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EXHIBIT 4.5.3(b)
[FACE OF NOTE]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE THEREOF. THIS NOTE IS
EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.(1)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.(2)
REGISTERED CUSIP No.: PRINCIPAL AMOUNT:
No. FLR-
-- --------- -------
XXXXX CORNING
MEDIUM-TERM NOTE
(Floating Rate)
ORIGINAL ISSUE DATE: STATED MATURITY:
INTEREST PAYMENT DATE(S): DEFAULT RATE: % RECORD DATE(S):
REDEMPTION COMMENCEMENT INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE
REDUCTION: %
--------
(1) This paragraph applies to global Notes only.
(2) This paragraph applies to global Notes only.
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OPTIONAL REPAYMENT DATES: [ ] CHECK IF AN ORIGINAL
ISSUE DISCOUNT NOTE
Issue Price: %
INTEREST RESET PERIOD: INTEREST DETERMINATION INTEREST RESET DATE(S):
DATE:
INDEX MATURITY: INITIAL INTEREST RATE:
%
SPREAD (plus or minus): SPREAD MULTIPLIER: CALCULATION AGENT:
(if other than The Bank of New
York)
INTEREST CATEGORY: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate Note from to
Fixed Rate Commencement Date: [ ] Actual/Actual for the period
Fixed Interest Rate: % from to
[ ] Inverse Floating Rate Note [ ] 30/360 for the period
Fixed Interest Rate: % from to
[ ] Other Floating Rate Note
INTEREST RATE BASIS OR BASES:
[ ] CD Rate
[ ] Prime Rate
[ ] Federal Funds Rate
[ ] Commercial Paper Rate
[ ] LIBOR:
Designated LIBOR Page
[ ] Reuters Page: _____
[ ] Telerate Page: _____
Index Currency:
[ ] Treasury Rate
[ ] CMT Rate
[ ] Designated CMT Telerate Page:
[ ] Designated CMT Maturity Index:
[ ] Other:
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: EXCHANGE RATE
[ ] U.S. dollars [ ] $100,000 and integral AGENT (if other than The
multiples of $1,000 thereof Bank of New York):
[ ] Other: [ ] Other:
OTHER/ADDITIONAL PROVISIONS:
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XXXXX CORNING, a Delaware corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to , or registered assigns, the
principal sum of , on the Stated Maturity specified above (or any Redemption
Date or Repayment Date, each as defined on the reverse hereof) (each such Stated
Maturity, Redemption Date or Repayment Date being hereinafter referred to as the
"Maturity Date" with respect to the principal repayable on such date) and to pay
interest thereon, at the Interest Rate to be determined in accordance with the
provisions below, depending on the Interest Rate Basis shown above (the
"Floating Interest Rate"), until the principal hereof is paid or duly made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the Default Rate per annum specified above on
any overdue principal, premium and/or interest. The Company will pay interest in
arrears on each Interest Payment Date, if any, specified above (each, an
"Interest Payment Date"), commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Maturity Date;
provided, however, that if the Original Issue Date occurs between a Record Date
(as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date next succeeding the
Original Issue Date to the registered holder of this Note (the "Holder") on the
Record Date with respect to such second Interest Payment Date.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Interest on this Note will accrue from and including the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from and including the Original Issue Date if no interest has been paid
or duly provided for) to but excluding the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest Period"). However, in
case the interest rate on this Note is reset daily or weekly, unless otherwise
specified on the face hereof, the interest payments will include interest
accrued only from but excluding the Record Date through which interest has been
paid (or from and including the Original Issue Date, if no interest has been
paid with respect to this Note) through and including the Record Date next
preceding the applicable Interest Payment Date, except that the interest payment
on Maturity will include interest accrued to but excluding such date. Accrued
interest is calculated by multiplying the face amount of this Note by an accrued
interest factor. Such accrued interest factor is computed by adding the interest
factor calculated for each day from the Original Issue Date, or from the last
date to which interest has been paid or duly provided for, to the date for which
accrued interest is being calculated. The interest factor for each day is
computed by dividing the interest rate applicable to such day by 360 in the case
of CD Rate Notes, Commercial Paper Rate Notes, CMT Rate Notes, Federal Funds
Rate Notes, LIBOR Notes or Prime Rate Notes, or by the actual number of days in
the year in the case of Treasury Rate Notes. The interest factor for Notes for
which the interest rate is calculated with reference to two or more Interest
Rate Bases will be calculated in each period in the same manner as if only the
lowest of the applicable Interest Rates Bases applied. If any Interest Payment
Date other than the Maturity Date for this Note falls on a day that is not a
Business Day with respect to this Note, such Interest Payment Date for this Note
will be postponed to the next succeeding Business Day for this Note, except
that, in the case of a LIBOR Note (or a Note for which LIBOR is an applicable
Interest Rate Basis), if such Business Day is in the next succeeding calendar
month, such Interest Payment Date will be the immediately preceding day that is
a Business Day for this Note. If the Maturity Date of this Note falls on a day
that is not a Business Day, the payment of principal, premium, if any, and
interest will be made on the next succeeding Business Day, as if made on the
date such payment was due, and no interest on such payment shall accrue on such
payment for the period from and after Maturity Date to the date of such payment
on the next succeeding Business Day.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, subject to certain exceptions described herein, be
paid to the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day, as defined below) immediately preceding such Interest
Payment Date (the "Record Date"); provided, however, that interest payable on
the Maturity Date will be payable to the person to whom the principal hereof and
premium, if any, hereon shall be payable. Any such interest not so punctually
paid or duly provided for ("Defaulted Interest") will forthwith cease to be
payable to the Holder on any Record Date, and shall be paid to the person in
whose name this Note is registered at the close of business on a special record
date (the "Special Record Date") for the payment of such Defaulted Interest to
be fixed by the Trustee (as defined on the reverse hereof), notice whereof shall
be given to the Holder of this Note by the Trustee not less than 10 calendar
days prior to such Special Record Date or may be paid at any time in any other
lawful manner not
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inconsistent with the requirements of any securities exchange on which this Note
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided for in the Indenture.
