Common use of Deposit of Repayment Price Clause in Contracts

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents will Setting and Posting: discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Rejection of Orders: Company, each Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by such Agent, other than those rejected by the Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certifi- Pricing Supplement cated Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have the Pricing Supplement filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which pre- sented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of The Company reserves the right, in Solicitation; its sole discretion, to instruct the Amendment or Agents to suspend at any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for When the Company has determined to Rate Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such the applicable Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Book-Entry Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and The Company and the Agents Agent will Setting and Posting: discuss from time to time the Posting: aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentsAgent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agents are Agent is to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents Agent of the prices and rates to be posted. Acceptance and Rejection of Unless otherwise instructed by the Rejection of Orders: Company, each the Agent will advise Orders: the Company promptly by telephone or other means of electronic communication of all orders to purchase Certificated Book-Entry Notes received by such the Agent, other than those rejected by the Agent it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the AgentsAgent, the Company has the sole right to accept orders to purchase Certificated Book-Entry Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of Pricing If any order to purchase a Certifi- Pricing Supplement cated Book-Entry Note is accepted by or on Supplement: behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and Book-Entry Note, will arrange to have the file such Pricing Supplement filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and Securities Act, will supply at least ten deliver such number of copies thereof (and additional copies if requested) to the Agent which pre- sented as the order Agent shall request. The Agent will file such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "Presenting AgentNASD") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company. The Presenting Agent will and cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, Book-Entry Note or otherwise will comply with the Presenting Agent will affix requirements of Rule 173(a) under the Pricing Supplement to Prospectuses prior to their useSecurities Act. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M. (New Xxxx Xxxx time) on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, X.X. 00000, with a copy to Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: MTN Program Manager. Suspension of The Company reserves the right, in Solicitation; its sole discretionSubject to the representations, to instruct warranties and covenants of the Amendment or Agents Supplement: Company and the Guarantor contained in the Agency Agreement, the Company may instruct the Agent to suspend at any time time, for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Book-Entry Notes. Upon receipt of such instructions, the Agents Agent will forthwith suspend solicitation until such time as the Company has advised them it that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents Agent, the Trustees and the Trustee DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing SupplementSupplement (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for When the Company has determined to Rate Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Book-Entry Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate PROCEDURE FOR The Company and the Agents will Setting and Posting: discuss from time to time RATE SETTING AND the aggregate principal amount of, the issuance price of, POSTING: and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Rejection of Orders: Company, each ACCEPTANCE AND Each Agent will promptly advise the Company promptly by telephone of all orders REJECTION OF any offers to purchase Certificated Book-Entry Notes received by such OFFERS: Agent, other than those rejected by the Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the The Company and the Agents, the Company has will have the sole right to accept orders any such offer to purchase Certificated Notes and Book-Entry Notes. The Company may reject any such orders in whole or in part. Before accepting any order Each Agent may, in its discretion reasonably exercised, reject an offer to purchase Book-Entry Notes received by it in whole or in part. PREPARATION OF If an offer to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certifi- Pricing Supplement cated Book-Entry Note is accepted by or PRICING on behalf of the Company, the Company Company, with the approval of SUPPLEMENT: the Agent that presented such offer (the "Presenting Agent"), will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Book-Entry Note and will arrange to have the Pricing Supplement 10 copies thereof filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten 10 copies thereof (and additional copies if requested) to the Agent which pre- sented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a and one copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the CompanyTrustee. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated the Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix The copies of the Pricing Supplement to Prospectuses prior be sent to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of The Company reserves the right, in Solicitation; its sole discretion, to instruct the Amendment or Agents to suspend at any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for When the Company has determined to Rate Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied sent by a Prospectus telecopy or overnight courier to arrive no later than 11:00 a.m., New York City time, on the second business day following the sale date and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).shall be sent:

