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Exhibit 1B
LUCENT TECHNOLOGIES INC.
Medium Term Notes, Series [ ]
FORM OF DISTRIBUTION AGREEMENT
(_________, 199_)
(Name of Agents)
(Address)
Ladies and Gentlemen:
Lucent Technologies Inc., a Delaware corporation (the "Company"),
proposes to issue and sell from time to time up to U.S. $_________ (or the
equivalent thereof in other currencies or currency units) aggregate principal
amount of its Medium Term Notes, Series [ ] (the "Notes"), as such amount shall
be reduced by the aggregate principal amount of any other debt securities and
the aggregate purchase price of any warrants issued by the Company, whether
within or without the United States (the "Other Securities"), pursuant to the
registration statement discussed in Section II hereof, or otherwise. The Notes
are to be issued under an Indenture dated as of _____________, 1996 (the
"Indenture") between the Company and ________________, Trustee (the "Trustee").
The Notes will be represented by either a global security registered in the name
of a nominee of The Depository Trust Company (the "Depository"), as Depositary
(a "Book-Entry Note"), or a certificate issued in definitive form (a
"Certificated Note"), as selected by the purchaser and agreed to by the Company
and specified in the applicable pricing supplement. Beneficial interests in
Book-Entry Notes will be shown on, and transfers thereof will be effected only
through records maintained by the Depositary and its participants. Book-Entry
Notes will not be issuable in definitive form except under the circumstances
described in the applicable prospectus supplement. The Notes shall be issued in
the currency or currency unit (the "Specified Currency") and shall have the
maturity ranges, annual interest rate (whether fixed or floating), redemption
provisions, repayment provisions and other terms set forth in the Prospectus
referred to below as it may be supplemented from time to time, including any
pricing supplement ("Pricing Supplement").
I.
Subject to the terms and conditions stated herein and subject to the
reservation by the Company of the right to sell Notes (a) directly to investors
on its own behalf or (b) through other agents, dealers or underwriters, the
Company hereby (i) appoints [agents] to act as its agents to
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solicit orders for, and to sell, all or part of the Notes during a period
beginning on the date hereof and ending when the Notes have been sold, or such
other time as the Company may specify to you in writing, and (ii) agrees that
whenever the Company determines to sell Notes directly to any of the Agents as
principal for resale to others it will enter into a Terms Agreement relating to
such sale in accordance with the provisions of Section I(b) hereof.
(a) Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, each Agent, severally and not jointly, will use its reasonable best
efforts to solicit offers to purchase the Notes upon the terms and conditions
set forth in the Prospectus as then amended or supplemented.
The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Notes. As soon as practicable, but in any
event not later than one business day in the location of each Agent concerned
after receipt of notice from the Company, the Agents will suspend solicitation
of offers of purchase Notes from the Company until such time as the Company has
advised them that such solicitation may be resumed.
Unless otherwise agreed between the Company and the Agents, the Company
agrees to pay each Agent, as consideration for soliciting the sale of any Notes,
a commission in the form of a discount equal to the following percentage of the
principal amount of each Note sold by such Agent:
Term Commission Rate
---- ---------------
[From 9 months to 1 year .125%
More than 1 year to 18 months .150%
More than 18 months to 2 years .200%
More than 2 years to 3 years .250%
More than 3 years to 4 years .350%
More than 4 years to 5 years .450%
More than 5 years to 6 years .500%
More than 6 years to 7 years .550%
More than 7 years to 10 years .600%
More than 10 years to 15 years .625%
More than 15 years to 20 years .700%
More than 20 years to 40 years .750%]
Each Agent is authorized to solicit offers to purchase Notes only in principal
amounts of U.S. $25,000 or any amount in excess thereof which is a whole
multiple of U.S. $10,000 or, if denominated in a Specified Currency other than
U.S. dollars, then the equivalent, at the noon buying rate in New York City for
cable transfers of such Specified Currency as certified for customs purposes by
the Federal Reserve _______________________ or, in the case of European Currency
Units at the rate of exchange determined by the Commission of the European
Communities (or any successor thereto) as published in the Official Journal of
the European Communities (or any successor publication), in either case on the
Business Day, as defined in the Indenture, immediately preceding the trade date
for such Notes, of U.S. $25,000 (rounded down to an integral multiple of 1,000
units of such Specified Currency) and any larger amount that is a whole multiple
of 1,000 units of such Specified Currency. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer received by it to purchase
Notes. The Company shall have the sole right to accept offers to purchase Notes
and may reject any such offer in
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whole or in part. Each Agent shall have the right to reject, in its discretion
reasonably exercised, any offer received by it to purchase the Notes in whole or
in part, and any such rejection shall not be deemed a breach of its agreements
contained herein.
(b) Purchases as Principal. Each sale of Notes to an Agent, as
principal, shall be made in accordance with the terms of this Agreement and a
separate agreement which will provide for the sale of such Notes to, and the
purchase and reoffering thereof by, such Agent. Each such separate agreement
(which shall be substantially in the form of Exhibit A hereto and which may take
the form of an exchange of any standard form to written telecommunication
between such Agent and the Company) is herein referred to as a "Terms
Agreement." An Agent's commitment to purchase Notes pursuant to any Terms
Agreement shall be deemed to have been made on the basis of the representations
and warranties of the Company herein contained and shall be subject to the terms
and conditions herein set forth. Each Terms Agreement shall specify the
principal amount of Notes to be purchased by such Agent pursuant thereto, the
price to be paid to the Company for such Notes, the Specified Currency in which
such Notes shall be denominated, on which interest is to be paid and in which
the redemption or repayment price, if any, is to be paid, the rate at which
interest will be paid on the Notes, whether such rate of interest shall be fixed
or floating and the time and place of delivery of any payment for such Notes
(the "Settlement Date"). Such Terms Agreement shall also specify any
requirements for opinions of counsel and letters from Coopers & Xxxxxxx pursuant
to Section III hereof and may also contain additional provisions relating to
defaults by underwriters and other provisions relating to termination as may be
agreed at the time between the Company and the applicable Agent.
(c) Procedures. Each Agent and the Company agree to perform the
respective duties and obligations specifically provided to be performed by them
in the Medium Term Notes, Series [ ] Administrative Procedures (attached hereto
as Exhibit B) (the "Procedures"), as amended from time to time. The Procedures
may be amended only by written agreement of the Company and the Agents.
(d) Delivery. The documents required to be delivered by Section III of
this Agreement shall be delivered on the date hereof or at such other time as
you and the Company may agree upon in writing (each a "time of closings").
(e) Other Securities. The Company agrees to notify each Agent of sales
by the Company of the Other Securities.
II.
The Company represents and warrants to each Agent that:
(a) The Company has filed with the Securities and Exchange Commission
(the "Commission") registration statement No. [ ] including a prospectus
relating to notes and warrants of the Company, including the Notes, which has
become effective under the Securities Act of 1933 (the "Act"), and has filed or
will file with, or has delivered or will deliver for filing to, the Commission a
prospectus supplement specifically relating to the Notes pursuant to Rule 424
under the Act. The term "Registration Statement" means such registration
statement, as amended to the date hereof, together with such prospectus
supplements, as amended to the date hereof. The term "Basic Prospectus" means
the prospectus, as amended, included in the Registration Statement. The term
"Prospectus" means the Basic Prospectus together with the
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prospectus supplement or supplements specifically relating to the Notes, as
filed with, or delivered for filing to, the Commission pursuant to Rule 424. The
term "preliminary prospectus" means any preliminary prospectus supplement
specifically relating to the Notes together with the Basic Prospectus. As used
herein, Registration Statement, Basic Prospectus, Prospectus and preliminary
prospectus shall include in each case the material, if any, incorporated by
reference therein.
(b) (i) Each part of the Registration Statement relating to the Notes,
filed with the Commission pursuant to the Act, when such part became effective,
did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) each Prospectus, if any, relating to any Notes,
filed pursuant to Rule 424 under the Act, complied when so filed in all material
respects with the Act and the Trust Indenture Act of 1939 (the "Trust Indenture
Act") and the applicable rules and regulations of the Commission thereunder,
(iii) the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the Act
and the Trust Indenture Act and the applicable rules and regulations of the
Commission thereunder and (iv) the Registration Statement and the Prospectus do
not and, as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes no
representations or warranties as to the information contained in or omitted from
the Registration Statement, any preliminary prospectus or the Prospectus in
reliance upon written information furnished to the Company by or on behalf of
any Agent specifically for inclusion therein or as to any statements in or
omissions from the Statement of Eligibility and Qualification of the Trustee
under the Indenture.
(c) Each document or portion thereof incorporated by reference in the
Prospectus complied when filed with the Commission in all material respects with
the provisions of the Securities Exchange Act of 1934 (the "Exchange Act"),
together with the applicable instructions, rules and regulations of the
Commission thereunder, and each document, if any, hereafter filed under the
Exchange Act and so incorporated by reference in the Prospectus will comply when
so filed in all material respects with the requirements of such Exchange Act,
instructions, rules and regulations.
(d) The accountants who have certified or shall certify the financial
statements filed and to be filed with the Commission as parts of the
Registration Statement and the Prospectus are public or certified accountants,
independent with respect to the Company, as required by the Act and the rules
and regulations of the Commission thereunder.
