EXHIBIT
4.5
FORM OF
FLOATING RATE MEDIUM-TERM NOTE
[FACE OF NOTE]
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITARY") OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, 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 DEPOSITARY, TO THE CORPORATION OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY), 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.
(1)
REGISTERED CUSIP No.: PRINCIPAL AMOUNT:
No. FLR- _____ __________
GTE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
ORIGINAL ISSUE DATE: STATED MATURITY:
INTEREST PAYMENT DATE(S): INITIAL INTEREST
RATE: RECORD DATE(S):
REDEMPTION COMMENCEMENT INITIAL REDEMPTION
ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE
REDUCTION:
%
OPTIONAL REPAYMENT [ ] CHECK IF AN ORIGINAL
DATE(S): ISSUE DISCOUNT NOTE
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: CALCULATION
AGENT
[ ] United States dollars [ ] $1,000 and
integral (if other than The
[ ] Other: multiples thereof Bank of New
York):
[ ] Other:
___________________
(1) These paragraphs apply to global Notes only.
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MINIMUM INTEREST RATE: MAXIMUM INTEREST RATE:
INITIAL INTEREST RESET
DATE:
INTEREST RESET PERIOD: INTEREST DETERMINATION
INTEREST RESET DATE:
DATE: DATE(S):
INDEX MATURITY: DEFAULT RATE: %
SPREAD (plus or minus): SPREAD MULTIPLIER:
EXCHANGE RATE AGENT:
(if other than The
Bank of New York)
INTEREST CATEGORY: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate Note from to
Fixed Rate Commencement Date: [ ] Actual/Actual for the
period
Fixed Interest Rate: % from to
[ ] Inverse Floating Rate Note [ ] 30/360 for the period
Fixed Interest Rate: % from to
INTEREST RATE BASIS OR BASES:
[ ] CD Rate
[ ] Prime Rate
[ ] Federal Funds Rate
[ ] Commercial Paper Rate
[ ] LIBOR:
Designated LIBOR Page
[ ] Reuters Page: _____
[ ] Telerate Page: _____
Index Currency:
[ ] Treasury Rate
[ ] CMT Rate
[ ] Designated CMT Telerate Page:
[ ] Designated CMT Maturity Index:
[ ] Other:
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
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GTE Corporation, a New York corporation (the "Corporation",
which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to , or registered assigns, the
principal sum of , on the Stated Maturity
specified above (or any Redemption Date or Repayment Date, each
as defined on the reverse hereof) (each such Stated Maturity,
Redemption Date or Repayment Date being hereinafter referred to
as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon, at the Interest Rate to
be determined in accordance with the provisions below, depending
on the Interest Rate Basis shown above (the "Floating Interest
Rate"), until the principal hereof is paid or duly made available
for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the Default Rate per annum
specified above on any overdue principal, premium and/or
interest. The Corporation will pay interest in arrears on each
Interest Payment Date, if any, specified above (each, an
"Interest Payment Date"), commencing with the first Interest
Payment Date next succeeding the Original Issue Date specified
above, and on the Maturity Date; provided, however, that unless
otherwise specified on the face hereof, if the Original Issue
Date occurs between a Record Date (as defined below) and the next
succeeding Interest Payment Date, interest payments will commence
on the second Interest Payment Date next succeeding the Original
Issue Date to the registered holder of this Note (the "Holder")
on the Record Date with respect to such second Interest Payment
Date.
Notwithstanding the foregoing, if an Addendum is attached
hereto or "Other/Additional Provisions" apply to this Note as
specified above, this Note shall be subject to the terms set
forth in such Addendum or such "Other/Additional Provisions".
Interest on this Note will accrue from and including the
immediately preceding Interest Payment Date to which interest has
been paid or duly provided for (or from and including the
Original Issue Date if no interest has been paid or duly provided
for) to but excluding the applicable Interest Payment Date or the
Maturity Date, as the case may be (each, an "Interest Period").
However, in case the interest rate on this Note is reset daily or
weekly, unless otherwise specified on the face hereof, the
interest payments will include interest accrued only from but
excluding the Record Date through which interest has been paid
(or from and including the Original Issue Date, if no interest
has been paid with respect to this Note) through and including
the Record Date next preceding the applicable Interest Payment
Date, except that the interest payment on Maturity will include
interest accrued to but excluding such date. Accrued interest is
calculated by multiplying the face amount of this Note by an
accrued interest factor. Such accrued interest factor is
computed by adding the interest factor calculated for each day
from the Original Issue Date, or from the last date to which
interest has been paid or duly provided for, to the date for
which accrued interest is being calculated. The interest factor
for each day is computed by dividing the interest rate applicable
to such day by 360 in the case of CD Rate Notes, Commercial Paper
Rate Notes, Federal Funds Rate Notes, LIBOR Notes or Prime Rate
Notes, or by the actual number of days in the year in the case of
CMT Rate Notes or Treasury Rate Notes. The interest factor for
Notes for which the interest rate is calculated with reference to
two or more Interest Rate Bases will be calculated in each period
in the same manner as if only the lowest of the applicable
Interest Rates Bases applied. If any Interest Payment Date other
than the Maturity Date for this Note falls on a day that is not a
Business Day with respect to this Note, such Interest Payment
Date for this Note will be postponed to the next succeeding
Business Day for this Note, except that, in the case of a LIBOR
Note (or a Note for which LIBOR is an applicable Interest Rate
Basis), if such Business Day is in the next succeeding calendar
month, such Interest Payment Date will be the immediately
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preceding day that is a Business Day for this Note. If the
Maturity Date of this Note falls on a day that is not a Business
Day, the payment of principal, premium, if any, and interest will
be made on the next succeeding Business Day, as if made on the
date such payment was due, and no interest on such payment shall
accrue on such payment for the period from and after Maturity
Date to the date of such payment on the next succeeding Business
Day.
