[Form of Certificated Floating Rate Registered Security--United States]
[Form of Face]
NOTE NUMBER AGENT'S NAME
ASHLAND INC.
_____________________________________________________
PRINCIPAL AMOUNT SETTLEMENT DATE TRADE DATE
U.S.$ (ORIGINAL ISSUE DATE)
________________________________________________________________________________
MATURITY DATE TRUSTEE'S CUST. NO. INTEREST RATE TAXPAYER ID TRANSFERRED
OR SOC. SEC.
NO. OF
PURCHASER
________________________________________________________________________________
NAME AND ADDRESS OF REGISTERED OWNER MEDIUM-TERM
NOTE
PROGRAM
CITIBANK, N.A.
TRUSTEE
________________________________________________________________________________
CUSTOMER'S RETAIN FOR THE TIME OF THE PLEASE SIGN SEE
COPY TAX PURPOSES TRANSACTION WILL BE AND RETURN REVERSE SIDE
FURNISHED UPON REQUEST ENCLOSED
OF THE CUSTOMER RECEIPT
--------------------------------------------------------------------------------
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REGISTERED REGISTERED
ASHLAND INC.
MEDIUM-TERM NOTE, SERIES H
Due Nine Months or More From Date Of Issue
NO. (Floating Rate) U.S.$
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
REDEMPTION DATE:
CALCULATION AGENT: INDEX MATURITY SPREAD: +/-
- 1 MONTH SPREAD MULTIPLIER %
- 3 MONTHS
- 6 MONTHS
- 1 YEAR
INTEREST RATE BASIS: o COMMERCIAL o LIBOR o TREASURY o PRIME
PAPER RATE RATE RATE
o FEDERAL FUNDS o CD RATE
RATE
MAXIMUM INTEREST RATE: % INTEREST PAYMENT PERIOD: .....................
(monthly, quarterly,
semi-annually or
annually)
MINIMUM INTEREST RATE: % INTEREST RATE RESET PERIOD:...................
(daily, weekly,
monthly, quarterly,
semi-annually or
annually)
INTEREST PAYMENT DATES: INTEREST RESET DATES:
REGULAR RECORD INDEXED NOTES: o YES (see attached)
o NO
DATES:
OTHER PROVISIONS:
ASHLAND INC., a corporation duly organized and existing under the
laws of Kentucky (herein called the "Company" which term includes any
successor corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to
_________________________________ ___________________, or registered
assigns, the principal sum of ______________ __________________ U.S.
DOLLARS on the Maturity Date specified above,
and to pay interest thereon at a rate per annum equal to the Initial
Interest Rate specified above until the first Interest Reset Date
specified above following the Original Issue Date specified above and
thereafter at a rate determined in accordance with the provisions on the
reverse hereof under the heading "Determination of Commercial Paper Rate",
"Determination of Prime Rate", "Determination of LIBOR", "Determination of
Treasury Rate", "Determination of Federal Funds Rate" or "Determination of
CD Rate", depending upon whether the Interest Rate Basis specified above
is the Commercial Paper Rate, Prime Rate, LIBOR, Treasury Rate, Federal
Funds Rate or CD Rate, which rate may be adjusted by adding or subtracting
the Spread or multiplying by the Spread Multiplier (as such terms are
defined below) depending on whether a Spread or Spread Multiplier is
designated above, until the principal hereof is paid or duly made
available for payment. In addition, a Floating Rate Note may bear interest
at the lowest or highest or average of two or more interest rate formulae.
The "Spread", if any, is the number of basis points designated above, and
the "Spread Multiplier", if any, is the percentage designated above. The
Company will pay interest monthly, quarterly, semi-annually or annually as
specified above under "Interest Payment Period", commencing with the first
Interest Payment Date specified above next succeeding the Original Issue
Date and thereafter on the Interest Payment Dates as specified above, and
on the Maturity Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest set forth above (whether or not a
Business Day), next preceding such Interest Payment Date; provided,
however, that interest payable at Maturity shall be payable to the Person
to whom principal shall be payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (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 thereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. Payment of the principal, premium,
if any, and interest on this Security will be made at the principal
corporate trust office of the Trustee in the Borough of Manhattan, The
City of New York, or such other office or agency of the Company as may be
designated by it for such purpose in the Borough of Manhattan, The City of
New York (the "Paying Agent"), in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the
Company payment of interest (except at Maturity) may be made by United
States dollar check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register. Payment of the
principal, premium, if any, and interest on this Security due at Maturity
will be made in immediately available funds upon surrender of this
Security to the Paying Agent; provided that this Security is presented to
the Paying Agent in time for the Paying Agent to make such payment in
accordance with its normal procedures. "Maturity" shall mean the date on
which the principal of this Security or an installment of principal
becomes due, whether on the Maturity Date specified above, upon redemption
or otherwise.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized officer, this
Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: ASHLAND INC.
