[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (00 XXXXX XXXXXX, XXX XXXX, XXX
XXXX) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY 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
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.2
REGISTERED CUSIP No. PRINCIPAL AMOUNT:
No. FLR-____ _________________________________________
WELLSFORD RESIDENTIAL PROPERTY TRUST
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:
Page: If Telerate Page 7052:
[ ] Weekly Average
[ ] Monthly Average
Designated CMT Maturity Index:
[ ] LIBOR Telerate
Page:
INDEX CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: % INTEREST PAYMENT DATE(S):
SPREAD (PLUS OR SPREAD MULTIPLIER: INITIAL INTEREST RESET DATE:
MINUS)
-------------------
1 This paragraph applies to global Notes only.
2 This paragraph applies to global Notes only.
MINIMUM INTEREST RATE: % MAXIMUM INTEREST RATE: % INTEREST RESET DATE(S):
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE REDUCTION: %
OPTIONAL REPAYMENT CALCULATION AGENT:
DATE(S):
INTEREST CATEGORY: DATE 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
[ ] Original Issue Discount Note Applicable Interest Rate Basis:
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION:
[ ] United States dollars [ ] $1,000 and integral multiples
[ ] Other: thereof
[ ] Other:
EXCHANGE RATE:
U.S. $1.00 = ______
EXCHANGE RATE AGENT:
AMORITIZING SECURITY:
[ ] Yes
[ ] No
AMORTIZATION FORMULA:
AMORTIZATION PAYMENT DATE(S):
DEFAULT RATE: %
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
Wellsford Residential Property Trust, a Maryland real estate
investment trust (the "Trust", which term includes any successor entity
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ___________________________, or registered assigns, the
principal sum of ___________________, on the Stated Maturity Date specified
above (or any Redemption Date or Repayment Date, each as defined below)
(each such Stated Maturity Date, Redemption Date or Repayment Date being
hereinafter referred to as the "Maturity Date" with respect to the
principal repayable on such date) and to pay interest thereon, at 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 or in an Addendum hereto with respect to one or more
Interest Rate Bases specified above until the principal hereof is paid or
duly made available for payment, and (to the extent that the payment of
such interest shall be legally enforceable) at the Default Rate per annum
specified above on any overdue principal, premium and/or interest,
including any overdue sinking fund or redemption payment. The Trust will
pay interest in arrears on each Interest Payment Date, if any, specified
above (each, an "Interest Payment Date"), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified
above, and on the Maturity Date; provided, however, that if the Original
Issue Date occurs between a Record Date (as defined below) and the next
succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue Date to the
holder of this Note on the Record Date with respect to such second Interest
Payment Date.
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no
interest has been paid or duly provided for) to, but excluding, the
applicable Interest Payment Date or the Maturity Date, as the case may be
(each, an "Interest Period"). The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the person in whose name this Note
(or one or more predecessor Notes) is registered at the close of business
on the fifteenth calendar day (whether or not a Business Day, as defined on
the reverse hereof) immediately preceding such Interest Payment Date (the
"Record Date"); provided, however, that interest payable on the Maturity
Date will be payable to the person to whom the principal hereof and
premium, if any, hereon shall be payable. Any such interest not so
punctually paid or duly provided for ("Defaulted Interest") will forthwith
cease to be payable to the holder on any Record Date, and shall be paid to
the person in whose name this Note is registered at the close of business
on a special record date (the "Special Record Date") for the payment of
such Defaulted Interest to be fixed by the Trustee hereinafter referred to,
notice whereof shall be given to the holder of this Note by the Trustee not
more than 15 days and not less than 10 days prior to such 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.
