Exhibit 4.13
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.
THIS NOTE IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
REGISTERED REGISTERED
SECURITY CAPITAL GROUP INCORPORATED
MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
FORM OF FACE OF FLOATING RATE REGISTERED NOTE
REGISTERED PRINCIPAL AMOUNT
No.: _______ ________________
CUSIP No.: _____________
Unless this Note is presented by an authorized representative of The Depository
Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent
for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any
payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein./*/
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", THE "ORIGINAL ISSUE DATE", THE "YIELD
TO MATURITY," AS WELL AS THE METHOD USED TO DETERMINE THE YIELD TO MATURITY
WHERE THERE IS A SHORT ACCRUAL PERIOD AND THE AMOUNT OF OID ALLOCABLE TO SUCH
SHORT ACCRUAL PERIOD WILL BE SET FORTH BELOW. THE CALCULATION OF THE AMOUNT OF
OID UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS DISCUSSED
ON THE REVERSE HEREOF.
ISSUE PRICE: INVERSE FLOATING RATE NOTE:
[ ] YES [ ] NO
ORIGINAL ISSUE DATE:
FIXED INTEREST RATE:
STATED MATURITY:
OPTION TO ELECT REPAYMENT:
SPECIFIED CURRENCY: [ ] YES [ ] NO
BASE RATE: OPTIONAL REPAYMENT
[ ] Commercial Paper DATE(S):
Rate
[ ] CD Rate OPTIONAL REDEMPTION:
[ ] Federal Funds Rate [ ] YES [ ] NO
[ ] LIBOR:
[ ] LIBOR REUTERS INITIAL REDEMPTION DATE:
PAGE:
[ ] LIBOR TELERATE REDEMPTION PRICE: [ ] 100%
PAGE: of the Principal Amount plus a
[ ] Prime Rate Make-Whole Amount or [ ]
[ ] Treasury Rate Initially _____ % of Principal
[ ] CMT Rate: Amount and declining by _____% of
Designated CMT the Principal Amount on each
Telerate Page: anniversary of the Initial
If Telerate Page Redemption Date until the
7052: Redemption Price is 100% of the
Principal Amount.
----------------------------------
/*/ Applies only if this Note is a Registered Global Security.
2
[ ] Weekly Average ORIGINAL ISSUE DISCOUNT
[ ] Monthly Average SECURITY:
Designated CMT [ ] YES [ ] NO
Maturity Index:
[ ] Eleventh District Cost of TOTAL AMOUNT OF OID:
Funds Rate
YIELD TO MATURITY:
INITIAL INTEREST RATE:
INITIAL ACCRUAL PERIOD OID:
INDEX MATURITY:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER: AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples
CALCULATION AGENT: thereof
[ ] Other:
MAXIMUM INTEREST RATE:
EXCHANGE RATE AGENT:
MINIMUM INTEREST RATE:
AMORTIZING SECURITY:
INTEREST RESET PERIOD: [ ] YES [ ] NO
INTEREST RESET DATE(S): AMORTIZATION FORMULA:
INTEREST PAYMENT PERIOD: AMORTIZATION PAYMENT
DATE(S):
INTEREST PAYMENT DATES:
ADDENDUM ATTACHED:
[ ] YES [ ] NO
FLOATING/FIXED RATE NOTE:
[ ] YES [ ] NO RENEWABLE NOTE:
[ ] YES [ ] NO
FIXED INTEREST RATE:
ELECTION DATE:
FIXED INTEREST RATE
COMMENCEMENT DATE: MINIMUM ELECTION DATE
NOTICE:
OPTIONAL EXTENSION OF MAXIMUM ELECTION DATE
MATURITY: [ ] YES [ ] NO NOTICE:
3
LENGTH OF EXTENSION PERIOD: FINAL MATURITY DATE
REDEEMABLE:
NUMBER OF EXTENSION PERIODS: [ ] YES [ ] NO
FINAL MATURITY DATE: INITIAL REDEMPTION DATE:
INDEXED NOTE:
[ ] YES [ ] NO
REFERENCE INDEX OR RATE:
OTHER/ADDITIONAL PROVISIONS:
4
Security Capital Group Incorporated, a corporation organized and existing
under the laws of the State of Maryland (hereinafter called the "Company," which
term shall include any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ____________________________
___________________ or registered assignees, the principal sum of
__________________________ on the Stated Maturity specified above (except to the
extent redeemed or repaid prior to the Stated Maturity) and to pay interest
thereon, from the Original Issue Date specified above at a rate per annum equal
to the Initial Interest Rate specified above until the first Interest Reset Date
next succeeding the Original Issue Date specified above, and thereafter at a
rate per annum determined in accordance with the provisions specified above and
on the reverse hereof or in an Addendum hereto with respect to one or more Base
Rates specified above until the principal hereof is paid or duly made available
for payment. The Company will pay interest in arrears monthly, quarterly,
semiannually or annually as specified above as the Interest Payment Period on
each Interest Payment Date (as specified above), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Stated Maturity (or any redemption or repayment date); provided,
however, that if the Original Issue Date occurs between a Record Date, as
defined below, and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date succeeding the Original Issue
Date to the registered holder of this Note on the Record Date with respect to
such second Interest Payment Date; and provided, further, that if an Interest
Payment Date or the Stated Maturity or redemption or repayment date would fall
on a day that is not a Business Day (this and certain other capitalized terms
used herein are defined on the reverse of this Note), such Interest Payment
Date, Stated Maturity or redemption or repayment date shall be the following day
that is a Business Day, except that if the Base Rate Specified above is LIBOR
and such next Business Day falls in the next calendar month, the Interest
Payment Date, Stated Maturity or redemption or repayment date shall be the
immediately preceding day that is a Business Day.
Payment of the principal of this Note, any premium and the interest due at
the Stated Maturity (or any redemption or repayment date), or any prior date on
which the principal or an installment of principal of this Note becomes due and
payable, whether by declaration of acceleration or otherwise, will be made in
immediately available funds upon presentation and surrender of this Note (and,
with respect to any applicable repayment of this Note, upon presentation and
surrender of this Note and a duly completed election form as contemplated on the
reverse hereof) at the office or agency of such paying agent as the Company may
determine maintained for that purpose in The City of Boston, Massachusetts (a
"Paying Agent"), or at the office or agency of such other Paying Agent as the
Company may determine; provided, however, that if the Specified Currency
specified above is other than U.S. dollars and such payment is to be made in the
Specified Currency in accordance with the provisions on the reverse hereof, such
payment will be made by wire transfer of immediately available funds to an
account with a bank designated by the holder hereof at least 15 calendar days
prior to Maturity, provided that such bank has appropriate facilities therefor
and that this Note (and, if applicable, a duly completed repayment election
form) is presented and surrendered at the aforementioned office or agency
5
maintained by the Company in time for the Trustee to make such payment in such
funds in accordance with its normal procedures. Payment of interest due on any
Interest Payment Date other than Maturity will be made at the aforementioned
office or agency maintained by the Company or, at the option of the Trustee, by
check mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
that a holder of U.S. $1,000,000 (or, if the Specified Currency is other than
U.S. dollars, the equivalent thereof in the Specified Currency) or more in
aggregate principal amount of Notes (whether having identical or different terms
and provisions) will be entitled to receive interest payments on any Interest
Payment Date other than Maturity by wire transfer of immediately available funds
if appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such holder.
