EXHIBIT 4.1
SECOND SUPPLEMENTAL INDENTURE TO
SENIOR INDENTURE AND SUBORDINATED INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental
Indenture"), dated as of April 21, 2005, is entered into by and between
Occidental Petroleum Corporation, a Delaware corporation (the "Company"), and
The Bank of New York, a New York banking corporation, as trustee (the
"Trustee"), under the Indenture dated as of April 1, 1998 (the "Senior
Indenture") and the Indenture dated as of January 20, 1999 (the "Subordinated
Indenture" and, together with the Senior Indenture, the "Indentures").
Capitalized terms used and not otherwise defined herein shall have the meaning
ascribed to such term in the applicable Indenture.
RECITALS
WHEREAS, pursuant to Section 901 of the Senior Indenture, the Company,
when authorized by the Board of Directors of the Company (the "Board"), and the
Trustee may enter into a supplemental indenture to the Senior Indenture to
provide for the establishment of the form and terms of Securities of any series
as permitted by Sections 201 and 301 of the Senior Indenture;
WHEREAS, pursuant to resolutions adopted by the Board on December 13,
2001, the Company has been authorized to issue up to $1,500,000,000 aggregate
principal amount of Securities, and the Company desires by this Second
Supplemental Indenture to create a series of senior debt securities under the
Senior Indenture to be known as "Medium-Term Senior Notes, Series D" (the
"Senior Notes");
WHEREAS, in accordance with Sections 201 and 301 of the Indentures,
the Company established a series of subordinated debt securities entitled
"Medium-Term Subordinated Notes, Series A" (the "Subordinated Notes"), pursuant
to an Officers' Certificate dated as of June 30, 1999, as amended by the First
Supplemental Indenture to Senior Indenture and Subordinated Indenture dated as
of March 6, 2002 (the "First Supplemental Indenture");
WHEREAS, pursuant to the terms of the Subordinated Indenture, the
Subordinated Indenture includes the terms of the Subordinated Notes (as set
forth in the First Supplemental Indenture);
WHEREAS, the Company desires to amend the Subordinated Indenture
solely with respect to the terms of the Subordinated Notes;
WHEREAS, pursuant to Section 901 of the Indenture, the Company, when
authorized by the Board, and the Trustee may amend or supplement the
Subordinated Indenture without the consent of the Holders of the Outstanding
Securities;
WHEREAS, as of the date hereof, the Company has not issued any of the
Subordinated Notes;
WHEREAS, pursuant to resolutions adopted by the Board on December 13,
2001, the Company is authorized to enter into this Second Supplemental
Indenture; and
WHEREAS, all conditions precedent to amend or supplement the
Indentures have been met.
NOW, THEREFORE, in consideration of the foregoing, the Company and the
Trustee agree as follows:
ARTICLE I
Section 1.01. Nature of Supplemental Indenture. This Second
Supplemental Indenture (1) establishes the form and terms of a new series of
Securities pursuant to Sections 201, 301 and 901 of the Senior Indenture and (2)
amends the Subordinated Indenture solely with respect to the terms of the
Subordinated Notes (as set forth in the First Supplemental Indenture). This
Second Supplemental Indenture shall form a part of, and shall be construed in
connection with and as part of, the applicable Indenture for any and all
purposes. Notwithstanding the foregoing, this Second Supplemental Indenture
shall not modify, amend or otherwise affect the applicable Indentures insofar as
it relates to any other series of Securities or affect in any manner the terms
and conditions of the Securities of any other series, including, without
limitation, the terms of the Medium-Term Senior Notes, Series C, as set forth in
the First Supplemental Indenture.
Section 1.02. Establishment of Senior Notes; Amendment to Subordinated
Notes. With respect to the Senior Indenture, the following shall set forth the
form and terms of the Senior Notes and, with respect to the Subordinated
Indenture, the following shall amend and restate the First Supplemental
Indenture solely with respect to the form and terms of the Medium-Term
Subordinated Notes, Series A:
(i) Title. The title of the series of the senior debt
securities is the "Medium-Term Senior Notes, Series D" (the "Senior
Notes") and the title of the series of the subordinated debt
securities is the "Medium-Term Subordinated Notes, Series A" (the
"Subordinated Notes" and, together with the Senior Notes, the
"Notes").
(ii) Aggregate Principal Amount. Subject to being
increased or decreased, but not below the aggregate principal amount
previously issued, by the Company pursuant to a subsequent
supplemental indenture delivered to the Trustee pursuant to Section
301 of each of the Indentures, the aggregate initial public offering
price of the Notes which may be authenticated and delivered pursuant
to the Indentures (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Notes pursuant to Sections 304, 305, 306, 906 and 1107 of either
Indenture and except for any Notes which, pursuant to Section 303 of
either Indenture, are deemed never to have been authenticated and
delivered under the applicable Indenture) is $1,500,000,000. Such
aggregate initial public offering price of the Notes may be Senior
Notes authenticated and delivered pursuant to the Senior Indenture or
Subordinated Notes issued pursuant to the Subordinated Indenture, or
any combination thereof.
(iii) Persons Designated to Establish Specific Terms.
The principal amount, any interest rate (or manner in which interest
is to be determined), any Interest Payment Dates, any Regular Record
Dates, original issue date, the Stated Maturity, any Redemption Date
or Dates (and if on any such Redemption Date a premium is to be paid
by the Company, the amount of such premium) and any other relevant
terms of any Note (including any terms related to repurchase of the
Notes by the Company at the option of the Holders, if any) will be
determined by any one of the following persons: J. R. Xxxxxx, Xxxxxx
X. Xxxxxxxx, Xxxxxxxx Xxxxx, X. X. Xxxxxx, Xxxxx X. Xxxxxxxx or any
other person later designated pursuant to an
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Officers' Certificate delivered to the Trustee (the "Designated
Persons") and such terms will be set forth in the applicable Note.
(iv) Registered Securities in Definitive or Book-Entry
Form; Global Note; Depositary. Each Note is issuable only as a
Registered Security, without coupons, in definitive form (a
"Definitive Note") or in book-entry form, as determined in each case
by any one of the Designated Persons. Upon issuance, all Notes in
book-entry form having the same original issue date, Stated Maturity
and otherwise having identical terms and provisions will be
represented by a single Definitive Note in global form (each, a
"Global Note"); provided, however, that if by reason of the foregoing
a single Global Note would exceed $500,000,000 in principal amount,
one Global Note will be issued to represent each $500,000,000 of
principal amount and an additional Global Note will be issued to
represent any remaining principal amount. The initial Depositary with
respect to any Global Note will be The Depository Trust Company. So
long as the Depositary for a Global Note, or its nominee, is the
registered owner of a Global Note, the Depositary or its nominee, as
the case may be, will be considered the sole owner or Holder of the
Notes in book-entry form represented by such Global Note or Notes for
all purposes under the applicable Indenture. Notes issued in
book-entry form will not be exchangeable for Definitive Notes except
that, if the Depositary with respect to any Global Note or Notes is at
any time unwilling or unable to continue as Depositary for such series
of Notes and a successor Depositary is not appointed by the Company
within 60 calendar days, the Company will issue Definitive Notes in
certificated form of like tenor and of an equal aggregate principal
amount, in denominations of $1,000 and integral multiples of $1,000,
in exchange for the Notes issued in book-entry form represented by any
such Global Note or Notes. In addition, the Company may at any time
and in its sole discretion determine not to have a series of Notes
represented by a Global Note or Notes, and, in such event, or if an
Event of Default with respect to such series of Notes shall have
occurred and shall be continuing, will issue Definitive Notes in
exchange for the Notes issued in book-entry form represented by such
Global Note or Notes in accordance with the provisions of Section 305
of the applicable Indenture.
(v) Persons to Whom Interest Payable. Unless otherwise
specified in a Note, interest will be payable to the Person in whose
name a Note is registered at the close of business (whether or not a
Business Day) on the Regular Record Date with respect to such Note;
provided, however, that interest payable at Maturity will be payable
to the Person to whom principal is payable.
(vi) Stated Maturity. The Notes are issuable on
different dates and the principal amount of the Notes may be payable
on different dates, as shall be set forth in the applicable Note;
provided, however, that the Stated Maturity with respect to which the
principal of any Note is payable will be no less than nine months from
the date of issue stated on the face thereof.
(vii) Rates of Interest; Interest Payment Dates; Regular
Record Dates; Accrual of Interest.
(a) Rates of Interest. Interest-bearing
Notes will bear interest at a fixed rate (the "Fixed Rate
Notes") or at a variable rate pursuant to the interest rate
formula (the "Floating Rate Notes") specified
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in the applicable Floating Rate Note. In no event will the
rate of interest payable on any Fixed Rate Note or Floating
Rate Note be in excess of the maximum rate of interest
permitted by applicable law. In addition, if specified in
the applicable Note, such Note may pay no interest until
Maturity or for a specified period following the date of
issue, may pay interest at a rate which is at the time of
issuance below market rates or may have other interest
payment characteristics as set forth in the applicable Note
and described in the Prospectus Supplement (the "Prospectus
Supplement") dated April 21, 2005 and filed with the
Securities and Exchange Commission in connection with the
offering by the Company of up to $1,500,000,000 aggregate
initial public offering price of the Notes.
(b) Interest Payment Dates. Unless otherwise
specified in the applicable Note, interest on Fixed Rate
Notes will be payable semiannually in arrears on May 15 and
November 15 of each year, commencing with the first Interest
Payment Date next succeeding the date of original issue, and
at Maturity. Interest on a Floating Rate Note will be
payable in arrears on the Interest Payment Dates applicable
to such Note and at Maturity. Notwithstanding the foregoing,
if the date of original issue of a Note is between a Regular
Record Date and the related Interest Payment Date, the first
payment of interest on such Note will be made on the
Interest Payment Date immediately following the next
succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date.
Except as provided below or in the applicable
Floating Rate Note, interest will be payable, in the case of
a Floating Rate Note which resets (1) daily, weekly or
monthly, on the third Wednesday of each month or on the
third Wednesday of March, June, September and December of
each year, as specified in the applicable Floating Rate
Note; (2) quarterly, on the third Wednesday of March, June,
September and December of each year; (3) semiannually, on
the third Wednesday of each of the two months of each year
specified in the applicable Floating Rate Note; and (4)
annually, on the third Wednesday of the month specified in
the applicable Floating Rate Note; and, in each case, at
Maturity.
Unless otherwise specified in the applicable Fixed
Rate Note, interest on a Fixed Rate Note will be computed on
the basis of a 360-day year of twelve 30-day months. If any
Interest Payment Date or Maturity of a Fixed Rate Note falls
on a day that is not a Business Day, the payment of
principal, premium, if any, and interest due on such
Interest Payment Date or at Maturity will be made on the
next succeeding Business Day as if it were made on the date
such payment was due and no interest shall accrue on the
amount so payable for the period from and after such
Interest Payment Date or Maturity, as the case may be. If
any Interest Payment Date for a Floating Rate Note (other
than an Interest Payment Date that is a Maturity) falls on a
day that is not a Business Day, such Interest Payment Date
will be the next succeeding Business Day, except that, in
the case of a Note for which LIBOR is an applicable Interest
Rate Basis (as defined below), if such Business Day is in
the next succeeding calendar month, such Interest Payment
Date shall be the immediately preceding day that is
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a Business Day. If the Maturity of a Floating Rate Note
falls on a day that is not a Business Day, the payment of
principal, premium, if any, and interest shall be made on
the next succeeding Business Day as if it were made on the
date such payment was due, and no interest on the amount so
payable shall accrue for the period from and after such
Maturity.
(c) Regular Record Dates. Unless otherwise
specified in the applicable Note, with respect to Fixed Rate
Notes, the Regular Record Dates for interest payable on each
May 15 and November 15, will be the immediately preceding
April 30 and October 31 (whether or not a Business Day),
respectively. Unless otherwise specified in a Floating Rate
Note, the Regular Record Date or Dates for interest payable
on such Floating Rate Note will be the fifteenth calendar
day (whether or not a Business Day) immediately preceding
the related Interest Payment Date or Dates.
(d) Accrual of Interest. Unless otherwise
specified in a Note, the Notes will bear interest from the
date of original issue at the rate per annum, or, in the
case of a Floating Rate Note, pursuant to the interest rate
formula stated therein until the principal thereof is paid
or made available for payment. Each interest payment shall
be the amount of interest accrued from and including the
immediately preceding Interest Payment Date in respect of
which interest has been paid or duly provided for (or from
and including the date of original issue if no interest has
been paid or duly provided for with respect to such Note)
to, but excluding, the next succeeding Interest Payment
Date, or Maturity, as the case may be (an "Interest Accrual
Period").
(e) Business Day. For purposes of this
Second Supplemental Indenture and the Notes, "Business Day"
means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks
are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however,
that, with respect to foreign currency Notes, the day is
also not a day on which commercial banks are authorized or
required by law, regulation or executive order to close in
the Principal Financial Center (as defined below) of the
country issuing the currency specified in such foreign
currency Notes (the "Specified Currency") or, if the
Specified Currency is euros, the day is also a day on which
the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System, or any successor system,
is open for business; provided, further, that, with respect
to Notes as to which LIBOR is an applicable Interest Rate
Basis, the day is also a London Business Day; and "London
Business Day" means a day on which commercial banks are open
for business, including dealings in the LIBOR Currency (as
defined in the Prospectus Supplement) in London.
(f) Principal Financial Center. For the
purposes of this Second Supplemental Indenture and the
Notes, "Principal Financial Center" means, unless otherwise
specified in an applicable Note,
(1) the capital city of the country issuing the
Specified Currency, or
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(2) the capital city of the country to which the LIBOR
Currency relates,
except that, in each case, with respect to United States
dollars, Australian dollars, Canadian dollars, South African
rand and Swiss francs, the "Principal Financial Center" will
be The City of New York, Sydney, Toronto, Johannesburg,
Zurich, London (solely in the case of the LIBOR Currency)
and Melbourne (solely in the case of the Specified
Currency).
(viii) Place of Payment; Registration of Transfer and
Exchange; Notices to Company.
(a) Place of Payment. Payment of the
principal of, premium, if any, and interest on the
Definitive Notes will be made at the Corporate Trust Office
of the Trustee in the Borough of Manhattan, The City of New
York or at any other office or agency designated by the
Company in the Borough of Manhattan, The City of New York,
for such purpose; provided, however, that at the option of
the Company, payment of interest other than at Maturity may
be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the
Security Register; and provided, further, that a Holder of
$1,000,000 or more in aggregate principal amount of
Definitive Notes having the same Interest Payment Dates
will, at the option of the Company, be entitled to receive
interest payments (other than at Maturity) by wire transfer
of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee
not less than 15 days prior to the applicable Interest
Payment Date. Any wire instructions received by the Trustee
shall remain in effect until revoked by the Holder. Payments
of principal, premium, if any, and any interest on Notes in
book-entry form represented by a Global Note or Notes will
be made by the Company through the Trustee to the Depositary
or its nominee, as the case may be, as the Holder of the
Global Note or Notes representing such Notes in book-entry
form.
(b) Registration of Exchange and Transfer.
Definitive Notes may be presented for exchange and
registration of transfer at the Corporate Trust Office of
the Trustee in the Borough of Manhattan, The City of New
York, or at the office of any transfer agent in the Borough
of Manhattan, The City of New York, hereafter designated by
the Company for such purpose. Ownership of beneficial
interests in Notes in book-entry form represented by a
Global Note or Notes will be shown on, and the transfer of
that ownership will be effected only through, records
maintained by the Depositary, or by participants in the
Depositary or persons that may hold interests through such
participants. Owners of beneficial interests in Notes in
book-entry form represented by a Global Note or Notes will
not be considered the owners or Holders of such Notes under
the applicable Indenture.
(c) Notices to Company. Notices and demands
to or upon the Company in respect to the Notes and each of
the Indentures may be served at Occidental Petroleum
Corporation, 00000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000, Attention: Vice President and Treasurer.
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(ix) Optional Redemption. If so provided in the
applicable Note, such Note may, prior to its Stated Maturity, be
subject to redemption, in whole or in part, at the option of the
Company on the terms set forth in the applicable Note. Any wire
instructions received by the Trustee shall remain in effect until
revoked by the Holder.
For all purposes of this Second Supplemental Indenture and
each of the Indentures, unless the context otherwise requires, all
provisions relating to the redemption by the Company of Notes shall
relate, in the case of any Notes redeemed or to be redeemed by the
Company only in part, to that portion of the principal amount of such
Notes that has been or is to be redeemed.
(x) Sinking Fund. Unless otherwise specified in the
applicable Note, the Notes will not be subject to any sinking fund or
analogous provision.
(xi) Person to Whom Interest is Payable Upon Redemption
of Notes. With respect to any Note that is redeemable at the option of
the Company prior to its Stated Maturity, installments of interest
whose Stated Maturity is prior to the Redemption Date of such Note
will be payable to the Holder of such Note, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular
Record Dates specified in such Note, all as provided in the applicable
Indenture.
