Exhibit 4(f)
FRONT
REGISTERED REGISTERED
No. _____
CUSIP
BALTIMORE GAS AND ELECTRIC COMPANY
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
6.75% REMARKETABLE OR REDEEMABLE SECURITY (ROARSsm) DUE 2012
If this Note is registered in the name of The Depository Trust Company (the
"Depositary" or "DTC") (55 Water Street, New York, New York) or its nominee,
this Note 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 or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary unless and until
this Note is exchanged in whole or in part for Notes in definitive form. Unless
this certificate is presented by an authorized representative of the Depositary
to the Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of the Depositary 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.
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PRINCIPAL AMOUNT: $173,000,000
INTEREST RATE: 6.75% per annum to but excluding December 15, 2002
and then at a fixed or floating rate to be determined
pursuant to the terms set forth on the reverse hereof
ORIGINAL ISSUE DATE: December 20, 2000
FIRST REMARKETING DATE: December 15, 2002
STATED MATURITY: December 15, 2012 as such date may be extended to the
tenth anniversary of the Fixed Rate Remarketing Date
as set forth on the reverse hereof.
INTEREST PAYMENT DATES: June 15 and December 15, commencing
June 15, 2001 through the First Remarketing Date
shown above and thereafter as set forth on the
reverse hereof.
REGULAR RECORD DATE: Close of business on the 15th calendar day prior to
the relevant Interest Payment Date, whether or not a
Business Day.
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Baltimore Gas and Electric Company, a Maryland corporation (herein
called the "Company", which term includes any successor corporation under the
Indenture, as hereinafter defined), for value received, promises to pay to Cede
& Co. or its registered assigns, the principal sum of ONE HUNDRED SEVENTY-THREE
MILLION DOLLARS ($173,000,000) on the Stated Maturity shown above and to pay
interest on said principal sum from the Original Issue Date shown above if
interest has not been paid on this Note or from the most recent Interest Payment
Date for which interest has been paid or duly provided for, at the fixed rate
per annum shown above, semi-annually on the Interest Payment Date until the
First Remarketing Date shown above and thereafter, on the Interest Payment Dates
and at the interest rate determined by the Remarketing Dealers (as defined on
the reverse hereof) and in the manner determined as set forth on the reverse
hereof, until prinicpal hereof is paid or made available for payment, and on any
overdue principal and on any overdue installment of interest as below provided.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will as provided on the reverse hereof be paid to the
Person in whose name this 6.75% Remarketable or Redeemable Security due 2012
(this "Note") is registered on the Regular Record Date, as specified above,
preceding such Interest Payment Date.
Payments of interest on this Note will include interest accrued to but
excluding the respective Interest Payment Dates. Interest on this Note shall be
computed on the basis of a 360-day year of twelve 30-day_months from the
Original Issue Date to the First Remarketing Date and then, subject to the
Remarketing Dealers' election to purchase the ROARS for remarketing and the
Company's election to exercise its Floating Period Option, interest on this Note
shall be computed on the basis of the actual number of days in the applicable
Floating Rate Reset Period over a 360-day year until the Fixed Rate Remarketing
Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day
months from the Fixed Rate Remarketing Date to the Stated Maturity. If any
Interest Payment Date, Stated Maturity or other payment date of this Note
(including any payment date in connection with the mandatory tender or any
mandatory redemption of this Note) does not fall on a Business Day, the payment
otherwise payable on that date shall be made on the next succeeding day that is
a Business Day with the same force and effect as if made on the date the payment
was originally payable, and no interest shall accrue for the period from and
after such Interest Payment Date, Stated Maturity or other payment date, except
in the case of an Interest Payment Date or other payment date occurring during
the Floating Rate Period.
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In the event this Note is issued between a Regular Record Date and an
Interest Payment Date or on an Interest Payment Date, the first day that
interest shall be payable will be on the Interest Payment Date following the
next succeeding Regular Record Date. In the event of a default in the payment of
interest, interest will be payable as provided in that certain Indenture dated
as of July 1, 1985, as supplemented by the Supplemental Indentures dated as of
October 1, 1987, and January 26, 1993, respectively (the "Indenture"), by and
between the Company and The Bank of New York (successor to Mercantile-Safe
Deposit and Trust Company), a corporation duly organized and existing under the
laws of the State of New York , as Trustee (herein called the "Trustee," which
term includes any successor Trustee under the Indenture).
Pursuant to the provisions of the Indenture, the Company will
maintain an agency at The Bank of New York in The City of New York, New York
(the "Bank"), or at such other agencies as may from time to time be designated,
where the Notes may be presented for payment, for registration of transfer and
exchange, and where notices or demands to, or upon, the Company may be served.