If the Specified Currency shown above is other than U.S. dollars, payments
of principal of (and premium, if any) and interest on the Notes will be made in
the applicable Specified Currency, except as provided on the reverse hereof.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, and, if so specified on the face hereof, in the Addendum
hereto, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Notwithstanding any provisions to the contrary contained herein, if the
face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply to this Note, this Note shall be subject to
the terms set forth in such Addendum or such "Other/Additional Provisions".
Unless the certificate of authentication hereon has been executed by the
Trustee or its Authenticating Agent, as defined on the reverse hereof, by manual
signature, this Note shall not be entitled to any benefit under the Indenture,
as defined on the reverse hereof, or be valid or obligatory for any purpose.
6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the undersigned officer.
SECURITY CAPITAL GROUP
INCORPORATED
By:___________________________
Attest:
By:_________________________
Name:
Its:
Dated: _________________, _____
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
BY:________________________
Authorized Officer
7
FORM OF REVERSE OF NOTE
General. This Note is one of a duly authorized issue of Medium-Term Notes
having maturities nine months or more from the date of issue (the "Notes") of
the Company. The Notes are issuable under an Indenture, dated as of November
16, 1998, as supplemented by a Board Resolution dated as of November 16, 1998
(as so supplemented, the "Indenture"), between the Company and State Street Bank
and Trust Company, as trustee (herein called the "Trustee," which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Company,
the Trustee and holders of the Notes and the terms upon which the Notes are, and
are to be, authenticated and delivered. State Street Bank and Trust Company has
been appointed Authenticating Agent and Calculation Agent (the "Authenticating
Agent" and "Calculation Agent," respectively, which terms include any successor
authenticating agent or calculation agent, as the case may be) with respect to
the Notes, and State Street Bank and Trust Company at its corporate trust office
at Two International Place, Boston, MA 02110 has been appointed the registrar
and a Paying Agent with respect to the Notes. The terms of individual Notes may
vary with respect to interest rates, interest rate formulas, issue dates,
maturity dates, or otherwise, all as provided in the Indenture. To the extent
not inconsistent herewith, the terms of the Indenture are hereby incorporated by
reference herein.
This Note is unsecured and ranks pari passu with all other unsecured and
unsubordinated indebtedness of the Company (excluding subsidiary debt) for
borrowed money.
Interest Rate Calculations. The interest borne by this Note shall be
determined as follows:
(i) Unless designated as a Floating Rate/Fixed Rate Note or an
Inverse Floating Rate Note, this Note will be designated a "Regular
Floating Rate Note" and, except as described below or in an Addendum
hereto, will bear interest at the rate determined by reference to the Base
Rate (i) plus or minus the Spread, if any, and/or (ii) multiplied by the
Spread Multiplier, if any.
(ii) If designated as a Floating Rate/Fixed Rate Note, then, except as
described below or in an Addendum hereto, this Note will initially bear
interest at the rate determined by reference to the Base Rate (i) plus or
minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier,
if any. The interest rate in effect commencing on, and including, the
Fixed Rate Commencement Date to Maturity shall be the Fixed Interest Rate,
if such rate is specified on the face of this Note, or if no such Fixed
Interest Rate is so specified and the Floating Rate/Fixed Rate Note is
still outstanding on such day, the interest rate in effect thereon on the
day immediately preceding the Fixed Rate Commencement Date.
8
(iii) If designated as an Inverse Floating Rate Note, then, except as
described below or in an Addendum hereto, this Note will bear interest
equal to the Fixed Interest Rate specified on the face of this Note minus
the rate determined by reference to the Base Rate (i) plus or minus the
Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier,
if any; provided, however, unless otherwise specified on the face of this
Note or in an Addendum hereto, the interest rate thereon will not be less
than zero.
Commencing with the first Interest Reset Date specified on the face hereof
following the Original Issue Date, the rate at which interest on this Note is
payable shall be reset daily, weekly, monthly, quarterly, semiannually, annually
or otherwise as shown on the face hereof under "Interest Reset Period";
provided, however, that the interest rate in effect from the Original Issue Date
to the first Interest Reset Date specified on the face hereof will be the
Initial Interest Rate. Each such reset rate shall be applicable on and after the
Interest Reset Date to which it relates to but not including the next succeeding
Interest Reset Date or until Maturity, as the case may be. Unless otherwise
specified on the face hereof, the Interest Reset Date will be, if the interest
rate on this Note is to be reset daily, each Business Day; if the interest rate
on this Note is to be reset weekly, Wednesday of each week, unless the Base Rate
of this Note is the Treasury Rate, in which case the Interest Reset Date will be
Tuesday of each week (except that if in any week an auction of Treasury bills
falls on a Tuesday, the Interest Reset Date will be on Wednesday of that week);
if the interest rate on this Note is to be reset monthly, the third Wednesday of
each month; if the interest rate on this Note is to be reset quarterly, the
third Wednesday of March, June, September and December; if the interest rate on
this Note is to be reset semiannually, the third Wednesday of each of two months
specified on the face hereof; and if the interest rate on this Note is to reset
annually, the third Wednesday of the month specified on the face hereof. If any
Interest Reset Date specified on the face hereof would otherwise be a day that
is not a Market Day, such Interest Reset Date shall be postponed to the next day
that is a Market Day, except that if the rate of interest on this Note shall be
determined in accordance with the provisions of the heading "Determination of
LIBOR" below, and such Market Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Market Day. Subject to
applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note shall be the rate determined in
accordance with the provisions of the applicable heading below. In addition, if
the Treasury Rate is an applicable Base Rate and the Interest Determination Date
would otherwise fall on an Interest Reset Date, then such Interest Reset Date
will be postponed to the next succeeding Business Day.
