1
Exhibit 4(y)
REGISTERED REGISTERED
AMERICAN INTERNATIONAL GROUP, INC.
FLOATING RATE MEDIUM-TERM NOTE, SERIES F
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 EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No. $
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY: SPREAD:
[ ] LIBOR -- TELERATE PAGE 7051: SPREAD MULTIPLIER: %
[ ] TREASURY RATE -- TELERATE PAGE 7052 SPECIFIED CURRENCY: U.S. DOLLARS
[ ] CMT RATE (WEEKLY/MONTHLY): U.S. DOLLARS FOR ALL PAYMENTS
UNLESS OTHERWISE SPECIFIED BELOW:
[ ] COMMERCIAL PAPER RATE -- CMT INDEX MATURITY:
- PAYMENTS OF PRINCIPAL AND OF ANY
[ ] PRIME RATE CALCULATION AGENT: PREMIUM:
[ ] CD RATE - PAYMENTS OF INTEREST:
[ ] FEDERAL FUNDS RATE - EXCHANGE RATE AGENT:
MAXIMUM INTEREST RATE: % REDEMPTION COMMENCEMENT
DATE:
MINIMUM INTEREST RATE: %
INTEREST RESET DATES: REDEMPTION PRICE:
INTEREST PAYMENT DATES:
INTEREST DETERMINATION DATE:
INTEREST PAYMENT PERIOD: (MONTHLY, QUARTERLY, SEMI-ANNUALLY OR ANNUALLY)
INTEREST RATE RESET PERIOD: (DAILY, WEEKLY, MONTHLY, QUARTERLY, SEMI-ANNUALLY,
ANNUALLY OR OTHERWISE)
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AMERICAN INTERNATIONAL GROUP, INC., a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above, and to pay interest thereon from the
Original Issue Date shown above or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, at a rate per annum equal to
the Initial Interest Rate shown above until the first Interest Reset Date
specified above and thereafter at a rate determined in accordance with the
provisions on the reverse hereof under the heading "Determination of LIBOR",
"Determination of EURIBOR", "Determination of Treasury Rate", "Determination of
CMT Rate", "Determination of Commercial Paper Rate", "Determination of Prime
Rate" "Determination of CD Rate", or "Determination of Federal Funds Rate",
depending upon whether the Interest Rate Basis is LIBOR, EURIBOR, Treasury Rate,
CMT Rate, Commercial Paper Rate, Prime Rate, CD Rate, or Federal Funds Rate, as
indicated by the marked box above, until the principal hereof is paid or duly
made available for payment. The Company will pay interest monthly, quarterly,
semi-annually or annually as shown above under "Interest Payment Period",
commencing with the Interest Payment Date next succeeding the Original Issue
Date shown above, and ending on the Maturity Date; provided, however, that if
the Original Issue Date is after a Regular Record Date (as herein defined) and
prior to the related Interest Payment Date, interest payments will commence on
the Interest Payment Date following the next succeeding Regular Record Date.
Except as provided above and in the Indenture referred to on the reverse hereof,
monthly interest payments will be made on the third Wednesday of each month,
quarterly interest payments will be made on the third Wednesday of March, June,
September and December, semi-annual interest payments will be made on the third
Wednesday of the two months set forth above and annual interest payments will be
made on the third Wednesday of the month set forth above. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, 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 Regular Record Date for such interest, which shall be the fifteenth day
(whether or not a Business Day) immediately preceding such Interest Payment
Date. Any such interest which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date, will cease to be payable to the
registered Holder on such Regular Record Date, and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
the Holders of Notes not less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
If any Interest Payment Date would otherwise be a day that is not a
Business Day with respect to this Note, the Interest Payment Date shall be the
next succeeding day that is a Business Day, except that if the Interest Rate
Basis specified on the face hereof is LIBOR or EURIBOR and the next succeeding
Business Day falls in the next calendar month, such Interest Payment Date shall
be the immediately preceding Business Day. In all cases, an Interest Payment
Date that falls on the Maturity will not be changed.
Payment of the principal of (and premium, if any) and interest on this Note
will be made at the office or agency of the Company maintained for that purpose
in the Borough of Manhattan, The City of New York, 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; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof, 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, the Company has caused this instrument to be duly
executed under its corporate seal.
AMERICAN INTERNATIONAL GROUP,
INC.
DATED: By
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK Chairman
as Trustee
Attest
By
Authorized Signatory Secretary
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AMERICAN INTERNATIONAL GROUP, INC.
