EXHIBIT 4.3
Registered $
No. FLR- CUSIP
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.
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CSX CORPORATION
Medium-Term Note, Series C
(Floating Rate)
PERMANENT GLOBAL SECURITY
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ISSUE DATE: PRINCIPAL AMOUNT:
INITIAL INTEREST RATE: MATURITY DATE:
INDEX MATURITY: SPREAD (plus or minus):
INTEREST RATE BASIS: INTEREST PAYMENT PERIOD:
____ Commercial Paper Rate
____ LIBOR SPREAD MULTIPLIER:
____ Treasury Rate
____ CD Rate INTEREST RATE RESET PERIOD:
____ Federal Funds Effective Rate
____ Prime Rate INTEREST DETERMINATION DATE(S):
____ CMT Rate
CALCULATION DATES:
MAXIMUM INTEREST RATE:
CALCULATION AGENT:
MINIMUM INTEREST RATE:
INVERSE FLOATING RATE SECURITY:
INTEREST RESET DATE(S):
FIXED INTEREST RATE: __________%
INTEREST PAYMENT DATES:
DESIGNATED LIBOR PAGE:
REGULAR RECORD DATES:
INDEX CURRENCY:
REDEEMABLE AT OPTION OF:
DESIGNATED CMT TELERATE PAGE:
REDEMPTION DATE(S):
DESIGNATED CMT MATURITY INDEX:
REDEMPTION PRICE(S):
OTHER TERMS:
THIS SECURITY IS A PERMANENT GLOBAL SECURITY, WITHOUT COUPONS,
EXCHANGEABLE FOR ONE OR MORE DEFINITIVE REGISTERED SECURITIES OF THIS SERIES,
WITHOUT COUPONS, AT THE PRINCIPAL OFFICE OF THE SECURITY REGISTRAR IN NEW YORK
ONLY UNDER THE CIRCUMSTANCES DESCRIBED HEREIN. THE RIGHTS ATTACHING TO THIS
PERMANENT GLOBAL SECURITY AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
EXCHANGE FOR DEFINITIVE REGISTERED SECURITIES OF THIS SERIES ARE AS SPECIFIED
HEREIN AND IN THE INDENTURE. TRANSFERS OF THIS SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE. IN ADDITION, THE DEPOSITARY MAY NOT SELL,
ASSIGN, TRANSFER OR OTHERWISE CONVEY ANY BENEFICIAL INTEREST IN THIS PERMANENT
GLOBAL SECURITY UNLESS SUCH BENEFICIAL INTEREST IS IN AN AMOUNT EQUAL TO AN
AUTHORIZED DENOMINATION FOR SECURITIES OF SUCH SERIES, AND THE DEPOSITARY, BY
ACCEPTING THIS PERMANENT GLOBAL SECURITY, AGREES TO BE BOUND BY THE PROVISIONS
HEREOF.
NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS PERMANENT GLOBAL
SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT
TO THE PROVISIONS HEREOF.
This permanent global Security is one of a duly authorized issue of
securities (herein called the "Securities") of CSX Corporation, a Virginia
corporation (hereinafter called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), unlimited in aggregate
principal amount, issued and to be issued in one or more series under an
Indenture, dated as of August 1, 1990, between the Company and The Chase
Manhattan Bank, Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture (as hereinafter defined)), as supplemented
by a First Supplemental Indenture dated as of June 15, 1991, a Second
Supplemental Indenture dated as of May 6, 1997 and a Third Supplemental
Indenture dated as of April 22, 1998, to which indenture and all indentures
supplemental hereto (the indenture as supplemented being herein called the
"Indenture") reference is hereby made for a statement of the respective rights
thereunder of the Company, 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 permanent global Security is one of the series of Securities
designated on the first page hereof, of an aggregate initial principal amount
equal to the Principal Amount shown above (the "Principal Amount"), with the
Interest Payment Dates, Issue Date, and Maturity Date specified herein and
bearing interest on said Principal Amount at the interest rate specified herein.
The Securities of this series may be issued from time to time with varying
maturities, interest rates and other terms.
