Exhibit 4.2
[FORM OF FLOATING RATE NOTE]
[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF _______________ OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO
_______________ OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, _______________, HAS AN INTEREST HEREIN.(1)
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC
TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC
OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.(2)
REGISTERED REGISTERED
NO. FLR-[__________] PRINCIPAL AMOUNT
CUSIP NO. [________] $[_________]
OLD NATIONAL BANCORP
MEDIUM-TERM NOTE
(FLOATING RATE)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
IF LIBOR: IF CMT RATE:
[ ] LIBOR Reuters Designated CMT Telerate Page:
[ ] LIBOR Telerate If Telerate Page 7052:
[ ] Weekly Average
[ ] Monthly Average
Designated CMT Maturity Index:
------------------
1 This paragraph applies to global Notes only.
2 This paragraph applies to global Notes only.
INITIAL INTEREST RATE: %
INITIAL INTEREST RESET DATE:
INTEREST RESET PERIOD:
INTEREST RESET DATE(S):
INTEREST PAYMENT DATE(S):
INDEX MATURITY:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
MINIMUM INTEREST RATE: %
MAXIMUM INTEREST RATE: %
INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE: %
ANNUAL REDEMPTION PERCENTAGE REDUCTION: %
OPTIONAL REPAYMENT DATE(S):
INTEREST CALCULATION: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate Note from to
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: % from to
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest Rate: % from to
[ ] Discount Note Issue Price: % Applicable Interest Rate Basis:
AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples
thereof
[ ] Other:
ISSUE PRICE:
CALCULATION AGENT: AGENT'S DISCOUNT OR COMMISSION:
ADDENDUM ATTACHED OTHER/ADDITIONAL PROVISIONS:
[ ] Yes
[ ] No
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OLD NATIONAL BANCORP, an Indiana corporation (the "Company," which
term includes any successor under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________ or its registered
assigns, the principal sum of _______________ Dollars ($_____________), on the
Stated Maturity Date specified above (or any Redemption Date or Repayment
Date, each as defined on the reverse hereof or upon any declaration of
acceleration) (each such Stated Maturity Date, Redemption Date, Repayment Date
or declaration of acceleration being hereinafter referred to as the "Maturity
Date" with respect to the principal repayable on such date) and to pay
interest thereon, at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above and
thereafter at a rate determined in accordance with the provisions specified
above and on the reverse hereof with respect to one or more Interest Rate
Bases specified above until the principal hereof is paid or duly made
available for payment. The Company shall 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 Regular Record Date
(as defined below) and the next succeeding Interest Payment Date, interest
payments shall commence on the second Interest Payment Date next succeeding
the Original Issue Date to the Holder of this Note on the Regular Record Date
with respect to such second Interest Payment Date.
Interest on this Note shall 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"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, subject to certain
exceptions described herein, be paid to the Person in whose name this Note (or
one or more predecessor Notes) is registered in the Security Register
applicable to this Note at the close of business on the fifteenth calendar day
(whether or not a Business Day, as defined on the reverse hereof) immediately
preceding such Interest Payment Date (the "Regular Record Date"); provided,
however, that interest payable on the Maturity Date shall 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") shall forthwith cease to be payable to the Holder on
any Regular Record Date, and shall be paid to the Person in whose name this
Note is registered in the Security Register applicable to this Note 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 hereinafter
referred to, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to the Special Record Date or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which 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.
Payments of principal of, premium, if any, and interest in respect of
this Note due on the Maturity Date shall be made in immediately available
funds upon presentation and surrender of this Note (and, with respect to any
applicable Repayment Date, a duly completed election form as contemplated on
the reverse hereof) at the corporate trust office of the Trustee in the
Borough of Manhattan, The City of New York, or at such other paying agency in
[THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK], which is maintained by the
Trustee where Notes may be presented for
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payment, registration of transfer or exchange, and where notices to or demands
upon the Company in respect of the Notes or the Indenture may be made, as the
Company may determine. Payment of interest due on any Interest Payment Date
other than the Maturity Date shall 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 more in aggregate principal
amount of Notes (whether having identical or different terms and provisions)
shall be entitled to receive interest payments 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.