FLOATING RATE MEDIUM-TERM NOTE, SERIES F
This Note is one of a duly authorized issue of securities of the Company,
issued and to be issued in one or more series under an Indenture, dated as of
July 15, 1989 (herein called the "Indenture"), between the Company and The Bank
of New York, as trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof (herein called the "Notes"), which is limited in
aggregate principal amount to $780,546,000.
The rate of interest on this Note will be reset daily, weekly, monthly,
quarterly, semi-annually, annually or otherwise, as specified on the face hereof
under Interest Rate Reset Period (each date upon which interest is so reset as
provided below being hereinafter referred to as an "Interest Reset Date").
Unless otherwise specified on the face hereof, the Interest Reset Date with
respect to this Note will be as follows: if the Interest Rate Reset Period
specified on the face hereof is daily, each Business Day; if the Interest Rate
Reset Period specified on the face hereof is weekly (for Notes using an Interest
Rate Basis, as specified on the face hereof, other than the Treasury Rate),
Wednesday of each week; if the Interest Rate Reset Period specified on the face
hereof is weekly and the Interest Rate Basis specified on the face hereof is the
Treasury Rate, except as otherwise provided in the definition of Treasury
Interest Determination Date under "Determination of Treasury Rate" below, the
Tuesday of each week; if the Interest Rate Reset Period specified on the face
hereof is monthly, the third Wednesday of each month; if the Interest Rate Reset
Period specified on the face hereof is quarterly, the third Wednesday of each
March, June, September and December; if the Interest Rate Reset Period specified
on the face hereof is semi-annually, the third Wednesday of each of the two
months specified on the face hereof; and if the Interest Rate Reset Period
specified on the face hereof is annually, the third Wednesday of the month
specified on the face hereof; provided, however, that (i) the interest rate in
effect from the date of issue to the first Interest Reset Date will be the
Initial Interest Rate specified on the face hereof and (ii) except as otherwise
specified on the face hereof, if the Interest Rate Reset Period on the face
hereof is daily or weekly, the interest rate in effect for each day following
the second Business Day prior to an Interest Payment Date to, but excluding,
such Interest Payment Date, and for each day following the second Business Day
prior to the maturity date, shall be the rate in effect on such second Business
Day. If, pursuant to the preceding sentence, any Interest Reset Date would
otherwise be a day that is not a Business Day with respect to this Note, the
Interest Reset Date shall be the next succeeding day that is a Business Day with
respect to this Note, except that, unless otherwise specified on the face
hereof, if the Interest Rate Basis specified on the face hereof is LIBOR and the
next succeeding Business Day falls in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.
Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on this Note shall be the rate
determined in accordance with the provisions of the applicable heading below.
"Euro Business Day" means any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is open for business.
"London Business Day" means any day on which dealings in the relevant
specified currency are transacted in the London interbank market.
"Business Day" means, for any note, a day that meets all the following
applicable requirements: (i) for all notes, is a Monday, Tuesday, Wednesday,
Thursday or Friday that is not a day on which banking institutions in New York
City generally are authorized or obligated by law regulation or executive order
to close; (ii) if the note is a LIBOR note, is also a London Business Day; (iii)
if the note has a specified currency other than U.S. dollars or euro, is also a
day on which banking institutions are not authorized or obligated by law,
regulation or executive order to close in the principal financial center of the
country issuing the specified currency; and (iv) if the note is EURIBOR note or
has a specified currency of euros, or is a LIBOR note for which the specified
currency is euros, is also a Euro Business Day.
DETERMINATION OF LIBOR. If the Interest Rate Basis is LIBOR, the Interest
Rate Basis that takes effect on any Interest Reset Date shall be LIBOR on the
corresponding LIBOR Interest Determination Date (as defined below) and shall be
determined in accordance with the following provisions:
(a) LIBOR will be the offered rate appearing on the Telerate LIBOR
Page (as defined below), as of 11:00 A.M., London time, on such LIBOR
Interest Determination Date, for deposits of the Specified Currency having
the Index Maturity beginning on such Interest Reset Date.
(b) If the rate described in (a) does not appear on the Telerate LIBOR
Page, then LIBOR will be determined on the basis of the rates, at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination
Date, at which deposits of the Specified Currency having the Index Maturity
beginning on such Interest Reset Date, and in a Representative Amount (as
defined below) are offered to prime banks in the London interbank market by
four major banks in that market selected by the Calculation Agent. The
Calculation Agent will request the principal London office of each of these
banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations.
(c) If fewer than two quotations are provided as described in (b)
LIBOR for such LIBOR Interest Determination Date will be the arithmetic
mean of the rates for loans of the Specified Currency having the Index
Maturity, beginning on such Interest Reset Date, and in a Representative
Amount to leading European banks quoted, at approximately 11:00 A.M., in
the principal financial center for the country of the Specified Currency,
on such LIBOR Interest Determination Date, by three major banks in that
financial center selected by the Calculation Agent.
