If the registered owner of this Note (as indicated below) is The Depository
Trust Company (the "Depositary") or a nominee of the Depositary, this Note is a
Global Security and the following legend is applicable. THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER
OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.1
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN OBLIGATION OF OR
GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE CORPORATION AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
REGISTERED
NUMBER FLR _______ $_________
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES E
(Floating Rate)
CUSIP 63858S _________
ORIGINAL ISSUE DATE: BASE RATE:
STATED MATURITY DATE: (check one)
FINAL MATURITY DATE: ___CD Rate
INITIAL INTEREST RATE: ___Commercial Paper Rate
INDEX MATURITY FOR INITIAL ___LIBOR ____________
INTEREST RATE (IF DIFFERENT): ___Federal Funds Rate
INDEX MATURITY: ___Prime Rate
INDEX MATURITY FOR FINAL ___Treasury Rate
INTEREST PAYMENT PERIOD ___CMT Rate
(IF DIFFERENT): CMT Telerate Page:____
SPREAD: CMT Maturity Index:___
SPREAD MULTIPLIER: ___Eleventh District Cost
MAXIMUM INTEREST RATE: of Funds Rate
MINIMUM INTEREST RATE: ___Other:________________
INTEREST PAYMENT DATES:
INTEREST RATE RESET DATES: [ ] This Note is a Renewable
INTEREST RATE RESET PERIOD: Note.
INITIAL REDEMPTION DATE: See Attached Rider.
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTIONAL PAYMENT DATE(S):
CALCULATION AGENT: [ ] This Note is an
ADDITIONAL TERMS: Extendible Note.
See Attached Rider.
NationsBank Corporation, a corporation duly organized and existing
under the laws of the State of North Carolina (herein called the "Corporation,"
which term includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay to
--------
1 Applies only if this Note is a Global Security.
--------------------------------------------------------------,
or registered assigns, the principal sum of ________________ DOLLARS on the
Stated Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity 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 on the reverse hereof, depending upon the
appropriate Base Rate and Index Maturity specified above, until the principal
hereof is paid or duly made available for payment. The Corporation will pay
interest on the Interest Payment Dates specified above, commencing with the
first Interest Payment Date next succeeding the Original Issue Date specified
above, unless the Original Issue Date occurs between a Regular Record Date, as
defined below, and the next succeeding Interest Payment Date, in which case
commencing on the Interest Payment Date following the next succeeding Regular
Record Date, and on the Stated Maturity Date or Final Maturity Date shown above
(or any Redemption Date as defined on the reverse hereof or any Optional
Repayment Date with respect to which any such option has been exercised, each
such Stated Maturity Date, Final Maturity Date, Redemption Date and Optional
Repayment Date being herein referred to as a "Maturity Date" with respect to the
principal repayable on such date). Interest on this Note will accrue from the
Original Issue Date specified above until the principal amount is paid and will
be computed as hereinafter described. Interest payable on this Note on any
Interest Payment Date or the Maturity Date will include interest accrued from
and including the next preceding Interest Payment Date in respect of which
interest has been paid or duly provided for or, if no interest has been paid,
from the Original Issue Date specified above, to but excluding such Interest
Payment Date or Maturity Date, as the case may be; provided, however, that if
the Interest Rate Reset Period with respect to this Note is daily or weekly,
interest payable on any Interest Payment Date or the Maturity Date will include
interest accrued from but excluding the Regular Record Date through which
interest has been paid to and including the Regular Record Date next preceding
such Interest Payment Date, except that interest payable on any such Maturity
Date will include interest accrued to, but excluding, such Maturity Date. If any
Interest Payment Date falls on a day which is not a Business Day, as defined
below, such Interest Payment Date shall be the following day that is a Business
Day, except that if the Base Rate is LIBOR, if such next Business Day falls in
the next succeeding calendar month, such Interest Payment Date will be the
preceding day that is a Business Day; and if the Maturity Date falls on a day
which is not a Business Day, principal or interest payable with respect to such
Maturity Date will be paid on the next succeeding Business Day with the same
force and effect as if made on such Maturity Date, and no additional interest
shall accrue for the period from and after such Maturity Date. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will be paid to the person in whose
2
name this Note (or one or more predecessor Notes evidencing all or a
portion of the same debt as this Note) is registered at the close of
business on the date 15 calendar days prior to such Interest Payment
Date, whether or not a Business Day (the "Regular Record Date");
provided, however, that the first payment of interest on any Note with
an Original Issue Date, as specified above, between a Regular Record
Date and an Interest Payment Date or on an Interest Payment Date will be
made on the Interest Payment Date following the next succeeding Regular
Record Date to the person in whose name this Note is registered at the
close of business on such next succeeding Regular Record Date; and
provided, further, that interest payable on the Maturity Date will be
payable to the person to whom the principal hereof shall be payable. Any
such interest not punctually paid or duly provided for shall be payable
as provided in the Indenture. As used herein, "Business Day" means any
day, other than a Saturday or Sunday, that (i) is not a day on which
banking institutions are generally authorized or obligated by law to
close in the City of New York, and (ii) if the Base Rate is LIBOR, is a day
on which dealings in deposits on U.S. dollars are transacted in the London
interbank market.