If this is a Global Security representing Book-Entry Notes, payment of
principal, premium, if any, and interest, if any, in respect of this Note will
be made in accordance with the procedures established by the Depositary for such
Global Security. Otherwise, payment of principal, premium, if any, and interest,
if any, in respect of this Note due on the Maturity Date will be made in
immediately available funds upon presentation and surrender of this Note (and,
with respect to any applicable repayment of this Note, a duly completed election
form as contemplated on the reverse hereof) at the Corporate Trust Office (as
defined in the Indenture) of the Trustee in The City of New York, or at such
other paying agency in the Borough of Manhattan, The City of New York, as the
Company may determine; provided, however, that if such payment is to be made in
a Specified Currency other than U.S. dollars as set forth below, such payment
will be made by wire transfer of immediately available funds to an account with
a bank located outside the United States designated by the Holder hereof at
least 15 calendar days prior to the Maturity Date, provided that such bank has
appropriate facilities therefor and that this Note (and, if applicable, a duly
completed repayment election form) is presented and surrendered at the
aforementioned office of the Trustee in time for the Trustee to make such
payment in such funds in accordance with its normal procedures. Payment of
interest, if any, due on any Interest Payment Date other than the Maturity Date
will be made at the office or agency referred to above maintained by the Company
for such purpose or, at the option of the Company, may be made by check mailed
to the address of the person entitled thereto as such address shall appear in
the Security Register maintained at the aforementioned office of the Trustee;
provided, however, that a holder of U.S.$10,000,000 (or, if the Specified
Currency specified above is other than U.S. dollars, the equivalent thereof in
such Specified Currency) or more in aggregate principal amount of Notes (whether
having identical or different terms and provisions) will be entitled to receive
interest payments, if any, on such Interest Payment Date by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 calendar days prior to such
Interest Payment Date. Any such wire transfer instructions received by the
Trustee shall remain in effect until revoked by such Xxxxxx.
As used herein, "Business Day" means any day except a Saturday, Sunday
or a legal holiday in The City of New York on which banking institutions are
authorized or obligated by law or executive order to close; provided, however,
that if the Specified Currency is other than U.S. dollars and any payment is to
be made in the Specified Currency in accordance with the provisions hereof, such
day is also not a day on which banking institutions are authorized or obligated
by law or executive order to close in the Principal Financial Center (as defined
below) of the country issuing the Specified Currency (or, in the case of
European Currency Units ("ECU"), is not a day that appears as an ECU
non-settlement day on the display designated as "ISDE" on the Xxxxxx Monitor
Money Rates Service (or a day so designated by the ECU Banking Association) or,
if ECU non-settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be settled in the
international interbank market); provided, further, that, if this is a LIBOR
Note, such day is also a London Business Day. "London Business Day" means (i) if
the Index Currency is other than ECU, any day on which dealings in such Index
Currency are transacted in the London interbank market or (ii) if the Index
Currency is ECU, any day that does not appear as an ECU non-settlement day on
the display designated as "ISDE" on the Xxxxxx Monitor Money Rates Service (or a
day so designated by the ECU Banking Association) or, if ECU non-settlement days
do not appear on that page (and are not so designated), is not a day on which
payments in ECU cannot be settled in the international interbank market.
"Principal Financial Center" means the capital city of the country issuing the
Specified Currency in which any payment in respect of this Note is to be paid
or, solely with respect to the calculation of LIBOR, the Index Currency, except
that with respect to U.S. dollars, Australian dollars, Deutsche marks, Dutch
guilders, Italian lire, Swiss francs and ECU, the "Principal Financial Center"
shall be The City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and
Brussels, respectively.