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Book-Entry Notes or portions thereof which are to be repaid on such date. Such The Trustee will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agents Agent will Setting and Posting: discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentsAgent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agents are Agent is to solicit orders (the setting of such prices and rates to be referred to herein as "“posting"”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Rejection of Orders: Company, each Agent the Agents will advise the Company promptly by telephone or other means of electronic of Orders: communication of all orders to purchase Certificated Book-Entry Notes received by such Agentthe Agents, other than those rejected by the Agent it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agentsany Agent, the Company has the sole right to accept orders to purchase Certificated Book-Entry Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of Pricing Supplement: If any order to purchase a Certifi- Pricing Supplement cated Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a final pricing supplement or prospectus supplement (a "Pricing “Final Supplement"”) reflecting the interest rates and other terms of such Certified Note and Book-Entry Note, will arrange to have the Pricing file such Final Supplement filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and Securities Act, will supply at least ten deliver such number of copies thereof (and additional copies if requested) to the Agent which pre- sented as the order (Agent shall request. If required, the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company. The Presenting Agent will file such Final Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Prospectus and Pricing Supplement Final Prospectus, including such Final Supplement, to be delivered to the purchaser of such Certificated NoteBook-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. In each instance that a Pricing Final Supplement is prepared, the Presenting Agent Agents will affix or attach the Pricing Final Supplement to Prospectuses the MTN Prospectus and other applicable Supplement(s) prior to their use. Outdated Pricing Supplements Final Supplements, MTN Prospectus and any other applicable Supplement(s) to which they are attached (other than those retained for files) will be destroyed. Suspension of The Company reserves the rightIf requested, in Solicitation; its sole discretion, to instruct the Amendment or Agents to suspend at any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether hard copies of the Prospectus as in effect appropriate number of Final Prospectuses, including the Final Supplement, shall be delivered to the Agent at the time addresses designated by such Agent on the Business Day following the acceptance of an offer by or on behalf of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for When the Company has determined to Rate Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent)Company.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents will discuss from time Setting and Posting: discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Company, each Rejection of Orders: Company, each Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by such Agent, other than those rejected by the Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certifi- Pricing Supplement cated Certificated Note is Pricing Supplement: accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have the Pricing Supplement filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which pre- sented presented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx 00-X Xxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 0000 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of Solici- The Company reserves the right, in Solicitation; its sole tation; Amendment or discretion, to instruct the Amendment or Agents to suspend at Supplement: any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for Rate When the Company has determined to Rate change the Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Book-Entry Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate PROCEDURE FOR RATE The Company and the Agents will Setting and Posting: discuss SETTING AND from time to time the aggregate principal POSTING: amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. Acceptance and ACCEPTANCE AND Unless otherwise instructed by the Rejection of Orders: Company, REJECTION OF each Agent will advise the Company promptly ORDERS: by telephone of all orders to purchase Certificated Book- Entry Notes received by such Agent, other than those rejected by the Agent it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Certificated Book-Entry Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of PREPARATION OF If any order to purchase a Certifi- Pricing Supplement cated Book-Entry Note PRICING is accepted by or on behalf of the Company, SUPPLEMENT: the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the applicable interest rates and other terms of such Certified Book-Entry Note and will arrange to have the Pricing Supplement ten copies thereof filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which pre- sented presented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company). The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of SUSPENSION OF The Company reserves the right, in Solicitation; its sole SOLICITATION; discretion, to instruct the Amendment or Agents to AMENDMENT OR suspend at any time time, for any Supplement: period of SUPPLEMENT: time or permanently, the solicitation of orders to purchase Certificated Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement (as defined in the Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement such supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for PROCEDURES FOR When the Company has determined to Rate Changeschange RATE CHANGES: change the interest rates of Certificated Book-Entry Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of DELIVERY OF A copy of the Prospectus and a ProspectusPricing PROSPECTUS: Pricing Supplement relating to a Certificated Book-Entry Note must accompany or precede the earliest of any written offer of such Certificated Book-Entry Note, confirmation of the purchase of such Certificated Book-Entry Note and payment for such Cer- tificated Book- Entry Note by its purchaser. If notice of a change in the terms of the Certificated Book-Entry Notes is received by the Agents between the time an order for a Certificated Book-Entry Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Book-Entry Note sold by it. The Company will make such delivery if such Certificated Book-Entry Note is sold directly by the Company to a purchaser (other than any an Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents will Setting and Posting: discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Rejection of Orders: Company, each Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by such Agent, other than those rejected by the Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certifi- Pricing Supplement Supplement: cated Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have the Pricing Supplement filed with the Commission via the Commission's XXXXX EDGAR system in accordance with the witx xxx applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which pre- sented presented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx8800 Hidden River Parkway Tampx, Xxxxxxx 00000 AttentionXxxxxxxxx: Xxxxxxx Xxxxxx Telephone: (800) 000-0000 Telecopy: (800) 000-0000 xx If to Merrill Lynch, Pierce, Fennex & Xxxth Incorporated Mxxxxxx Lyxxx & Co. - Tritech Xxxxixxx 4 Corporate Place Corporate Paxx 000 Piscataway, New Jersey 08800 Xxxxxxxxx: Xxxxx Xxxxxxxxxs Unit/ Nachman Kimerling Telephone: (000) 000-0000 0000/00/27 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 0005 also, for record keeping recoxx xxxxxxx purposes, please send a copy to: Xxxxxxx to Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Xxxth Incorporated Xxxxxxx Xxxxx World Merrill Lynxx Xxrld Headquarters World Financial Xxxxd Xxxxncial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx 250 Vesey Street New York, New York 10281Xxxx 00000-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of Solici- The Company reserves the right, in Solicitationtation; Amendment or its sole discretion, to instruct Supplement: the Amendment or Agents to suspend at any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for Rate When the Company has determined to Rate Changes: change the interest rates of Certificated Certifi- cated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Notes or portions thereof which are to be repaid on such date. Such The Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents will discuss from Setting and Posting: discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by the Agents. