(Page 4 of 6)
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Note Number Name(s) of Agent(s): Agents' Commission PUBLIC SERVICE COMPANY OF NORTH
CAROLINA, INCORPORATED
------------------------------------------
-------------------------- ---------------- -------------------- ------------------------------------------------- ------------
Principal Amount Trade Date Original Issue Date Interest Rate (Or Yield to Maturity For Original Issue CUSIP
Discount Notes)
-------------------------- ---------------- ------------ ----------------- -----------------------------------------------------
Maturity Date Account No. Ticket No. Issue Price Taxpayer's I.D. or Soc. Sec. No. Transferred
========================== ================ ============ ================= ======================================== ================
Name and Address of Registered Owner MEDIUM TERM NOTE CONFIRMATION
TRUSTEE AND PAYING AGENT
CEDE & CO. First Union National Bank
0 Xxxxxxx Xxxxxx 0000 Xxxx X.X. Harris Boulevard, #3C3
New York, New York 10004 Charlotte, North Carolina 28288
---------------------- ------------------------ ----------------------------------------------------------- -----------------------
CUSTOMER COPY Retain for Tax Purposes The Time of the Transaction Will Be Published Upon Written Please Sign and Return
Request of the Customer Enclosed Receipt
---------------------- ------------------------ ----------------------------------------------------------- -----------------------
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE 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 HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT:$
No.: CUSIP:
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
MEDIUM-TERM NOTE
Due Nine Months or More From Date of Issue
ISSUE PRICE: % ADDITIONAL PROVISIONS:
(applicable only to
Floating Rate Notes)
ORIGINAL ISSUE DATE: INDEX MATURITY:
MATURITY DATE: BASE RATE:
REDEMPTION (check one):
SPREAD (PLUS OR MINUS):
[ ] No. This Note is not subject to redemption.
SPREAD MULTIPLIER:
[ ] Yes. This Note is subject to redemption on the following
Redemption Date(s) at the following Redemption Price(s).
INTEREST RESET PERIOD:
Partial Redemption Price(s): INTEREST RESET DATES:
Partial Redemption Date(s): MAXIMUM INTEREST RATE:
RECORD DATES: MINIMUM INTEREST RATE:
INTEREST (check one): INTEREST PAYMENT PERIOD:
[ ] FIXED RATE NOTE INTEREST PAYMENT DATES:
If this box is checked, the Interest Rate on
this Note shall be %. DESIGNATED LIBOR CURRENCY:
[ ] FLOATING RATE NOTE DESIGNATED LIBOR PAGE:
If this box is checked, the Initial Interest
Rate on this Note shall be CALCULATION DATE:
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED, a corporation duly
organized and existing under the laws of the State of South Carolina (herein
referred to as the "Company"), for value received, hereby promises to pay Cede &
Co., or registered assigns, the principal sum of Dollars ($ .00) on the
"Maturity Date" shown above and to pay interest thereon as hereinafter
described. REFERENCE IS XXXXXX MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE SUBSEQUENT PAGES HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Note
shall not become valid or obligatory for any purpose unless and until this Note
has been authenticated by First Union National Bank, or its successor, as
Trustee. IN WITNESS WHEREOF, the Company has caused this Note to be executed
under its corporate seal.
Dated: PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
CERTIFICATE OF AUTHENTICATION By:
-----------------------------------------------------------------------
Authorized Officer
This is one of the Securities of the series designated therein referred to in
the within mentioned Indenture.
FIRST UNION NATIONAL BANK, as Trustee Attest:
---------------------------------------------------------------------
Secretary
By:
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Authorized Signatory [CORPORATE SEAL]
PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
MEDIUM-TERM NOTES
1. This is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness of the Company (herein called the "Securities"), of a
series hereinafter specified as issued and to be issued under an Indenture dated
as of January 1, 1996 (herein called the "Indenture") between the Company,
successor by reason of merger to Public Service Company of North Carolina,
Incorporated, a North Carolina corporation, and First Union National Bank,
formerly First Union National Bank of North Carolina, as trustee (herein called
the "Trustee", which term includes any successor Trustee under the Indenture),
to which Indenture and Resolutions of the Board of Directors of the Company
adopted or indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Company, the Trustee and
the Holders of the Securities, and the terms upon which the Securities are, and
are to be, authenticated and delivered. The Securities may be issued in one or
more series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest at different rates,
may be subject to different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be subject to
different covenants and Events of Default, and may otherwise vary as in the
Indenture provided. This Note is one of a series of Securities of the Company
designated as its Medium-Term Notes (herein called the "Notes"). The Notes of
this series may be issued at various times with different maturity dates and
different principal repayment provisions, may bear interest at different rates,
may be payable in different currencies and may otherwise vary, all as provided
in the Indenture.