The principal of and interest on this Note are payable in immediately
available funds in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts at
the office or agency of the Corporation designated as provided in the Indenture;
provided, however, that interest may be paid, at the option of the Corporation,
by check mailed to the person entitled thereto at his address last appearing on
the registry books of the Corporation relating to the Notes. Notwithstanding the
preceding sentence, payments of principal of and interest payable on the
Maturity Date will be made by wire transfer of immediately available funds to a
designated account maintained in the United States upon (i) receipt of written
notice by the Issuing and Paying Agent from the holder hereof not less than one
Business Day prior to the due date of such principal and (ii) presentation of
this Note to The Bank of New York at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (the "Corporate Trust Office").
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth at this place.
Unless the Certificate of Authentication hereon has been executed by
the Trustee or an Authenticating Agent on behalf of the Trustee by manual
signature, this Note shall not be entitled to any benefit under such Indenture
or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Corporation has caused this Instrument to be
duly executed, by manual or facsimile signature, under its corporate seal or a
facsimile thereof.
NATIONSBANK CORPORATION
By:________________________________
[SEAL] Title: Senior Vice President
ATTEST:
----------------------------
Assistant Secretary
4
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: ____________________________
The Bank of New York, as Trustee
By:________________________________
Authorized Signatory
5
[Reverse of Note]
NATIONSBANK CORPORATION
MEDIUM-TERM SUBORDINATED NOTE,
SERIES E
(Floating Rate)
This Medium-Term Note is one of a duly authorized series of Securities
of the Corporation unlimited in aggregate principal amount (herein called the
"Notes") issued and to be issued under an Indenture dated as of January 1, 1995
(herein called the "Indenture"), between the Corporation and The Bank of New
York, as Trustee (herein called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Corporation, the Trustee and the holders of
the Notes, and the terms upon which the Notes are, and are to be, authenticated
and delivered. This Note is also one of the Notes designated as the
Corporation's Subordinated Medium-Term Notes, Series E, limited in aggregate
principal amount to $1,500,000,000. The Notes may bear different dates, mature
at different times, bear interest at different rates and vary in such other ways
as are provided in the Indenture.
THE INDEBTEDNESS OF THE CORPORATION EVIDENCED BY THE NOTES, INCLUDING
THE PRINCIPAL THEREOF AND INTEREST THEREON, IS, TO THE EXTENT AND IN THE MANNER
SET FORTH IN THE INDENTURE, SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO ITS
OBLIGATIONS TO HOLDERS OF SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE, AND
EACH HOLDER OF THE NOTES, BY THE ACCEPTANCE HEREOF, AGREES TO AND SHALL BE BOUND
BY SUCH PROVISIONS OF THE INDENTURE.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the holder only
if Optional Repayment Date(s) are indicated on the face hereof. IF NO OPTIONAL
REPAYMENT DATES ARE SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE SO REPAID
AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 at the option of the holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, this Note must be received, with the
form below entitled "Option to Elect Repayment" duly completed, by the Issuing
and Paying Agent at the Corporate Trust Office, or such other address of which
the Corporation shall from time to time notify the holders of the Notes, not
more than 60 nor less than 30 days prior to an Optional Repayment Date. Exercise
of such repayment option by the holder hereof shall be irrevocable.