If any Interest Payment Date other than the Maturity Date would
otherwise be a day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except that if LIBOR
is an applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day, and if the Maturity Date falls on a day that is not a
Business Day, the required payment of principal, premium, if any, and interest
shall be made on the next succeeding Business Day, each with the same force
and effect as if made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be, to the date of
such payment on the next succeeding Business Day.
As used herein, "Business Day" means any day, other than a Saturday
or Sunday, that is not a day on which banking institutions are authorized or
required by law, regulation or executive order to close in The City of New
York; provided, however, that if LIBOR is an applicable Interest Rate Basis on
this Note, such day is also a London Business Day (as defined below). "London
Business Day" means any day on which dealings in United States dollars are
transacted in the London interbank market.
The Company is obligated to make payment of principal of, premium, if
any, and interest in respect of this Note in United States dollars or in such
other coin or currency of the United States of America as at the time of such
payment is legal tender for the payment of public and private debts.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof after the Trustee's Certificate of Authentication
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.
Notwithstanding any provisions to the contrary contained herein, if
the face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply, this Note shall be subject to the terms
set forth in such Addendum or such "Other/Additional Provisions."
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, the Company has caused this instrument to be duly
executed manually or by facsimile by its authorized officers.
Dated:
OLD NATIONAL BANCORP
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Attest:
By:
------------------------
Name:
----------------------
Title:
---------------------
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
BANK ONE TRUST COMPANY, N.A.
as Trustee
By:
----------------------------
Authorized Officer
Name:
--------------------------
Title:
-------------------------
SS-115693-2
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[REVERSE OF NOTE]
OLD NATIONAL BANCORP
MEDIUM-TERM NOTE
(Floating Rate)
This Note is one of a duly authorized issue of debt securities of the
Company (hereinafter called the "Securities"), issued or to be issued under
and pursuant to an Indenture dated as of ____________, 1997, as amended,
modified or supplemented from time to time (herein called the "Indenture"),
duly executed and delivered by the Company to Bank One Trust Company, N.A., as
Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture with respect to the series of Securities of which
this Note is a part), to which Indenture and all indentures supplemental
thereto relating to this Note and the Officer's Certificate setting forth the
terms of this series of Securities reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities, and
of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Note is one of the series of Securities designated as
"Medium-Term Notes Due Nine Months or More From Date of Issue" (the "Notes").
This Note is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and in integral multiples of $1,000 in
excess thereof or the minimum Authorized Denomination specified on the face
hereof.
This Note shall 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, shall not be redeemable or repayable prior to the
Stated Maturity Date.
This Note shall be subject to redemption at the option of the Company
on any date on or after the Initial Redemption Date, 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. $1,000 or such minimum
Authorized Denomination), at the Redemption Price (as defined below), together
with unpaid interest accrued thereon to the date fixed for redemption (the
"Redemption Date"), on written notice given to the Holder of this Note no more
than 60 nor less than 30 calendar days prior to the Redemption Date and in
accordance with the provisions of the Indenture. If no Initial Redemption
Date is set forth on the face hereof, this Note may not be redeemed prior to
Maturity. The "Redemption Price," if any, shall initially be the Initial
Redemption Percentage specified on the face hereof, if any, multiplied by the
unpaid principal amount of this Note to be redeemed. The Initial Redemption
Percentage, if any, shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof until the Redemption Price is 100% of the unpaid
principal amount to be redeemed. 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.
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This Note shall 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 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. $1,000 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 thereon to the date fixed for
repayment (each, a "Repayment Date"). If an Optional Repayment Date is not
set forth on the face hereof, this Note shall not be repayable at the option
of the Holder hereof prior to Maturity. 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 not
more than 60 nor less than 30 calendar days prior to the Repayment Date.
