Exhibit 4.3
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.
THIS NOTE IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
REGISTERED REGISTERED
SECURITY CAPITAL GROUP INCORPORATED
MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
FORM OF FACE OF FLOATING RATE REGISTERED NOTE
REGISTERED PRINCIPAL AMOUNT
No.: _______ $_____________
CUSIP No.: 81413
Unless this Note 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 Note 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
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OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.*
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", THE "ORIGINAL ISSUE DATE", THE "YIELD
TO MATURITY," AS WELL AS THE METHOD USED TO DETERMINE THE YIELD TO MATURITY
WHERE THERE IS A SHORT ACCRUAL PERIOD AND THE AMOUNT OF OID ALLOCABLE TO SUCH
SHORT ACCRUAL PERIOD WILL BE SET FORTH BELOW. THE CALCULATION OF THE AMOUNT OF
OID UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS DISCUSSED
ON THE REVERSE HEREOF.
ISSUE PRICE: INVERSE FLOATING RATE NOTE:
[ ] YES [ ] NO
ORIGINAL ISSUE DATE:
FIXED INTEREST RATE:
STATED MATURITY:
OPTION TO ELECT REPAYMENT:
SPECIFIED CURRENCY: [ ] YES [ ] NO
BASE RATE: OPTIONAL REPAYMENT
[ ] Commercial Paper Rate DATE(S):
[ ] CD Rate
[ ] Federal Funds Rate OPTIONAL REDEMPTION:
[ ] LIBOR: [ ] YES [ ] NO
[ ] LIBOR REUTERS
PAGE: INITIAL REDEMPTION DATE:
[ ] LIBOR TELERATE
PAGE: REDEMPTION PRICE: [ ] 100% of the
[ ] Prime Rate Principal Amount plus a Make-Whole
[ ] Treasury Rate Amount or [ ] Initially _____ % of
[ ] CMT Rate: Princpal Amount and declining by
Designated CMT _______% of the Principal Amount on
Telerate Page: each anniversary of the Initial Re-
If Telerate Page demption Date until the Redemption
7052: Price is 100% of the Principal Amount.
[ ] Weekly
Average ORIGINAL ISSUE DISCOUNT SECURITY:
[ ] Monthly [ ] YES [ ] NO
Average TOTAL AMOUNT OF OID:
Designated CMT Maturity
Index:
[ ] Eleventh District YIELD TO MATURITY:
Cost of Funds Rate
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INITIAL ACCRUAL PERIOD OID:
INITIAL INTEREST RATE:
INDEX MATURITY:
SPREAD (PLUS OR MINUS): AUTHORIZED DENOMINATION:
[ ] $1,000 and integral
multiples thereof
SPREAD MULTIPLIER: [ ] Other:
CALCULATION AGENT: EXCHANGE RATE AGENT:
MAXIMUM INTEREST RATE: AMORTIZING SECURITY:
[ ] YES [ ] NO
MINIMUM INTEREST RATE:
AMORTIZATION FORMULA:
INTEREST RESET PERIOD:
AMORTIZATION PAYMENT
INTEREST RESET DATE(S): DATE(S):
INTEREST PAYMENT PERIOD: ADDENDUM ATTACHED:
[ ] YES [ ] NO
INTEREST PAYMENT DATES:
RENEWABLE NOTE:
[ ] YES [ ] NO
FLOATING/FIXED RATE NOTE:
[ ] YES [ ] NO ELECTION DATE:
FIXED INTEREST RATE: MINIMUM ELECTION DATE
NOTICE:
FIXED INTEREST RATE
COMMENCEMENT DATE:
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OPTIONAL EXTENSION OF MATURITY:
[ ] YES [ ] NO MAXIMUM ELECTION DATE
NOTICE:
LENGTH OF EXTENSION PERIOD:
FINAL MATURITY DATE
NUMBER OF EXTENSION PERIODS:
FINAL MATURITY DATE: REDEEMABLE:
[ ] YES [ ] NO
INITIAL REDEMPTION DATE:
INDEXED NOTE:
[ ] YES [ ] NO
REFERENCE INDEX OR RATE:
OTHER/ADDITIONAL PROVISIONS:
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Security Capital Group Incorporated, a corporation organized and existing
under the laws of the State of Maryland (hereinafter called the "Company," which
term shall include any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of __________________________ ($_________)on the Stated
Maturity specified above (except to the extent redeemed or repaid prior to the
Stated Maturity) and to pay interest thereon, from the Original Issue Date
specified above at a rate per annum equal to the Initial Interest Rate specified
above until the first Interest Reset Date next succeeding the Original Issue
Date specified above, and thereafter at a rate per annum determined in
accordance with the provisions specified above and on the reverse hereof or in
an Addendum hereto with respect to one or more Base Rates specified above until
the principal hereof is paid or duly made available for payment. The Company
will pay interest in arrears monthly, quarterly, semiannually or annually as
specified above as the Interest Payment Period on each Interest Payment Date (as
specified above), commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Stated Maturity
(or any redemption or repayment date); provided, however, that if the Original
Issue Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the second
Interest Payment Date succeeding the Original Issue Date to the registered
holder of this Note on the Record Date with respect to such second Interest
Payment Date; and provided, further, that if an Interest Payment Date or the
Stated Maturity or redemption or repayment date would fall on a day that is not
a Business Day (this and certain other capitalized terms used herein are defined
on the reverse of this Note), such Interest Payment Date, Stated Maturity or
redemption or repayment date shall be the following day that is a Business Day,
except that if the Base Rate Specified above is LIBOR and such next Business Day
falls in the next calendar month, the Interest Payment Date, Stated Maturity or
redemption or repayment date shall be the immediately preceding day that is a
Business Day.
Payment of the principal of this Note, any premium and the interest due at
the Stated Maturity (or any redemption or repayment date), or any prior date on
which the principal or an installment of principal of this Note becomes due and
payable, whether by declaration of acceleration or otherwise, will be made in
immediately available funds upon presentation and surrender of this Note (and,
with respect to any applicable repayment of this Note, upon presentation and
surrender of this Note and a duly completed election form as contemplated on the
reverse hereof) at the office or agency of such paying agent as the Company may
determine maintained for that purpose in The City of Boston, Massachusetts (a
"Paying Agent"), or at the office or agency of such other Paying Agent as the
Company may determine; provided, however, that if the Specified Currency
specified above is other than U.S. dollars and such payment is to be made in the
Specified Currency in accordance with the provisions on the reverse hereof, such
payment will be made by wire transfer of immediately available funds to an
account with a bank designated by the holder hereof at least 15 calendar days
prior to Maturity, provided that such bank has appropriate facilities therefor
and that this Note (and, if applicable, a duly completed repayment election
form) is presented and surrendered at the aforementioned office or agency
maintained by the Company in time for the Trustee to make such payment in such
funds in accordance with its normal procedures. Payment of interest due on any
Interest Payment Date other than Maturity will be made at the aforementioned
office or agency maintained by the Company or, at the option of the Trustee, by
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<PAGE>
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a holder of U.S. $1,000,000 (or, if the Specified Currency is other than
U.S. dollars, the equivalent thereof in the Specified Currency) or more in
aggregate principal amount of Notes (whether having identical or different terms
and provisions) will be entitled to receive interest payments on any Interest
Payment Date other than Maturity by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such holder.