The Company, for value received, hereby promises to pay to Cede & Co.,
as nominee for the Depositary, or registered assigns, the Principal Amount
hereof on the Maturity Date shown above, and to pay interest thereon, from the
Issue Date shown above or from the
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most recent Interest Payment Date to which interest has been paid or duly
provided for, provided, however that interest on a Security with daily or weekly
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Interest Reset Dates, shall be paid from the day following the most recent
Regular Record Date, at a rate per annum equal to the Initial Interest Rate
shown above until the first Interest Reset Date shown above following the Issue
Date shown above and thereafter in accordance with the provisions below under
the headings "Determination of Commercial Paper Rate", "Determination of LIBOR",
"Determination of Treasury Rate", "Determination of CD Rate", "Determination of
Federal Funds Effective Rate", "Determination of Prime Rate", or "Determination
of CMT Rate", depending upon whether the Interest Rate Basis is the Commercial
Paper Rate, LIBOR, Treasury Rate, CD Rate, Federal Funds Effective Rate, Prime
Rate or CMT Rate as indicated above, until the principal hereof is paid or duly
made available for payment. Interest shall be payable on each Interest Payment
Date and at Maturity, commencing with the first Interest Payment Date after the
Issue Date shown above, unless the Issue Date is between a Regular Record Date
and an Interest Payment Date, in which case, the first payment of interest
hereon shall be made on the second Interest Payment Date following such Regular
Record Date. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date shall, as provided in such Indenture, be paid to
the Person in whose name this permanent global Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the date 15 calendar days prior to
each Interest Payment Date, whether or not a Market Day (as defined below). Any
such interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and may be paid to the
Person in whose name this permanent global Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date to
be fixed by the Trustee for the payment of such Defaulted Interest, notice
whereof shall be given to the Holder of this permanent global Security 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 the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in such
Indenture. Notwithstanding the foregoing, interest payable on this Security at
Maturity shall be payable to the person to whom principal shall be payable.
The rate of interest on this Security shall be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each, an "Interest Reset Date"),
as specified on the first page hereof. Unless otherwise specified on the first
page hereof, the Interest Reset Date shall be as follows: if this Security
resets daily, each Market Day; if this Security (other than Treasury Rate
Securities) resets weekly, the Wednesday of each week; in the case of Treasury
Rate Securities which reset weekly, the Tuesday of each week; if this Security
resets monthly, the third Wednesday of each month; if this Security resets
quarterly, the third Wednesday of March, June, September and December; if this
Security resets semi-annually, the third Wednesday of two months of each year
which are six months apart, as specified on the first page hereof; and if this
Security resets annually, the third Wednesday of one month of each year, as
specified on the first page hereof; provided, however, that the interest rate in
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effect from the Issue Date of this Security (or any predecessor Security) to the
first Interest Reset Date shall be the Initial Interest Rate. If any
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Interest Reset Date for this Security would otherwise be a day that is not a
Market Day, the Interest Reset Date for such Security shall be the next
succeeding Market Day, except that in the case of a LIBOR Note, if such Market
Day is in the next succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Market Day. "Initial Interest Rate" means the rate at
which this Security shall bear interest from its Issue Date to the first
Interest Reset Date, as indicated on the first page hereof.
If this Security is designated on the first page hereof as an "Inverse
Floating Rate Security", then, unless otherwise described herein, this Security
shall bear interest at a floating interest rate equal to the Fixed Interest Rate
indicated on the first page hereof minus the rate determined by reference to the
applicable Interest Rate Basis specified on the first page hereof (a) plus or
minus the applicable Spread, if any, and/or (b) multiplied by the applicable
Spread Multiplier, if any; provided, however, that, unless otherwise specified
on the first page hereof, the interest rate hereon shall not be less than zero.
Determination of Commercial Paper Rate
--------------------------------------
If the Interest Rate Basis specified on the first page hereof is the
Commercial Paper Rate, the interest rate with respect to this Security for any
Interest Reset Date shall be the Commercial Paper Rate plus or minus the Spread,
if any, or multiplied by the Spread Multiplier, if any, as specified on the
first page hereof, as determined on the applicable Interest Determination Date.
"Commercial Paper Rate" means, with respect to any Commercial Paper
Interest Determination Date, the Money Market Yield (calculated as described
below) of the rate quoted on a discount basis on such date for commercial paper
having the Index Maturity specified on the first page hereof as published in
H.15(519) under the heading "Commercial Paper-Nonfinancial." If such rate is not
published prior to 9:00 A.M., New York City time, on the related Calculation
Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate
on such Commercial Paper Interest Determination Date for commercial paper having
the Index Maturity specified on the first page hereof as published in H.15 Daily
Update under the heading "Commercial Paper--Nonfinancial." If such rate is not
published in H.15(519) or in H.15 Daily Update by 3:00 P.M., New York City time,
on the related Calculation Date, the Commercial Paper Rate for that Commercial
Paper Interest Determination Date shall be calculated by the Calculation Agent
and shall be the Money Market Yield of the arithmetic mean of the offered rates,
as of 11:00 A.M., New York City time, on that Commercial Paper Interest
Determination Date, of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent (after consultation with the Company)
for commercial paper having the Index Maturity specified on the first page
hereof placed for a nonfinancial entity whose senior unsecured bond rating is
"AA", or the equivalent, from a nationally recognized rating agency; provided,
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however, that if the dealers so selected by the Calculation Agent are not
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quoting as mentioned in this sentence, the Commercial Paper Rate shall be the
Commercial Paper Rate in effect on such Commercial Paper Interest Determination
Date.