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. Acceptance and Rejection Unless otherwise instructed by the Rejection Company, of Orders: Company, each Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by such Agent, other than those rejected by the Agent it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the Agents, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of Pricing If any order to purchase a Certifi- Pricing Supplement cated Certificated Note is Supplement: accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have the Pricing Supplement a copy thereof filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which pre- sented presented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company). The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of The Company reserves the right, in its sole Solicitation; its sole Amendment discretion, to instruct the Amendment or Agents to suspend or Supplement: at any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and Agents, the Trustee and BONY, whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement supplement to the Prospectus relating to the Notes. The Company will provide the Agents and Agents, the Trustee and BONY with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for Rate When the Company has determined to Rate change the Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate PROCEDURE FOR The Company and the Agents will Setting and Posting: discuss from time to time RATE SETTING AND the aggregate principal amount of, the issuance price of, POSTING: and the interest rates to be borne by, by Certificated Notes that may be sold as a result of the solicitation of orders offers by the Agents. If the Company decides to set prices of, and rates borne by, any Notes in respect of which the Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Rejection of Orders: Company, each ACCEPTANCE AND Each Agent will promptly advise the Company promptly by telephone of all orders any offers to REJECTION OF purchase Certificated Notes received by such Agent, other than those rejected by the Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the OFFERS: The Company and the Agents, the Company has will have the sole right to accept orders any such offer to purchase Certificated Notes and Notes. The Company may reject any such orders offer in whole or in part. Before accepting Each Agent may, in its discretion reasonably exercised, reject any order offer to purchase Certificated Notes received by it in whole or in part. PREPARATION OF If any offer to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certifi- Pricing Supplement cated Note is accepted by or on behalf of PRICING the Company, the Company Company, with the approval of the SUPPLEMENT: Presenting Agent, will prepare a pricing supplement (a "Pricing Supplement") Supplement reflecting the interest rates and other terms of such Certified Certificated Note and will arrange to have the Pricing Supplement 10 copies thereof filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten 10 copies thereof (and or additional copies if requested) to the Agent which pre- sented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a and one copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the CompanyTrustee. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such the Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix The copies of the Pricing Supplement to Prospectuses prior be sent to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of The Company reserves the right, in Solicitation; its sole discretion, to instruct the Amendment or Agents to suspend at any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for When the Company has determined to Rate Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied sent by a Prospectus telecopy or overnight courier to arrive no later than 11:00 a.m., New York City time, on the business day following the sale date and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).shall be sent to:

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such the applicable Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Book-Entry Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents Agent will discuss from time to Setting and Posting: discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentsAgent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agents are Agent is to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agents Agent of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Company, the Agent Rejection of Orders: Company, each Agent will advise the Company promptly by telephone of all orders to purchase Certificated Book-Entry Notes received by such the Agent, other than those rejected by the Agent it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and the AgentsAgent, the Company has the sole right to accept orders to purchase Certificated Book-Entry Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of Pricing If any order to purchase a Certifi- Pricing Supplement cated Book-Entry Note is accepted Supplement: by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and Book-Entry Note, will arrange to have the Pricing Supplement filed file ten copies thereof with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and Act, will supply at least ten deliver such number of copies thereof (and additional copies if requested) to the Agent which pre- sented as the order Agent shall request and will, on the Agent's behalf, file five copies of such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "Presenting AgentNASD") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company). The Presenting Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Certificated Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to the Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M. (New X-00 Xxxx Xxxx time) on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, X.X. 00000, with a copy to Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: MTN Program Manager. Suspension of The Company reserves Subject to the rightrepresentations, in warranties Solicitation; its sole discretion, to instruct and covenants of the Company and the Amendment or Agents Guarantor contained in the Agency Agreement, Supplement: the Company may instruct the Agent to suspend at any time time, for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Book-Entry Notes. Upon receipt of such instructions, the Agents Agent will forthwith suspend solicitation until such time as the Company has advised them it that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents Agent, the Trustees and the Trustee DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for When the Company has determined to Rate Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).