NOTE NUMBER AGENT'S NAME
XXXXX XXXXXX GROUP INC.
____________________________________________________________
PRINCIPAL AMOUNT SETTLEMENT DATE TRADE DATE
U.S.$ (ORIGINAL ISSUE DATE)
_______________________________________________________________________________________
MATURITY DATE TRUSTEE'S CUST. NO. INTEREST RATE BASIS TAXPAYER ID OR TRANSFERRED
SOC. SEC. NO.
OF PURCHASER
________________________________________________________________________________
NAME AND ADDRESS OF REGISTERED OWNER MEDIUM-TERM
NOTE
PROGRAM
CHEMICAL BANK
TRUSTEE
________________________________________________________________________________
CUSTOMER'S RETAIN FOR THE TIME OF THE PLEASE SIGN AND SEE
COPY TAX PURPOSES TRANSACTION WILL RETURN ENCLOSED REVERSE SIDE
BE FURNISHED UPON RECEIPT
REQUEST OF THE
CUSTOMER
________________________________________________________________________________
--------------------------------------------------------------------------------
REGISTERED REGISTERED
XXXXX XXXXXX GROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES C
Due from Nine Months to 30 Years from Date of Issue
(Floating Rate)
No. U.S.$
CUSIP NO.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD
TO MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED
UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED SOLELY
FOR PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
ISSUE PRICE: ORIGINAL ISSUE BUSINESS DAY
DISCOUNT SECURITY: CENTERS:
[ ] YES [ ] NO
REGULAR RECORD DATES: OPTIONAL PAYMENT OF
REDEMPTION: ADDITIONAL AMOUNTS:
[ ] YES [ ] NO [ ] YES [ ] NO
2
INTEREST PAYMENT REDEMPTION DATES: OPTION TO ELECT
DATES: REPAYMENT:
[ ] YES [ ] NO
TOTAL AMOUNT OF OID: REDEMPTION PRICES: REPAYMENT DATES:
YIELD TO MATURITY: GLOBAL SECURITY: REPAYMENT PRICES:
[ ] YES [ ] NO
INITIAL ACCRUAL PERIOD DEPOSITARY: CALCULATION AGENT:
OID:
INTEREST RATE BASIS: MAXIMUM RATE: MINIMUM RATE:
SPREAD: SPREAD MULTIPLIER: INDEX MATURITY:
INTEREST RESET DATES: INTEREST DETERMINA- LIBOR BASIS:
TION DATES (IF OTHER [ ] Telerate Screen
THAN AS SPECIFIED ON Page 3750
THE REVERSE HEREOF): [ ] Reuters Screen
LIBO Page
OTHER TERMS:
XXXXX XXXXXX GROUP INC., a Delaware corporation
(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 from and including the Original Issue Date shown
above or from and including the last date in respect of
which interest has been paid or provided for, as the case
may be. Interest will be paid on the Interest Payment Dates
shown above, commencing with the first such Interest Payment
Date following the Original Issue Date shown above, at a
rate determined in accordance with the provisions on the
reverse hereof until the principal hereof is paid or made
available for payment. 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 specified above (whether
or not a Business Day) next preceding such Interest Payment
Date, except that in the case of a Security with an Original
Issue Date that is after a Regular Record Date and before
the next following Interest Payment Date, interest payable
3
on such Interest Payment Date will be paid to the Person in
whose name such Security was initially registered on the
Original Issue 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
whereof to 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. If
this Security is not a Global Security, payments of interest
on this Security (other than interest payable at Maturity)
will be made by mailing a check to the person entitled
thereto at its address appearing in the Security Register
for the Securities on the applicable Regular Record Date.