Payment of principal, premium, if any, and interest in respect of this
Note due on the Maturity Date, or any prior date on which the principal or
an installment of principal of this Note becomes due and payable, whether
by the declaration of acceleration or otherwise, will be made in
immediately available funds upon presentation and surrender of this Note
(and, with respect to any applicable repayment of this Note, upon
presentation and surrender of this Note and a duly completed election form
as contemplated on the reverse hereof) at the office or agency maintained
by the Trust for that purpose in the Borough of Manhattan, The City of New
York, currently the office of the Trustee located at 000 Xxxx 00xx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or at such other paying agency in the Borough of
Manhattan, The City of New York, as the Trust may determine; provided,
however, that if the Specified Currency specified above is other than
United States dollars and such payment is to be made in the Specified
Currency in accordance with the provisions set forth below, such payment
will be made by wire transfer of immediately available funds to an account
with a bank designated by the holder hereof at least 15 calendar days prior
to the Maturity Date, provided that such bank has appropriate facilities
therefor and that this Note (and, if applicable, a duly completed repayment
election form) is presented and surrendered at the aforementioned office or
agency maintained by the Trust in time for the Trustee to make such payment
in such funds in accordance with its normal procedures. Payment of
interest due on any Interest Payment Date other than the Maturity Date will
be made at the aforementioned office of agency maintained by the Trust or,
at the option of the Trust, by check mailed to the address of the person
entitled thereto as such address shall appear in the Security Register
maintained by the Trustee; provided, however, that a holder of U.S.
$10,000,000 (or, if the Specified Currency is other than United States
dollars, the equivalent thereof in the Specified Currency) or more in
aggregate principal amount of Notes (whether having identical or different
terms and provisions) will be entitled to receive interest payments on any
Interest Payment Date other than the Maturity 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
holder.
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. 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 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 the Maturity Date 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 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 the
Specified Currency is other than United States dollars, such day is also
not a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency (or, if
the Specified Currency is European Currency Units ("ECU"), such day is not
a day that appears as an ECU non-settlement day on the display designated
as "ISDE" on the Reuter Monitor Money Rates Service (or a day so designated
by the ECU Banking Association) or, if ECU non-settlement days do not
appear on that page (and are not so designated), is not a day on which
payments in ECU cannot be settled in the international interbank market);
provided, further, that if LIBOR is an applicable Interest Rate Basis, such
day is also a London Business Day (as defined below). "London Business
Day" means (i) if the Index Currency (as defined below) is other than ECU,
any day on which dealings in such Index Currency are transacted in the
London interbank market or (ii) if the Index Currency is ECU, any day that
does not appear as an ECU non-settlement day on the display designated as
"ISDE" on the Reuter Monitor Money Rates Service (or a day so designated by
the ECU Banking Association) or, if ECU non-settlement days do not appear
on that page (and are not so designated), is not a day on which payments in
ECU cannot be settled in the international interbank market. "Principal
Financial Center" means the capital city of the country issuing the
Specified Currency, or solely with respect to the calculation of LIBOR, the
Index Currency, except that with respect to United States dollars,
Australian dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss
francs and ECU, the Principal Financial Center shall be The City of New
York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and Luxembourg,
respectively.
The Trust is obligated to make payments of principal, premium, if any,
and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment
is legal tender for the payment of such debts). If the Specified Currency
is other than United States dollars, except as provided below, any such
amounts so payable by the Trust will be converted by the Exchange Rate
Agent specified above into United States dollars for payment to the holder
of this Note.
If the Specified Currency is other than United States dollars, the
holder of this Note may elect to receive such amounts in such Specified
Currency. If the holder of this Note shall not have duly made an election
to receive all or a specified portion of any payment of principal, premium,
if any, and/or interest in respect of this Note in the Specified Currency,
any United States dollar amount to be received by the holder of this Note
will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 A.M., New York City time,
on the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Trust for
the purchase by the quoting dealer of the Specified Currency for United
States dollars for settlement on such payment date in the aggregate amount
of such Specified Currency payable to all holders of Foreign Currency Notes
scheduled to receive United States dollar payments and at which the
applicable dealer commits to execute a contract. All currency exchange
costs will be borne by the holder of this Note by deductions from such
payments. If three such bid quotations are not available, payments on this
Note will be made in the Specified Currency.