(e) Neither the issuance or sale of the Notes nor the consummation of
any other of the transactions contemplated in this Agreement nor the fulfillment
of the terms of this Agreement will result in a breach of any of the terms and
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust or other agreement or instrument to which the Company is a party or by
which it is bound, or the Company's Certificate of Incorporation or By-Laws, or,
to the best of its knowledge, any order, rule or regulation applicable to the
Company of any court, federal or state regulatory body, administrative agency or
other governmental body having jurisdiction over the Company or its properties.
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III.
The obligations of each Agent hereunder are subject to the following
conditions:
(a) At the time of closing and at each Settlement Date with respect to
any Terms Agreement, the Indenture shall be qualified under the Trust Indenture
Act and no stop order suspending the effectiveness of the Registration Statement
as amended from time to time, shall be in effect, no proceedings for that
purpose shall be pending before, or threatened by, the Commission, and at the
time of closing each Agent shall have received, and at each Settlement Date with
respect to any Terms Agreement, if called for by such Terms Agreement, the Agent
which is a party thereto shall have received, a certificate, dated the time of
closing or such applicable Settlement Date and signed by a Vice President or the
Treasurer of the Company to the effect that no such stop order is in effect and,
to the knowledge of the Company, no proceedings for such purpose are pending
before, or threatened by, the Commission.
(b) At or prior to the time of closing each Agent shall have received,
and at each Settlement Date with respect to any Terms Agreement, if called for
by such Terms Agreement, the Agent which is a party thereto shall have received,
from counsel for the Company opinions, satisfactory to _______________________,
your counsel, to the effect that:
(i) the Company is a corporation in good standing, duly organized
and validly existing under the laws of the State of Delaware and is authorized
by its Certificate of Incorporation to transact the business in which it is
engaged, as set forth in the Prospectus;
(ii) the Company is duly qualified to transact the business in
which it is engaged, as set forth in the Prospectus, in each state in which it
operates;
(iii) the Indenture has been duly executed and delivered pursuant
to due authorization by appropriate corporate action, is a valid and binding
agreement in accordance with its terms and has been duly qualified under the
Trust Indenture Act;
(iv) the Notes, when duly executed, registered and authenticated
pursuant to the Indenture and delivered to and paid for by the purchasers
thereof in accordance with the provisions hereof, will be legal, valid and
binding obligations of the Company in accordance with their terms;
(v) this Agreement (and, if the opinion is being given on account
of the Company having entered into a Terms Agreement, the applicable Terms
Agreement) has been duly authorized, executed and delivered on behalf of the
Company and is valid and binding on the Company, except as rights to
indemnification and contribution hereunder may be limited under applicable law;
(vi) no consent, approval, authorization or other order of any
regulatory authority (other than the order which has been entered by the
Commission) is legally required for the issuance and sale of the Notes to you
pursuant to the terms of this Agreement;
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(vii) except as to financial statements and schedules contained
therein, which such opinion need not pass upon, (A) each document or portion
thereof incorporated by reference in the Prospectus complied when filed with the
Commission as to form in all material respects with the requirements of the
Exchange Act and the applicable rules and regulations of the Commission
thereunder, (B) each part of the Registration Statement filed with the
Commission, when it become effective, complied as to form in all material
respects with the requirements of the Act and the applicable rules and
regulations of the Commission thereunder, and (C) the Registration Statement and
the Prospectus, as amended or supplemented, if applicable, comply, and at the
date of this Agreement complied, as to form in all material respects with the
requirements of the Act and the applicable rules and regulations of the
Commission thereunder; and
(viii) the opinions of counsel expressed or referred to under
"Taxation" in the Prospectus are confirmed as correct.
(c) At or prior to the time of closing each Agent shall have received,
and at each Settlement Date with respect to any Terms Agreement, if called for
by such Terms Agreement to the Agent which is a party thereto shall have
received, from _______________________ an opinion to the effect specified in
clauses (iii) through (v), and (vii)(B) and (C) of paragraph (b) above,
(d) Except as reflected in or contemplated by the Registration
Statement and the Prospectus, since the respective dates as of which information
is given in the Registration Statement and the Prospectus, there shall not have
been, at the time of closing and at each Settlement Date with respect to any
Terms Agreement, any material adverse change, financial or otherwise, in the
condition of the Company from that set forth in the Registration Statement and
the Prospectus; the representations and warranties of the Company herein shall
be true at the time of closing and at each Settlement Date with respect to any
Terms Agreement; the Company shall not have failed, at or prior to the time of
closing or such applicable Settlement Date, to have performed all agreements
herein contained which should have been performed by it at or prior to such
time; and each Agent shall have received at the time of closing, and the Agent
which is a party to any Terms Agreement shall have received at each Settlement
Date with respect to any such Terms Agreement, a certificate to the foregoing
effect dated the day of the closing and signed by a Vice President or the
Treasurer of the Company.
(e) At or prior to the time of closing each Agent shall have received,
and at each Settlement Date with respect to any Terms Agreement, if called for
by such Terms Agreement the Agent which is party thereto shall have received,
executed copies of a letter from Coopers & Xxxxxxx addressed to the Company and
to each Agent, if delivered at the time of closing, or to the Company and the
applicable Agent if delivered in connection with any Terms Agreement, dated as
of the closing date or the Settlement Date, as appropriate, to the effect that
(i) they are independent public accountants as required by the Act and the
applicable published rules and regulations of the Commission thereunder; (ii)
the audited financial statements contained in or incorporated by reference in
the Registration Statement comply as to form in all material respects with the
applicable accounting requirements of the Exchange Act and the applicable
published rules and regulations of the Commission thereunder; and (iii) nothing
has come to their attention as the result of specified procedures not
constituting an audit that caused them to believe (A) that the unaudited
financial statements, if any, contained in or incorporated by reference as
aforesaid, do not so comply and are not fairly presented in conformity with
generally accepted accounting principles applied on a basis substantially
consistent with that of the audited financial
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statements contained as aforesaid, (B) that there was any change in the capital
stock or long or intermediate term debt of the Company, or any decrease in net
assets, from the date of the latest balance sheet which is contained in or
incorporated by reference in the Registration Statement as aforesaid to a date
not more then five days prior to the date of such letter or (C) that there were
any decreases, as compared with the corresponding period in the preceding year,
in total revenues, income before interest deductions or net income from the date
of the latest figures for such items contained in the Registration Statement to
the date of the latest available financial statements of the Company; provided,
that with respect to any of the items specified in clause (iii), such letter may
contain an exception for matters which the Registration statement discloses have
occurred or may occur; and provided further, that the letter may vary from the
requirements specified in this subparagraph in such manner as may be acceptable
to each Agent if delivered at the time of closing or the applicable Agent if
delivered in connection with a Terms Agreement.
In case, at the time of closing, and at each Settlement Date with
respect to any Terms Agreement, any of the conditions specified above in this
Article III shall not have been fulfilled, this Distribution Agreement may be
terminated by the Agents, if such failure occurs at the time of closing, or by
the applicable Agent, if such failure occurs at a Settlement Date with respect
to any Terms Agreement, in each case by delivering written notice of termination
to the Company. Any such termination shall be without liability of any party to
any other party.
IV.
The obligation of the Company to deliver the Notes upon payment
therefor shall be subject to the following conditions: at the time of closing,
and at such Settlement Date with respect to any Terms Agreement, the Indenture
shall be qualified under the Trust Indenture Act and no stop order suspending
the effectiveness of the Registration Statement as amended from time to time,
shall be in effect and no proceedings for the purpose shall then be pending
before, or threatened by the Commission.
In case the conditions specified above in this Article IV shall not
have been fulfilled this Agreement may be terminated by the Company by
delivering written notice of termination to the Agents if such failure occurs at
the time of closing, or to the applicable Agent, if such failure occurs at a
Settlement Date with respect to any Terms Agreement.
Any such termination shall be without liability of any party to any
other party.
V.
In further consideration of your agreements herein contained with
respect to any Notes, the Company covenants and agrees as follows:
(a) To furnish each of you, without charge, a copy of the Registration
Statement, including exhibits and materials, if any, incorporated
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by reference therein and, during the period mentioned in paragraph (d) below, as
many copies of the Prospectus, relating to such Notes, any documents
incorporated by reference therein and any supplements and amendments thereto as
you may reasonably request. The terms "supplement," and "amendment" or "amend"
as used in this Agreement shall include all documents filed by the Company with
the Commission subsequent to the date of the Basic Prospectus pursuant to the
Exchange Act which are deemed to be incorporated by reference in the Prospectus.