By __________________________
Senior Vice President
(Seal) Attest:
_________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated therein referred to
in the within-mentioned Indenture.
Dated:
CITIBANK, N.A.
As Trustee
By _____________________
Authorized Officer
[Form of Reverse]
ASHLAND INC.
MEDIUM-NOTE, SERIES H
(Floating Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of August 15, 1989, as amended
and restated as of August 15, 1990 (herein called the "Indenture"),
between the Company and Citibank, N.A., 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 thereunder of the Company, the Trustee and
the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof.
This Security may not be redeemed prior to the Redemption Date set
forth on the face hereof. If no Redemption Date is so set forth, this
Security is not redeemable prior to the Maturity Date. On or after the
Redemption Date set forth on the face hereof, this Security is redeemable
in whole or in part in increments of U.S. $1,000 at the option of the
Company at a redemption price equal to 100% of the principal amount to be
redeemed together with interest thereon to the date of redemption.
Notice of redemption will be given by mail to Holders of Securities,
not more than 60 nor less than 30 days prior to the date fixed for
redemption, all as provided in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
surrender hereof.
The Securities of this series will not have a
sinking fund unless otherwise specified in the applicable pricing
supplement.
Commencing with the first Interest Reset Date specified on the face
hereof following the Original Issue Date, the rate at which interest on
this Security is payable shall be adjusted daily, weekly, monthly,
quarterly, semi-annually or annually as shown on the face hereof under
"Interest Rate Reset Period"; provided, however, that the interest rate in
effect hereon for the 10 days immediately prior to the Maturity hereof,
shall be that in effect on the 10th day preceding the Maturity hereof.
Each such adjusted 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. If any Interest
Reset Date specified on the face hereof would otherwise be a day that is
not a Business Day, such Interest Reset Date shall be postponed to the
next succeeding day that is a Business Day, except that if (i) the rate of
interest on the Security shall be determined in accordance with the
provisions of the heading "Determination of LIBOR" below, and (ii) such
London Banking Day is in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding London Banking Day.
"Business Day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements: the day is (a) not a day on
which banking institutions are authorized or required by law or regulation
to be closed in The City of New York, (b) if the Note is denominated in a
Specified Currency other than the European Currency Unit as defined and
revised from time to time by the Council of the European Communities
("ECU") or United States dollars, not a day on which banking institutions
are authorized or required by law or regulation to close in the financial
center of the country issuing the Specified Currency, (c) if the Note is
denominated in ECU, any day that is designated as an ECU settlement day by
the ECU Banking Association in Paris or otherwise generally regarded in
the ECU interbank market as a day on which payments in ECU are made, and
(d) with respect to LIBOR Notes, 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. Subject to applicable
provisions of law and except as specified herein, on each Interest Reset
Date, the rate of interest on this Security shall be the rate determined
in accordance with the provisions of the applicable heading below.
The interest rate on this Security will in no event be higher than
the maximum rate permitted by New York law as the same may be modified by
United States law of general applicability.
DETERMINATION OF COMMERCIAL PAPER RATE. The interest rate payable
with respect to this Security shall be calculated by the Calculation Agent
with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any, specified on the face hereof. "Commercial Paper Rate"
means, with respect to each Interest Determination Date specified on the
face hereof, the Money Market Yield (calculated as described below) of the
rate on such date for commercial paper having the Index Maturity specified
on the face hereof 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". In the
event that such rate is not published by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, then
the Commercial Paper Rate will be the Money Market Yield of the rate on
such Interest Determination Date for commercial paper having the Index
Maturity specified on the face hereof as published by the Federal Reserve
Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations") under
the heading "Commercial Paper". If such rate is not yet published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, then the Commercial Paper Rate for such
Interest Determination Date will be calculated by the Calculation Agent
and will be the Money Market Yield of the arithmetic mean (rounded to the
next higher one hundred thousandth of a percentage point) of the offered
rates of three leading dealers of commercial paper in The City of New York
selected by the Calculation Agent as of 11:00 A.M., New York City time, on
such Interest Determination Date for commercial paper having the Index
Maturity specified on the face hereof placed for an industrial issuer
whose bond rating is "AA", or the equivalent, from a nationally recognized
rating agency; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Commercial Paper Rate will be the Commercial Paper Rate in
effect on such Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage
rounded to the next higher one hundred thousandth of a percentage point)
calculated in accordance with the following formula:
D x 360
Money Market Yield = ------------- x 100
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 interest period for which interest is being
calculated.