Unless otherwise specified on the face hereof, the interest
so payable and punctually paid or duly provided for on any
Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note
(or one or more predecessor Notes) is registered at the close of
business on the fifteenth calendar day (whether or not a Business
Day, as defined below) immediately preceding such Interest
Payment Date (the "Record Date"); provided, however, that
interest payable on the Maturity Date will be payable to the
person to whom the principal hereof and premium, if any, hereon
shall be payable. Any such interest not so punctually paid or
duly provided for ("Defaulted Interest") will forthwith cease to
be payable to the Holder on any Record Date, and shall be paid to
the person in whose name this Note is registered at the close of
business on a special record date (the "Special Record Date") for
the payment of such Defaulted Interest to be fixed by the Trustee
(as defined on the reverse hereof), notice whereof shall be given
to the Holder of this Note by the Trustee not less than 10
calendar days prior to such Special Record Date or may be paid at
any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Note may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided for in the Indenture.
Payment of principal, premium, if any, and interest in
respect of this Note due on the Maturity Date will be made in
immediately available funds upon presentation and surrender of
this Note (and, with respect to any applicable repayment of this
Note, a duly completed election form as contemplated on the
reverse hereof) at the corporate trust office of the Trustee
("Corporate Trust Office") in the Borough of Manhattan, The City
of New York, currently located at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, X.X. 10286, or at such other paying agency in the
Borough of Manhattan, The City of New York, as the Corporation
may determine; provided, however, that if such payment is to be
made in a Specified Currency other than United States dollars as
set forth below, such payment will be made by wire transfer of
immediately available funds to an account with a bank designated
by the Holder hereof at least 15 calendar days prior to the
Maturity Date, provided that such bank has appropriate facilities
therefor and that this Note (and, if applicable, a duly completed
repayment election form) is presented and surrendered at the
aforementioned office of the Trustee in time for the Trustee to
make such payment in such funds in accordance with its normal
procedures. Unless otherwise specified on the face hereof,
payment of interest due on any Interest Payment Date other than
the Maturity Date will be made by check mailed to the address of
the person entitled thereto as such address shall appear in the
Security Register maintained at the aforementioned office of the
Trustee; provided, however, that a holder of U.S.$10,000,000 (or,
if the Specified Currency specified above is other than United
States dollars, the equivalent thereof in the Specified Currency)
or more in aggregate principal amount of Notes (whether having
identical or different terms and provisions) will be entitled to
receive interest payments on such Interest Payment Date by wire
transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest
Payment Date. Any such wire transfer instructions received by
the Trustee shall remain in effect until revoked by such Xxxxxx.
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As used herein, "Business Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law,
regulation or executive order to close; provided, however, that
if the Specified Currency is other than United States dollars and
any payment is to be made in the Specified Currency in accordance
with the provisions hereof, such day is also not a day on which
banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial
Center (as defined below) of the country issuing the Specified
Currency (or, in the case of European Currency Units ("ECU"), is
not a day that appears as an ECU non-settlement day on the
display designated as "ISDE" on the Xxxxxx Monitor Money Rates
Service (or a day so designated by the ECU Banking Association)
or, if ECU non-settlement days do not appear on that page (and
are not so designated), is not a day on which payments in ECU
cannot be settled in the international interbank market);
provided, further, that, if this is a LIBOR Note, such day is
also a London Business Day. "London Business Day" means (i) if
the Index Currency is other than ECU, any day on which dealings
in such Index Currency are transacted in the London interbank
market or (ii) if the Index Currency is ECU, any day that does
not appear as an ECU non-settlement day on the display designated
as "ISDE" on the Xxxxxx Monitor Money Rates Service (or a day so
designated by the ECU Banking Association) or, if ECU non-
settlement days do not appear on that page (and are not so
designated), is not a day on which payments in ECU cannot be
settled in the international interbank market. "Principal
Financial Center" means (i) the capital city of the country
issuing the Specified Currency (except as described above in this
paragraph with respect to ECU) or (ii) the capital city of the
country to which the Index Currency, if applicable relates (or,
in the case of ECU, Luxembourg), except, in each case, that with
respect to United States dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss
francs and ECU, the "Principal Financial Center" shall be The
City of New York, Sydney, Toronto, Frankfurt, Amsterdam, Milan
(solely in the case of clause (i) above), Zurich and Luxembourg,
respectively.