(xii) Purchase of Notes at the Option of the Holder.
(a) General. If a purchase date or dates
(each, a "Purchase Date") is specified in the applicable
Note, on each such Purchase Date so specified, the Company
will become obligated to purchase, at the option of the
Holder, all or a portion of such Note for which a written
notice (a "Purchase Notice") has been delivered by, or on
behalf of, the Holder and received by the Trustee at its
Corporate Trust Office in the Borough of Manhattan, The City
of New York, or at any other Place of Payment in the Borough
of Manhattan, The City of New York, designated by the
Company for such purpose, at any time from the opening of
business on the date that is 60 days prior to such Purchase
Date until 5:00 P.M., New York City time, on the date that
is 30 days prior to such Purchase Date, subject to certain
additional conditions provided below. The delivery to the
Trustee of a Purchase Notice shall be irrevocable. If no
Purchase Date is indicated with respect to a Note, it will
not be repayable at the option of the Holder before its
Stated Maturity.
Promptly following the last date on which a
Purchase Notice with respect to any Purchase Date may be
delivered to the Trustee, the Trustee shall notify the
Company in writing of the Notes with respect to which the
Trustee has received a Purchase Notice and, in the case of
any Notes for which a Purchase Notice has been received in
part, the principal amount thereof to be purchased.
For all purposes of this Second Supplemental
Indenture and each of the Indentures, unless the context
otherwise requires, all provisions
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relating to the purchase by the Company of Notes shall
relate, in the case of any Notes purchased or to be
purchased by the Company only in part, to that portion of
the principal amount of such Notes that has been or is to be
so purchased.
(b) Contents of Purchase Notice. Each
Purchase Notice shall state (i) the CUSIP number of the Note
or Notes to be delivered by the Holder thereof for purchase
by the Company; (ii) the portion of the principal amount of
Notes to be purchased, which portion, unless specified in
the applicable Note, must be an integral multiple of $1,000,
provided that any remaining principal amount will be an
authorized denomination of the applicable Note; and (iii)
that such Notes are to be purchased by the Company pursuant
to the applicable provisions of the Notes. In the event of
purchase by the Company of a Note in part only, a new Note
or Notes of like tenor for the unpurchased portion thereof
will be issued in authorized denominations of the applicable
Note in the name of the Holder thereof upon the cancellation
thereof.
(c) Purchase Price. Unless otherwise
specified in the applicable Note, the price payable on any
Purchase Date with respect to any applicable Note shall be
equal to the applicable purchase price (the "Purchase
Price") specified in such Note, together with accrued
interest to but not including the Purchase Date; provided,
however, that installments of interest whose Stated Maturity
is prior to the Purchase Date shall be payable to the
Holders of such Notes, or one or more Predecessor
Securities, registered as such at the close of business on
the relevant Regular Record Dates according to the
provisions of Section 3(xii)(f) of this Second Supplemental
Indenture and Section 307 of the applicable Indenture. If a
Purchase Notice shall have been given with respect to an
applicable Note, from and after the Purchase Date with
respect to which such Purchase Notice relates (unless the
Company shall default in payment of the Purchase Price and
accrued interest), such Note (or portion thereof to be
purchased) shall cease to bear interest and all other rights
of the Holder (other than the right to receive the Purchase
Price upon the delivery of the Note in accordance with
Section (3)(xii)(d) below) shall terminate.
(d) Payment of Purchase Price. Payment of
the Purchase Price, together with accrued interest to the
Purchase Date, for a Note for which a Purchase Notice has
been delivered is conditioned upon delivery of, in the case
of a Definitive Note, such Note (with, if the Company or the
Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or such
Holder's attorney duly authorized in writing) to the Trustee
at its Corporate Trust Office in the Borough of Manhattan,
The City of New York, or at any other Place of Payment in
the Borough of Manhattan, The City of New York, designated
by the Company for such purpose, at any time (whether prior
to, on or after the Purchase Date) after delivery of such
Purchase Notice, or, in the case of a Note in book entry
form represented by a Global Note or Notes, instructions to
that effect from the applicable beneficial owner of the Note
to the depositary, forwarded by the depositary to the
Trustee. Payment of
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the Purchase Price for such Note (or portion thereof to be
purchased), together with accrued interest to the Purchase
Date, will be made promptly following the later of the
Purchase Date or the time of delivery of such Note. If any
Note for which a Purchase Notice has been delivered to the
Trustee shall not be so paid upon surrender thereof for
purchase, the principal shall, until paid, bear interest
from the Purchase Date at the rate prescribed therefor in
the Note.
(e) Deposit of Purchase Price. On or prior
to any Purchase Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as
provided in Section 1003 of each of the Indentures) an
amount of money sufficient to pay the Purchase Price of, and
accrued interest on, all the Notes (or portions thereof)
which are to be purchased on that date.
(f) Limitations on Transfer. The Company
shall not be required to (i) issue, register the transfer of
or exchange any Note having a Purchase Date specified
therein during a period beginning at the opening of business
15 days before the first date any Purchase Notice may be
delivered to the Trustee with respect thereto and ending at
the close of business on the last date a Purchase Notice may
be delivered to the Trustee with respect thereto or (ii)
register the transfer of or exchange any Note for which, in
whole or part, a Purchase Notice has been delivered to the
Trustee, except the portion of any such Note for which the
Purchase Notice has not been delivered to the Trustee.
(xiii) Denominations. Unless specified in the applicable
Note, the Notes are issuable in the denominations of $1,000 and any
amount in excess thereof which is an integral multiple of $1,000.
(xiv) Principal and Interest Payable in Dollars. Subject
to Section 902(1) of the Indentures, unless otherwise specified in a
Note, and then, only with respect to that Note, or by the Company in a
subsequent supplemental indenture, payment of the principal of and any
interest on the Notes will be payable in Dollars.
(xv) Determination of Interest on Floating Rate Notes.
(a) Interest Rates Basis. The Interest Rate
Basis or Bases (as stated in the Prospectus Supplement)
applicable to a Floating Rate Note may be any of the
Interest Rate Bases described in the Prospectus Supplement,
or as set forth in such Floating Rate Note. Each Floating
Rate Note will specify the Interest Rate Basis or Bases
applicable thereto.
(b) Calculation of Rate By Reference to
Interest Rate Basis or Bases and, as Applicable, Spread,
Spread Multiplier and Index Maturity. The interest rate on
each Floating Rate Note will be calculated as set forth in
the Prospectus Supplement by reference to the specified
Interest Rate Basis or Bases plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any
(each as defined in the Prospectus Supplement). Each
Floating Rate Note will specify the Index
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Maturity (as defined in the Prospectus Supplement) and the
Spread, if any, and/or Spread Multiplier, if any, applicable
thereto.
(c) Interest Reset Period; Interest Reset
Date. Each Floating Rate Note will specify whether the rate
of interest on such Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semiannually or annually (each,
an "Interest Reset Period"), the date or dates, on which
such interest rate will be reset (each, an "Interest Reset
Date") and the date or dates, if any, on which the Company
has the option to reset such interest rate (each, an
"Optional Reset Date"). Unless otherwise specified in a
Floating Rate Note, the Interest Reset Dates and any
Optional Reset Dates will be as set forth in the Prospectus
Supplement.
(d) Interest Determination Date. The
interest rate applicable to each Interest Reset Period
commencing on the Interest Reset Date or Dates or Optional
Reset Date or Dates with respect to such Interest Reset
Period will be the rate determined on the applicable
"Interest Determination Date." Unless otherwise specified in
an applicable Floating Rate Note, the Interest Determination
Date shall be as set forth in the Prospectus Supplement.
(e) Maximum and Minimum Limits on Interest
Rates. Any Floating Rate Note may specify either or both a
maximum limit ("Maximum Interest Rate") and a minimum limit
("Minimum Interest Rate") (as defined in the Prospectus
Supplement). In addition to any Maximum Interest Rate which
may be applicable to any Floating Rate Note pursuant to the
above provisions, the interest rate on Floating Rate Notes
will in no event be higher than the maximum rate permitted
by New York law, as the same may be modified by United
States law of general application.
(f) Initial Interest Rate; Interest Rate
Thereafter in Effect. The interest rate in effect with
respect to a Floating Rate Note on each day that is not an
Interest Reset Date, will be the interest rate determined as
of the Interest Determination Date pertaining to the
immediately preceding Interest Reset Date and the interest
rate in effect on any day that is an Interest Reset Date
will be the interest rate determined as of the Interest
Determination Date pertaining to such Interest Reset Date,
subject in all cases to applicable provisions of law and any
maximum or minimum interest rate limitations referred to
above; provided, however, that the interest rate in effect
with respect to a Floating Rate Note for the period from the
date of original issue to the first Interest Reset Date will
be the rate specified as such in the applicable Floating
Rate Note (the "Initial Interest Rate") and, unless
otherwise specified in the applicable Floating Rate Note,
the interest rate in effect for the ten calendar days
immediately prior to a Floating Rate Note's Stated Maturity
will be the interest rate in effect on the tenth calendar
day preceding such Stated Maturity. For purposes of this
Second Supplemental Indenture, the term "Interest Reset
Date" includes any Optional Reset Date (as defined in the
Prospectus
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Supplement) for which the Company resets the interest rate
applicable to a Floating Rate Note.
(g) Accrued Interest; Accrued Interest
Factor. With respect to each Floating Rate Note, accrued
interest is calculated by multiplying its face amount by an
accrued interest factor, which shall be computed as set
forth in the Prospectus Supplement.
(h) Rounding of Percentages. All percentages
resulting from any calculation on the Floating Rate Notes
(other than percentages used in the calculation of the
accrued interest factor and accrued interest) will be
rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a
percentage point rounded upward. All dollar amounts used in
or resulting from any calculation on Floating Rate Notes
will be rounded to the nearest cent, or, in the case of a
foreign currency, to the nearest unit (with one-half cent or
unit being rounded upwards).
(i) Calculation Agent; Calculation Date.
Unless otherwise specified in the applicable Floating Rate
Note, the Trustee will be the initial "Calculation Agent"
with respect to the Floating Rate Notes. Upon the request of
the Holder of any Floating Rate Note, the Trustee will
provide the interest rate then in effect and, if determined,
the interest rate that will become effective as a result of
a determination made for the next Interest Reset Date with
respect to such Floating Rate Note. If at any time the
Trustee is not the Calculation Agent, the Company will
notify the Trustee of each determination of the interest
rate applicable to any such Floating Rate Note promptly
after such determination is made by any successor
Calculation Agent. Unless otherwise specified in the
applicable Note, the "Calculation Date," where applicable,
pertaining to any Interest Determination Date will 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 or (ii) the Business
Day preceding the applicable Interest Payment Date or
Maturity, as the case may be.
(j) Calculation of Floating Rates. The
calculation of interest rates in effect with respect to a
Floating Rate Note shall be as set forth in the Prospectus
Supplement.
(xvi) Determination of Principal of Indexed Principal
Notes. Any payment of principal or interest on an indexed principal
note, at Maturity or upon redemption or repurchase by the Company,
will be calculated as set forth in the Prospectus Supplement.
(xvii) Discount Notes.
(a) Rates of Interest. If specified in the
applicable Note, such Note may bear no interest or may bear
no interest for a specified period following the date of
issue or may bear interest at a rate which is at the time of
issuance below market rates (any such Note being referred to
as a "Discount Note").
11
(b) Payments at Maturity of Certain Discount
Notes. If any Maturity of a Note that bears no interest
falls on a day that is not a Business Day, the payment due
at Maturity with respect to such Note will be made on the
following day that is a Business Day as if it were made on
the date such payment was due and no interest shall accrue
on the amount so payable for the period from and after such
Maturity.
(c) Amount Payable Upon Declaration of
Maturity of Discount Security. With respect to any Discount
Note that is a Discount Security, that portion of the
principal amount of such Discount Note that is payable upon
redemption prior to the Stated Maturity thereof or upon
declaration of acceleration of the Stated Maturity thereof
pursuant to Section 502 of the applicable Indenture will be
as provided in the applicable Note.
(xviii) Security Register; Paying Agent. The Security
Register for the Notes will be initially maintained at the Corporate
Trust Office of the Trustee. The Company hereby appoints the Trustee
as the initial Paying Agent.
(xix) Other Terms. Each Note may also specify therein
additional terms governing such Note, including terms that relate to
Amortizing Notes, Subsequent Interest Periods, Indexed Principal
Notes, Dual Currency Notes, Renewable Notes and Extension of Maturity,
each as described in the Prospectus Supplement.
(xx) Forms. Unless and until another form is
established pursuant to a subsequent supplemental indenture pursuant
to Section 201 of each of the Indentures, the Fixed Rate Global Notes,
the Floating Rate Global Notes, Fixed Rate Discount Notes and the Zero
Coupon Notes will be in substantially the forms set forth in Exhibits
A, B, C and D hereto and may have such other terms, additions and
changes as any Designated Person delivering the Notes shall, in his or
her discretion, approve, such approval to be conclusively evidenced by
his or her delivery thereof.
ARTICLE II
2.01 Ratification. Except as amended hereby, all of the terms of
the Indentures shall remain and continue in full force and effect and are hereby
approved, ratified and confirmed in all respects.
2.02 Severability. In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
2.03 Counterparts. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall constitute one and the same instrument.
2.04 Governing Law. This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
including, without limitation, Section 5-1401 of the New York General
Obligations Law.
12
2.05 Trustee. The Trustee makes no representations as to the
validity or sufficiency of this Second Supplemental Indenture. The recitals and
statements herein are deemed to be those of the Company and not of the Trustee.
[Signature page follows]
13
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first above written.
OCCIDENTAL PETROLEUM CORPORATION
By: /s/ J.R. Xxxxxx
-----------------------------------------
Name: J.R. Xxxxxx
Title: Vice President and Treasurer
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Treasurer
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Assistant Vice President
[Form of Global Fixed Rate Registered Security -- United States]
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
NO. FXR- MEDIUM-TERM [SENIOR] [SUBORDINATED]
NOTE, SERIES [D] [A] PRINCIPAL AMOUNT:
(Fixed Rate) U.S.$
CUSIP:
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or to such other
entity 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.
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Exchange Rate Agent:
Dual Currency Note: [ ] Yes (see addendum) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Indexed Principal Note: [ ] Yes (see addendum) [ ] No
Interest Rate Reset: [ ] The Interest Rate may not be changed prior to
Stated Maturity.
[ ] The Interest Rate may be changed prior to Stated
Maturity (see addendum).
Optional Reset Dates (if applicable):
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
EXHIBIT A
Optional Redemption Date(s):
Initial Redemption Percentage: ___%
Annual Redemption Percentage Reduction: ___%
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Date(s):
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Renewable Note: [ ] Yes (see addendum) [ ] No
Addendum Attached: [ ] Yes [ ] No
-----------------
Dated: .....................
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, as Trustee
By: ..............................
Authorized Signatory
A-2
OCCIDENTAL PETROLEUM CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the face amount hereof, or, in the case of an Indexed Principal Note, the face
amount hereof, adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith (the "principal amount" or
"principal"), in the Specified Currency specified above on the Stated Maturity
specified above (unless and to the extent earlier redeemed or repaid prior to
such Stated Maturity) and to pay interest on the principal amount then
outstanding at the Interest Rate shown above from the Original Issue Date
specified above or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on ________________
and ___________________, in each year, commencing with the first Interest
Payment Date next succeeding the Original Issue Date, at the rate per annum set
forth above, until the principal amount hereof is paid or made available for
payment; provided, however, that if the Original Issue Date of this Note is
between a Regular Record Date (as defined below) and the related Interest
Payment Date, the first payment of interest on this Note will be made on the
Interest Payment Date immediately following the next succeeding Regular Record
Date to the registered Holder on such next succeeding Regular Record Date.