Unless this Note is registered in the name of the Depositary
payment of the principal, premium, if any, and interest payable at Stated
Maturity, or, if applicable, upon redemption or repurchase, on this Note will be
made in immediately available funds at the request of the holder provided that
this Note is presented to the Bank in time for the Bank to make such payments in
such funds in accordance with its normal procedures.
Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully
set forth at this place. To the extent the provisions of this Note conflict with
the Indenture the terms of this Note shall control.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee or a duly designated authentication agent by
manual signature, this Note shall not be entitled to any benefit under said
Indenture, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, Baltimore Gas and Electric Company has caused
this instrument to be executed in its corporate name with the manual or
facsimile signature of its President or a Vice President and a facsimile of its
corporate seal to be imprinted hereon, attested by the manual or facsimile
signature of its Secretary or an Assistant Secretary.
Dated:
BALTIMORE GAS AND ELECTRIC COMPANY
By: ____________________
President
ATTEST:
____________________ [SEAL]
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein issued under the
Indenture described herein.
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By: ____________________
Authorized Signatory
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(REVERSE)
BALTIMORE GAS AND ELECTRIC COMPANY
6.75% REMARKETABLE OR REDEEMABLE SECURITY (ROARSsm) DUE 2012
This Note is one of a duly authorized issue of debt securities
(the "Securities") of the Company, of a series designated as its 6.75%
REMARKETABLE OR REDEEMABLE SECURITY (ROARSsm) DUE 2012 (herein called the
"Notes"), limited (except as otherwise provided in the Indenture) in aggregate
principal amount to $173,000,000, issued and to be issued under the Indenture,
to which Indenture and all relevant indentures supplemental thereto reference is
hereby made for a statement of the respective rights, obligations, duties and
immunities thereunder of the Company, the Trustee, the Bank and the
Securityholders and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Securities, of which the Notes constitute a
series, may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest at different rates, may be subject to different covenants and
Events of Default and may otherwise vary as in the Indenture provided. All
capitalized terms not otherwise defined herein shall have the definitions
assigned to them in the Indenture. All references to "we" and "us" below and
elsewhere in this Note shall mean the Company.
If any interest, principal or other payment date of the ROARS
(including any payment date in connection with the mandatory tender or any
mandatory redemption as described below) does not fall on a Business Day, a
payment otherwise payable on that day will be made on the next succeeding
Business Day. It will have the same effect as if made on the scheduled payment
date, and no interest will accrue for the period from and after such interest
payment date, maturity date or other payment date, except in the case of an
interest payment date or other payment date occurring during the Floating Rate
Period.
"Business Day" means any day other than a Saturday or Sunday or a day
on which banking institutions in New York, New York or Baltimore, Maryland are
authorized or obligated by law or executive order to close.
"London Business Day" means any day on which dealings in U.S. dollars
are transacted in the London Inter-Bank Market.
"Remarketing Dealers" means the nationally recognized broker-dealers
selected by the Company to act as Remarketing Dealers. Pursuant to a Remarketing
Agreement dated as of December 20, 2000 (the "Remarketing Agreement"), Banc of
America Securities LLC and Lehman Brothers Inc. have agreed to act as
Remarketing Dealers. The Company has the sole obligation to select any
substitute Remarketing Dealer, as provided in the Remarketing Agreement.
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"Remarketing Date(s)" means (1) December 15, 2002, assuming the
Remarketing Dealers have elected to purchase the ROARS and we have not elected
to exercise our Floating Period Option (as defined under "Floating Rate Period"
below) or (2) December 15, 2002 and a subsequent remarketing date which shall
fall on the 15th day of any one of the 12 consecutive months subsequent to the
first Remarketing Date until December 15, 2003 if the Remarketing Dealers have
elected to purchase the ROARS and we have elected to exercise our Floating
Period Option (as defined under "Floating Rate Period" below).
We have agreed with the Remarketing Dealers that we will not cause or
permit the terms or provisions of the ROARS to be modified in any way, and may
not make open market or other purchases of the ROARS prior to the first
Remarketing Date, without the prior written consent of the Remarketing Dealers.
Interest and Interest Payment Dates
The Notes will bear interest at 6.75% per year, from the date of
issuance to, but excluding, December 15, 2002. We will pay interest during that
period semiannually on June 15 and December 15, beginning on June 15, 2001.