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"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
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360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
"H.15 Daily Update" means the daily update of H.15(519), available
through the world wide website of the Board of Governors of the Federal Reserve
System at xxxx://xxx.xxx.xxx.xxx.xx/xxxxxxxx/x00/xxxxxx, or any successor site
or publication.
Determination of LIBOR
----------------------
If the Interest Rate Basis specified on the first page hereof is LIBOR,
the interest rate with respect to this Security for any Interest Reset Date
shall be LIBOR plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified on the first page hereof, as determined on the
applicable Interest Determination Date.
LIBOR means the rate determined by the Calculation Agent in accordance
with the following provisions:
(i) With respect to any LIBOR Interest Determination Date, LIBOR shall
be either: (a) if "LIBOR Reuters" is specified on the first page hereof, the
arithmetic mean of the offered rates (unless the Designated LIBOR Page by
its terms provides only for a single rate, in which case such single rate
shall be used) for deposits in the Index Currency having the Index Maturity
specified in such Pricing Supplement, commencing on the applicable Interest
Reset Date, that appear (or, if only a single rate is required as aforesaid,
appears) on the Designated LIBOR Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date, or (b) if "LIBOR Telerate" is specified
in the applicable Pricing Supplement or if neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified on the first page hereof as the method for
calculating LIBOR, the rate for deposits in the Index Currency having the
Index Maturity specified on the first page hereof, commencing on such
Interest Reset Date, that appears on the Designated LIBOR Page as of 11:00
A.M., London time, on such LIBOR Interest Determination Date. If fewer than
two such offered rates appear, or if no such rate appears, as applicable,
LIBOR 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
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Page as specified in clause (i) above, the Calculation Agent shall request
the principal London offices of each of four major reference banks in the
London interbank market, as selected by the Calculation Agent (after
consultation with the Company), to provide the Calculation Agent with its
offered quotation for deposits in the Index Currency for the period of the
Index Maturity specified on the first page hereof, commencing on the
applicable Interest Reset Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for a
single transaction in such Index Currency in such market at such time. If at
least two quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date shall be the arithmetic mean of such quotations. If fewer
than two such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date shall be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center, on
such LIBOR Interest Determination Date by three major banks in such
Principal Financial Center selected by the Calculation Agent (after
consultation with the Company) for loans in the Index Currency to leading
European banks, having the Index Maturity specified in the applicable
Pricing Supplement 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
first page hereof as to which LIBOR shall be calculated. If no such currency or
composite currency is specified in the applicable Pricing Supplement, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
first page hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the first page hereof (or any other
page as may replace such page or such service (or any successor service)) for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is specified on the first
page hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the
first page hereof as the method for calculating LIBOR, the display on Bridge
Telerate, Inc. (or any successor service) on the page specified in such Pricing
Supplement (or any other page as may replace such page or such service (or any
successor service)) for the purpose of displaying the London interbank rates of
major banks for the applicable Index Currency.
Determination of Treasury Rate
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If the Interest Rate Basis specified on the first page hereof is the
Treasury Rate, the interest rate with respect to this Security for any Interest
Reset Date shall be the Treasury Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified on the first page
hereof, as determined on the applicable Interest Determination Date.
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"Treasury Rate" means, with respect to any Treasury Interest
Determination Date, the rate for the most recent auction of direct obligations
of the United States ("Treasury bills") having the Index Maturity specified on
the first page hereof as that rate appears under the caption "INVESTMENT RATE"
on the display on Bridge Telerate, Inc., or any successor service, on page 56 or
any other page as may replace page 56 on that service ("Telerate Page 56") or
page 57 or any other page as may replace page 57 on that service ("Telerate Page
57"). If such rate is not published by 3:00 P.M., New York City time, on the
related Calculation Date, the Treasury Rate shall be 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. If the rate
described in the preceding sentence is not announced by the United States
Department of the Treasury, or if such auction is not held, the Treasury Rate
shall be the rate (expressed as a bond equivalent, on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) on the applicable
Treasury Interest Determination Date of Treasury Bills having the Index Maturity
specified on the face hereof published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market." If the rate described in
the preceding sentence is not so published by 3:00 P.M., New York City time, on
the related Calculation Date, the Treasury Rate shall be the rate on the
applicable Treasury Interest Determination Date of the applicable Treasury Bills
as published in H.15 Daily Update, or other recognized electronic source used
for the purpose of displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market." If the rate described in
the preceding sentence is not so published by 3:00 P.M., New York City time, on
the related Calculation Date, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates as of approximately 3:30 P.M., New York City time, on such Treasury
Interest Determination Date, of three leading primary United States government
securities dealers (each a "Reference Dealer") selected by the Calculation Agent
(after consultation with the Company), for the issue of Treasury bills with a
remaining maturity closest to the specified Index Maturity; provided, however
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that if the Reference Dealers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate shall be the Treasury
Rate in effect on such Treasury Interest Determination Date.