6
This Note may be redeemed at the option of the Corporation on any date
on and after the Initial Redemption Date, if any, specified on the face hereof
(the "Redemption Date"). IF NO INITIAL REDEMPTION DATE IS SET FORTH ON THE FACE
HEREOF, THIS NOTE MAY NOT BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR TO
THE STATED MATURITY DATE. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 at the option of the Corporation at the applicable
Redemption Price (as defined below) together with interest thereon payable to
the Redemption Date, on notice given not more than 60 nor less than 30 days
prior to the Redemption Date. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof.
If this Note is redeemable at the option of the Corporation, the
"Redemption Price" shall initially be the Initial Redemption Percentage,
specified on the face hereof, of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date by
the Annual Redemption Percentage Reduction, if any, specified on the face
hereof, of the principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
Accrued interest hereon shall be calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for
each day from and including Original Issue Date, or from but excluding
the last date to which interest has been paid, as the case may be, to
and including the date for which accrued interest is being calculated.
The interest factor (expressed as a decimal) for each such day shall be
computed by dividing the interest rate in effect on such day by 360 or,
in the case of Notes having the Treasury Rate or the CMT Rate as their
Base Rate, by the actual number of days in the year.
The Base Rate (as defined herein) with respect to this Note may be (i)
the CD Rate, (ii) the Commercial Paper Rate, (iii) LIBOR, (iv) the Federal Funds
Rate, (v) the Prime Rate, (vi) the Treasury Rate, (vii) the CMT Rate, (viii) the
Eleventh District Cost of Funds Rate or (ix) such other rate as will be
described on the face hereof and a rider to this Note.
Except as described below, this Note will bear interest at the rate
determined by reference to the appropriate interest rate basis (the "Base Rate")
and Index Maturity shown on the face hereof (i) plus or minus the Spread, if
any, or (ii) multiplied by the Spread Multiplier, if any, specified on the face
hereof. The interest rate in effect on each day shall be (a) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) pertaining to such Interest Reset Date or
(b) if such day is not an Interest Reset
7
Date, the interest rate determined as of the Interest Determination Date
pertaining to the next preceding Interest Reset Date, provided that (i) the
interest rate in effect from the Original Issue Date to the first Interest Reset
Date shall be the Initial Interest Rate specified on the face hereof, and (ii)
the interest rate in effect for the ten calendar days immediately prior to the
Maturity Date shall be the rate in effect on the tenth calendar day preceding
such Maturity 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 day
that is a Business Day, except that if the Base Rate specified on the face
hereof is LIBOR, if such next Business Day is in the next succeeding calendar
month, such Interest Reset Date shall be the immediately preceding Business Day.
The term "Final Interest Payment Period" means the period from the final
Interest Reset Date to the Maturity Date.
The Interest Determination Date with respect to any Note that has as
its Base Rate the CD Rate, the Commercial Paper Rate, the Federal Funds rate,
the Prime Rate or the CMT Rate will be the second Business Day preceding the
Interest Reset Date. The Interest Determination Date with respect to LIBOR shall
be the second London Banking Day (as defined below) preceding the Interest Reset
Date. The Interest Determination Date with respect to the Eleventh District Cost
of Funds Rate will be the last Business Day of the month immediately preceding
such Interest Reset Date in which the Federal Home Loan Bank of San Francisco
(the "FHLB") publishes such Index (as defined below); and the Interest
Determination Date with respect to the Treasury Rate shall be the day of the
week in which the Interest Reset Date falls on which Treasury bills of the Index
Maturity specified on the face hereof normally would be auctioned; provided,
however, that if as a result of a legal holiday an auction is held on the Friday
of the week preceding the Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date then the Interest Reset Date
shall instead be the first Business Day following such auction.
The "Calculation Date" 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 next preceding the applicable Interest
Payment Date or Maturity Date, as the case may be.
All percentages resulting from any calculation on the Notes will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward, and all
dollar amounts used in or resulting from such calculation on the Notes will be
rounded to the nearest cent (with one-half cent being rounded upward).