2. A. Unless otherwise specified on the face hereof, the Regular Record Date
with respect to any Interest Payment Date (as defined below) shall be the date
15 calendar days immediately preceding such Interest Payment Date, whether or
not such date shall be a Business Day. Interest which is payable, and is
punctually paid or duly provided for on each Interest Payment Date specified
above will be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date next preceding such Interest Payment Date; provided, however, that
interest payable at Maturity or upon earlier redemption or repayment shall be
paid to the Person to whom the principal hereof is payable. Notwithstanding the
foregoing, if this Note is issued between a Regular Record Date and an Interest
Payment Date or on such Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. Any payment of principal (premium, if any) or
interest required to be made on this Note on a day that is not a Business Day
need not be made on such day, but may be made on the next succeeding Business
Day with the same force and effect as if made on such day, and, if this Note is
a Fixed Rate Note, no additional interest shall accrue as a result of such
delayed payment and, if this Note is a Floating Rate Note, interest shall
continue to accrue to but not including such succeeding Business Day; provided,
however, that with respect to an Interest Payment Date on any LIBOR Note, if
such succeeding Business Day is in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding Business Day. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Registered Holder hereof on such Regular Record Date and may be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes not less than ten calendar days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, as more fully described in said Indenture. For purposes of this Note,
"Business Day" means any day, other than a Saturday or Sunday, that is not a day
on which banking institutions in Washington, DC, or in New York, New York are
authorized or obligated by law or executive order to be closed and with respect
to LIBOR Notes, is a London Banking Day. "London Banking Day" means any day on
which dealings in deposits in United States dollars are transacted in the London
interbank market. In connection with any calculations of the rate of interest on
this Note, all percentages will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upwards.
B. If this is a Fixed Rate Note, the Company promises to pay interest
on the principal amount shown on the face hereof at the rate per annum shown on
the face hereof until such principal amount is paid or made available for
payment. Unless otherwise provided on the face hereof, the Company will pay
interest semi-annually in arrears on each April 1 and October 1 (each an
"Interest Payment Date"), and at Maturity or upon earlier redemption or
repayment. Interest will accrue from and including the most recent Interest
Payment Date or, if no interest has been paid or duly provided for, from and
including the Original Issue Date shown on the face hereof, to, but excluding,
the Interest Payment Date. The amount of such interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.
C. If this is a Floating Rate Note, the Company promises to pay
interest on the principal amount at the rate per annum equal to the Initial
Interest Rate shown on the face hereof until the first Interest Reset Date shown
on the face hereof following the Original Issue Date specified on the face
hereof and thereafter at a rate determined in accordance with the provisions
below under the heading "Determination of Commercial Paper Rate", "Determination
of LIBOR" or "Determination of Treasury Rate" (depending upon whether the Base
Rate specified on the face hereof is Commercial Paper Rate, LIBOR or Treasury
Rate, respectively), until the principal hereof is paid or duly made available
for payment. The Company will pay interest monthly, quarterly, semi-annually or
annually as specified on the face hereof under the "Interest Payment Period",
commencing with the first Interest Payment Date specified on the face hereof
next succeeding the Original Issue Date, and at Maturity. Unless otherwise
provided on the face hereof, the dates on which interest will be payable (each
an "Interest Payment Date") will be, in the case of Floating Rate Notes with a
monthly Interest Payment Period, the third Wednesday of each month; in the case
of Floating Rate Notes with a quarterly Interest Payment Period, the third
Wednesday of March, June, September and December; in the case of Floating Rate
Notes with a semi-annual Interest Payment Period, the third Wednesday of the two
months specified on the face hereof; and in the case of Floating Rate Notes with
an annual Interest Payment Period, the third Wednesday of the month specified on
the face hereof.