Notwithstanding the foregoing, at the option of the Company
such payments may be made by wire transfer of immediately
available funds to an account with a bank located in the
continental United States (or other jurisdiction acceptable
to the Company and the Trustee), but only if appropriate
payment instructions have been received in writing by the
Trustee not less than 5 Business Days prior to the
applicable Interest Payment Date. Payments of principal of,
premium, if any, and interest will be made in immediately
available funds, if at maturity or upon earlier redemption,
then on the Maturity Date or the date fixed for redemption,
as applicable, upon surrender of this Security 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 "Notes Office"), provided that this Security
is presented to such office in time for the Trustee to make
such payments in such funds in accordance with its normal
procedures, and if upon early repayment, then on the
applicable Repayment Date, provided that the Holder shall
have complied with the requirements for repayment set forth
on the reverse hereof. If this Security is a Global
Security, the Depositary will be paid as agreed by the
4
Company, the Trustee and the Depositary and beneficial
owners hereof will be paid in accordance with the
Depositary's and its participants' procedures in effect from
time to time. "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 early repayment or otherwise.
If the registered owner of this Security (as
indicated above) is the Depositary or a nominee of the
Depositary, this Security is a Global Security and the
following legend is applicable: UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY 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 OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
If the registered owner of this Security is The
Depository Trust Company or a nominee of The Depository
Trust Company, then 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 owner hereof, CEDE & CO., has
an interest herein.
REFERENCE IS XXXXXX MADE TO THE FURTHER PROVISIONS
OF THIS SECURITY SET FORTH IN FULL 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.
5
Dated: XXXXX XXXXXX GROUP INC.
By___________________________
Title:
[Seal] Attest:
________________________
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:
CHEMICAL BANK
As Trustee
By_____________________________
Authorized Officer
6
XXXXX XXXXXX GROUP INC.
MEDIUM-TERM SENIOR NOTE, SERIES C
Due from Nine Months to 30 Years
from Date of Issue
(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 March 15, 1988, as amended by a First
Supplemental Indenture dated as of September 22, 1989, and
by a Second Supplemental Indenture dated as of March 22,
1991 (such Indenture, as so supplemented, is herein called
the "Indenture"), between the Company and Chemical Bank, 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.
If so specified on the face hereof, the Company
will, subject to the limitations and exceptions set forth
below, pay to a Holder of this Security who is a United
States Alien (as defined below) such additional amounts
("Additional Amounts") as may be necessary in order that
every net payment of the principal of, premium, if any, and
interest on this Security, after deduction or withholding by
the Company, the Trustee or any of the Company's paying
agents for or on account of any present or future tax,
assessment or other governmental charge imposed upon such
Holder with respect to or as a result of such payment by the
United States or any political subdivision or taxing
authority thereof or therein, will not be less than the
amount provided herein to be then due and payable. However,
the Company shall not be required to make any such payment
of Additional Amounts for or on account of:
(a) any tax, assessment or other governmental
charge that would not have been imposed but for (i) the
existence of any present or former connection between
7
such Holder (or between a fiduciary, settlor or
beneficiary of, or a person holding a power over, such
Holder, if such Holder is an estate or a trust, or
between a member or shareholder of such Holder, if such
Holder is a partnership or corporation) and the United
States, including, without limitation, such Holder (or
such fiduciary, settlor, beneficiary, person holding a
power, member or shareholder) being or having been a
citizen or resident or treated as a resident thereof or
being or having been engaged in a trade or business
therein or being or having been present therein or
having or having had a permanent establishment therein,
or (ii) such Xxxxxx's present or former status as a
domestic or foreign personal holding company, a passive
foreign investment company or a controlled foreign
corporation, a private foundation or other tax-exempt
organization for United States Federal income tax
purposes or a corporation that accumulates earnings to
avoid United States Federal income tax;
(b) any tax, assessment or other governmental
charge that would not have been so imposed but for the
presentation by the Holder of this Security for payment
on a date more than 15 days after the date on which
such payment became due and payable or the date on
which payment thereof was duly provided for, whichever
occurs later;
(c) any estate, inheritance, gift, sales,