(d) If fewer than three banks selected by the Calculation Agent are
quoting as described in (c) LIBOR for the new Interest Rate Reset Period
will be LIBOR in effect for the prior Interest Rate Reset Period. If the
Initial Interest Rate has been in effect for the prior Interest Rate Reset
Period, however, it will remain in effect for the new Interest Rate Reset
Period.
The Interest Rate Basis determined in accordance with the foregoing
provisions will be adjusted by the addition or subtraction of the Spread, if
any, or by multiplying such Interest Rate Basis by the Spread Multiplier, if
any.
"LIBOR Interest Determination Date" means, in relation to a particular
Interest Reset Date, the second London Business Day preceding such Interest
Reset Date, unless the Specified Currency is pounds sterling, in which case the
LIBOR Interest Determination Date will be the Interest Reset Date.
"Telerate Page" means the display on Bridge Telerate Inc., or any successor
service, on the page or pages specified herein, or any replacement page or pages
on that service.
"Telerate LIBOR Page" means Telerate Page 3750 or any replacement page or
pages on which London interbank rates of major banks for the Specified Currency
are displayed.
"Representative Amount" means an amount that, in the Calculation Agent's
judgment, is representative of a single transaction in the relevant market at
the relevant time.
DETERMINATION OF EURIBOR. If the Interest Rate Basis is EURIBOR, the
Interest Rate Basis that takes effect on any Interest Reset Date shall equal the
interest rate for deposits in euros designated as "EURIBOR" and sponsored
jointly by the European Banking Federation and ACI -- the Financial Market
Association (or any company established by the joint sponsors for purposes of
compiling and publishing that rate) on the corresponding EURIBOR Interest
Determination Date (as defined below), and shall be determined in accordance
with the following procedures:
(a) EURIBOR will be the offered rate for deposits in euros having the
Index Maturity beginning on the Interest Reset Date after such EURIBOR
Interest Determination Date, as that rate appears on Telerate Page 248 as
of 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date.
(b) If the rate described in (a) does not appear on Telerate Page 248,
EURIBOR will be determined on the basis of the rates, at approximately
11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, at
which euro deposits having the Index
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Maturity, beginning on the Interest Reset Date, and in a Representative
Amount are offered to prime banks in the Euro-zone (as defined below)
interbank market by the principal Euro-zone office of each of four major
banks in that market selected by the Calculation Agent. The Calculation Agent
will request the principal Euro-zone office of each of these banks to provide
a quotation of its rate. If at least two quotations are provided, EURIBOR for
the relevant EURIBOR interest determination date will be the arithmetic mean
of the quotations.
(c) If fewer than two quotations are provided as described in (b) EURIBOR
for such EURIBOR Interest Determination Date will be the arithmetic mean of
the rates for euro loans having the Index Maturity, beginning on the Interest
Reset Date, and in a Representative Amount to leading Euro-zone banks quoted,
at approximately 11:00 A.M., Brussels time on such EURIBOR Interest
Determination Date, by three major banks in the Euro-zone selected by the
Calculation Agent.
(d) If fewer than three banks selected by the Calculation Agent are
quoting as described in (c), EURIBOR for the new Interest Rate Reset Period
will be EURIBOR in effect for the prior Interest Rate Reset Period. If the
Initial Interest Rate has been in effect for the prior Interest Rate Reset
Period, however, it will remain in effect for the new Interest Rate Reset
Period.
The Interest Rate Basis determined in accordance with the foregoing
provisions will be adjusted by the addition or subtraction of the Spread, if
any, or by multiplying such Interest Rate Basis by the Spread Multiplier, if
any.
"EURIBOR Interest Determination Date" means, in relation to a particular
Interest Reset Date, the second Euro Business Day preceding such Interest Reset
Date.
"Euro-zone" means, at any time, the region comprised of the member states of
the European Economic and Monetary Union that, as of that time, have adopted a
single currency in accordance with the Treaty on European Union of February
1992.
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis is the Treasury
Rate, the Interest Rate Basis that takes effect on any Interest Reset Date shall
equal the rate for the auction on the corresponding Treasury Interest
Determination Date (as defined below) of direct obligations of the United States
("Treasury Bills") having the Index Maturity, as that rate appears on Telerate
Page 56 or 57 under the heading "Investment Rate". If the Treasury Rate cannot
be determined in this manner, the following procedures will apply in determining
the Treasury Rate:
(a) If the rate described above does not appear on either page at 3:00
P.M., New York City time, on the Calculation Date corresponding to such
Treasury Interest Determination Date (unless the calculation is made earlier
and the rate is available from that source at that time), the Treasury Rate
will be the Bond Equivalent Yield (as defined below) of the rate, for such
Treasury Interest Determination Date, for the type of Treasury Bills
described above, as published in H.15 Daily Update (as defined below), or
another recognized electronic source used for displaying that rate, under the
heading "U.S. Government Securities/Treasury Bills/Auction High".