The interest payable on a Floating Rate Note on each Interest Payment
Date will include accrued interest from and including the Original Issue Date or
from and including the last date in respect of which interest has been paid, as
the case may be, to, but excluding, such Interest Payment Date or Maturity Date;
provided, however, that if the Interest Reset Period is daily or weekly, the
interest payable on each Interest Payment Date, other than the Maturity Date,
will include accrued interest from and including the Original Issue Date or from
and including the last date in respect of which interest has been paid, as the
case may be, to, and including, the day immediately preceding such Interest
Payment Date, and the interest payable on the Maturity Date will include accrued
interest from and including the Original Issue Date or from and including the
last date in respect of which interest has been paid, as the case may be, to,
but excluding, the Maturity Date. Such accrued interest will be calculated by
multiplying the principal amount hereof by an accrued interest factor. The
accrued interest factor shall be computed by adding the interest factors
calculated for each day in the period for which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable to such day by 360, if the Base Rate specified on the
face hereof is the Commercial Paper Rate or LIBOR, or by the actual number of
days in the year, if the Base Rate specified on the face hereof is the Treasury
Rate. The interest rate in effect on each day will be (a) if such day is an
Interest Reset Date, the interest rate with respect to the Interest
Determination Date with respect to such Interest Reset Date or (b) if such day
is not an Interest Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to the next preceding Interest Reset Date;
provided, however, that the interest rate in effect from the Original Issue Date
to the first Interest Reset Date will be the Initial Interest Rate.
Notwithstanding the foregoing, if this is a Floating Rate Note, the
interest rate hereon shall not be greater than the Maximum Interest Rate, if
any, or less than the Minimum Interest Rate, if any, shown on the face hereof.
In addition, the interest rate hereon in no event shall be higher than the
maximum rate, if any, permitted by New York law. The Maximum Interest Rate and
Minimum Interest Rate, if any, specified on the face hereof are, in each case,
expressed as a rate per annum on a simple interest basis.
If this is a Floating Rate Note, the interest rate on this Note will be
reset daily, weekly, monthly, quarterly, semi-annually, annually or such other
period as specified on the face hereof (such period being the "Interest Reset
Period" specified on the face hereof). Unless otherwise specified on the face
hereof, the "Interest Reset Dates" will be, if the Interest Reset Period is
daily, each Business Day; if the Interest Reset Period is weekly, Wednesday of
each week, except that if the Base Rate specified on the face hereof is the
Treasury Rate, Tuesday of each week; if the Interest Reset Period is monthly,
the third Wednesday of each month; if the Interest Reset Period is quarterly,
the third Wednesday of March, June, September and December of each year; if the
Interest Reset Period is semi-annually, the third Wednesday of the two months
specified on the face hereof; if the Interest Reset Period is annually, the
third Wednesday of the month of each year specified on the face hereof; and if
the Interest Reset Date is other than the forgoing, the day of the week and
month or months specified on the face hereof; provided, however, that if any
Interest Reset Date otherwise would be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next day that is a Business Day,
except that (i) if the Base Rate specified on the face hereof is LIBOR and such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day, or (ii) if the Base Rate
specified on the face hereof is Treasury Rate and the Interest Reset Date falls
on a date which is an auction date (as described in the next succeeding
paragraph), the Interest Reset Date shall be the following day that is a
Business Day.
The Interest Determination Date pertaining to an Interest Reset Date
will be, if the Base Rate specified on the face hereof is Commercial Paper Rate,
the second Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date will be, if the Base
Rate specified on the face hereof is LIBOR, the second London Banking Day next
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date will be, if the Base Rate specified on the face hereof
is the Treasury Rate, the day of the week in which such Interest Reset Date
falls on which Treasury Bills (as defined below) of the Index Maturity specified
on the face hereof are auctioned. Treasury Bills are normally sold at auction on
Monday of each week, unless that day is a legal holiday in which case the
auction is normally held on the following Tuesday, except that such auction may
be held on the preceding Friday. If, as a result of a legal holiday, an auction
is so held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week.