Determination of CD Rate
------------------------
If the Interest Rate Basis specified on the first page hereof is the CD
Rate, the interest rate with respect to this Security shall be the CD Rate plus
or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified on the first page hereof, as determined on the applicable Interest
Determination Date.
"CD Rate" means, with respect to any CD Interest Determination Date,
the rate on such date for negotiable U.S. dollar certificates of deposit having
the Index Maturity specified on the first page hereof as published in H.15(519)
under the heading "CDs (Secondary Market)." If such rate is not so published by
9:00 A.M., New York City time, on the related Calculation Date,
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then the CD Rate shall be the rate on such CD Interest Determination Date for
negotiable U.S. dollar certificates of deposit having the Index Maturity
specified on the first page hereof as published in H.15 Daily Update under the
heading "CDs (Secondary Market)." If such rate is not published in H.15(519) or
in H.15 Daily Update by 3:00 P.M., New York City time, on the related
Calculation Date, then the CD Rate for such CD Interest Determination Date shall
be calculated by the Calculation Agent and shall be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such CD
Interest Determination Date, of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent (after consultation with the Company) for negotiable U.S.
dollar certificates of deposit of major United States money center banks of the
highest credit standing (in the market for negotiable U.S. dollar certificates
of deposit) with a remaining maturity closest to the Index Maturity specified on
the first page hereof in an amount that is representative for a single
transaction in that market at that time; provided, however, that if the dealers
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so selected by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate shall be the CD Rate in effect on such CD Interest
Determination Date.
Determination of Federal Funds Effective Rate
---------------------------------------------
If the Interest Rate Basis specified on the first page hereof is the
Federal Funds Effective Rate, the interest rate with respect to this Security
for any Interest Reset Date shall be the Federal Funds Effective Rate plus or
minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as
specified on the first page hereof, as determined on the applicable Interest
Determination Date.
"Federal Funds Effective Rate" means, with respect to any Federal Funds
Interest Determination Date, the rate on that date for Federal Funds having the
Index Maturity specified on the first page hereof as published in H.15(519)
under the heading "Federal Funds (Effective)" as displayed on Bridge Telerate,
Inc. (or any successor service) on page 120 or any other page as may replace the
applicable page on that service ("Telerate Page 120"). If such rate is not
displayed on Telerate Page 120 or is not published by 9:00 A.M., New York City
time, on the related Calculation Date, then the Federal Funds Effective Rate
shall be the rate on such Federal Funds Interest Determination Date as published
in H.15 Daily Update under the heading "Federal Funds/(Effective)." If such
rate is not published in H.15(519) or in H.15 Daily Update by 3:00 P.M., New
York City time, on the related Calculation Date, then the Federal Funds
Effective Rate for such Federal Funds Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
rates as of 9:00 A.M., New York City time, on such Federal Funds Interest
Determination Date for the last transaction in overnight Federal Funds arranged
by three leading brokers of Federal Funds transactions in The City of New York
selected by the Calculation Agent (after consultation with the Company);
provided, however, that if the brokers so selected by the Calculation Agent are
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not quoting as mentioned in this sentence, the Federal Funds Effective Rate
shall be the Federal Funds Effective Rate in effect on such Federal Funds
Interest Determination Date.
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Determination of Prime Rate
---------------------------
If the Interest Rate Basis specified on the first page hereof is the
Prime Rate, the interest rate with respect to this Security for any Interest
Reset Date shall be the Prime Rate plus or minus the Spread, if any, or
multiplied by the Spread Multiplier, if any, as specified on the first page
hereof, as determined on the applicable Interest Determination Date.
"Prime Rate" means, with respect to any Prime Interest Determination
Date, the rate set forth on such date in H.15(519) under the heading "Bank Prime
Loan." If such rate is not published prior to 9:00 A.M., New York City time, on
the related Calculation Date, then the Prime Rate shall be the rate on such
Prime Rate Interest Determination Date as published in H.15 Daily Update
opposite the caption "Bank Prime Loan." If such rate is not published prior to
3:00 P.M., New York City time, on the related Calculation Date, in either
H.15(519) or H.15 Daily Update, then the Prime Rate shall be determined by the
Calculation Agent and shall be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen US PRIME 1
Page (as defined below) as such bank's prime rate or base lending rate as in
effect for that Prime Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen US PRIME 1 Page for such Prime Interest
Determination Date, then the Prime Rate shall be determined by the Calculation
Agent and 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 Interest Determination Date by at least three major
money center banks in The City of New York selected by the Calculation Agent
(after consultation with the Company); provided, however, that if the banks so
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selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Prime Rate shall be the Prime Rate in effect on such Prime Interest
Determination Date.
