinabove provided, without the consent
of the holder of each Note so affected, or (ii) reduce the aforesaid percentage
of Notes, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Notes then outstanding.
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 and place and at the rate and in the coin or currency herein
prescribed.
The Notes are issuable as registered Notes only, in the denomination of
$25,000 and any larger denomination which is an integral multiple of $1,000
approved by the Company, such approval to be evidenced by the execution thereof.
This Note is transferable by the registered holder hereof in person or
by his attorney duly authorized in writing on the books of the Company at the
office or agency to be maintained by the Company for that purpose in the City of
New York, but only in the manner subject to the limitations and upon payment of
any tax or governmental charge for which the Company may require reimbursement
as provided in the Indenture, and upon surrender and cancellation of this Note.
Subject to limitations set forth in the Indenture, upon any registration of
transfer, a new registered Note or Notes, of authorized denomination or
denominations, and in the same aggregate principal amount, will be issued to the
transferee in exchange therefor.
The Company, the Trustee, any paying agent, and any Note registrar may
deem and treat the registered holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notations of
ownership or other writing hereon made by anyone other than the Note registrar)
for the purpose of
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<PAGE>
receiving payment of or on account of the principal hereof and interest due
hereon as herein provided and for all other purposes, and neither the Company
nor the Trustee nor any paying agent nor any Note registrar shall be affected by
any notice to the contrary.
No recourse shall be had for the payment of the principal of or
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
Unless otherwise specified on the face hereof, this Note is defeasible
pursuant to Section 12.02 of the Indenture.
The Notes are not redeemable prior to maturity.
This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of said State.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Notes of the series designated herein issued under
the within-mentioned Indenture.
Date __________ THE CHASE MANHATTAN BANK (National Association),
as Trustee
By
---------------------------------
Authorized Officer
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<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- --------------------------------------
- ------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________________________________
Attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.
Dated:___________________ ______________________________
Signature
(NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.)
9