Unless we have chosen, or are required, to redeem the Notes, we will
pay interest on the Notes accruing from the Fixed Rate Remarketing Date (as
defined below), semiannually on each day that is a six-month anniversary of such
date. Interest on the Notes from the Fixed Rate Remarketing Date will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
"Fixed Rate Remarketing Date" means December 15, 2002, assuming the
Remarketing Dealers have elected to purchase the Notes and we have not elected
to exercise our Floating Period Option, or the subsequent Remarketing Date on
which the Floating Rate Termination Date occurs in the event that we have
elected to exercise our Floating Period Option. This subsequent Remarketing Date
shall be the Floating Period Termination Date (as defined under "Floating Rate
Period" below).
Interest on the Notes accruing during any Floating Rate Reset Period
(as defined under "Floating Rate Period" below) will be payable on the next
following Reference Rate Reset Date (as defined under "Floating Period" below)
if such date is a Business Day or on the next following Business Day. Interest
on the Notes during the Floating Rate Period (as defined below) will be computed
on the basis of the actual number of days in such Floating Rate Reset Period
over a 360-day year.
Interest payable on any Interest Payment Date will be payable to the
persons in whose names the Notes are registered at the close of business on the
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Regular Record Date (whether or not a Business Day) immediately preceding the
related Interest Payment Date.
Interest payments will be in the amount of interest accrued from and
including the preceding Interest Payment Date (or from and including the date of
issuance if no interest has been paid or duly provided with respect to the
Notes) to but excluding the relevant Interest Payment Date, Remarketing Date or
the Stated Maturity, as the case may be. If any Interest Payment Date does not
fall on a Business Day, the interest payment will be made on the next succeeding
Business Day and will have the same effect as if made on the scheduled payment
date and no interest will accrue after such Interest Payment Date, except to the
extent it occurs during the Floating Rate Period.
Interest Rate to Maturity
If the Remarketing Dealers elect to purchase the Notes for remarketing,
then by 3:30 p.m., New York City time on the third Business Day immediately
preceding any Remarketing Date (a "Floating Rate Spread Determination Date" or
the "Fixed Rate Determination Date," depending on the following election, and
each, a "Determination Date"), the Remarketing Dealers will determine either (a)
the Floating Rate Spread (as defined under "Floating Rate Period" below) if we
have elected to exercise our Floating Period Option or (b) the Interest Rate to
Maturity (as defined below) to the nearest one hundredth of one percent per
annum, unless we have chosen to redeem, or are required to redeem, the Notes.
Each Floating Period Interest Rate (as defined under "Floating Rate Period"
below) will equal the sum of a Reference Rate (as defined under "Floating Rate
Period" below) and a Floating Rate Spread. The "Interest Rate to Maturity" will
be equal to the sum of 4.684% (the "Base Rate") and the Applicable Spread (as
defined below), which will be based on the Dollar Price (as defined below) of
the Notes. The Floating Period Interest Rate, the Interest Rate to Maturity and
the Dollar Price for the Notes as announced by the Remarketing Dealers, absent
manifest error, will be binding and conclusive upon the beneficial owners of
this Note, us and the Trustee.
For this purpose, the following terms have the following meanings:
"Applicable Spread" means the lowest Fixed Rate Bid, expressed as a
spread (in the form of a percentage or in basis points) above the Base Rate for
the Notes, obtained by the Remarketing Dealers by 3:30 p.m., New York City time,
on the Fixed Rate Determination Date, from the Fixed Rate Bids quoted to the
Remarketing Dealers by up to five Reference Corporate Dealers.
"Fixed Rate Bid" means an irrevocable offer to purchase the aggregate
outstanding principal amount of the Notes at the Dollar Price, but assuming:
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(1) a settlement date that is the Fixed Rate Remarketing Date, without
accrued interest,
(2) a maturity date that is the tenth anniversary of the Fixed Rate
Remarketing Date; and
(3) a stated annual interest rate equal to the Base Rate plus the spread
bid by the applicable Reference Corporate Dealer.
"Comparable Treasury Issues" for the Notes means the U.S. Treasury security
or securities selected by the Remarketing Dealers, as of the first Determination
Date, as having an actual or interpolated maturity or maturities comparable to
the remaining term of the Notes being purchased by the Remarketing Dealers.
"Comparable Treasury Price" means, with respect to the first Remarketing
Date:
(1) the offer prices for the Comparable Treasury Issues (expressed, in each
case, as a percentage of their principal amount) at 12:00 noon, New York City
time, on the first Determination Date, as set forth on "Telerate Page 500" (or
such other page as may replace "Telerate Page 500") or
(2) if such page (or any successor page) is not displayed or does not
contain such offer prices on such Determination Date, the average of the
Reference Treasury Dealer Quotations for such Determination Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or if the Remarketing Dealers obtain fewer than four such Reference Treasury
Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.