The Interest Determination Date pertaining to an Interest Reset Date for a
Commercial Paper Rate Note, for a Prime Rate Note, for a CD Rate Note, for a CMT
Rate Note, for a Federal Funds Rate Note and for an Eleventh District Cost of
Funds Rate Note will be the second Market Day preceding such Interest Reset
Date. The Interest Determination Date pertaining to an Interest Reset Date for
a LIBOR Note will be the second London Business Day preceding such Interest
Reset Date. The Interest Determination Date pertaining to an Interest Reset
Date for a Treasury Rate Note will be the day of the week in which such Interest
Reset Date falls on which
9
Treasury bills would normally be auctioned. If an auction date shall fall on
any Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date
shall instead be the first Market Day immediately following such auction date.
"Calculation Date" pertaining to any Interest Determination Date will be
the earlier of (i) the tenth calendar day after such Interest Determination
Date, or if, such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day immediately preceding the applicable Interest Payment Date
or the Stated Maturity, as the case may be.
"Market Day" means: (a) with respect to any Note, any Business Day in The
City of New York and the City of Boston; and (b) with respect to any LIBOR Note,
any Business Day in The City of New York and The City of Boston which is also a
day on which dealings in deposits in U.S. dollars are transacted in the London
interbank market (a "London Business Day").
Determination of Commercial Paper Rate. If the Base Rate specified on the
face hereof is the Commercial Paper Rate, the Commercial Paper Rate with respect
to this Note shall be determined on each Interest Determination Date and shall
be the Money Market Yield (calculated as described below) of the per annum rate
(quoted on a bank discount basis) for the relevant Interest Determination Date
for commercial paper having the specified Index Maturity as published by the
Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading
"Commercial Paper--Nonfinancial." If such rate is not published before 3:00
p.m., New York City time, on the relevant Calculation Date, then the Commercial
Paper Rate for such Interest Reset Date shall be the Money Market Yield of such
rate on such Interest Determination Date for commercial paper having the
specified Index Maturity as published by the Federal Reserve Bank of New York on
the Internet, under the heading "Federal Reserve Release--Commercial Paper." If
by 3:00 p.m., New York City time, on such Calculation Date such rate is not yet
published in either H.15(519) or by the Federal Reserve Bank of New York, the
Commercial Paper Rate for such interest Reset Date shall be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean of
the offered per annum rates (quoted on a bank discount basis), as of 11:00 a.m.,
New York City time, on such Interest Determination Date, of three leading
dealers of commercial paper in The City of New York (which may include the
Agents) selected by the Calculation Agent for commercial paper of the specified
Index Maturity placed for a nonfinancial issuer whose bond rating is "AA," or
the equivalent, from a nationally recognized rating agency; provided, however,
that if fewer than three dealers selected by the Calculation Agent are quoting
as mentioned in this sentence, the Commercial Paper Rate for such Interest Reset
Date will be the Commercial Paper Rate in effect on such Interest Determination
Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
10
Money Market Yield = 100 x 360 x D
-------------------
360 -- (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal and "M" refers to the actual number of
days in the period from the Interest Reset Date to but excluding the day that
numerically corresponds to such Interest Rate Date (or, if there is not any such
numerically corresponding day, the last day) in the calendar month that is the
number of months corresponding to the specified Index Maturity after the month
in which such Interest Reset Date falls.
Determination of CD Rate. If the Base Rate specified on the face hereof is
the CD Rate, the CD Rate with respect to this Note shall be determined on each
Interest Determination Date and shall be the rate for the relevant Interest
Determination Date for negotiable U.S. dollar certificates of deposit having the
specified Index Maturity as published in H.15(519) under the heading "CDs
(Secondary Market)." If such rate is not published before 3:00 p.m., New York
City time, on the relevant Calculation Date, then the CD Rate for such Interest
Reset Date shall be the rate on such Interest Determination Date for negotiable
certificates of deposit having the specified Index Maturity as published in
Composite Quotations under the heading "Certificates of Deposit." If by 3:00
p.m., New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, the CD Rate for such Interest Reset
Date shall be calculated by the Calculation Agent and shall be the arithmetic
mean of the secondary market offered rates, as of 10:00 a.m., New York City
time, on such Interest Determination Date, of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent for negotiable U.S. dollar certificates of deposit of
major United States money market banks in the market for negotiable U.S. dollar
certificates of deposit with a remaining maturity closest to the specified Index
Maturity in a denomination of U.S. $5,000,000; provided, however, that if fewer
than three dealers selected as provided above by the Calculation Agent are
quoting as mentioned in this sentence, the CD Rate for such Interest Reset Date
will be the CD Rate in effect on such Interest Determination Date.
Determination of Federal Funds Rate. If the Base Rate specified on the
face hereof is the Federal Funds Rate, the Federal Funds Rate with respect to
this Note shall be determined on each Interest Determination Date and shall be
the rate on the relevant Interest Determination Date for Federal Funds as
published in H.15(519) under the heading "Federal Funds (Effective)." If such
rate is not published before 3:00 p.m., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate for such Interest Reset Date will
be the rate on such Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 p.m.,
New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, the Federal Funds Rate for such
Interest Reset Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the rates, as of 9:00 a.m., New York City time, on such
Interest Determination Date, for the last transaction in overnight Federal Funds
arranged by three leading brokers of Federal Funds
11
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if fewer than three brokers selected by the Calculation
Agent are quoting as mentioned in this sentence, the Federal Funds Rate for
such Interest Reset Date will be the Federal Funds Rate in effect on such
Interest Determination Date.
Determination of LIBOR. If the Base Rate specified on the face hereof is
LIBOR, LIBOR with respect to this Note shall be determined on each Interest
Determination Date as follows:
(a) The Calculation Agent will determine either (i) the arithmetic
mean of the offered rates for deposits in U.S. dollars for the period of
the applicable Index Maturity commencing on the Interest Reset Date which
appear on the Reuters Screen LIBO Page at approximately 11:00 a.m., London
time, on such Interest Determination Date if at least two such offered
rates appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (ii) the
rate for deposits in U.S. dollars for the period of the applicable Index
Maturity commencing on the Interest Reset Date that appears on the Telerate
Page 3750 as of 11:00 a.m., London time, on such Interest Determination
Date ("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display
designated as Page "LIBO" on the Reuters Monitor Money Rate Service (or
such other page as may replace the LIBO page on the service for the purpose
of displaying London interbank offered rates of major banks). "Telerate
Page 3750" means the display designated as page "3750" on the Telerate
Service (or such other page as may replace the 3750 page on that service or
such other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates
for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is
specified on the face hereof, LIBOR will be determined as if LIBOR Telerate
had been specified. If fewer than two offered rates appear on the Reuters
Screen LIBO Page, or if no rate appears on the Telerate Page 3750, as
applicable, LIBOR in respect of that Interest Determination Date will be
determined as if the parties had specified the rate described in (b) below.