"Reuters Screen US PRIME 1 Page" means the display designated as page
"US PRIME 1" on the Reuter Monitor Money Rates Service (or any successor
service) or such other page as may replace the US PRIME 1 Page on that service
for the purpose of displaying prime rates or base lending rates of major United
States banks.
Determination of CMT Rate
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If the Interest Rate Basis specified on the first page hereof is the
CMT Rate, the interest rate with respect to this Security for any Interest Reset
Date shall be the CMT Rate plus or minus the Spread, if any, or multiplied by
the Spread Multiplier, if any, as specified on the first page hereof, as
determined on the applicable Interest Determination Date.
Unless otherwise specified on the first page hereof, "CMT Rate" means,
with respect to any CMT Rate Interest Determination Date, the rate displayed on
the Designated CMT Telerate Page under the caption " . . . Treasury Constant
Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately
3:45 P.M.," under the column for the Designated CMT Maturity Index for (i) if
the Designated CMT Telerate Page is 7051, the rate on such CMT
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Rate Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week or the month, as applicable, ended immediately preceding the week
in which the related CMT Rate Interest Determination Date occurs. If such rate
is no longer displayed on the relevant page, or is not displayed by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT Rate for such
CMT Rate Interest Determination Date shall be such treasury constant maturity
rate for the Designated CMT Maturity Index as published in the relevant
H.15(519). If such rate is no longer published, or is not published by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT Rate on
such CMT Rate Interest Determination Date shall be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related Calculation Date, then
the CMT Rate on the CMT Rate Interest Determination Date shall be calculated by
the Calculation Agent and shall 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 Reference Dealers 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 cannot obtain three such Treasury notes
quotations, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be a yield to maturity based on
the arithmetic mean of the secondary market 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 maturity closest to
the Index Maturity specified on the first page hereof and in an amount that is
representative for a single transaction in that market at that time. If three or
four (and not five) of such Reference Dealers are quoting as described above,
then the CMT Rate shall be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes shall be
eliminated; provided, however, that if fewer than three Reference Dealers so
selected by the Calculation Agent are quoting as described herein, the CMT Rate
determined as of such CMT Rate Interest Determination Date shall be the CMT Rate
in effect on such CMT Rate Interest Determination Date. If two Treasury notes
with an original maturity as described in the second preceding sentence have
remaining terms to maturity equally close to the Designated CMT
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Maturity Index, the Calculation Agent shall obtain quotations for the Treasury
notes with the shorter remaining term to maturity and shall use such quotations
to calculate the CMT Rate as set forth above.
"Designated CMT Telerate Page" means the display on Bridge Telerate,
Inc. (or any successor service) on the page specified on the first page 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)) for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519). If no such page is specified on the first page hereof,
the Designated CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either one, two, three, five, seven, 10, 20 or
30 years) specified on the first page hereof with respect to which the CMT Rate
shall be calculated. If no such maturity is specified on the first page hereof,
the Designated CMT Maturity Index shall be two years.
Unless otherwise specified on the first page hereof under "Other
Terms", all percentages resulting from any calculation on this Security shall be
rounded, if necessary, to the nearest one- hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
- -
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation on this Security shall be rounded to
the nearest cent (with one-half cent being rounded upwards).
The Interest Determination Date pertaining to an Interest Reset Date
for (a) a Commercial Paper Rate Security (the "Commercial Paper Interest
Determination Date"), (b) a CD Rate Security (the "CD Interest Determination
Date"), (c) a Federal Funds Rate Security (the "Federal Funds Interest
Determination Date"), (d) a Prime Rate Security (the "Prime Interest
Determination Date") or (e) a CMT Rate Security (the "CMT Rate Interest
Determination Date") shall be the second Market Day preceding the Interest Reset
Date with respect to such Security. The Interest Determination Date pertaining
to an Interest Reset Date for a LIBOR Security (the "LIBOR Interest
Determination Date") shall be the second London Market Day (as defined below)
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date for a Treasury Rate Note (the "Treasury Interest
Determination Date") shall be the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned. Treasury bills
are usually sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as the result
of a legal holiday, an auction is so held on the preceding Friday, such Friday
shall be the Treasury Interest Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week. If an auction date shall fall
on any Interest Reset Date for a Treasury Rate Note, then such Interest Reset
Date shall instead be the first Market Day immediately following such auction
date.
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"Calculation Date", where applicable, means the date by which the
Calculation Agent is to calculate the interest rate for this Security which
shall be the earlier of (i) the tenth calendar day after the related Interest
Determination Date, or if any such day is not a Market Day, the next succeeding
Market Day and (ii) the Market Day preceding the applicable Interest Payment
Date or Maturity, as the case may be.
Upon the request of the Holder hereof, the Calculation Agent shall
provide the interest rate then in effect, and, if then determined, the interest
rate which shall become effective as a result of a determination made for the
next succeeding Interest Reset Date with respect to this Security. The
"Calculation Agent" means the agent appointed by the Company to calculate
interest rates under the circumstances specified above. Unless otherwise
provided on the first page hereof, the Calculation Agent shall be The Chase
Manhattan Bank.