If the Specified Currency shown above is other than U.S. dollars, payments
of principal of (and premium, if any) and interest on the Notes will be made in
the applicable Specified Currency, except as provided on the reverse hereof.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, and, if so specified on the face hereof, in the Addendum
hereto, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Notwithstanding any provisions to the contrary contained herein, if the
face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply to this Note, this Note shall be subject to
the terms set forth in such Addendum or such "Other/Additional Provisions".
Unless the certificate of authentication hereon has been executed by the
Trustee or its Authenticating Agent, as defined on the reverse hereof, by manual
signature, this Note shall not be entitled to any benefit under the Indenture,
as defined on the reverse hereof, or be valid or obligatory for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the undersigned officer.
SECURITY CAPITAL GROUP INCORPORATED
By:________________________________
Name:
Title:
Attest:
By:_________________________
Name:
Its:
Dated: _________________, _____
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:________________________
Authorized Officer
1051047.4 10201 1256C 00692469
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<PAGE>
FORM OF REVERSE OF NOTE
General. This Note is one of a duly authorized issue of Medium-Term Notes,
Series B, having maturities nine months or more from the date of issue (the
"Notes") of the Company. The Notes are issuable under an Indenture, dated as of
November 16, 1998, as supplemented by a Board Resolution dated as of December 1,
2000 (as so supplemented, the "Indenture"), between the Company and State Street
Bank and Trust Company, as trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Company,
the Trustee and holders of the Notes and the terms upon which the Notes are, and
are to be, authenticated and delivered. State Street Bank and Trust Company has
been appointed Authenticating Agent and Calculation Agent (the "Authenticating
Agent" and "Calculation Agent," respectively, which terms include any successor
authenticating agent or calculation agent, as the case may be) with respect to
the Notes, and State Street Bank and Trust Company at its corporate trust office
at 2 Avenue de Lafayette, Boston, MA 02111 has been appointed the registrar and
a Paying Agent with respect to the Notes. The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Indenture. To the extent not
inconsistent herewith, the terms of the Indenture are hereby incorporated by
reference herein.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company (excluding subsidiary debt) for
borrowed money.
Interest Rate Calculations. The interest borne by this Note shall be
determined as follows:
(i) Unless designated as a Floating Rate/Fixed Rate Note or an Inverse
Floating Rate Note, this Note will be designated a "Regular Floating Rate
Note" and, except as described below or in an Addendum hereto, will bear
interest at the rate determined by reference to the Base Rate (i) plus or
minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier,
if any.
(ii) If designated as a Floating Rate/Fixed Rate Note, then, except as
described below or in an Addendum hereto, this Note will initially bear
interest at the rate determined by reference to the Base Rate (i) plus or
minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier,
if any. The interest rate in effect commencing on, and including, the Fixed
Rate Commencement Date to Maturity shall be the Fixed Interest Rate, if
such rate is specified on the face of this Note, or if no such Fixed
Interest Rate is so specified and the Floating Rate/Fixed Rate Note is
still outstanding on such day, the interest rate in effect thereon on the
day immediately preceding the Fixed Rate Commencement Date.
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(iii) If designated as an Inverse Floating Rate Note, then, except as
described below or in an Addendum hereto, this Note will bear interest
equal to the Fixed Interest Rate specified on the face of this Note minus
the rate determined by reference to the Base Rate (i) plus or minus the
Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier,
if any; provided, however, unless otherwise specified on the face of this
Note or in an Addendum hereto, the interest rate thereon will not be less
than zero.
Commencing with the first Interest Reset Date specified on the face hereof
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 otherwise as shown on the face hereof under "Interest Reset Period";
provided, however, that the interest rate in effect from the Original Issue Date
to the first Interest Reset Date specified on the face hereof will be the
Initial Interest Rate. 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 until Maturity, as the case may be. Unless otherwise
specified on the face hereof, the Interest Reset Date will be, if the interest
rate on this Note is to be reset daily, each Business Day; if the interest rate
on this Note is to be reset weekly, Wednesday of each week, unless the Base Rate
of this Note is the Treasury Rate, in which case the Interest Reset Date will be
Tuesday of each week (except that if in any week an auction of Treasury bills
falls on a Tuesday, the Interest Reset Date will be on Wednesday of that week);
if the interest rate on this Note is to be reset monthly, the third Wednesday of
each month; if the interest rate on this Note is to be reset quarterly, the
third Wednesday of March, June, September and December; if the interest rate on
this Note is to be reset semiannually, the third Wednesday of each of two months
specified on the face hereof; and if the interest rate on this Note is to reset
annually, the third Wednesday of the month specified on the face hereof. If any
Interest Reset Date specified on the face hereof would otherwise be a day that
is not a Market Day, such Interest Reset Date shall be postponed to the next day
that is a Market Day, except that if the rate of interest on this Note shall be
determined in accordance with the provisions of the heading "Determination of
LIBOR" below, and such Market Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Market Day. Subject to
applicable provisions of law and except as specified herein, 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. In addition, if
the Treasury Rate is an applicable Base Rate and the Interest Determination Date
would otherwise fall on an Interest Reset Date, then such Interest Reset Date
will be postponed to the next succeeding Business Day.
The Interest Determination Date pertaining to an Interest Reset Date for a
Commercial Paper Rate Note, for a Prime Rate Note, for a CD Rate Note, for a CMT
Rate Note, for a Federal Funds Rate Note and for an Eleventh District Cost of
Funds Rate Note will be the second Market Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for a
LIBOR Note will be the second London Business Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for a
Treasury Rate Note will be the day of the week in which such Interest Reset Date
1051047.4 10201 1256C 00692469
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falls on which Treasury bills would normally be auctioned. If an auction date
shall fall on any Interest Reset Date for a Treasury Rate Note, then such
Interest Reset Date shall instead be the first Market Day immediately following
such auction date.
"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 immediately preceding the applicable Interest Payment Date
or the Stated Maturity, as the case may be.
"Market Day" means: (a) with respect to any Note, any Business Day in The
City of New York and the City of Boston; and (b) with respect to any LIBOR Note,
any Business Day in The City of New York and The City of Boston which is also a
day on which dealings in deposits in U.S. dollars are transacted in the London
interbank market (a "London Business Day").