If the Specified Currency is other than United States dollars, the
holder of this Note may elect to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect of this
Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its corporate trust office in The City of New
York on or prior to the applicable Record Date or at least 15 calendar days
prior to the Maturity Date, as the case may be. Such written request may
be mailed or hand delivered or sent by cable, telex or other form of
facsimile transmission. The holder of this Note may elect to receive all
or a specified portion of all future payments in the Specified Currency in
respect of such principal, premium, if any, and/or interest and need not
file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice
of any such revocation must be received by the Trustee on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity
Date, as the case may be.
If the Specified Currency is other than United States dollars or a
composite currency and the holder of this Note shall have duly made an
election to receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in the Specified
Currency and if the Specified Currency is not available due to the
imposition of exchange controls or other circumstances beyond the
reasonable control of the Trust, the Trust will be entitled to satisfy its
obligations to the holder of this Note by making such payment in United
States dollars on the basis of the Market Exchange Rate (as defined below)
on the second Business Day prior to such payment date or, if such Market
Exchange Rate is not then available, on the basis of the most recently
available Market Exchange Rate or as otherwise specified on the face
hereof. The "Market Exchange Rate" for the Specified Currency means the
noon dollar buying rate in The City of New York for cable transfers for
such Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New
York. Any payment made under such circumstances in United States dollars
will not constitute an Event of Default (as defined in the Indenture) with
respect to this Note.
If the Specified Currency is a composite currency and the holder of
this Note shall have duly made an election to receive all or a specified
portion of any payment of principal, premium, if any, and/or interest in
respect of this Note in the Specified Currency and if such composite
currency is unavailable due to the imposition of exchange controls or other
circumstances beyond the reasonable control of the Trust, then the Trust
will be entitled to satisfy its obligations to the holder of this Note by
making such payment in United States dollars. The amount of each payment
in United States dollars shall be computed by the Exchange Rate Agent on
the basis of the equivalent of the composite currency in United States
dollars. The component currencies of the composite currency for this
purpose (collectively, the "Component Currencies" and each, a "Component
Currency") shall be the currency amounts that were components of the
composite currency as of the last day on which the composite currency was
used. The equivalent of the composite currency in United States dollars
shall be calculated by aggregating the United States dollar equivalents of
the Component Currencies. The United States dollar equivalent of each of
the Component Currencies shall be determined by the Exchange Rate Agent on
the basis of the most recently available Market Exchange Rate for each such
Component Currency, or as otherwise specified on the face hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a
Component Currency shall be divided or multiplied in the same proportion.
If two or more Component Currencies are consolidated into a single
currency, the amounts of those currencies as Component Currencies shall be
replaced by an amount in such single currency equal to the sum of the
amounts of the consolidated Component Currencies expressed in such single
currency. If any Component Currency is divided into two or more
currencies, the amount of the original Component Currency shall be replaced
by the amounts of such two or more currencies, the sum of which shall be
equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and binding on the holder of this
Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified above on the face hereof,
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 to this Note, 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 or its Authenticating Agent by manual signature, this Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, Wellsford Residential Property Trust has caused
this Note to be duly executed by one of its duly authorized officers.
WELLSFORD RESIDENTIAL PROPERTY TRUST
By________________________________
Title:
[SEAL]
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
By__________________________________
Authorized Signatory
[REVERSE OF NOTE]
WELLSFORD RESIDENTIAL PROPERTY TRUST
MEDIUM-TERM NOTE
(Floating Rate)
This Note is one of a duly authorized series of Securities (the
"Securities") of the Trust issued and to be issued under an Indenture,
dated as of October 25, 1996, as amended, modified or supplemented from
time to time (the "Indenture"), between the Trust and United States Trust
Company of New York, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Trust, the Trustee and the holders of the Securities, and
of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Note is one of the series of Securities designated as
"Medium-Term Notes Due Nine Months or More from Date of Issue" (the
"Notes"). All terms used but not defined in this Note or in an Addendum
hereto shall have the meanings assigned to such terms in the Indenture or
on the face hereof, as the case may be.