(b) To advise each of you promptly (confirming such advice in writing)
of any official request made by the Commission for an amendment to the
Registration Statement or Prospectus or for, additional information with respect
thereto and of any official notice of the institution of proceedings for, or of
the entry of, a stop order suspending the effectiveness of the Registration
Statement. The Company will use its best efforts to prevent the issuance of any
such stop order, and, if such a stop order should be entered, the Company will
make every reasonable effort to obtain the lifting or removal thereof as soon as
possible,
(c) Not to file any amendment or supplement to the Registration
Statement or the Prospectus with respect to the Notes of which you shall not
previously have been advised or which shall be disapproved by _________________,
your counsel, and not to file any document pursuant to the Exchange Act which is
deemed to be incorporated by reference in the Prospectus of which
_______________________ shall not previously have been advised.
(d) If, during such period after the first date of the public offering
of such Notes as in the opinion of _______________________, your counsel, the
Prospectus relating to such Notes is required by law to be delivered, any event
shall occur as a result of which it is necessary to amend or supplement such
Prospectus in order to make the statements therein, in the light of the
circumstances when such Prospectus is delivered to a purchaser, not misleading,
or if it is necessary to amend or supplement such Prospectus to comply with law,
forthwith to prepare and furnish, at its own expense, to each of you, either
amendments or supplements to such Prospectus so that the statements in such
Prospectus as so amended or supplemented will not, in the light of the
circumstances when such Prospectus is delivered to a purchaser, be misleading or
so that such Prospectus will comply with law.
(e) To use its best efforts to qualify the Notes, or to assist in the
qualification of the Notes by or on behalf of each of you, for offer and sale
under the securities or Blue Sky laws of such states as each of you may
reasonably request, and to pay all expenses with respect thereto (including
counsel fees), provided that the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
state, or to incur or to pay any such expenses if no Notes are delivered to and
purchased by any Agent by reason of an Agent's default in making payment for the
Notes.
(f) To cause to be made generally available to its security holders as
soon as practicable an earnings statement or statements which shall meet the
requirements of Section 11(a) of the Act and Rule 158 promulgated thereunder
covering a period of twelve months which shall begin not later then the closing
date of the Company's fiscal quarter next following the "effective date" (as
defined in Rule 158 under the Act) of the registration statement with respect to
each sale of Notes.
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(g) To apply the proceeds from the sale of the Notes as set forth under
the heading "Use of Proceeds" appearing in the Prospectus.
(h) Each acceptance by the Company of an offer for the purchase of
Notes, and each sale of Notes to the applicable agent pursuant to a Terms
Agreement, shall be deemed to be an affirmation that the representations and
warranties of the Company contained in this Agreement and in any certificate
theretofore delivered to you pursuant hereto are true and correct at the time of
such acceptance or sale, as the case may be, and an undertaking that such
representations and warranties will be true and correct at the time of delivery
to the purchaser or his agent, or the applicable Agent, of the Notes relating to
such acceptance or sale, as the case may be, as though made at and as of each
such time (and it is understood that such representations and warranties shall
relate to the Registration Statement and the Prospectus as amended and
supplemented to each such time).
(i) Each time the Registration Statement or the Prospectus is amended
or supplemented (other than by an amendment or supplement providing solely for a
change in the interest rates (excluding any change in the formula by which such
interest rate may be determined) or maturities offered on the Notes or for a
change deemed immaterial in the reasonable opinion of the Agent), or if the
Company sells Notes to an Agent pursuant to a Terms Agreement, and if so
indicated in the applicable Terms Agreement, the Company will deliver or cause
to be delivered forthwith to each Agent or, in the case of a sale of Notes
pursuant to a Terms Agreement, to the applicable Agent, a certificate of the
Company signed by a Vice President or the Treasurer of the Company, dated the
date of the effectiveness of such amendment or filing or supplement or sale, as
the case may be, in form reasonably satisfactory to such Agent, to the effect
that the statements contained in the certificates referred to in Sections III(a)
and (d) that was last furnished to the Agent (either pursuant to Sections III(a)
and (d) or pursuant to this Section V(i)) are true and correct as though made at
and as of such time (except that such statements shall be deemed to relate to
the Registration Statement and the Prospectus as amended and supplemented to
such time) or, in lieu of such certificates, certificates of the same tenor as
the certificates referred to in Sections III(a) and (d) relating to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such certificates.
(j) Each time the Registration Statement or the Prospectus is amended
or supplemented, or if so indicated in the applicable Terms Agreement, the
Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall
furnish or cause to be furnished forthwith to each Agent, or, in the case of a
sale of Notes pursuant to a Terms Agreement, to the applicable Agent, a written
opinion of counsel of the Company satisfactory to such Agent; provided, however,
that such opinion need not be furnished with respect to an amendment or
supplement (i) providing solely for a change in the interest rates offered on
the Notes (other than a change in the formula by which such interest rate may be
determined) or for a change deemed immaterial in the reasonable opinion of such
Agent, or (ii) setting forth or incorporating by reference financial statements
or other information as of and for a fiscal quarter, unless, in the case of
clause (ii) above, in the reasonable judgment of such Agent, such financial
statements or other information are of such a nature that an opinion of counsel
should be furnished; provided, further that such counsel need not provide an
opinion regarding the content of such financial statements. Any such opinion
shall be dated the date of such amendment or supplement, in form satisfactory to
the Agent to whom such opinion will be delivered, and shall be of the same tenor
as the opinion referred to in Section III(b) but modified to relate to the
Registration
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Statement and the Prospectus as amended and supplemented to the time of delivery
of such opinion. In lieu of such opinion, counsel last furnishing such an
opinion to such Agent may furnish to such Agent a letter to the effect that such
Agent may rely on such last opinion to the same extent as though it were dated
the date of such letter authorizing reliance on such last opinion (except that
statements in such last opinion will be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of delivery
of such letter authorizing reliance).
(k) Each time that the Registration Statement or the Prospectus is
amended or supplemented to set forth amended or supplemental financial
information or such amended or supplemental information is incorporated by
reference in the Registration Statement or the Prospectus, or if so indicated in
the applicable Terms Agreement, the Company sells Notes to an Agent pursuant to
a Terms Agreement, the Company shall cause Coopers & Xxxxxxx, its independent
public accountants, forthwith to furnish each Agent a letter, dated the date of
the effectiveness of such amendment or the date of filing of such supplement, or
the date of such sale, as the case may be, in form satisfactory to the Agents,
of the same tenor as the letter referred to in Section III(e) with regard to the
amended or supplemental financial information included or incorporated by
reference in the Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter.
(l) Between the date of any Terms Agreement and the Settlement Date
with respect to such Terms Agreement, the Company will not, without your prior
consent, offer or sell, or enter into any agreement to sell, any debt securities
of the Company substantially similar to the Notes (other than the Notes that are
to be sold pursuant to such Terms Agreement and commercial paper in the ordinary
course of business), except as may otherwise be provided in any such Terms
Agreement.
(m) The Company will pay all expenses incident to the performance of
its obligations under this Agreement and any applicable Terms Agreement,
including: (i) the preparation and filing of the Registration Statement and all
amendments thereto, (ii) the preparation, issuance and delivery of the Notes,
(iii) the fees and disbursements of the Company's accountants and of the Trustee
and its counsel, (iv) the qualification of the Notes under securities laws in
accordance with the provisions of Sections V(e), including filing fees and the
reasonable fees and disbursements of your counsel in connection therewith and in
connection with the preparation of any Blue Sky Memorandum and any Legal
Investment Memorandum, (v) the printing and delivery to you in quantities as
herein above stated of copies of the Registration Statement and all amendments
thereto, and of the Prospectus and any amendments or supplements thereto, (vi)
the printing and delivery to you of copies of the Indenture and any Blue Sky
Memorandum and any Legal Investment Memorandum, (vii) any fees charged by rating
agencies for the rating of the Notes, (viii) any advertising and other
out-of-pocket expenses incurred with the approval of the Company, provided,
however, that the expenses of any tombstone advertisement shall be paid by the
Agents, and (ix) the fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.
The Company shall also reimburse each Agent promptly upon receipt of an
invoice from such Agent for the reasonable fees of counsel for such Agent
incurred in connection with the offering and sale of the Notes (including the
reasonable fees and expenses of special counsel in any state in the event it
should become necessary to obtain opinions of such counsel as to
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usury or other matters of local law in order to obtain or maintain the
qualifications referred to in Section V(e) hereof).
VI.
(a) The Company agrees to indemnify and hold each Agent, and each
person, if any, who controls such Agent within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act, harmless from and against any and all
losses, claims, damages and liabilities with respect to the Notes or any other
securities of the Company or its subsidiaries arising because the Registration
Statement, any preliminary prospectus used in connection with the offering of
the Notes or the Prospectus (if used within the period set forth in paragraph
(d) of Article V hereof and if used as amended or supplemented by all amendments
or supplements thereto which have been furnished to you) contained or is alleged
to have contained any untrue statement of a material fact or omitted or is
alleged to have omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, except as to losses,
claims, damages or liabilities caused by any such untrue statement or omission
or alleged untrue statement or omission made in reliance upon information
furnished to the Company herein or otherwise in writing by or on behalf of such
Agent for use in connection with the preparation of any preliminary prospectus,
the Registration Statement or the Prospectus or any amendment or supplement
thereto, or caused by any statement in or omission from the Statement of
Eligibility and Qualification of the Trustee under the Indenture, provided that
the indemnity agreement with respect to any preliminary prospectus shall not
inure to the benefit of an Agent (or to the benefit of any person controlling
such Agent) on account of any losses, claims, damages or liabilities arising
from the sale of Notes to any person if a copy of the Prospectus (as amended or
supplemented by all amendments or supplements thereto which have been furnished
to such Agent, but without documents incorporated by reference therein or
exhibits) shall not have been sent, mailed or given to such person, if required
by the Act, at or prior to the written confirmation of the sale of such Notes to
such person.