"Telerate Page 500" means the display designated as "Telerate Page 500" on
Dow Jones Markets (or such other page as may replace "Telerate Page 500" on such
service) or such other service displaying the offer prices for the Comparable
Treasury Issues, as may replace Dow Jones Markets.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer, the offer prices for the Comparable Treasury Issues
(expressed in each case as a percentage of their principal amount) quoted in
writing to the Remarketing Dealers by such Reference Treasury Dealer, by 3:30
p.m., New York City time, on the first Determination Date.
"Dollar Price" means, (1) the principal amount of the Notes, plus (2) the
premium equal to the excess, if any, of (A) the present value, as of the first
Remarketing Date, of the Remaining Scheduled Payments for such Notes, discounted
to the first Remarketing Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, over (B) the principal
amount of the Notes.
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"Fixed Rate Determination Date" means the third Business Day prior to the
Fixed Rate Remarketing Date.
"Reference Corporate Dealer" means each of up to five leading dealers
of publicly traded debt securities, including our debt securities, which shall
be selected by us. We will advise the Remarketing Dealers of our selection of
Reference Corporate Dealers no later than five Business Days prior to the Fixed
Rate Remarketing Date. Two of the Reference Corporate Dealers we select will be
the Remarketing Dealers.
"Reference Treasury Dealer" means each of up to five primary U.S.
Government securities dealers (each a "Primary Treasury Dealer"), to be selected
by us, and their respective successors; provided that if any of the foregoing
ceases to be, and has no affiliate that is, a Primary Treasury Dealer we will
substitute for it another Primary Treasury Dealer. Two of the Reference Treasury
Dealers we select will be the Remarketing Dealers.
"Remaining Scheduled Payments" means, with respect to the Notes, the
remaining scheduled payments of the principal of and interest on the Notes,
calculated at the Base Rate applicable to such Notes, that would be due from but
excluding the first Remarketing Date to and including December 15, 2012;
provided that if such Remarketing Date is not an interest payment date, the
amount of the next succeeding scheduled interest payment, calculated at the Base
Rate, will be reduced by the amount of interest accrued, calculated at the Base
Rate only, to the first Remarketing Date.
"Treasury Rate" for the Notes means, with respect to the first Remarketing
Date, the rate per annum equal to the semiannual equivalent yield to maturity or
interpolated (on a day count basis) yield to maturity of the Comparable Treasury
Issues, assuming a price for the Comparable Treasury Issues (expressed as a
percentage of their principal amounts) equal to the Comparable Treasury Price
for such Remarketing Date.
Floating Rate Period
Following the Remarketing Dealers' election to purchase the Notes in
connection with the First Remarketing Date, but prior to the fourth Business Day
prior to the First Remarketing Date (the "Floating Period Notification Date"),
we may elect to exercise our Floating Period Option. If we exercise our Floating
Period Option, the Notes will be remarketed at a floating rate equal to the
Floating Period Interest Rate until the earlier of (such calculation date, the
"Floating Rate Termination Date") (1) December 15, 2003, or (2) such date which
otherwise would be the Reference Rate Reset Date following the date on which we
elect to terminate such Floating Rate Period (the "Floating Rate Period
Termination Notification Date"). The Floating Rate Period Termination
Notification Date shall be at least four Business Days prior to the applicable
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Reference Rate Reset Date. In the event that we exercise our Floating Period
Option, the maturity date of the Notes will be extended to the tenth anniversary
of the subsequent Remarketing Date, not to exceed December 15, 2013.
The amount of interest payable for each day that the Notes are outstanding
during the Floating Rate Period will be calculated by dividing the Floating
Period Interest Rate in effect for such day by 360 and multiplying the result by
the Dollar Price. The amount of interest payable for any Floating Rate Reset
Period (as defined below) will be calculated by adding the interest payable for
each day in the Floating Rate Reset Period.
For this purpose, the following terms have the following meanings:
"Floating Period Interest Rate" means the sum of the Reference Rate and the
Floating Rate Spread.
"Floating Period Option" means our right, on any date subsequent to the
Remarketing Dealers' election to purchase the Notes in connection with the First
Remarketing Date but prior to the fourth Business Day prior to the First
Remarketing Date, to require the Remarketing Dealers to remarket the Notes at
the Floating Period Interest Rate.
"Floating Rate Period" means the period from and including the Floating
Rate Remarketing Date to but excluding the Floating Period Termination Date.