The "Floating Interest Rate" on this Note will be calculated
by reference to the Interest Rate Basis or Bases, as specified on
the first page hereof, (a) plus or minus the Spread, if any,
and/or (b) multiplied by the Spread Multiplier, if any. The
Interest Rate Basis may be one or more of: (a) the CD Rate, (b)
the CMT Rate, (c) the Commercial Paper Rate, (d) the Federal
Funds Rate, (e) LIBOR, (f) the Treasury Rate, (g) the Prime Rate
or (h) such other Interest Rate Basis or interest rate formula as
is set forth on the first page hereof. The "Index Maturity" is
the period to maturity of the instrument or obligation with
respect to which the related Interest Rate Basis or Bases are
calculated. In addition, this Note may bear interest at the
lowest of two or more Interest Rate Basis or Bases determined in
the same manner as the Floating Interest Rates described above
(except the interest rate for such Notes will not be determined
with reference to the Treasury Rate). Except as otherwise
provided herein, all percentages resulting from any calculation
will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all amounts used
in or resulting from such calculation will be rounded to the
nearest cent or, in the case of a foreign currency or composite
currency, to the nearest unit (with one-half cent or unit being
rounded upward).
Notwithstanding the foregoing, if this Note is designated
above as having an Addendum attached, this Note shall bear
interest in accordance with the terms described in such Addendum.
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Unless otherwise specified on the face hereof, the "Regular
Record Date" with respect to this Note shall be the fifteenth
calendar day immediately preceding the related Interest Payment
Date or Dates, whether or not such date shall be a Business Day,
and interest will be payable, in the case of Notes which reset
daily, weekly or monthly, on the third Wednesday of each month or
on the third Wednesday of each March, June, September and
December of each year, as specified on the face hereof; in the
case of Notes which reset quarterly, on the third Wednesday of
March, June, September and December of each year; in the case of
Notes which reset semi-annually, on the third Wednesday of the
two months of each year specified on the face hereof; and in the
case of Notes which reset annually, on the third Wednesday of the
month specified on the face hereof (each an "Interest Payment
Date"), and in each case, on the Maturity Date.
Except as provided on the face hereof, the rate of interest
on this Note will be reset daily, weekly, monthly, quarterly,
semi-annually or annually (each an "Interest Reset Period"), as
specified on the face hereof. Except as provided on the face
hereof, if this Note resets daily, the Interest Reset Date will
be each Business Day; if this Note resets weekly, the Interest
Reset Date will be the Wednesday of each week (with the exception
of weekly reset Treasury Rate Notes, which reset Tuesday of each
week except as provided below); if this Note resets monthly, the
Interest Reset Date will be the third Wednesday of each month; if
this Note resets quarterly, the Interest Reset Date will be the
third Wednesday of each March, June, September and December of
each year; if this Note resets semi-annually, the Interest Reset
Date will be the third Wednesday of each of the two months of
each year specified on the face hereof; and if this Note resets
annually, the Interest Reset Date will be the third Wednesday of
the month of each year as specified on the face hereof. The
interest rate in effect 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; provided, however, that the interest
rate in effect for the period, if any, from the date of issue to
the Initial Interest Reset Date will be the Initial Interest
Rate; provided, further, that if this Note is a Floating
Rate/Fixed Rate Note the interest rate in effect for the period
commencing on the Fixed Rate Commencement Date to the Maturity
Date shall be the Fixed Interest Rate specified on the face
hereof or, if no interest rate is specified, the interest rate in
effect on the day immediately preceding the Fixed Rate
Commencement Date. If any Interest Reset Date would otherwise be
a day that is not a Business Day, the Interest Reset Date shall
be postponed to the next succeeding day that is a Business Day,
except that in the case of a LIBOR Note or a Note for which LIBOR
is an applicable Interest Rate Basis and such Business Day falls
in the next succeeding calendar month, such Interest Reset Date
will 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 as of the applicable Interest Determination Date on or
prior to the Calculation Date (as defined below). 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 preceding the applicable
Interest Reset Date; and the Interest Determination Date with
respect to LIBOR will be the
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second London Business Day preceding the applicable Interest
Reset Date, unless the Index Currency (as defined below) 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 will be the
day in the week in which the applicable Interest Reset Date falls
on which day Treasury Bills (as defined below) are normally
auctioned (Treasury Bills are normally sold at an auction held on
Monday of each week, unless that day is a legal holiday, in which
case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of
the week preceding the applicable Interest Reset Date, the
Interest Determination Date shall be such preceding Friday. If
the interest rate of this Note is determined with reference to
two or more Interest Rate Bases the Interest Determination Date
will 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 shall be determinable. Each
Interest Rate Basis shall be determined and compared on such
date, and the applicable interest rate shall take effect on the
applicable Interest Reset Date.
The Calculation Agent (which shall be The Bank of New York
unless otherwise specified on the face hereof and which may be
changed by the Corporation from time to time) shall calculate the
Floating Interest Rate on this Note on or before each Calculation
Date and, upon request, provide the holders of the Notes the
Floating Interest Rate then in effect and, if determined, the
interest rate which will become effective as a result of a
determination made for the next succeeding Interest Reset Date
with respect to this Note. The Calculation Agent's determination
of any Floating Interest Rate will be final and binding in the
absence of manifest error. Unless otherwise specified on the
face hereof or in an Addendum hereto, the "Calculation Date",
where applicable, pertaining to any Interest Determination Date
will be the earlier of (a) 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 (b) the Business Day
immediately preceding the applicable Interest Payment Date or the
Maturity Date, as the case may be.