(b) If the rate described in (a) does not appear in H.15 Daily Update or
another recognized electronic source by 3:00 P.M., New York City time, on
such Calculation Date (unless the calculation is made earlier and the rate is
available from one of those sources at that time), the Treasury Rate will be
the Bond Equivalent Yield of the auction rate, for such Treasury Interest
Determination date and for Treasury Bills of the kind described above, as
announced by the U.S. Department of the Treasury.
(c) If the auction rate described in (b) is not so announced by 3:00 P.M.,
New York City time, on such Calculation Date, or if no such auction is held
for the relevant week, then the Treasury Rate will be the Bond Equivalent
Yield of the rate, for such Treasury Interest Determination Date and for
Treasury Bills having a remaining maturity closest to the Index Maturity, as
published in H.15(519)(as defined below) under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market".
(d) If the rate described in (c) does not appear in H.15(519) by 3:00
P.M., New York City time, on such Calculation Date unless the calculation is
made earlier and the rate is available from one of those sources at that
time), then the Treasury Rate will be the rate, for such Treasury Interest
Determination Date and for Treasury Bills having a remaining maturity closest
to the Index Maturity, as published in H.15 Daily Update, or another
recognized electronic source used for displaying that rate, under the heading
"U.S. Government Securities/Treasury Bills/Secondary Market".
(e) If the rate described in (d) does not appear in H.15 Daily Update or
another recognized electronic source by 3:00 P.M., New York City time, on
such Calculation Date (unless the calculation is made earlier and the rate is
available from one of those sources at that time), the Treasury Rate will be
the Bond Equivalent Yield of the arithmetic mean of the secondary market bid
rates as of approximately 3:30 P.M., New York City time, on such Treasury
Interest Determination Date, by three primary U.S. government securities
dealers in New York City selected by the Calculation Agent for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity.
(f) If fewer than three dealers selected by the Calculation Agent are
quoting as described in (e), the Treasury Rate in effect for the new Interest
Rate Reset Period will be the Treasury Rate in effect for the prior Interest
Rate Reset Period. If the Initial Interest Rate has been in effect for the
prior Interest Rate Reset Period, however, it will remain in effect for the
new Interest Rate Reset Period.
The Interest Rate Basis determined in accordance with the foregoing
provisions will be adjusted by the addition or subtraction of the Spread, if
any, or by multiplying such Interest Rate Basis by the Spread Multiplier, if
any.
"Treasury Interest Determination Date" means the day of the week in which the
Interest Reset Date falls on which Treasury Bills would normally be auctioned.
If as the result of a legal holiday an auction is held on the preceding Friday,
that Friday will be the Treasury Interest Determination Date relating to the
Interest Reset Date occurring in the next succeeding week. If the auction is
held on a day that would otherwise be an Interest Reset Date, then the Interest
Reset Date will instead be the first Business Day following the auction date.
"Bond Equivalent Yield" means a yield expressed as a percentage and
calculated in accordance with the following formula:
D x N
bond equivalent yield = --------- x 100
360-(DxM)
where "D" means the annual rate for Treasury Bills quoted on a bank discount
basis and expressed as a decimal; "N" means 365 or 366, as the case may be; and
"M" means the actual number of days in the applicable Interest Reset Period.
"H.15(519)" means the weekly statistical release entitled "Statistical
Release H.15(519)", or any successor publication, published by the Board of
Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519) available through the
worldwide-web site of the Board of Governors of the Federal Reserve System, at
http:// ▇▇▇.▇▇▇.▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇▇/▇▇▇/▇▇▇▇▇▇, or any successor site or
publication.
DETERMINATION OF CMT RATE. If the Interest Rate Basis is the CMT Rate, the
Interest Rate Basis that takes effect on any Interest Reset Date shall equal the
CMT Rate on the CMT Interest Determination Date (as defined below). "CMT Rate"
means the following rate displayed on the Designated CMT Telerate Page (as
defined below) under the Heading "...Treasury Constant Maturities...Federal
Reserve Board Release H.15...Mondays Approximately 3:45 P.M.", under the column
for the Designated CMT Index Maturity (as defined below):
(x) if the Designated CMT Telerate Page is Telerate Page 7051, the rate
for such CMT Interest Determination Date; or
(y) if the Designated CMT Telerate Page is Telerate Page 7052, the weekly
or monthly average, as specified on the face hereof, for the week that ends
immediately before the week in which such CMT Interest Determination Date
falls, or for the month that ends immediately before the month in which such
CMT Interest Determination Date falls, as applicable.