(b) Each Agent agrees to indemnify and hold the Company, its directors,
its officers who sign the registration statement, and each person who controls
the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, harmless from and against any and all losses, claims, damages and
liabilities arising because the Registration Statement or any preliminary
prospectus relating to the Notes or the Prospectus or any amendment or
supplement thereto contained or is alleged to have contained any untrue
statement of a material fact or omitted or is alleged to have omitted to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, which untrue statement or omission or alleged untrue
statement or omission was made in the Registration Statement or any such
preliminary prospectus or the Prospectus or any amendment or supplement thereto
in reliance upon information furnished to the Company herein or otherwise in
writing by or on behalf of such Agent for use in connection with the preparation
thereof.
(c) The Company and each Agent agree that upon the commencement of any
action against it, its directors, its officers who sign the registration
statement, or any person controlling it as aforesaid in respect of which
indemnity may be sought on account of any indemnity agreement contained herein,
it will promptly give written notice of the commencement thereof to the party or
parties against whom indemnity shall be sought, but
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the omission so to notify such indemnifying party or parties of any such action
shall not relieve such indemnifying party or parties from any liability which it
or they may have to the indemnified party or parties otherwise than on account
of such indemnity agreement. In case of such notice of any such action, the
indemnifying party or parties shall be entitled to participate at its or their
own expense in the defense of such action, or, if it or they so elect, to assume
the defense of such action, and in the latter event such defense shall be
conducted by counsel chosen by such indemnifying party or parties and
satisfactory to the indemnified party or parties who shall be defendant or
defendants in such action, and such defendant or defendants shall bear the fees
and expenses of any additional counsel retained by them; but if the indemnifying
party or parties shall not elect to assume the defense of such action, such
indemnifying party or parties will reimburse such indemnified party or parties
for the reasonable fees and expenses of any counsel retained by them. In the
event that the parties to any such action (including impleaded parties include
both the indemnifying party or parties and the indemnified party and either (i)
the indemnifying party or parties and indemnified party or parties mutually
agree or (ii) representation of both the indemnifying party or parties and the
indemnified party or parties by the same counsel is inappropriate under
applicable standards of professional conduct due to actual or potential
differing interests between them, then the indemnifying party or parties shall
not have the right to assume the defense of such action on behalf of such
indemnified party or parties and will reimburse such indemnified party or
parties for the reasonable fees and expenses of any counsel retained by them and
satisfactory to the indemnifying party or parties, it being understood that the
indemnifying party or parties shall not, in, connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys for all such
indemnified parties, which firm shall be designated in writing by the Agent who
is a party to the proceeding or, if more than one Agent is party to the
proceedings, by mutual agreement of the Agents, or controlling persons are
indemnified parties and by the Company in the case of an action in which the
Company or any of its directors, officers or controlling persons are indemnified
parties. The indemnifying party or parties shall not be liable under this
Agreement with respect to any settlement made by an indemnified party or parties
without prior written consent by the indemnifying party or parties to such
settlement.
(d) If the indemnification provided for in paragraph (a) or (b) above
is unavailable to an indemnified party in respect of any losses, claims, damages
or liabilities referred to therein, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses claims damages or liabilities in such proportion as is
appropriate to reflect primarily the relative benefits received by the Company
on the one hand and each Agent an the other from the offering of the Notes and
also to reflect where appropriate the relative fault of the Company on the one
hand and of each Agent on the other in connection with the statements or
omissions or alleged statements or omissions which resulted in such losses
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and of each Agent shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the company or by each Agent
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each Agent agree that it would not be just and equitable if contribution
pursuant to this paragraph (d) were determined by pro rata allocation or by
13
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any other method of allocation which does not take account of the equitable
considerations referred to above in this paragraph (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in this paragraph (d) shall be deemed to include,
subject to the limitation set forth above in this Article VI, any legal or other
expenses reasonably incurred by such indemnified party in connection with
defending any such action or claim. Notwithstanding the provisions of this
paragraph (d), no Agent shall be required to contribute any amount in excess of
the amount by which the total price at which the Notes distributed by it were
offered to the public exceeds the amount of any damages which such Agent has
been required to pay, otherwise than pursuant to this paragraph (d), by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
The indemnity and contribution agreements contained in this
Article VI and the representations and warranties of the Company in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination DE this Agreement or of any Terms Agreements hereunder, (it) any
investigation made by any Agent or on its behalf or any person controlling any
Agent or by or on behalf of the Company, its directors or officers or any person
controlling the Company and (iii) acceptance of and payment for any of the
Notes.
This Agreement and any Terms Agreement hereunder shall inure
to the benefit of the Company, its directors, its officers who sign the
registration statement, each Agent or in the came of any such Terms Agreement,
the applicable Agent and each controlling person referred to in Article VI
hereof and their respective successors. Nothing in this Agreement or in any
Terms Agreement hereunder is intended or shall be construed to give to any other
person, firm or corporation any legal or equitable right, remedy or claim under
or in respect of this Agreement or any Terms Agreement hereunder or any
provision herein or therein contained. The term "successor" as used in this
Agreement or any Terms Agreement hereunder shall not include any purchaser, as
such purchasers of any of the Notes from an Agent.
The provisions of this Agreement relating to the solicitation
of offers to purchase Notes from the Company may be suspended or terminated at
any time by the Company as to any Agent or by any Agent insofar as this
Agreement relates to such Agent upon the giving of written notice of such
suspension or termination to such Agent or the Company, as the case may be, In
the event of such suspension or termination with respect to any Agent, (m) this
Agreement shall remain in full force and effect with respect to any Agent as to
which such suspension or termination has not occurred, (y) this Agreement shall
remain in full force and effect with respect to the rights and obligations of
any party which have previously accrued or which relate to Notes already issued,
agreed to be Issued or the subject of a pending offer at the time of such
suspension or termination and (z) in any event, this Agreement shall remain in
full force and effect insofar as the third paragraph of Article I (i)(a),
Article V (t), Article V (m) and Article VI are concerned.
This Agreement and any Terms Agreement may be executed in any
number of counterparts, each of which shall be an original; with the same effect
as if the signatures thereto and hereto were upon the same instrument.
14
-14-
This Agreement and any Terms Agreement hereunder shall be
governed by and construed in accordance with the laws of the State of New York.
Very truly yours,
Lucent Technologies Inc.
By_____________________________________
Name:
Title:
Accepted:
(Agent)
By____________________
Title:
(Agent)
By____________________
Title:
(Agent)
By_____________________
Title:
age 0
15
-15-
LUCENT TECHNOLOGIES INC.
Medium Term Notes, Series
TERMS AGREEMENT
________________, 19__
Lucent Technologies Inc.
Attention:
Re: Distribution Agreement dated 199_
The undersigned agrees to purchase the following principal amount
of your Medium Term Notes, Series [ ]
Specified Currency:
Principal:
Interest:
Aggregate Principal Amount. [U.S. $1 [other] Price to Public:
(Provisions relating to redemption if any:]
[Provisions relating to repayment, if any:] If Fixed-Rate]
If Fixed Rate Notes:
Interest Rate:
Maturity:
If Floating Rate Notes:(1)
Base Rate:
Initial Interest Date: Interest. Determination Date:
Interest Reset Date:
Record Date:
Interest Payment Dates: Index Maturity:
Maturity:
Maximum Interest Rate: Minimum Interest Rate: Spread:
Spread Multiplier:
Settlement Date and Time:
Place of Delivery:
Calculation Agent:
Form of Note (Book Entry or Certificate)
Method of and Specified Funds for Payment Of Purchase
Price: [By certified or official bank check or
checks, payable to the order of the Company, in [New
York] Clearing House] [immediately available] funds
[By wire transfer to a bank
_________________________
(1) See Prospectus Supplement dated __________, 199__ for explanation of
terms.
16
-16-
account specified by the Company in [next day]
[immediately available] funds]
Provisions relating to underwriter default, if any:
Other termination provisions, if any:
[The certificates referred to in Section V(i) of the
Distribution Agreement, the opinion referred to in Section V(j) of the
Distribution Agreement and the accountants letter referred to in
Section V(k) of the Distribution Agreement will be required.)
[ ]
By:______________________________
Accepted:
LUCENT TECHNOLOGIES INC.
By:
17
-17-
LUCENT TECHNOLOGIES INC.
MEDIUM TERM NOTES, SERIES [ ], ADMINISTRATIVE PROCEDURES
Medium Term Notes, Series [ ] the "Notes") are to be offered
on a continuous basis by Lucent Technologies Inc. (the "Company"). [Agents], as
agents individually an "Agent" and collectively the "Agents"), have agreed to
solicit purchases of the Notes. The Agents will not be obligated to purchase
Notes for their own accounts. The Notes are being sold pursuant to a
Distribution Agreement among the Company and each Agent dated ______ 199__ (the
"Distribution Agreement"). The Notes will rank equally with all other unsecured
and unsubordinated debt of the Company and have been registered with the
Securities and Exchange Commission (the "Commission"). _______________________
is the trustee (the "Trustee") under the Indenture covering the Notes (the
"Indenture"). __________________________________ ("Agent") has been appointed
authenticating agent, registrar and transfer agent, paying agent and calculation
agent with respect to the Notes.