Exercise of such repayment option by the Holder hereof shall 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 the Interest Calculation of this Note is specified on the face
hereof as a Discount Note, the amount payable to the Holder of this Note in
the event of redemption, repayment or acceleration of maturity of this Note
shall be equal to the sum of (i) the Issue Price, if any, 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), if any, 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 shall be accrued so as to cause the yield on the
Note to be constant. The assumed constant yield shall be calculated using a
30-day month, 360-day year convention, a compounding period that, except for
the Initial Accrual Period (as defined below), corresponds to the shortest
period between Interest Payment Dates (with ratable accruals within a
compounding period), a constant coupon rate equal to the initial interest rate
applicable to this Note and an assumption that the maturity of this Note shall
not be accelerated. If the period from the Original Issue Date to the initial
Interest Payment Date (the "Initial Accrual Period") is shorter than the
compounding period for this Note, a proportionate amount of the yield for an
entire compounding period shall be accrued. If the Initial Accrual Period is
longer than the compounding period, then such period shall be divided into a
regular compounding period and a short period, with the short period being
treated as provided in the preceding sentence.
The interest rate borne by this Note shall be determined as follows:
(i) Unless the Interest Calculation of this Note is
specified on the face hereof as "Floating Rate/Fixed Rate Note" or an
"Inverse Floating Rate Note," or as having an Addendum attached or
having "Other/Additional Provisions" apply, in each case relating to
a different interest rate formula, 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
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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 Reset 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 Calculation 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 date immediately preceding the Fixed
Rate Commencement Date.
(iii) If the Interest Calculation 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 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 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.
Unless otherwise specified on the face hereof, the rate with respect
to each Interest Rate Basis shall be determined in accordance with the
applicable provisions below. Except as set forth above or on the face hereof,
the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest
Reset Date or (ii) if such day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately preceding
the most recent Interest Reset Date.
If any Interest Reset Date would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next
succeeding Business Day, except that if LIBOR is an applicable Interest Rate
Basis and such Business Day falls in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day. In
addition, if the Treasury Rate is an applicable Interest Rate Basis and the
Interest Determination Date would
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otherwise fall on an Interest Reset Date, then such Interest Reset Date shall
be postponed to the next succeeding Business Day.
As used herein, "Business Day" means any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order
to close in The City of New York; provided, however, that if LIBOR is an
applicable Interest Rate Basis on this Note, such day is also a London
Business Day (as defined below). "London Business Day" means any day on which
dealings in United States dollars are transacted in the London interbank
market.
The interest rate applicable to each Interest Reset Period (as
specified on the face hereof) commencing on the related Interest Reset Date
shall be the rate determined by the Calculation Agent as of the applicable
Interest Determination Date and calculated on or prior to the Calculation Date
(as hereinafter defined), except with respect to LIBOR and the Eleventh
District Cost of Funds Rate, which shall be calculated on such Interest
Determination Date. 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 shall be the second Business Day immediately preceding the
applicable Interest Reset Date; the "Interest Determination Date" with respect
to the Eleventh District Cost of Funds Rate shall be the last working day of
the month immediately preceding the applicable Interest Reset Date on which
the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below); and the "Interest Determination Date"
with respect to LIBOR shall be the second London Business Day immediately
preceding the applicable Interest Reset Date. The "Interest Determination
Date" with respect to the Treasury Rate shall 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 auction is held on the Friday of the week preceding the applicable Interest
Reset Date, the Interest Determination Date shall be such preceding Friday;
provided, further, that if the Interest Determination Date would otherwise
fall on an Interest Reset Date, then such Interest Reset Date shall be
postponed to the next succeeding Business Day. If the interest rate of this
Note is determined with reference to two or more Interest Rate Bases specified
on the face hereof, the "Interest Determination Date" pertaining to this Note
shall be the most recent Business Day which is at least two Business Days
prior to the applicable Interest Reset Date on which each Interest Rate Basis
is determinable. Each Interest Rate Basis shall be determined as of such
date, and the applicable interest rate shall take effect on the related
Interest Reset Date.