"Floating Rate Remarketing Date" means December 15, 2002 in the event
we have elected to exercise our Floating Period Option.
"Floating Rate Reset Period" means the period from and including the
first Reference Rate Reset Date, to but excluding the next following Reference
Rate Reset Date and thereafter the period from and including a Reference Rate
Reset Date to but excluding the next following Reference Rate Reset Date;
provided that the final Floating Rate Reset Period will run to but exclude the
Floating Period Termination Date.
"Floating Rate Spread" means the lowest Floating Rate Bid expressed as
a spread (in the form of a percentage or in basis points) above the Reference
Rate for the Notes obtained by the Remarketing Dealers by 3:30 p.m., New York
City time, on the Floating Rate Spread Determination Date, from the Floating
Rate Bids quoted to the Remarketing Dealers by up to five Reference Money Market
Dealers.
A "Floating Rate Bid" means an irrevocable offer to purchase the
aggregate outstanding principal amount of the Notes at the Dollar Price, but
assuming:
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(1) a settlement date that is the Floating Rate Remarketing Date, without
accrued interest;
(2) a maturity date equal to the Floating Period Termination Date;
(3) a stated annual interest rate equal to the Reference Rate plus the
Floating Rate Spread;
(4) that the Notes are callable by the Remarketing Dealers at the Dollar
Price on the Floating Period Termination Date; and
(5) that we will redeem the Notes at the Dollar Price on the Floating
Period Termination Date, if not previously purchased by the Remarketing Dealers.
"Floating Rate Spread Determination Date" means the third Business Day
prior to the Floating Rate Remarketing Date.
"Reference Money Market Dealer" means each of up to five leading dealers of
publicly traded debt securities, including our debt securities, which we shall
select, who are also leading dealers in money market instruments. We will advise
the Remarketing Dealers of our selection of Reference Money Market Dealers no
later than five Business Days prior to the Floating Rate Remarketing Date. Two
of the Reference Money Market Dealers we select will be the Remarketing Dealers.
"Reference Rate" means:
(1) The rate for each Floating Rate Reset Period which will be the rate for
deposits in U.S. dollars for a period of one month which appears on the Telerate
Page 3750 (or any successor page) as of 11:00 a.m., London time, on the
applicable Reference Rate Determination Date.
(2) If no rate appears on Telerate Page 3750 on the Reference Rate
Determination Date, the Remarketing Dealers will request the principal London
offices of four major reference banks in the London Inter-Bank Market, to
provide the Remarketing Dealers, in the case of each such bank, with its offered
quotation for deposits in U.S. dollars for the period of one month, commencing
on the first day of the Floating Rate Reset Period, to prime banks in the London
Inter-Bank Market at approximately 11:00 a.m., London time, on that Reference
Rate Determination Date and in a principal amount that is representative for a
single transaction in U.S. dollars in that market at that time. If at least two
quotations are provided, then the Reference Rate will be the average of those
quotations. If fewer than two quotations are provided, then the Reference Rate
will be the average (rounded, if necessary, to the nearest one hundredth of a
percent) of the rates quoted at approximately 11:00 a.m., New York City time, on
the Reference Rate Determination Date by three major banks in New York City
selected by the Remarketing Dealers for loans in U.S. dollars to leading
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European banks, having a one-month maturity and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at that
time. If the banks selected by the Remarketing Dealers are not providing
quotations in the manner described in this paragraph, the rate for the Floating
Rate Reset Period following the Reference Rate Determination Date will be the
rate in effect on that Reference Rate Determination Date.
"Reference Rate Determination Date" will be the second London Business
Day preceding each Reference Rate Reset Date.
"Reference Rate Reset Date" means December 15, 2002 and the 15th day of
each month thereafter until, but excluding, the Floating Period Termination
Date.
Mandatory Tender
On a Business Day not earlier than 15 Business Days prior to the First
Remarketing Date, and not later than 4:00 p.m., New York City time, on the 10th
Business Day prior to such Remarketing Date or not later than four Business Days
prior to the subsequent Remarketing Date, the Remarketing Dealers will notify us
and the Trustee as to whether they elect to purchase the Notes for remarketing
on such Remarketing Date (the "Notification Date").
If, and only if, the Remarketing Dealers so elect,the Notes will be
subject to mandatory tender, and will be deemed tendered, to the Remarketing
Dealers for purchase and remarketing on such Remarketing Date, in accordance
with the terms and subject to the conditions described in this Note.