Interest payments for this Note will include interest accrued to but excluding
each Interest Payment Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
(as defined below), be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business on the
fifteenth calendar day (whether or not a Business Day), as the case may be (each
a "Regular Record Date"), next preceding such Interest Payment Date; provided,
however, that interest payable at the Stated Maturity or earlier redemption or
repayment of this Note (the "Maturity") shall be payable to the Person to whom
principal shall be payable. If any Interest Payment Date or Maturity with
respect to this Note falls on a day that is not a Business Day, the payment due
on such Interest Payment Date or at Maturity will be made on the following day
that is a Business Day as if it were made on the date such payment was due and
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity, as the case may be. Except as otherwise
provided in the Indenture, any interest not punctually paid or duly provided for
on any Interest Payment Date other than at Maturity (herein called "Defaulted
Interest") will forthwith cease to be payable to the Holder on the Regular
Record Date with respect to such Interest Payment Date by virtue of having been
such Holder and may either (l) be paid to the Person in whose name this Note (or
one or more Predecessor Securities) 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 (as defined below), written notice of which shall be given to the
Holder of this Note by the Company not less than 10 calendar days prior to such
Special Record Date, or (2) 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 the Indenture. Payment of the principal of and interest,
if any, on this Note will be made at the Corporate Trust Office of the Trustee
in the Borough of Manhattan, The City of New York, or at any other place in the
Borough of Manhattan, The City of New York, designated by the Company for such
purpose, and, if the Specified Currency is U.S. dollars, 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, and provided, further that, if the Holder hereof is the
Holder of U.S.$1,000,000 (or the equivalent thereof in a currency other than
U.S. dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Notes having the same Interest Payment Dates, at the option
of the Company, such U.S. dollar interest payments will be made by wire transfer
of immediately available funds if appropriate wire transfer instructions have
been received in writing by the Trustee not less than 15 days prior to the
applicable payment date. Any wire instructions received by the Trustee shall
remain in effect until revoked by the Holder. Simultaneously with any election
by the Holder hereof to receive payments in respect hereof in the Specified
Currency (if other than U.S. dollars), such Holder shall provide appropriate
wire transfer instructions to the Trustee and all such payments will be made by
wire transfer of immediately available funds to an account maintained by the
payee with a bank located outside the United States.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency or, if the Specified
A-3
Currency is euros, the day is also a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor
system, is open for business.
For the purposes of this Note, "Principal Financial Center" means:
(1) the capital city of the country issuing the Specified Currency, or
(2) the capital city of the country to which the LIBOR Currency relates,
except, in each case, that with respect to United States dollars,
Australian dollars, Canadian dollars, South African rand and Swiss francs,
the "Principal Financial Center" will be The City of New York, Sydney,
Toronto, Johannesburg, Zurich, London (solely in the case of the LIBOR
Currency) and Melbourne (solely in the case of the Specified Currency),
respectively.
[The indebtedness evidenced by this Note is, to the extent set forth in the
Indenture, expressly subordinated and subject in right of payment to the prior
payment in full of Senior Indebtedness as defined in the Indenture, and this
Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in such Holder's behalf to take such action
as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in the Indenture and appoints the Trustee as such
Holder's attorney-in-fact for any and all such purposes.]
If this Note is an Amortizing Note as shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, a portion or all the
principal amount of the Note is payable prior to Stated Maturity in accordance
with a schedule, by application of a formula, or by reference to an index (as
described above).
The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above. If the Specified Currency shown
above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described below. The
Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by notifying the participant of the
depositary through which its interest is held, or, in the case of certificated
notes, the Trustee, at its office in the Borough of Manhattan, The City of New
York, or at such other place in the Borough of Manhattan, The City of New York,
as the Company may designate, on or before the applicable Regular Record Date,
in the case of a payment of interest, and on or before the sixteenth day,
whether or not a Business Day, before its Stated Maturity, in the case of
principal or premium, of the Holder's election to receive all or a portion of
any payment in a Specified Currency. In the case of book-entry notes, the
participant must notify the depositary of any election on or before the third
Business Day after the Regular Record Date. The depositary or the Trustee, as
applicable, will notify the Paying Agent of the election on or before the fifth
Business Day after the Regular Record Date. If complete instructions are
received by the participant and forwarded to the depositary, and forwarded by
the depositary to the Paying Agent, on or before the relevant dates, the
beneficial owner of this Note will receive payments in the Specified Currency.
Such election will remain in effect until revoked by written notice to the
Trustee received not later than fifteen calendar days prior to the applicable
payment date. If the Company determines that the Specified Currency is not
available for making payments in respect hereof due to the imposition of
exchange controls or other circumstances beyond the Company's control or is no
longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions or within the international
banking community, then the Holder hereof may not so elect to receive payments
in the Specified Currency, and any such outstanding election shall be
automatically suspended, and payments shall be in U.S. dollars, until the
Company determines that the Specified Currency is again available for making
such payments.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Notwithstanding the foregoing, if an Addendum is attached hereto as
specified above, this Note shall be subject to the terms set forth in such
Addendum.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed co-authenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
A-4
-------------------------
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to) issued and to be issued pursuant to
such Indenture. This Security is one of a series designated by the Company as
its Medium-Term [Senior] [Subordinated] Notes, Series [D] [A] (the "Notes"). The
Indenture does not limit the aggregate principal amount of the Notes or the
Securities.
The Company issued this Note pursuant to an Indenture, dated as of [April
l, 1998] [January 20, 1999] (herein called the "Indenture" which term, for the
purpose of this Note, shall include [the Second Supplemental Indenture dated
April 21, 2005] [the Officers' Certificate dated June 30, 1999, delivered
pursuant to Sections 201 and 301 of the Indenture, the First Supplemental
Indenture dated March 6, 2002, and the Second Supplemental Indenture dated April
21, 2005]), 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 Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. The U.S. dollar equivalent of the public offering price or
purchase price of Notes denominated in currencies other than U.S. dollars will
be determined by The Bank of New York, as exchange rate agent for the Notes (the
"Exchange Rate Agent") pursuant to the Exchange Rate Agency Agreement, dated as
of April 21, 2005, between the Company and the Exchange Rate Agent.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 (if the Specified Currency is U.S. Dollars) and any
amount in excess thereof which is an integral multiple of $1,000 (if the
Specified Currency is U.S. Dollars). 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 like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where Notes may be presented for registration of transfer.
Fixed Rate Notes
----------------
This Note will bear interest at the rate per annum stated on the face
hereof or in an addendum hereto or delivered herewith until the principal amount
hereof is paid or made available for payment, except as otherwise described
below under "Subsequent Interest Periods" and "Extension of Maturity," and
except that if so specified in an addendum hereto, the rate of interest payable
on certain Fixed Rate Notes may be subject to adjustment as specified therein.
Interest on this Note will be computed on the basis of a 360-day year of twelve
30-day months.
Subsequent Interest Periods
---------------------------
If so specified on the face hereof or in an addendum hereto, the Interest
Rate on this Note may be reset by the Company on the date or dates specified on
the face hereof or in an addendum hereto or delivered herewith (each an
"Optional Reset Date"). Not later than 40 days prior to each Optional Reset
Date, the Trustee will mail to the Holder of this Note a notice (the "Reset
Notice"), first class, postage prepaid, indicating whether the Company has
elected to reset the Interest Rate, and if so, (i) such new Interest Rate and
(ii) the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date, or, if there is no such next
Optional Reset Date, to the Stated Maturity of this Note (each such period, a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period. Upon the transmittal by the
Trustee of a Reset Notice to the holder of a Note, such new interest rate shall
take effect automatically. Except as modified by the Reset Notice and as
described below, such Note will have the same terms as prior to the transmittal
of such Reset Notice. Notwithstanding the foregoing, not later than 20 days
prior to an Optional Reset Date, the Company may, at its option, revoke the
Interest Rate provided for in the Reset Notice and establish a higher Interest
Rate for the Subsequent Interest Period by causing the Trustee to mail notice of
such higher Interest Rate to the Holder of this Note. Such notice shall be
irrevocable. All Notes with respect to which the Interest Rate is reset on an
Optional Reset Date will bear such higher Interest Rate whether or not tendered
for repayment.
A-5
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
Indexed Principal Notes
-----------------------
If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement, is determined by
reference to the amount designated on the face hereof or in an addendum hereto
as the face amount of this Note and by reference to the Index as described on
the face hereof or in an addendum hereto. If this Note is an Indexed Principal
Note, the principal amount payable at Stated Maturity or any earlier redemption
or repayment of this Note may be different from the face amount.
If a third party is appointed to calculate or announce the Index for a
particular Indexed Principal Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agents or their respective affiliates may
be either the original or successor third party selected by the Company.
If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed principal amount of such Indexed Principal Note will be
calculated in the manner set forth in the applicable pricing supplement. Any
determination by the selected third party will be binding on all parties, except
in the case of an obvious error.
Specified Currency
------------------
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.
Payments in Currencies Other than the Specified Currency
--------------------------------------------------------
Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the noon buying
rate in New York City for cable transfers, in the Specified Currency, as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") as of the second Business Day preceding that day, or if
such Market Exchange Rate is unavailable, the most recently available Market
Exchange Rate for such currency, or as otherwise indicated on the face hereof or
in the pricing supplement attached hereto or delivered herewith. Any payment
made under such circumstances in U.S. dollars will not constitute an Event of
Default under the Indenture.
A-6
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of the European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
Dual Currency Notes
-------------------
If this Note is specified on the face hereof or in an addendum hereto as a
Dual Currency Note, the Company may have a one time option, exercisable on one
or more dates (each an "Option Election Date"), with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an Option Election Date, which will be
any one of the dates specified on the face hereof or in an addendum hereto.
If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in an addendum hereto. If such election is made,
notice of such election shall be mailed in accordance with the terms of the
applicable Tranche of Dual Currency Notes within two Business Days of the Option
Election Date and shall state (i) the first date, whether an Interest Payment
Date and/or Stated Maturity, on which scheduled payments in the Optional Payment
Currency will be made and (ii) the Designated Exchange Rate. Any such notice by
the Company, once given, may not be withdrawn. The equivalent value in the
Specified Currency of payments made after such an election may be less, at the
then current exchange rate, than if the Company had made such payment in the
Specified Currency.
Renewable Notes
---------------
If this Note is specified on the face hereof or in an addendum hereto as a
Renewable Note, this Note will mature on an Interest Payment Date occurring in
or prior to the twelfth month following the Original Issue Date of this Note
(the "Initial Stated Maturity") unless the term of all or any portion of this
Note is renewed in accordance with the following procedures.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Stated Maturity of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note or if so specified, any
portion thereof, by delivering a notice to such effect to the Trustee (or any
duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in The City of New York not less than 15 nor more than 30
days prior to such Renewal Date. Such election will be irrevocable and will be
binding upon each subsequent Holder of this Note. An election to renew the term
of this Note may be exercised with respect to less than the entire principal
amount of this Note only if so specified on the face hereof or in an addendum
hereto and then only in such principal amount, or any integral multiple in
excess of such amount, as is specified on the face hereof or in the pricing
supplement attached
A-7
hereto or delivered herewith. Notwithstanding the foregoing, the term of this
Note may not be extended beyond the Stated Maturity specified for this Note on
the face hereof or in an addendum hereto.
If the Holder does not elect to renew the term, this Note must be presented
to the Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed paying agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Note for which
no election to renew the term thereof was exercised, with terms identical to
those specified on such exchanged Note (except that such Note shall have a
fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an
election to renew is made with respect to less than the full principal amount of
such Holder's Note, the Trustee, or any duly appointed paying agent, shall issue
in exchange for such Note in the name of such Holder, a replacement Renewable
Note, in a principal amount equal to the principal amount of such exchanged Note
for which the election to renew was made, with terms otherwise identical to the
exchanged Note.
Extension of Maturity
---------------------
If so specified on the face hereof or in an addendum hereto, the Maturity
of this Note may be extended at the option of the Company for one or more
periods of whole years specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith (each an "Extension Period") from one to
five, up to but not beyond the date (the "Final Maturity") set forth on the face
hereof or in an addendum hereto. The Company may exercise such option by
notifying the Trustee for this Note at least 45 but not more than 60 days prior
to the old Stated Maturity of this Note. If the Company exercises such option,
the Trustee will mail to the Holder of this Note not later than 40 days prior to
the old Stated Maturity a notice (the "Extension Notice") first class, postage
prepaid indicating (i) the election of the Company to extend the Stated
Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate applicable to
the Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period including the date or dates on which, or the period or periods
during which, and the price or prices at which such redemption may occur during
the extension period.
Upon the Trustee's mailing of the Extension Notice, the Stated Maturity of
this Note shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Note will have the
same terms as prior to the mailing of such Extension Notice. Notwithstanding the
foregoing, not later than 20 days prior to the old Stated Maturity of this Note,
the Company may, at its option, revoke the Interest Rate provided for in the
Extension Notice and establish a higher Interest Rate for the Extension Period
by causing the Trustee to mail notice of such higher Interest Rate, first class,
postage prepaid to the Holder of this Note. Such notice shall be irrevocable.
All Notes with respect to which the Stated Maturity is extended will bear such
higher Interest Rate for the extension period, whether or not tendered for
repayment.
If the Company extends the Stated Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the old Stated Maturity, and except that if the
Holder has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment
until the close of business on the tenth day before the old Stated Maturity.
Optional Redemption, Repayment and Repurchase
---------------------------------------------
This Note will be subject to redemption at the option of the Company on any
date on or after the first Optional Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
(if the Specified Currency is U.S. dollars) or such other increment specified on
the face hereof under Authorized Denomination (if the Specified Currency is not
U.S. dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at the Redemption Price (as defined below), together with unpaid interest
accrued thereon to the date fixed for redemption (the "Redemption Date"), on
written notice given to the Holder hereof (in accordance with the provisions of
the Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. The "Redemption Price" shall be the Initial Redemption
Percentage specified on the face hereof (as adjusted by the
A-8
Annual Redemption Percentage Reduction, if any, specified on the face hereof as
set forth below) multiplied by the unpaid principal amount of this Note to be
redeemed. The Initial Redemption Percentage, if any, shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, until the Redemption Price is equal to 100% of the unpaid
principal amount to be redeemed. Whenever less than all of the Notes of like
tenor and terms are to be redeemed, the Notes to be redeemed and the Holders
thereof shall be selected by the Trustee by such method as the Trustee shall
deem fair and reasonable. In the event of redemption of this Note in part only,
a new Note of like tenor and otherwise having the same terms as this Note for
the unredeemed portion hereof shall be issued by the Company in the name of the
Holder hereof, without charge, upon the presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$l,000 (if
the Specified Currency is U.S. dollars) or such other increment specified on the
face hereof under Authorized Denomination (if the Specified Currency is not U.S.
dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(the "Repayment Date"). For this Note to be repaid, the Trustee must receive at
its office, currently located at 000 Xxxxxxx Xxxxxx, 00 Xxxx, Xxx Xxxx, Xxx
Xxxx, or at any other place in the Borough of Manhattan, The City of New York,
as the Company may designate, not more than 60 nor less than 30 calendar days
prior to the Repayment Date, (i) in the case of a certificated note, such
certificated note and the form thereon entitled "Option to Elect Repayment" duly
completed or (ii) in the case of a book-entry note, instructions to such effect
from the applicable Beneficial Owner to the Depositary and forwarded by the
Depositary. Exercise of such repayment option by the Holder hereof will be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor and terms for the unrepaid portion hereof and otherwise having the
same terms as this Note shall be issued by the Company in the name of the Holder
hereof without charge, upon the presentation and surrender hereof.
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
Notes shall relate, in the case of any Notes redeemed or to be redeemed by the
Company only in part, to that portion of the principal amount of such Notes that
has been or is to be so redeemed.
Events of Default
-----------------
If an Event of Default with respect to the 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.
Amendment of Indenture
----------------------
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Notes. The Indenture
also permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations under the Indenture of the
Company and the rights of 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 not less than a majority in principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series, on behalf of the Holders of
all the 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,
subject to the provisions for satisfaction and discharge in Article Four, of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
A-9
Defeasance
----------
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or U.S. Government Obligations with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed to
have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of principal
and interest at the Stated Maturity or Redemption Date, as the case may be.
Transfer of Notes
-----------------
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Notes is registrable in the Security Register, upon
surrender of a Note for registration of transfer at the Corporate Trust Office
of the Trustee or at the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, or at such other offices or agencies in the
Borough of Manhattan, The City of New York, as the Company may designate, 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 like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
Transfers of ownership interests in a Global Note representing Notes in
book-entry form are to be accomplished by entries made on the books of
participants of the depositary acting on behalf of beneficial owners.
No service charge shall be made by the Company, the Trustee or the Security
Registrar 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 (other than exchanges pursuant to
Sections 304, 906 or 1107 of the Indenture not involving any transfer or as
provided in the Indenture).
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.
Governing Law
-------------
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York, including, without
limitation, Section 5-1401 of the New York General Obligations Law.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
A-10
IN WITNESS WHEREOF, Occidental Petroleum Corporation has caused this
Instrument to be signed by the signature or facsimile signature of its Chairman
of the Board, President, a Vice President, its Treasurer or an Assistant
Treasurer and attested by its Secretary or an Assistant Secretary by his or her
signature or a facsimile thereof, and its corporate seal or a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
(SEAL) OCCIDENTAL PETROLEUM CORPORATION
By:
-----------------------------------------
Title:
Attest:
-----------------------------------------
Title:
A-11
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 . . . . . .. . . . . .