transfer, excise or personal property tax or any
similar tax, assessment or other governmental charge;
(d) any tax, assessment or other governmental
charge that would not have been imposed but for the
failure to comply with certification, information,
documentation or other reporting requirements
concerning the nationality, residence, identity or
connection with the United States of the Holder or
beneficial owner of this Security, if such compliance
is required by statute or by regulation of the United
States or any taxing authority thereof as a
precondition to relief or exemption from such tax,
assessment or other governmental charge;
(e) any tax, assessment or other governmental
charge that is (i) payable otherwise than by deduction
or withholding from payments of principal of or
premium, if any, or interest on this Security or
8
(ii) required to be deducted or withheld by any paying
agent from any such payment, if (and only if) such
payment can be made without such deduction or
withholding by any other paying agent;
(f) any tax, assessment or other governmental
charge imposed on interest received by a person
holding, actually or constructively, 10 percent or more
of the total combined voting power of all classes of
stock of the Company entitled to vote (taking into
account the applicable attribution of ownership rules
under Section 871(h)(3) of the Internal Revenue Code of
1986, as amended (the "Code")) or that is a controlled
foreign corporation related to the Company (directly or
indirectly) through stock ownership; or
(g) any combination of items (a), (b), (c), (d),
(e) and (f);
nor will Additional Amounts be paid with respect to payment
of the principal of or premium, if any, or interest on this
Security to any United States Alien that is a fiduciary or
partnership or to a person other than the sole beneficial
owner of this Security to the extent that a beneficiary or
settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner would not have been
entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the Holder of this
Security.
The Company, at its option, may redeem this
Security as a whole, but not in part, at any time that this
Security is registered in the name of a United States Alien,
on giving not less than 30 nor more than 45 days' notice to
the registered Holder hereof by mail in accordance with the
provisions of the Indenture (which notice shall be
irrevocable), at a redemption price equal to the principal
amount hereof (or, in the case of an Original Issue Discount
Security, the amount specified on the face hereof), together
with accrued interest to the redemption date, if the Company
determines that the Company has or will become obligated to
pay Additional Amounts on this Security on the next
succeeding Interest Payment Date as a result of any change
in, or amendment to, the laws (or any regulations or rulings
promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein
affecting taxation, or any change in the application or
official interpretation of such laws, regulations or rulings
9
by a taxing authority, court or regulatory agency, whether
or not rendered or taken with respect to the Company, or any
action taken by any taxing authority, court or regulatory
agency (including any change in administrative policy or
enforcement practice of such taxing authority), whether or
not taken with respect to the Company, which change or
amendment becomes effective, or action is taken, on or after
the Original Issue Date, and such obligation cannot be
avoided by the Company taking reasonable measures available
to it. Prior to giving any notice of redemption pursuant to
this paragraph, the Company shall deliver to the Trustee an
Officers' Certificate stating that the Company is entitled
to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of
the Company so to redeem have occurred, and an opinion of
independent legal counsel addressed to the Company and the
Trustee to the effect that the Company has or will become
obligated to pay such Additional Amounts as a result of such
change or amendment. Notice of the intention of the Company
to redeem this Security shall not be given earlier than 90
days prior to the earliest date that the obligation to pay
Additional Amounts would arise were a payment in respect of
this Security due on such date. From and after any
redemption date, if monies for the redemption of this
Security pursuant to this paragraph shall have been made
available for redemption on such redemption date, this
Security shall cease to bear interest and the only right of
the Holder of this Security shall be to receive payment of
the redemption price of this Security and all unpaid
interest accrued to such redemption date. For purposes of
this paragraph, the Trustee may rely on an Officers'
Certificate as to whether the registered Holder hereof is a
United States Alien.
The term "United States Alien" means any person
who, for United States Federal income tax purposes, is a
foreign corporation, a nonresident alien individual, a
nonresident alien fiduciary of a foreign estate or trust, or
a foreign partnership, one or more of the members of which
is, for United States Federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident
alien fiduciary of a foreign estate or trust.