(b) If fewer than two offered rates appear on the Reuters Screen LIBO
Page or no rate appears on Telerate Page 3750, as applicable, the
Calculation Agent will request the principal London offices of four major
banks in the London interbank market, as selected by the Calculation Agent,
to provide the Calculation Agent with its offered quotation for deposits in
U.S. dollars for the period of the applicable Index Maturity to prime banks
in the London interbank market at approximately 11:00 a.m., London time,
commencing on the second London Business Day immediately following such
Interest Determination Date and in a principal amount equal to an amount of
not less than U.S. $1 million that is representative of a single
transaction in such market at such time. If at least two quotations are
provided, LIBOR in respect of that Interest Determination Date will be the
arithmetic
12
mean of such quotations. If fewer than two quotations are provided, LIBOR
in respect of that Interest Determination Date will be the arithmetic mean
of the rates quoted by three major banks in The City of New York selected
by the Calculation Agent at approximately 11:00 a.m., New York City time,
commencing on the second London Business Day immediately following such
Interest Determination Date for loans in U.S. dollars to leading European
banks, for the period of the applicable Index Maturity and in a principal
amount equal to an amount of not less than U.S. $1 million that is
representative for a single transaction in such market at such time;
provided, however, that if fewer than three banks selected as aforesaid by
the Calculation Agent are quoting rates as mentioned in this sentence, the
rate of interest in effect for the applicable period will be the LIBOR in
effect on such Interest Determination Date.
Determination of Prime Rate. If the Base Rate specified on the face hereof
is the Prime Rate, the Prime Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate set forth for the
relevant Interest Determination Date in H.15(519) under the heading "Bank Prime
Loan." If such rate is not published before 3:00 p.m., New York City time, on
the relevant Calculation Date, then the Prime Rate for such Interest Reset Date
will be the arithmetic mean of the rates of interest publicly announced by each
bank that appears on the display designated as page "USPRIME1" on the Reuters
Monitor Money Rates Service or any successor service (or such other page as may
replace the USPRIME1 page on that service or any successor service for the
purpose of displaying prime rates or base lending rates of major United States
banks) ("Reuters Screen USPRIME1 Page") as such bank's prime rate or base
lending rate as in effect for such Interest Determination Date as quoted on the
Reuters Screen USPRIME1 Page on such Interest Determination Date. If fewer than
four such rates appear on the Reuters Screen USPRIME1 Page on such Interest
Determination Date, the Prime Rate for such Interest Reset Date will be the
arithmetic mean of the prime rates or base lending rates (quoted on the basis of
the actual number of days in the year divided by a 360-day year) as of the close
of business on such Interest Determination Date by four major banks in The City
of New York selected by the Calculation Agent; provided, however, that if fewer
than four banks selected as provided above by the Calculation Agent are quoting
as mentioned in this sentence, the Prime Rate for such Interest Reset Date will
be the Prime Rate in effect on such Interest Determination Date.
Determination of Treasury Rate. If the Base Rate specified on the face
hereof is the Treasury Rate, the Treasury Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate for the
auction on the relevant Interest Determination Date of direct obligations of the
United States ("Treasury Bills") having the specified Index Maturity as
published in H.15(519) under the heading "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not so published by 3:00 p.m., New
York City time, on the relevant Calculation Date, the auction average rate
(expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) for such auction as otherwise
announced by the United States Department of the Treasury. If the results of
such auction of Treasury bills having the specified Index Maturity are not
published or reported as provided above by 3:00 p.m., New York City time, on
such Calculation Date, or if no such
13
auction is held during such week, then the Treasury Rate shall be the rate set
forth in H.15(519) for the relevant Interest Determination Date for the
specified Index Maturity under the heading "U.S. Government Securities/Treasury
Bills/Secondary Market." If such rate is not so published by 3:00 p.m., New
York City time, on the relevant Calculation Date, the Treasury Rate for such
Interest Reset Date shall be calculated by the Calculation Agent and shall be a
yield to maturity (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates as of approximately 3:30 p.m., New York
City time, on such Interest Determination Date, of three primary United States
government securities dealers in The City of New York selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the specified Index Maturity; provided, however, that if fewer than
three dealers selected as provided above by the Calculation Agent are quoting
as mentioned in this sentence, the Treasury Rate for such Interest Reset Date
will be the Treasury Rate in effect on such Interest Determination Date.
Determination of CMT Rate. If the Base Rate specified on the face hereof
is the CMT Rate, the CMT Rate with respect to this Note shall be determined on
each Interest Determination Date and shall be the rate displayed on the
Designated CMT Telerate Page under the caption ". . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 p.m.," under the column for the Designated CMT Maturity Index for (i) if
the Designated CMT Telerate Page is 7055, the rate on such Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
weekly or monthly average, as specified on the face hereof, for the week or the
month, as applicable, ended immediately preceding the week in which the related
Interest Determination Date occurs. If such rate is no longer displayed on the
relevant page or is not displayed by 3:00 p.m., New York City time, on the
related Calculation Date, then the CMT Rate for such Interest Determination Date
will be such treasury constant maturity rate for the Designated CMT Maturity
Index as published in the relevant H.15(519). If such rate is no longer
published or is not published by 3:00 p.m., New York City time, on the related
Calculation Date, then the CMT Rate on such Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) for the
Interest Determination Date with respect to such Interest Reset Date as may then
be published by either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). If such information is
not provided by 3:00 p.m., New York City time, on the related Calculation Date,
then the CMT Rate on the Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 p.m.,
New York City time, on such Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York (which
may include the Agent or its affiliates) selected by the Calculation Agent (from
five such Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the
14
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an original maturity
of approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain three such Treasury Note
quotations, the CMT Rate on such Interest Determination Date will be calculated
by the Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market offer side prices as of approximately
3:30 p.m., New York City time, on such Interest Determination Date of three
Reference Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for Treasury Notes with an original
maturity of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least U.S. $100 million. If three or
four (and not five) of such Reference Dealers are quoting as described above,
then the CMT Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference Dealers so
selected by the Calculation Agent are quoting as mentioned herein, the CMT Rate
determined as of such Interest Determination Date will be the CMT Rate in
effect on such Interest Determination Date. If two Treasury Notes with an
original maturity as described in the second preceding sentence have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the
Calculation Agent will obtain from five Reference Dealers quotations for the
Treasury Note with the shorter remaining term to maturity and will use such
quotations to calculate the CMT Rate as set forth above.