(Cust.) (Minor)
TEN ENT - as tenants by the entireties Under Uniform Gifts to Minor Act
JT TEN - as joint tenants with right of survivor ..............................................................
ship and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
---------------------
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification Number of Assignee
------------------------------------
- -
------------------------------------
--------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _______________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated:
---------------------------- -----------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
A-12
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to, but not including, the Repayment Date, to the
undersigned, at:
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its office in the
Borough of Manhattan, The City of New York, currently located 000 Xxxxxxx
Xxxxxx, 00 West, or at any other place in the Borough of Manhattan, The City of
New York, as the Company may designate, not more than 60 nor less than 30
calendar days prior to the Repayment Date, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 or other
Authorized Denomination specified on the face hereof (provided that any
remaining principal amount shall be at least U.S.$100,000 or the minimum
Authorized Denomination)) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S.$100,000 or the minimum
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
-----------------------------------
Principal amount to be repaid: $ Notice: The signature(s) on this
must correspond with the name(s) as
Option to Elect Repayment Date: written upon the face of this Note
in every particular, without
alteration or enlargement or any
change whatsoever.
-----------------------------------
Dated:
---------------------------- ----------------------------------------
signature
A-13
[Form of Global Floating Rate Registered Security - United States]
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
NO. FLR- MEDIUM-TERM [SENIOR] [SUBORDINATED] PRINCIPAL AMOUNT:
NOTE, SERIES [D] [A] U.S.$
(Floating or Indexed Rate) CUSIP:
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or to such other
entity 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.
Issue Price: Original Issue Date:
Initial Interest Rate: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Exchange Rate Agent: Calculation Agent:
Dual Currency Note: [ ] Yes (see addendum) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Interest Rate Basis or Bases:
If LIBOR: If CMT Rate:
[ ] LIBOR Reuters Designated CMT Moneyline Telerate
Page: Page:
[ ] LIBOR Telerate If Moneyline Telerate Page 7052:
Page: [ ] Weekly Average
[ ] Monthly Average
Designated LIBOR Currency: Designated CMT Maturity Index:
EXHIBIT B
Interest Reset Period Index Maturity:
or Interest Reset Dates:
Interest Payment Dates:
Indexed Principal Note: [ ] Yes (see addendum) [ ] No
Spread Multiplier: Spread (+/-):
Spread Reset: [ ] The Spread or Spread Multiplier may not be changed
prior to Stated Maturity.
[ ] The Spread or Spread Multiplier may be changed prior to
Stated Maturity (see addendum).
Optional Reset Date (if applicable):
Maximum Interest Rate: Minimum Interest Rate:
Regular Floating Rate Note: [ ] Yes [ ] No
Inverse Floating Rate Note: [ ] Yes (see addendum) [ ] No
Fixed Interest Rate: %
Floating Rate / Fixed Rate Note: [ ] Yes (see addendum) [ ] No
Fixed Rate Commencement Date:
Fixed Interest Rate: %
Day Count Convention:
[ ] 30/360 for the period from to
------------- ------------------
[ ] Actual/360 for the period from to
------------- ------------------
[ ] Actual/Actual for the period from to
------------- ------------------
Applicable Interest Rate Basis:
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Date(s):
Initial Redemption Percentage:
B-2
Annual Redemption Percentage Reduction: %
-------
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Date(s):
Discount Note: [ ] Yes [ ] No
Issue Price: %
-------
Yield to Maturity:
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Renewable Note: [ ] Yes (see addendum) [ ] No
Addendum Attached: [ ] Yes [ ] No
Special Election Interval (if applicable):
Amount (if less than entire principal amount)
as to which election may be exercised:
-----------------
Dated: ........................................
B-3
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, as Trustee
By:..............................
Authorized Signatory
B-4
OCCIDENTAL PETROLEUM CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to Cede & CO., or registered assigns,
the face amount hereof, or, in the case of an Indexed Principal Note, the face
amount hereof, adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith (the "principal amount" or
"principal"), in the Specified Currency specified above on the Stated Maturity
specified above (unless and to the extent earlier redeemed or repaid prior to
such Stated Maturity) and to pay interest on the principal amount then
outstanding from the Original Issue Date specified 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 specified above until the
first Interest Reset Date specified above following the Original Issue Date
specified above and thereafter at a rate determined in accordance with the
provisions specified herein or in an Addendum hereto with respect to one or more
Interest Rate Bases specified above, which Interest Rate Basis or Bases may be
adjusted by adding or subtracting the Spread and/or multiplying the applicable
Interest Rate Basis by the Spread Multiplier depending on whether a Spread
and/or Spread Multiplier is specified above, until the principal hereof is paid
or duly made available for payment. The "Spread," if any, is the number of basis
points to be added to or subtracted from the Interest Rate Basis or Bases, as
specified above, and the "Spread Multiplier," if any, is the percentage of the
Interest Rate Basis or Bases, as specified above, by which such Interest Rate
Basis or Bases are to be multiplied. The "Index Maturity," if any, is the period
to maturity of the instrument or obligation with respect to which the related
Interest Rate Basis or Bases are calculated, as designated above. If more than
one Interest Rate Basis is specified above, the applicable Interest Rate Basis
shall be the lowest of such Interest Rate Bases on the Interest Determination
Date. The Company will pay interest in arrears on each Interest Payment Date, if
any, specified above (each, an "Interest Payment Date"), commencing with the
first Interest Payment Date next succeeding the Original Issue Date specified
above, and at the Stated Maturity or earlier redemption or repayment of this
Note (the "Maturity"); provided, however, that if the Original Issue Date occurs
between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date and will be payable to the
registered holder (the "Holder") of this Note at the close of business on the
Record Date with respect to such second Interest Payment Date.
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for (or from, and including, the Original Issue Date if no interest has been
paid or duly provided for) to, but excluding, the applicable Interest Payment
Date or the Stated Maturity, as the case may be (each, an "Interest Period").
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, subject to certain exceptions described herein, be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the fifteenth calendar day
(whether or not a Business Day, as defined below) immediately preceding such
Interest Payment Date (the "Record Date"); provided, however, that interest
payable on the Maturity will be payable to the Person to whom the principal
hereof and premium, if any, hereon shall be payable. If any Interest Payment
Date or Maturity with respect to this Note falls on a day that is not a Business
Day, the payment due on such Interest Payment Date or at Maturity will be made
on the following day that is a Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day, as if it were made on the date such payment was due and
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity, as the case may be. Except as otherwise
provided in the Indenture, any interest not punctually paid or duly provided for
("Defaulted Interest") on any Interest Payment Date other than the at Maturity
will forthwith cease to be payable to the Holder hereof as of the close of
business on the related Record Date and, instead, may either (1) be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Company, written notice whereof shall be given to the Holder of this Note by the
Company not less than 10 calendar days prior to such Special Record Date, or (2)
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 the Indenture. Payment of the principal of and interest, if any, on this Note
will be made at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or at any other place in the Borough of
Manhattan, The City of New York, designated by the Company for such purpose,
and, if the Specified Currency is U.S. dollars, 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
B-5
address shall appear in the Security Register, and provided, further that, if
the Holder hereof is the Holder of U.S. $1,000,000 (or the equivalent thereof in
a currency other than U.S. dollars determined as provided on the reverse hereof)
or more in aggregate principal amount of Notes having the same Interest Payment
Dates, at the option of the Company, such U.S. dollar interest payments will be
made by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the Trustee not less than
15 days prior to the applicable payment date. Any wire instructions received by
the Trustee shall remain in effect until revoked by the Holder. Simultaneously
with any election by the Holder hereof to receive payments in respect hereof in
the Specified Currency (if other than U.S. dollars), such Holder shall provide
appropriate wire transfer instructions to the Trustee and all such payments will
be made by wire transfer of immediately available funds to an account maintained
by the payee with a bank located outside the United States.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency or, if the Specified Currency is euros, the day is also a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System, or any successor system, is open for business.
For the purposes of this Note, "Principal Financial Center" means:
(1) the capital city of the country issuing the Specified Currency, or
(2) the capital city of the country to which the LIBOR Currency relates,
except, in each case, that with respect to United States dollars,
Australian dollars, Canadian dollars, South African rand and Swiss francs,
the "Principal Financial Center" will be The City of New York, Sydney,
Toronto, Johannesburg, Zurich, London (solely in the case of the LIBOR
Currency) and Melbourne (solely in the case of the Specified Currency),
respectively.
[The indebtedness evidenced by this Note is, to the extent set forth in the
Indenture, expressly subordinated and subject in right of payment to the prior
payment in full of Senior Indebtedness as defined in the Indenture, and this
Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in such Holder's behalf to take such action
as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in the Indenture and appoints the Trustee as such
Holder's attorney-in-fact for any and all such purposes.]
If this Note is an Amortizing Note as shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, a portion or all the
principal amount of the Note is payable prior to Stated Maturity in accordance
with a schedule, by application of a formula, or by reference to an index (as
described above).
The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above. If the Specified Currency shown
above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described below. The
Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by notifying the participant of the
depositary through which its interest is held, or, in the case of certificated
notes, the Trustee, at its office in the Borough of Manhattan, The City of New
York, or at such other place in the Borough of Manhattan, The City of New York,
as the Company may designate, on or before the applicable Record Date, in the
case of a payment of interest, and on or before the sixteenth day, whether or
not a Business Day, before its Stated Maturity, in the case of principal or
premium, of the Holder's election to receive all or a portion of any payment in
a Specified Currency. In the case of book-entry notes, the participant must
notify the depositary of any election on or before the third Business Day after
the Record Date. The depositary or the Trustee, as applicable, will notify the
Paying Agent of the election on or before the fifth Business Day after the
Record Date. If complete instructions are received by the participant and
forwarded to the depositary, and forwarded by the depositary to the Paying
Agent, on or before the relevant dates, the beneficial owner of this Note will
receive payments in the Specified Currency. Such election will remain in effect
until revoked by written notice to the Trustee received not later than fifteen
calendar days prior to the applicable payment date. If the Company determines
that the Specified Currency is not available for making
B-6
payments in respect hereof due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions or within the international banking
community, then the Holder hereof may not so elect to receive payments in the
Specified Currency, and any such outstanding election shall be automatically
suspended, and payments shall be in U.S. dollars, until the Company determines
that the Specified Currency is again available for making such payments.
Notwithstanding the foregoing, if an Addendum is attached hereto this Note
as specified above, this Note shall be subject to the terms set forth in such
Addendum.
Reference is hereby made to the further provisions of this Note set forth
below, 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 or its duly appointed co-authenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
-------------------------
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to) issued and to be issued pursuant to
such Indenture. This Security is one of a series designated by the Company as
its Medium-Term [Senior] [Subordinated] Notes, Series [D] [A] (the "Notes"). The
Indenture does not limit the aggregate principal amount of the Notes or the
Securities.
The Company issued this Note pursuant to an Indenture, dated as of [April
l, 1998] [January 20, 1999] (herein called the "Indenture" which term, for the
purpose of this Note, shall include [the Second Supplemental Indenture dated
April 21, 2005] [the Officers' Certificate dated June 30, 1999, delivered
pursuant to Sections 201 and 301 of the Indenture, the First Supplemental
Indenture dated March 6, 2002, and the Second Supplemental Indenture dated April
21, 2005]), 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 Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. The U.S. dollar equivalent of the public offering price or
purchase price of Notes denominated in currencies other than U.S. dollars will
be determined by The Bank of New York, as exchange rate agent for the Notes (the
"Exchange Rate Agent") pursuant to the Exchange Rate Agency Agreement, dated as
of April 21, 2005, between the Company and the Exchange Rate Agent.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 (if the Specified Currency is U.S. Dollars) and any
amount in excess thereof which is an integral multiple of $1,000 (if the
Specified Currency is U.S. Dollars). 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 like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where Notes may be presented for registration of transfer.
Floating Rate and Index Rate Notes
----------------------------------
The interest rate borne by this Note will be determined as follows:
(i) Unless this Note is specified on the face hereof as being a
"Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate Note", or the
face hereof specifies that an Addendum hereto applies, in each case,
relating to a different interest rate formula, this Note shall be
designated as a "Regular Floating Rate Note" and, except as set forth below
or specified on the face hereof or in an Addendum hereto, shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases (a) plus or minus the Spread, if any, and/or (b)
multiplied by the Spread Multiplier, if any, in each case as specified on
the face hereof. Commencing on the first Interest Reset Date or Optional
Reset Date, if any, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date and Optional Reset
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Date elected by the Company, if any, specified on the face hereof,
provided, however, that the interest rate in effect for the period, from
the Original Issue Date to the first Interest Reset Date, or Optional Reset
Date, if applicable, shall be the Initial Interest Rate.
(ii) If this Note is specified on the face hereof as being a
"Floating Rate/Fixed Rate Note", then, except as set forth below or
specified on the face hereof or in an Addendum hereto, this Note shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or
(b) multiplied by the applicable Spread Multiplier, if any, in each case as
specified on the face hereof. Commencing on the first Interest Reset Date
or Optional Reset Date, if any, the rate at which interest on this Note
shall be payable shall be reset as of each Interest Reset Date and Optional
Reset Date elected by the Company, if any; provided, however, that (y) the
interest rate in effect for the period from the Original Issue Date to the
first Interest Reset Date shall be the Initial Interest Rate and (z) the
interest rate in effect (the "Fixed Interest Rate") for the period
commencing on the Fixed Rate Commencement Date specified on the face hereof
to the Stated Maturity shall be the Fixed Interest Rate specified on the
face hereof or, if no such Fixed Interest Rate is specified, the interest
rate in effect hereon on the day immediately preceding the Fixed Rate
Commencement Date.
(iii) If this Note is specified on the face hereof as being an
"Inverse Floating Rate Note", then, except as set forth below or specified
on the face hereof or in an Addendum hereto, this Note shall bear interest
at the Fixed Interest Rate specified on the face hereof minus the rate
determined by reference to the applicable Interest Rate Basis or Bases (a)
plus or minus the applicable Spread, if any, and/or (b) multiplied by the
applicable Spread Multiplier, if any, in each case as specified on the face
hereof, provided, however, that, unless otherwise specified on the face
hereof or in an Addendum hereto, the interest rate hereon shall not be less
than zero. Commencing on the first Interest Reset Date or Optional Reset
Date elected by the Company, if any, the rate at which interest on this
Note shall be payable shall be reset as of each Interest Reset Date and
Optional Reset Date elected by the Company, if any; provided, however, that
the interest rate in effect for the period from the Original Issue Date to
the first Interest Reset Date, or Optional Reset Date elected by the
Company shall be the Initial Interest Rate.
Except as set forth above or specified on the face hereof or in an Addendum
hereto, the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the
next succeeding Business Day, except that if LIBOR is an applicable Interest
Rate Basis and such Business Day falls in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day. In
addition, if the Treasury Rate is an applicable Interest Rate Basis and the
Interest Determination Date would otherwise fall on an Interest Reset Date, then
such Interest Reset Date will be postponed to the next succeeding Business Day.
The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be the rate determined by the Calculation
Agent as of the applicable Interest Determination Date and will be calculated by
the Calculation Agent on or prior to the Calculation Date (as defined below),
except with respect to LIBOR and the Eleventh District Cost of Funds Rate, which
will be calculated on such Interest Determination Date. The "Interest
Determination Date" with respect to the CD Rate, the CMT Rate, the Commercial
Paper Rate, the Federal Funds Rate and the Prime Rate will be the second
Business Day immediately preceding the applicable Interest Reset Date; the
"Interest Determination Date" with respect to the Eleventh District Cost of
Funds Rate shall be the last Business Day of the month immediately preceding the
applicable Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as defined below);
and the "Interest Determination Date" with respect to LIBOR shall be the second
London Business Day immediately preceding the applicable Interest Reset Date,
unless the Designated LIBOR Currency is British pounds sterling, in which case
the "Interest Determination Date" will be the applicable Interest Reset Date.
The "Interest Determination Date" with respect to the Treasury Rate shall be the
day on which Treasury Bills (as defined below) are normally auctioned in the
week in which the applicable Interest Reset Date falls (Treasury Bills are
normally sold at an auction held on Monday of each week, unless such Monday is a
legal holiday, in which case the auction is normally held on the immediately
succeeding Tuesday, although such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of the week
preceding the applicable Interest Reset Date,
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the "Interest Determination Date" shall be such preceding Friday; provided,
further, that if the Interest Determination Date would otherwise fall on an
Interest Reset Date then such Interest Reset Date will be postponed to the next
succeeding Business Day. If the interest rate of this Note is determined with
reference to two or more Interest Rate Bases specified on the face hereof, the
"Interest Determination Date" pertaining to this Note shall be the most recent
Business Day which is at least two Business Days prior to the applicable
Interest Reset Date on which each Interest Rate Basis is determinable. Each
Interest Rate Basis shall be determined as of such date, and the applicable
interest rate shall take effect on the related Interest Reset Date.
Unless otherwise specified on the face hereof or in an Addendum hereto, the
rate with respect to each Interest Rate Basis will be determined by the
Calculation Agent in accordance with the applicable provisions below.