Determination of Commercial Paper Rate. If the Base Rate specified on the
face hereof is the Commercial Paper Rate, the Commercial Paper Rate with respect
to this Note shall be determined on each Interest Determination Date and shall
be the Money Market Yield of the annual rate, quoted on a bank discount basis,
for the relevant Interest Determination Date for commercial paper having the
specified Index Maturity as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates" under
the heading "Commercial Paper --Nonfinancial." or any successor publication of
the Board of Governors of the Federal Reserve System. If such rate is not
published before 3:00 p.m., New York City time, on the Calculation Date, then
the Commercial Paper Rate will be the Money Market Yield of such rate on the
such Interest Determination Date for commercial paper having the specified Index
Maturity as published in H.15 Daily Update or such other recognized electronic
source used for the purpose of displaying such rate under the caption
"Commercial Paper -- Nonfinancial." If by 3:00 p.m., New York City time, on the
Calculation Date the rate is not published in either H.15(519) or H.15 Daily
Update or another recognized electronic source, the Commercial Paper Rate will
be calculated by the Calculation Agent and will 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 Interest Determination Date, of three leading dealers of commercial paper
in New York City (which may include any of the Agents or their affiliates)
selected by the Calculation Agent for commercial paper of the specified Index
Maturity placed for a nonfinancial issuer whose bond rating is "Aa," or the
equivalent, from a nationally recognized rating agency. If fewer than three
dealers selected by the Calculation Agent are providing quotes, the rate will be
the same as the rate used in the prior interest period.
"Money Market Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:
Money Market Yield = 100 X 360 X D
------------
360 - (D X M)
where "D" refers to the annual rate for commercial paper quoted on a bank
discount basis and expressed as a decimal and "M" refers to the actual number of
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days in the period from the Interest Reset Date to but excluding the day that
numerically corresponds to such Interest Rate Date (or, if there is not a
numerically corresponding day, the last day) in the calendar month that is the
number of months corresponding to the specified Index Maturity after the month
in which such Interest Reset Date falls.
Determination of CD Rate. If the Base Rate specified on the face hereof is
the CD Rate, the CD Rate with respect to this Note shall be determined on each
Interest Determination Date and shall be the rate for the relevant Interest
Determination Date for negotiable U.S. dollar certificates of deposit having the
specified Index Maturity as published in H.15(519) under the heading "CDs
(secondary market)." If the rate is not published before 3:00 p.m., New York
City time, on the relevant Calculation Date, then the CD Rate on such Interest
Determination Date will be the rate for negotiable United States dollar
certificates of deposit having the specified Index Maturity as published in H.15
Daily Update or such other recognized electronic source used for the purpose of
displaying such rate, under the caption "CDs (secondary market)." If by 3:00
p.m., New York City time, on the Calculation Date, the rate is not published in
H.15(519), H.15 Daily Update or another recognized electronic source, the CD
Rate on such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates, as
of 10:00 a.m., New York City time, of three leading non-bank dealers of
negotiable United States dollar certificates of deposit in New York City (which
may include any of the Agents or their affiliates) selected by the Calculation
Agent for negotiable United States dollar certificates of deposit of major
United States money market banks in the market for negotiable United States
dollar certificates of deposit with a remaining maturity closest to the
specified Index Maturity in an amount that is representative for a single
transaction in that market at that time. If fewer than three dealers selected by
the Calculation Agent are quoting rates, the rate will be the same rate used for
the prior interest period.
Determination of Federal Funds Rate. If the Base Rate specified on the face
hereof is the Federal Funds Rate, the Federal Funds Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate on the relevant Interest Determination Date for Federal Funds as published
in H.15(519) under the heading "Federal Funds (Effective), as such rate is
displayed on Bridge Telerate, Inc. or any successor service on page 120, or any
other page as may replace that page on such service ("Telerate Page 120")." If
the rate is not published before 3:00 p.m., New York City time, or does not
appear on Telerate Page 120 on the Calculation Date, then the Federal Funds Rate
for the Interest Determination Date will be the rate on such Interest
Determination Date as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying such rate, under the
caption "Federal Funds(Effective)." If by 3:00 p.m., New York City time, on the
Calculation Date the rate does not appear on Telerate Page 120 or is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source, the Federal Funds Rate for the Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the
rates, as of 9:00 a.m., New York City time, on such Interest Determination Date,
for the last transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transactions in New York City (which may include any of
the Agents or their affiliates) selected by the Calculation Agent prior to 9:00
a.m., New York City time. If fewer than three brokers selected by the
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Calculation Agent are providing quotes, the rate will be the same as the rate
used in the prior interest period.
Determination of LIBOR. If the Base Rate specified on the face hereof is
LIBOR, LIBOR with respect to this Note shall be determined on each Interest
Determination Date as follows:
if "LIBOR Telerate" is specified or if neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified as the method for calculating LIBOR, the rate
for deposits in the Designated LIBOR Currency having the specified Index
Maturity, commencing on the applicable Interest Reset Date that appears on
the Designated LlBOR Page as of 11:00 a.m., London time, on the applicable
Interest Determination Date; if "LIBOR Reuters" is specified, the
arithmetic mean of the offered rates for deposits in the Designated LIBOR
Currency having the specified Index Maturity, commencing on the applicable
Interest Reset Date, that appear on the specified Designated LIBOR Page as
of 11:00 a.m., London time, on the applicable Interest Determination Date;
provided, that, if the Designated LIBOR Page by its terms provides only for
a single rate, then the single rate will be used; with respect to a
Interest Determination Date on which fewer than two offered rates appear,
or no rate appears, as the case may be, on the Designated LIBOR Page as
specified in the preceding two clauses, the rate calculated by the
Calculation Agent as the arithmetic mean of at least two quotations
obtained by the Calculation Agent after requesting the principal London
offices of each of four major reference banks (which may include affiliates
of any Agent) in the London interbank market to provide the Calculation
Agent with its offered quotation for deposits in the Designated LIBOR
Currency for the period of the specified Index Maturity, commencing on the
applicable Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 a.m., London time, on the applicable Interest
Determination Date and in a principal amount that is representative for a
single transaction in the Designated LIBOR Currency in that market at that
time; if fewer than two quotations referred to in the preceding clause are
so provided, the rate on the applicable Interest Determination Date
calculated by the Calculation Agent as the arithmetic mean of the rates
quoted at approximately 11:00 a.m., in the applicable Principal Financial
Center on the applicable Interest Determination Date by three major banks
in such Principal Financial Center selected by the Calculation Agent (which
may include affiliates of any Agent) for loans in the Designated LIBOR
Currency to leading European banks, having the specified Index Maturity and
in a principal amount that is representative for a single transaction in
that market at that time; or if the banks so selected by the Calculation
Agent are not quoting as mentioned in the preceding clause, LIBOR in effect
on the applicable Interest Determination Date.