DETERMINATION OF PRIME RATE. The interest rate payable with respect
to this Security shall be calculated by the Calculation Agent with
reference to the Prime Rate and the Spread or Spread Multiplier, if any,
specified on the face hereof. "Prime Rate" means, with respect to each
Interest Determination Date specified on the face hereof, the arithmetic
mean (rounded to the next higher one hundred thousandth of a percentage
point) of the prime rates quoted on the basis of the actual number of days
in the year divided by 365 or 366 days, as the case may be, as of the
close of business on such Interest Determination Date by three major money
center banks in The City of New York selected by the Calculation Agent. If
fewer than three such quotations are provided, the Prime Rate shall be
determined on the basis of the rates furnished in The City of New York by
three substitute banks or trust companies organized and doing business
under the laws of the United States, or any state thereof having total
equity capital of at least U.S. $500 million and being subject to
supervision or examination by Federal or state authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that
if the banks selected as aforesaid are not quoting as mentioned in this
sentence, the Prime Rate will be the Prime Rate in effect on such Interest
Determination Date.
DETERMINATION OF LIBOR. The interest rate payable with respect to
this Security shall be calculated with reference to LIBOR and the Spread
or Spread Multiplier, if any, specified on the face hereof. "LIBOR" will
be determined with respect to each Interest Determination Date specified
on the face hereof by the Calculation Agent in accordance with the
following provisions: On each LIBOR Interest Determination Date, LIBOR
will be determined on the basis of the offered rate for deposits in U.S.
dollars having the Index Maturity specified in the applicable Pricing
Supplement, commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date, which appears on the
Telerate Page 3750 as of 11:00 A.M., London time, on that LIBOR Interest
Determination Date. If such rate does not so appear on the Telerate page
3750, the rate in respect of such LIBOR Interest Determination Date will
be determined on the basis of the rates at which deposits in U.S. dollars
are offered by four major banks in the London interbank market, selected
by the Calculation Agent at approximately 11:00 A.M., London time, on the
LIBOR Interest Determination Date next preceding the relevant Interest
Reset Date, to prime banks in the London interbank market for a period of
the Index Maturity commencing on that Interest Reset Date and in a
principal amount equal to an amount not less than $1,000,000 that is
representative for a single transaction in such market at such time. In
such case, the Calculation Agent will request the principal London office
of each of the aforesaid major banks to provide a quotation of such rate.
If at least two such quotations are provided in respect of such LIBOR
Interest Determination Date, the rate for that Interest Reset Date will be
the arithmetic mean of the quotations, and, if fewer than two quotations
are provided as requested in respect of such LIBOR Interest Determination
Date, the rate for that Interest Reset 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 (which may include one or more of the Agents or
their affiliates), at approximately 11:00 A.M., New York City time, on
that LIBOR Interest Determination Date for loans in U.S. dollars to
leading European banks for a period of the Index Maturity commencing on
that Interest Reset Date and in a principal amount equal to an amount not
less than $1,000,000 that is representative for a single transaction in
such market at such time; provided, however, if the aforesaid rate cannot
be determined by the Calculation Agent, LIBOR in respect of such LIBOR
Interest Determination Date will be LIBOR then in effect on such LIBOR
Interest Determination Date.
"Telerate Page 3750" means the display page so designated on the Dow
Xxxxx Telerate Service (or such other page as may replace that page on
that service, or such other service as may be nominated as the information
vendor, for the purpose of displaying rates or prices relating to LIBOR).
DETERMINATION OF TREASURY RATE. The interest rate payable with
respect to this Security shall be calculated by the Calculation Agent with
reference to the Treasury Rate and
the Spread or Spread Multiplier, if any, specified on the face hereof.
"Treasury Rate" means, with respect to each Interest Determination Date
specified on the face hereof, the rate for the most recent auction of
direct obligations of the United States ("Treasury bills") having the
Index Maturity specified on the face hereof 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 Calculation Date pertaining to such Interest Determination
Date, the Treasury Rate will be the auction average rate, expressed as a
Bond Equivalent Yield (calculated as described below), for such auction as
otherwise announced by the United States Department of the Treasury. If
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 Yield, 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 leading primary United
States government securities dealers 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 the dealers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate with respect to such Interest Determination
Date will be the Treasury Rate in effect on such Interest Determination
Date.