CD Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified on the face hereof as published in H.15(519)
(as defined below) under the heading "CDs (secondary market)" or, if not
published by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on such CD Rate Interest Determination Date for negotiable United States
dollar certificates of deposit of the Index Maturity specified on the face
hereof as published in H.15 Daily Update (as hereinafter defined), or such other
recognized electronic source used for the purpose of displaying such rate, under
the heading "CDs (secondary market).". If such rate is not yet published in
H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by the Calculation
Agent specified on the face hereof and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such CD
Rate Interest Determination Date, of three leading nonbank dealers in negotiable
United States dollar certificates of deposit in The City of New York (which may
include the agents or their respective affiliates (the "Agents," which term, as
used herein, includes their respective successors) or their affiliates) selected
by the Calculation Agent for negotiable United States dollar certificates of
deposit of major United States money market banks for negotiable United States
dollar certificates of deposit with a remaining maturity closest to the Index
Maturity specified on the face hereof in an amount that is representative for a
single transaction in that market at that time; provided, however, that if the
dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the CD Rate determined as of such CD Rate Interest Determination
Date will be the CD Rate in effect on such CD Rate Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as such, 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 world-wide-web site of the Board of Governors of the Federal Reserve System
at xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxx/x00xxxxxx, or any successor site or
publication.
CMT Rate. If an Interest Rate Basis for this Note is specified on the face
hereof as the CMT Rate, the CMT Rate shall be determined as of the applicable
Interest Determination Date (a "CMT Rate Interest Determination Date") as the
rate displayed on the Designated CMT Moneyline Telerate Page (as defined below)
under the caption "...Treasury Constant Maturities...Federal Reserve Board
Release H.15...Mondays Approximately 3:45 P.M.", under the column for the
Designated CMT Maturity Index (as defined below) for (i) if the Designated CMT
Moneyline Telerate Page is 7051, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Moneyline Telerate Page is
7052, the weekly or monthly average, as specified on the face hereof, for the
week or the month, as applicable, ended immediately preceding the week or the
month, as applicable, in which the related CMT Rate Interest Determination Date
falls. If such rate is no longer displayed on the relevant page or is not so
displayed by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such CMT Rate Interest Determination Date will be such
treasury constant maturity rate for the Designated CMT Maturity Index as
published in H.15(519). If such rate is no longer published or is not so
published by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate on such CMT Rate Interest Determination Date will be such
treasury constant maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index) for the CMT
Rate Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve System
or the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated CMT
Moneyline Telerate Page and published in H.15(519). If such
B-9
information is not so provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate on the CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity,
based on the arithmetic mean of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers in The City of New
York (which may include the Agents or their affiliates) (each, a "Reference
Dealer") selected by the Calculation Agent (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury Notes") with
an original maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. If the Calculation Agent is unable to obtain three such Treasury
Note quotations, the CMT Rate on such CMT Rate Interest Determination Date will
be calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market offered rates as of approximately
3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of
three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least U.S. $100 million. If
three or four (and not five) of such Reference Dealers are quoting as described
above, then the CMT Rate will be based on the arithmetic mean of the offered
rates obtained and neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as mentioned herein, the CMT Rate
determined as of such CMT Rate Interest Determination Date will be the CMT Rate
in effect on such CMT Rate Interest Determination Date. If two Treasury Notes
with an original maturity as described in the second preceding sentence have
remaining terms to maturity equally close to the Designated CMT Maturity Index,
the Calculation Agent will obtain quotations for the Treasury Note with the
shorter remaining term to maturity.
"Designated CMT Moneyline Telerate Page" means the display on Moneyline
Telerate (or any successor service) on the page specified on the face hereof (or
any other page as may replace such page on such service) for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519) or, if no such
page is specified on the face hereof, page 7052.
"Designated CMT Maturity Index" means the original period to maturity of
the U. S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated or if no such maturity is specified on the face hereof, 2 years.
Commercial Paper Rate. If an Interest Rate Basis for this Note is specified
on the face hereof as the Commercial Paper Rate, the Commercial Paper Rate shall
be determined as of the applicable Interest Determination Date (a "Commercial
Paper Rate Interest Determination Date") as the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading
"Commercial Paper- Nonfinancial" or, if not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the Money Market Yield of the rate
on such Commercial Paper Rate Interest Determination Date for commercial paper
having the Index Maturity as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate, under
the caption "Commercial Paper-Nonfinancial." If such rate is not yet published
in H.15(5I9), H.15 Daily Update or another recognized electronic source by 3:00
P.M., New York City time, on the related Calculation Date, then the Commercial
Paper Rate on such Commercial Paper Rate Interest Determination Date will be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates at approximately 11:00 A.M., New York City
time, on such Commercial Paper Rate Interest Determination Date of three leading
dealers of United States dollar commercial paper in The City of New York (which
may include the Agents or their affiliates) selected by the Calculation Agent
for commercial paper having the Index Maturity specified on the face hereof
placed for industrial issuers whose bond rating is "Aa", or the equivalent, from
a nationally recognized statistical rating organization; provided, however, that
if the dealers so selected by the Calculation Agent are not quoting as mentioned
in this sentence, the Commercial Paper Rate determined as of such Commercial
Paper Rate Interest Determination Date will be the Commercial Paper Rate in
effect on such Commercial Paper Rate Interest Determination Date.
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"Money Market Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:
D x 360 x 100
--------------
Money Market Yield = 360-(DxM)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the applicable Interest Reset Period.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for this
Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date"), as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "11th District" on the display on Moneyline Telerate
(or any successor service) on page 7058 (or any other page as may replace such
page on such service) ("Moneyline Telerate Page 7058") as of 11:00 A.M., San
Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Moneyline Telerate Page 7058
on such Eleventh District Cost of Funds Rate Interest Determination Date, then
the Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds
Rate Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date. If the
FHLB of San Francisco fails to announce the Index on or prior to such Eleventh
District Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding such Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate determined as of
such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.
Federal Funds Rate. If an Interest Rate Basis for this Note is specified on
the face hereof as the Federal Funds Rate, the Federal Funds Rate shall be
determined as of the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date") as the rate on such date for United States
dollar federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)", as such rate is displayed on Moneyline Telerate (or any successor
service) on page 120 (or any other page as may replace such page on such
service) ("Moneyline Telerate Page 120"), or, if such rate does not appear on
Moneyline Telerate Page 120 or is not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Federal Funds Rate
Interest Determination Date for United States dollar federal funds as published
in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the heading "Federal Funds (Effective)."
If such rate does not appear on Moneyline Telerate Page 120 or is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source by 3:00 P.M., New York City time, on the related Calculation Date, then
the Federal Funds Rate on such Federal Funds Rate Interest Determination Date
shall be calculated by the Calculation Agent and will be the arithmetic mean of
the rates for the last transaction in overnight United States dollar federal
funds arranged by three leading brokers of United States dollar federal funds
transactions in The City of New York (which may include the Agents or their
affiliates) selected by the Calculation Agent, prior to 9:00 A.M., New York City
time, on such Federal Funds Rate Interest Determination Date; provided, however,
that if the brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of such Federal
Funds Rate Interest Determination Date will be the Federal Funds Rate in effect
on such Federal Funds Rate Interest Determination Date.
LIBOR. If an Interest Rate Basis for this Note is specified on the face
hereof as LIBOR, LIBOR shall be determined as of the applicable Interest
Determination Date (a "LIBOR Interest Determination Date") in accordance with
the following provisions:
(i)(a) if "LIBOR Reuters" is specified on the face 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
will be used) for deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face hereof, 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., Xxxxxx
X-00
time, on such LIBOR Interest Determination Date, or (b) if "LIBOR Telerate"
is specified on the face hereof or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified on the face hereof as the method for calculating
LIBOR, the rate for deposits in the Designated LIBOR Currency having the
Index Maturity specified on the face 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 so appear, or if no such rate so appears, as applicable,
LIBOR on such LIBOR Interest Determination Date shall be determined in
accordance with the provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as the case may
be, on the Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent shall request the principal London offices of each of
four major reference banks (which may include affiliates of the Agents) in
the London interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for deposits in
the Designated LIBOR Currency for the period of the Index Maturity,
commencing on the applicable Interest Reset Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in the Designated LIBOR Currency in
such market at such time. If at least two such quotations are so provided,
then LIBOR on such LIBOR Interest Determination Date will be the arithmetic
mean of such quotations. If fewer than two such quotations are so provided,
then LIBOR on such LIBOR Interest Determination Date will be the arithmetic
mean of the rates quoted at approximately 11:00 A.M., in the applicable
Principal Financial Center, on such LIBOR Interest Determination Date by
three major banks (which may include affiliates of the Agents) in such
Principal Financial Center selected by the Calculation Agent for loans in
the Designated LIBOR Currency to leading European banks, having the Index
Maturity specified on the face hereof and in a principal amount that is
representative for a single transaction in the Designated LIBOR Currency in
such market at such time; provided, however, that if the banks so selected
by the Calculation Agent are not quoting as mentioned in this sentence,
LIBOR determined as of such LIBOR Interest Determination Date shall be
LIBOR in effect on such LIBOR Interest Determination Date.
"Designated LIBOR Currency" means the currency specified on the face hereof
as to which LIBOR shall be calculated or, if no such currency is specified on
the face hereof, United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the Designated LIBOR Currency, or (b)
if "LIBOR Telerate" is specified on the face hereof or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the display on Moneyline Telerate (or any successor service)
on the page specified on the face hereof (or any other page as may replace such
page on such service) for the purpose of displaying the London interbank rates
of major banks for the Designated LIBOR Currency.
Prime Rate. If an Interest Rate Basis for this Note is specified on the
face hereto as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
caption "Bank Prime Loan", or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such Prime Rate Interest
Determination Date as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Bank Prime Loan." If such rate is not yet published in H.15(519), H.15
Daily Update or another recognized electronic source by 3:00 P.M., New York City
time, on the related Calculation Date, the Prime Rate shall be the arithmetic
mean of the rates of interest publicly announced by at least four banks that
appear on the Reuters Screen US PRIME 1 Page (as defined below) as such bank's
prime rate or base lending rate as of 11:00 A.M., New York City time, on such
Prime Rate Interest Determination. If fewer than four such rates so appear on
the Reuters Screen US PRIME 1 Page for such Prime Rate Interest Determination
Date, the Prime Rate shall be the arithmetic mean of the prime rates or base
lending rates quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by three major banks (which may include affiliates
of the Agents) in The City of New York; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as
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mentioned in this sentence, the Prime Rate determined as of such Prime Rate
Interest Determination Date will be the Prime Rate in effect on such Prime Rate
Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuters Monitor
Money Rates Service (or any successor service) on the "US PRIME 1" page (or such
other page as may replace the US PRIME 1 page on such service) for the purpose
of displaying prime rates or base lending rates of major United States banks.
Treasury Rate. If an Interest Rate Basis for this Note is specified on the
face hereof as the Treasury Rate, the Treasury Rate shall be determined as of
the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date"), as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified above 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 such page on
such service) ("Telerate Page 56") or page 57 (or any other page as may replace
such page on such service) ("Telerate Page 57") or, if not so published by 3:00
P.M., New York City time, on the related Calculation Date, the Bond Equivalent
Yield (as hereinafter defined) of the rate for such Treasury Bills as published
in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "U.S. Government
Securities/Treasury Bills/Auction High" or, if not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the Bond Equivalent Yield
of the auction rate of such Treasury Bills as announced by the United States
Department of the Treasury. In the event that the auction rate of Treasury Bills
having the Index Maturity specified above is not so announced by the United
States Department of the Treasury, or if no such auction is held, then the
Treasury Rate will be the Bond Equivalent Yield of the rate on such Treasury
Rate Interest Determination Date of Treasury Bills having the Index Maturity
specified above as published in H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market" or, if not yet published by 3:00
P.M., New York City time, on the related Calculation Date, the rate on such
Treasury Rate Interest Determination Date of such Treasury Bills as published in
H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market." If such rate is not yet published
in H.15(519), H.15 Daily Update or another recognized electronic source, then
the Treasury Rate will be calculated by the Calculation Agent and 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 Rate
Interest Determination Date, of three primary United States government
securities dealers (which may include the Agents or their affiliates) selected
by the Calculation Agent, for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified on the face hereof; provided,
however, that if the dealers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Treasury Rate determined as of such
Treasury Rate Interest Determination Date will be the Treasury Rate in effect on
such Treasury Rate Interest Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
DxN
--------------
Bond Equivalent Yield = 360-(DxM) x 100
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers 365 or 366, as the case may be, and "M" refers
to the actual number of days in the applicable Interest Reset Period.
Index Notes. If an Interest Rate Basis for this Note is specified on the
face hereof as Other, or an Index Rate, that Interest Rate Basis shall be
determined in accordance with an addendum hereto.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, in each case as specified on the face hereof. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.
The "Calculation Date", if applicable, pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity, as the case may be. At the
request of the Holder hereof or, if this Note is in book-entry form, the
B-13
beneficial owner hereof, the Trustee will provide to such Holder or beneficial
owner, as the case may be, the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as a result of a
determination made for the next succeeding Interest Reset Date.
Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such day shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the Treasury Rate
is an applicable Interest Rate Basis. Unless otherwise specified as the Day
Count Convention on the face hereof, the interest factor for this Note, if the
interest rate hereon is calculated with reference to two or more Interest Rate
Bases, shall be calculated in each period in the same manner as if only the
applicable Interest Rate Basis specified on the face hereof applied.
All percentages resulting from any calculation on this Note (other than
percentages used in the calculation of the accrued interest factor and accrued
interest) shall be rounded to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards, and all
amounts used in or resulting from such calculation on this Note shall be
rounded, in the case of United States dollars, to the nearest cent or, in the
case of a Specified Currency other than United States dollars, to the nearest
unit. For purposes of rounding, .005 shall be rounded upwards.
Subsequent Interest Periods
---------------------------
If so specified on the face hereof or in an addendum hereto, the Interest
Rate, Spread, Spread Multiplier or method of calculation, as the case may be, on
this Note may be reset by the Company on the date or dates specified on the face
hereof or in an addendum hereto or delivered herewith (each an "Optional Reset
Date"). Not later than 40 days prior to each Optional Reset Date, the Trustee
will mail to the Holder of this Note a notice (the "Reset Notice"), first class,
postage prepaid, indicating whether the Company has elected to reset the
Interest Rate, Spread, Spread Multiplier or method of calculation, as the case
may be, and if so, (i) such new Interest Rate, Spread, Spread Multiplier or
method of calculation, and (ii) the provisions, if any, for redemption during
the period from such Optional Reset Date to the next Optional Reset Date, or, if
there is no such next Optional Reset Date, to the Stated Maturity of this Note
(each such period, a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period. Upon the
transmittal by the Trustee of a Reset Notice to the holder of a Note, such new
Interest Rate, Spread, Spread Multiplier or method of calculation, as the case
may be, shall take effect automatically. Except as modified by the Reset Notice
and as described below, such Note will have the same terms as prior to the
transmittal of such Reset Notice. Notwithstanding the foregoing, not later than
20 days prior to an Optional Reset Date, the Company may, at its option, revoke
the Interest Rate, Spread or Spread Multiplier provided for in the Reset Notice
and establish a higher Interest Rate, Spread or Spread Multiplier for the
Subsequent Interest Period by causing the Trustee to mail notice of such higher
Interest Rate, Spread or Spread Multiplier to the Holder of this Note. Such
notice shall be irrevocable. All Notes with respect to which the Interest Rate,
Spread or Spread Multiplier is reset on an Optional Reset Date will bear such
higher Interest Rate, Spread or Spread Multiplier whether or not tendered for
repayment.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
Indexed Principal Notes
-----------------------
If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement is determined by
reference to the amount designated on the face hereof or in an addendum
B-14
hereto as the face amount of this Note and by reference to the Index as
described on the face hereof or in an addendum hereto. If this Note is an
Indexed Principal Note, the principal amount payable at Stated Maturity or any
earlier redemption or repayment of this Note may be different from the face
amount.
If a third party is appointed to calculate or announce the Index for a
particular Indexed Principal Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agents or their respective affiliates may
be either the original or successor third party selected by the Company.
If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed principal amount of such Indexed Principal Note will be
calculated in the manner set forth in the applicable pricing supplement. Any
determination by the selected third party will be binding on all parties, except
in the case of an obvious error.
Specified Currency
------------------
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.
Payments in Currencies Other than the Specified Currency
--------------------------------------------------------
Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the noon buying
rate in New York City for cable transfers, in the Specified Currency, as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") as of the second Business Day preceding that day, or if
such Market Exchange Rate is unavailable, the most recently available Market
Exchange Rate for such currency, or as otherwise indicated on the face hereof or
in the pricing supplement attached hereto or delivered herewith. Any payment
made under such circumstances in U.S. dollars will not constitute an Event of
Default under the Indenture.