"Designated CMT Telerate Page" means the display on the Dow Xxxxx Telerate
Service (or any successor service) on the page specified on the face hereof (or
any other page as may replace such page on that service (or any successor
service) for the purpose of displaying Treasury Constant Maturities as reported
in H.15(519)) for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519). If no such page is specified on the face hereof, the
Designated CMT Telerate Page shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
Determination of Eleventh District Cost of Funds Rate. If the Base Rate
specified on the face hereof is the Eleventh District Cost of Funds Rate, the
Eleventh District Cost of Funds Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate equal to
the monthly weighted average cost of funds for the calendar month immediately
preceding the month in which such Eleventh District Cost of Funds Rate Interest
Determination
15
Date falls, as set forth under the caption "11th District" on Telerate Page
7058 as of 11:00 A.M., San Francisco time, on such Eleventh District Cost of
Funds Rate Interest Determination Date. If such rate does not appear on
Telerate Page 7058 on such Eleventh District Cost of Funds Rate Interest
Determination Date then the Eleventh District Cost of Funds Rate on such
Eleventh District Cost of Funds Rate Determination Date shall be the monthly
weighted average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently announced (the "Index")
by the FHLB of San Francisco, as such cost of funds for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date. If the FHLB of San Francisco fails to announce the Index
on or prior to such Eleventh District Cost of Funds Rate Interest Determination
Date for the calendar month immediately preceding such Eleventh District Cost
of Funds Rate Interest Determination Date, the Eleventh District Cost of Funds
Rate determined as of such Eleventh District Cost of Funds Rate Determination
Date will be the Eleventh District Cost of Funds Rate in effect on such
Eleventh District Cost of Funds Rate Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent will provide to
the holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as of the next Interest Reset Date.
The Calculation Agent's determination of any interest rate will be final
and binding in the absence of manifest error.
Payments. Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Stated Maturity (or earlier
redemption or repayment date), as the case may be; provided, however, that if
the Interest Reset Period with respect to this Note is daily or weekly, interest
payable on any Interest Payment Date, other than interest payable on any date on
which principal hereof is payable, will include interest accrued through and
including the Record Date next preceding the applicable Interest Payment Date.
Accrued interest hereon shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued interest factor shall
be computed by adding the interest factor calculated for each day in the period
for which interest is being paid. The interest factor for each such date shall
be computed by dividing the interest rate applicable to such day by 360 if the
Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate,
LIBOR or Eleventh District Cost of Funds Rate, as specified on the face hereof,
or by the actual number of days in the year if the Base Rate is the Treasury
Rate or the CMT Rate, as specified on the face
16
hereof. All percentages resulting from any calculation of the rate of interest
on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward). The interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date. The
interest rate applicable to any other day is the interest rate from the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).
If an Interest Payment Date (other than at Stated Maturity, a Redemption
Date or an repayment date at the option of the holder) would otherwise fall on a
day that is not a Market Day with respect to this Note (and if this Note is
payable in a Specified Currency other than U.S. dollars, a Business Day in the
country issuing the Specified Currency (or, for ECUs, Brussels)), such Interest
Payment Date will be on the next succeeding Market Day (with interest accruing
to but excluding the next succeeding Market Day) (or, in the case of a LIBOR
Note, if such day falls in the next calendar month, the next preceding Market
Day (with interest accruing to but excluding the next preceding Market Day)).
If the Stated Maturity, Redemption Date or repayment date at the option of the
holder falls on a day that is not a Market Day (and if this Note is payable in a
Specified Currency other than U.S. dollars, a Business Day in the country
issuing the Specified Currency (or, for ECUs, Brussels)), the required payment
of principal, premium, if any, and interest will be made on the next succeeding
Market Day as if made on the date such payment was due, and no interest will
accrue on such payment for the period from and after the Stated Maturity,
Redemption Date or repayment date at the option of the holder, as the case may
be, to the date of such payment on the next succeeding Market Day.
If the Specified Currency shown on the face of this Note is other than U.S.
dollars, payments of principal of (and premium, if any) and interest on the
Notes will be made in the applicable Specified Currency; provided, however, that
payments of principal (and premium, if any) and interest on Notes denominated in
other than U.S. dollars will nevertheless be made in U.S. dollars:
(a) at the option of the holders of the Notes under the procedures
described in the two following paragraphs; and
(b) at the Company's option in the case of imposition of exchange
controls or other circumstances beyond the Company's control.
Except as provided in the next paragraph, if the Specified Currency shown
on the face of this Note is other than U.S. dollars, payments of interest and
principal (and premium, if any) will be made in U.S. dollars if the registered
holder of such Note on the relevant Record Date, or at Maturity, as the case may
be, has transmitted a written request for such payment in U.S. dollars to the
Paying Agent at the office of the Paying Agent on or before such Record Date, or
the date 15 days before Maturity, as the case may be. Such request may be in
writing (mailed or hand
17
delivered) or by cable or other form of facsimile transmission. Any such
request will remain in effect for any further payments of interest and
principal (and premium, if any) on such Note payable to such holder, unless
such request is revoked on or before the relevant Record Date or the date 15
days before Maturity, as the case may be.
The U.S. dollar amount to be received by a holder of a Note denominated in
other than U.S. dollars who elects to receive payment in U.S. dollars will be
determined by the exchange rate agent, or any successor thereto (the "Exchange
Rate Agent"), at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable Payment Date, by selecting the indicative
quotations for the Specified Currency appearing at such time on the bank
composite or multi-contributor pages of the Quoting Source (as defined below)
for the first three banks, in descending order of their appearance on a list of
banks to be agreed to by the Company and the Exchange Rate Agent prior to such
second Business Day, which are offering quotes on the Quoting Source. The
Exchange Rate Agent shall select from among the selected quotations the one
which will yield the largest number of U.S. dollars upon conversion from such
Specified Currency. The "Quoting Source" shall mean Reuters Monitor Foreign
Exchange Service, or if the Exchange Rate Agent determines that such service is
not available, Telerate Monitor Foreign Exchange Service. If the Exchange Rate
Agent determines that neither Service is available, the Company and the Exchange
Rate Agent shall agree on a comparable display or other comparable manner of
obtaining quotations and such display or manner shall become the Quoting Source.