The Notes will be remarketed on the First Remarketing Date at a fixed
rate of interest equal to the Interest Rate to Maturity, unless we have elected
to exercise our Floating Period Option or have chosen to redeem, or are required
to redeem, the Notes on the First Remarketing Date. If we exercise our Floating
Period Option, the Notes will bear interest at the Floating Period Interest Rate
until the Floating Period Termination Date, at which time the Notes will be
remarketed at a fixed rate of interest equal to the Interest Rate to Maturity,
unless we have chosen to redeem, or are required to redeem, the Notes.
The purchase price of such tendered Notes will be equal to 100% of the
aggregate principal amount thereof on the First Remarketing Date or the Dollar
Price on the subsequent Remarketing Date.
Subject to the Remarketing Dealers' election to purchase the Notes,
then on the applicable Remarketing Date the Remarketing Dealers will sell the
aggregate principal amount of the Notes at the Dollar Price to the Reference
Corporate Dealer or to the Reference Money Market Dealer, whichever is
applicable, providing the lowest Fixed or Floating Rate Bid, in the case of the
First Remarketing Date, or the lowest Fixed Rate Bid, in the case of the
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subsequent Remarketing Date. If the lowest applicable Bid is submitted by two or
more of the applicable Reference Dealers, the Remarketing Dealers will sell such
Notes to one or more of such Reference Dealers, as they will determine in their
sole discretion.
If the Remarketing Dealers elect to purchase the Notes, the obligation
of the Remarketing Dealers to purchase the Notes on any Remarketing Date is
subject to certain conditions set forth in the Remarketing Agreement.
If for any reason the Remarketing Dealers do not purchase the Notes on
any Remarketing Date, we will be required to redeem the Notes at a price equal
to 100% of their aggregate principal amount, plus accrued and unpaid interest,
if any, if such Remarketing Date is the First Remarketing Date, or at the Dollar
Price, plus accrued and unpaid interest, if any, on the subsequent Remarketing
Date.
Notification of Interest Rate to Maturity
Subject to the Remarketing Dealers' election to purchase the Notes, the
Remarketing Dealers will notify us, the Trustee and The Depository Trust Company
(DTC) by telephone, confirmed in writing (which may include facsimile or other
electronic transmission), by 4:00 p.m., New York City time, on the Fixed Rate
Determination Date of the Interest Rate to Maturity effective from and including
the Fixed Rate Remarketing Date.
Mandatory Redemption
We will be required to redeem the Notes in whole on the applicable
Remarketing Date at a price equal to 100% of the aggregate principal amount of
the Notes, if such Remarketing Date is the first Remarketing Date, or at the
Dollar Price on the subsequent Remarketing Date, in each case plus accrued and
unpaid interest, if any, to the applicable Remarketing Date, in the event that:
(1) the Remarketing Dealers for any reason do not elect, by notice to
us and the Trustee not later than such Notification Date, to purchase the Notes
for remarketing on such Remarketing Date;
(2) the Remarketing Dealers for any reason do not notify us of the Floating
Period Interest Rate or of the Interest Rate to Maturity by 4:00 p.m., New York
City time, on the applicable Determination Date;
(3) at any time after the Remarketing Dealers elect on the Notification
Date to remarket the NOTES, the Remarketing Dealers elect to terminate the
Remarketing Agreement in accordance with its terms;
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(4) prior to any Remarketing Date, either Remarketing Dealer resigns,
the remaining Remarketing Dealer has not notified the Company in writing that it
will assume the resigning Remarketing Dealer's obligations under the Remarketing
Agreement and no successor has been appointed on or before the applicable
Determination Date;
(5) the Remarketing Dealers for any reason do not deliver the purchase
price of the Notes to the Trustee in same day funds by 12:00 noon, New York City
time, on such Remarketing Date, or do not purchase all tendered Notes on such
Remarketing Date; or
(6) we for any reason fail to redeem the Notes from the Remarketing Dealers
following our election to effect such optional redemption.
Optional Redemption
If the Remarketing Dealers elect to purchase and remarket the Notes, we
will notify the Remarketing Dealers and the Trustee, not later than 4:00 p.m.,
New York City time, on the Business Day immediately preceding any Determination
Date, if we irrevocably elect to exercise our right to redeem the Notes in whole
on the First Remarketing Date or on the Floating Period Termination Date
immediately following such Determination Date.
If we exercise our right to redeem the Notes, we will redeem the Notes in
whole on anyany Remarketing Date at the Dollar Price, in each case, plus all
accrued and unpaid interest, if any, to such Remarketing Date. Other than as set
forth above, we will have no option to redeem the Notes prior to the Fixed Rate
Remarketing Date.