Notwithstanding the other provisions herein, the Floating
Interest Rate hereon which may accrue during any interest period
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the first
page hereof and, in addition, the Floating Interest Rate shall in
no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general
application.
The interest rate borne by this Note will be determined as
follows:
(i) Unless the Interest Category of this Note is specified
on the face hereof as a "Floating Rate/Fixed Rate Note" or an
"Inverse Floating Rate Note", this Note shall be designated as a
"Regular Floating Rate Note" and, except as set forth below or on
the face hereof, shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any, in each case as specified on the face hereof.
Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note shall be payable shall be reset as of each
Interest Rate Date specified on the face hereof; provided,
however, that the interest rate in effect for the period, if any,
from the Original Issue Date to the Initial Interest Reset Date
shall be the Initial Interest Rate.
-8-
(ii) If the Interest Category of this Note is specified on
the face hereof as a "Floating Rate/Fixed Rate Note", then,
except as set forth below or on the face hereof, this Note shall
bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Bases (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier,
if any. Commencing on the Initial Interest Reset Date, the rate
at which interest on this Note shall be payable shall be reset as
of each Interest Reset Date; provided, however, that (y) the
interest rate in effect for the period, if any, from the Original
Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate and (z) the interest rate in effect for the
period commencing on the Fixed Rate Commencement Date specified
on the face hereof to the Maturity Date shall be the Fixed
Interest Rate specified on the face hereof or, if no such Fixed
Interest Rate is specified, the interest rate in effect hereon on
the day immediately preceding the Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified on
the face hereof as an "Inverse Floating Rate Note", then, except
as set forth below or on the face hereof, this Note shall bear
interest at the Fixed Interest Rate minus the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus
or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any; provided, however, that, unless otherwise
specified on the face hereof, the interest rate hereon shall not
be less than zero. Commencing on the Initial Reset Date, the
rate at which interest on this Note shall be payable shall be
reset as of each Interest Reset Date; provided, however, that the
interest rate in effect for the period, if any, from the Original
Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate.
Determination of CD Rate.
The "CD Rate" will be determined by the Calculation Agent in
accordance with the following provisions:
"CD Rate" means, with respect to any Interest Determination
Date relating to a CD Rate Note or any Floating Rate Note for
which the interest rate is determined with reference to the CD
Rate (a "CD Rate Interest Determination Date"), the rate on such
date for negotiable United States dollar certificates of deposit
having the Index Maturity specified on the face hereof as
published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates", or
any successor publication ("H.15(519)"), under the heading "CDs
(Secondary Market)," or, if not so published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such CD
Rate Interest Determination Date, the CD Rate will be the rate on
such CD Rate Interest Determination Date for negotiable United
States dollar certificates of deposit of the specified Index
Maturity as published by the Federal Reserve Bank of New York in
its daily statistical release "Composite 3:30 P.M. Quotations for
U.S. Government Securities" or any successor publication
("Composite Quotations") under the heading "Certificates of
Deposit". If such rate is not published in either H.15(519) or
the Composite Quotations by 3:00 P.M., New York City time, on
such related Calculation Date, then the CD Rate on such CD Rate
Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on
-9-
such CD Rate Interest Determination Date, of three leading
nonbank dealers in negotiable United States dollar certificates
of deposit in The City of New York selected by the Calculation
Agent for negotiable United States dollar certificates of deposit
of major United States money market banks 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 Interest Rate Determination Date will be the CD Rate
in effect on such CD Rate Interest Determination Date.
Determination of CMT Rate.
The "CMT Rate" will be determined by the Calculation Agent
in accordance with the following provisions:
Unless otherwise specified on the face hereof, "CMT Rate"
means, with respect to any Interest Determination Date relating
to a Floating Rate Note for which the interest rate is determined
with reference to the CMT Rate (a "CMT Rate Interest
Determination Date"), the rate displayed on the Designated CMT
Telerate Page under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays
Approximately 3:45 P.M.", under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is
7055, the rate on such CMT Rate Interest Determination Date and
(ii) if the Designated CMT Telerate Page is 7052, the week, or
the month, as applicable, ended immediately preceding the week in
which the related CMT Rate Interest Determination Date occurs.
If such rate is no longer displayed on the relevant page or is
not displayed by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for such CMT Rate Interest
Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index (as defined below) as
published in the relevant H.15(519). If such rate is no longer
published or is not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate on such CMT
Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Rate Interest Determination Date with respect
to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant
H.15(519). If such information is not provided by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT
Rate on the CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to
maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M., New York
City time, on such CMT Rate Interest Determination Date reported,
according to their written records, by three leading primary
United States government securities dealers (each, a "Reference
Dealer") in The City of New York selected by the Calculation
Agent (from five such Reference Dealers selected by the
Calculation Agent) and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest), for
the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an
original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year.
-10-
If the Calculation Agent is unable to obtain three such Treasury
Note quotations, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity based on the arithmetic mean of
the secondary market offer side prices as of approximately 3:30
P.M., New York City time, on such CMT Rate Interest Determination
Date of three Reference Dealers in The City of New York (from
five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such
quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers so 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 from five Reference Dealers
quotations for the Treasury Note with the shorter remaining term
to maturity.