If the CMT Rate cannot be determined in this manner, the following procedures
will apply in determining the CMT Rate.
(a) If the applicable rate described above is not displayed on the
relevant Designated CMT Telerate Page at 3:00 P.M., New York City time, on
the Calculation Date corresponding to such CMT Interest Determination Date
(unless the calculation is made earlier and the rate is available from one of
those sources at that time), then the CMT Rate will be the applicable
Treasury constant maturity rate described above as published in H.15(519).
(b) If the applicable rate described in (a) does not appear in H.15(519)
by 3:00 P.M., New York City time, on such Calculation Date (unless the
calculation is made earlier and the rate is available from one of those
sources at that time), then the CMT Rate will be the
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Treasury constant maturity rate, or other U.S. Treasury rate, for the
Designated CMT Index Maturity and with reference to such CMT Interest
Determination Date, that:
(i) is published by the Board of Governors of the Federal Reserve
System, or the U.S. Department of the Treasury; and
(ii) is determined by the Calculation Agent to be comparable to the
applicable rate formerly displayed on the Designated CMT Telerate Page and
published in H.15(519).
(c) If the rate described in (b) does not appear by 3:00 P.M., New York
City time, on such Calculation Date (unless the calculation is made earlier
and the rate is available from one of those sources at that time), then the
CMT Rate will be the yield to maturity of the arithmetic mean of secondary
market offered rates as of approximately 3:30 P.M., New York City time, on
such CMT Interest Determination Date, of three primary U.S. government
securities dealers in New York City selected by the Calculation Agent for the
most recently issued direct, non-callable, fixed rate obligations of the U.S.
government ("Treasury Notes") having an original maturity of approximately
the Designated CMT Index Maturity and a remaining term to maturity of not
less than the Designated CMT Index Maturity minus one year and in a
Representative Amount. In selecting such offered rates, the Calculation Agent
will request quotations from five such primary dealers and will disregard the
highest quotation -- or, if there is equality, one of the highest -- and the
lowest quotation -- or, if there is equality, one of the lowest.
(d) If the Calculation Agent is unable to obtain three quotations of the
kind described in (c) the CMT Rate will be the yield to maturity of the
arithmetic mean of secondary market offered rates as of approximately 3:30
P.M., New York City time, on such CMT Interest Determination Date, of three
primary U.S. government securities dealers in New York City selected by the
Calculation Agent for Treasury Notes with an original maturity longer than
the Designated CMT Index Maturity, with a remaining term to maturity closest
to the Designated CMT Index Maturity and in a Representative Amount. In
selecting such offered rates, the Calculation Agent will request quotations
from five such primary dealers and will disregard the highest
quotation -- or, if there is equality, one of the highest -- and the lowest
quotation -- or, if there is equality, one of the lowest. If two Treasury
Notes with an original maturity longer than the Designated CMT Index Maturity
have remaining terms to maturity that are equally close to the Designated CMT
Index Maturity, the Calculation Agent will obtain quotations for the Treasury
Note with the shorter remaining term to maturity.
(e) If fewer than five but more than two such primary dealers are quoting
as described in (d) the CMT Rate for such CMT Interest Determination Date
will be based on the arithmetic mean of the offered rates so obtained, and
neither the highest nor the lowest of those quotations will be disregarded.
(f) If two or fewer primary dealers selected by the Calculation Agent are
quoting as described in (e) the CMT Rate in effect for the new Interest Rate
Reset Period will be the CMT Rate in effect for the prior Interest Rate Reset
Period. If the Initial Interest Rate has been in effect for the prior
Interest Rate Reset Period, however, it will remain in effect for the new
Interest Rate Reset Period.
The Interest Rate Basis determined in accordance with the foregoing
provisions will be adjusted by the addition or subtraction of the Spread, if
any, or by multiplying such Interest Rate Basis by the Spread Multiplier, if
any.
"CMT Interest Determination Date" means, in relation to a particular Interest
Reset Date, the second Business Day immediately preceding such Interest Reset
Date.
"Designated CMT Index Maturity" means the Index Maturity specified on the
face hereof and will be the original period to maturity of a U.S. Treasury
security -- specified on the face hereof, provided that, if no such original
maturity period is so specified, the Designated CMT Index Maturity will be 2
years.