If so specified on the face hereof, the Company
may at its option redeem this Security in whole or from time
to time in part on the date or dates designated as
Redemption Dates on the face hereof at the Redemption Price
or Redemption Prices designated on the face hereof, together
10
with accrued interest to the date of redemption. The
Company may exercise such option by mailing or causing the
Trustee to mail a notice of such redemption at least 30 but
not more than 45 days prior to the date of redemption. In
the event of redemption of this Security in part only, a new
Security or Securities of like tenor and with the same terms
and conditions for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the
cancellation hereof. If less than all of the Securities
having the same terms (except as to principal amount and
date of issuance) as this Security are to be redeemed, the
Securities to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and
appropriate and otherwise as provided under the Indenture.
If so specified on the face hereof, this Security
will be repayable prior to the Maturity Date at the option
of the Holder on the date or dates or under the
circumstances designated as Repayment Dates on the face
hereof at the Repayment Price or Repayment Prices designated
on the face hereof together with accrued interest to the
date of repayment. In order for this Security to be repaid,
the Trustee must receive at the Notes Office at least 30 but
not more than 45 days prior to the applicable Repayment Date
(a) appropriate wire instructions and (b) either (i) this
Security with the form below entitled "Option to Elect
Repayment" duly completed or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national
securities exchange or the National Association of
Securities Dealers, Inc., or a commercial bank or trust
company in the United States or any other "eligible
guarantor institution" (as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended) setting forth the name of the Holder of this
Security, the principal amount of this Security, the portion
of the principal amount of this Security to be repaid, the
certificate number or a description of the tenor and terms
of this Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that
this Security with the form below entitled "Option to Elect
Repayment" duly completed will be received by the Trustee
not later than five Business Days after the date of such
telegram, telex, facsimile, transmission or letter. If the
procedure described in clause (ii) of the preceding sentence
is followed, this Security with such form duly completed
must be received by the Trustee by such fifth Business Day.
Any tender of this Security for repayment shall be
irrevocable. The repayment option may be exercised by the
11
Holder of this Security for less than the entire principal
amount of this Security provided that the principal amount
of the Security remaining outstanding after repayment is an
authorized denomination. Upon such partial repayment this
Security shall be cancelled and a new Security or Securities
of like tenor and with the same terms and conditions for the
remaining principal amount hereof shall be issued in the
name of the Holder of this Security or as otherwise
specified in the form entitled "Option to Elect Repayment".
After exercise of the repayment option, no transfer or
exchange of this Security (or, if this Security is to be
repaid in part, the portion hereof to be repaid) will be
permitted. All questions as to the validity, eligibility
(including time of receipt) and acceptance of this Security
for repayment will be determined by the Company, whose
determination will be final, binding and non-appealable.
The Indenture provides that, with certain limited
exceptions, the Company will not, nor will it permit any
Restricted Subsidiary (as defined in the Indenture) to,
pledge as security for any loan the capital stock or
indebtedness of any Restricted Subsidiary or create, incur,
assume or permit to exist any lien on any property or asset
of the Company.