Notes will bear interest at either fixed rates ("Fixed Rate
Notes") or floating rates ("Floating Rate Notes"). Each Note will be represented
by either a Global Security (as defined hereinafter) delivered to AGENT as agent
for the Depository Trust Company ("DTC"), and recorded in the book-entry system
maintained by DTC ("a Book-Entry Vote") or a Certificated delivered to the
Holder thereof or a Person designated by such Holder (a "Certificated Note").
Only Notes denominated and payable in U.S. dollars may be issued as Book Entry
Notes. An owner of a Book-Entry Note will not be entitled to receive a
Certificated representing such a Note.
AGENT will act as Paying Agent for the payment of principal of
and premium, if any, and interest on the Notes and will perform, as paying
agent, unless otherwise specified, the other duties specified herein. Book-Entry
Notes will be issued in accordance with the administrative procedures set forth
in Parts I and II hereof, and Certificated Notes will be issued in accordance
with the administrative procedures set forth in Parts I and III hereof. Unless
otherwise defined herein, terms defined in the Indenture shall be used herein as
therein defined.
Administrative procedures and specific terms of the offerings
are explained below.
PART I: Administrative Procedures for all Notes
Maturities: Each Note will have a maturity from date of issue of not
less than nine months and not more than forty years.
Price to Public: Each Note will be issued at 100% of principal amount unless
otherwise specified in the applicable pricing supplement.
Acceptance of Orders: The Company will have the sole right to accept offers to
purchase Notes. Each Agent will promptly advise the
18
-18-
Company of each reasonable offer to purchase Notes
received by it, and, if the Company has not posted rates,
the proposed rate of interest on such Notes. The Company
may reject an offer in whole or in part. Each Agent may
reject, in its discretion reasonably exercised, any offer
received by it in whole or in part.
If the Company accepts an offer to purchase a Note it will
prepare a pricing supplement reflecting the terms of such
Note and will, so long as it is a participant in the SEC's
XXXXX program, electronically submit a version of such
pricing supplement complying with the rules of the SEC
relating to such program, or, if the Company is no longer
a participant in such program, arrange to have ten copies
of such pricing supplement filed with, or mailed for
filing to, the Commission, in each case no later than the
second business day following the date such offer is
accepted, and will supply a sufficient number of copies
thereof to the selling Agent and one copy to AGENT.
Procedure for The Company and the Agent will discuss from time to time
Rate Changes: the aggregate principal amount of, the issuance price of,
and the interest rates to be borne by, Notes that may be
sold as a result of the solicitation of orders by the
Agent. When a decision has been reached to change the
interest rates of Notes being sold by the Company, the
Company will promptly inform each Agent. Each Agent will
advise the Company with respect to the changed rates. See
Administrative Procedures, "Acceptance of Orders."
Suspension of The Company may instruct the Agents to suspend solicitation of
Solicitation; purchases at any time. Upon receipt of such instructions, the
Amendment or Agents will forthwith suspend solicitation until such time as
Supplement: the Company has advised it that solicitation of purchases may
be resumed.
If the Company decides to amend or supplement the
Registration
19
-19-
Statement or the Prospectus relating to the Notes, it will
promptly advise the Agents, The _______________________
and AGENT and will furnish the Agents, The
_______________________, and AGENT with the proposed
amendment or supplement in accordance with the terms of
the Distribution Agreement. The Company will file with the
Commission any supplement to the Prospectus relating to
the Notes including any supplement which provides solely
for a change in the interest rates offered on the Notes,
provide the Agents with sufficient quantities of copies of
any supplement within a reasonable time prior to the
earlier of the delivery of written confirmation of the
sale of Notes or the delivery of Notes to any purchaser
thereof, and confirm to the Agents that such supplement
has been filed with the Commission.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will promptly
advise the Agents, The _______________________, and AGENT
whether such orders may be settled and whether copies of
the Prospectus as in effect at the time of the suspension
may be delivered in connection with the settlement of such
orders. The Company will have the sole responsibility for
such decision and for any arrangements which may be made
in the event that the Company determines that such orders
may not be settled or that copies of such Prospectus may
not be so delivered.
Delivery of Each Agent shall, for each Note order received by it,
Prospectus: deliver a copy of the Prospectus as most recently amended
or supplemented (including the pricing supplement relating
to such Note) with the earlier of the delivery of the
confirmation of sale of the Note to a purchaser or such
purchaser's agent.
20
-20-
Payment of The selling commission on each
Selling sale of Notes will be calculated
Commission by the applicable Agent and the
and Expenses: applicable Agent will deduct, for
its own account, the selling
commission from the proceeds of each
such sale of Notes. Each Agent will
forward, from time to time at its
discretion, an itemized statement
setting forth the aggregate amount
of out-of-pocket expenses incurred
by it in connection with the
offering and sale of the Notes,
which are reimbursable to it
pursuant to the terms of the
Distribution Agreement. The Company
will promptly remit payment to such
Agent.
Advertising: The Company will determine with each
Agent the form, substance and amount
of advertising that may be
appropriate in offering the Notes.
Advertising expenses will be paid by
the Company or reimbursed to the
Agents by the Company; provided,
however, that the expenses of any
tombstone advertisement shall be
paid by the Agents.
PART II: Administrative Procedures For Book-Entry Notes
In connection with the qualification of the Book-Entry Notes
for eligibility in the book-entry system maintained by DTC, AGENT will perform
the custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representations
from the Company and AGENT to DTC and the Trustee dated as of the date hereof,
and a Medium Term Note Certificated Agreement between AGENT and DTC, dated as
of March 11, 1988 and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement System ("SDFS").
Issuance: On any date of Settlement (as
defined under "Settlement" below)
for one or more Book-Entry Notes the
Company will issue a global security
in fully registered form without
coupons (a "Global Security")
representing up to $100,000,000
principal amount of all such Notes
that have the same stated maturity,
redemption or repayment provisions,
interest payment dates, interest
payment period and original issue
dates and, in the case of Fixed Rate
Notes, interest rate, or in the case
of Floating Rate Notes, initial
interest rate base rate, index
maturity, interest reset period,
interest reset dates, spread or
21
- 21 -
spread multiplier, minimum interest
rate (if any), and maximum interest
rate (if any) (collectively "Terms").
Each Global Security will be dated and
issued as of the date of its
authentication by AGENT, acting as
Authenticating Agent. No Global
security will represent (i) both Fixed
Rate and Floating Rate Book-Entry
Notes or (ii) any Certificated Note.
Identification The Company has arranged with the
Numbers: CUSIP Service Bureau of Standard
Poor's Corporation (the "CUSIP
Service Bureau") for the reservation
of a series of CUSIP numbers
(including tranche numbers), which
series consists of approximately 900
CUSIP numbers and relates to Global
Securities representing the Book-
Entry Notes. The Company has
obtained from the CUSIP Service
Bureau a written list of such series
of reserved CUSIP numbers and has
delivered to AGENT and DTC a written
list of such reserved CUSIP numbers
of such series. The Company will
assign CUSIP numbers to Global
Securities as described below under
Settlement Procedure "B". DTC will
notify the CUSIP Service Bureau
periodically of the CUSIP numbers
that the Company has assigned to
Global Securities. At any time when
fewer than 100 of the reserved CUSIP
numbers of the series remain
unassigned to Global Securities, and
if it deems necessary, the Company
will reserve additional CUSIP
numbers for assignment to Global
Securities. Upon obtaining such
additional CUSIP numbers, the
Company shall deliver a list of such
additional CUSIP numbers to AGENT
and DTC.
Registration: Global Securities will be issued
only in fully registered form
without coupons. Each Global
Security will be registered in the
name of CEDE & Co., as nominee for
DTC, on the security register
maintained under the Indenture by
AGENT as Registrar and Transfer
Agent. The beneficial owner of a
Book-Entry Note (or one or more
indirect participants in DTC
designated by such owner) will
22
- 22 -
designate one or more participants in
DTC (with respect to such Note, the
"Participants") to act as agent or
agents for such owner in connection
with the book-entry system maintained
by DTC, and DTC will record in
book-entry form, in accordance with
instructions provided by such
Participants, a credit balance with
respect to such beneficial owner in
such Note in the account of such
Participants. The ownership interest
of such beneficial owner in such Note
will be recorded through the records
of such Participants or through the
separate records of such Participants
and one or more indirect participants
in DTC.
Transfers: Transfers of a Book-Entry Note will
be accompanied by book entries made
by DTC and, in turn, by Participants
(and in certain cases, one or more
indirect participants in DTC) acting
on behalf of beneficial transferor
and transferees of such Note.