8
Determination of CD Rate. CD Rate means, with respect to an
Interest Determination Date (a "CD Rate Interest Determination Date"),
the rate on such CD Rate Interest Determination Date for negotiable
certificates of deposit having the Index Maturity specified on the face
hereof, as such rate is published by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board") in "Statistical
Release H.15(519), Selected Interest Rates," or any successor
publication of the Federal Reserve Board ("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 certificates of deposit
of the Index Maturity specified on the face hereof, as published by the
Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities"
("Composite Quotations") under the heading "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 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 for negotiable certificates
of deposit of major United States money center banks with a remaining
maturity closest to the Index Maturity specified on the face hereof in
denominations of $5,000,000; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as set
forth above, the CD Rate for such CD Rate Interest Determination Date
will be the CD Rate in effect on such CD Rate Interest Determination
Date.
Determination of Commercial Paper Rate. The Commercial Paper Rate
means, with respect to an Interest Determination Date (a "Commercial Paper Rate
Interest Determination Date"), the Money Market Yield (as defined below) of the
rate on such date for commercial paper having the Index Maturity specified on
the face 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
Calculation Date pertaining to such Commercial Paper Rate Interest Determination
Date, the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Rate Interest Determination Date 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." If such rate is not
published in either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on such Calculation Date, the Commercial Paper Rate for that
Commercial Paper Rate Interest Determination Date shall be
9
calculated by the Calculation Agent and shall be the Money Market Yield
of the arithmetic mean of the offered rates as of 11:00 A.M., New York
City time, on 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 for commercial paper of the Index
Maturity specified on the face hereof placed for an industrial issuer
whose bond rating is "AA", or the equivalent, by a nationally recognized
securities rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as set
forth above, the Commercial Paper Rate with respect to such Commercial
Paper Rate Interest Determination Date will be the Commercial Paper Rate
then in effect on such Commercial Paper Rate Interest Determination
Date.
"Money Market Yield" shall be the yield (expressed as a percentage
rounded to the nearest one ten-thousandth of a percent, with five one
hundred-thousandths of a percent rounded upward) calculated in accordance with
the following formula:
Money Market Yield = [(D x 360)/(360-(D x M))]100
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
Determination of LIBOR. LIBOR means the rate determined by the
Calculation Agent in accordance with the following provisions:
(i) With respect to an Interest Determination Date (a
"LIBOR Interest Determination Date"), LIBOR will be "LIBOR
Telerate" unless "LIBOR Reuters" is specified on the face of
this Note. "LIBOR Telerate" is the rate for deposits in the
LIBOR Currency (as defined below) having the Index Maturity
specified on the face hereof that appears on the Designated
LIBOR Page (as defined below) specified on the face hereof as
of 11:00 A.M. London time, on that LIBOR Interest Determination
Date. "LIBOR Reuters" is that rate which is the arithmetic mean
of the offered rates (unless the specified 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 LIBOR
Currency having the Index Maturity specified on the face hereof
that appear on the Designated LIBOR Page specified on the face
hereof as of 11:00 A.M. London time, on that LIBOR Interest
Determination Date, if at least two such offered rates appear
(unless, as aforesaid, only a single rate is required) on such
Designated LIBOR Page. If LIBOR cannot be determined under this
clause (i), LIBOR in respect of the related LIBOR Interest
Determination Date
10
will be determined as if the parties had specified the rate
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on
which the applicable LIBOR rate cannot be determined under
clause (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 to provide the Calculation Agent with its offered
quotation for deposits in the LIBOR Currency for the period of
the Index Maturity specified on the face hereof to prime banks
in the London interbank market commencing on the applicable
Interest Reset Date 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 such
LIBOR Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two such quotations are provided,
LIBOR for 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
below), on such LIBOR Interest Determination Date by three
major banks in such Principal Financial Center selected by the
Calculation Agent for loans in the LIBOR Currency to leading
European banks, having the Index Maturity specified on the face
hereof commencing on the applicable Interest Reset Date and in
a principal amount that is representative for a single
transaction in such LIBOR 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 on such LIBOR Interest determination
Date will be LIBOR then in effect on such LIBOR Interest
Determination Date.