The interest rate in effect with respect to this
Security from and including the Original Issue Date to but
excluding the first Interest Reset Date specified on the
face hereof following the Original Issue Date will be the
Initial Interest Rate specified on the fact hereof;
provided, however, that if the interest rate hereon is reset
-------- -------
daily or weekly and this Security was originally issued
between a Regular Record Date and an Interest Payment Date,
the Initial Interest Rate shall be the rate for the period
from and including the Original Issue Date to but excluding
the first Interest Reset Date on or after the first Interest
Payment Date specified above following the Original Issue
Date. Commencing with the first Interest Reset Date
following the Original Issue Date or the first Interest
Reset Date on or after the first Interest Payment Date, as
applicable, the rate at which interest on this Security is
payable shall be adjusted on each Interest Reset Date;
provided, however, that the interest rate in effect hereon
-------- -------
for the 10 days immediately prior to Maturity shall be that
in effect on the 10th day preceding such Maturity. Each
such adjusted rate shall be applicable on and after the
Interest Reset Date to which it relates to but excluding the
next succeeding Interest Reset Date or until Maturity. If
12
any Interest Reset Date specified on the face hereof would
otherwise be a day that is not a Business Day (as
hereinafter defined), such Interest Reset Date shall be
postponed to the next day that is a Business Day, except
that, if the Interest Rate Basis specified on the face
hereof is LIBOR, then if such next Business Day is in the
next succeeding calendar month, such Interest Reset Date
shall be the next preceding Business Day. Subject to
applicable provisions of law and except as specified herein,
if the Interest Rate Basis specified on the face hereof is
the Commercial Paper Rate, Prime Rate, Federal Funds Rate,
LIBOR or the Treasury Rate, then the rate of interest on
this Security on and after each Interest Reset Date on which
an adjustment is made shall be the rate determined in
accordance with the provisions of the applicable heading
below.
DETERMINATION OF COMMERCIAL PAPER RATE. If the
Interest Rate Basis specified on the face hereof is the
Commercial Paper Rate, then the interest rate on this
Security with respect to each Interest Reset Date shall be
calculated by the Calculation Agent and shall be the
Commercial Paper Rate on the Interest Determination Date
pertaining to such Interest Reset Date, plus or minus the
Spread, if any, or multiplied by the Spread Multiplier, if
any, specified on the face hereof. "Commercial Paper Rate"
means, with respect to each such Interest Determination
Date, 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 prior to 9:00 A.M., New York City time, on the
Calculation Date (as defined below) pertaining to such
Interest Determination Date, then the Commercial Paper Rate
shall 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" or any successor publication of the Federal
Reserve Bank of New York ("Composite Quotations") under the
heading "Commercial Paper". If by 3:00 P.M., New York City
time, on such Calculation Date such rate is not yet
published in Composite Quotations, the rate for that
13
Interest Determination Date shall be calculated by the
Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates, as of 11:00 A.M., New
York City time, on that Interest Determination Date, of
three leading dealers of commercial paper in The City of New
York selected by the Calculation Agent for commercial paper
of the Index Maturity specified on the face hereof placed
for an industrial issuer whose bond rating is "AA", or the
equivalent, from at least one 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) 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. If the Interest Rate
Basis specified on the face hereof is the Prime Rate, then
the interest rate on this Security with respect to each
Interest Reset Date shall be calculated by the Calculation
Agent and shall be the Prime Rate on the Interest
Determination Date pertaining to such Interest Reset Date,
plus or minus the Spread, if any, or multiplied by the
Spread Multiplier, if any, specified on the face hereof.
"Prime Rate" means, with respect to each such Interest
Determination Date, the arithmetic mean of the prime or base
rates quoted on the basis of the actual number of days in
the year divided by 360 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
quotations provided, if any, together with the rates
furnished on such date in The City of New York by the
appropriate number of 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
14
at least U.S.$750 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 or trust companies
-------- -------
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 FEDERAL FUNDS RATE. If the
Interest Rate Basis specified on the face hereof is the
Federal Funds Rate, then the interest rate on this Security
with respect to each Interest Reset Date shall be calculated
by the Calculation Agent and shall be the Federal Funds Rate
on the Interest Determination Date pertaining to such
Interest Reset Date, plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, specified on
the face hereof. "Federal Funds Rate" means, with respect
to each such Interest Determination Date, the rate on such
date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if not so published
by 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Federal
Funds Rate will be the interest 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 in Composite Quotations by 3:00
P.M., New York City time, on such Calculation Date, the
Federal Funds Rate for such Interest Determination Date will
be the rate on such date made publicly available by the
Federal Reserve Bank of New York which is equivalent to the
rate which appears in H.15(519) under the heading "Federal
Funds (Effective)"; provided, however, that if such rate is
-------- -------
not made publicly available by the Federal Reserve Bank of
New York by 9:00 A.M., New York City time, on such
Calculation Date, the Federal Funds Rate will be the Federal
Funds Rate in effect on such Interest Determination Date.