Exchanges: AGENT may deliver to DTC and the
CUSIP Service Bureau at any time a
written notice of consolidation
specifying (i) the CUSIP numbers of
two or more Outstanding Global
Securities that represent (A) Fixed
Rate Book-Entry Notes having the
same terms and for which interest
has been paid to the same date, or
(B) Floating Rate Book-Entry Notes
having the same terms and for which
interest has been paid to the same
date, (ii) a date, occurring at
least thirty days after such written
notice is delivered and at least
thirty days before the next interest
payment date for such Book-Entry
Notes, on which such Global
Securities shall be exchanged for a
single replacement Global Security
and (iii) a new CUSIP number,
obtained from the Company, to be
assigned to such replacement Global
Security. Upon receipt of such a
notice, DTC will send to its
participants (including AGENT) a
written reorganization notice to the
effect that such exchange will occur
on such date. Prior to the
specified exchange date, AGENT will
deliver to the CUSIP Service Bureau
23
-23-
a written notice setting forth such
exchange date and the new CUSIP
number and stating that, as of such
exchange date, the CUSIP numbers of
the Global Securities to be
exchanged will no longer be valid.
On the specified exchange date,
AGENT will exchange such Global
Securities for a single Global
Security bearing the new CUSIP
number and the CUSIP numbers of the
exchanged Global Securities will in
accordance with CUSIP Service Bureau
procedures, be canceled and not
immediately reassigned.
Notwithstanding the foregoing, if
the Global Securities to be
exchanged exceed $100,000,000 in
aggregate principal amount, one
Global Security will be authen-
ticated and issued to represent each
$100,000,000 of principal amount of
the exchanged Global Security and an
additional Global Security will be
authenticated and issued to repre-
sent any remaining principal amount
of such Global Securities (see
"Denominations" below).
Denominations: Book-Entry Notes will be issued in
principal amounts of $25,000 or any
amount in excess thereof that is an
integral multiple of $1,000. Global
Securities will be denominated in
principal amounts not in excess of
$100,000,000. If one or more Book-
Entry Notes having an aggregate
principal amount in excess of
$100,000,000 would, but for the
preceding sentence, be represented
by a single Global Security, then
one Global Security will be issued
to represent each $100,000,000
principal amount of such Book-Entry
Note or Notes and an additional
Global Security will be issued to
represent any remaining principal
amount of such Book-Entry Note or
Notes. In such a case, each of the
Global Securities representing such
Book-Entry Note or Notes shall be
assigned the same CUSIP number.
Interest: General. Interest on each Book-
Entry Note will accrue from the
original issue date or the last date
to which interest has been paid, if
any, on the Global Security
representing such Note. Unless
24
-24-
otherwise specified therein, each
payment of interest on a Book-Entry
Note will include interest accrued to
but excluding the interest payment
date (provided that in the case of
Floating Rate Notes which reset
weekly, interest payments will include
interest accrued to and including the
regular record date immediately
preceding the interest payment date)
or maturity date (other than an
interest payment date occurring on the
thirty-first day of a month, in which
case such payment will include
interest accruing to and including the
thirtieth day of such month). Interest
payable at the maturity of a
Book-Entry Note will be payable to the
person to whom the principal of such
Note is payable. Standard & Poor's
Corporation will use the information
received in the pending deposit
message described under Settlement
Procedure "Co." below in order to
include the amount of any interest
payable and certain other information
regarding the related Global Security
in the appropriate weekly bond report
published by Standard & Poor's
Corporation.
Regular Record Dates. The Regular
Record Date with respect to any
interest payment date shall be the
date fifteen calendar days immediately
preceding such interest payment date.
Fixed Rate Book-Entry Notes. Interest
payments on Fixed Rate Book-Entry
Notes will be made semiannually on
March 15 and September 15 of each year
and at maturity; provided, however,
that in the case of a Fixed Rate
Book-Entry Note issued between a
Regular Record Date and an interest
payment date or on an interest payment
date, the first interest payment will
be made on the interest payment date
following the next succeeding
Regular Record Date; provided further,
that if an interest payment date would
otherwise be a day that is not a
Business Day, such payment will be
made on the succeeding Business Day,
and no interest shall accrue on such
25
-25-
payment for the period from and after
such interest payment date.
Floating Rate Book-Entry Notes.
Interest payment will be made on
Floating Rate Book-Entry Notes
monthly, quarterly semi-annually, or
annually. Unless otherwise agreed
upon, interest will be payable, in the
case of Floating Rate Book-Entry Notes
with a monthly interest payment
period, on the third Wednesday of each
month; with a quarterly interest
payment period, on the third Wednesday
of March, June, September and December
of each year; with a semi-annual
interest payment period on the third
Wednesday of the two months specified
pursuant to Settlement Procedure "A"
below; and with an annual interest
payment period, on the third Wednesday
of the month specified pursuant to
Settlement Procedure "Alt below;
provided, however, that if an interest
payment date for Floating Rate
Book-Entry Notes would otherwise be a
day that is not a Business Day, as
defined in such Note, with respect to
such Floating Rate Book-Entry Notes,
such payment will be made on the next
succeeding Business Day with respect
to such Floating Rate Book-Entry
Notes, and no interest shall accrue on
such payment for the period from and
after such interest payment date,
except in the case of a LIBOR Note if
such Business Day is in the next
succeeding calendar month, in which
event such payment will be made on the
immediately preceding Business Day and
interest shall accrue only to such
interest payment date; and provided,
further, that in the case of a
Floating Rate Book-Entry Note issued
between a Regular Record Date and an
interest payment date or on an
interest payment date, the first
interest payment will be made on the
interest payment date following the
next succeeding Regular Record Date.
Notice of Interest Payment and Regular
Record Dates. On the first Business
Day of March, June, September, and
December of each year, AGENT will
deliver to the
26
-26-
Company, the Trustee and DTC a written
list of Regular Record Dates and
interest payment dates that will occur
with respect to Book-Entry Notes
during the six-month period beginning
on such first Business Day.
Calculation of Fixed Rate Book-Entry Notes.
Interest: Interest on Fixed Rate Book-Entry
Notes (including interest for
partial periods) will be calculated on
the basis of a year of twelve
thirty-day months. (Examples of
interest calculations are as follows:
The period from August 15, 1991, to
February 15, 1992, equals 6 months and
0 days, or 180 days; the interest
payable equals 180/360 times the
annual rate of interest times the
principal amount of the Note. The
period from September 17, 1991, to
February 15, 1992, equals 4 months and
26 days, or 148 days; the interest
payable equals 148/360 times the
annual rate of interest times the
principal amount of the Note.)
Floating Rate Book-Entry Notes.
Interest rates on Floating Rate
Book-Entry Notes will be determined as
set forth in the form of Notes.
Interest on Floating Rate Book-Entry
Notes will be calculated on the basis
of actual days elapsed and a year of
360 days except that in the case of
Treasury Rate Notes, interest will be
calculated on the basis of the actual
number of days in the year.
Payments of Payment of Interest Only
Principal and Promptly after each Regular Record
Interest: Date, AGENT will deliver to the
Company, the Trustee and DTC a written
notice specifying by CUSIP number the
amount of interest to be paid an each
Global Security on the following
interest payment date (other than an
interest payment date coinciding with
maturity) and the total of such
amounts. DTC will confirm the amount
payable on each Global Security on
such Interest Payment Date by
reference to the appropriate (daily or
weekly) bond reports published by
Standard & Poor's Corporation. The
Company
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will pay to AGENT, as Paying Agent,
the total amount of interest due on
such Interest Payment Date (other than
at maturity), and AGENT will pay such
amount to DTC at the times and in the
manner set forth below under "Manner
of Payment".
Payments at Maturity and on Redemption
or Repayment. On or about the first
Business Day of each month, AGENT will
deliver to the Company, the Trustee
and DTC a written list of principal
and interest to be paid on each Global
Security maturing either at stated
maturity or on a redemption or
repayment date in the following month.
AGENT, the Company and DTC will
confirm the amounts of such principal
and interest payments with respect to
each such Global Security on or about
the fifth Business Day preceding the
maturity of such Global Security. The
Company will pay to AGENT, as Paying
Agent, the principal amount of such
Global Security, together with
interest due at such maturity. AGENT
will pay such amounts to DTC at the
times and in the manner set forth
below under "Manner of Payment". If
any stated maturity of a Global
Security representing Book-Entry Notes
is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day and no
interest shall accrue on such payment
for the period from and after such
maturity. Promptly after payment to
DTC of the principal and interest due
at the maturity of such Global
Security, AGENT shall deliver such
Global Security to the Trustee which
shall cancel such Global Security in
accordance with the terms of the
Indenture and so advise the Company.
On the first Business Day of each
month, AGENT will deliver to the
Trustee a written statement indicating
the total principal amount of
outstanding Global Securities as of
the preceding Business Day.
Manner of Payment. The total amount of
any principal and interest due on
Global Securities on any interest
payment date or at maturity shall be
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paid by the Company to AGENT in
immediately available funds as of 9:30
A.M. (New York City time) on such
date. The Company will make such
payment on such Global Securities by
wire transfer to AGENT or by
instructing AGENT to withdraw funds
from an account maintained by the
Company at AGENT. The Company will
confirm such instructions in writing
to AGENT. Prior to 10 A.M. (New York
City time) on each maturity date,
redemption or repayment, or as soon as
possible thereafter, following receipt
of such funds from the Company, AGENT
will pay by separate wire transfer
(using Fedwire message entry
instructions in a form previously
specified by DTC) to an account at the
Federal Reserve
_______________________ previously
specified by DTC in funds available
for immediate use by DTC, each payment
of principal (together with interest
thereon) due on a Global Security on
such date. On each interest payment
date (other than at maturity),
interest payments shall be made to DTC
in funds available for immediate use
by DTC, in accordance with existing
arrangements between MT and DTC. On
each such date, DTC will pay, in
accordance with its SDFS operating
procedures then in effect, such
amounts in funds available for
immediate use to the respective
Participants in whose names the
Book-Entry Notes represented by such
Global Securities are recorded in the
book-entry system maintained by DTC.