The "Floating Interest Rate" on this Note will be calculated by
reference to the Interest Rate Basis or Bases, as specified on the first page
hereof, (a) plus or minus the Spread, if any, and/or (b) multiplied by the
Spread Multiplier, if any. The Interest Rate Basis may be one or more of: (a)
the CD Rate, (b) the CMT Rate, (c) the Commercial Paper Rate, (d) the Federal
Funds Rate, (e) LIBOR, (f) the Treasury Rate, (g) the Prime Rate or (h) such
other Interest Rate Basis or interest rate formula as is set forth on the first
page hereof. The "Index Maturity" is the period to maturity of the instrument or
obligation with respect to which the related Interest Rate Basis or Bases are
calculated. In addition, this Note may bear interest at the lowest of two or
more Interest Rate Basis or Bases determined in the same manner as the Floating
Interest Rates described above (except the interest rate for such Notes will not
be determined with reference to the
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Treasury Rate). Except as otherwise provided herein, all percentages resulting
from any calculation will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from
such calculation with be rounded to the nearest cent or, in the case of a
foreign currency or composite currency, to the nearest unit (with one-half cent
being rounded upward).
Notwithstanding the foregoing, if this Note is designated above as
having an Addendum attached, this Note shall bear interest in accordance with
the terms described in such Addendum.
Unless otherwise specified on the face hereof, the "Regular Record
Date" with respect to this Note shall be the fifteenth day immediately preceding
the related Interest Payment Date or Dates, whether or not such date shall be a
Business Day, and interest will be payable, in the case of Notes which reset
daily, weekly or monthly, on the third Wednesday of each month or on the third
Wednesday of each March, June, September and December of each year, as specified
on the face hereof; in the case of Notes which reset quarterly, on the third
Wednesday of March, June, September and December of each year; in the case of
Notes which reset semi-annually, on the third Wednesday of the two months of
each year specified on the face hereof; and in the case of Notes which reset
annually, on the third Wednesday of the month specified on the face hereof (each
an "Interest Payment Date"), and in each case, on the Maturity Date.
Except as provided on the face hereof, the rate of interest on this
Note will be reset daily, weekly, monthly, quarterly, semi-annually or annually
or at some other interval (each an "Interest Reset Period"), as specified on the
face hereof. Except as provided on the face hereof, if this Note resets daily,
the Interest Reset Date will be each Business Day; if this Note resets weekly,
the Interest Reset Date will be the Wednesday of each week (with the exception
of weekly reset Treasury Rate Notes, which reset the Tuesday of each week except
as provided below); if this Note resets monthly, the Interest Reset Date will be
the third Wednesday of each month; if this Note resets quarterly, the Interest
Reset Date will be the third Wednesday of each March, June, September and
December of each year; if this Note resets semi-annually, the Interest Reset
Date will be the third Wednesday of each of the two months of each year
specified on the face hereof; and if this Note resets annually, the Interest
Reset Date will be the third Wednesday of the month of each year as specified on
the face hereof. The interest rate in effect on each day that is not an Interest
Reset Date will be the interest rate determined as of the Interest Determination
Date pertaining to the immediately preceding Interest Reset Date and the
interest rate in effect on any day that is an Interest Reset Date will be the
interest rate determined as of the Interest Determination Date pertaining to
such Interest Reset Date; provided, however, that the interest rate in effect
for the period, if any, from the date of issue to the Initial Interest Reset
Date will be the Initial Interest Rate; provided, further, that if this Note is
a Floating Rate/Fixed Rate Note the interest rate in effect for the period
commencing on the Fixed Rate Commencement Date to the Maturity Date shall be the
Fixed Interest Rate specified on the face hereof or, if no interest rate is
specified, the interest rate in effect on the day immediately preceding the
Fixed Rate Commencement Date. If any Interest Reset Date would otherwise be a
day that is not a Business Day, the Interest Reset Date shall be postponed to
the next succeeding day that is a Business Day, except that in the case of a
LIBOR Note or a Note for which LIBOR is an applicable Interest Rate Basis and
such Business Day falls in the next succeeding calendar month, such Interest
Reset Date will be the immediately preceding Business Day. In addition, if the
Treasury Rate is an applicable Interest Rate Basis and the Interest
Determination Date would otherwise fall on an Interest Reset Date, then such
Interest Reset Date will be postponed to the next succeeding Business Day.