DETERMINATION OF LIBOR. If the Interest Rate
Basis specified on the face hereof is LIBOR, then the
interest rate on this Security with respect to each Interest
Reset Date shall be calculated by the Calculation Agent and
shall be LIBOR on the Interest Determination Date pertaining
to such Interest Reset Date, plus or minus the Spread, if
any, or multiplied by the Spread Multiplier, if any,
specified on the face hereof. "LIBOR" will be determined
with respect to each such Interest Determination Date by the
Calculation Agent in accordance with the following
provisions:
15
LIBOR will be determined on the basis of either
(a) if the LIBOR Basis specified on the face hereof is
Telerate Screen Page 3750, the rate for deposits in
U.S. dollars having the Index Maturity specified on the
face hereof, commencing on the second London Banking
Day (as defined below) immediately following such
Interest Determination Date, which appears on Telerate
Screen Page 3750 (as defined below) as of 11:00 A.M.,
London time, on such Interest Determination Date, if
such rate appears on Telerate Screen Page 3750, or
(b) if the LIBOR Basis specified on the face hereof is
the Reuters Screen LIBO Page, the arithmetic mean, as
determined by the Calculation Agent, of the offered
rates for deposits in U.S. dollars of not less than
$1,000,000 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 Reuters Screen LIBO 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 Reuters Screen LIBO Page.
"Telerate Screen Page 3750" means the display
designated as page "British Bankers Assoc. Interest
Settlement Rates" on the Telerate system, page 3750 (or
such other page or pages as may replace such page on
the system for the purpose of displaying such rates).
"Reuters Screen LIBO Page" means the display designated
as page "LIBO" on the Reuters Monitor Money Rates
Service (or such other page or pages as may replace the
LIBO page on that service for the purpose of displaying
London interbank offered rates of major banks). If no
rate appears on Telerate Page 3750 or if fewer than two
offered rates appear on the Reuters Screen LIBO Page,
as applicable, LIBOR for such Interest Determination
Date will be determined as described in the following
paragraph. If neither Telerate Screen Page 3750 nor
the Reuters Screen LIBO Page is specified on the face
hereof as the LIBOR Basis, LIBOR will be determined as
if Telerate Screen Page 3750 had been specified.
With respect to an Interest Determination Date on
which no rate appears on Telerate Page 3750 as
described in (a) in the preceding paragraph, if the
LIBOR Basis specified on the face hereof is Telerate
Screen Page 3750, or on which fewer than two offered
rates appear on the Reuters Screen LIBO Page as
described in (b) in the preceding paragraph, if the
LIBOR Basis specified on the face hereof is the Reuters
16
Screen LIBO Page, LIBOR will be determined on the basis
of the rates at approximately 11:00 A.M., London time,
on such Interest Determination Date at which deposits
in U.S. dollars 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 equal to an amount of
not less than U.S.$1,000,000 that in the Calculation
Agent's judgment is representative for a single
transaction in such market at such time, are offered to
prime banks in the London interbank market by four
major banks in the London interbank market selected by
the Calculation Agent. The Calculation Agent will
request the principal London office of each of such
banks to provide a quotation of its rate. If at least
two such quotations are provided, LIBOR for such
Interest Determination Date will be the arithmetic mean
of such quotations. If fewer than two quotations are
provided, LIBOR for such Interest Determination Date
will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., New York City time, on such
Interest Determination Date by three major banks in The
City of New York, selected by the Calculation Agent,
for loans in U.S. dollars to leading European banks
having the specified Index Maturity commencing on the
second London Banking Day immediately following such
Interest Determination Date and in a principal amount
equal to an amount of not less than U.S.$1,000,000 that
in the Calculation Agent's judgment is representative
for a single transaction in such market at such time;
provided, however, that if the banks selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR with respect to such
Interest Determination Date will be LIBOR in effect on
such Interest Determination Date.