Neither the Company (as issuer or as
Paying Agent), the Trustee nor AGENT
shall have any direct responsibility
or liability for the payment by DTC to
such Participants of the principal or
interest on the Book-Entry Notes.
Withholding Taxes. The amount of any
taxes required under applicable law to
be withheld from any interest payment
on a Book-Entry Note will be
determined and withheld by the
Participant, indirect participant in
DTC or other person responsible for
forwarding payments and materials
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directly to the beneficial owner of
such Note.
Settlement: The receipt by the Company of
immediately available funds in payment
for a Book-Entry Note and the
authentication and issuance of the
Global Security representing such Note
shall constitute "Settlement" with
respect to such Note. All orders
accepted by the Company will be
settled on the fifth Business Day
pursuant to the timetable for
Settlement set forth below unless the
Company and the purchaser agree to
Settlement on another day which shall
be no earlier than the next Business
Day following the date of sale.
Settlement Settlement Procedures with regard
Procedures: to each Book-Entry Note sold by the
Company through an Agent, as agent,
shall be as follows:
A. Such Agent will advise the Company
by telephone (and will confirm in
writing on the same date) of the
following settlement information:
1. Principal amount.
2. Stated maturity.
3. In the case of a Fixed Rate
Book-Entry Note, the interest
rate or in the case of
Floating Rate Book-Entry Note,
the initial interest rate (if
known at such time), base
rate, index maturity, interest
reset period, interest reset
dates, spread or spread
multiplier (if any); minimum
interest rate (if any) and
maximum interest rate (if
any). Interest payment period
and interest payment dates.
4. Redemption provisions, if any.
5. Repayment provisions, if any.
6. Settlement date.
7. Sale Date.
8. Price.
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9. Agent's Commission, determined
as provided in Section 1(a) of
the Distribution Agreement
between the Company and such
Agent.
10. Whether the Note is an
original issue discount note,
and if it is an original issue
discount note, the total
amount of original issue
discount ("OID"), the yield to
maturity and the initial
accrual period OID.
11. Net Proceeds to the Company.
B. The Company will assign a CUSIP
number to the Global Security
representing such Note and then advise
AGENT by telephone or electronic
transmission (confirmed in writing at
any time on the same date) of the
information set forth in settlement
Procedure "A" above, such CUSIP number
and the name of such Agent. The
Company will also notify the Agent of
such CUSIP number by telephone as soon
as practicable. Each such communi-
cation by the Company shall constitute
a representation and warranty by the
Company to the Trustee and AGENT and
each Agent that (i) such Note is then,
and at the time of issuance and sale
thereof will be, duly authorized for
issuance and sale by the Company, (ii)
such Note, and the Global Security
representing such Note, will conform
with the terms of the Indenture
pursuant to which such Note and Global
Security are issued and (iii) upon
authentication and delivery of such
Global Security, the aggregate initial
offering price of all securities
issued under the Indenture will not
exceed [___________] or the equivalent
thereof in one or more currencies
(except for securities represented by,
authenticated and delivered in
exchange for or in lieu of securities
pursuant to Sections 2.08 and 2.09 of
the Indenture).
C. AGENT will enter a pending deposit
message through DTC's Participant
Terminal System, providing the
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following settlement information to
DTC, such Agent, Standard & Poor's
Corporation and Interactive Data
Corporation:
1. The information set forth in
Settlement Procedure "A".
2. Identification as a Fixed Rate
Book-Entry Note or a Floating
Rate Book-Entry Note.
3. Initial interest payment date
for such Note, number of days
by which such date succeeds
the related Regular Record
Date, and if known, the amount
of interest payable on such
Interest Payment Date.
4. The interest payment period.
5. CUSIP number of the Global
Security representing such
Note.
6. The Participant account
numbers maintained by DTC on
behalf of the Agents and
AGENT.
D. AGENT will complete such Note, stamp
the appropriate legend as instructed
by the Company in accordance with
DTC procedures, if not already set
forth thereon, and authenticate the
Global Security representing such
Note.
E. DTC will credit such Note to AGENT's
participant account at DTC,
F. AGENT will enter an SDFS deliver
order through DTC's Participant
Terminal System instructing DTC to
(i) debit such Note to AGENT's
participant account and credit such
Note to such Agent's participant
account and (ii) debit such Agent's
settlement account and credit
AGENT's settlement account for an
amount equal to the price of such
Note less such Agent's commission.
The entry of such a deliver order
shall constitute a representation
and warranty by AGENT to DTC that
(a) the Global Security representing
such Book-Entry Note has been issued
and authenticated and (b) AGENT is
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holding such Global Security
pursuant to the Medium Term Note
Certificated Agreement between AGENT
and DTC.
G. Such Agent will enter an SDFS
deliver order through DTC's
Participant Terminal System
instructing DTC (i) to debit such
Note to such Agent's participant
account and credit such Note to the
participant accounts of the
Participants with respect to such
Note and (ii) to debit the
settlement account of such
Participant and credit the
settlement account of such Agent for
an amount equal to the price of such
Note.
H. Transfers of funds in accordance
with SDFS deliver orders described
in Settlement Procedures "F" and "G"
will be settled in accordance with
SDFS operating procedures in effect
on the settlement date.
I. AGENT, upon confirming receipt of
such funds, will credit or wire
transfer to the account of the
Company maintained at AGENT, Account
Number 140025920, New York, New
York, in funds available for
immediate use in the amount
transferred to AGENT in accordance
with Settlement Procedure "F".
J. The Agent will confirm the purchase
of such Note to the purchaser either
by transmitting to the Participants
with respect to such Note a
confirmation order or orders through
DTC's institutional delivery system
or by mailing a written confirmation
to such purchaser.
Settlement For orders of Book-Entry Notes
Procedures solicited by an Agent, as agent,
Timetable: and accepted by the Company for
Settlement on the first Business Day
after the sale date, Settlement
Procedures "A" through "J" set forth
above shall be completed as soon as
possible but no later than the
respective times (New York City
time) set forth below:
Settlement Time
Procedure: A 11:00 A.M. on the sale date
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B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 9:00 A.M. on settlement date
E 10:00 A.M. on settlement date
F-G 2:00 P.M. on settlement date
H 4:45 P.M. on settlement date
I-J 5:00 P.M. on settlement date
If a sale is to be settled more then one Business Day
after the sale date, Settlement Procedures "A", "B",
and "C" shall be completed as soon as practicable but
no later than 11:00 A.M. to 12 Noon and 2:00 P.M.,
respectively on the first Business Day after the sale
date. If the initial interest rate for a Floating Rate
Book-Entry Note has not been determined at the time
that Settlement Procedure "A" is completed, Settlement
Procedures "B" and "C" shall be completed as soon as
such rate has been determined but no later than 12 Noon
and 2:00 P.M., respectively, on the second Business day
following the trade date. Settlement Procedure "H" is
subject to extension in accordance with any extension
of Fedwire closing deadlines and in the other events
specified in the SDFS operating procedures in effect on
the settlement date.
If Settlement of a Book-Entry Note is rescheduled or
cancelled, by no later than 2:00 P.M. on the Business
Day preceding the settlement date, the Company will
instruct AGENT to deliver to DTC, through DTC's
Participant Terminal System, a cancellation message to
such effect, (AGENT will enter such message by no later
than 2:00 P.M. on such Business Day.)
Failure to If AGENT fails to enter an SDFS deliver order with
Settle: respect to a Book-Entry Note pursuant to Settlement
Procedure "F", AGENT may deliver to DTC, through DTC's
Participant Terminal System, as soon as practicable a
withdrawal message instructing OTC to debit such Note
to AGENT's participant account. DTC will process the
withdrawal message, provided that AGENT's participant
account contains a principal amount of the Global
Security representing
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such Note that is at least equal to the principal
amount to be debited. If a withdrawal message is
processed with respect to all the Book-Entry Notes
represented by a Global Security, AGENT will xxxx such
Global Security "cancelled" and make appropriate
entries in AGENT's records.
The CUSIP number assigned to such Global Security
shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately reassigned.
If a withdrawal message is processed with respect to
less than the entire principal amount of a Global
Security, AGENT will exchange such Global Security for
two Global Securities, one of which shall represent the
principal amount of such Global Security to which the
withdrawal message relates and shall be cancelled
immediately after issuance and the other of which shall
represent the remaining principal amount previously
represented by the surrendered Global Security and
shall bear the CUSIP number of the surrendered Global
Security.