Subject to applicable provisions of law and except as specified herein,
on each Interest Reset Date the rate of interest hereon, if this is a Floating
Rate Note, shall be the rate determined in accordance with the provisions of the
applicable heading below.
The Company will calculate, or will appoint and enter into an agreement
with an agent to calculate (the Company or such agent being the "Calculation
Agent"), the interest rates on Floating Rate Notes (including this Note).
Initially, First Union National Bank shall be the Calculation Agent. The
Calculation Agent shall calculate the interest rate hereon in accordance with
the foregoing and will confirm in writing such calculation to the Trustee and
any Paying Agent promptly after each such determination. Neither the Trustee nor
any Paying Agent shall be responsible for any such calculation. At the request
of the Holder hereof, the Calculation Agent will provide the interest rate then
in effect and, if determined, the interest rate that will become effective on
the next Interest Reset Date. All determinations of interest rates by the
Calculation Agent, in the absence of manifest error, shall be conclusive for all
purposes and binding on the Holder hereof. Unless otherwise specified herein,
the Calculation Date pertaining to an Interest Determination Date shall be the
tenth calendar day after such Interest Determination Date, or if not a Business
Day, the next succeeding Business Day.
Determination of Commercial Paper Rate.
If the Base Rate specified on the face hereof is the Commercial Paper
Rate, the interest rate for any Interest Determination Date shall equal (a) the
Money Market Yield (as defined below) on such Interest Determination Date of the
rate for commercial paper having the Index Maturity specified on the face hereof
(1) as published by the Board of Governors of the Federal Reserve System in the
weekly publication entitled "Statistical Releases H.15(519), Selected Interest
Rates," or in any successor publication ("H.15(519)"), under the heading
"Commercial Paper - Nonfinancial," or (2) if such rate is not published
H.15(519) by 3:00 p.m., New York City time, on the Calculation Date (defined
below) pertaining to such Interest Determination Date, then as published in the
daily update of H.15(519) (available through the Internet website of the Board
of Governors of the Federal Reserve System at
xxxx://xxx.xxx.xxx.xxx.xx/xxxxxxxx/x00/xxxxxx, or any successor site or
publication) ("H.15 Daily Update") under the heading "Commercial Paper -
Non-Financial", or any successor heading or (b) if such rate is not published in
either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Money
Market Yield of the average as calculated by the Calculation Agent (defined
below) of the offered rates as of 11:00 a.m., New York City time, on such
Interest Determination Date, of three leading dealers of commercial paper in New
York, New York selected by the Calculation Agent (after consultation with the
Company) for commercial paper placed for nonfinancial issuers whose bond rating
is "AA" or the equivalent, from a nationally recognized statistical rating
agency, having the Index Maturity specified on the face hereof, in each of the
above cases adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof; provided, however, that if fewer than three
dealers are quoting offered rates as mentioned in this sentence, the interest
rate for such Interest Determination Date shall equal the interest rate then in
effect on such Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
---------------
360 - (D x M)
where "D" refers to the applicable 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 Index Maturity specified on the face hereof.
Determination of LIBOR.
If the Base Rate specified on the face hereof is (i) LIBOR Reuters, the
interest rate for any Interest Determination Date shall equal the average as
calculated by the Calculation Agent of the offered rates for deposits in the
Designated LIBOR Currency (as defined below) having the Index Maturity specified
on the face hereof, commencing on the second London Banking Day immediately
following such Interest Determination Date, which appear on the Designated LIBOR
Page (as defined below) as of 11:00 a.m., London time, on such Interest
Determination Date, if at least two such offered rates appear on the Designated
LIBOR Page, or (ii) LIBOR Telerate, the interest rate for any Interest
Determination Date shall equal the rate for deposits in the Designated LIBOR
Currency having the Index Maturity specified on the face hereof, commencing on
the second London Banking Day immediately following such Interest Determination
Date, that appears on the Designated LIBOR Page as of 11:00 a.m., London Time,
on such Interest Determination Date or (iii) if fewer than two such offered
rates shall appear, or if no rate appears, as applicable, LIBOR in respect of
such Interest Determination Date will be determined pursuant to the following
paragraph, in any of such cases, adjusted by the addition or subtraction of the
Spread, if any, specified on the face hereof, or by multiplication by the Spread
Multiplier, if any, specified on the face hereof.