"LIBOR Currency" means the currency (including composite currencies)
specified on the face hereof for which LIBOR shall be calculated. If no such
currency is specified on the face hereof, the LIBOR Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Telerate" is
specified on the face hereof, the display on the Dow Xxxxx Telerate
Service for the purpose of displaying the London interbank offered rates
of major banks for the applicable LIBOR Currency or (b) if "LIBOR
Reuters" is specified on the face hereof, the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the London
interbank rates of major banks for the applicable LIBOR Currency. If
neither LIBOR Telerate nor LIBOR Reuters is specified on the face
hereof, LIBOR for the applicable LIBOR Currency will be determined as if
LIBOR Telerate (and, if the U.S. dollar is the LIBOR Currency, Page
3750) had been specified.
11
"Principal Financial Center" shall generally be the capital city of the
country of the specified LIBOR Currency, except that with respect to U.S.
dollars, Deutsche Marks and ECUs, the Principal Financial Center shall be The
City of New York, Frankfurt and Luxembourg, respectively.
Determination of Federal Funds Rate. The Federal Funds Rate means, with
respect to an Interest Determination Date (a "Federal Funds Rate Interest
Determination Date"), the rate on that date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)." If H.15(519) is 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, the Federal Funds Rate
will be the rate on such Federal Funds Rate Interest Determination Date as
published in Composite Quotations under the heading "Federal Funds/Effective
Rate." 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 Calculation Date pertaining
to such Federal Funds Rate Interest Determination Date, the Federal Funds Rate
for 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 Federal Funds as of 9:00 A.M., New York City time, on
such Federal Funds Rate Interest Determination Date quoted by each of three
leading brokers of Federal Funds transactions in The City of New York selected
by the Calculation Agent; provided, however, that if fewer than three such
brokers are so quoting such rates, the Federal Funds Rate with respect to 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 Prime Rate. Prime Rate means, with respect to
an Interest Determination Date (a "Prime Rate Interest Determination
Date"), the rate set forth on such date in H.15(519) under the heading
"Bank Prime Loan," or if not so published prior to 9:00 A.M. New York
City time, on the Calculation Date pertaining to such Prime Rate
Interest Determination Date, then the Prime Rate will be determined by
the Calculation Agent and will be the arithmetic mean of the rates of
interest publicly announced by each bank that appears on the Reuters
Screen U.S. Prime 1 (as defined below) as such bank's prime rate or base
lending rates as in effect for that Prime Rate Interest Determination
Date. If fewer than four such rates but more than one such rate appear
on the Reuters Screen U.S. Prime 1 for the Prime Rate Interest
Determination Date, 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 as selected by the Calculation Agent. If fewer than two such rates
appear on the Reuters Screen U.S. Prime 1, the Prime Rate will be
12
determined by the Calculation Agent as of the close of business on the
Prime Rate Interest Determination Date, on the basis of the prime rates,
as of the close of business on the Prime Rate Interest Determination
Date, furnished in The City of New York by the appropriate number of
substitute banks or trust companies organized and doing business under
the laws of the United States, or any State thereof, having total equity
capital of at least $500 million and being subject to supervision or
examination by Federal or State authority, selected by the Calculation
Agent to provide such rate or rates; provided, however, that if the
banks selected as aforesaid are not quoting as mentioned in this
sentence, the Prime Rate for such Prime Rate Interest Determination Date
will be the Prime Rate then in effect on such Prime Rate Interest
Determination Date.
"Reuters Screen U.S. Prime 1" means the display designated as
page "U.S. Prime 1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the U.S. Prime 1 page on that service for the
purpose of displaying prime rates or base lending rates of major United
States banks).
Determination of Treasury Rate. Treasury Rate means, with respect to an
Interest Determination Date (a "Treasury Rate Interest Determination Date"), the
rate for the auction held on such Treasury Rate Interest Determination Date of
direct obligations of the United States ("Treasury Bills") having the Index
Maturity specified on the face hereof, as published in H.15(519) under the
heading "U.S. Government Securities -- Treasury Bills -- auction average
(investment)." If such rate is not published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Treasury Rate Interest Determination
Date, the Treasury Rate will be the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) on such Treasury Rate Interest Determination Date 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 on
the face hereof are not reported as provided by 3:00 P.M., New York City time,
on such Calculation Date, or if no such auction is held on such Treasury Rate
Interest Determination Date, then the Treasury Rate for such Treasury Rate
Interest Determination Date 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, for the issue of Treasury
bills with a remaining maturity closest to the Index Maturity specified on the
face hereof; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate with respect to such Treasury Rate
13
Interest Determination Date will be the Treasury Rate then in effect on such
Treasury Rate Interest Determination Date.