The interest rate applicable to the Interest Reset Period commencing on
the date of issue will be the Interest Rate provided on the face hereof. The
interest rate applicable to each succeeding Interest Reset Period commencing on
the related Interest Reset Date will be the rate determined as of the applicable
Interest Determination Date on or prior to the Calculation Date (as defined
below). The Interest Determination Date with respect to the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate and the Prime Rate will
be the second Business Day preceding the applicable Interest Reset Date; and the
Interest Determination Date with respect to LIBOR will be the second London
Business Day immediately preceding the applicable Interest Reset Date, unless
the Index Currency (as defined below) is British pounds sterling, in which case
the Interest Determination Date will be the applicable Interest Reset Date. The
Interest Determination Date with respect to the Treasury Rate will be the day in
the week in which the applicable Interest Reset Date falls on which day Treasury
Bills (as defined below) are normally auctioned (Treasury Bills are normally
sold at an auction held on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday); provided,
however, that if an
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auction is held on the Friday of the week preceding the applicable Interest
Reset Date, the Interest Determination Date shall be such preceding Friday. If
the interest rate of this Note is determined with reference to two or more
Interest Rate Bases the Interest Determination Date will be the first Business
Day which is a least two Business Days prior to the applicable Interest Reset
Date on which each Interest Rate Basis shall be determinable. Each Interest Rate
Basis shall be determined and compared as of such date, and the applicable
interest rate shall take effect on the applicable Interest Reset Date.
The Calculation Agent (which shall be The Bank of New York unless
otherwise specified on the face hereof and which may be changed by the Company
from time to time) shall calculate the Floating Interest Rate on this Note on or
before each Calculation Date and, upon request, provide the holders of the Notes
the Floating Interest Rate then in effect and, if different, the interest rate
which will become effective as a result of a determination made for the next
succeeding Interest Reset Date with respect to this Note. The Calculation
Agent's determination of any Floating Interest Rate will be final and binding in
the absence of manifest error. Unless otherwise specified on the face hereof or
in an Addendum hereto, the "Calculation Date", where applicable, pertaining to
any Interest Determination Date will be the earlier of (a) the tenth calendar
day after such Determination Date, or, if any such day is not a Business Day,
the next succeeding Business Day, or (b) the Business Day immediately preceding
the applicable Interest Payment Date or Maturity Date, as the case may be.
Notwithstanding the other provisions herein, the Floating Interest Rate
hereon which may accrue during any interest period shall not be greater than the
Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any,
shown on the first page hereof and, in addition, the Floating Interest Rate
shall in no event be higher than the maximum rate permitted by New York law, as
the same may be modified by U.S. law of general application.
The interest rate borne by this Note will be determined as follows:
(i) Unless the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate Note",
this Note shall be designated as a "Regular Floating Rate Note" and, except as
set forth below or on the face hereof, shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any, in each case as specified on the face hereof. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Rate Date specified on the face hereof;
provided, however, that the interest rate in effect for the period, if any, from
the Original Issue Date to the Initial Interest Reset Date shall be the Initial
Interest Rate.
(ii) If the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note", then, except as set forth below or
on the face hereof, this Note shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any.
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note shall be payable shall be reset as of each Interest Reset Date;
provided, however, that (y) the interest rate in effect for the period, if any,
from the Original Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate and (z) the interest rate in effect for the period
commencing on the Fixed Rate Commencement Date specified on the face hereof to
the Maturity Date shall be the Fixed Interest Rate specified on the face hereof
or, if no such Fixed Interest Rate is specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified on the face
hereof as an "Inverse Floating Rate Note", then, except as set forth below or on
the face hereof, this Note shall bear interest at the Fixed Interest Rate minus
the rate determined by reference to the applicable Interest Rate Basis or Bases
(a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any; provided, however, that, unless otherwise specified on the
face hereof, the interest rate hereon shall not be less than zero. Commencing on
the Initial Reset Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date; provided, however, that the
interest rate in effect for the period, if any, from the Original Issue Date to
the Initial Interest Reset Date shall be the Initial Interest Rate.
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Determination of CD Rate.
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The "CD Rate" will be determined by the Calculation Agent in accordance
with the following provisions:
"CD Rate" means, with respect to any Interest Determination Date
relating to a CD Rate Note or any Floating Rate Note for which the interest rate
is determined with reference to the CD Rate (a "CD Rate Interest Determination
Date"), the rate on such date for negotiable U.S. dollar certificates of deposit
having the Index Maturity specified on the face hereof as published by the Board
of Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication ("H.15(519)"), under the
heading "CDs (Secondary Market)," or, if not so published by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate will be the rate on such CD Rate Interest
Determination Date for negotiable U.S. dollar certificates of deposit of the
specified Index Maturity as published by the Federal Reserve Bank of New York in
its daily statistical release "Composite 3:30 P.M. Quotations for U.S.
Government Securities" or any successor publication ("Composite Quotations")
under the heading "Certificates of Deposit". If such rate is not published in
either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time,
on such related Calculation Date, then the CD Rate on such CD Rate Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on such CD Rate Interest Determination Date, of three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent, after consultation with the Company, for
negotiable U.S. dollar certificates of deposit of major U.S. money market banks
for negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified on the face hereof in an amount that is representative
for a single transaction in that market at that time; provided, however, that if
the dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate determined as of such CD Interest Rate Determination
Date will be the CD Rate in effect on such CD Rate Interest Determination Date.
Determination of CMT Rate.