"Designated CMT Telerate Page" means the display on the Dow
Xxxxx Markets Service on the page specified on the face hereof
(or any other page as may replace such page on that service for
the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)). If no such page is specified on the face
hereof, the Designated CMT Telerate Page shall be 7052 for the
most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the 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. If no such maturity is
specified on the face hereof, the Designated CMT Maturity Index
shall be 2 years.
Determination of Commercial Paper Rate.
The "Commercial Paper Rate" will be determined by the
Calculation Agent in accordance with the following provisions:
"Commercial Paper Rate" means, with respect to any Interest
Determination Date relating to a Floating Rate Note for which the
interest rate is determined with reference to the Commercial
Paper Rate (a "Commercial Paper Rate Interest Determination
Date"), the Money Market Yield (as defined below) on such date of
the rate for commercial paper having the Index Maturity specified
on the first page hereof as published in H.15(519) under the
heading "Commercial Paper" or such other heading, in each case
representing commercial paper issued by non-financial entities
whose bond rating is "Aa", or the equivalent, from a nationally
recognized statistical rating organization. In the event such
rate is not published by 3:00 P.M., New York City time, on the
related Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date shall be the
Money Market Yield of the rate for commercial paper having the
Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Commercial Paper" (with
an Index Maturity of one month or three months being deemed to be
equivalent to the Index Maturity of 30 days or 90 days,
respectively). If
-11-
such rate is not yet published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial
Paper Rate Interest Determination Date, of three leading dealers
of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper of the specified Index
Maturity placed for an industrial issuer 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.
"Money Market Yield" shall be the yield (expressed as a
percentage) calculated in accordance with the following formula:
Money Market Yield = 100 x 360 x D
360 - (D x M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the period for which
interest is being calculated.
Determination of Federal Funds Rate.
The "Federal Funds Rate" will be determined by the
Calculation Agent in accordance with the following provisions:
"Federal Funds Rate" means, with respect to any Interest
Determination Date relating to a Floating Rate Note for which
the interest rate is determined with reference to the Federal
Funds Rate (a "Federal Funds Rate Interest Determination Date"),
the rate on such date for United States dollar federal funds as
published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Federal Funds
Rate Interest Determination Date, as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If
such rate is not published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal
Funds Rate Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates
for the last transaction in overnight United States dollar
federal funds arranged by three leading brokers of federal funds
transactions in The City of New York selected by the Calculation
Agent prior to 9:00 A.M., New York City time, on such Federal
Funds Rate Interest Determination Date; provided, however, that
if the brokers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination
Date will be the Federal Funds Rate then in effect on such
Federal Funds Rate Interest Determination Date.
Determination of LIBOR.
"LIBOR" will be determined by the Calculation Agent in
accordance with the following provisions:
-12-
(i) With respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is
determined with reference to LIBOR (a "LIBOR Interest
Determination Date"), LIBOR will be either: (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
shall be used) for deposits in the Index 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., London time, on such LIBOR Interest
Determination Date, or (b) if "LIBOR Telerate" is specified on
the face page hereof or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified on the face hereof as the method for
calculating LIBOR, the rate for deposits in the Index Currency
having the Index Maturity 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 appear, or if no such rate appears, as applicable,
LIBOR in respect on such LIBOR Interest Determination Date will
be determined in accordance with the provisions described in (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 (i) above, the Calculation Agent will request the
principal London offices of each of four major reference banks in
the London interbank market, as selected by the Calculation
Agent, to provide the Calculation Agent with its offered
quotation for deposits in the Index Currency for the period of
the Index Maturity specified on the face hereof, commencing on
the applicable Interest Reset Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on
such LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such Index
Currency in such market at such time. If at least two 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 (as defined above),
on such LIBOR Interest Determination Date by three major banks in
such Principal Financial Center selected by the Calculation Agent
for loans in the Index Currency to leading European banks, having
the Index Maturity specified on the face hereof and in a
principal amount that is representative for a single transaction
in such Index Currency in such market at such time; provided,
however, that if the banks so selected by the Calculation Agent
are not quoting as mentioned in this sentence, LIBOR determined
as of such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency or composite currency
specified on the face hereof as to which LIBOR shall be
calculated. If no such currency or composite currency is
specified on the face hereof, the Index Currency shall be United
States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is
specified on the face hereof, the display on the Reuter Monitor
Money Rates Service (or any successor service) for the purpose of
displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is
-13-
specified on the face hereof or neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified on the face hereof as the method
for calculating LIBOR, the display on the Dow Xxxxx Markets
Service (or any successor service) for the purpose of displaying
the London interbank rates of major banks for the applicable
Index Currency.
Determination of Prime Rate.