CD Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the CD Rate, the CD Rate shall be determined as of the
applicable Interest Determination Date (a "CD Rate Interest Determination
Date") as the rate on such date for negotiable United States 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 published by 3:00 P.M., New York City time, on the related Calculation
Date (as defined below), the rate on such CD Rate Interest Determination Date
for negotiable United States dollar certificates of deposit of the Index
Maturity as published by the Federal Reserve Bank of New York in its daily
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statistical release "Composite 3:30 P.M. Quotations for United States
Government Securities" or any successor publication ("Composite Quotations")
under the heading "Certificates of Deposit." 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 CD Rate on such CD Rate
Interest Determination Date shall be calculated by the Calculation Agent
specified on the face hereof and shall 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
United States dollar certificates of deposit in The City of New York selected
by the Calculation Agent after consultation with the Company for negotiable
United States Dollar certificates of deposit of major United States money
market banks with a remaining maturity closest to the Index Maturity 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 Rate Interest Determination Date shall be the CD Rate in effect on
such CD Rate Interest Determination Date.
CMT Rate. If an Interest Rate Basis for this Note is specified on
the face hereof as the CMT Rate, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date") as the rate displayed on the Designated CMT Telerate Page (as defined
below) 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 (as defined below) 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
weekly or the monthly average, as applicable for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, 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 shall be such treasury constant
maturity rate for the Designated CMT Maturity Index 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 shall be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States 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 shall be calculated by the Calculation Agent and shall 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 Rate reported, according to their written records, by three
leading primary United States 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 quotation equality, one of the highest) and the lowest quotation
(or, in the event of quotation equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an
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original maturity of approximately the Designated CMT Maturity Index and a
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 shall be calculated by the Calculation Agent and shall 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 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 quotation equality, one of the highest) and the lowest quotation
(or, in the event of quotation 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 U.S.
$100 million. If three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate shall be based on the arithmetic
mean of the offer prices obtained and neither the highest nor the lowest of
such quotes shall be eliminated; provided, however, that if fewer than three
Reference Dealers selected by the Calculation Agent are quoting as mentioned
herein, the CMT Rate determined as of such CMT Rate Interest Determination
Date shall 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 shall 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 (or any successor 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 United States 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 shall
be calculated. If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.
Commercial Paper Rate. If an Interest Rate Basis for this Note is
specified on the face hereof as the Commercial Paper Rate, the Commercial
Paper Rate shall be determined as of the applicable Interest Determination
Date (a "Commercial Paper Rate Interest Determination Date") as the Money
Market Yield (as defined below) on such date of the rate for commercial paper
having the Index Maturity as published in H.15(519) under the heading
"Commercial Paper." In the event that such rate is not published by 3:00
P.M., New York City time, on the applicable 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 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 an 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 such Calculation
Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest
Determination Date shall be calculated by the Calculation Agent
-12-
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 having the 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 shall be the
Commercial Paper Rate in effect on such Commercial Paper Rate Interest
Determination Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
------------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the Interest Period for which interest is being
calculated.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for
this Note is specified on the face hereof as the Eleventh District Cost of
Funds Rate, the Eleventh District Cost of Funds Rate shall be determined as of
the applicable Interest Determination Date (an "Eleventh District Cost of
Funds Rate Interest Determination Date") as the rate equal to the monthly
weighted average cost of funds for the calendar month immediately preceding
the month in which such Eleventh District Cost of Funds Rate Interest
Determination Date falls, as set forth under the caption "11th District" on
Telerate Page 7058 as of 11:00 A.M., San Francisco time, on such Eleventh
District Cost of Funds Rate Interest Determination Date. If such rate does
not appear on Telerate Page 7058 on such Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate on
such Eleventh District Cost of Funds Rate Interest Determination Date shall be
the monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the
"Index") by the FHLB of San Francisco as such cost of funds for the calendar
month immediately preceding such Eleventh District cost of Funds Rate Interest
Determination Date. If the FHLB of San Francisco fails to announce the Index
on or prior to such Eleventh District Cost of Funds Rate Interest
Determination Date for the calendar month immediately preceding such Eleventh
District Cost of Funds Rate Interest Determination Date, the Eleventh District
Cost of Funds Rate determined as of such Eleventh District Cost of Funds Rate
Interest Determination Date shall be the Eleventh District Cost of Funds Rate
in effect on such Eleventh District Cost of Funds Rate Interest Determination
Date.