The "CMT Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
Unless otherwise specified on the face hereof, "CMT Rate" means, with
respect to any Interest Determination Date relating to a Floating Rate Note for
which the interest rate is determined with reference to the CMT Rate (a "CMT
Rate Interest Determination Date"), the rate displayed on the Designated CMT
Telerate Page under the caption "...Treasury Constant Maturities...Federal
Reserve Board Release H.15...Mondays Approximately 3:45 P.M.", under the column
for the Designated CMT Maturity Index for (i) if the Designated CMT Telerate
Page is 7055, the rate on such CMT Rate Interest Determination Date and (ii) if
the Designated CMT Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page or is not displayed by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Rate Interest Determination
Date will be such treasury constant maturity rate for the Designated CMT
Maturity Index (as defined below) as published in the relevant H.15(519). If
such rate is no longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such CMT Rate
Interest Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other U.S. Treasury rate for the Designated
CMT Maturity Index) for the CMT Rate Interest Determination Date with respect to
such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City time, on
such CMT Rate Interest Determination Date reported, according to their written
records, by three leading primary U.S. government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent, after
consultation with the Company, and eliminating the highest quotation (or, in the
event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest), for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury Notes") with
an original maturity of approximately the Designated CMT Maturity Index and a
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remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. If the Calculation Agent is unable to obtain three such Treasury
Note quotations, the CMT Rate on such CMT Rate Interest Determination Date will
be calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market offer side prices as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York (from five
such Reference Dealers selected by the Calculation Agent, after consultation
with the Company, and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then the CMT Rate will
be based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided however, that
if fewer than three Reference Dealers so selected by the Calculation Agent are
quoting as mentioned herein, the CMT Rate determined as of such CMT Rate
Interest Determination Date will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain from five Reference Dealers quotations for the Treasury Note with the
shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow Xxxxx
Telerate Service on the page specified on the face hereof (or any other page as
may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)). If no such page is specified on
the face hereof, the Designated CMT Telerate Page shall be 7052 for the most
recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the Designated
CMT Maturity Index shall be 2 years.
Determination of Commercial Paper Rate.
----------------------------------------
The "Commercial Paper Rate" will be determined by the Calculation Agent
in accordance with the following provisions:
"Commercial Paper Rate" means, with respect to any Interest
Determination Date relating to a Floating Rate Note for which the interest rate
is determined with reference to the Commercial Paper Rate (a "Commercial Paper
Rate Interest Determination Date"), the Money Market Yield (as defined below) on
such date of the rate for commercial paper having the Index Maturity specified
on the first page hereof as published in H.15(519) under the heading "Commercial
Paper". In the event such rate is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date shall be the Money Market
Yield of the rate for commercial paper having the Index Maturity specified on
the face hereof as published in Composite Quotations under the heading
"Commercial Paper" (with an Index Maturity of one month or three months being
deemed to be equivalent to the Index Maturity of 30 days or 90 days,
respectively). If such rate is not yet published in either H.15(519) or
Composite Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial Paper Rate
Interest Determination Date of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent, after consultation with the
Company, for commercial paper of the specified Index Maturity placed for an
industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized statistical rating organization; provided, however, that
if the dealers so selected by the Calculation Agent are not quoting as mentioned
in this sentence, the Commercial Paper Rate determined as of such Commercial
Paper Rate Interest Determination Date will be the Commercial Paper Rate in
effect on such Commercial Paper Rate Interest Determination Date.
-7-
9
"Money Market Yield" shall be the yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 x D
-----------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
Determination of Federal Funds Rate.
The "Federal Funds Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
"Federal Funds Rate" means, with respect to any Interest Determination
Date relating to a Floating Rate Note for which the interest rate is determined
with reference to the Federal Funds Rate (a "Federal Funds Rate Interest
Determination Date"), the rate on that date for U.S. dollar federal funds as
published in H.15(519) under the heading "Federal Funds (Effective)" or, if not
so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Rate Interest Determination Date, as published
in Composite Quotations under the heading "Federal Funds/Effective Rate". If
such rate is not published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then the Federal
Funds Rate on such Federal Funds Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates
for the last transaction in overnight U.S. dollar federal funds arranged by
three leading brokers of federal funds transactions in The City of New York
selected by the Calculation Agent, after consultation with the Company, prior to
9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate then in effect on such Federal Funds Rate Interest
Determination Date.
Determination of LIBOR.