In the case of a Specified Currency other than ECUs, if (i) fewer than
three bid quotations are available at the time a determination is to be made by
the Exchange Rate Agent pursuant to the preceding paragraph, or (ii) the
Exchange Rate Agent received no later than 12:00 noon, New York City time, on
such second Business Day preceding the applicable Payment Date notice from the
Company that there exist exchange controls or other circumstances beyond the
Company's control rendering such Specified Currency unavailable, then the
Exchange Rate Agent shall, prior to such Payment Date, notify the Company and
the Trustee of the noon buying rate in New York City for cable transfers, in the
Specified Currency indicated in such notice, as certified for customers purposes
by the Federal Reserve Bank of New York (the "Market Exchange Rate") as of such
second Business Day. If the Market Exchange Rate for such date is not then
available, the Exchange Rate Agent shall immediately notify the Company and the
Trustee of the most recently available Market Exchange Rate for such Specified
Currency. In the case of ECUs, if: (i) fewer than three bid quotations are
available at the time a determination is to be made by the Exchange Rate Agent
pursuant to the preceding paragraph, or (ii) the Exchange Rate Agent receives no
later than 12:00 noon, New York City time, on such second Business Day preceding
the applicable Payment Date notice from the Company that (A) there exist
exchange controls or other circumstances beyond the Company's control, rendering
ECUs unavailable or (B) ECUs are no longer used in the European Monetary System,
rendering ECUs unavailable, then the Exchange Rate Agent shall, prior to such
Payment Date, notify the Company and the Trustee of the rate of conversion for
ECUs into U.S. dollars, determined as of such second Business Day on the
following basis: The component currencies of the ECUs for
18
this purpose (the "Components") shall be the currency amounts that were
components of the ECUs as of the last date on which ECUs were used in the
European Monetary System. The equivalent of ECUs in U.S. dollars shall be
calculated by aggregating the U.S. dollar equivalent of the Components. The
U.S. dollar equivalent of each of the Components shall be determined by the
Exchange Rate Agent on the basis of the most recently available Market Exchange
Rate for the Components, or as otherwise specified to the Exchange Rate Agent
by the Company.
If the Specified Currency shown on the face hereof is a currency or
currency unit other than U.S. dollars, and such Specified Currency is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company shall be entitled to satisfy its
obligations to the holder of this Note by making such payment in U.S. dollars on
the basis of the most recently available noon-buying rate for cable transfers in
The City of New York, as determined by the Federal Reserve Bank of New York.
Any payment made under such circumstances in U.S. dollars where the required
payment is other than U.S. dollars will not constitute an Event of Default.
Sinking Fund. This Note will not be subject to any sinking fund and,
unless otherwise provided on the face hereof in accordance with the provisions
of the following two paragraphs, will not be redeemable or subject to repayment
at the option of the holder prior to Maturity.
Redemption. Unless otherwise indicated on the face of this Note, this Note
may not be redeemed prior to the Stated Maturity. If the face of this Note
indicates that this Note is subject to optional redemption, this Note will be
redeemable at the Company's option, as a whole or from time to time in part in
increments of U.S. $1,000 or the minimum Authorized Denomination (provided that
any remaining principal amount hereof shall be at least U.S. $1,000 or such
minimum Authorized Denomination) on and after the Initial Redemption Date set
forth on the face of this Note, on any date prior to the Stated Maturity at a
redemption price (the "Redemption Price"), as specified on the face of this
Note, equal to either (i) the price specified as a percentage of the face amount
to be redeemed plus accrued interest to the Redemption Date (subject to the
right of holders of record on the relevant Record Date to receive interest due
on an Interest Payment Date that is on or prior to the Redemption Date) or (ii)
100% of the principal amount thereof plus accrued interest to the Redemption
Date (subject to the right of holders of record on the relevant Record Date to
receive interest due on an Interest Payment Date that is on or prior to the
Redemption Date), plus a Make-Whole Premium, if any.
The "Make-Whole Premium" in respect of this Note is intended to be the
amount, if any, which, when added to the then outstanding principal amount of
this Note, would, if invested on the Redemption Date of this Note in U.S.
Treasury securities with maturities equal to the Remaining Life of this Note,
have a yield to maturity equal to the original yield to maturity of this Note,
based on the initial public offering price of this Note. The amount of the
Make-Whole Premium in respect of the principal amount of this Note will be
calculated by the Company and will be the excess, if any, of (i) the sum of the
present values, as of the Redemption Date of this
19
Note, of (A) the respective interest payments (exclusive of the amount of
accrued interest to the Redemption Date) on this Note that, but for such
redemption, would have been payable on their respective Interest Payment Dates
after such Redemption Date, and (B) the payment of such principal amount that,
but for such redemption, would have been payable on the Stated Maturity over
(ii) the amount of such principal to be redeemed. Such present values will be
determined in accordance with generally accepted principles of financial
analysis by discounting the amounts of such payments of interest and principal
from their respective Stated Maturities to such Redemption Date at a discount
rate equal to the Treasury Yield.
The "Treasury Yield" in respect of this Note shall be determined as of the
date on which notice of redemption of this Note is sent to the holder hereof by
reference to the most recent Federal Reserve Statistical Release H.15(519) (or
successor publication) which has become publicly available not more than two
Business Days prior to such date (or, if such Statistical Release (or successor
publication) is no longer published or no longer contains the applicable data,
to the most recently published issue of The Wall Street Journal (Eastern
Edition) published not more than two Business Days prior to such date that
contains such data or, if The Wall Street Journal (Eastern Edition) is no longer
published or no longer contains such data, to any publicly available source of
similar market data), and shall be the most recent weekly average yield on
actively traded U.S. Treasury securities adjusted to a constant maturity equal
to the Remaining Life of this Note and, if applicable, converted to a bond
equivalent yield basis as described below. The "Remaining Life of this Note"
shall equal the number of years from the Redemption Date to the Stated Maturity
of this Note; provided that if the Remaining Life of this Note is not equal to
the constant maturity of a U.S. Treasury security for which a weekly average
yield is specified in the applicable source, then the Remaining Life of this
Note shall be rounded to the nearest one-twelfth of one year and the Treasury
Yield shall be obtained by linear interpolation (computed to the fifth decimal
place (one thousandth of a percentage point) and then rounded to the fourth
decimal place (one hundredth of a percentage point)), after rounding to the
nearest one-twelfth of one year, from the weekly average yields of (a) the
actively traded U.S. Treasury security with a maturity closest to and less than
the Remaining Life of this Note and (b) the actively traded U.S. Treasury
security with a maturity closest to and greater than the Remaining Life of this
Note, except that if the Remaining Life of this Note is less than three months,
the weekly average yield on actively traded U.S. Treasury securities adjusted to
a constant maturity of three months shall be used. The Treasury Yield shall, if
expressed on a yield basis other than that equivalent to a bond equivalent yield
basis, be converted to a bond equivalent yield basis and shall be computed to
the fifth decimal place (one thousandth of a percentage point) and then rounded
to the fourth decimal place (one hundredth of a percentage point).