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of the European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
B-15
Dual Currency Notes
-------------------
If this Note is specified on the face hereof or in an addendum hereto as a
Dual Currency Note, the Company may have a one time option, exercisable on one
or more dates (each, an "Option Election Date"), with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an Option Election Date, which will be
any one of the dates specified on the face hereof or in an addendum hereto.
If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in an addendum hereto or delivered herewith. If
such election is made, notice of such election shall be mailed in accordance
with the terms of the applicable Tranche of Dual Currency Notes within two
Business Days of the Option Election Date and shall state (i) the first date,
whether an Interest Payment Date and/or Stated Maturity, on which scheduled
payments in the Optional Payment Currency will be made and (ii) the Designated
Exchange Rate. Any such notice by the Company, once given, may not be withdrawn.
The equivalent value in the Specified Currency of payments made after such an
election may be less, at the then current exchange rate, than if the Company had
made such payment in the Specified Currency.
Renewable Notes
---------------
If this Note is specified on the face hereof or in an addendum hereto as a
Renewable Note, this Note will mature on an Interest Payment Date occurring in
or prior to the twelfth month following the Original Issue Date of this Note
(the "Initial Stated Maturity"), unless the term of all or any portion of this
Note is renewed in accordance with the following procedures.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Stated Maturity of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due and payable on the
Interest Payment Date occurring in the sixth month (or the last month in the
Special Election Interval) after such Renewal Date (the "New Maturity Date").
The Holder may elect to renew the term of this Note or if so specified, any
portion thereof, by delivering a notice to such effect to the Trustee (or any
duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in The City of New York not less than 15 nor more than 30
days prior to such Renewal Date. Such election will be irrevocable and will be
binding upon each subsequent Holder of this Note. An election to renew the term
of this Note may be exercised with respect to less than the entire principal
amount of this Note only if so specified on the face hereof or in an addendum
hereto and then only in such principal amount, or any integral multiple in
excess of such amount, as is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith. Notwithstanding the foregoing,
the term of this Note may not be extended beyond the Stated Maturity specified
for this Note on the face hereof or in an addendum hereto.
If the Holder does not elect to renew the term, this Note must be presented
to the Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed paying agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Note for which
no election to renew the term thereof was exercised, with terms identical to
those specified on such exchanged Note (except that such Note shall have a
fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an
election to renew is made with respect to less than the full principal amount of
such Holder's Note, the Trustee, or any duly appointed paying agent, shall issue
in
B-16
exchange for such Note in the name of such Holder, a replacement Renewable Note,
in a principal amount equal to the principal amount of such exchanged Note for
which the election to renew was made, with terms otherwise identical to the
exchanged Note.
Extension of Maturity
---------------------
If so specified on the face hereof or in an addendum hereto, the Maturity
of this Note may be extended at the option of the Company for one or more
periods of whole years specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith (each an "Extension Period") from one to
five, up to but not beyond the date (the "Final Maturity") set forth on the face
hereof or in an addendum hereto. The Company may exercise such option by
notifying the Trustee for this Note at least 45 but not more than 60 days prior
to the old Stated Maturity of this Note. If the Company exercises such option,
the Trustee will mail to the Holder of this Note not later than 40 days prior to
the old Stated Maturity a notice (the "Extension Notice") first class, postage
prepaid indicating (i) the election of the Company to extend the Stated
Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate applicable to
the Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period including the date or dates on which, or the period or periods
during which, and the price or prices at which such redemption may occur during
the extension period.
Upon the Trustee's mailing of the Extension Notice, the Stated Maturity of
this Note shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Note will have the
same terms as prior to the mailing of such Extension Notice. Notwithstanding the
foregoing, not later than 20 days prior to the old Stated Maturity of this Note,
the Company may, at its option, revoke the Interest Rate provided for in the
Extension Notice and establish a higher Interest Rate for the Extension Period
by causing the Trustee to mail notice of such higher Interest Rate, first class,
postage prepaid to the Holder of this Note. Such notice shall be irrevocable.
All Notes with respect to which the Stated Maturity is extended will bear such
higher Interest Rate for the extension period, whether or not tendered for
repayment.
If the Company extends the Stated Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the old Stated Maturity, and except that if the
Holder has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment
until the close of business on the tenth day before the old Stated Maturity.
Optional Redemption, Repayment and Repurchase
---------------------------------------------
This Note will be subject to redemption at the option of the Company on any
date on or after the first Optional Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
(if the Specified Currency is U.S. dollars) or such other increment specified on
the face hereof under Authorized Denomination (if the Specified Currency is not
U.S. dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at the Redemption Price (as defined below), together with unpaid interest
accrued thereon to the date fixed for redemption (the "Redemption Date"), on
written notice given to the Holder hereof (in accordance with the provisions of
the Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. The "Redemption Price" shall be the Initial Redemption
Percentage specified on the face hereof (as adjusted by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof as set forth below)
multiplied by the unpaid principal amount of this Note to be redeemed. The
Initial Redemption Percentage, if any, shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage Reduction, if any,
until the Redemption Price is equal to 100% of the unpaid principal amount to be
redeemed. Whenever less than all of the Notes of like tenor and terms are to be
redeemed, the Notes to be redeemed and the Holders thereof shall be selected by
the Trustee by such method as the Trustee shall deem fair and reasonable. In the
event of redemption of this Note in part only, a new Note of like tenor and
otherwise having the same terms as this Note for the unredeemed portion hereof
shall be issued by the Company in the name of the Holder hereof, without charge,
upon the presentation and surrender hereof.
B-17
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$l,000 (if
the Specified Currency is U.S. dollars) or such other increment specified on the
face hereof under Authorized Denomination (if the Specified Currency is not U.S.
dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(the "Repayment Date"). For this Note to be repaid, the Trustee must receive at
its office, currently located at 000 Xxxxxxx Xxxxxx, 00 Xxxx, Xxx Xxxx, Xxx
Xxxx, or at any other place in the Borough of Manhattan, The City of New York,
as the Company may designate, not more than 60 nor less than 30 calendar days
prior to the Repayment Date, (i) in the case of a certificated note, such
certificated note and the form thereon entitled "Option to Elect Repayment" duly
completed or (ii) in the case of a book-entry note, instructions to such effect
from the applicable Beneficial Owner to the Depositary and forwarded by the
Depositary. Exercise of such repayment option by the Holder hereof will be
irrevocable. In the event of repayment of this Note in part only, a new Note of
like tenor and terms for the unrepaid portion hereof and otherwise having the
same terms as this Note shall be issued by the Company in the name of the Holder
hereof without charge, upon the presentation and surrender hereof.
If this Note is specified on the face hereof to be a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity of this Note will be equal to the sum of (1) the
Issue Price specified on the face hereof plus any accruals of the Discount, as
defined below, and, in the event of any redemption of this Note (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by the Annual
Redemption Percentage Reduction, if applicable) and (2) any unpaid interest
accrued thereon to the Redemption Date, Repayment Date or date of acceleration
of maturity, as the case may be. The difference between the Issue Price and 100%
of the principal amount of this Note is referred to herein as the "Discount."
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on this Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence. The Company shall be
responsible for determining, directly or through an agent, the amount of any
accrued Discount on this Note.
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
Notes shall relate, in the case of any Notes redeemed or to be redeemed by the
Company only in part, to the portion of that principal amount of such Notes that
has been or is to be so redeemed.
Events of Default
-----------------
If an Event of Default with respect to the 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.
Amendment of Indenture
----------------------
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Notes. The Indenture
also permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations under the Indenture of the
Company and the rights of 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 not less than a majority in principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series, on behalf of the Holders of
all the 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
B-18
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,
subject to the provisions for satisfaction and discharge in Article Four, of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
Defeasance
----------
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or U.S. Government Obligations with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed to
have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of principal
and interest at the Stated Maturity or Redemption Date, as the case may be.
Transfer of Notes
-----------------
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Notes is registrable in the Security Register, upon
surrender of a Note for registration of transfer at the Corporate Trust Office
of the Trustee or at the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, or at such other offices or agencies in the
Borough of Manhattan, The City of New York, as the Company may designate, 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 like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
Transfers of ownership interests in a Global Note representing Notes in
book-entry form are to be accomplished by entries made on the books of
participants of the depositary acting on behalf of beneficial owners.
No service charge shall be made by the Company, the Trustee or the Security
Registrar 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 (other than exchanges pursuant to
Sections 304, 906 or 1107 of the Indenture not involving any transfer or as
provided in the Indenture).
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.
Governing Law
-------------
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York, including, without
limitation, Section 5-1401 of the New York General Obligations Law.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture. If "OTHER" is
specified under "INTEREST RATE BASIS OR BASES" above, references herein to "this
Note," "hereof," "herein," and comparable terms shall include the addendum
hereto that specifies the applicable Interest Rate Basis or Bases.
B-19
IN WITNESS WHEREOF, Occidental Petroleum Corporation has caused this
Instrument to be signed by the signature or facsimile signature of its Chairman
of the Board, President, a Vice President, its Treasurer or an Assistant
Treasurer and attested by its Secretary or an Assistant Secretary by his or her
signature or a facsimile thereof, and its corporate seal or a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
(SEAL) OCCIDENTAL PETROLEUM CORPORATION
By:
-----------------------------------------
Title:
Attest:
-----------------------------------------
B-20
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 . . . . . .. . . . . .
(Cust.) (Minor)
TEN ENT - as tenants by the entireties Under Uniform Gifts to Minor Act
JT TEN - as joint tenants with right of survivor ..............................................................
ship and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
----------------------
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification Number of Assignee
------------------------------------
- -
------------------------------------
--------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated:
---------------------------------- -----------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
B-21
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to, but not including, the Repayment Date, to the
undersigned, at:
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its office in the
Borough of Manhattan, The City of New York, currently located 000 Xxxxxxx
Xxxxxx, 00 West, or at any other place in the Borough of Manhattan, The City of
New York, as the Company may designate, not more than 60 nor less than 30
calendar days prior to the Repayment Date, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 or other
Authorized Denomination specified on the face hereof (provided that any
remaining principal amount shall be at least U.S.$100,000 or the minimum
Authorized Denomination)) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S.$100,000 or the minimum
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
----------------------------------------
Principal amount to be repaid: $ Notice: The signature(s) on this must
correspond with the name(s) as written
Option to Elect Repayment Date: upon the face of this Note in every
particular, without alteration or
enlargement or any change whatsoever.
----------------------------------------
Dated:
---------------------------------- -----------------------------------
Signature
B-22
[Form of Global Discount Registered Security - United States]
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
NO. FXR- MEDIUM-TERM [SENIOR] [SUBORDINATED] PRINCIPAL AMOUNT:
NOTE, SERIES [D] [A] U.S.$
(Discount) CUSIP:
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or to such other
entity 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.
Pursuant to Proposed Treasury Regulation Section 1.1275-3, (a) the amount
of the original issue discount on this security is as specified below, (b) the
original issue date is as specified below, (c) the yield to maturity; computed
under the approximate method, is as specified below, and (d) the amount of the
original issue discount allocable to the short accrual period occurring between
and is $
Issue Price: Original Issue Date:
Interest Rate: Stated Maturity:
Original Issue Discount:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Exchange Rate Agent:
Dual Currency Note: [ ] Yes (see addendum) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Indexed Principal Note: [ ] Yes (see addendum) [ ] No
Interest Rate Reset: [ ] The Interest Rate may not be changed prior to
Stated Maturity.
[ ] The Interest Rate may be changed prior to
Stated Maturity (see addendum).
EXHIBIT C
Optional Reset Dates (if applicable):
Amortizing Note: [ ] Yes [ ] No
Amortization Schedule:
Optional Redemption: [ ] Yes [ ] No
Optional Redemption Date(s):
Initial Redemption Percentage : ___%
Annual Redemption Percentage Reduction: ___%
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Date(s):
Discount Note:: [ ] Yes [ ] No
Issue Price: ___%
Yield to Maturity:
Optional Extension of Stated Maturity: [ ] Yes [ ] No
Final Maturity:
Renewable Note: [ ] Yes (see addendum) [ ] No
Addendum Attached: [ ] Yes [ ] No
-----------------
Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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, as Trustee
By:. . . . . . . . . . . . . . . .
Authorized Signatory
C-2
OCCIDENTAL PETROLEUM CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the face amount hereof, or, in the case of an Indexed Principal Note, the face
amount hereof, adjusted by reference to prices, changes in prices, or
differences between prices, of securities, currencies, intangibles, goods,
articles or commodities or by such other objective price, economic or other
measures (an "Index") as described on the face hereof or in the pricing
supplement attached hereto or delivered herewith (the "principal" or "principal
amount"), in the Specified Currency specified above on the Stated Maturity
specified above (unless and to the extent earlier redeemed or repaid prior to
such Stated Maturity) and to pay interest on the principal amount then
outstanding at the Interest Rate shown above from the Original Issue Date
specified above or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on
____________________ and _______________________, in each year, commencing with
the first Interest Payment Date next succeeding the Original Issue Date, at the
rate per annum set forth above, until the principal amount hereof is paid or
made available for payment; provided, however, that if the Original Issue Date
of this Note is between a Regular Record Date (as defined below) and the related
Interest Payment Date, the first payment of interest on this Note will be made
on the Interest Payment Date immediately following the next succeeding Regular
Record Date to the registered Holder on such next succeeding Regular Record
Date. Interest payments for this Note will include interest accrued to but
excluding each Interest Payment Date. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture (as defined below), be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the fifteenth calendar day (whether or not a Business Day), (the "Regular Record
Date") as the case may be, next preceding such Interest Payment Date; provided,
however, that interest payable at the Stated Maturity or earlier redemption or
repayment of this Note (the "Maturity") shall be payable to the Person to whom
principal shall be payable. If any Interest Payment Date or Maturity with
respect to this Note falls on a day that is not a Business Day, the payment due
on such Interest Payment Date or at Maturity will be made on the following day
that is a Business Day as if it were made on the date such payment was due and
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity, as the case may be. Except as otherwise
provided in the Indenture, any interest not punctually paid or duly provided for
on any Interest Payment Date other than at Maturity (herein called "Defaulted
Interest") will forthwith cease to be payable to the Holder on the Regular
Record Date with respect to such Interest Payment Date by virtue of having been
such Holder and may either (l) be paid to the Person in whose name this Note (or
one or more Predecessor Securities) 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 (as defined below), written notice of which shall be given to the
Holder of this Note by the Company not less than 10 calendar days prior to such
Special Record Date, or (2) 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 the Indenture. In the case of a default in payment of
principal upon acceleration or at the Maturity Date, the Accreted Value (as
defined below) of this Note at the date of such default in payment shall bear
interest at the Yield to Maturity specified above plus 1% per annum (to the
extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of
such principal has been made or duly provided for. Such interest will be
computed on the basis of a 360-day year of twelve 30-day months, compounded
semi-annually. Payment of the principal of and interest, if any, on this Note
will be made at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, or at any other place in the Borough of
Manhattan, The City of New York, designated by the Company for such purpose,
and, if the Specified Currency is U.S. dollars, 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,
and provided, further that, if the Holder hereof is the Holder of U.S.$1,000,000
(or the equivalent thereof in a currency other than U.S. dollars determined as
provided on the reverse hereof) or more in aggregate principal amount of Notes
having the same Interest Payment Dates, at the option of the Company, such U.S.
dollar interest payments will be made by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received in writing by
the Trustee not less than 15 days prior to the applicable payment date. Any wire
instructions received by the Trustee shall remain in effect until revoked by the
Holder. Simultaneously with any election by the Holder hereof to receive
payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Trustee and all such payments will be made by wire transfer of immediately
available funds to an account maintained by the payee with a bank located
outside the United States.
C-3
The "Accreted Value" of this Note at any date (the "Calculation Date")
shall be equal to (i) the Original Issue Price of this Note specified above plus
(ii) the accrued amortization of Original issue Discount specified above
attributable ratably on a daily basis to the period from and including the
Original Issue Date specified above to but excluding such Calculation Date. The
calculation of accrual of Original Issue Discount will be computed on the basis
of a 360-day year of twelve 30-day months, compounded semi-annually.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency or, if the Specified Currency is euros, the day is also a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System, or any successor system, is open for business.
For the purposes of this Note, "Principal Financial Center" means:
(1) the capital city of the country issuing the Specified Currency, or
(2) the capital city of the country to which the LIBOR Currency relates,
except, in each case, that with respect to United States dollars,
Australian dollars, Canadian dollars, South African rand and Swiss francs,
the "Principal Financial Center" will be The City of New York, Sydney,
Toronto, Johannesburg, Zurich, London (solely in the case of the LIBOR
Currency) and Melbourne (solely in the case of the Specified Currency),
respectively.