DETERMINATION OF TREASURY RATE. If the Interest
Rate Basis specified on the face hereof is the Treasury
Rate, then the interest rate on this Security with respect
to each Interest Reset Date shall be calculated by the
Calculation Agent and shall be the Treasury Rate on the
Interest Determination Date pertaining to such Interest
Reset Date, plus or minus the Spread, if any, or multiplied
by the Spread Multiplier, if any, specified on the face
hereof. "Treasury Rate" means, with respect to each such
Interest Determination Date, the rate for the most recent
auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified on
17
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 9:00 A.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) for such auction as otherwise made available 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 made available 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 (or on the preceding
Friday, if applicable), 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 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 will be the
Treasury Rate in effect on such Interest Determination Date.
Unless otherwise specified on the face hereof, the
Interest Determination Date pertaining to an Interest Reset
Date for this Security will be, if the Interest Rate Basis
for this Security is the Commercial Paper Rate or the Prime
Rate, the second New York Business Day (as defined below)
preceding such Interest Reset Date; if the Interest Rate
Basis for this Security is LIBOR, the second London Banking
Day preceding such Interest Reset Date; if the Interest Rate
Basis for this Security is the Federal Funds Rate, the first
New York Business Day preceding such Interest Reset Date;
and if the Interest Rate Basis for this Security is the
Treasury Rate, 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
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 the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will
18
be the 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
such a Note, then such Interest Reset Date shall instead be
the first New York Business Day immediately following such
auction date. The "Calculation Date" pertaining to any
Interest Determination Date will be the earlier of (i) the
tenth day after such Interest Determination Date or, if any
such day is not a New York Business Day, the next succeeding
New York Business Day and (ii) the New York Business Day
next preceding the relevant Interest Payment Date or
Maturity, as the case may be.
All percentages resulting from any calculations on
this Security 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 upward) and
all currency amounts used in or resulting from such
calculations will be rounded, if necessary, to the nearest
one-hundredth of a unit (with .005 of a unit being rounded
upward).
Notwithstanding the foregoing, the interest rate
hereon shall not be greater than the Maximum Rate, if any,
or less than the Minimum Rate, if any, shown on the face
hereof. In addition, 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. 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.
Interest payments on each Interest Payment Date
for this Security and at Maturity will include interest
accrued from and including the later of the Original Issue
Date or the most recent date to which interest has been paid
or provided for to but excluding such Interest Payment Date
19
or to but excluding Maturity. Notwithstanding the
foregoing, if the interest rate hereon is reset daily or
weekly, interest payable on any Interest Payment Date or at
Maturity will include interest accrued from and including
the later of the Original Issue Date hereof and the day
following the most recent Regular Record Date to which
interest hereon has been paid or provided for to and
including the next preceding Regular Record Date or Maturity
except that, if this Security was issued between a Regular
Record Date and the next succeeding Interest Payment Date,
interest paid on such Interest Payment Date will include
interest accrued from and including such Original Issue Date
to but excluding such Interest Payment Date, and interest
paid on the Interest Payment Date following such Interest
Payment Date will include interest accrued from and
including such Interest Payment Date (or from and including
such Original Issue Date, if interest was not paid or
provided for on such Interest Payment Date) to and including
the Regular Record Date following such Interest Payment
Date. Accrued interest hereon from the Original Issue Date
or from the last date to which interest hereon has been paid
or provided for, as the case may be, 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 from the Original Issue Date or from the last date
to which interest shall have been paid or provided for, as
the case may be, to the date for which accrued interest is
being calculated. The interest factor (expressed as a
decimal) for each such day shall be computed by dividing the
interest rate (expressed as a decimal) applicable to such
day by 360, if the Interest Rate Basis specified on the face
hereof is a Commercial Paper Rate, Prime Rate, Federal Funds
Rate or LIBOR, or the actual number of days in the year, if
the Interest Rate Basis specified on the face hereof is the
Treasury Rate.