"Designated LIBOR Currency" means the specified currency as to which LIBOR shall
be calculated or, if no such currency is specified, United States dollars.
"Designated LIBOR Page" means either:
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(a) if "LIBOR Telerate" is designated or neither "LIBOR Reuters" nor
"LIBOR Telerate" is designated as the method for calculating LIBOR, the
display on Bridge Telerate, Inc. or any successor service on the specified
page or any page as may replace the specified page on that service for the
purpose of displaying the London interbank rates of major banks for the
Designated LIBOR Currency; or
(b) if "LIBOR Reuters" is specified, the display on the Reuter Monitor
Money Rates Service or any successor service on the specified page or any
other page as may replace the specified page on that service for the
purpose of displaying the London interbank rates of major banks for the
Designated LIBOR Currency.
"Principal Financial Center" means the capital city of the country to which the
Designated LIBOR Currency relates, except that with respect to United States
dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders,
Italian lire, Portuguese escudos, South African rand and Swiss francs, the
"Principal Financial Center" shall be The City of New York, Sydney, Toronto,
Frankfurt, Amsterdam, Milan, London, Johannesburg and Zurich, respectively.
Determination of Prime Rate. If the Base Rate specified on the face hereof
is the Prime Rate, the Prime Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate set forth for the
relevant Interest Determination Date in H.15(519) under the heading "Bank Prime
Loan." If the rate is not published before 3:00 p.m., New York City time, on the
Calculation Date, then the Prime Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Bank Prime Loan." If such rate is not yet published in H.15(519), H.15
Daily Update or another recognized electronic source by 3:00 p.m., New York City
time, on the related Calculation Date, then the Prime Rate shall be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the display designated as page "USPRIME1" on the Reuters Monitor
Money Rates Service ("Reuters Screen USPRIME1 Page") or any successor service as
the bank's prime rate or base lending rate as in effect for the Prime Rate
Interest Determination Date as quoted on the Reuters Screen USPRIME1 Page on the
Prime Rate Interest Determination Date. If fewer than four rates appear on the
Reuters Screen USPRIME1 Page on such Interest Determination Date, the Prime Rate
will be the arithmetic mean of the prime rates or base lending rates (quoted on
the basis of the actual number of days in the year divided by a 360-day year) as
of the close of business on such Interest Determination Date by four major banks
in New York City selected by the Calculation Agent. If fewer than four banks are
providing quotes, the rate will be the same rate as used for the prior interest
period.
Determination of Treasury Rate. If the Base Rate specified on the face
hereof is the Treasury Rate, the Treasury Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate for the
auction on the relevant Interest Determination Date of Treasury bills having the
specified Index Maturity under the caption "INVESTMENT RATE" on the display on
the Bridge Telerate, Inc. or any successor service on page 56, or any other page
as may replace that page on such service ("Telerate Page 56), or page 57, or any
other page as may replace that page on such service ("Telerate Page 57"). If the
1051047.4 10201 1256C 00692469
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rate is not published by 3:00 p.m., New York City time, on the relevant
Calculation Date, then the Treasury Rate will be the Bond Equivalent Yield of
the rate for such Treasury bills as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of displaying such rate, under
the caption "U.S. Government Securities/Treasury Bills/Auction High" or, if not
so published by 3:00 p.m., New York City time, on the related Calculation Date,
the Bond Equivalent Yield of the auction rate of such Treasury bills as
announced by the United States Department of the Treasury. If the auction rate
of Treasury bills having the specified Index Maturity is not so announced by the
United States Department of the Treasury, or if no such auction is held, then
the Treasury Rate will be the Bond Equivalent Yield of the rate on such Interest
Determination Date of Treasury bills having the specified Index Maturity as
published in H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market" or, if not yet published by 3:00 p.m., New York City
time, on the related Calculation Date, the rate on such Interest Determination
Date of such Treasury bills as published in H.15 Daily Update, or another
recognized electronic source used for the purpose of displaying such rate, under
the caption "U.S. Government Securities/Treasury Bills/Secondary Market." If
such rate is not yet published in H.15(519), H.15 Daily update or another
recognized electronic source, then the Treasury Rate will be calculated by the
Calculation Agent and will be the Bond Equivalent Yield of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 p.m., New York City
time, on such Interest Determination Date, of three primary United States
government securities dealers (which may include the any of the Agents or their
affiliates) 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 so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate determined as of such
Treasury Interest Determination Date will be the Treasury Rate in effect on such
Treasury Interest Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage) calculated in
accordance with the following formula:
Bond Equivalent Yield = 100 X D X N
------------
360 - (D X M)
where "D" refers to the applicable per annum rate for Treasury bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest reset period.
Determination of CMT Rate. If the Base Rate specified on the face hereof is
the CMT Rate, the CMT Rate with respect to this Note shall be determined on each
Interest Determination Date and shall be the rate displayed on the Designated
CMT Telerate Page under the caption". . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 p.m.," under
the column for the Designated CMT Maturity Index for, if the Designated CMT
Telerate Page is 7051, the rate on the related Interest Determination Date; or
1051047.4 10201 1256C 00692469
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if the Designated CMT Telerate Page is 7052, the weekly or monthly average, as
specified for the week or the month, as applicable, ended immediately preceding
the week in which the related Interest Determination Date occurs. If the rate is
no longer displayed on the relevant page or is not displayed by 3:00 p.m., New
York City time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be the treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If the
rate is no longer published in H.15(519) or is not published by 3:00 p.m., New
York City time, on the Calculation Date, then the CMT Rate on such Interest
Determination Date will be the treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for such Interest Determination Date with respect
to the Interest Reset Date as published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in the relevant H.15(519). If
that information is not provided by 3:00 p.m., New York City time, on the
Calculation Date, then the CMT Rate on such Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity, based on
the arithmetic mean of the secondary market bid prices as of approximately 3:30
p.m., New York City time, on such Interest Determination Date reported,
according to their written records, by three leading primary United States
government securities dealers (each, a "Reference Dealer") in New York City
(which may include any of the Agents or their affiliates) selected by the
Calculation Agent (from five Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than the Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three Treasury Note quotations, the CMT
Rate on such Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean of the
secondary market bid prices as of approximately 3:30 p.m., New York City time,
on such Interest Determination Date of three Reference Dealers in New York City
(which may include any of the Agents or their affiliates) selected by the
Calculation Agent (from five of the Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least U.S. $100 million. If three or four (and not
five) of such Reference Dealers are providing quotes, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated. If two Treasury Notes
with an original maturity have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the Calculation Agent will obtain from five
Reference Dealers quotations for the Treasury Note with the shorter remaining
term to maturity and will use those quotations to calculate the CMT Rate as
described above.
