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 EDGAR system in accordance 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 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 8800 Hidden River Parkway Tampx, Xxxxxxx 00000 Xxxxxxxxx: 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) 000-0000/00/27 Telecopy: (000) 000-0005 also, for recoxx xxxxxxx purposes, please send a copy to Merrill Lynch, Pierce, Fenner & Xxxth Incorporated Merrill Lynxx Xxrld Headquarters Xxxxd Xxxxncial Center, North Tower 10th Floor 250 Vesey Street New York, New Xxxx 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 tation; Amendment or its sole discretion, to instruct Supplement: the Agents to suspend at any time for any 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 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 Changes: change the interest rates of 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 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.

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 EDGAR system in accordance witx xxx 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 presented 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 8800 Hidden River Parkway Tampx, Xxxxxxx 00000 Xxxxxxxxx: 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) 000-0000/00/27 Telecopy: (000) 000-0005 also, for recoxx xxxxxxx purposes, please send a copy to Merrill Lynch, Pierce, Fenner & Xxxth Incorporated Merrill Lynxx Xxrld Headquarters Xxxxd Xxxxncial Center, North Tower 10th Floor 250 Vesey Street New York, New Xxxx 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 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 Solici- The Subject to the representations, warranties Solicitation; and covenants of the Company reserves and the right, in tation; Amendment or its sole discretionGuarantor contained in the Agency Agreement, to instruct Supplement: the Agents Company may instruct the Agent to suspend at any time time, for any 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 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 Changes: change the interest rates of 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 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.

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 Agent will Setting and Posting: discuss from time to time the SETTING AND 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 ACCEPTANCE AND Unless otherwise instructed by the Rejection of Orders: Company, each the Agent will REJECTION OF advise the Company promptly by telephone of all orders to ORDERS: 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 PREPARATION If any order to purchase a Certifi- Pricing Supplement: cated Book-Entry Note is accepted by or OF PRICING on behalf of the Company, the Company will prepare a pricing SUPPLEMENT: 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 one copy thereof by electronic submission with the Commission via the Commission's EDGAR system in accordance witx xxx 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 presented as the order Agent shall request and will, on the Agent's behalf, file three 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 8800 Hidden River Parkway Tampx, Xxxxxxx 00000 Xxxxxxxxx: 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) 000-0000/00/27 Telecopy: (000) 000-0005 also, for recoxx xxxxxxx purposes, please send a copy to Merrill Lynch, Pierce, Fenner & Xxxth Incorporated Merrill Lynxx Xxrld Headquarters Xxxxd Xxxxncial Center, North Tower 10th Floor 250 Vesey Street New York, New Xxxx 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 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 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. Suspension Copies of Solici- The the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: to Xxxxxxx Xxxxx Xxxxxx Inc., 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (with a copy transmitted by telecopy to (000) 000-0000, Attention: Medium Term Note Department). SUSPENSION OF Subject to the Company's representations, warranties and SOLICITATION; covenants contained in the Distribution Agreement, the AMENDMENT Company reserves may instruct the right, in tation; Amendment or its sole discretion, to instruct Supplement: the Agents Agent to suspend at any time time, for OR SUPPLEMENT: any 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 that it 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. DELIVERY OF A copy of the Prospectus and a Pricing Supplement relating PROSPECTUS: to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. 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 notice of a change in accordance with the terms of the Agency Agreement. Subject to Book-Entry Notes is received by the provisions of Agent between the Agency Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents time an order for a Book-Entry Note is placed and the Trustee with copies of any time written confirmation thereof is sent by the Agent to a customer or his agent, such supplement, confirmation shall be accompanied by a Prospectus and confirm to Pricing Supplement setting forth the Agents that such supplement has been filed with terms in effect when the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for Rate When the Company has determined to Changes: change the interest rates of 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 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.order was

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 Certificated Note is 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 a copy thereof filed with the Commission via the Commission's EDGAR system in accordance witx xxx 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 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 8800 Hidden River Parkway Tampx, Xxxxxxx 00000 Xxxxxxxxx: 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) 000-0000/00/27 Telecopy: (000) 000-0005 also, for recoxx xxxxxxx purposes, please send a copy to Merrill Lynch, Pierce, Fenner & Xxxth Incorporated Merrill Lynxx Xxrld Headquarters Xxxxd Xxxxncial Center, North Tower 10th Floor 250 Vesey Street New York, New Xxxx 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 tationits sole Solicitation; Amendment or its sole discretion, to instruct Supplement: the Agents to suspend or Supplement: at any time for any 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 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 change the Changes: change the interest rates of Certifi- cated 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 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.