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 first page hereof. In addition, the
interest rate hereon shall in no event be higher than the maximum rate permitted
by New York law, as the same may be modified by United States law of general
application.
Unless otherwise indicated on the first page hereof and except as
provided below, the Interest Payment Dates for this Security shall be, if the
rate of interest on this Security resets daily, weekly or resets monthly, the
third Wednesday of each month or the third Wednesday of March, June, September
and December of each year (as indicated on the first page hereof); if the rate
of interest on this Security resets quarterly, the third Wednesday of March,
June, September and December of each year; if the rate of interest on this
Security resets semi-annually, the third Wednesday of the two months of each
year that are six months apart specified on the first page hereof; and if the
rate of interest on this Security resets annually, the third Wednesday of the
month specified on the first page hereof, and in each case, at Maturity. If an
Interest Payment Date specified on the first page hereof would otherwise be a
day that is not a Market Day, such Interest Payment Date shall be the next
succeeding Market Day, except that in the case of a LIBOR Security, if such day
is in the next succeeding calendar month, such Interest Payment Date shall be
the immediately preceding Market Day. "Market Day" means (a) with respect to
any Security, any day that is not a Saturday or Sunday and that, in The City of
New York, is not a day on which banking institutions generally are authorized or
obligated by law or executive order to close, (b) with respect to LIBOR
Securities only, any such day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market (a "London Market Day"), and (c) with
respect to Foreign Currency Securities only, any day that is not a Saturday or
Sunday and that, in the Principal Financial Center (as defined below) of the
country of the Specified Currency or, with respect to Foreign Currency
Securities denominated in European Currency Units, Brussels, is not a day on
which banking institutions generally are authorized or obligated by law to
close. "Principal Financial Center" means (i) the capital city of the country
issuing the Specified Currency (except as described above with respect to
European Currency Units) or (ii) the capital city of the country to which the
Designated LIBOR Currency relates (or, in the case of
-12-
European Currency Units, Luxemburg), as applicable, except, in the case of (i)
or (ii) above, that with respect to U.S. dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Italian lire and Swiss francs, the
"Principal Financial Center" shall be The City of New York, Sydney, Toronto,
Frankfurt, Amsterdam, Milan (solely in the case of the Specified Currency) and
Zurich, respectively. If the Maturity of this Security falls on a day that is
not a Market Day, the required payment of principal, premium, if any, and
interest shall be made on the next succeeding Market Day with the same force and
effect as if made on the date such payment was due, and no interest shall accrue
on such payment for the period from and after the Maturity to the date of such
payment on the next succeeding Market Day.
Unless otherwise specified on the first page hereof under "Other
Terms", interest payments hereon shall be the amount of interest accrued from
and including each Interest Payment Date (or from and including the Issue Date
in which case no interest has been paid) to, but excluding, the next succeeding
Interest Payment Date or Maturity, as the case may be; provided, however, that
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if the Interest Reset Dates with respect to any Security are daily or weekly,
interest payable on any Interest Payment Date, other than interest payable (with
respect to such principal) on any date on which principal on any such Note is
payable, shall include interest accrued to and including the next preceding
Regular Record Date.
Accrued interest hereon from the Issue Date shown above or from the
last date to which interest has been paid or duly provided for is calculated by
multiplying the first page amount hereof by an accrued interest factor. Such
accrued interest factor is computed by adding the interest factor calculated for
each day from the Issue Date or from the last date to which interest has been
paid or duly provided for, as the case may be, to the date for which accrued
interest is being calculated. The interest factor for each such day is computed
by dividing the interest rate applicable to such date by 360, in the case of
Commercial Paper Rate Securities, LIBOR Securities, CD Rate Securities, Federal
Funds Rate Securities and Prime Rate Securities, or by the actual number of days
in the year, in the case of Treasury Rate Securities and CMT Rate Securities.