Post-Remarketing Optional Redemption
After the Fixed Rate Remarketing Date, the Notes are redeemable, in
whole or in part, at any time, and at our option, at a redemption price equal to
the greater of:
(1) 100% of the principal amount of the Notes then outstanding to be
redeemed, or
(2) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of
interest accrued as of such post-remarketing redemption date) discounted to such
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points as
calculated by an Independent Investment Banker,
plus in either case, accrued and unpaid interest thereon to such
post-remarketing redemption date.
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<PAGE>
"Adjusted Treasury Rate" means, with respect to any post-remarketing
redemption date:
(1) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated "H.15(519)" or any
successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which
establishes yields on actively traded U.S. Treasury securities
adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the
Post-Remarketing Comparable Treasury Issue (if no maturity is
within three months before or after the remaining term of the
Notes, yields for the two published maturities most closely
corresponding to the Post-Remarketing Comparable Treasury
Issue will be determined and the Adjusted Treasury Rate will
be interpolated or extrapolated from such yields on a straight
line basis, rounding to the nearest month); or
(2) if such release (or any successor release) is not published
during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the
semiannual equivalent yield to maturity of the
Post-Remarketing Comparable Treasury Issue, calculated using a
price for the Post-Remarketing Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to
the Post-Remarketing Comparable Treasury Price for such
redemption date.
The Adjusted Treasury Rate will be calculated on the third Business Day
preceding the applicable post-remarketing redemption date.
"Post-Remarketing Comparable Treasury Issue" for the Notes means the
U.S. Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes or, if, in the reasonable judgment
of the Independent Investment Banker, there is no such security, then the
Post-Remarketing Comparable Treasury Issue will mean the U.S. Treasury security
or securities selected by an Independent Investment Banker as having an actual
or interpolated maturity or maturities comparable to the remaining term of the
Notes.
"Post-Remarketing Comparable Treasury Price" means (1) the average of
five Post-Remarketing Reference Treasury Dealer Quotations for the
post-remarketing redemption date, after excluding the highest and lowest
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<PAGE>
Post-Remarketing Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five such Post-Remarketing Reference
Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means Banc of America Securities LLC or
Lehman Brothers Inc. or any other firm selected by us, or if such firm is
unwilling or unable to serve as such, an independent investment and banking
institution of national standing appointed by us.
"Post-Remarketing Reference Treasury Dealer" means each of up to five
Primary Treasury Dealers to be selected by us, and their respective successors;
provided that if any of the foregoing ceases to be, and has no affiliate that
is, a Primary Treasury Dealer, we will substitute for it another Primary
Treasury Dealer.
"Post-Remarketing Reference Treasury Dealer Quotations" means, with
respect to each Post-Remarketing Reference Treasury Dealer and any
post-remarketing redemption date, the average, as determined by the Independent
Investment Banker of the bid and asked prices for the Post-Remarketing
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such redemption
date.
We will mail a notice of redemption at least 30 days but not more than
60 days before a post-remarketing redemption date to each holder of Notes to be
redeemed. If we elect to partially redeem the Notes, the Trustee will select in
a fair and appropriate manner the Notes to be redeemed.
Unless we default in payment of the redemption price, interest will
cease to accrue on or after the post-remarketing redemption date on the Notes or
portions thereof called for redemption.
Settlement
In the event that the Notes are purchased by the Remarketing Dealers,
the Remarketing Dealers will pay to the Trustee, in same day funds not later
than 12:00 noon, New York City time, on the First Remarketing Date, an amount
equal to 100% of the aggregate principal amount of the Notes or on the
subsequent Remarketing Date, an amount equal to the Dollar Price.
On any such Remarketing Date, the Remarketing Dealers will cause the
Trustee to make payment of the purchase price for such tendered Notes that have
been purchased for remarketing by the Remarketing Dealers to DTC for payment to
the DTC participant of each tendering beneficial owner of Notes. This payment
will be made against delivery through DTC of such beneficial owner's Notes by
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book-entry through DTC by the close of business on such Remarketing Date.
The purchase price of such tendered Notes will be equal to 100% of the
aggregate principal amount thereof, on the first Remarketing Date and the Dollar
Price, on the subsequent Remarketing Date. We will make, or cause the Trustee to
make, payment of interest to DTC for payment to each beneficial owner of Notes,
due on a Remarketing Date by book-entry through DTC, by the close of business on
such Remarketing Date.
The transactions described above will be executed on the applicable
Remarketing Date through DTC in accordance with the procedures of DTC, and the
accounts of the respective Participants will be debited and credited, and the
Notes delivered by book-entry as necessary to effect the purchases and sales
thereof.