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- Certificated Note is 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 EDGAR XXXXX system in accordance witx xxx 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 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 8800 Hidden River Parkway Tampx0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 XxxxxxxxxAttention: Xxxxxxx Xxxxxx Telephone: (800000) 000-0000 Telecopy: (800000) 000-0000 xx or If to Merrill Xxxxxxx Lynch, Pierce, Fennex Xxxxxx & Xxxth Xxxxx Incorporated Mxxxxxx Lyxxx Xxxxxxx Xxxxx & Co. - Tritech Xxxxixxx 4 Corporate Place Corporate Paxx 000 PiscatawayServices 00-X Xxxxxxxx Xxxxx Xxxxxxxxxx, New Jersey 08800 XxxxxxxxxXxx Xxxxxx 00000 Attention: Xxxxx Xxxxxxxxxs Final Prospectus Unit/ Nachman Kimerling Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/00/27 0000 Telecopy: (000) 000-0005 0000 also, for recoxx xxxxxxx record keeping purposes, please send a copy to Merrill to: Xxxxxxx Lynch, Pierce, Fenner Xxxxxx & Xxxth Xxxxx Incorporated Merrill Lynxx Xxrld Xxxxxxx Xxxxx World Headquarters Xxxxd Xxxxncial World Financial Center, North Tower 10th Floor 250 Vesey Street 000 Xxxxx Xxxxxx New York, New Xxxx 00000York 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 its sole tation; Amendment or its sole discretion, to instruct Supplement: the Agents to suspend at Supplement: any time for any 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 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 change the Changes: change the interest rates of Certifi- cated 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 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.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee Chase 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 Chase 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 Rate Setting and Posting: discuss from time to time the and Posting: 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 Orders: 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 Chase 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 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 will arrange to have the Pricing Supplement ten copies thereof filed with the Commission via the Commission's EDGAR system in accordance witx xxx 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 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 8800 Hidden River Parkway Tampx, Xxxxxxx 00000 Xxxxxxxxx: 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) 000-0000/00/27 Telecopy: (000) 000-0005 also, for recoxx xxxxxxx purposes, please send a copy to Merrill Lynch, Pierce, Fenner & Xxxth Incorporated Merrill Lynxx Xxrld Headquarters Xxxxd Xxxxncial Center, North Tower 10th Floor 250 Vesey Street New York, New Xxxx 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 Pros- pectuses 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 tationSolicitation; 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 Chase 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 appro- priate 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 supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee Chase 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 Certifi- cated 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 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 indica- tions of interest" may be recorded. Delivery of A copy of the Prospectus and a Pricing Prospectus: 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 Certificated 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 Chase 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 Chase 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 will Rate Setting and Posting: discuss from time to time the and 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 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 Agent will advise the Orders: Company promptly 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 If any order to purchase a Certifi- Book-Entry Pricing Supplement: cated Note is accepted by or on behalf of Supplement: the Company, 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 EDGAR system in accordance witx xxx 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 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 8800 Hidden River Parkway Tampx, Xxxxxxx 00000 Xxxxxxxxx: 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) 000-0000/00/27 Telecopy: (000) 000-0005 also, for recoxx xxxxxxx purposes, please send a copy to Merrill Lynch, Pierce, Fenner & Xxxth Incorporated Merrill Lynxx Xxrld Headquarters Xxxxd Xxxxncial Center, North Tower 10th Floor 250 Vesey Street New York, New Xxxx 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 Book- Entry Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses Pros- pectuses 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 tationits Solicitation; Amendment or its sole discretion, to instruct Supplement: the Amendment or Agents to suspend at any time time, for any Supplement: period of time or permanently, the solicitation solici- tation 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 Chase 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 appro- priate 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 such supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee Chase 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 Procedures For When the Company has determined to Rate Changes: change the interest rates of Certifi- cated 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 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 indica- tions of interest" may be recorded. Delivery of A copy of the Prospectus and a Pricing Prospectus: Supplement relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book- Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agents between the time an order for a 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 Book-Entry Note sold by it. The Company will make such delivery if such Book-Entry Note is sold directly by the Company to a purchaser (other than an Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee Citibank 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 Citibank 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 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 Unless otherwise instructed by the Rejection of Company, Orders: Company, each the 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 Book-Entry Note 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 Book-Entry Note, will arrange to have the Pricing Supplement filed file one copy thereof by electronic submission with the Commission via the Commission's EDGAR system in accordance witx xxx 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 presented as the order Agent shall request. If required, 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 8800 Hidden River Parkway Tampx, Xxxxxxx 00000 Xxxxxxxxx: 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) 000-0000/00/27 Telecopy: (000) 000-0005 also, for recoxx xxxxxxx purposes, please send a copy to Merrill Lynch, Pierce, Fenner & Xxxth Incorporated Merrill Lynxx Xxrld Headquarters Xxxxd Xxxxncial Center, North Tower 10th Floor 250 Vesey Street New York, New Xxxx 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 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 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. Suspension Copies of Solici- The Company reserves the right, in tation; Amendment or its sole discretion, appropriate number of Pricing Supplements shall be delivered to instruct Supplement: the Agents to suspend at any time for any 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 Agent at the time following address by 11:00 A.M., New York City time, on the Company suspends solicitation Business Day following the acceptance 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 an offer by or on behalf of the Prospectus as in effect at the time of the suspensionCompany: to Citigroup Global Markets Inc., together Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 (with the appropriate Pricing Supplementa copy transmitted by telecopy to (000) 000-0000, 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 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(bAttention: Xxxxxxxxx Xxxxx). Procedure for Rate When the Company has determined to Changes: change the interest rates of 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 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.

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 EDGAR system in accordance witx xxx 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 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 8800 Hidden River Parkway Tampx, Xxxxxxx 00000 Xxxxxxxxx: 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) 000-0000/00/27 Telecopy: (000) 000-0005 also, for recoxx xxxxxxx purposes, please send a copy to Merrill Lynch, Pierce, Fenner & Xxxth Incorporated Merrill Lynxx Xxrld Headquarters Xxxxd Xxxxncial Center, North Tower 10th Floor 250 Vesey Street New York, New Xxxx 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 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 Solici- SUSPENSION OF The Company reserves the right, in tation; Amendment or its sole SOLICITATION; discretion, to instruct Supplement: the Agents to AMENDMENT OR suspend at any time time, for any 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 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 Rate PROCEDURES FOR When the Company has determined to Changeschange RATE CHANGES: change the interest rates of Certifi- cated 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 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 Pricing PROSPECTUS: Supplement relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book- Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agents between the time an order for a 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 Book-Entry Note sold by it. The Company will make such delivery if such Book-Entry Note is sold directly by the Company to a purchaser (other than an Agent).