-----------------------
"LIBOR" will be determined by the Calculation Agent in accordance with
the following provisions:
(i) With respect to any Interest Determination Date relating
to a Floating Rate Note for which the interest rate is determined with reference
to LIBOR (a "LIBOR Interest Determination Date"), LIBOR will be either: (a) if
"LIBOR Reuters" is specified on the face hereof, the arithmetic mean of the
offered rates (unless the Designated LIBOR Page by its terms provides only for a
single rate, in which case such single rate shall be used) for deposits in the
Index Currency having the Index Maturity specified on the face hereof,
commencing on the applicable Interest Reset Date, that appear (or, if only a
single rate is required as aforesaid, appears) on the Designated LIBOR Page as
of 11:00 A.M., London time, on such LIBOR Interest Determination Date, or (b) if
"LIBOR Telerate" is specified on the face page hereof or if neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the rate for deposits in the Index Currency having the Index
Maturity specified on the face hereof, commencing on such Interest Reset Date,
that appears on the Designated LIBOR Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If fewer than two such offered rates appear,
or if no such rate appears, as applicable, LIBOR in respect on such LIBOR
Interest Determination Date will be determined as if the parties had specified
the rate described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears, as the case may
be, on the Designated LIBOR Page, as specified in (i) above, the Calculation
Agent will request the principal London offices of each of four major reference
banks in the London interbank market, as selected by the Calculation Agent,
after consultation with the Company, to provide the Calculation Agent with its
offered quotation for deposits in the Index Currency for the period of the Index
Maturity specified on the face hereof, commencing on the applicable Interest
Reset Date, to prime banks in the London interbank market at approximately 11:00
A.M., London time, on such LIBOR Interest Determination Date and in a principal
amount that is representative
-8-
10
for a single transaction in such Index Currency in such market at such time. If
at least two such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center (as
defined above), on such LIBOR Interest Determination Date by three major banks
in such Principal Financial Center selected by the Calculation Agent, after
consultation with the Company, for loans in the Index Currency to leading
European banks, having the Index Maturity specified on the face hereof and in a
principal amount that is representative for a single transaction in such Index
Currency in such market at such time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as mentioned in this sentence,
LIBOR determined as of such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency or composite currency specified on
the face hereof as to which LIBOR shall be calculated. If no such currency or
composite currency is specified on the face hereof, the Index Currency shall be
U.S. dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on
the face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is
specified on the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified on the face hereof as the method for calculating LIBOR, the display on
the Dow Xxxxx Telerate Service (or any successor service) for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency.
Determination of Prime Rate.
----------------------------
The "Prime Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
"Prime Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined with
reference to the Prime Rate (a "Prime Rate Interest Determination Date"), the
rate on such date as such rate is published in H.15(519) under the heading "Bank
Prime Loan". If such rate is not published prior to 3:00 P.M., New York City
time, on the related Calculation Date, then the Prime Rate will be the
arithmetic mean of the rates of interest publicly announced by each bank that
appears on the Reuters Screen USPRIME1 (as defined below) as such bank's prime
rate or base lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
USPRIME1 for the Prime Rate Interest Determination Date, then the Prime Rate
will be determined by the Calculation Agent and will be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in The City of New
York selected by the Calculation Agent, after consultation with the Company. If
fewer than four such quotations are so provided, then the Prime Rate shall be
the arithmetic mean of four prime rates quoted on the basis of the actual number
of days in the year divided by a 360-day year as of the close of business on
such Prime Rate Interest Determination Date as furnished in The City of New York
by the major money center banks, if any, that have provided such quotations and
by as many substitute banks or trust companies as necessary in order to obtain
four such prime rate quotations, provided such substitute banks or trust
companies are organized and doing business under the laws of the United States,
or any State thereof, each having total equity capital of at least $500 million
and being subject to supervision or examination by Federal or State authority,
selected by the Calculation Agent, after consultation with the Company, to
provide such rate or rates; provided, however, that if the banks or trust
companies so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.
"Reuters Screen USPRIME1" means the display designated as page
"USPRIME1" on the Reuter Monitor Money Rates Service (or such other page as may
replace the USPRIME1 page on that service for the purpose of displaying prime
rates or base lending rates of major U.S. banks).
-9-
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Determination of Treasury Rate.
-------------------------------
The "Treasury Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
"Treasury Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined by
reference to the Treasury Rate (a "Treasury Rate Interest Determination Date"),
the rate from the auction held on such Treasury Rate Interest Determination Date
(the "Auction") of direct obligations of the United States ("Treasury Bills")
having the Index Maturity specified on the face hereof, as such rate is
published in H.15(519) under the heading "Treasury Bills-auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury. In the event that the results of the Auction
of Treasury Bills having the Index Maturity specified in the applicable Pricing
Supplement are not reported as provided by 3:00 P.M., New York City time, on the
related Calculation Date, or if no such Auction is held, then the Treasury Rate
will be calculated by the Calculation Agent and will be a yield to maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Rate Interest Determination Date, of three leading primary U.S.
government securities dealers selected by the Calculation Agent, after
consultation with the Company, for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified in the applicable Pricing
Supplement; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate determined as of such Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.
The Company is obligated to make payment of principal, premium, if any,
and interest, if any, in respect of this Note in the Specified Currency (or, if
the Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is other
than U.S. dollars, any such amounts so payable by the Company will be converted
by the Exchange Rate Agent specified above into U.S. dollars for payment to the
Holder of this Note; provided, however, that the Holder of this Note may elect
to receive such amounts in such Specified Currency pursuant to the provisions
set forth below.