[The indebtedness evidenced by this Note is, to the extent set forth in the
Indenture, expressly subordinated and subject in right of payment to the prior
payment in full of Senior Indebtedness as defined in the Indenture, and this
Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in such Holder's behalf to take such action
as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in the Indenture and appoints the Trustee as such
Holder's attorney-in-fact for any and all such purposes.]
If this Note is an Amortizing Note as shown on the face hereof or in the
pricing supplement attached hereto or delivered herewith, a portion or all the
principal amount of the Note is payable prior to Stated Maturity in accordance
with a schedule, by application of a formula, or by reference to an index (as
described above).
The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above. If the Specified Currency shown
above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described below. The
Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by notifying the participant of the
depositary through which its interest is held, or, in the case of certificated
notes, the Trustee, at its office in the Borough of Manhattan, The City of New
York, or at such other place in the Borough of Manhattan, The City of New York,
as the Company may designate, on or before the applicable Regular Record Date,
in the case of a payment of interest, and on or before the sixteenth day,
whether or not a Business Day, before its Stated Maturity, in the case of
principal or premium, of the Holder's election to receive all or a portion of
any payment in a Specified Currency. In the case of book-entry notes, the
participant must notify the depositary of any election on or before the third
Business Day after the Regular Record Date. The depositary or the Trustee, as
applicable, will notify the Paying Agent of the election on or before the fifth
Business Day after the Regular Record Date. If complete instructions are
received by the participant and forwarded to the depositary, and forwarded by
the depositary to the Paying Agent, on or before the relevant dates, the
beneficial owner of this Note will receive payments in the Specified Currency.
Such election will remain in effect until revoked by written notice to the
Trustee received not later than fifteen calendar days prior to the applicable
payment date. If the Company determines that the Specified Currency is not
available for making payments in respect hereof due to the imposition of
exchange controls or other circumstances beyond the Company's control or is no
longer used by the government of the country issuing such currency or for the
settlement of transactions by public institutions or within the international
banking community, then the Holder hereof may not so elect to receive payments
in the Specified Currency, and any such outstanding
C-4
election shall be automatically suspended, and payments shall be in U.S.
dollars, until the Company determines that the Specified Currency is again
available for making such payments.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Notwithstanding the foregoing, if an Addendum is attached hereto as
specified above, this Note shall be subject to the terms set forth in such
Addendum.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed co-authenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
------------------------
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to) issued and to be issued pursuant to
such Indenture. This Security is one of a series designated by the Company as
its Medium-Term [Senior] [Subordinated] Notes, Series [D] [A] (the "Notes"). The
Indenture does not limit the aggregate principal amount of the Notes or the
Securities.
The Company issued this Note pursuant to an Indenture, dated as of [April
l, 1998] [January 20, 1999] (herein called the "Indenture" which term, for the
purpose of this Note, shall include [the Second Supplemental Indenture dated
April 21, 2005] [the Officers' Certificate dated June 30, 1999, delivered
pursuant to Sections 201 and 301 of the Indenture, the First Supplemental
Indenture dated March 6, 2002, and the Second Supplemental Indenture dated April
21, 2005]), 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 Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. The U.S. dollar equivalent of the public offering price or
purchase price of Notes denominated in currencies other than U.S. dollars will
be determined by The Bank of New York, as exchange rate agent for the Notes (the
"Exchange Rate Agent") pursuant to the Exchange Rate Agency Agreement, dated as
of April 21, 2005, between the Company and the Exchange Rate Agent.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 (if the Specified Currency is U.S. Dollars) and any
amount in excess thereof which is an integral multiple of $1,000 (if the
Specified Currency is U.S. Dollars). 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 like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where Notes may be presented for registration of transfer.
Fixed Rate Notes
----------------
This Note will bear interest at the rate per annum stated on the face
hereof or in an addendum attached hereto until the principal amount hereof is
paid or made available for payment, except as otherwise described below under
"Subsequent Interest Periods" and "Extension of Maturity," and except that if so
specified in an addendum hereto, the rate of interest payable on certain Fixed
Rate Notes may be subject to adjustment as specified therein.
Subsequent Interest Periods
---------------------------
If so specified on the face hereof or in an addendum hereto, the Interest
Rate on this Note may be reset by the Company on the date or dates specified on
the face hereof or in an addendum hereto or delivered herewith (each an
"Optional Reset Date"). Not later than 40 days prior to each Optional Reset
Date, the Trustee will mail to the Holder of this Note a notice (the "Reset
Notice"), first class, postage prepaid, indicating whether the Company has
elected to reset the Interest Rate, and if so, (i) such new Interest Rate and
(ii) the provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date, or, if there is no such next
Optional Reset Date, to the Stated Maturity of this Note (each such period, a
"Subsequent Interest Period"),
C-5
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Subsequent
Interest Period. Upon the transmittal by the Trustee of a Reset Notice to the
holder of a Note, such new interest rate shall take effect automatically. Except
as modified by the Reset Notice and as described below, such Note will have the
same terms as prior to the transmittal of such Reset Notice. Notwithstanding the
foregoing, not later than 20 days prior to an Optional Reset Date, the Company
may, at its option, revoke the Interest Rate provided for in the Reset Notice
and establish a higher Interest Rate for the Subsequent Interest Period by
causing the Trustee to mail notice of such higher Interest Rate to the Holder of
this Note. Such notice shall be irrevocable. All Notes with respect to which the
Interest Rate is reset on an Optional Reset Date will bear such higher Interest
Rate whether or not tendered for repayment.
The Holder of this Note will have the option to elect repayment by the
Company on each Optional Reset Date at a price equal to the principal amount
hereof, plus interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedures set
forth below for optional repayment, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date, and except that if the Holder has tendered this
Note for repayment pursuant to a Reset Notice, the Holder may, by written notice
to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Optional Reset Date.
Indexed Principal Notes
-----------------------
If this Note is an Indexed Principal Note, then the principal amount
payable at Stated Maturity or earlier redemption or retirement is determined by
reference to the amount designated on the face hereof or in an addendum hereto
as the face amount of this Note and by reference to the Index as described on
the face hereof or in an addendum hereto. If this Note is an Indexed Principal
Note, the principal amount payable at Stated Maturity or any earlier redemption
or repayment of this Note may be different from the face amount.
If a third party is appointed to calculate or announce the Index for a
particular Indexed Principal Note and this third party either suspends the
calculation or announcement of such Index or changes the basis upon which such
Index is calculated, in a manner that is inconsistent with the applicable
pricing supplement, then the Company will select another third party to
calculate or announce the Index. The agents or their respective affiliates may
be either the original or successor third party selected by the Company.
If for any reason such Index cannot be calculated on the same basis and
subject to the same conditions and controls as applied to the original third
party, then the indexed principal amount of such Indexed Principal Note will be
calculated in the manner set forth in the applicable pricing supplement. Any
determination by the selected third party will be binding on all parties, except
in the case of an obvious error.
Specified Currency
------------------
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.
Payments in Currencies Other than the Specified Currency
--------------------------------------------------------
Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other
C-6
circumstances beyond the Company's control, (ii) is no longer used by the
government of the country issuing such currency or (iii) is no longer used for
the settlement of transactions by public institutions of or within the
international banking community, then such payment shall be made in U.S. dollars
until such currency is again available or so used. The amount so payable on any
date in such foreign currency shall be converted into U.S. dollars on the basis
of the noon buying rate in New York City for cable transfers, in the Specified
Currency, as certified for customs purposes by the Federal Reserve Bank of New
York (the "Market Exchange Rate") as of the second Business Day preceding that
day, or if such Market Exchange Rate is unavailable, the most recently available
Market Exchange Rate for such currency, or as otherwise indicated on the face
hereof or in the pricing supplement attached hereto or delivered herewith. Any
payment made under such circumstances in U.S. dollars will not constitute an
Event of Default under the Indenture.
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of the European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
Dual Currency Notes
-------------------
If this Note is specified on the face hereof or in an addendum hereto as a
Dual Currency Note, the Company may have a one time option, exercisable on one
or more dates (each, an "Option Election Date"), with respect to all Dual
Currency Notes issued on the same day and having the same terms (a "Tranche"),
of thereafter making all payments of principal, premium, if any, and interest
(which payments would otherwise be made in the Specified Currency of such Notes)
in an optional currency (the "Optional Payment Currency"). Such option will be
exercisable in whole but not in part on an Option Election Date, which will be
any one of the dates specified on the face hereof or in an addendum hereto.
If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified on the face hereof or in an addendum hereto. If such election is made,
notice of such election shall be mailed in accordance with the terms of the
applicable Tranche of Dual Currency Notes within two Business Days of the Option
Election Date and shall state (i) the first date, whether an Interest Payment
Date and/or Stated Maturity, on which scheduled payments in the Optional Payment
Currency will be made and (ii) the Designated Exchange Rate. Any such notice by
the Company, once given, may not be withdrawn. The equivalent value in the
Specified Currency of payments made after such an election may be less, at the
then current exchange rate, than if the Company had made such payment in the
Specified Currency.
Renewable Notes
---------------
If this Note is specified on the face hereof or in an addendum hereto as a
Renewable Note, this Note will mature on an Interest Payment Date occurring in
or prior to the twelfth month following the Original Issue Date of this Note
(the "Initial Stated Maturity") unless the term of all or any portion of this
Note is renewed in accordance with the following procedures.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the "Special Election Interval") is specified on the face
hereof or in the pricing supplement attached hereto or delivered herewith) prior
to the Initial Stated Maturity of this Note (the "Initial Renewal Date") and on
the Interest Payment Date occurring in each sixth month (or in the last month of
each Special Election Interval) after such Initial Renewal Date (each, together
with the Initial Renewal Date, a "Renewal Date"), the term of this Note may be
extended to the Interest Payment Date occurring in the twelfth month (or, if a
Special Election Interval is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith, the last month in a period
equal to twice the Special Election Interval) after such Renewal Date, if the
Holder of this Note elects to extend the term of this Note or any portion
thereof as described below. If the Holder does not elect to extend the term of
any portion of the principal amount of this Note during the specified period
prior to any Renewal Date, such portion will become due
C-7
and payable on the Interest Payment Date occurring in the sixth month (or the
last month in the Special Election Interval) after such Renewal Date (the "New
Maturity Date").
The Holder may elect to renew the term of this Note or if so specified, any
portion thereof, by delivering a notice to such effect to the Trustee (or any
duly appointed paying agent) at the corporate trust office of the Trustee or
agency of the Trustee in The City of New York not less than 15 nor more than 30
days prior to such Renewal Date. Such election will be irrevocable and will be
binding upon each subsequent Holder of this Note. An election to renew the term
of this Note may be exercised with respect to less than the entire principal
amount of this Note only if so specified on the face hereof or in an addendum
hereto and then only in such principal amount, or any integral multiple in
excess of such amount, as is specified on the face hereof or in the pricing
supplement attached hereto or delivered herewith. Notwithstanding the foregoing,
the term of this Note may not be extended beyond the Stated Maturity specified
for this Note on the face hereof or in an addendum hereto.
If the Holder does not elect to renew the term, this Note must be presented
to the Trustee (or any duly appointed paying agent) and, as soon as practicable
following receipt of such Note the Trustee (or any duly appointed paying agent)
shall issue in exchange therefor in the name of such Holder (i) a Note, in a
principal amount equal to the principal amount of such exchanged Note for which
no election to renew the term thereof was exercised, with terms identical to
those specified on such exchanged Note (except that such Note shall have a
fixed, nonrenewable Stated Maturity on the New Maturity Date) and (ii) if an
election to renew is made with respect to less than the full principal amount of
such Holder's Note, the Trustee, or any duly appointed paying agent, shall issue
in exchange for such Note in the name of such Holder, a replacement Renewable
Note, in a principal amount equal to the principal amount of such exchanged Note
for which the election to renew was made, with terms otherwise identical to the
exchanged Note.
Extension of Maturity
---------------------
If so specified on the face hereof or in an addendum hereto, the Maturity
of this Note may be extended at the option of the Company for one or more
periods of whole years specified on the face hereof or in the pricing supplement
attached hereto or delivered herewith (each an "Extension Period") from one to
five, up to but not beyond the date (the "Final Maturity") set forth on the face
hereof or in an addendum hereto. The Company may exercise such option by
notifying the Trustee for this Note at least 45 but not more than 60 days prior
to the old Stated Maturity of this Note. If the Company exercises such option,
the Trustee will mail to the Holder of this Note not later than 40 days prior to
the old Stated Maturity a notice (the "Extension Notice") first class, postage
prepaid indicating (i) the election of the Company to extend the Stated
Maturity, (ii) the new Stated Maturity, (iii) the Interest Rate applicable to
the Extension Period and (iv) the provisions, if any, for redemption during such
Extension Period including the date or dates on which, or the period or periods
during which, and the price or prices at which such redemption may occur during
the extension period.
Upon the Trustee's mailing of the Extension Notice, the Stated Maturity of
this Note shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, this Note will have the
same terms as prior to the mailing of such Extension Notice. Notwithstanding the
foregoing, not later than 20 days prior to the old Stated Maturity of this Note,
the Company may, at its option, revoke the Interest Rate provided for in the
Extension Notice and establish a higher Interest Rate for the Extension Period
by causing the Trustee to mail notice of such higher Interest Rate, first class,
postage prepaid to the Holder of this Note. Such notice shall be irrevocable.
All Notes with respect to which the Stated Maturity is extended will bear such
higher Interest Rate for the extension period, whether or not tendered for
repayment.
If the Company extends the Stated Maturity of this Note, the Holder will
have the option to elect repayment of this Note by the Company on the old Stated
Maturity at a price equal to the principal amount hereof, plus interest accrued
to such date. In order to obtain repayment on such old Stated Maturity once the
Company has extended the Stated Maturity hereof, the Holder must follow the
procedures set forth below for optional repayment, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days before the old Stated Maturity, and except that if the
Holder has tendered this Note for repayment pursuant to an Extension Notice, the
Holder may, by written notice to the Trustee, revoke such tender for repayment
until the close of business on the tenth day before the old Stated Maturity.
C-8
Optional Redemption, Repayment and Repurchase
---------------------------------------------
This Note will be subject to redemption at the option of the Company on any
date on or after the first Optional Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
(if the Specified Currency is U.S. dollars) or such other increment specified on
the face hereof under Authorized Denomination (if the Specified Currency is not
U.S. dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at the Redemption Price (as defined below), together with unpaid interest
accrued thereon to the date fixed for redemption (the "Redemption Date"), on
written notice given to the Holder hereof (in accordance with the provisions of
the Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. The "Redemption Price" shall be the Initial Redemption
Percentage specified on the face hereof (as adjusted by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof as set forth below)
multiplied by the Accreted Value of this Note to be redeemed. The Initial
Redemption Percentage, if any, shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any, until the
Redemption Price is equal to 100% of the Accreted Value of this Note to be
redeemed. Whenever less than all of the Notes of like tenor and terms are to be
redeemed, the Notes to be redeemed and the Holders thereof shall be selected by
the Trustee by such method as the Trustee shall deem fair and reasonable. In the
event of redemption of this Note in part only, a new Note of like tenor and
otherwise having the same terms as this Note for the unredeemed portion hereof
shall be issued by the Company in the name of the Holder hereof, without charge,
upon the presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$l,000 (if
the Specified Currency is U.S. dollars) or such other increment specified on the
face hereof under Authorized Denomination (if the Specified Currency is not U.S.
dollars) (provided that any remaining principal amount hereof shall be an
Authorized Denomination and at least the minimum Authorized Denomination hereof)
at a repayment price equal to 100% of the Accreted Value of this Note, together
with unpaid interest accrued thereon to the date fixed for repayment (the
"Repayment Date"). For this Note to be repaid, the Trustee must receive at its
office, currently located at 000 Xxxxxxx Xxxxxx, 00 Xxxx, Xxx Xxxx, Xxx Xxxx, or
at any other place in the Borough of Manhattan, The City of New York, as the
Company may designate, not more than 60 nor less than 30 calendar days prior to
the Repayment Date, (i) in the case of a certificated note, such certificated
note and the form thereon entitled "Option to Elect Repayment" duly completed or
(ii) in the case of a book-entry note, instructions to such effect from the
applicable Beneficial Owner to the Depositary and forwarded by the Depositary.
Exercise of such repayment option by the Holder hereof will be irrevocable. In
the event of repayment of this Note in part only, a new Note of like tenor and
terms for the unrepaid portion hereof and otherwise having the same terms as
this Note shall be issued by the Company in the name of the Holder hereof
without charge, upon the presentation and surrender hereof.
For all purposes of this Note and the Indenture, unless the context
otherwise requires, all provisions relating to the redemption by the Company of
Notes shall relate, in the case of any Notes redeemed or to be redeemed by the
Company only in part, to that portion of the principal amount of such Notes that
has been or is to be so redeemed.