With respect to an Interest Determination Date on which fewer than two
offered rates appear on the Designated LIBOR Page, or on which no rate appears
on the Designated LIBOR Page, as applicable, LIBOR will be determined on the
basis of the rates at which deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof, are offered at approximately 11:00
a.m., London time, on such Interest Determination Date by four major banks
("Reference Banks") in the London interbank market selected by the Calculation
Agent (after consultation with the Company) to prime banks in the London
interbank market commencing on the second London Banking Day immediately
following such Interest Determination Date and in a principal amount that is
representative for a single transaction in such Designated LIBOR Currency in
such market at such time. The Calculation Agent will request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, LIBOR in respect of such Interest
Determination Date will be the average of such quotations. If fewer than two
quotations are provided, LIBOR in respect of such Interest Determination Date
will be the average of the rates quoted as of 11:00 a.m., in the applicable
Principal Financial Center (as defined below) on such Interest Determination
Date by three major banks in such Principal Financial Center selected by the
Calculation Agent (after consultation with the Company) for loans in the
Designated LIBOR Currency to leading banks having the Index Maturity specified
on the face hereof commencing on the second London Banking Day immediately
following such Interest Determination Date and in a principal amount that is
representative for a single transaction in such Designated LIBOR Currency in
such market at such time; provided, however, that if fewer than three banks are
quoting as set forth in this sentence, LIBOR with respect to such Interest
Determination Date will be the interest rate then in effect on the Interest
Determination Date.
"Designated LIBOR Currency" means the currency (including composite
currency units), if any, designated on the face hereof as the currency for which
LIBOR will be calculated. If no such currency is designated, the Designated
LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
designated on the face hereof, the display on the Reuters Monitor Money Rates
Service on the page designated on the face hereof (or such other page as may
replace such designated page on that service for the purpose of displaying
London interbank offered rates of major banks for the related Designated LIBOR
Currency) for the purpose of displaying the London interbank rates of major
banks for the applicable Designated LIBOR Currency, or (b) if "LIBOR Telerate"
is designated on the face hereof, the display on the Dow Xxxxx Telerate Service
on the page designated on the face hereof (or such other page as may replace
such designated 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 the related Designated LIBOR Currency) for
the purpose of displaying the London interbank rates of major banks for the
applicable Designated LIBOR Currency.
"Principal Financial Center" means the capital city of the country that
issues as its legal tender the Designated LIBOR Currency of such Note, except
that with respect to U.S. dollars, the Principal Financial Center shall be New
York, New York.
Determination of Treasury Rate.
If the Base Rate specified on the face hereof is Treasury Rate, the
interest rate for any Interest Determination Date shall equal the rate
applicable to the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof, on
the display of Bridge Telerate, Inc. (or any successor service) on page 56 or 57
under the heading "INVESTMENT RATE" or, if not so published by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Interest
Determination 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) as otherwise announced by the United States Department of the Treasury.
In the event that the results of the auction of Treasury Bills having the Index
Maturity specified on the face hereof are not published or announced as provided
above by 3:00 p.m., New York City time, on such Calculation Date, or if no such
auction is held in a particular week, then the Treasury Rate 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 average of the secondary market bid rates, as
of approximately 3:30 p.m., New York City time, on such Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent (after consultation with the Company) for the
issue of Treasury Bills with a remaining maturity closest to the Index Maturity
specified on the face hereof; provided, however, that if fewer than three
dealers are quoting bid rates as mentioned in this sentence, the interest rate
for such Interest Determination Date shall equal the interest rate then in
effect on such Interest Determination Date. In determining the Treasury Rate,
the rate determined in any of the above cases shall be adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
3. The authorized denominations of Notes will be $1,000 and any larger amount
that is an integral multiple of $1,000.