If the purchase price for any Book-Entry Note is not
timely paid to the Participants with respect to such
Note by the beneficial purchaser thereof (or a person,
including an indirect participant in DTC, acting on
behalf of such purchaser) such Participants and, in
turn, the Agent for such Note may enter SDFS deliver
orders through DTC's Participant Terminal System
reversing the orders entered pursuant to Settlement
Procedures "F" and "G", respectively. Thereafter, the
Company will return to AGENT the funds transferred in
accordance with Settlement Procedure "I" and will
instruct AGENT to deliver the withdrawal message and
take the related actions described in the preceding
paragraph.
Notwithstanding the foregoing, upon any failure to
settle with respect to a Book-Entry Note, DTC may take
any actions in accordance with its
35
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SDFS operating procedures then in effect. In the event
of a failure to settle with respect to less than the
entire principal amount of Global Security, AGENT will
provide, in accordance with Settlement Procedures "D",
for the authentication and issuance of a Global
Security representing the remaining principal amount to
have been represented by such Global Security and will
make appropriate entries in its records.
PART III: Administrative Procedures For Certificated Notes
Currencies: Certificated Notes will be denominated in U.S. dollars
or in such other currency or currency unit as specified
in the Prospectus (the "Specified Currency").
Denominations: The denomination of any Certificated Note will be a
minimum of $25,000 or any amount in excess thereof
which is a multiple of $1,000, or the equivalent, as
determined, and as specified by the appropriate agent,
pursuant to the provisions of the Indenture, of U.S.
$25,000 (rounded down to a multiple of 1,000 units of
such Specified Currency) and any amount in excess
thereof which is a multiple of 1,000 units of such
Specified Currency.
Registration: Certificated Notes will be issued in fully registered
form,
Interest Payments: Each Certificated Note which is a Fixed Rate Note, will
bear interest from the date of issue at the annual rate
stated on the face thereof, payable semi-annually on
March 15 and September 15 of each year, and at maturity
subject to certain exceptions, and each Certificated
Note which is a Floating Rate Note will bear interest
as determined in the manner set forth on the face
thereof, payable on the date or dates set forth on the
face thereof and will have the record dates as set
forth in the Note.
Interest will be payable to the person in whose name
the Certificated Note is registered at the close of
business on the record date
36
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next preceding the interest payment date; provided,
however, that (i) interest payable at maturity (whether
or not the maturity date is an interest payment date)
will be payable to this person to whom principal shall
be payable, and (ii) the first payment of interest on
any Certificated Note originally issued between a
record date and an interest payment date will be
payable to the person to whom such Certificated Note
shall have been issued.
The date of issue of each Certificated Note will be
the date of its authentication by AGENT, as
Authenticating Agent, as provided in the Indenture.
The date of authentication of each Certificated Note
will be the settlement date. Except as otherwise agreed
to, interest (including payments for partial periods)
on Fixed Rate Certificated Notes will be calculated on
the basis of a 360-day year of twelve 30-day months and
interest on Floating Rate Certificated Notes will be
determined by the Company and the Purchaser thereof in
accordance with the provisions of the Prospectus,
Except as otherwise set forth in the Prospectus. all
interest payments (excluding interest payments made on
a date of maturity) will be made by check and mailed to
the person entitled thereto as provided above.
On the fifth business day immediately preceding each
interest payment date, AGENT will advise the Company
and the Trustee of the aggregate amount of interest to
be paid on the Certificated Notes therefore issued on
such interest payment date and the currency or currency
units in which such interest payments are to be made.
AGENT will provide monthly to the Company's Treasury
Department a list of the principal and interest to the
extent ascertainable to be paid on the Notes maturing
in the next succeeding month.
Settlement: The receipt of immediately available funds by the
Company in payment for a Certificated Note and the
37
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authentication and issuance of such
Certificated Note shall, with respect to such
Certificated Note, constitute "Settlement".
All orders accepted by the Company will be
settled on the next business day pursuant to
the timetable for Settlement set forth below
unless the Company and the purchaser agree to
Settlement on a later date; provided, however,
that in the case of a delayed Settlement the
Company will notify at least 24 hours prior to
the time of Settlement.
Settlement Procedures: Settlement Procedures with regard to each
Certificated Note sold by an Agent shall be as
follows:
A. Such Agent will advise the Company by
telephone or facsimile of the following
settlement information:
1. Exact name in which Certificated Note is
to be registered.
2. Exact address of the registered owner and
address for payment of principal and
interest.
3. Taxpayer identification number of the
registered owner.
4. Principal amount of the Certificated
Note.
5. Currency or currency unit.
6. Interest rate.
7. Base Rate.
8. Index maturity.
9. Initial interest rate.
10. Interest Reset Period.
11. Interest Reset Dates.
12. Interest Payment Periods.
13. Interest Payment Dates.
14. Redemption Provisions, if any.
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15. Repayment Provisions, if any.
16. Whether the Note is an original issue
discount note and if it is an original
issue note, the total amount of original
issue discount ("OID"), the yield to
maturity and the initial accrual period
OID.
17. Maximum interest rate.
18. Minimum interest rate.
19. Spread or spread multiplier.
20. Date of Certificated Note.
21. Settlement date.
22. Maturity date.
23. Agent's commission.
24. Net proceeding to the Company.
25. Minimum denominations including the U.S.
dollar equivalent thereof if denominated
in other than U.S. dollars.
26. Calculation Agent.
27. All other items to be specified in any
Note.
B. The Company will provide AGENT with the
information listed in A (which, if provided
orally, will be promptly confirmed in
writing).
C. AGENT will complete and distribute the
preprinted 4-ply Certificated Note packet
containing the following documents in forms
approved by the Company, the Agents and the
Trustee:
1. Note with customer confirmation.
2. Stub 1 - For Agent.
3. Stub 2 - For Company.
4. Stub 3 - For
-----------------------.
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D. AGENT will deliver the Certificated Note (with
the confirmation) and stub 1 to the Agent or
the Agent's agent.
E. The Agent will make payment to the Company in
immediately available funds equal to the
principal amount of the Certificated Note less
any applicable commission or discount.
F. The Agent or the Agent's agent will deliver
the Certificated Note (with confirmation) to
the customer against payment in immediately
available funds.
G. The Agent or the Agent's agent will obtain the
acknowledgment of receipt of the Certificated
Note by the customer through completion of
stub 1.
H. AGENT will send by first class mail stub 2 to
the Company. Periodically, AGENT will also
send to the Company and the Trustee a
statement setting forth the principal amount
of the Certificated Notes outstanding as of
that date after giving effect to such
transaction and all other orders of which the
Company has advised AGENT but which have not
yet been settled.
Settlement For offers accepted by the Company, Settlement
Procedures Procedures "A" through "H" set forth above
Timetable: shall be completed on or before the respective
times to the extent possible (New York City
time) set forth below:
Settlement Procedures: Time
A (1-3) 11:00 A.M. on day prior to settlement.
A (4-20) 5:00 P.M. on day of order
B 1:00 P.M. on day prior to settlement.
C-D 12:00 P.M. on day of settlement
E-F 3:00 P.M. on day of settlement
G-H 4:30 P.M. on day of settlement
Fails: For orders received by an Agent, in the event
that a purchaser shall fail to accept delivery
of and make payment for a Certificated Note,
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such Agent will notify AGENT, and the Company,
by telephone, confirmed in writing, and return
the Certificated Note to AGENT. Upon receipt
of the Certificated Note by AGENT, the Company
will immediately credit an account designated
by such Agent in an amount of immediately
available funds equal to the amount previously
credited in respect of the Note. Such credits
will be made on the settlement date if
possible, and in any event not later than the
business day following the settlement date.
The Agent shall deliver such Certificated Note
to AGENT as soon as practicable. If such fail
shall have occurred for any reason other than
the failure of the Agent to provide the
necessary information to the Company as
described above for Settlement or to provide a
confirmation to the purchaser within a
reasonable period of time an described above,
the Company will reimburse the Agent on an
equitable basis for its loss of the use of
funds during the period when such funds were
credited to the account of the Company.
Immediately upon receipt of the Certificated
Note in respect of which the fail occurred,
AGENT will make appropriate entries in their
records and AGENT will deliver such
Certificated notes to the Trustee for
cancellation in accordance with the Indenture.
Maturity: At maturity, the principal amount of each
Certificated Note together with any accrued,
but unpaid, interest will be payable in
immediately available funds provided that the
paying agent receives the Certificated Note,
and appropriate information in time to make
payments in such funds in accordance with its
normal procedures. Certificated Notes
presented to AGENT shall be delivered by AGENT
to the Trustee which shall cancel such Notes
in accordance with the Indenture.
Manner of Payment: The total amount of any principal and interest
due on Certificated Notes on any interest
payment date or at maturity shall be paid by
the
41
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Company to AGENT in immediately available
funds as of 9:30 A.M. (New York City time) on
such date. The Company will make such payment
on such Certificated Notes by wire transfer to
AGENT or by instructing AGENT to withdraw
funds from an account maintained by the
Company at AGENT. The Company will confirm
such instructions in writing to AGENT.
Authenticity The Agents will have no obligation or
of Signatures: liability to the Company or AGENT in respect
of the authenticity of the signature of any
officer, employee or agent of the Company or
AGENT on any Certificated Note.
Calculation of Interest: The provisions set forth under "Calculation of
Interest" in Part II of these Administrative
Procedures shall apply mutatis mutandi with
respect to Certificated Notes.