This Note is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and integral multiples thereof or the
minimum Authorized Denomination specified on the face hereof.
This Note will not be subject to any sinking fund and, unless
otherwise specified on the face hereof in accordance with the provisions of
the following two paragraphs, will not be redeemable or repayable prior to
the Stated Maturity Date.
This Note will be subject to redemption at the option of the
Trust on any date on and 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 (each, a "Redemption Date"), on notice given not more than 60
nor less than 30 calendar days prior to the Redemption Date and in
accordance with the provisions of the Indenture. The "Redemption Price"
shall initially be the Initial Redemption Percentage specified on the face
hereof multiplied by the unpaid principal amount of this Note to be
redeemed. The Initial Redemption Percentage shall decline at each
anniversary of the 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.
This Note will be subject to repayment by the Trust 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"). For this Note to be
repaid, the Trustee must receive at its office in the Borough of Manhattan,
The City of New York, referred to on the face hereof, at least 30 days but
not more than 60 days prior to the Repayment Date (i) this Note and the
form hereon entitled "Option to Elect Repayment" 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 hereof, the principal amount of this
Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms of this Note, a statement
that the option to elect repayment is being exercised thereby, and a
guarantee that this Note, together with the form hereon entitled "Option to
Elect Repayment" duly completed, will be received by the Trustee not later
than the fifth Business Day after the date of such telegram, telex,
facsimile transmission or letter, provided that such telegram, telex,
facsimile transmission or letter shall only be effective if this Note and
duly completed form are received by the Trustee by such fifth Business Day.
Exercise of such repayment option by the holder hereof will be irrevocable.
In the event of repayment of this Note in part only, a new Note of like
tenor for the unrepaid portion hereof and otherwise having the same terms
as this Note shall be issued in the name of the holder hereof upon the
presentation and surrender hereof.
If this Note is an Original Issue Discount Note as specified on
the face hereof, the amount payable to the holder of this Note in the event
of redemption, repayment or acceleration of maturity of this Note will be
equal to the sum of (i) the Issue Price specified on the face hereof
(increased by any accruals of the Discount, as defined below) and, in the
event of any redemption of this Note (if applicable), multiplied by the
Initial Redemption Percentage (as adjusted by the Annual Redemption
Percentage Reduction, if applicable) and (ii) any unpaid interest on this
Note accrued from the Original Issue Date to the Redemption Date, Repayment
Date or date of acceleration of maturity, as the case may be. The
difference between the Issue Price and 100% of the principal amount of this
Note is referred to herein as the "Discount."
For purposes of determining the amount of Discount that has
accrued as of any Redemption Date, Repayment Date or date of acceleration
of maturity of this Note, such Discount will be accrued using a constant
yield method. The constant yield will be calculated using a 30-day month,
360-day year convention, a compounding period that, except for the Initial
Period (as defined below), corresponds to the shortest period between
Interest Payment Dates (with ratable accruals within a compounding period),
a coupon rate equal to the initial coupon rate applicable to this Note and
an assumption that the maturity of this Note will not be accelerated. If
the period from the Original Issue Date to the initial Interest Payment
Date (the "Initial Period") is shorter than the compounding period for this
Note, a proportionate amount of the yield for an entire compounding period
will be accrued. If the Initial Period is longer than the compounding
period, then such period will be divided into a regular compounding period
and a short period, with the short period being treated as provided in the
preceding sentence.