4. Each Note will be issued initially either in global form or as a certificated
Note. While this Note is issued in global form, beneficial owners hereof may not
exchange this Note for certificated Notes, except as otherwise provided in the
Indenture. Except as provided in and subject to the Indenture, The Depository
Trust Company, New York, New York (the "Depository") shall be the Depository
with respect to the Notes, while issued in global form.
5. Payments of interest (other than interest payable at Maturity) will be made
by check mailed to the address of the Person entitled thereto as such address
shall appear on the Security Register on the applicable Record Date. The
principal hereof and any premium and interest hereon payable at Maturity or upon
earlier redemption or repayment will be paid in immediately available funds upon
surrender of this Note at the corporate trust office or agency of the Trustee
located in Charlotte, North Carolina.
6. If so specified on the face hereof, this Note may be redeemed at the option
of the Company prior to the Maturity Date, upon not less than 30 nor more than
60 days' prior notice given as provided in the Indenture, at the redemption
price described on the face hereof; provided, that interest installments whose
Stated Maturity is on or prior to the relevant redemption date will be payable
to the holder of this Note, or one or more Predecessor Securities, of record at
the close of business on the relevant Regular Record Dates referred to on the
face hereof, all as provided in the Indenture. If less than all of the
Outstanding Notes are to be redeemed, the Company shall select the tenor and
terms of the Notes to be redeemed. If less than all the Outstanding Notes of
like tenor and terms are to be redeemed, the particular Notes to be redeemed
shall be selected by the Trustee not less than 60 days prior to the relevant
redemption date from the Outstanding Notes of like tenor and terms not
previously called for redemption. Such selection shall be of principal amounts
equal to the minimum authorized denominations for such Notes or any integral
multiple thereof. Subject to the immediately preceding sentence, such selection
shall be made by any method as the Trustee deems fair and appropriate. The
notice of such redemption shall specify which Notes are to be redeemed. In the
event of redemption of this Note in part only, a new Note or Notes for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.
7. The Company may, at any time, purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at its discretion, be held,
resold or surrendered to the Trustee for cancellation.
8. This Note will not be subject to any sinking fund.
9. As provided in the Indenture, and subject to certain limitations herein and
therein set forth, this Note is exchangeable for a like aggregate principal
amount of different authorized denominations as requested by the Holder.
10. As provided in the Indenture and subject to certain limitations herein and
therein set forth, the transfer of this Note is registerable on the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in the City of Charlotte, North Carolina,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Security Registrar and the Trustee duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
11. Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person 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
Trustee nor any such agent shall be affected by notice to the contrary.
12. If an Event of Default with respect to the Notes of this series shall have
occurred and be continuing, the principal of all the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
13. In case this Note shall at any time become mutilated, destroyed, stolen or
lost and this Note or evidence of the loss, theft or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Registered Security of like tenor
and principal amount will be issued by the Company in exchange for, or in lieu
of, this Note. 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 Holder of this Note.
14. 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 Holder 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 aggregate principal amount of the
Securities of any series at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding on behalf of the Holders of all the Securities of such series to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and 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 the Note.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, places and rate, and in the coin or currency herein
prescribed.
15. No recourse shall be had for the payment of the principal of (or premium, if
any) or interest on this Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or an indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
16. All terms used in this Note not otherwise defined in this Note that are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
17. This Note shall be deemed to be a contract made and to be performed solely
in the State of New York, and for all purposes be governed by, and construed in
accordance with, the laws of said State without regard to the conflicts of law
rules of said State.
---------------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- ..................................................
......... Custodian
......... (Cust.) (Minor)
......... Under Uniform Gifts to Minors Act
---------------------------------------------------
_________ (State)
Additional abbreviations also may be used though
not in the above list.
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FOR VALUE RECEIVED, the Undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee
(Please print or type name and address including Zip Code of Assignee)
the within Note and all rights thereunder, irrevocably constituting and
appointing such person
attorney
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to transfer Note on the books of the Trustee, with full power of
substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the names as
written upon the face of the within Note in every particular without alteration
or enlargement or any change whatsoever.