"Designated CMT Telerate Page" means the Telerate Page specified on the face
hereof that displays Treasury constant maturities as reported in H.15(519);
provided, however, that, if no Telerate Page is so specified, then the
applicable page will be Telerate Page 7052, and provided further, that if
Telerate Page 7052 applies but it is not specified on the face hereof whether
the weekly or monthly average applies, the weekly average will apply.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis is the
Commercial Paper Rate, the Interest Rate Basis that takes effect on any Interest
Reset Date shall equal the Money Market Yield (as defined below) of the discount
rate, for the Commercial Paper Interest Determination Date (as defined below),
for commercial paper having the Index Maturity specified on the face hereof, as
published in H.15(519) under the heading "Commercial Paper -- Non-financial". If
the Commercial Paper Rate cannot be determined in this manner, the following
procedures will apply in determining the Commercial Paper Rate:
(a) If the rate described above does not appear in H.15(519) by 3:00 P.M.,
New York City time, on the Calculation Date corresponding to such Commercial
Paper Interest Determination Date (unless the calculation is made earlier and
the rate is available from that source at that time), then the Commercial
Paper Rate will be the rate, for such Commercial Paper Interest Determination
Date, for commercial paper having the Index Maturity specified on the face
hereof, as published in H.15 Daily Update or any other recognized electronic
source used for displaying that rate, under the heading "Commercial
Paper -- Non-financial".
(b) If the rate described in (a) does not appear in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City
time, on such Calculation Date (unless the calculation is made earlier and
the rate is available from one of those sources at that time), the Commercial
Paper Rate will 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
Interest Determination Date, by three leading U.S. dollar commercial paper
dealers in New York City selected by the Calculation Agent for U.S. dollar
commercial paper that has the Index Maturity and is placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a nationally
recognized rating agency.
(c) If fewer than three dealers selected by the Calculation Agent are
quoting as described in (b) the Commercial Paper Rate for the new Interest
Rate Reset Period will be the Commercial Paper Rate in effect for the prior
Interest Rate Reset Period. If the Initial Interest Rate has been in effect
for the prior Interest Rate Reset Period, however, it will remain in effect
for the new Interest Rate Reset Period.
The Interest Rate Basis determined in accordance with the foregoing
provisions will be adjusted by the addition or subtraction of the Spread, if
any, or by multiplying such Interest Rate Basis by the Spread Multiplier, if
any.
"Commercial Paper Interest Determination Date" means, in relation to a
particular Interest Reset Date, the first Business Day immediately preceding
such Interest Reset Date.
"Money Market Yield" means a yield expressed as a percentage and calculated
in accordance with the following formula:
D x 360
money market yield = ----------- x 100
360-(D x M)
where "D" means the annual rate for commercial paper quoted on a bank discount
basis and expressed as a decimal; and "M" means the actual number of days in the
applicable Interest Reset Period.
DETERMINATION OF PRIME RATE. If the Interest Rate Basis is the Prime Rate,
the Interest Rate Basis that takes effect on any Interest Reset Date shall equal
the rate, for the Prime Interest Determination Date (as defined below),
published in H.15(519) under the heading "Bank Prime Loan". If the Prime Rate
cannot be determined in this manner, the following procedures will apply in
determining the Prime Rate:
(a) If the rate described above does not appear in H.15(519) by 3:00 P.M.,
New York City time on the Calculation Date corresponding to such Prime
Interest Determination Date (unless the calculation is made earlier and the
rate is available from that source at that time), then the Prime Rate will be
the rate, for such Interest Determination Date, as published in H.15 Daily
Update or another recognized electronic source used for the purpose of
displaying that rate, under the heading "Bank Prime Loan".
(b) If the rate described in (a) is not published in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City
time, on such Calculation Date (unless the calculation is made earlier and
the rate is available from one of those sources at that time), then the Prime
Rate will be the arithmetic mean of the rates of interest publicly announced
by each bank appearing on that page as that bank's prime rate or base lending
rate, as of 11:00 A.M., New York City time, on such Prime Interest
Determination Date as they appear on the Reuters Screen US PRIME 1 Page (as
defined below).
(c) If fewer than four of the rates referred to in (b) appear on the
Reuters Screen US PRIME 1 Page, the Prime Rate will be the arithmetic mean of
the prime rates or base lending rates, as of the close of business on such
Prime Interest Determination Date, of three
6
major banks in New York City selected by the Calculation Agent. For this
purpose, the Calculation Agent will use rates quoted on the basis of the
actual number of days in the year divided by a 360-day year.
(d) If fewer than three banks selected by the Calculation Agent are
quoting as described in (c), the Prime Rate for the new Interest Rate Reset
Period will be the Prime Rate in effect for the prior Interest Rate Period.