Any payment of principal of (and premium, if any)
or interest required to be made on this Security on a day
which is not a Business Day need not be made on such day,
but may be made on the next day which is such a Business Day
with the same force and effect as if made on such day, and
no interest shall accrue as a result of such delayed
payment, except that, if the Interest Rate Basis specified
on the face hereof is LIBOR, then if such next Business Day
is in the next succeeding calendar month, such payment shall
be made on the immediately preceding Business Day.
"Business Day" means each day, other than a Saturday or
2O
Sunday, that is (i) not a day on which banking institutions
in the Business Day Centers specified on the face hereof are
authorized or obligated by law or executive order to close
and (ii) if the Interest Rate Basis specified on the face
hereof is LIBOR, a London Banking Day. As used herein,
"London Banking Day" shall mean any day on which dealings in
deposits in U.S. dollars are transacted in the London
interbank market. "New York Business Day", as used herein,
shall mean each day, other than a Saturday or Sunday, that
is not a day on which banking institutions in The City of
New York are authorized or obligated by law or executive
order to close.
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.
Any terms or conditions of this Security ("Other
Terms") specified on the face hereof under "Other Terms"
shall apply to this Security. In the event of any conflict
between any Other Terms and any other terms or conditions of
this Security, the Other Terms shall control.
Notwithstanding anything herein to the contrary,
if this Security is an Original Issue Discount Security, the
amount payable in the event of acceleration following an
Event of Default prior to the Maturity Date hereof in lieu
of the principal amount due at the Maturity Date hereof
shall be the Amortized Face Amount of this Security as of
the date of declaration of acceleration. The "Amortized
Face Amount" of this Security shall be an 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) at the date as of
which the Amortized Face Amount is calculated, but in no
event shall the Amortized Face Amount of this Security
exceed its principal amount.
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
21
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 to waive 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 of 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 of (and 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 of (and premium, if
any) and interest on this Security at the times, places and
rates, 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 to
the Security Registrar at the Notes Office duly endorsed by,
22
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 having the same 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 U.S.
$100,000 and any integral multiple of U.S.$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
different authorized dominations and having the same 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 and are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.
23
OPTION TO ELECT REPAYMENT
The undersigned owner of this Security hereby
irrevocably elects to have the Company repay the principal
amount of this Security or portion hereof below designated
at the applicable Repayment Price indicated on the face
hereof plus interest accrued to the applicable Repayment
Date.
Dated:______________
____________________
Signature
Sign exactly as name appears
on the front of this Security
[SIGNATURE GUARANTEE -
required only if Securities
are to be issued and delivered
to other than the registered
holder]
Principal amount to be Fill in for
repaid, if amount to be registration of
repaid is less than the Securities if to be
principal amount of this issued otherwise than
Security (principal amount to registered holder:
remaining must be an
authorized denomination)
Name:_________________
U.S.$______________
Address:______________
______________
(Please print
name and address
including zip
code)
SOCIAL SECURITY OR
OTHER TAXPAYER ID
NUMBER
______________________
24
---------------------
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:
UNIF GIFT MIN ACT...
TEN COM - as tenants in .........Custodian..........
common (Cust) (Minor)
TEN ENT - as tenants by Under Uniform Gifts to
the entireties Minors Act
JT TEN - as joint tenants
with right of
survivorship and ............................
not as tenants in (State)
common
Additional abbreviations may also be used though
not in the above list.
____________________
FOR VALUED 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
25
____________________________________________________________
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