The interest rate borne by this Note will be determined as
follows:
(i) Unless the Interest Category of this Note is specified
on the face hereof as a "Floating Rate/Fixed Rate Note" or an
"Inverse Floating Rate Note" or as otherwise specified as
Other/Additional Provisions on the face hereof or in an Addendum
hereto, this Note shall be designated as a "Regular Floating Rate
Note" and, except as set forth below or specified on the face
hereof or in an Addendum hereto, shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or
Bases (a) plus or minus the Spread, if any, and/or (b) multiplied
by the Spread Multiplier, if any, in each case as specified on
the face hereof. Commencing on the Initial Interest Reset Date,
the rate at which interest on this Note shall be payable shall be
reset as of each Interest 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 Category of this Note is specified on
the face hereof as a "Floating Rate/Fixed Rate Note", then,
except as set forth below or specified on the face hereof or in
an Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or
Bases (a) plus or minus the Spread, if any, and/or (b) multiplied
by the Spread Multiplier, if any. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note
shall be payable shall be reset as of each Interest Reset Date;
provided, however, that (y) the interest rate in effect for the
period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate and (z)
the interest rate in effect for the period commencing on the
Fixed Rate Commencement Date specified on the face hereof to the
Maturity Date shall be the Fixed Interest Rate specified on the
face hereof or, if no such Fixed Interest Rate is specified, the
interest rate in effect hereon on the day immediately preceding
the Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified on
the face hereof as an "Inverse Floating Rate Note", then, except
as set forth below or specified on the face hereof or in an
Addendum hereto, 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 or in an Addendum hereto, 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.
Except as set forth above or specified on the face hereof or in
an Addendum hereto, 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
otherwise fall on an Interest Reset Date, then such Interest Reset Date
will be postponed to the next succeeding Business Day.
The interest rate applicable to each Interest Reset Period
commencing on the related Interest Reset Date will be determined by the
Calculation Agent as of the applicable Interest Determination Date and will
be calculated by the Calculation Agent on or prior to the Calculation Date
(as defined below), except with respect to LIBOR and the Eleventh District
Cost of Funds Rate, which will 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 will 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 business 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, unless the Index
Currency is British pounds sterling, in which case the "Interest
Determination Date" will be the applicable Interest Reset Date. The
"Interest Determination Date" with respect to the Treasury Rate 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. 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 applicable Interest Reset Date.
Unless otherwise specified on the face hereof or in an Addendum
hereto, the rate with respect to each Interest Rate Basis will be
determined in accordance with the following provisions.
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, 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 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 will be calculated by the
Calculation Agent specified on the face hereof 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 United States dollar certificates of deposit in The
City of New York selected by the Calculation Agent for negotiable United
States dollar certificates of deposit of major United States money center
banks in the market for negotiable United States dollar certificates of
deposit 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 will 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 monthly average, as
specified on the face hereof, 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 will be such treasury constant
maturity rate for the Designated CMT Maturity Index as published in
H.15(519). If such rate is no longer published or is not published by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT
Rate on such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other
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 H.15(519).
If such information is not provided by 3:00 P.M., New York City time, on
the related Calculation Date, then the CMT Rate on the CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be
a yield to maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York City
time, on such CMT Rate Interest Determination Date reported, according to
their written records, by three leading primary 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 and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest)), for the most recently
issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one year. If the Calculation
Agent is unable to obtain three such Treasury Note quotations, the CMT Rate
on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30
P.M., New York City time, on such CMT Rate Interest Determination Date of
three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for Treasury
Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an amount of
at least U.S.$100 million. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the
Calculation Agent are quoting as mentioned herein, the CMT Rate determined
as of such CMT Rate Interest Determination Date will be the CMT Rate in
effect on such CMT Rate Interest Determination Date. If two Treasury Notes
with an original maturity as described in the second preceding sentence
have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the Calculation Agent will obtain quotations for the
Treasury Note with the shorter remaining term to maturity and will use such
quotations to calculate the CMT Rate as set forth above.