If the Initial Interest Rate has been in effect for the prior Interest Rate
Reset Period, however, it will remain in effect for the new Interest Rate
Reset Period.
The Interest Rate Basis determined in accordance with the foregoing
provisions will be adjusted by the addition or subtraction of the Spread, if
any, or by multiplying such Interest Rate Basis by the Spread Multiplier, if
any.
"Prime Interest Determination Date" means, in relation to a particular
Interest Reset Date, the first Business Day immediately preceding such Interest
Reset Date.
"Reuters Screen US PRIME 1 Page" means the display on the "US PRIME 1" page
on the Reuters Monitor Money Rates Service, or any successor service, or any
replacement page or pages on that service, for the purpose of displaying prime
rates or base lending rates of major U.S. banks.
DETERMINATION OF CD RATE. If the Interest Rate Basis is the CD Rate, the
Interest Rate Basis that takes effect on any Interest Reset Date shall equal the
rate, on the CD Interest Determination Date (as defined below), for negotiable
U.S. dollar certificates of deposit having the Specified Index Maturity as
published in H.15(519) under the heading "CDs (Secondary Market)". If the CD
Rate cannot be determined in this manner, the following procedures will apply in
determining the CD Rate:
(a) If the rate described above does not appear published in H.15(519) by
3:00 P.M., New York City time, on the Calculation Date corresponding to such
CD Interest Determination Date, then the CD Rate will be the rate, for such
CD Interest Determination Date, as published in H.15 Daily Update, or another
recognized electronic source used for displaying that rate, under the heading
"CDs (Secondary Market)".
(b) If the rate described in (a) does not appear in H.15 (519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City
time, on such Calculation Date (unless the calculation is made earlier and
the rate is available from one of those sources at that time), the CD Rate
will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such CD Interest Determination Date, by three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in
New York City, as selected by the Calculation Agent for negotiable U.S.
dollar certificates of deposit of major U.S. money center banks with a
remaining maturity closest to the Index Maturity, and in a Representative
Amount.
(c) If fewer than three dealers selected by the Calculation Agent are
quoting as described in (b) , the CD Rate in effect for the new Interest Rate
Reset Period will be the CD Rate in effect for the prior Interest Rate Reset
Period. If the Initial Interest Rate has been in effect for the prior
Interest Rate Reset Period, however, it will remain in effect for the new
Interest Rate Reset Period.
The Interest Rate Basis determined in accordance with the foregoing
provisions will be adjusted by the addition or subtraction of the Spread, if
any, or by multiplying such Interest Rate Basis by the Spread Multiplier, if
any.
"CD Interest Determination Date" means, in relation to a particular Interest
Reset Date, the second Business Day immediately preceding such Interest Reset
Date.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis is the
Federal Funds Rate, the Interest Rate Basis that takes effect on any Interest
Reset Date shall equal the rate, on the Federal Funds Interest Determination
Date (as defined below), for U.S. dollar federal funds, as published in
H.15(519) under the heading "Federal Funds (Effective)", as that rate is
displayed on Telerate Page 120. If the Federal Funds Rate cannot be determined
in this manner, the following procedures will apply in determining the Federal
Funds Rate:
(a) If the rate described above is not displayed on Telerate Page 120 at
3:00 P.M., New York City time, on the Calculation Date corresponding to such
Federal Funds Interest Determination Date (unless the calculation is made
earlier and the rate is available from that source at that time), then the
Federal Funds Rate will be the rate, for such Federal Funds Interest
Determination Date, described above as published in H.15 Daily Update, or
another recognized electronic source used for displaying that rate, under the
heading "Federal Funds (Effective)".
(b) If the rate described in (a) is not displayed on Telerate Page 120 and
does not appear in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 P.M., New York City time, on such Calculation Date
(unless the calculation is made earlier and the rate is available from one of
those sources at that time), the Federal Funds Rate will be the arithmetic
mean of the rates for the last transaction in overnight, U.S. dollar federal
funds arranged, before 9:00 A.M., New York City time, on such Federal Funds
Interest Determination Date, by three leading brokers of U.S. dollar federal
funds transactions in New York City selected by the Calculation Agent.
(c) If fewer than three brokers selected by the Calculation Agent are
quoting as described in (b), the Federal Funds Rate in effect for the new
Interest Rate Reset Period will be the Federal Funds Rate in effect for the
prior Interest Rate Reset Period. If the Initial Interest Rate has been in
effect for the prior Interest Rate Reset Period, however, it will remain in
effect for the new Interest Rate Reset Period.