"Bond Equivalent Yield" shall be a yield (expressed as a percentage
rounded to the next higher one-hundred thousandth of a percentage point)
calculated in accordance with the following formula:
D x N
Bond Equivalent Yield = ------------- x 100
360 - (D x M)
where "D" refers to the per annum rate for Treasury bills, quoted on a
bank-discount basis and expressed as a decimal; "N" refers to the actual
number of days in the year for which interest is being calculated; and "M"
refers to the actual number of days in the interest period for which
interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE. The interest
rate payable with respect to this Security shall be calculated by the
Calculation Agent with reference to the Federal Funds Rate and the Spread
or Spread Multiplier, if any, specified on the face hereof. "Federal Funds
Rate" means, with respect to each Interest Determination Date specified on
the face hereof, the rate on that day for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if not so
published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Federal Funds
Rate for such Interest Determination Date will be the rate on such
Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/ Effective Rate". If such rate is not yet published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Interest Determination Date, then the Federal Funds Rate for such
Interest Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean (rounded to the nearest one-hundred
thousandth of a percentage point) of the rates prior to 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 transactions in The City of New York selected by the
Calculation Agent; provided, however, that if the brokers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate with respect to such Interest
Determination Date will be the Federal Funds Rate in effect on such
Interest Determination Date.
DETERMINATION OF CD RATE. The interest rate payable with respect to
this Security shall be calculated by the Calculation Agent with reference
to the CD Rate and the Spread or Spread Multiplier, if any, specified on
the face hereof. "CD Rate" means, with respect to each Interest
Determination Date, the rate on such date for negotiable certificates of
deposit having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading "CDs (Secondary Market)" 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 CD Rate will be the
rate on such Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Certificates of Deposit". If such
rate is not published by 3:00 P.M., New York City time, on such
Calculation Date, then the CD Rate on such Interest Determination Date
will be calculated by the Calculation
Agent and will be the arithmetic mean (each as rounded to the nearest
one-hundred thousandth of a percentage point) of the secondary market
offered rates as of the opening of business, New York City time, on such
Interest Determination Date, of three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent for negotiable certificates of deposit
of major United States money market banks of the highest credit standing
(in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity specified on the face hereof in a
denomination of U.S. $5,000,000; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the CD Rate with respect to such Interest
Determination Date will be the CD Rate in effect on such 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, shown on the face hereof. The Calculation Agent
shall calculate the interest rate on this Security in accordance with the
foregoing on or before each Calculation Date and shall promptly thereafter
notify the Company and the Trustee of such interest rate. Any such
calculation by the Calculation Agent shall be conclusive and binding on
the Company, the Trustee and the Holder of this Security, absent manifest
error.
The Calculation Agent will, upon the request of the Holder of this
Security, provide to such Holder the interest rate hereon then in effect
and, if determined, the interest rate which will become effective as of
the next Interest Reset Date.
If any Interest Payment Date specified on the face hereof would
otherwise be a day that is not a Business Day, the Interest Payment Date
shall be postponed to the next day that is a Business Day, except that if
(i) the rate of interest on this Security shall be determined in
accordance with the provisions of the heading "Determination of LIBOR"
above and (ii) such London Banking Day is in the next succeeding calendar
month, such Interest Payment Date shall be the immediately preceding
London Banking Day.
The Interest Determination Date pertaining to an Interest Reset Date
if the rate of interest on the Security shall be determined in accordance
with the provisions of the
headings "Determination of Commercial Paper Rate", "Determination of Prime
Rate", "Determination of Federal Funds Rate" or "Determination of CD Rate"
above will be the second Business Day preceding such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date if
the rate of interest on this Security shall be determined in accordance
with the provisions of the heading "Determination of LIBOR" above will be
the second London Banking Day preceding such Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date if the
rate of interest on the Security shall be determined in accordance with
the provisions of the heading "Determination of Treasury Rate" above (the
"Treasury Interest Determination Date") will be the day of the week in
which such Interest Reset Date falls on which Treasury bills would
normally be auctioned. Treasury bills are usually sold at auction on the
Monday of each week, unless that day is a legal holiday, in which case the
auction is usually 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
Treasury Interest Determination Date pertaining to the Interest Reset Date
occurring in the next succeeding week. 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 Business Day immediately following such
auction date.