"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 (or
any successor 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 one, two, three,
five, seven, 10, 20 or 30 years) specified on the face hereof with respect
to which the CMT Rate will be calculated. If no such maturity is specified
on the face hereof, the Designated CMT Maturity Index shall be two 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 related Calculation
Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest
Determination Date will 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 will be calculated
by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates at approximately 11:00 A.M., New York
City time, on such Commercial Paper Rate Interest Determination Date of
three leading dealers of commercial paper in The City of New York selected
by the Calculation Agent for commercial paper having the Index Maturity
placed for an industrial issuer whose bond rating is "AA," or the equi-
valent, from a nationally recognized statistical rating organization;
provided, however, that if the dealers so selected by the Calculation Agent
are not quoting as mentioned in this sentence, the Commercial Paper Rate
determined as of such Commercial Paper Rate Interest Determination Date
will be the Commercial Paper Rate in effect on such Commercial Paper Rate
Interest Determination Date.
"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 will 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 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 will 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, prior to 9:00 A.M., New York City time,
on such Federal Funds Rate Interest Determination Date; provided, however,
that if the brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of such
Federal Funds Rate Interest Determination Date will be the Federal Funds
Rate 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 applicable 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 will be used) for deposits in the Index Currency having
the Index Maturity, commencing on the applicable Interest Reset Date, that
appear (or, if only a single rate is required as aforesaid, appears) on the
Designated LIBOR Page (as 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 the Index Currency having the Index
Maturity, commencing on such Interest Reset Date, that appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date. If fewer than two such offered rates appear, or if no
such rate appears, as applicable, LIBOR 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, to provide the Calculation Agent with its offered
quotation for deposits in the Index Currency 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 such Index Currency in such
market at such time. If at least two such quotations are so provided, then
LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean
of such quotations. If fewer than two such quotations are so provided,
then LIBOR on such LIBOR Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 A.M., in the applicable
Principal Financial Center, on such LIBOR Interest Determination Date by
three major banks in such Principal Financial Center selected by the
Calculation Agent for loans in the Index Currency to leading European
banks, having the Index Maturity and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined as of such LIBOR Interest Determination Date shall be LIBOR in
effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency or composite currency
specified on the face hereof as to which LIBOR shall be calculated. If no
such currency or composite currency is specified on the face hereof, the
Index Currency shall be United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified
on the face hereof, the display on the Reuter Monitor Money Rates Service
(or any successor service) on the page specified on the face hereof (or any
other page as may replace such page on such service (or any successor
service)), for the purpose of displaying the London interbank rates of
major banks for the Index Currency, or (b) if "LIBOR Telerate" is specified
on the face hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified on the face hereof as the method for calculating LIBOR, the
display on the Dow Xxxxx Telerate Service (or any successor service) on the
page specified on the face hereof (or any other page as may replace such
page on such service (or any successor service)), for the purpose of
displaying the London interbank rates of major banks for the Index
Currency.
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, then
the Prime Rate shall be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by a 360-day
year as of the close of business on such Prime Rate Interest Determination
Date by four major money center banks in The City of New York selected by
the Calculation Agent. 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 to obtain four such prime rate
quotations, provided such substitute banks or trust companies are organized
and doing business under the laws of the United States, or any State
thereof, each having total equity capital of at least U.S.$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 or trust companies so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Prime
Rate determined as of such Prime Rate Interest Determination Date will be
the Prime Rate in effect on such Prime Rate Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display designated as
page "USPRIME1" on the Reuter Monitor Money Rates Service (or any successor
service) (or such other page as may replace the USPRIME1 page on such
service (or any successor 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 the
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 ap-
proximately 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;
provided, however, that if the dealers so selected by the Calculation Agent
are not quoting as mentioned in this sentence, the Treasury Rate determined
as of such Treasury Rate Interest Determination Date will be the Treasury
Rate in effect on such Treasury Rate Interest Determination Date.
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 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.