Notice of redemption will be provided by mailing a notice of such
redemption to each holder by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to the
respective address of each holder as that address appears in the Security
Register. In the event of redemption of this Note in part only, a new Note or
Notes for
20
the amount of the unredeemed portion hereof shall be issued in the name of the
holder hereof upon the presentation and cancellation hereof.
Repayment. Unless otherwise indicated on the face of this Note, this Note
shall not be subject to repayment at the option of the holder prior to the
Stated Maturity. If so indicated on the face of this Note, this Note may be
subject to repayment at the option of the holder on the date or dates, if any,
specified on the face hereof (the "Optional Redemption Date" or "Optional
Redemption Dates") on the terms set forth herein.
On any Optional Repayment Date, this Note will be repayable in whole or in
part in increments of U.S. $1,000 or the minimum Authorized Denomination of the
Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than U.S. $1,000 or such minimum
Authorized Denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
hereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, the Company must receive at the
corporate trust office of the Paying Agent in the City of Boston, Commonwealth
of Massachusetts or New York, New York, at least 30 days but not more than 60
days prior to the repayment, (i) this Note with the form entitled "Option to
Elect Repayment" on the reverse hereof duly completed or (ii) a telegram,
facsimile transmission or a letter from a member of a national securities
exchange or a member of the National Association of Securities Dealers, Inc.
(the "NASD") or a commercial bank or trust company in the United States which
must set forth the name of the holder of this Note, the principal amount of this
Note, the principal amount of this Note to be repaid, the certificate number or
a description of the tenor and terms of this Note, a statement that the option
to elect repayment is being exercised thereby and a guarantee that this Note to
be repaid, together with the duly completed form entitled "Option to Elect
Repayment" on the reverse hereof, will be received by the Paying Agent not later
than the third Business Day after the date of such telegram, facsimile
transmission or letter; provided, that such telegram, facsimile transmission or
a letter from a member of a national securities exchange or a member of the NASD
or a commercial bank or trust company in the United States shall only be
effective if in such case, this Note and form duly completed are received by the
Paying Agent by such third Business Day. Exercise of such repayment option by
the holder hereof shall be irrevocable. In the event of repayment of this Note
in part only, a new Note or Notes of like tenor for the amount of the unpaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the holder hereof upon cancellation hereof.
Optional Extension of Maturity. If so specified on the face hereof, the
Stated Maturity of this Note may be extended at the option of the Company for
the period or periods of whole years specified on the face hereof (each an
"Extension Period") up to but not beyond the date (the "Final Maturity") set
forth on the face hereof. If the Company exercises such option, the Paying
Agent will mail to the holder of this Note not later than 40 calendar days prior
to the old Stated Maturity a notice (the "Extension Notice"), first class
postage prepaid, indicating (a) the election
21
of the Company to extend the Maturity; (b) the new Stated Maturity; (c) the
interest rate applicable to the Extension Period; and (d) the provisions, if
any, for redemption during the Extension Period, including the date or dates on
which, the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the Paying Agent's
mailing of the Extension Notice, the Stated Maturity of this Note shall be
extended automatically and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms as prior to
the mailing of such Notice.
Notwithstanding the foregoing, not later than 10:00 a.m., New York City
time, on the twentieth calendar day prior to the Maturity then in effect (or, if
such day is not a Business Day, not later than 10:00 a.m., New York City time,
on the immediately succeeding Business Day), the Company may, at its option,
revoke the Spread and/or Spread Multiplier provided for in the Extension Notice
and establish a higher interest rate for the Extension Period by causing the
Paying Agent to send notice of such Spread and/or Spread Multiplier to the
holder of such Note by first class mail, postage prepaid, or by such other means
as shall be agreed between the Company and the Paying Agent. Such notice shall
be irrevocable. All Notes with respect to which the Maturity is extended in
accordance with an Extension Notice will bear such Spread and/or Spread
Multiplier for the Extension Period, whether or not tendered for payment.
If the Company extends the Maturity of this Note, the holder will have the
option to require the Company to repay such Note on Maturity then in effect at a
price equal to the principal amount thereof plus all accrued and unpaid interest
to such date. In order to obtain repayment on the old Stated Maturity once the
Company has extended the Maturity hereof, the holder must follow the procedures
set forth for optional repayment, except that the period for delivery of this
Note or notification to the Paying Agent shall be at least 25 but not more than
35 calendar days prior to the old Stated Maturity and except that if holder has
tendered this Note for repayment pursuant to an Extension Notice, the holder
may, by written notice to the Paying Agent, revoke any such tender for repayment
until 3:00 p.m., New York City time, on the twentieth calendar day prior to the
old Stated Maturity (or, if such day is not a Business Day, until 3:00 p.m., New
York City time, on the immediately succeeding Business Day).
Renewable Notes. If this Note is a Renewable Note, this Note will mature
at Stated Maturity (the "Initial Maturity Date"), unless the Maturity of all or
any portion of the principal amount thereof is extended in accordance with the
procedures described below. On Election Date (which must be an Interest Payment
Date), the Maturity of this Note will be extended to the Interest Payment Date
occurring twelve months after such Election Date, unless the holder elects to
terminate the automatic extension of the Maturity of this Note or of any portion
thereof having a principal amount of U.S. $1,000 or any multiple of U.S. $1,000
in excess thereof, provided that the principal amount for which such option is
not exercised is at least U.S. $1,000 or any larger amount that is an integral
multiple of U.S. $1,000, by delivering a notice to such effect to the Paying
Agent not less than the Minimum Election Date Notice days nor more than Maximum
Election Date Notice days prior to such Election Date. Notwithstanding the
foregoing, the
22
Maturity of this Note may not be extended beyond the Final Maturity Date. If
the holder elects to terminate the automatic extension of the Maturity of any
portion of the principal amount of this Note and such election is not revoked
as described below, such portion will become due and payable on the Interest
Payment Date falling six months (or such other time specified herein) after the
Election Date prior to which the holder made such election.
An election to terminate the automatic extension of Maturity may be revoked
as to any portion of this Note having a principal amount of U.S. $1,000 or any
multiple of U.S. $1,000 in excess thereof by delivering a notice to such effect
to the Paying Agent on any day following the effective date of the election to
terminate the automatic extension of Maturity and prior to the fifteenth
calendar day before the date on which such portion would otherwise mature. Such
a revocation may be made for less than the entire principal amount of this Note
for which the automatic extension of Maturity has been terminated; provided,
however, that the principal amount of this Note for which the automatic
extension of Maturity has been terminated and for which such a revocation has
not been made is at least U.S. $1,000 or any larger amount that is an integral
multiple of U.S. $1,000. Notwithstanding the foregoing, a revocation may not be
made during the period from and including a Record Date to but excluding the
immediately succeeding Interest Payment Date.