Federal Funds Rate. If an Interest Rate Basis for this Note is
specified on the face hereof as the Federal Funds Rate, the Federal Funds Rate
shall be determined as of the applicable Interest Determination Date (a
"Federal Funds Rate Interest Determination Date") as the rate on such date for
United States dollar federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not published by 3:00 P.M., New York City
time, on the Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date as published in Composite Quotations
-13-
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 Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates for the last
transaction in overnight United States 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 shall be
the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
LIBOR. If an Interest Rate basis for this Note is specified on the
face hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as
of the application Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions:
(i) if (a) "LIBOR Reuters" is specified on the face
hereof, the arithmetic mean of the offered rates (unless the
Designated LIBOR Page (as defined below) by its terms provides only
for a single rate, in which case such single rate shall be used) for
deposits in United States dollars having the Index Maturity,
commencing on the applicable Interest Reset Date, that appear (or, if
not a single rate is required as aforesaid, appears) on the
Designated LIBOR Page (as defined below) as of 11:00 A.M., London
time, on such LIBOR Interest Determination Date, or (b) "LIBOR
Telerate" is specified on the face 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 United States
dollars having the Index Maturity, commencing on the applicable
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 appears, or if no such rate
appears, as applicable, LIBOR on such LIBOR Interest Determination
Date shall be determined in accordance with the provisions described
in clause (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 clause
(i) above, the Calculation Agent shall 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 United States dollars for the period of the
Index Maturity, 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 for a single transaction in
United States dollars in such market at such time. If at least two
such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date shall be the arithmetic mean of such quotations.
If fewer than two such quotations are so provided, then LIBOR on such
LIBOR Interest Determination Date shall be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., in The City of New York, on
such LIBOR Interest Determination Date by three major money center
banks in The City of New
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York selected by the Calculation Agent after consultation with the
Company for loans in United States dollars to leading European banks,
having the Index Maturity and in a principal amount that is
representative for a single transaction in United States dollars 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 shall be LIBOR in effect on such LIBOR Interest
Determination Date.
"Designated LIBOR Page" means (i) if "LIBOR Reuters" is specified in
the applicable Pricing Supplement, the display on the Reuters Monitor Money
Rates Service (or any successor service) on the page designated as page "LIBO"
(or such other page as may replace such page on such service for the purpose
of displaying the London interbank offered rates of major banks for United
States dollars), or (ii) if "LIBOR Telerate" is specified on the face hereof
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the face herof
as the method of calculating LIBOR, the display on the Dow Xxxxx Telerate
Service (or any successor service) on the page designated as page "3750" (or
such other page as may replace such page on such service for the purpose of
displaying the London interbank offered rates of major banks for United States
dollars).
Prime Rate. If an Interest Rate Basis for this Note is specified on
the face hereto as the Prime Rate, the Prime Rate shall be determined as of
the applicable Interest Determination Date (a "Prime Rate Interest
Determination Date") as 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 shall be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME1 Page (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 Page for such Prime Rate Interest
Determination Date, the Prime Rate shall be the arithmetic mean of the prime
rates or base lending 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, 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 a reasonable number of substitute banks or trust
companies necessary in order to obtain such four 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 U.S. $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 shall be the
Prime Rate in effect on such Prime Rate Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as
may replace the USPRIME1 page
-15-
on that service, for the purpose of displaying prime rates or base lending
rates of major United States banks).
Treasury Rate. If an Interest Rate Basis for this Note is specified
on the face hereof as the Treasury Rate, the Treasury Rate shall be determined
as of the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as 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, 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 Treasury. In the event that the results of the Auction
of Treasury Bills having the Index Maturity are not reported as provided above
by 3:00 P.M., New York City time, on such Calculation Date, or if no such
Auction is held, then the Treasury Rate shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Treasury Rate Interest
Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent after consultation with
the Company, for the issue of Treasury Bills with a remaining maturity closest
to the Index Maturity; 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
shall be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof. The
interest rate on this Note shall in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.
The Calculation Agent shall calculate the interest hereon on or
before each Calculation Date. The "Calculation Date," if applicable,
pertaining to any Interest Determination Date shall be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be. At the request of the Holder hereof, the
Calculation Agent shall provide to the Holder hereof the interest rate hereon
then in effect and, if determined, the interest rate that shall become
effective as a result of a determination made for the next succeeding Interest
Reset Date.