1051047.4 10201 1256C 00692469
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<PAGE>
"Designated CMT Telerate Page" means the display on the Bridge Telerate, Inc. or
any successor service on the specified page or any other page as may replace the
specified page on such service, for the purpose of displaying "Treasury Constant
Maturities" as reported in H.15(519). If a page is not specified, the Designated
CMT Telerate Page will be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of the
U.S. Treasury securities (1, 2, 3, 5, 7, 10, 20 or 30 years) specified with
respect to which the CMT Rate will be calculated. If no maturity is specified,
the Designated CMT Maturity Index will be 2 years.
Determination of Eleventh District Cost of Funds Rate. If the Base Rate
specified on the face hereof is the Eleventh District Cost of Funds Rate, the
Eleventh District Cost of Funds Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate equal to
the monthly weighted average cost of funds for the calendar month immediately
preceding the month in which such Eleventh District Cost of Funds Rate Interest
Determination Date falls, as set forth under the caption "11th District" on as
set forth under the caption "11th District" on Bridge Telerate, Inc. or any
successor service on Page 7058, or any other page as may replace that page on
such service ("Telerate Page 7058") as of 11:00 A.M., San Francisco time, on the
Eleventh District Cost of Funds Rate Interest Determination Date. If the rate
does not appear on Telerate Page 7058 on the Eleventh District Cost of Funds
Rate Interest Determination Date, then the Eleventh District Cost of Funds Rate
on such Interest Determination Date will be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the Federal Home Loan
Bank ("FHLB") of San Francisco, as the cost of funds for the calendar month
immediately preceding such Interest Determination Date. If the FHLB of San
Francisco fails to announce the Index on or prior to such Interest Determination
Date for the calendar month immediately preceding such Interest Determination
Date, the rate will be the same as the rate used in the prior interest period.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will provide to
the holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as of the next Interest Reset Date.
The Calculation Agent's determination of any interest rate will be final
and binding in the absence of manifest error.
1051047.4 10201 1256C 00692469
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Payments. Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Stated Maturity (or earlier
redemption or repayment date), as the case may be; provided, however, that if
the Interest Reset Period with respect to this Note is daily or weekly, interest
payable on any Interest Payment Date, other than interest payable on any date on
which principal hereof is payable, will include interest accrued through and
including the Record Date next preceding the applicable Interest Payment 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 in the period
for which interest is being paid. The interest factor for each such date shall
be computed by dividing the interest rate applicable to such day by 360 if the
Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate,
LIBOR or Eleventh District Cost of Funds Rate, as specified on the face hereof,
or by the actual number of days in the year if the Base Rate is the Treasury
Rate or the CMT Rate, as specified on the face hereof. All percentages resulting
from any calculation of the rate of interest on this Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point
(.0000001), with five one-millionths of a percentage point rounded upward, and
all dollar amounts used in or resulting from such calculation on this Note will
be rounded to the nearest cent (with one-half cent rounded upward). The interest
rate in effect on any Interest Reset Date will be the applicable rate as reset
on such date. The interest rate applicable to any other day is the interest rate
from the immediately preceding Interest Reset Date (or, if none, the Initial
Interest Rate).
If an Interest Payment Date (other than at Stated Maturity, a Redemption
Date or an repayment date at the option of the holder) would otherwise fall on a
day that is not a Market Day with respect to this Note (and if this Note is
payable in a Specified Currency other than U.S. dollars, a Business Day in the
country issuing the Specified Currency (or, for Euros, a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer System is
open, or if LIBOR is the Specified Currency, a day on which commercial banks are
open for business (including dealings in LIBOR) in London)), such Interest
Payment Date will be on the next succeeding Market Day (with interest accruing
to but excluding the next succeeding Market Day) (or, in the case of a LIBOR
Note, if such day falls in the next calendar month, the next preceding Market
Day (with interest accruing to but excluding the next preceding Market Day)). If
the Stated Maturity, Redemption Date or repayment date at the option of the
holder falls on a day that is not a Market Day (and if this Note is payable in a
Specified Currency other than U.S. dollars, a Business Day in the country
issuing the Specified Currency (or, for Euros, a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer System is open, or if
LIBOR is the Specified Currency, a day on which commercial banks are open for
business (including dealings in LIBOR) in London)), the required payment of
principal, premium, if any, and interest will be made on the next succeeding
Market Day as if made on the date such payment was due, and no interest will
accrue on such payment for the period from and after the Stated Maturity,
Redemption Date or repayment date at the option of the holder, as the case may
be, to the date of such payment on the next succeeding Market Day.
If the Specified Currency shown on the face of this Note is other than U.S.
dollars, payments of principal of (and premium, if any) and interest on the
1051047.4 10201 1256C 00692469
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<PAGE>
Notes will be made in the applicable Specified Currency; provided, however, that
payments of principal (and premium, if any) and interest on Notes denominated in
other than U.S. dollars will nevertheless be made in U.S. dollars:
(a) at the option of the holders of the Notes under the procedures
described in the two following paragraphs; and
(b) at the Company's option in the case of imposition of exchange
controls or other circumstances beyond the Company's control.
Except as provided in the next paragraph, if the Specified Currency shown
on the face of this Note is other than U.S. dollars, payments of interest and
principal (and premium, if any) will be made in U.S. dollars if the registered
holder of such Note on the relevant Record Date, or at Maturity, as the case may
be, has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the office of the Paying Agent on or before such Record Date, or
the date 15 days before Maturity, as the case may be. Such request may be in
writing (mailed or hand delivered) or by cable or other form of facsimile
transmission. Any such request will remain in effect for any further payments of
interest and principal (and premium, if any) on such Note payable to such
holder, unless such request is revoked on or before the relevant Record Date or
the date 15 days before Maturity, as the case may be.
The U.S. dollar amount to be received by a holder of a Note denominated in
other than U.S. dollars who elects to receive payment in U.S. dollars will be
determined by the exchange rate agent, or any successor thereto (the "Exchange
Rate Agent"), at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable Payment Date, by selecting the indicative
quotations for the Specified Currency appearing at such time on the bank
composite or multi-contributor pages of the Quoting Source (as defined below)
for the first three banks, in descending order of their appearance on a list of
banks to be agreed to by the Company and the Exchange Rate Agent prior to such
second Business Day, which are offering quotes on the Quoting Source. The
Exchange Rate Agent shall select from among the selected quotations the one
which will yield the largest number of U.S. dollars upon conversion from such
Specified Currency. The "Quoting Source" shall mean Reuters Monitor Foreign
Exchange Service, or if the Exchange Rate Agent determines that such service is
not available, Telerate Monitor Foreign Exchange Service. If the Exchange Rate
Agent determines that neither Service is available, the Company and the Exchange
Rate Agent shall agree on a comparable display or other comparable manner of
obtaining quotations and such display or manner shall become the Quoting Source.