The "Prime Rate" will be determined by the Calculation Agent
in accordance with the following provisions:
"Prime Rate" means, with respect to any Interest
Determination Date relating to a Floating Rate Note for which the
interest rate is determined with reference to the Prime Rate (a
"Prime Rate Interest Determination Date"), the rate on such date
as such rate is published in H.15(519) under the heading "Bank
Prime Loan". If such rate is not published prior to 3:00 P.M.,
New York City time, on the related Calculation Date, then the
Prime Rate will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters
Screen USPRIME1 (as defined below) as such bank's prime rate or
base lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on the
Reuters Screen USPRIME1 for the Prime Rate Interest Determination
Date, then the Prime Rate will be determined by the Calculation
Agent and will be the arithmetic mean of the prime rates quoted
on the basis of the actual number of days in the year divided by
a 360-day year as of the close of business on such Prime Rate
Interest Determination Date by four major money center banks in
The City of New York selected by the Calculation Agent. If fewer
than four such quotations are so provided, then the Prime Rate
shall be the arithmetic mean of four prime rates quoted on the
basis of the actual number of days in the year divided by a 360-
day year as of the close of business on such Prime Rate Interest
Determination Date as furnished in The City of New York by the
major money center banks, if any, that have provided such
quotations and by as many substitute banks or trust companies as
necessary in order to obtain four such prime rate quotations,
provided such substitute banks or trust companies are organized
and doing business under the laws of the United States, or any
State thereof, each having total equity capital of at least $500
million and being subject to supervision or examination by
Federal or State authority, selected by the Calculation Agent to
provide such rate or rates; provided, however, that if the banks
or trust companies so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the Prime Rate determined
as of such Prime Rate Interest Determination Date will be the
Prime Rate in effect on such Prime Rate Interest Determination
Date.
"Reuters Screen USPRIME1" means the display designated as
page "USPRIME1" on the Reuter Monitor Money Rates Service (or
such other page as may replace the USPRIME1 page on that service
for the purpose of displaying prime rates or base lending rates
of major United States banks).
Determination of Treasury Rate.
The "Treasury Rate" will be determined by the Calculation
Agent in accordance with the following provisions:
-14-
"Treasury Rate" means, with respect to any Interest
Determination Date relating to a Floating Rate Note for which the
interest rate is determined by reference to the Treasury Rate (a
"Treasury Rate Interest Determination Date"), 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 on the
face hereof, as such rate is published in H.15(519) under the
heading "Treasury Bills-auction average (investment)" or, if not
published by 3:00 P.M., New York City time, on the related
Calculation Date, the auction average rate of such Treasury Bills
(expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the Auction of
Treasury Bills having the Index Maturity specified in the
applicable Pricing Supplement are not reported as provided by
3:00 P.M., New York City time, on the related Calculation Date,
or if no such Auction is held, then the Treasury Rate will be
calculated by the Calculation Agent and will be a yield to
maturity (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Treasury
Rate Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation
Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified in the applicable Pricing
Supplement; 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.
The Corporation is obligated to make payments of principal,
premium, if any, and interest, if any, in respect of this Note in
the Specified Currency (or, if the Specified Currency is not at
the time of such payment legal tender for the payment of public
and private debts, in such other coin or currency of the country
which issued the Specified Currency as at the time of such
payment is legal tender for the payment of such debts). If the
Specified Currency is other than United States dollars, any such
amounts so payable by the Corporation will be converted by the
Exchange Rate Agent specified above into United States dollars
for payment to the Holder of this Note; provided, however, that
the Holder of this Note may elect to receive such amounts in such
Specified Currency pursuant to the provisions set forth below.
If the Specified Currency is other than United States
dollars and the Holder of this Note shall not have duly made an
election to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest, if any, in respect
of this Note in the Specified Currency, any United States dollar
amount to be received by the Holder of this Note will be based on
the highest bid quotation in The City of New York received by the
Exchange Rate Agent at approximately 11:00 A.M., New York City
time, on the second Business Day preceding the applicable payment
date from three recognized foreign exchange dealers (one of whom
may be the Exchange Rate Agent) selected by the Exchange Rate
Agent and approved by the Corporation for the purchase by the
quoting dealer of the Specified Currency for United States
dollars for settlement on such payment date in the aggregate
amount of the Specified Currency payable to all holders of Notes
scheduled to receive United States dollar payments and at which
the applicable dealer commits to execute a contract. All
currency exchange costs will be borne by the Holder of this Note
by deductions from such payments. If three such bid quotations
are not available, payments on this Note will be made in the
Specified Currency.
-15-
If the Specified Currency is other than United States
dollars, the Holder of this Note may elect to receive all or a
specified portion of any payment of principal, premium, if any,
and/or interest, if any, in respect of this Note in the Specified
Currency by submitting a written request for such payment to the
Trustee at its Corporate Trust Office in the Borough of
Manhattan, The City of New York on or prior to the applicable
Record Date or at least 15 calendar days prior to the Maturity
Date, as the case may be. Such written request may be mailed or
hand delivered or sent by cable, telex or other form of facsimile
transmission. The Holder of this Note may elect to receive all
or a specified portion of all future payments in the Specified
Currency in respect of such principal, premium, if any, and/or
interest, if any, and need not file a separate election for each
payment. Such election will remain in effect until revoked by
written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the
applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.
If the Specified Currency is other than United States
dollars or a composite currency and the Holder of this Note shall
have duly made an election to receive all or a specified portion
of any payment of principal, premium, if any, and/or interest, if
any, in respect of this Note in the Specified Currency and if the
Specified Currency is not available due to the imposition of
exchange controls or other circumstances beyond the control of
the Corporation, or is no longer used by the government of the
country issuing such currency or for the settlement of
transactions by public institutions within the international
banking community, then the Corporation will be entitled to
satisfy its obligations to the Holder of this Note by making such
payment in United States dollars on the basis of the Market
Exchange Rate (as defined below) on the second Business Day prior
to such payment date or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market
Exchange Rate; provided, however, that if such Specified Currency
is replaced by a single European currency, the payment of
principal of, premium, if any, or interest, if any, on this Note
denominated in such currency shall be effected in the new single
European currency in conformity with legally applicable measures
taken pursuant to, or by virtue of, the treaty establishing the
European Community, as amended by the treaty on European Unity.