Determination of CMT Rate. CMT Rate means with respect to an Interest
Determination Date relating to a CMT Rate Note or any Floating Rate Note for
which the interest rate is determined by 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 if 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 published in the relevant H.15(519). If such rate is no longer
published, or if not published 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 (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 for 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
the CMT Interest Determination Date reported, according to their written
records, by three leading primary United States government securities dealers
(each a "Referenced Dealer") in The City of New York selected by the Calculation
Agent (from five such Referenced Dealers selected by the Calculation Agent 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, non-callable fixed rate
obligations of the United States ("Treasury Note") with an 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 cannot obtain three such Treasury Note quotations, the CMT
Rate for such CMT Rate Interest Determination
14
Date will be calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary market side offer
prices as of approximately 3:30 p.m. New York City time on the CMT Rate
Interest Determination Date of three Referenced Dealers in The City of
New York (from five such Referenced Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the even of
equality, one of the highest) and lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with 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 $100,000,000.
If three or four (and not five) of such Referenced 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 lowest of
such quotes will be eliminated; provided however, that if fewer than
three Referenced Dealers selected by the Calculation Agent are quoting
as described herein, the CMT Rate 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 third preceding sentence have
remaining terms to maturity equally close to the Designated CMT Maturity
Index, the quotes for the Treasury Rate Note with the shorter remaining
term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Xxxxx
Telerate Service on the page designated on the face of this Note (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)), or the purpose of
displaying Treasury Constant Maturity as reported in H.15(519). If no such page
is specified, 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 fact of this Note with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face of this Note, the
Designated CMT Maturity Index shall be two years.
Determination of Eleventh District Cost of Funds Rate. Eleventh
District Cost of Funds Rate means, with respect to an Interest Determination
Date relating to an Eleventh District Cost of Funds Rate (an "Eleventh District
Cost of Funds Rate Interest Determination Date"), the rate equal to the monthly
weighted average cost of funds for the calendar month preceding such Eleventh
District Cost of Funds Rate Interest Determination Date as set forth under the
caption "Eleventh 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 the Telerate page 7058 on
any related Eleventh District Cost of Funds Rate Interest Determination Date,
15
the Eleventh District Cost of Funds Rate for 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 preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate for
the calendar month next preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate for
such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date. "Telerate Page 7058" means the
display on the Dow Xxxxx Telerate Service on such page (or such other page as
may replace such page on the service for the purpose of displaying the Eleventh
District Cost of Funds Rate) for the purpose of displaying the monthly average
cost of the funds paid by member institutions of the Eleventh Federal Home Loan
Bank District.
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, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.
At the request of the holder hereof, the Calculation Agent will provide
to the holder hereof the interest rate hereon then in effect and, if determined,
the interest rate which will become effective as of the next Interest Reset
Date.