In the case of a Specified Currency other than Euros, if (i) fewer than
three bid quotations are available at the time a determination is to be made by
the Exchange Rate Agent pursuant to the preceding paragraph, or (ii) the
Exchange Rate Agent received no later than 12:00 noon, New York City time, on
such second Business Day preceding the applicable Payment Date notice from the
Company that there exist exchange controls or other circumstances beyond the
Company's control rendering such Specified Currency unavailable, then the
Exchange Rate Agent shall, prior to such Payment Date, notify the Company and
the Trustee of the noon buying rate in New York City for cable transfers, in the
Specified Currency indicated in such notice, as certified for customers purposes
1051047.4 10201 1256C 00692469
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<PAGE>
by the Federal Reserve Bank of New York (the "Market Exchange Rate") as of such
second Business Day. If the Market Exchange Rate for such date is not then
available, the Exchange Rate Agent shall immediately notify the Company and the
Trustee of the most recently available Market Exchange Rate for such Specified
Currency. In the case of Euros, if: (i) fewer than three bid quotations are
available at the time a determination is to be made by the Exchange Rate Agent
pursuant to the preceding paragraph, or (ii) the Exchange Rate Agent receives no
later than 12:00 noon, New York City time, on such second Business Day preceding
the applicable Payment Date notice from the Company that (A) there exist
exchange controls or other circumstances beyond the Company's control, rendering
Euros unavailable or (B) Euros are no longer used in the European Monetary
System, rendering Euros unavailable, then the Exchange Rate Agent shall, prior
to such Payment Date, notify the Company and the Trustee of the rate of
conversion for Euros into U.S. dollars, determined as of such second Business
Day on the following basis: The component currencies of the Euros for this
purpose (the "Components") shall be the currency amounts that were components of
the Euros as of the last date on which Euros were used in the European Monetary
System. The equivalent of Euros in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalent of the Components. The U.S. dollar
equivalent of each of the Components shall be determined by the Exchange Rate
Agent on the basis of the most recently available Market Exchange Rate for the
Components, or as otherwise specified to the Exchange Rate Agent by the Company.
If the Specified Currency shown on the face hereof is a currency or
currency unit other than U.S. dollars, and such Specified Currency is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company shall be entitled to satisfy its
obligations to the holder of this Note by making such payment in U.S. dollars on
the basis of the most recently available noon-buying rate for cable transfers in
The City of New York, as determined by the Federal Reserve Bank of New York. Any
payment made under such circumstances in U.S. dollars where the required payment
is other than U.S. dollars will not constitute an Event of Default.
Sinking Fund. This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at the
option of the holder prior to Maturity.
Redemption. Unless otherwise indicated on the face of this Note, this Note
may not be redeemed prior to the Stated Maturity. If the face of this Note
indicates that this Note is subject to optional redemption, this Note will be
redeemable at the Company's option, as a whole or from time to time in part in
increments of U.S. $1,000 or the minimum Authorized Denomination (provided that
any remaining principal amount hereof shall be at least U.S. $1,000 or such
minimum Authorized Denomination) on and after the Initial Redemption Date set
forth on the face of this Note, on any date prior to the Stated Maturity at a
redemption price (the "Redemption Price"), as specified on the face of this
Note, equal to either (i) the price specified as a percentage of the face amount
to be redeemed plus accrued interest to the Redemption Date (subject to the
right of holders of record on the relevant Record Date to receive interest due
on an Interest Payment Date that is on or prior to the Redemption Date) or (ii)
100% of the principal amount thereof plus accrued interest to the Redemption
1051047.4 10201 1256C 00692469
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Date (subject to the right of holders of record on the relevant Record Date to
receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date), plus a Make-Whole Premium, if any.
The "Make-Whole Premium" in respect of this Note is intended to be the
amount, if any, which, when added to the then outstanding principal amount of
this Note, would, if invested on the Redemption Date of this Note in U.S.
Treasury securities with maturities equal to the Remaining Life of this Note,
have a yield to maturity equal to the original yield to maturity of this Note,
based on the initial public offering price of this Note. The amount of the
Make-Whole Premium in respect of the principal amount of this Note will be
calculated by the Company and will be the excess, if any, of (i) the sum of the
present values, as of the Redemption Date of this Note, of (A) the respective
interest payments (exclusive of the amount of accrued interest to the Redemption
Date) on this Note that, but for such redemption, would have been payable on
their respective Interest Payment Dates after such Redemption Date, and (B) the
payment of such principal amount that, but for such redemption, would have been
payable on the Stated Maturity over (ii) the amount of such principal to be
redeemed. Such present values will be determined in accordance with generally
accepted principles of financial analysis by discounting the amounts of such
payments of interest and principal from their respective Stated Maturities to
such Redemption Date at a discount rate equal to the Treasury Yield.
The "Treasury Yield" in respect of this Note shall be determined as of the
date on which notice of redemption of this Note is sent to the holder hereof by
reference to the most recent Federal Reserve Statistical Release H.15(519) (or
successor publication) which has become publicly available not more than two
Business Days prior to such date (or, if such Statistical Release (or successor
publication) is no longer published or no longer contains the applicable data,
to the most recently published issue of The Wall Street Journal (Eastern
Edition) published not more than two Business Days prior to such date that
contains such data or, if The Wall Street Journal (Eastern Edition) is no longer
published or no longer contains such data, to any publicly available source of
similar market data), and shall be the most recent weekly average yield on
actively traded U.S. Treasury securities adjusted to a constant maturity equal
to the Remaining Life of this Note and, if applicable, converted to a bond
equivalent yield basis as described below. The "Remaining Life of this Note"
shall equal the number of years from the Redemption Date to the Stated Maturity
of this Note; provided that if the Remaining Life of this Note is not equal to
the constant maturity of a U.S. Treasury security for which a weekly average
yield is specified in the applicable source, then the Remaining Life of this
Note shall be rounded to the nearest one-twelfth of one year and the Treasury
Yield shall be obtained by linear interpolation (computed to the fifth decimal
place (one thousandth of a percentage point) and then rounded to the fourth
decimal place (one hundredth of a percentage point)), after rounding to the
nearest one-twelfth of one year, from the weekly average yields of (a) the
actively traded U.S. Treasury security with a maturity closest to and less than
the Remaining Life of this Note and (b) the actively traded U.S. Treasury
security with a maturity closest to and greater than the Remaining Life of this
Note, except that if the Remaining Life of this Note is less than three months,
the weekly average yield on actively traded U.S. Treasury securities adjusted to
a constant maturity of three months shall be used. The Treasury Yield shall, if
1051047.4 10201 1256C 00692469
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expressed on a yield basis other than that equivalent to a bond equivalent yield
basis, be converted to a bond equivalent yield basis and shall be computed to
the fifth decimal place (one thousandth of a percentage point) and then rounded
to the fourth decimal place (one hundredth of a percentage point).