If the Specified Currency is other than U.S. dollars and the Holder of
this Note shall not have duly made an election to receive all or a specified
portion of any payment of principal, premium, if any, and/or interest, if any,
in respect of this Note in the Specified Currency, any U.S. dollar amount to be
received by the Holder of this Note will be based on the highest bid quotation
in The City of New York received by the Exchange Rate Agent at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Company for the purchase by the quoting dealer of the Specified
Currency for U.S. dollars for settlement on such payment date in the aggregate
amount of the Specified Currency payable to all holders of Notes scheduled to
receive U.S. dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by the Holder of
this Note by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.
If the Specified Currency is other than U.S. dollars, the Holder of
this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest, if any, in respect of this Note in
the Specified Currency by submitting a written request for such payment to the
Trustee at its Corporate Trust Office in the Borough of Manhattan, The City of
New York on or prior to the applicable Record Date or at least 15 calendar days
prior to the Maturity Date, as the case may be. Such written request may be
mailed or hand delivered or sent by cable, telex or other form of facsimile
transmission. The Holder of this Note may elect to receive all or a specified
portion of all future payments in the Specified Currency in respect of such
principal, premium, if any, and/or interest, if any, and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the applicable Record
Date or at least 15 calendar days prior to the Maturity Date, as the case may
be, and no such revocation or any new election may be made
-10-
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with respect to payments hereon with respect to which (i) an Event of Default
has occurred, (ii) the Company has exercised any of its defeasance or covenant
defeasance options or (iii) the Company has given a notice of redemption.
If the Specified Currency is other than U.S. dollars or a composite
currency and the Holder of this Note shall have duly made an election to receive
all or a specified portion of any payment of principal, premium, if any, and/or
interest in respect of this Note in the Specified Currency and if the Specified
Currency is not available due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
the Company will be entitled to satisfy its obligations to the Holder of this
Note by making such payment in U.S. dollars on the basis of the Market Exchange
Rate (as defined below) on the second Business Day prior to such payment or, if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate or as otherwise specified on the face
hereof; provided, however, that is such Specified Currency is replaced by a
single European currency, the payment of principal of, premium, if any, or
interest on this Note denominated in such a currency shall be effected in the
new single European currency in conformity with legally applicable measures
taken pursuant to, or by virtue of, the treaty establishing the European
Community, as amended by the treaty on European Unity. The "Market Exchange
Rate" for the Specified Currency means the noon dollar buying rate in The City
of New York for cable transfers for the Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made in U.S. dollars or a new
single European currency where the required payment is in a Specified Currency
other than U.S. dollars or such single European currency, respectively, will not
constitute an Event of Default (as defined in the Indenture).
If the Specified Currency is a composite currency and the Holder of
this Note shall have duly made an election to receive all or a specified portion
of any payment of principal, premium, if any, and/or interest, if any, in
respect of this Note in the Specified Currency and if such composite currency is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, then the Company will be entitled to satisfy
its obligations to the Holder of this Note by making such payment in U.S.
dollars. The amount of each payment in U.S. dollars shall be computed by the
Exchange Rate Agent on the basis of the equivalent of the composite currency in
U.S. dollars. The component currencies of the composite currency for this
purpose (collectively, the "Component Currencies" and each, a "Component
Currency") shall be the currency amounts that were components of the composite
currency as of the last day on which the composite currency was used. The
equivalent of the composite currency in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of the Component Currencies. The U.S.
dollar equivalent of each of the Component Currencies shall be determined by the
Exchange Rate Agent on the basis of the most recently available Market Exchange
Rate for each such Component Currency, or as otherwise specified on the face
hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder of this Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth on
the face hereof.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, Owens Corning has caused this Note to be duly
executed.
XXXXX CORNING
By
--------------------------------
Title:
By
--------------------------------
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
Dated:
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By
------------------------------
Authorized Signatory
-12-
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[REVERSE OF NOTE]
XXXXX CORNING
MEDIUM-TERM NOTE
(Floating Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of May 5, 1997, as amended, modified or supplemented from time to time
(the "Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the holders of the Debt
Securities, and of the terms upon which the Debt Securities are, and are to be,
authenticated and delivered. This Note is one of the series of Debt Securities
designated as "Medium-Term Notes" (the "Notes"). All terms used but not defined
in this Note specified on the face hereof or in an Addendum hereto shall have
the meanings assigned to such terms in the Indenture.
This Note is issuable only in registered form without coupons in
minimum denominations of U.S.$100,000 and integral multiples of U.S. $1,000 in
excess thereof or the minimum Authorized Denomination specified on the face
hereof.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated
Maturity.