The Interest Rate Basis determined in accordance with the foregoing
provisions will be adjusted by the addition or subtraction of the Spread, if
any, or by multiplying such Interest Rate Basis by the Spread Multiplier, if
any.
"Federal Funds Interest Determination Date" means, in relation to a
particular Interest Reset Date, the first Business Day immediately preceding
such Interest Reset Date.
Any reference to a Telerate Page, H.15(519),H.15 Daily Update, Reuters Screen
US Prime 1 Page or heading shall include any successor page or heading as
determined by the Calculation Agent.
The "Calculation Date" pertaining to any Treasury Interest Determination
Date, CMT Interest Determination Date, Commercial Paper Interest Determination
Date, Prime Rate Interest Determination Date, CD Interest Determination Date or
Federal Funds Interest Determination Date, as the case may be, shall be the
earlier of (i) the tenth calendar day after such Interest Determination Date or,
if any such day is not a Business Day, the next succeeding Business Day; and,
(ii) the Business Day immediately preceding the Interest Payment Date or the
Maturity, whichever is the day on which the payment of interest will be due. If
LIBOR or EURIBOR is the specified Interest Rate Basis on the face hereof, LIBOR
and EURIBOR will be calculated on the relevant LIBOR Interest Determination Date
or EURIBOR Interest Determination Date.
The Calculation Agent's determination of the interest rate on this Note will
be final and binding in the absence of manifest error. In calculating an
Interest Rate Basis, the Calculation Agent may obtain quotations from banks and
dealers that are affiliates of the Calculation Agent and/or the Company.
All percentages resulting from any calculation with respect to this Note will
be rounded upwards, or downwards, as appropriate, to the next higher or lower
one hundred-thousandth of a percentage point, and all amounts used in or
resulting from such calculations will be rounded to the nearest cent in the case
of U.S. dollars, or to the nearest corresponding hundreth of a unit, in the case
of a currency other than U.S. dollars (with one-half cent or one-half of a
corresponding unit or more being rounded upwards).
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, shown on the face hereof, and, in any event, the interest rate hereon
shall not be higher than the maximum rate permitted by New York law as the same
may be modified by United States law of general application.
Accrued Interest hereon from the Original Issue Date or from the last date to
which interest hereon has been paid, as the case may be, shall be an amount
calculated by multiplying the face amount hereof by an accrued interest factor.
Such accrued interest factor shall be computed by adding the interest factors
calculated for each day from the Original Issue Date or from the last date to
which interest shall have been paid or duly provided for, as the case may be, to
but excluding 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 (expressed as a decimal) applicable to such day by
360, in the case of Notes with a LIBOR, EURIBOR, Commercial Paper, Prime Rate,
CD Rate or Federal Funds Interest Rate Basis, or by the actual number of days in
the year, in the case of Notes with a Treasury Rate or CMT Interest Rate Basis.
7
Unless a Redemption Commencement Date is specified on the face hereof, this
Note shall not be redeemable at the option of the Company before the Maturity
Date. If a Redemption Commencement Date is so specified, and unless otherwise
specified on the face hereof, this Note is subject to redemption upon not less
than 30 days' nor more than 60 days' notice at any time and from time to time on
or after the Redemption Commencement Date, in each case as a whole or in part,
at the election of the Company and at the applicable Redemption Price specified
on the face hereof (expressed as a percentage of the principal amount of this
Note to be redeemed), together with accrued interest to the Redemption Date, but
interest installments due on or prior to such Redemption Date will be payable to
the Holder of this Note, or one or more Predecessor Notes, of record at the
close of business on the relevant record date, all as provided in the Indenture.
If an Event of Default with respect to Notes 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.
As set forth in, and subject to, the provisions of the Indenture, no Holder
of this Note will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default, the
Holders of not less than 25% in principal amount of the Outstanding Notes shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Notes a
direction inconsistent with such request and shall have failed to institute such
proceeding within 60 days; provided, however, that such limitations do not apply
to a suit instituted by the Holder hereof for the enforcement of payment of the
principal of (and premium, if any) or any interest of this Note on or after the
respective due date expressed herein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of Securities of each series at the time Outstanding, on behalf of the Holders
of Securities of such series, to waive compliance by the Company 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 herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest
(if any) on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Security Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if any) and
interest (if any) on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or 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 in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000 in excess 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 a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
8
_________________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, 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 Under Uniform
of survivorship and not as Gifts to Minors
tenants in common Act ____________
(State)
Additional abbreviations may also be used though not in the above list.
_________________________________
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
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ____________________________________________________________ attorney
to transfer said Note on the books of the Company, 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 instrument in
every particular, without alteration or
enlargement or any change whatever.