All payments of principal and interest in respect of the Notes in
book-entry form will be made in immediately available funds. The Notes will
trade in DTC's Same-Day Funds Settlement System until the maturity date, the
applicable Remarketing Date or the post-remarketing redemption date, as the case
may be, or until the Notes are issued in definitive form. Secondary market
trading activity in the Notes will be required by DTC to settle in immediately
available funds.
The tender and settlement procedures described above, including the
provisions for payment to selling beneficial owners of tendered Notes, or for
payment by the purchasers of Notes, in a remarketing, may be modified to the
extent required by DTC or, if the book-entry system is no longer available for
the Notes at the time of a remarketing, to the extent required to facilitate the
tendering and remarketing of Notes in certificated form. In addition, the
Remarketing Dealers may modify the settlement procedures set forth above in
order to facilitate the settlement process.
As long as DTC or its nominee holds a certificate representing the
Notes in the book-entry system of DTC, no certificates for such Notes will be
delivered to any beneficial owner. We will use our reasonable best efforts to
maintain the Notes in book-entry form with DTC or any successor thereto, and to
appoint a successor depositary to the extent necessary to maintain the Notes in
book-entry form and we waive any discretionary right we otherwise have under our
Indenture to cause the Notes to be issued in certificated form.
No beneficial owner of the Notes will have any rights or claims under
the Remarketing Agreement or against us or the Remarketing Dealers, as a result
of the Remarketing Dealers not purchasing the Notes.
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<PAGE>
General
The Trustee may carry out the responsibilities to be performed by it
required by Article Four of the Indenture. In the event of redemption or
repurchase of this Note in part only, a new Note or Notes of this series, having
the same Stated Maturity, optional redemption or repurchase provisions, Interest
Rate and other terms and provisions of this Note, in authorized denominations in
an aggregate principal amount equal to the unredeemed portion hereof will be
issued in the name of the holder hereof upon the surrender hereof.
The Notes will not be subject to conversion, amortization or any sinking
fund.
As provided in the Indenture and subject to certain limitations herein
and therein set forth, and unless this Note is registered in the name of the
Depositary, the transfer of this Note may be registered on the register of the
Notes, upon surrender of this Note for registration of transfer at the Bank, or
at such other agencies as may be designated pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee or the Bank duly executed by, the holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 or any amount in excess thereof that is an integral
multiple of $1,000. As provided in the Indenture, and subject to certain
limitations herein and therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes of other authorized denominations having the
same interest rate, Stated Maturity, optional redemption or repurchase
provisions, if any, and Original Issue Date, as requested by the Securityholder
surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Trustee, the Bank, the Security registrar and any agent
of the Company, the Trustee, the Bank, or the Security registrar may treat the
Securityholder in whose name this Note is registered as the absolute owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee, the Bank, the Security registrar nor any such agent shall be affected
by notice to the contrary.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
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<PAGE>
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 any series under the
Indenture at any time by the Company with the consent of the holders of not less
than 66 2/3% in aggregate principal amount of the Securities at the time
Outstanding to be affected (voting as one class). The Indenture also permits the
Company and the Trustee to enter into supplemental indentures without the
consent of the holders of Securities of any series for certain purposes
specified in the Indenture, including the making of such other provisions in
regard to matters arising under the Indenture which shall not adversely affect
the interest of the holders of such Securities. The Indenture also contains
provisions permitting the holders of specified percentages in aggregate
principal amount of the Securities of any series at the time Outstanding, on
behalf of the holders of all the 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 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.
The Indenture provides that no holder of any Security of any series may
enforce any remedy with respect to such series under the Indenture except in the
case of refusal or neglect of the Trustee to act after notice of a continuing
Event of Default and after written request by the holders of not less than 25%
in aggregate principal amount of the Outstanding Securities of such series and
the offer to the Trustee of reasonable indemnity; provided, however, that such
provision shall not prevent the holder hereof from enforcing payment of the
principal of or interest on this Note.
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 times, place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of or the
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 any predecessor or 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.
This Note shall be governed by and construed in accordance with the laws
of the State of Maryland.
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<PAGE>
ASSIGNMENT FORM
To assign this Note, fill in the form below:
Assignee's Social Security or Tax I. D. Number: ________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
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(Print or Type Assignee's Name, Address and Zip Code)
the within Note of the Company and hereby does irrevocably constitute and
appoint
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Attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.
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Signature of Assignor
(Sign exactly as name appears on the face of the Note)
Dated: _______________