Notice of redemption will be provided by mailing a notice of such
redemption to each holder by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to the
respective address of each holder as that address appears in the Security
Register. In the event of redemption of this Note in part only, a new Note or
Notes for the amount of the unredeemed portion hereof shall be issued in the
name of the holder hereof upon the presentation and cancellation hereof.
Repayment. Unless otherwise indicated on the face of this Note, this Note
shall not be subject to repayment at the option of the holder prior to the
Stated Maturity. If so indicated on the face of this Note, this Note may be
subject to repayment at the option of the holder on the date or dates, if any,
specified on the face hereof (the "Optional Redemption Date" or "Optional
Redemption Dates") on the terms set forth herein.
On any Optional Repayment Date, this Note will be repayable in whole or in
part in increments of U.S. $1,000 or the minimum Authorized Denomination of the
Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than U.S. $1,000 or such minimum
Authorized Denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
hereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, the Company must receive at the
corporate trust office of the Paying Agent in the City of Boston, Commonwealth
of Massachusetts or New York, New York, at least 30 days but not more than 60
days prior to the repayment, (i) this Note with the form entitled "Option to
Elect Repayment" on the reverse hereof duly completed or (ii) a telegram,
facsimile transmission or a letter from a member of a national securities
exchange or a member of the National Association of Securities Dealers, Inc.
(the "NASD") or a commercial bank or trust company in the United States which
must set forth the name of the holder of this Note, the principal amount of this
Note, the principal amount of this Note to be repaid, the certificate number or
a description of the tenor and terms of this Note, a statement that the option
to elect repayment is being exercised thereby and a guarantee that this Note to
be repaid, together with the duly completed form entitled "Option to Elect
Repayment" on the reverse hereof, will be received by the Paying Agent not later
than the third Business Day after the date of such telegram, facsimile
transmission or letter; provided, that such telegram, facsimile transmission or
a letter from a member of a national securities exchange or a member of the NASD
or a commercial bank or trust company in the United States shall only be
effective if in such case, this Note and form duly completed are received by the
Paying Agent by such third Business Day. Exercise of such repayment option by
the holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note or Notes of like tenor for the amount of the unpaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon cancellation hereof.
1051047.4 10201 1256C 00692469
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Optional Extension of Maturity. If so specified on the face hereof, the
Stated Maturity of this Note may be extended at the option of the Company for
the period or periods of whole years specified on the face hereof (each an
"Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face hereof. If the Company exercises such option, the Paying Agent
will mail to the holder of this Note not later than 40 calendar days prior to
the old Stated Maturity a notice (the "Extension Notice"), first class postage
prepaid, indicating (a) the election of the Company to extend the Maturity; (b)
the new Stated Maturity; (c) the interest rate applicable to the Extension
Period; and (d) the provisions, if any, for redemption during the Extension
Period, including the date or dates on which, the period or periods during which
and the price or prices at which such redemption may occur during the Extension
Period. Upon the Paying Agent's mailing of the Extension Notice, the Stated
Maturity of this Note shall be extended automatically and, except as modified by
the Extension Notice and as described in the next paragraph, this Note will have
the same terms as prior to the mailing of such Notice.
Notwithstanding the foregoing, not later than 10:00 a.m., New York City
time, on the twentieth calendar day prior to the Maturity then in effect (or, if
such day is not a Business Day, not later than 10:00 a.m., New York City time,
on the immediately succeeding Business Day), the Company may, at its option,
revoke the Spread and/or Spread Multiplier provided for in the Extension Notice
and establish a higher interest rate for the Extension Period by causing the
Paying Agent to send notice of such Spread and/or Spread Multiplier to the
holder of such Note by first class mail, postage prepaid, or by such other means
as shall be agreed between the Company and the Paying Agent. Such notice shall
be irrevocable. All Notes with respect to which the Maturity is extended in
accordance with an Extension Notice will bear such Spread and/or Spread
Multiplier for the Extension Period, whether or not tendered for payment.
If the Company extends the Maturity of this Note, the holder will have the
option to require the Company to repay such Note on Maturity then in effect at a
price equal to the principal amount thereof plus all accrued and unpaid interest
to such date. In order to obtain repayment on the old Stated Maturity once the
Company has extended the Maturity hereof, the holder must follow the procedures
set forth for optional repayment, except that the period for delivery of this
Note or notification to the Paying Agent shall be at least 25 but not more than
35 calendar days prior to the old Stated Maturity and except that if holder has
tendered this Note for repayment pursuant to an Extension Notice, the holder
may, by written notice to the Paying Agent, revoke any such tender for repayment
until 3:00 p.m., New York City time, on the twentieth calendar day prior to the
old Stated Maturity (or, if such day is not a Business Day, until 3:00 p.m., New
York City time, on the immediately succeeding Business Day).
Renewable Notes. If this Note is a Renewable Note, this Note will mature at
Stated Maturity (the "Initial Maturity Date"), unless the Maturity of all or any
portion of the principal amount thereof is extended in accordance with the
procedures described below. On Election Date (which must be an Interest Payment
Date), the Maturity of this Note will be extended to the Interest Payment Date
occurring twelve months after such Election Date, unless the holder elects to
terminate the automatic extension of the Maturity of this Note or of any portion
thereof having a principal amount of U.S. $1,000 or any multiple of U.S. $1,000
1051047.4 10201 1256C 00692469
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in excess thereof, provided that the principal amount for which such option is
not exercised is at least U.S. $1,000 or any larger amount that is an integral
multiple of U.S. $1,000, by delivering a notice to such effect to the Paying
Agent not less than the Minimum Election Date Notice days nor more than Maximum
Election Date Notice days prior to such Election Date. Notwithstanding the
foregoing, the Maturity of this Note may not be extended beyond the Final
Maturity Date. If the holder elects to terminate the automatic extension of the
Maturity of any portion of the principal amount of this Note and such election
is not revoked as described below, such portion will become due and payable on
the Interest Payment Date falling six months (or such other time specified
herein) after the Election Date prior to which the holder made such election.
An election to terminate the automatic extension of Maturity may be revoked
as to any portion of this Note having a principal amount of U.S. $1,000 or any
multiple of U.S. $1,000 in excess thereof by delivering a notice to such effect
to the Paying Agent on any day following the effective date of the election to
terminate the automatic extension of Maturity and prior to the fifteenth
calendar day before the date on which such portion would otherwise mature. Such
a revocation may be made for less than the entire principal amount of this Note
for which the automatic extension of Maturity has been terminated; provided,
however, that the principal amount of this Note for which the automatic
extension of Maturity has been terminated and for which such a revocation has
not been made is at least U.S. $1,000 or any larger amount that is an integral
multiple of U.S. $1,000. Notwithstanding the foregoing, a revocation may not be
made during the period from and including a Record Date to but excluding the
immediately succeeding Interest Payment Date.