Accrued interest hereon shall be an amount calculated by multiplying
the principal amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factor calculated for
each day in the applicable Interest Period. Unless otherwise specified as the
Day Count Convention on the face hereof, the interest factor for each such
date shall be computed by dividing the interest rate applicable to such day by
360 if the CD Rate, the Commercial Paper Rate, the Eleventh District Cost of
Funds Rate, the Federal Funds Rate, LIBOR or the Prime
-16-
Rate is an applicable Interest Rate Basis or by the actual number of days in
the year if the CMT Rate or the Treasury Rate is an applicable Interest Rate
Basis. Unless otherwise specified as the Day Count Convention on the face
hereof, the interest factor for this Note, if the interest rate is calculated
with reference to two or more Interest Rate Bases, shall be calculated in each
period in the same manner as if only the applicable Interest Rate Basis
specified on the face hereof applied.
All percentages resulting from any calculation on this Note shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards, and all dollar amounts
used in or resulting from such calculation on this Note shall be rounded to
the nearest cent (with one-half cent rounded upward).
If an Event of Default shall occur and be continuing, the principal
amount of the Notes may be declared accelerated and thereupon become due and
payable in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture contains provisions for (i) satisfaction and discharge
of the entire indebtedness of the Notes or (ii) defeasance of certain
covenants of the Indenture, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the Notes.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority of the
aggregate principal amount of the Securities at the time Outstanding of all
series to be affected (voting as one class), evidenced as provided in the
Indenture, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each series; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security so affected, (i) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount thereof or the rate or amount of interest
thereon or any premium payable upon the redemption thereof or otherwise, or
adversely affect any right of repayment at the option of the Holder of any
Security, or change any Place of Payment where the principal of any Security
or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture,
or (iii) reduce the percentage of Securities the Holders of which are required
to consent to any waiver or compliance with certain provisions of the
Indenture or any waiver of certain defaults and consequences thereunder or to
reduce the quorum or voting requirements set forth in the Indenture, or (iv)
effect certain other changes to the Indenture or any supplemental indenture or
in the rights of Holders of the Securities. The Indenture also permits the
Holders of a majority in principal amount of the Outstanding Securities of any
series (or, in the case of certain defaults or Events of Defaults, all series
of Securities), on behalf of the Holders of all the Securities of such series
(or all of the Securities, as the case may be), to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults or
Events of Default under the Indenture and their consequences, prior to any
declaration accelerating the maturity of such Securities, or subject to
certain conditions, rescind a declaration of acceleration and its consequences
with respect to such Securities. 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
-17-
other Notes issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, irrespective of whether or not notation of such
consent or waiver is made upon this Note or such other 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 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, shall 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 at the office
or agency of the Company in the Borough of Manhattan, the City of New York, in
the manner and subject to the limitations provided in the Indenture but
otherwise having the same terms and conditions, as requested by the Holder
hereof surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this 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 absolute owner thereof
for all purposes, whether or not any payment with respect to this Note be
overdue and notwithstanding any notation of ownership or other writing hereon,
and neither the Company or the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture and this Note, including the validity hereof, shall be
governed by and construed in connection with the laws of the State of Indiana
and for all purposes shall be construed in accordance with the laws of such
State, except as may otherwise be required by mandatory provisions of law.
Capitalized terms used in this Note which are not otherwise defined
herein or in an Addendum hereto shall have the respective meanings assigned to
them in the Indenture and all indentures supplemental thereto relating to this
Note.
-18-
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 law or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the (Cust) (Minor)
entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with Act
right of survivorship and -------------------------
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
----------------------------
ASSIGNMENT
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
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:
----------------------------------------------------------------------
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.
-19-
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 100% 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 _________ or the Borough of Manhattan, The City of New York,
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 hereof (which shall be increments of U.S. $1,000)
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 shall be issued for the
portion not being repaid).
Principal Amount
to be Repaid: $
-------------------------------------------------------------
Notice: The signature(s) on this
Date: 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.
SS-115693-2
-20-