This Note will be subject to redemption at the option of the Company on
any date on or after the Redemption Commencement Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$100,000
or the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S.$1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), together with unpaid
interest accrued hereon to the date fixed for redemption (each, a "Redemption
Date"), on notice given not more than 60 nor less than 30 calendar days prior to
the Redemption Date and in accordance with the provisions of the Indenture. If
this Note is not an Original Issue Discount Note, the"Redemption Price" shall
initially be the Initial Redemption Percentage specified on the face hereof
multiplied by the unpaid principal amount of this Note to be redeemed. The
Initial Redemption Percentage shall decline at each anniversary of the
Redemption Commencement Date by an amount equal to the Annual Redemption
Percentage Reduction, if any, specified on the face hereof until the Redemption
Price is equal to 100% of the unpaid principal amount to be redeemed. If this
Note is an Original Issue Discount Note, the Redemption Price shall be as set
forth below. In the event of redemption of this Note in part only, a new Note of
like tenor for the unredeemed portion hereof and otherwise having the same terms
as this Note shall be issued in the name of the Holder hereof upon the
presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of
the Holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
or the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S.$100,000 or such minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal amount
to be repaid, together with unpaid interest accrued hereon to the date fixed for
repayment (each, a "Repayment Date"). For this Note to be repaid, this Note must
be received, together with the form hereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its Corporate Trust Office in the Borough of
Manhattan, The City of New York (or at such other address of which the Company
shall from time to time designate and notify holders of the Notes) not more than
60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such
repayment option by the Holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note shall be issued
in the name of the Holder hereof upon the presentation and surrender hereof.
If this is a Global Security representing Book-Entry Notes, only the
Depositary may exercise the repayment option in respect of this Note.
Accordingly, if this is a Global Security representing Book-Entry Notes and the
beneficial owner desires to have all or any portion of the Book-Entry Note
represented by this Global Security repaid, the beneficial owner must instruct
the participant through which he owns his interest to direct the Depositary to
exercise the repayment option on his behalf by delivering this Note and duly
completed election form to the Trustee as aforesaid.
-1-
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If this Note is an Original Issue Discount Note as specified on the
face hereof, the amount payable to the Holder of this Note in the event of
redemption, repayment or acceleration of maturity will be equal to the sum of
(i) the Issue Price specified on the face hereof (increased by any accruals of
the Discount, as defined below) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable) and (ii) any unpaid
interest on this Note accrued from the Original Issue Date to the Redemption
Date, Repayment Date or date of acceleration of maturity, as the case may be.
The difference between the Issue Price and 100% of the principal amount of this
Note is referred to herein as the "Discount".
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be accrued so as to cause the yield on the Note to
be constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period), a coupon equal to the
initial coupon rate applicable to this Note and an assumption that the maturity
of this Note will not be accelerated. If the period from the Original Issue Date
to the initial Interest Payment Date (the "Initial Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period will be accrued. If the Initial Period is longer than
the compounding period, then such period will be divided into a regular
compounding period and a short period with the short period being treated as
provided in the preceding sentence.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debt Securities at any time by the
Company and the Trustee with the consent of the holders of not less than a
majority of the aggregate principal amount of all Debt Securities at the time
outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of not less than a majority of the aggregate principal
amount of the outstanding Debt Securities of any series, on behalf of the
holders of all such Debt Securities, to waive compliance by the Company with
certain provisions of the Indenture. Furthermore, provisions in the Indenture
permit the holders of not less than a majority of the aggregate principal amount
of the outstanding Debt Securities of any series, in certain instances, to
waive, on behalf of all of the holders of Debt Securities of such series,
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and other Notes issued
upon the registration of transfer hereof or in exchange heretofore or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest, if
any, in respect of this Note at the times, places and rate or formula, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the Holder hereof surrendering the
same.
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No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The internal laws of the State of New York shall govern the Indenture
and the Notes.
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17
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian _____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------
| |
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(Please print or typewrite name and address including postal zip code of
assignee)
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this Note and all rights thereunder hereby irrevocably constituting and appointing
____________________________________________________________________, Attorney,
to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.
Dated:
------------------------ -----------------------------------------
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Notice: The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of
this Note in every particular,
without alteration or enlargement
or any change whatsoever.
|
Signature Guaranty:
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18
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to _____% of the principal amount to be repaid, together
with unpaid interest accrued hereon to the Repayment Date, to the undersigned,
at ___________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office in the Borough of Manhattan, The City of New York, currently
located at [_____________], not more than 60 nor less than 30 calendar days
prior to the Repayment Date, this Note with this "Option to Elect Repayment"
form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion thereof (which shall be increments of U.S.$1,000 (or, if the
Specified Currency is other than U.S. dollars, the minimum Authorized
Denomination specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall be an
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $______
_________________________________
Notice: The signature(s) on this
Option to Elect Repayment must
correspond with the name(s) as
written upon the face of this Note
in every particular, without
alteration or enlargement or any
change whatsoever.
Date: ________________
Signature Guaranty: __________________________________
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