This permanent global Security is exchangeable for definitive
Registered Securities of this series of like tenor and of an equal aggregate
principal amount only if (x) the Depositary with respect to the Securities of
this series (the "Depositary") notifies the Company that it is unwilling or
unable to continue as Depositary for this permanent global Security or if at any
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and a successor depositary is not
appointed by the Company within 90 days (y) the Company in its sole discretion
determines that this permanent global Security shall be exchangeable for
definitive Registered Securities and executes and delivers to the Trustee a
Company Order providing that this permanent global Security shall be so
exchangeable or (z) there shall have happened and be continuing an Event of
Default or any event which, after notice or lapse of time, or both, would become
an Event of Default with respect to the Securities of the series of which this
permanent global Security is a part. If this permanent global Security is
exchangeable pursuant to the preceding sentence, this Security shall in the case
of clause (x)
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above be exchanged in whole for definitive Registered Securities of this series,
and in the case of clauses (y) and (z) above, be exchangeable for definitive
Registered Securities of this series, provided that the definitive Registered
Securities so issued in exchange for this Security shall be in authorized
denominations and be of like tenor and of an equal aggregate principal amount as
the portion of the Security to be exchanged, and provided further that, in the
case of clauses (y) and (z) above, definitive Registered Securities of this
series shall be issued in exchange for this permanent global Security, or any
portion hereof, only if such definitive Registered Securities were requested by
written notice to the Security Registrar by or on behalf of a Person who is a
beneficial owner of an interest herein given through the Holder hereof. Any
definitive Registered Securities of this series issued in exchange for this
permanent global Security shall be registered in the name or names of such
Person or Persons as the Holder hereof shall instruct the Security Registrar.
Except as provided above, owners of beneficial interests in this permanent
global Security shall not be entitled to receive physical delivery of Securities
in definitive form and shall not be considered the Holders thereof for any
purpose under the Indenture.
Any exchange of this permanent global Security for one or more
definitive Registered Securities of this series shall be made at the New York
office of the Security Registrar. Upon exchange of any portion of this Security
for one or more definitive Registered Securities of this series, the Trustee
shall endorse Exhibit A of this Security to reflect the reduction of its
Principal Amount by an amount equal to the aggregate principal amount of the
definitive Registered Securities of this series so issued in exchange, whereupon
the Principal Amount hereof shall be reduced for all purposes by the amount so
exchanged and noted. Except as otherwise provided herein or in the Indenture,
until exchanged in full for one or more definitive Registered Securities of this
series, this Security shall in all respects be subject to and entitled to the
same benefits and conditions under the Indenture as a duly authenticated and
delivered definitive Registered Security of this series.
Except as provided in the next paragraph, no beneficial owner of any
portion of this permanent global Security shall be entitled to receive payment
of accrued interest hereon until this permanent global Security has been
exchanged for one or more definitive Registered Securities of this series, as
provided herein and in the Indenture.
The principal and any interest in respect of any portion of this
permanent global Security payable in respect of an Interest Payment Date or at
the Stated Maturity thereof, in each case occurring prior to the exchange of
such portion for a definitive Registered Security or Securities of this series,
shall be paid, as provided herein, to the Holder hereof which shall undertake in
such circumstances to credit any such principal and interest received by it in
respect of this permanent global Security to the respective accounts of the
Persons who are the beneficial owners of such interests on such Interest Payment
Date or at Stated Maturity. If a definitive Registered Security or Registered
Securities of this series are issued in exchange for this permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the
-14-
opening of business at such office or agency on the related proposed date for
payment of Defaulted Interest, then interest or Defaulted Interest, as the case
may be, shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered Security, but shall
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, only to the Holder hereof, and the Holder hereof shall undertake in
such circumstances to credit such interest to the account or accounts of the
Persons who were the beneficial owners of any portion of this permanent global
Security on such Regular Record Date or Special Record Date, as the case may be.
Payment of the principal of (and premium, if any) and any such interest
on this permanent global Security shall be made at the office or agency of the
Company maintained for that purpose in New York, 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 payment
-------- -------
of interest may be made at the option of the Company by check mailed to the
addresses of the Persons entitled thereto as such addresses shall appear in the
Security Register or by transfer to an account maintained by the payee with, a
bank in The City of New York (so long as the applicable Paying Agent has
received transfer instructions in writing).
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Security and (b) certain restrictive
covenants and the related defaults and Events of Default, upon compliance with
certain conditions set forth therein, which provisions shall apply to this
Security.
The provisions of Article Fourteen of the Indenture apply to Securities
of this series.
If so provided on the first page of this permanent global Security,
this permanent global Security may be redeemed by the Company on the Redemption
Date(s) and at the applicable Redemption Price(s) so indicated on the first page
hereof. If no date on which this permanent global Security is redeemable is set
forth on the first page hereof, this permanent global Security may not be
redeemed prior to Maturity. On the Redemption Date(s), if any, on which this
permanent global Security may be redeemed, this permanent global Security may be
redeemed in whole or in part in increments of $1,000 (provided that any
remaining principal amount of this permanent global Security shall be at least
$1,000) at the option of the Company at the applicable Redemption Price(s),
together with interest thereon payable to the Redemption Date(s).
Notice of redemption shall be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture.
In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series and of like
tenor for the unredeemed portion of the Principal Amount hereof shall be
delivered to the Depositary upon the cancellation hereof.
-15-
Unless otherwise indicated on the first page hereof, this permanent
global Security shall not have a sinking fund.