If an Event of Default (defined in the Indenture as certain events
involving the bankruptcy of the Corporation) shall occur with respect to the
Notes, the principal of all the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture. There is no right of
acceleration provided in the Indenture in case of a default in the payment of
interest or the performance of any other covenant by the Corporation.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the holders of the Notes under the Indenture at
any time by the Corporation with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the Notes then outstanding and all other
Securities then outstanding under the Indenture and affected by such amendment
and modification. The Indenture also contains provisions permitting the holders
of a majority in
16
aggregate principal amount of the Notes then outstanding and all other
Securities then outstanding under the Indenture and affected thereby, on behalf
of the holders of all such Securities, to waive compliance by the Corporation
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the holder of
this Note shall be conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange here for 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 Corporation, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemented
thereto, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Corporation or any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the registry books of
the Corporation relating to the Notes, upon surrender of this Note for
registration of transfer at the office or agency of the Corporation designated
by it pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Corporation and the Trustee
duly executed by, the holder hereof or 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.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture, and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Corporation may require payment of
17
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Corporation, the Issuing and Paying Agent and any agent of the Corporation or
the Issuing and Paying Agent may treat the entity in whose name this Note is
registered as the absolute owner hereof for the purpose of receiving payment as
herein provided and for all other purposes, whether or not this Note be overdue,
and neither the Corporation, the Issuing and Paying Agent nor any such agent
shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
[NOTES ISSUED AND OUTSTANDING PURSUANT TO A BOOK-ENTRY SYSTEM SHALL BE
DEEMED TO CONTAIN THE FOLLOWING PARAGRAPH: The Notes are being issued by means
of a book-entry system with no physical distribution of certificates to be made
except as provided in the Indenture. The book-entry system maintained by The
Depository Trust Company ("DTC") will evidence ownership of the Notes, with
transfers of ownership effected on the records of DTC and its participants
pursuant to rules and procedures established by DTC and its participants. The
Corporation will recognize Cede & Co., as nominee of DTC, while the registered
Owner of the Notes, as the owner of the Notes for all purposes, including
payment of principal and interest, notices and voting. Transfer of principal and
interest to participants of DTC will be the responsibility of DTC, and transfer
of principal and interest to beneficial owners of the Notes by participants of
DTC will be the responsibility of such participants and other nominees of such
beneficial owners. So long as the book-entry system is in effect, the selection
of any Notes to be redeemed will be determined by DTC pursuant to rules and
procedures established by DTC and its participants. The Corporation will not be
responsible or liable for such transfers of payments or for maintaining,
supervising or reviewing the records maintained by DTC, its participants or
persons acting through such participants.]
18
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of the interim Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--.............Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
-----------------------------
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE]
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
Please Insert Social Security or Other
Identifying Number of Assignee: ____________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing __________________________________ Attorney to transfer said Note on
the books of the Corporation, with full power of substitution in the premises.
Dated:_________________________ _________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular, without alteration
or enlargement, or any change whatever and must be guaranteed.
19
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with interest
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 (or the Paying Agent on behalf
of the Trustee) must receive at ______________, or at such other place or places
of which the Corporation shall from time to time notify the Holder of this Note,
not more than 60 nor less than 30 days prior to an Optional Repayment Date, if
any, shown on the face of this Note, 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 in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $__________ or an integral multiple Of $1,000 in excess of
$__________) 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).
$------------------- -----------------------------------
NOTICE: The signature on this
Option to Elect Repayment must
Date:_______________ correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatever.]
20
RENEWABLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed that this
Note is a Renewable Note which initially matures on the Stated Maturity Date
shown on the face of this Note. At each Renewal Date, the maturity of this Note
will be automatically extended to the corresponding New Maturity Date unless the
holder of this Note delivers a completed Extension Termination Notice to the
Trustee or the Paying Agent on behalf of the Trustee not less than 15 nor more
than 30 days prior to the applicable Renewal Date. The Extension Termination
Notice may specify all or a portion of the outstanding principal amount of the
Note so long as the principal amount of the Note remaining outstanding after
repayment is an integral multiple of $1,000. Upon timely delivery of such
Extension Termination Notice, the term of the principal amount of this Note
subject to such notice will be deemed automatically to mature on the Stated
Maturity Date or the then applicable New Maturity Date, as the case may be. The
remaining principal balance of such Note, if any, will be deemed to
automatically be extended to the corresponding New Maturity Date but in no
circumstances may such maturity be extended beyond the Final Maturity Date.
Notwithstanding any such extension, the interest rate applicable to this Note
will continue to be calculated as set forth in this Note.
STATED MATURITY DATE:_________________________________
FINAL MATURITY DATE:__________________________________
Renewal Date (s) New Maturity Date(s)
21
EXTENDIBLE NOTE RIDER
The Corporation and the purchaser of this Note have agreed that this
Note is an Extendible Note, whereby the Corporation has the option to extend the
maturity of this Note by delivery to the Trustee (or any duly authorized Paying
Agent) of an Extendible Option Notice under the terms of this Note as
supplemented by this Extendible Note Rider.