Events of Default
-----------------
If an Event of Default with respect to the Notes shall occur and be
continuing, a portion of the principal of this Note may be declared due and
payable in the manner and with the effect provided in the Indenture. Such
portion shall be equal to the Accreted Value of this Note at the time of payment
with respect to such declaration. Upon payment (i) of such Accreted Value and
(ii) of interest on any overdue Accreted Value (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 interest on this Note shall
terminate.
Amendment of Indenture
----------------------
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Notes. The Indenture
also permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations under the Indenture of the
Company and the rights of Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and
C-9
the Trustee with the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series to be affected.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Securities of each series, on
behalf of the Holders of all the 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,
subject to the provisions for satisfaction and discharge in Article Four, of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
Defeasance
----------
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or U.S. Government Obligations with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed to
have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of principal
and interest at the Stated Maturity or Redemption Date, as the case may be.
Transfer of Notes
-----------------
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Notes is registrable in the Security Register, upon
surrender of a Note for registration of transfer at the Corporate Trust Office
of the Trustee or at the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, or at such other offices or agencies in the
Borough of Manhattan, The City of New York, as the Company may designate, 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 like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
Transfers of ownership interests in a Global Note representing Notes in
book-entry form are to be accomplished by entries made on the books of
participants of the depositary acting on behalf of beneficial owners.
No service charge shall be made by the Company, the Trustee or the Security
Registrar 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 (other than exchanges pursuant to
Sections 304, 906 or 1107 of the Indenture not involving any transfer or as
provided in the Indenture).
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.
Governing Law
-------------
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York, including, without
limitation, Section 5-1401 of the New York General Obligations Law.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
C-10
IN WITNESS WHEREOF, Occidental Petroleum Corporation has caused this
Instrument to be signed by the signature or facsimile signature of its Chairman
of the Board, President, a Vice President, its Treasurer or an Assistant
Treasurer and attested by its Secretary or an Assistant Secretary by his or her
signature or a facsimile thereof, and its corporate seal or a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
(SEAL) OCCIDENTAL PETROLEUM CORPORATION
By:
-----------------------------------------
Title:
Attest:
-----------------------------------------
C-11
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 . . . . . .. . . . . .
(Cust.) (Minor)
TEN ENT - as tenants by the entireties Under Uniform Gifts to Minor Act
JT TEN - as joint tenants with right of survivor ..............................................................
ship and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
----------------------
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification Number of Assignee
------------------------------------
- -
------------------------------------
--------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated:
---------------------------------- -----------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
C-12
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to, but not including the Repayment Date, to the
undersigned, at:
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its office in the
Borough of Manhattan, The City of New York, currently located 000 Xxxxxxx
Xxxxxx, 00 West, or at any other place in the Borough of Manhattan, The City of
New York, as the Company may designate, not more than 60 nor less than 30
calendar days prior to the Repayment Date, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 or other
Authorized Denomination specified on the face hereof (provided that any
remaining principal amount shall be at least U.S.$100,000 or the minimum
Authorized Denomination)) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be U.S.$100,000 or the minimum
Authorized Denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
-----------------------------------
Principal amount to be repaid: $ Notice: The signature(s) on this
must correspond with the name(s) as
Option to Elect Repayment Date: written upon the face of this Note
in every particular, without
alteration or enlargement or any
change whatsoever.
-----------------------------------
Dated:
---------------------------------- -----------------------------------
Signature
C-13
[Form of Global Zero Coupon Registered Security - United States]
REGISTERED REGISTERED
OCCIDENTAL PETROLEUM CORPORATION
NO. FXR- MEDIUM-TERM NOTE, [SENIOR] [SUBORDINATED] PRINCIPAL AMOUNT:
NOTE, SERIES [D] [A] U.S.$
(Zero Coupon) CUSIP:
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or to such other
entity 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.
Pursuant to Proposed Treasury Regulation Section 1.1275-3, (a) the amount
of the original issue discount on this security is as specified below, (b) the
original issue date is as specified below, (c) the yield to maturity, computed
under the approximate method, is as specified below, and (d) the amount of the
original issue discount allocable to the short accrual period occurring between
and is $
Issue Price: Original Issue Date:
Original Issue Discount: Stated Maturity:
Specified Currency (If other than U.S. dollars):
Authorized Denominations:
(If other than as set forth in the Prospectus Supplement)
Exchange Rate Agent:
Dual Currency Note: [ ] Yes (see addendum) [ ] No
Optional Payment Currency:
Designated Exchange Rate:
Indexed Principal Note: [ ] Yes (see addendum) [ ] No
Discount Note: [ ] [ ] No
Issue Price: %
------
Yield to Maturity:
----------------------------
EXHIBIT D
Dated:. . . . . . . . . . . . . . . . . . . .
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, as Trustee
By: . . . . . . . . . . . . . . .
Authorized Signatory
D-2
OCCIDENTAL PETROLEUM CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Company"),
for value received, hereby promises to pay to CEDE & CO. , or registered
assigns, the principal amount specified above on the Stated Maturity specified
above ("Maturity"). If Maturity with respect to this Note falls on a day that is
not a Business Day, the payment due at Maturity will be made on the following
day that is a Business Day as if it were made on the date such payment was due
and no interest shall accrue on the amount so payable for the period from and
after Maturity. The principal of this Note shall not bear interest except in the
case of a default in payment of principal upon acceleration or at the Stated
Maturity, and in such case, the Accreted Value (as defined below) of this Note
at the date of such default in payment shall bear interest at the Yield to
Maturity specified above plus 1% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Such interest will be computed on the basis of a 360-day year
of twelve 30-day months, compounded semi-annually. Payment of the principal of
and any such interest on this Note will be made at the Corporate Trust Office of
the Trustee in the Borough of Manhattan, The City of New York, or at any other
place in the Borough of Manhattan, The City of New York, designated by the
Company for such purpose, and if the Specified Currency is U.S. dollars, 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 any interest may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register, and provided, further that, if the Holder hereof is the
Holder of U.S.$1,000,000 (or the equivalent thereof in a currency other than
U.S. dollars determined as provided on the reverse hereof) or more in aggregate
principal amount of Notes of like tenor and term, such U.S. dollar interest
payments will be made by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 days prior to the applicable payment date. Any wire
transfer instructions received by the Trustee shall remain in effect until
revoked by the Holder. Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Trustee and all such payments will be made by wire transfer of immediately
available funds to an account maintained by the payee with a bank located
outside the United States.
The "Accreted Value" of this Note at any date (the "Calculation Date")
shall be equal to (i) the Original Issue Price of this Note specified above plus
(ii) the accrued amortization of Original issue Discount specified above
attributable ratably on a daily basis to the period from and including the
Original Issue Date specified above to but excluding such Calculation Date. The
calculation of accrual of Original issue Discount will be computed on the basis
of a 360-day year of twelve 30-day months, compounded semi-annually.
For purposes of this Note, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive
order to close in The City of New York; provided, however, that, with respect to
foreign currency Notes, the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
Specified Currency or, if the Specified Currency is euros, the day is also a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System, or any successor system, is open for business.
For the purposes of this Note, "Principal Financial Center" means:
(1) the capital city of the country issuing the Specified Currency, or
(2) the capital city of the country to which the LIBOR Currency relates,
except, in each case, that with respect to United States dollars,
Australian dollars, Canadian dollars, South African rand and Swiss francs,
the "Principal Financial Center" will be The City of New York, Sydney,
Toronto, Johannesburg, Zurich, London (solely in the case of the LIBOR
Currency) and Melbourne (solely in the case of the Specified Currency),
respectively.
[The indebtedness evidenced by this Note is, to the extent set forth in the
Indenture, expressly subordinated and subject in right of payment to the prior
payment in full of Senior Indebtedness as defined in the Indenture, and this
Note is issued subject to such provisions, and each Holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes and directs the Trustee in such Holder's behalf to take such action
D-3
as may be necessary or appropriate to acknowledge or effectuate the
subordination as provided in the Indenture and appoints the Trustee as such
Holder's attorney-in-fact for any and all such purposes.]
The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above. If the Specified Currency shown
above is other than U.S. dollars, the Company will arrange to convert all
payments in respect hereof into U.S. dollars in the manner described below. The
Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by notifying the participant of the
depositary through which its interest is held, or, in the case of certificated
notes, the Trustee, at its office in the Borough of Manhattan, The City of New
York, or at such other place in the Borough of Manhattan, The City of New York,
as the Company may designate on or before the sixteenth day, whether or not a
Business Day, before Maturity of the Holder's election to receive all or a
portion of any payment in a Specified Currency. The participant should as soon
as practicable notify the depository of the election. The depositary or the
Trustee, as applicable, will notify the Paying Agent of the election on or
before the fifth Business Day after the Regular Record Date. If complete
instructions are received by the participant and forwarded to the depositary,
and forwarded by the depositary or the Trustee, as applicable, to the Paying
Agent, on or before the relevant dates, the beneficial owner of this Note will
receive payments in the Specified Currency. Such election will remain in effect
until revoked by written notice to the Trustee received not later than fifteen
calendar days prior to the applicable payment date. If the Company determines
that the Specified Currency is not available for making payments in respect
hereof due to the imposition of exchange controls or other circumstances beyond
the Company's control or is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions or within the international banking community, then the Holder
hereof may not so elect to receive payments in the Specified Currency, and any
such outstanding election shall be automatically suspended, and payments shall
be in U.S. dollars, until the Company determines that the Specified Currency is
again available for making such payments.
Reference is hereby made to the further provisions of this Note set forth
below, which further provisions shall for all purposes have the same effect as
if set forth at this place.
Notwithstanding the foregoing, if an Addendum is attached hereto as
specified above, this Note shall be subject to the terms set forth in such
Addendum.
Unless the certificate of authentication hereon has been executed by the
Trustee or its duly appointed coauthenticating agent by manual signature, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
------------------------
This Note is one of a duly authorized issue of securities (herein called
the "Securities") of the Company (which term includes any successor corporation
under the Indenture hereinafter referred to) issued and to be issued pursuant to
such Indenture. This Security is one of a series designated by the Company as
its Medium-Term [Senior] [Subordinated] Notes, Series [D] [A] (the "Notes"). The
Indenture does not limit the aggregate principal amount of the Notes or the
Securities.
The Company issued this Note pursuant to an Indenture, dated as of [April
l, 1998] [January 20, 1999] (herein called the "Indenture" which term, for the
purpose of this Note, shall include [the Second Supplemental Indenture dated
April 21, 2005] [the Officers' Certificate dated June 30, 1999, delivered
pursuant to Sections 201 and 301 of the Indenture, the First Supplemental
Indenture dated March 6, 2002, and the Second Supplemental Indenture dated April
21, 2005]), 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 Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered. The U.S. dollar equivalent of the public offering price or
purchase price of Notes denominated in currencies other than U.S. dollars will
be determined by The Bank of New York, as exchange rate agent for the Notes (the
"Exchange Rate Agent") pursuant to the Exchange Rate Agency Agreement, dated as
of April 21, 2005, between the Company and the Exchange Rate Agent.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 (if the Specified Currency is U.S. Dollars) and any
amount in excess thereof which is an integral multiple of $1,000 (if the
D-4
Specified Currency is U.S. Dollars). 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 like tenor of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Note or Notes to be exchanged at any office or agency described below
where Notes may be presented for registration of transfer.
The Notes are issuable as Registered Securities, without coupons, in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. 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 like tenor of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Note or
Notes to be exchanged at any office or agency described below where Notes may be
presented for registration of transfer.
Specified Currency
------------------
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Company or its agent based on the highest firm bid quotation expressed in U.S.
dollars received by the Company or its agent at approximately 11:00 a.m., New
York City time, on the second Business Day preceding the applicable payment date
(or, if no such rate is quoted on such date, the last date on which such rate
was quoted) from three (or, if three are not available, then two) recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent (one or more of which may be an agent involved in the distribution of the
Notes (an "Agent") and another of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency. All currency
exchange costs will be borne by the Holders of such Notes by deductions from
such payments. If no such bid quotations are available, then such payments will
be made in the Specified Currency, unless the Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case payment will be made as described in the next
paragraph.
Payments in Currencies Other than the Specified Currency
--------------------------------------------------------
Except as set forth below, if any payment in respect hereof is required to
be made in a Specified Currency other than U.S. dollars and such currency is (i)
unavailable due to the imposition of exchange controls or other circumstances
beyond the Company's control, (ii) is no longer used by the government of the
country issuing such currency or (iii) is no longer used for the settlement of
transactions by public institutions of or within the international banking
community, then such payment shall be made in U.S. dollars until such currency
is again available or so used. The amount so payable on any date in such foreign
currency shall be converted into U.S. dollars on the basis of the noon buying
rate in New York City for cable transfers, in the Specified Currency, as
certified for customs purposes by the Federal Reserve Bank of New York (the
"Market Exchange Rate") as of the second Business Day preceding that day, or if
such Market Exchange Rate is unavailable, the most recently available Market
Exchange Rate for such currency, or as otherwise indicated on the face hereof or
in the pricing supplement attached hereto or delivered herewith. Any payment
made under such circumstances in U.S. dollars will not constitute an Event of
Default under the Indenture.
In the event of an official redenomination of the Specified Currency of
this Note (other than as a result of the European Monetary Union, but including,
without limitation, an official redenomination of any such Specified Currency
that is a composite currency), the obligations of the Company with respect to
payments on this Note shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. This Note does not provide for any adjustment to any amount
payable under this Note as a result of (i) any change in the value of the
Specified Currency hereof relative to any other currency due solely to
fluctuations in exchange rates or (ii) any redenomination of any component
currency of any composite currency (unless such composite currency is itself
officially redenominated).
Optional Redemption, Repayment and Repurchase
---------------------------------------------
This Note may not be redeemed prior to the Stated Maturity set forth above.
D-5
Events of Default
-----------------
If an Event of Default with respect to Notes shall occur and be continuing,
a portion of the principal of this Note may be declared due and payable in the
manner and with the effect provided in the Indenture. Such portion shall be
equal to the Accreted Value of this Note at the time of payment with respect to
such declaration. Upon payment (i) of such Accreted Value and (ii) of interest
on any overdue Accreted Value (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 interest, if any, on this Note shall
terminate.
Amendment of Indenture
----------------------
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders of the Notes. The Indenture
also permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations under the Indenture of the
Company and the rights of 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 not less than a majority in principal amount of the
Outstanding Securities of each series to be affected. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series, on behalf of the Holders of
all the 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,
subject to the provisions for satisfaction and discharge in Article Four, of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
Defeasance
----------
The Indenture permits the Company, by irrevocably depositing, in amounts
and maturities sufficient to pay and discharge at the Stated Maturity or
Redemption Date, as the case may be, the entire indebtedness on all Outstanding
Notes, cash or U.S. Government Obligations with the Trustee in trust solely for
the benefit of the Holders of all Outstanding Notes, to defease the Indenture
with respect to such Notes, and upon such deposit the Company shall be deemed to
have paid and discharged its entire indebtedness on such Notes. Thereafter,
Holders would be able to look only to such trust fund for payment of principal
and interest at the Stated Maturity or Redemption Date, as the case may be.
Transfer of Notes
-----------------
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of Notes is registrable in the Security Register, upon
surrender of a Note for registration of transfer at the Corporate Trust Office
of the Trustee or at the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, or at such other offices or agencies in the
Borough of Manhattan, The City of New York, as the Company may designate, 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 like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
Transfers of ownership interests in a Global Note representing Notes in
book-entry form are to be accomplished by entries made on the books of
participants of the depositary acting on behalf of beneficial owners.
No service charge shall be made by the Company, the Trustee or the Security
Registrar 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 (other than exchanges pursuant to
Sections 304, 906 or 1107 of the Indenture not involving any transfer or as
provided in the Indenture).
D-6
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.
Governing Law
-------------
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York, including, without
limitation, Section 5-1401 of the New York General Obligations Law.
All undefined terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
D-7
IN WITNESS WHEREOF, Occidental Petroleum Corporation has caused this
Instrument to be signed by the signature or facsimile signature of its Chairman
of the Board, President, a Vice President, its Treasurer or an Assistant
Treasurer and attested by its Secretary or an Assistant Secretary by his or her
signature or a facsimile thereof, and its corporate seal or a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
(SEAL) OCCIDENTAL PETROLEUM CORPORATION
By:
----------------------------------------
Title:
Attest:
----------------------------------------
D-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 . . . . . .. . . . . .
(Cust.) (Minor)
TEN ENT - as tenants by the entireties Under Uniform Gifts to Minor Act
JT TEN - as joint tenants with right of survivor ..............................................................
ship and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
----------------------
FOR VALUE RECEIVED, the undersigned hereby sells(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Employer
Identification Number of Assignee
------------------------------------
- -
------------------------------------
--------------------------------------------------------------------------------
Please Print or Typewrite Name and Address
Including Postal Zip Code of Assignee
--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated:
---------------------------------- -----------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatever.
D-9