If so provided on the first page of this permanent global Security, the
Company may be required to repurchase this permanent global Security at the
option of the Holder, in whole or in part, on the Redemption Date(s) and at the
applicable Redemption Price(s) so indicated on the first page hereof, plus
accrued interest, if any, to the applicable Redemption Date. On or before the
applicable Redemption Date, the Company shall deposit with the Trustee money
sufficient to pay the applicable Redemption Price and any interest accrued on
the portion of this permanent global Security to be tendered for repayment. On
and after such Redemption Date, interest shall cease to accrue on this permanent
global Security or any portion hereof tendered for repayment.
The repayment option may be exercised by the Holder of this permanent
global Security for less than the entire principal amount hereof, but in that
event, the principal amount hereof remaining outstanding after repayment must be
in an authorized denomination. In the event of repurchase of this permanent
global Security in part only, a new Security or Securities of this series and of
like tenor for the unpurchased portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.
In order for this permanent global Security to be repaid, the Paying
Agent must receive at least 30 days but not more than 60 days prior to the
Repayment Date (i) this permanent global Security with the form entitled "Option
of Holder to Elect Purchase" attached to this permanent global Security duly
completed or (ii) facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States setting forth the name of
the Holder of this permanent global Security, the principal amount of this
permanent global Security, the principal amount of this permanent global
Security to be repaid, the certificate number or a description of the tenor and
terms of this permanent global Security, a statement that the option to elect
repayment is being exercised thereby, and a guarantee that this permanent global
Security to be repaid, together with the duly completed form entitled "Option of
Holder to Elect Purchase" attached to this Security, shall be received by the
Paying Agent not later than the fifth Business Day after the date of such
facsimile transmission or letter; however, such facsimile transmission or letter
shall only be effective if this permanent global Security and duly completed
form are received by the Paying Agent by such fifth Business Day. Such notice,
once given, shall be irrevocable unless waived by the Company.
Unless otherwise indicated on the first page hereof, this permanent
global Security shall not be subject to redemption at the option of the Holder.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series
(including this permanent global Security and the interests represented hereby)
may be declared due and payable in the manner and with the effect provided in
the Indenture. Upon payment (i) of the amount of principal so declared due
-16-
and payable and (ii) of interest on any overdue principal and overdue interest
(in each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and any interest on the Securities of this series (including this
permanent global Security and the interests represented hereby) shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the 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 a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby (voting as
one class). The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding on behalf of the Holders of all 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 permanent global Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
permanent global Security and the Persons who are beneficial owners of interests
represented hereby, and of any Security issued in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this
permanent global Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series shall 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 with respect to the Securities of this series, the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Securities of this series 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
aggregate principal amount of the Outstanding Securities of this series 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 on this permanent global
Security on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this permanent
global Security 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 any interest on this permanent global Security at the
times, places 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 Registered Securities of the series of which this
permanent global Security is a part may be registered on the Security Register
of the Company, upon surrender of such Securities for registration of transfer
at the office or agency of the Company in the Borough of Manhattan, The
-17-
City of New York, 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 thereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, shall be
issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange of Securities as provided above, 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 a Registered Security (including this
permanent global Security) for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner thereof for all purposes,
whether or not such Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The Securities of this series of which this permanent global Security
is a part 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, the Securities
of this series are exchangeable for a like aggregate principal amount of
Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
The Securities of this series (including this permanent global
Security) shall be dated the date of their authentication.
All terms used in this permanent global Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or
on behalf of The Chase Manhattan Bank, the Trustee under the Indenture or its
successor thereunder, by the manual signature of one of its authorized officers,
this permanent global Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
-18-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
CSX CORPORATION
[Seal]
By:_______________________________________
Name:
Title:
Attest:_______________________________________
Assistant Corporate Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of a series issued under the Indenture
described herein.
THE CHASE MANHATTAN BANK, as Trustee
Dated:_____________________ By:_______________________________________
Authorized Officer
-19-
ABBREVIATIONS
The following abbreviations, when used in the inscription above in 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 Under Uniform Gifts to Minors Act
right of survivorship and not as _____________________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
-20-
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
________________________________________________________________________________
Insert Taxpayer Identification No.
----------------------------------
________________________________________________________________________________
Please print or typewrite name and address including zip code of assignee
________________________________________________________________________________
the within permanent global Security and all rights thereunder, hereby
irrevocably constituting and appointing ________________________________________
attorney to transfer said permanent global Security 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 elsewhere upon the
within instrument in every particular, without
alteration or enlargement or any change
whatever.
[OPTION OF HOLDER TO ELECT PURCHASE]
If you wish to have all or a portion of this permanent global Security
purchased by the Company pursuant to Article Fifteen of the Indenture, state the
amount (in principal amount):
$________________.
Date: __________________
Your Signature: _______________________________________________________________
(Sign exactly as your name appears elsewhere on this Security)
Signature Guarantee: _________________________________________________________
EXHIBIT A
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Schedule of Exchanges
---------------------