Stated Maturity Date:
Final Maturity Date:
Extension Notice Extended
Due Date Maturity Date
The Corporation may exercise its option with respect to an Extendible
Note by delivery to the Trustee (or any duly appointed Paying Agent) of an
Extendible Option Notice at least 45 but not more than 60 days prior to the
Stated Maturity Date originally in effect with respect to such Note or, if the
Stated Maturity Date of such Note has already been extended, the Extended
Maturity Date then in effect. After such receipt and not later than 40 days
prior to the Stated Maturity Date or an Extended Maturity Date, as the case may
be (each, a "Maturity Date"), the Trustee (or any duly appointed Paying Agent)
will mail first class mail, postage prepaid, to the holder of such Extendible
Note a notice (the "Extension Notice") relating to such extension period (the
"Extension Period") setting forth (i) the election of the Corporation to extend
the maturity of such Extendible Note, (ii) the new Extended Maturity Date, (iii)
in the case of a Fixed Rate Note, the interest rate applicable to the Extension
Period or, in the case of a Floating Rate Note, the Spread and/or Spread
Multiplier applicable to the Extension Period, and (iv) the provisions, if any,
for redemption during the Extension Period, including the date or dates on
which, the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by the
Trustee (or any duly appointed Paying Agent) of an Extension Notice to the
holder of an Extendible Note, the maturity of such Note shall be extended
automatically as set forth in the Extension Notice, and, except as modified by
the Extension Notice and as described in the next paragraph, such Extendible
Note will have the same terms as prior to the mailing of such Extension Notice.
22
Notwithstanding the foregoing, not later than 20 days prior to the
Maturity Date for an Extendible Note (or, if such date is not a Business Day, on
the immediately succeeding Business Day), the Corporation may, at its option,
revoke the interest rate, in the case of a Fixed Rate Note, or the Spread and/or
Spread Multiplier, in the case of a Floating Rate Note, provided for in the
Extension Notice and establish a higher interest rate, in the case of a Fixed
Rate Note, or a higher Spread and/or Spread Multiplier, in the case of a
Floating Rate Note, for the Extension period by mailing or causing the Trustee
(or any duly appointed Paying Agent) to mail notice of such higher interest rate
or higher Spread and/or Spread Multiplier, as the case may be, first class mail,
postage prepaid, to the holder of such Note. Such notice shall be irrevocable.
All Extendible Notes with respect to which the Maturity Date is extended will
bear such higher interest rate, in the case of a Fixed Rate Note, or higher
Spread and/or Spread Multiplier, in the case of a Floating Rate Note, for the
Extension Period.
If the Corporation elects to extend the maturity of an Extendible Note,
the holder of such Note will have the option to elect repayment of such Note by
the Corporation on the Maturity Date then in effect at a price equal to the
principal amount thereof plus any accrued and unpaid interest to such date. In
order for an Extendible Note to be so repaid on the Maturity Date, the
Corporation must receive, at least 15 days but not more than 30 days prior to
the Maturity Date then in effect with respect to the Note, (i) the Note with the
form "Option to Elect Repayment" on the reverse of the Note duly completed or
(ii) a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange, or the National Association of Securities Dealers,
Inc. or a commercial bank or trust company in the United States setting forth
the name of the holder of the Note, the principal amount of the Note, the
principal amount of the Note to be repaid, the certificate number or a
description of the tenor and terms of the Note, a statement that the option to
elect repayment is being exercised thereby and a guarantee that the Note to be
repaid, together with the duly completed form entitled "Option to Elect
Repayment" attached to the Note, will be received by the Trustee (or any duly
appointed Paying Agent) not later than the fifth Business Day after the date of
such telegram, telex, facsimile transmission or letter, provided, however, that
such telegram, telex, facsimile transmission or letter shall only be effective
if such Note and duly completed form are received by the Trustee (or any duly
appointed Paying Agent) by such fifth Business Day. Such option may be exercised
by the holder of an Extendible Note for less than the aggregate principal amount
of the Note then outstanding, provided that the principal amount of the Note
remaining outstanding after repayment is an integral multiple of $1,000.
23