An election to terminate the automatic extension of the Maturity of the
Renewable Notes, if not revoked as described above by the holder making the
election or any subsequent holder, will be binding upon such subsequent holder.
If this Note is a Renewable Note, this Note may be redeemed in whole or in
part at the option of the Company on any Interest Payment Date, commencing with
the Interest Payment Date specified on the face hereof or in an Addendum hereto,
at a redemption price of 100% of the principal amount of this Note to be
redeemed, together with accrued and unpaid interest to the date of redemption.
Notice of redemption will be provided by mailing a notice of such redemption to
each holder by first class mail, postage prepaid, at least 30 and not more than
60 calendar days prior to the date fixed for redemption.
Indexed Notes. If so stated on the face hereof, the amount of principal,
premium and/or interest payable in respect hereof will be determined with
reference to the price or prices of specific commodities or stocks, or to the
exchange rate of one or more designated currencies (including composite
currencies) relative to an indexed currency or to such other price(s) or
exchange rate(s), as specified on the face hereof.
Registration of Transfer. State Street Bank and Trust Company has been
appointed registrar for the Notes (the "Registrar," which term includes any
successor registrar appointed by the Company), and the Registrar will maintain
at its office at Two International Place, Boston, MA 02110 a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Registrar by surrendering this Note for cancellation,
accompanied by a
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written instrument of transfer in form approved by the Registrar and duly
executed by the registered holder hereof in person or by the holder's attorney
duly authorized in writing, and thereupon the Registrar shall issue in the name
of the transferee or transferees, in exchange herefor, a new Note or Notes
having identical terms and provisions for an equal aggregate principal amount
in authorized denominations, subject to the terms and conditions set forth
herein; provided, however, that the Registrar will not be required to register
the transfer of or exchange any Note that has been called for redemption in
whole or in part, or as to which the holder thereof has elected to cause such
Note to be repaid in whole or in part, except the unredeemed or unpaid portion
of Notes being redeemed or repaid in part, or to register the transfer of or
exchange Notes to the extent and during the period so provided in the Indenture
with respect to the redemption of Notes. Notes are exchangeable at said office
for other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions. All such exchanges and transfers
of Notes will be free of charge, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a
written instrument of transfer in form approved by the Registrar and executed
by the registered holder in person or by the holder's attorney duly authorized
in writing. The date of registration of any Note delivered upon any exchange
or transfer of Notes shall be such that no gain or loss of interest results
from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Registrar, a new Note of like tenor will be issued by the
Company in exchange for the Note so mutilated or defaced, or in lieu of the Note
so destroyed or lost or stolen, but, in the case of any destroyed or lost or
stolen Note, only upon receipt of evidence satisfactory to the Registrar and the
Company that such Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, in denominations of
U.S. $1,000 or any integral multiple of U.S. $1,000 or the minimum Authorized
Denomination. If the Specified Currency shown on the face of this Note is other
than U.S. Dollars, the authorized denominations shall be the amount of the
Specified Currency for such Note equivalent, at the noon buying rate in The City
of New York for cable transfers for such Specified Currency (the "Exchange
Rate") on the sixth Business Day in The City of New York and in the country
issuing such currency (or, for ECUs, Brussels) next preceding the date of issue
of such Note, to U.S. $1,000 (rounded to the nearest 1,000 units of such
Specified Currency) and any greater amount that is an integral multiple of 1,000
units of such Specified Currency.
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Events of Default. If an Event of Default (as defined in the Indenture)
with respect to the Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
Original Issue Discount Notes. Notwithstanding anything herein to the
contrary, if this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable in the event of redemption or repayment prior to
the Stated Maturity hereof in lieu of the principal amount due at the Stated
Maturity hereof shall be the Amortized Face Amount of this Note as of the
Redemption Date or the date of repayment, as the case may be, multiplied by the
Redemption Price. The "Amortized Face Amount" of this Note shall be the amount
equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that
portion of the difference between the Issue Price and the principal amount
hereof that has accrued at the Yield to Maturity (as set forth on the face
hereof) (computed in accordance with generally accepted United States bond yield
computation principles using a constant yield method) at the date as of which
the Amortized Face Amount is calculated but in no event shall the Amortized Face
Amount of this Note exceed its principal amount.
The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as defined
below), corresponds to the shortest period between Interest Payment Dates (with
ratable accruals within a compounding period, a coupon rate equal to the initial
coupon rate applicable to this Note and an assumption that the Maturity of this
Note will not be accelerated). If the period from the Original Issue Date to the
initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being treated as
provided in the preceding sentence.
Modifications and Waivers; Obligation of the Company Absolute. The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
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No provision of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place, and
rate or formula, and in the coin or currency, herein and in the Indenture
prescribed unless otherwise agreed between the Company and the registered holder
of this Note.
Registered Holder Treated as Owner. Prior to due presentment of this Note
for registration of transfer, the Company or any agent of the Company, the
Registrar or the Trustee may treat the holder in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Registrar, the Trustee nor any such agent
shall be affected by notice to the contrary.
No Recourse Against Certain Persons. No recourse under or upon any
obligation, covenant or agreement contained in the Indenture or in this Note, or
because of any indebtedness evidenced thereby, shall be had against any
promoter, as such, or against any past, present or future shareholder, officer
or trustee, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of this Note by the holder hereof and as part of
the consideration for the issue of this Note.
Governing Law. This Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
CUSIP Number. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused "CUSIP"
numbers to be printed on this Note as a convenience to the holders. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on this Note, and reliance may be placed only on the other
identification numbers printed hereon.
Defined Terms. All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Defeasance. The Indenture contains provisions for defeasance at any
time of (a) the entire indebtedness of the Company on this Note and (b) certain
restrictive covenants and the related defaults and Events of Default applicable
to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Note.
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
=======================================
| |
=======================================
................................................................................
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)
................................................................................
the within Security of Security Capital Group Incorporated and hereby does
irrevocably constitute and appoint
....................................................................... Attorney
to transfer said Security on the books of the within-named Company with full
power of substitution in the premises.
Dated: . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . .
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.
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FORM OF OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to 100% of the principal amount to be repaid, together
with unpaid interest to the Repayment Date, to the undersigned, at
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of U.S. $1,000 (or if the
Specified Currency is other than U.S. dollars, the minimum Authorized
Denomination specified on the face hereof)) which the holder elects to have
repaid: _____________________________________________________________________;
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid): _______________________________________________________________________
Dated: ______________________
NOTICE: The signature on this Option to Elect Repayment must correspond with the
name as written upon the face of the within instrument in every particular
without alteration or enlargement.
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