The "Market Exchange Rate" for the Specified Currency means the
noon dollar buying rate in The City of New York for cable
transfers for the Specified Currency as certified for customs
purposes by (or if not so certified, as otherwise determined by)
the Federal Reserve Bank of New York. Any payment made under
such circumstances in United States dollars or a new single
European currency where the required payment is in a Specified
Currency other than United States dollars or such single European
currency, respectively, will not constitute an Event of Default
(as defined in the Indenture).
If the Specified Currency is a composite currency and the
Holder of this Note shall have duly made an election to receive
all or a specified portion of any payment of principal, premium,
if any, and/or interest, if any, in respect of this Note in the
Specified Currency and if such composite currency is unavailable
due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, then the Corporation will
be entitled to satisfy its obligations to the Holder of this Note
by making such payment in United States dollars. The amount of
each payment in United States dollars shall be computed by the
Exchange Rate Agent on the basis of the equivalent of
-16-
the composite currency in United States dollars. The component
currencies of the composite currency for this purpose
(collectively, the "Component Currencies" and each, a "Component
Currency") shall be the currency amounts that were components of
the composite currency as of the last day on which the composite
currency was used. The equivalent of the composite currency in
United States dollars shall be calculated by aggregating the
United States dollar equivalents of the Component Currencies.
The United States dollar equivalent of each of the Component
Currencies shall be determined by the Exchange Rate Agent on the
basis of the most recently available Market Exchange Rate for
each such Component Currency, or as otherwise specified on the
face hereof. Any payment made under such circumstances in United
States dollars where the required payment is in a Specified
Currency that is a composite currency will not constitute an
Event of Default (as defined in the indenture).
If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of the
currency as a Component Currency shall be divided or multiplied
in the same proportion. If two or more Component Currencies are
consolidated into a single currency, the amounts of those
currencies as Component Currencies shall be replaced by an amount
in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single
currency. If any Component Currency is divided into two or more
currencies, the amount of the original Component Currency shall
be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original
Component Currency.
All determinations referred to above made by the Exchange
Rate Agent shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and
binding on the Holder of this Note.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof and, if so specified above,
in the Addendum hereto, which further provisions shall have the
same force and effect as if set forth on the face hereof.
Unless the Certificate of Authentication hereon has been
executed by or on behalf of the Trustee by manual signature, this
Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
-17-
IN WITNESS WHEREOF, GTE Corporation has caused this Note to
be duly executed.
GTE CORPORATION
By________________________________
Title:
By________________________________
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities
of the series designated as
Medium-Term Notes, Series A
referred to in the within-
mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By______________________________
Authorized Signatory
-18-
[REVERSE OF NOTE]
GTE CORPORATION
MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
This Note is one of a duly authorized series of Securities
(the "Securities") of the Corporation issued and to be issued
under an Indenture, dated as of December 1, 1996, as amended,
modified or supplemented from time to time (the "Indenture"),
between the Corporation and The Bank of New York, as Trustee (the
"Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Corporation, the Trustee and the holders of the
Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Note is one of the
series of Securities designated as "Medium-Term Notes, Series A"
(the "Notes"). All terms used but not defined in this Note
specified on the face hereof or in an Addendum hereto shall have
the meanings assigned to such terms in the Indenture.
This Note is issuable only in registered form without
coupons in minimum denominations of U.S.$1,000 and integral
multiples thereof or the minimum Authorized Denomination
specified on the face hereof.
This Note will not be subject to any sinking fund and,
unless otherwise provided on the face hereof in accordance with
the provisions of the following two paragraphs, will not be
redeemable or repayable prior to the Stated Maturity.
This Note will be subject to redemption at the option of the
Corporation on any date on or after the Redemption Commencement
Date, if any, specified on the face hereof, in whole or from time
to time in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S.$1,000 or such minimum
Authorized Denomination), at the Redemption Price (as defined
below), together with unpaid interest accrued thereon to the date
fixed for redemption (each, a "Redemption Date"), on notice given
not more than 60 nor less than 30 calendar days prior to the
Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" shall initially be the Initial
Redemption Percentage specified on the face hereof multiplied by
the unpaid principal amount of this Note to be redeemed. The
Initial Redemption Percentage shall decline at each anniversary
of the Redemption Commencement Date by an amount equal to the
Annual Redemption Percentage Reduction, if any, specified on the
face hereof until the Redemption Price is equal to 100% of the
unpaid principal amount to be redeemed. In the event of
redemption of this Note in part only, a new Note of like tenor
for the unredeemed portion hereof and otherwise having the same
terms as this Note shall be issued in the name of the Holder
hereof upon the presentation and surrender hereof.