An election to terminate the automatic extension of the Maturity of the
Renewable Notes, if not revoked as described above by the holder making the
election or any subsequent holder, will be binding upon such subsequent holder.
If this Note is a Renewable Note, this Note may be redeemed in whole or in
part at the option of the Company on any Interest Payment Date, commencing with
the Interest Payment Date specified on the face hereof or in an Addendum hereto,
at a redemption price of 100% of the principal amount of this Note to be
redeemed, together with accrued and unpaid interest to the date of redemption.
Notice of redemption will be provided by mailing a notice of such redemption to
each holder by first class mail, postage prepaid, at least 30 and not more than
60 calendar days prior to the date fixed for redemption.
Indexed Notes. If so stated on the face hereof, the amount of principal,
premium and/or interest payable in respect hereof will be determined with
reference to the price or prices of specific commodities or stocks, or to the
exchange rate of one or more designated currencies (including composite
currencies) relative to an indexed currency or to such other price(s) or
exchange rate(s), as specified on the face hereof.
Registration of Transfer. State Street Bank and Trust Company has been
appointed registrar for the Notes (the "Registrar," which term includes any
successor registrar appointed by the Company), and the Registrar will maintain
at its office at 2 Avenue de Lafayette, Boston, MA 02111 a register for the
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registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Registrar by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form approved by the
Registrar and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Registrar shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions for an equal aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Registrar will not be
required to register the transfer of or exchange any Note that has been called
for redemption in whole or in part, or as to which the holder thereof has
elected to cause such Note to be repaid in whole or in part, except the
unredeemed or unpaid portion of Notes being redeemed or repaid in part, or to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Indenture with respect to the redemption of Notes. Notes are
exchangeable at said office for other Notes of other authorized denominations of
equal aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form approved by the
Registrar and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Registrar, a new Note of like tenor will be issued by the
Company in exchange for the Note so mutilated or defaced, or in lieu of the Note
so destroyed or lost or stolen, but, in the case of any destroyed or lost or
stolen Note, only upon receipt of evidence satisfactory to the Registrar and the
Company that such Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, in denominations of
U.S. $1,000 or any integral multiple of U.S. $1,000 or the minimum Authorized
Denomination. If the Specified Currency shown on the face of this Note is other
than U.S. Dollars, the authorized denominations shall be the amount of the
Specified Currency for such Note equivalent, at the noon buying rate in The City
of New York for cable transfers for such Specified Currency (the "Exchange
Rate") on the sixth Business Day in The City of New York and in the country
issuing such currency (or, for Euros, a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer System is open, or if
LIBOR is the Specified Currency, a day on which commercial banks are open for
business (including dealings in LIBOR) in London) next preceding the date of
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<PAGE>
issue of such Note, to U.S. $1,000 (rounded to the nearest 1,000 units of such
Specified Currency) and any greater amount that is an integral multiple of 1,000
units of such Specified Currency.
Events of Default. If an Event of Default (as defined in the Indenture)
with respect to the Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
Original Issue Discount Notes. Notwithstanding anything herein to the
contrary, if this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable in the event of redemption or repayment prior to
the Stated Maturity hereof in lieu of the principal amount due at the Stated
Maturity hereof shall be the Amortized Face Amount of this Note as of the
Redemption Date or the date of repayment, as the case may be, multiplied by the
Redemption Price. The "Amortized Face Amount" of this Note shall be the amount
equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that
portion of the difference between the Issue Price and the principal amount
hereof that has accrued at the Yield to Maturity (as set forth on the face
hereof) (computed in accordance with generally accepted United States bond yield
computation principles using a constant yield method) at the date as of which
the Amortized Face Amount is calculated but in no event shall the Amortized Face
Amount of this Note exceed its principal amount.
The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with
ratable accruals within a compounding period, a coupon rate equal to the initial
coupon rate applicable to this Note and an assumption that the Maturity of this
Note will not be accelerated). If the period from the Original Issue Date to the
initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.
Modifications and Waivers; Obligation of the Company Absolute. The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
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<PAGE>
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
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, premium, if any, and interest on this Note at the time, place, and
rate or formula, and in the coin or currency, herein and in the Indenture
prescribed unless otherwise agreed between the Company and the registered holder
of this Note.
Registered Holder Treated as Owner. Prior to due presentment of this Note
for registration of transfer, the Company or any agent of the Company, the
Registrar or the Trustee may treat the holder in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Registrar, the Trustee nor any such agent
shall be affected by notice to the contrary.
No Recourse Against Certain Persons. No recourse under or upon any
obligation, covenant or agreement contained in the Indenture or in this Note, or
because of any indebtedness evidenced thereby, shall be had against any
promoter, as such, or against any past, present or future shareholder, officer
or trustee, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of this Note by the holder hereof and as part of
the consideration for the issue of this Note.
Governing Law. This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
CUSIP Number. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused "CUSIP"
numbers to be printed on this Note as a convenience to the holders. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on this Note, and reliance may be placed only on the other
identification numbers printed hereon.
Defined Terms. All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Defeasance. The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Note and (b) certain
restrictive covenants and the related defaults and Events of Default applicable
to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Note.
1051047.4 10201 1256C 00692469
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<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
======================================================================
======================================================================
................................................................................
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)
................................................................................
the within Security of Security Capital Group Incorporated and hereby does
irrevocably constitute and appoint
........................................................................Attorney
to transfer said Security on the books of the within-named Company with full
power of substitution in the premises.
Dated: . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .
NOTICE:..The signature to this assignment must correspond with the name as
it appears on the first page of the within Security in every
particular, without alteration or enlargement or any change
whatever.
1051047.4 10201 1256C 00692469
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<PAGE>
FORM OF OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to 100% of the principal amount to be repaid, together
with unpaid interest to the Repayment Date, to the undersigned, at
(Please print or typewrite name and address of the undersigned) If less than the
entire principal amount of the within Note is to be repaid, specify the portion
thereof (which shall be increments of U.S. $1,000 (or if the Specified Currency
is other than U.S. dollars, the minimum Authorized Denomination specified on the
face hereof)) which the holder elects to have repaid:_____________________
_______________________________________________________________________________;
and specify the denomination or denominations (which shall not be less
than the minimum authorized denomination) of the Notes to be issued to the
holder for the portion of the within Note not being repaid (in the absence
of any such specification, one such Note will be issued for the portion not
being repaid):
Dated: ______________________
NOTICE: The signature on this Option to Elect Repayment must
correspond with the name as written upon the face of the
within instrument in every particular without alteration or
enlargement.
1051047.4 10201 1256C 00692469
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