The Calculation Date, if applicable, pertaining to any Interest
Determination Date shall be the tenth calendar day after such Interest
Determination Date, or if any such day is not a Business Day, the next
succeeding Business Day.
Interest payments for this Security will include interest accrued to
but excluding the Interest Payment Date; provided, however, that if the
interest rate with respect to this Security is reset 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 from but excluding the second preceding Regular Record Date, or
from and including the date of issue, if no interest has been paid with
respect to such Note, to and including the next preceding Regular Record
Date. Accrued interest hereon from and including the Original Issue Date,
or from but excluding the last date to which interest hereon has been paid
or duly provided for, as the case may be, will be an amount calculated by
multiplying the face amount hereof by an accrued interest factor. Such
accrued
interest factor will be computed by adding the interest factor calculated
for each day from and including the Original Issue Date, or from but
excluding the last date to which interest shall have been paid or duly
provided for, as the case may be, to and including the date for which
accrued interest is being calculated. The interest factor (expressed as a
decimal rounded upwards, if necessary, to the next higher one-hundred
thousandth of a percentage point) for each such day will be computed by
dividing the interest rate (expressed as a decimal rounded upwards, if
necessary, to the next higher one-hundred thousandth of a percentage
point) applicable to such day by 360, in the case of the Commercial Paper
Rate, LIBOR, the Federal Funds Rate or the CD Rate, or by the actual
number of days in the year, in the case of the Treasury Rate or the Prime
Rate. The interest factor for Floating Rate Notes for which two or more
interest rate formulae are applicable will be calculated in the same
manner as if only the lowest, highest or average of, as the case may be,
such interest rate formulae applied.
Subject to a number of important qualifications and exceptions set
forth in the Indenture, the Indenture provides that neither the Company
nor any Subsidiary (as defined in the Indenture) will (i) issue, assume or
guarantee any notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed secured by a mortgage, lien, pledge or
other encumbrance upon any real or personal property located in the
continental United States of America without effectively providing that
the Securities will be secured equally and ratably with (or, at the option
of the Company, prior to) such indebtedness so long as such indebtedness
shall be so secured or (ii) enter into any Sale and Lease-Back
Transactions (as defined in the Indenture).
The Indenture also provides that the Company at its option (a) will
be Discharged (as such term is defined in the Indenture) from any and all
obligations in respect of the Securities (except for certain obligations
to register the transfer or exchange of Securities, replace stolen, lost
or mutilated securities, maintain paying agencies and hold moneys for
payment in trust) or (b) need not comply with certain restrictive
covenants of the Indenture, if there is deposited with the Trustee, in the
case of Securities denominated in U.S. dollars, U.S. Government
Obligations (as defined in the Indenture) or, in the case of Securities
denominated in a foreign currency, Foreign Government Securities (as
defined in the Indenture), which through the payment of interest thereon
and principal thereof in
accordance with their terms will provide money or a combination of money
and U.S. Government Obligations or Foreign Government Securities, as the
case may be, in an amount sufficient to pay in the currency, currencies or
currency unit or units in which the Securities are payable, all the
principal, premium, if any, and interest on, the Securities on the dates
such payments are in accordance with the terms of the Securities.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
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 66 2/3% 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
Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration or transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to this series, the
Holders of not less than 25% in principal amount of the Outstanding
Securities of this series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such proceeding as
trustee, the Trustee shall not have received from the Holders of a
majority in principal amount of the Outstanding Securities of this series
a direction inconsistent with such request and the Trustee shall have
failed to institute such proceeding within 60 days; provided, however,
that such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal, premium, if any,
or interest on this Security on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company which is absolute and unconditional, to pay the principal,
premium, if any, and interest on this Security at the times, places and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of
transfer at the corporate trust office of the Trustee or such other office
or agency as may be designated by the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of
this Series and of like tenor, of authorized denominations and with like
terms and conditions and for the same aggregate principal amount will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form,
without coupons, in denominations of $1,000 and any integral multiple of
$1,000 in excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor of a different authorized denomination and with
like terms and conditions, as requested by the Holder surrendering the
same.
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 other governmental charge payable in
connection therewith.
Prior to due presentment of this Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
----------------
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 UNIF GIFT MIN ACT-............Custodian...........
in common (Cust) (Minor)
TEN ENT-as tenants Under Uniform Gifts to Minors Act
by the entireties
JT TEN-as joint tenants ..................................
with right of (State)
survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above
list.
----------------------
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 TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________________ attorney
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________________ ________________________________
Signature