This Note will be subject to repayment by the Corporation at
the option of the Holder hereof on the Optional Repayment
Date(s), if any, specified on the face hereof, in whole or in
part in increments of U.S.$1,000 or the minimum Authorized
Denomination (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 or such minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid
principal amount to be
-19-
repaid, together with unpaid interest accrued hereon to the date
fixed for repayment (each, a "Repayment Date"). For this Note to
be repaid, this Note must be received, together with the form
hereon entitled "Option to Elect Repayment" duly completed, by
the Trustee at its Corporate Trust Office in the Borough of
Manhattan, The City of New York (or at such other address of
which the Corporation shall from time to time designate and
notify holders of the Notes) not more than 60 nor less than 30
calendar days prior to the Repayment Date. Exercise of such
repayment option by the Holder hereof will be irrevocable. In
the event of repayment of this Note in part only, a new Note of
like tenor for the unrepaid portion hereof and otherwise having
the same terms as this Note shall be issued in the name of the
Holder hereof upon the presentation and surrender hereof.
If this is a Global Security representing Book-Entry Notes,
only the Depositary may exercise the repayment option in respect
of this Note. Accordingly, if this is a Global Security
representing Book-Entry Notes and the beneficial owner desires to
have all or any portion of the Book-Entry Note represented by
this Global Security repaid, the beneficial owner must instruct
the Participant through which he owns his interest to direct the
Depositary to exercise the repayment option on his behalf by
delivering this Note and duly completed election form to the
Trustee as aforesaid.
If this Note is an Original Issue Discount Note as specified
on the face hereof, the amount payable to the Holder of this Note
in the event of redemption, repayment or acceleration of maturity
will be equal to the sum of (i) the Issue Price specified on the
face hereof (increased by any accruals of the Discount, as
defined below) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage
(as adjusted by the Annual Redemption Percentage Reduction, if
applicable) and (ii) any unpaid interest on this Note accrued
from the Original Issue Date to the Redemption Date, Repayment
Date or date of acceleration of maturity, as the case may be.
The difference between the Issue Price and 100% of the principal
amount of this Note is referred to herein as the "Discount".
For purposes of determining the amount of Discount that has
accrued as of any Redemption Date, Repayment Date or date of
acceleration of maturity of this Note, such Discount will be
accrued so as to cause the yield on the 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.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of
the Notes may be declared, and upon such declaration shall become
due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.
-20-
The Indenture contains provisions permitting the Corporation
and the Trustee, with the consent of the holders of not less than
a majority in aggregate principal amount of the Securities of
each series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner Securities; provided,
however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Securities of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable
upon the redemption thereof, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid
percentage of Securities the holders of which are required to
consent to any such supplemental indenture, without the consent
of the holders of each Security then outstanding and affected
thereby. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding, on behalf of
the holders of Securities of such series, to waive any past
default in the performance of any of the covenants contained in
the Indenture, or established pursuant to the Indenture with
respect to such series, and its consequences, except a default in
the payment of the principal of, or premium, if any, or interest
on any of the Securities of such series. Any such consent or
waiver by the registered holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon
such holder and upon all future holders and owners of this Note
and of any Note issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective
of whether or not any notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay principal, premium, if any, and interest,
if any, in respect of this Note at the times, places and rate or
formula, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein and herein set forth, the transfer of this
Note is registrable in the Security Register of the Corporation
upon surrender of this Note for registration of transfer at the
office or agency of the Corporation in any place where the
principal hereof and any premium or interest hereon are payable,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Corporation and the Security
Registrar duly executed by, the Holder hereof or by his attorney
duly authorized in writing, and thereupon one or more new Notes,
of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
As provided in the Indenture and subject to certain
limitations therein and herein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of
different authorized denominations but otherwise having the same
terms and conditions, as requested by the Holder hereof
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
-21-
Prior to due presentment for registration of transfer of
this Note, the Corporation, the Trustee, any paying agent and any
Security Registrar may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this Note
shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the
principal hereof (and premium, if any) and interest due hereon
and for all other purposes, and neither the Corporation nor the
Trustee nor any paying agent nor any Security Registrar shall be
affected by any notice to the contrary. Notwithstanding the
foregoing, except as otherwise provided in Section 2.11 of the
Indenture, this Note may be transferred, in whole but not in
part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository.
No recourse shall be had for the payment of the principal of
(or premium, if any) or the interest on this Note, or for any
claim based hereon, or otherwise in respect hereof, or based on
or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as
such, of the Corporation or of any predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issuance hereof,
expressly waived and released.
The Indenture and the Notes are deemed to be a contract made
under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of the State of
New York, without regard to conflicts of laws.
-22-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Corporation to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to ___%
of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the
undersigned, at
_________________________________________________________________
_____________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office in the Borough of Manhattan, The City of
New York, currently located at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, X.X. 10286, 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 thereof (which shall be in
increments of U.S.$1,000 (or, if the Specified Currency is other
than United States dollars, the minimum Authorized Denomination
specified on the face hereof)) which the Holder elects to have
repaid and specify the denomination or denominations (which shall
be an Authorized Denomination) of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued
for the portion not being repaid).
Principal Amount
to be Repaid: $____
_____________________________________
Notice: The signature(s)
on this
Date: Option to Elect Repayment
must correspond with the
name(s) as written upon the
face of this Note in every
particular, without
alteration or enlargement
or any change whatsoever.
P:S3:165