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 will
provide to the Holder hereof the interest rate hereon then in effect and,
if determined, the interest rate that will 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 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
amounts used in or resulting from such calculation on this Note shall be
rounded, in the case of United States dollars, to the nearest cent or, in
the case of a Specified Currency other than United States dollars or a
composite currency, to the nearest unit (with one-half cent or unit being
rounded upwards).
If an Event of Default, as defined in the Indenture, shall occur
and be continuing, the principal of the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the
entire indebtedness of the Notes or (ii) certain covenants and Events of
Default with respect to the Notes, in each case upon compliance with
certain conditions set forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Trust and the rights of the holders of the Securities at
any time by the Trust and the Trustee with the consent of the holders of
not less than a majority of the aggregate principal amount of all
Securities at the time outstanding and affected thereby. The Indenture
also contains provisions permitting the holders of not less than a majority
of the aggregate principal amount of the outstanding Securities of any
series, on behalf of the holders of all such Securities, to waive
compliance by the Trust with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the holders of not less
than a majority of the aggregate principal amount of the outstanding
Securities of any series, in certain instances, to waive, on behalf of all
of the holders of Securities of such series, certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the
holder of this Note shall be conclusive and binding upon such holder and
upon all future holders of this Note and other Notes issued upon the
registration of transfer hereof or in exchange hereof 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 Trust,
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 Trust upon surrender of this Note for
registration of transfer at the office or agency of the Trust 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 Trust and the Security Registrar, duly executed
by, the holder hereof or by his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated
transferee or transferees.
As provided in the Indenture and subject to certain limitations
therein and herein set forth, this Note is exchangeable for a like
aggregate principal amount of Notes of different authorized denominations
but otherwise having the same terms and conditions, as requested by the
holder hereof surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Trust 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 Trust, the Trustee and any agent of the Trust or the Trustee
may treat the holder in whose name this Note is registered as the owner
thereof for all purposes, whether or not this Note be overdue, and neither
the Trust, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Note and all documents, agreements, understandings and
arrangements relating to any transaction contemplated hereby or thereby
have been executed or entered into by the undersigned in his/her capacity
as an officer or trustee of the Trust which has been formed as a Maryland
real estate investment trust pursuant to the Declaration of Trust of the
Trust, dated as of July 20, 1992, as amended, and not individually, and
neither the trustees, officers, employees or shareholders of the Trust
shall be bound or have any personal liability hereunder or thereunder. The
holder of this Note by accepting this Note waives and releases all such
liability. This waiver and release are part of the consideration for the
issue of this Note. Each party hereto shall look solely to the assets of
the Trust for satisfaction of any liability of the Trust in respect of this
Note and all documents, agreements, understandings and arrangements
relating to any transaction contemplated hereby or thereby and will not
seek recourse or commence any action against any of the trustees, officers
or shareholders of the Trust or any of their personal assets for the
performance or payment of any obligation hereunder or thereunder. The
foregoing shall also apply to any future documents, agreements,
understandings, arrangements and transactions between the parties hereto.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Note, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian _____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
Additional abbreviations may also be used though not in the above
list.
__________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
| |
|______________________________|___________________________________________
___________________________________________________________________________
______________________________
(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, with-
out alteration or enlargement or any
change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Trust 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 the Borough of Manhattan, The City of New York,
currently located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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
(or, if the Specified Currency is other than United States dollars, the
minimum Authorized Denomination specified on the face hereof)) which the
holder elects to have repaid and specify the denomination or denominations
(which shall be an Authorized Denomination) of the Notes to be issued to
the holder for the portion of this Note not being repaid (in the absence of
any such specification, one such Note will be issued for the portion not
being repaid).
Principal Amount
to be Repaid: $____________ ___________________________
Notice: The signature(s) on
Date: __________________________ this Option to Elect Repayment
must correspond with the name(s) as
written upon the face of this Note
in every particular, without
alteration or enlargement or any
change whatsoever.
