EXHIBIT 4.6
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITORY") (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE
COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR
ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
REGISTERED CUSIP NO.: PRINCIPAL AMOUNT
FLR-____ __________ $_________
KEYSTONE FINANCIAL MID-ATLANTIC FUNDING CORP.
MEDIUM-TERM NOTE
(Subordinated Floating Rate)
Payment of Principal, Premium, if any, and Interest,
if any, Guaranteed by
KEYSTONE FINANCIAL, INC.
INTEREST RATE BASIS OR ORIGINAL ISSUE DATE: STATED MATURITY DATE:
BASES:
IF LIBOR: IF CMT RATE:
[ ] LIBOR Reuters Designated CMT Telerate
[ ] LIBOR Telerate Page:
INDEX CURRENCY: Designated CMT Maturity
Index:
INDEX MATURITY: INITIAL INTEREST RATE: % INTEREST PAYMENT
DATE(S):
SPREAD (PLUS OR MINUS): SPREAD MULTIPLIER: INITIAL INTEREST RESET
DATE:
MINIMUM INTEREST MAXIMUM INTEREST RATE: % INTEREST RESET DATE(S):
RATE: %
INITIAL REDEMPTION DATE: INITIAL REDEMPTION ANNUAL REDEMPTION
% PERCENTAGE: % PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT CALCULATION AGENT:
DATE(S):
INTEREST CATEGORY: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] 30/360 for the period
from to
[ ] Floating Rate/Fixed Rate Note [ ] Actual/360 for the
Fixed Rate Commencement Date: period from to
Fixed Interest Rate: [ ] Actual/Actual for the
[ ] Inverse Floating Rate Note period from to
Fixed Interest Rate: Applicable Interest Rate Basis:
[ ] Original Issue Discount Note
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION:
[ ] United States dollars [ ] U.S. $100,000 and integral
multiples of U.S.$1,000 in
[ ] Other excess thereof
[ ] Other:
EXCHANGE RATE AGENT:
DEFAULT RATE: %
ADDENDUM ATTACHED
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
2
Keystone Financial Mid-Atlantic Funding Corp., a corporation duly
organized and validly existing under the laws of the Commonwealth of
Pennsylvania (the "Company"), for value received, hereby promises to pay to Cede
& Co., or registered assigns, the principal sum of
_____________________________
DOLLARS on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay interest
thereon at a rate per annum equal to the Initial Interest Rate specified above
until the Initial Interest Reset Date specified above and thereafter at a rate
determined in accordan ce with the provisions on the reverse hereof, depending
upon the sInterest Rate Basis specified above, until the principal hereof is
paid or duly made available for payment. The Company will pay interest on
Interest Payment D ates specified above, commencing with the first Interest
Payment Date next succeeding the Original Issue Date specified above, and on the
Stated Maturity Date (or any Redemption Date as defined on the reverse hereof or
any Holder's Optional Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date, Redemption Date and Optional
Repayment Date being hereinafter referred to as a "Maturity Date" with respect
to the principal repayable on such date); provided, however, that if the
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if an Interest Original Issue Date occurs between a Regular Record Date (as
defined below) and the next succeeding Interest Payment Date, interest payments
will commence on the second Interest Payment Date next succeeding the Original
Issue Date, to the Holder (as defined below) of this Note on the Regular Record
Date with respect to such Interest Payment Date Regular Record Date; and
provided, further, that Payment Date would fall on a day that is not a Business
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(as defined on the reverse hereof) such Interest Payment Date shall be the
following day that is a Business Day, except that in the case the Interest Rate
Basis is LIBOR, if such next Business Day falls in the next succeeding calendar
month, such Interest Payment Date will be the preceding day that is a Business
Day.
Interest payable on this Note on any Interest Payment Date will
include interest accrued from the Original Issue Date, or the most recent date
for which interest has been paid, to, but excluding, such Interest Payment Date;
provided, however, that if the Interest Rate Reset period with respect to this
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Note is daily or weekly, interest payable on any Interest Payment Date will
include interest accrued to and including the Regular Record Date next preceding
such Interest Payment Date, except that interest payable on any such Maturity
Date will include interest accrued to, but excluding, such Maturity Date. If
any Maturity Date falls on a day which is not a Business Day, principal,
premium, if any, or interest, if any, payable with respect to such Maturity Date
will be paid on the next succeeding Business Day with the same force and effect
as if made on such Maturity Date, and no interest on such payment shall accrue
for the period from and after such Maturity
3
Date. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, subject to certain exceptions, be paid to the Person
(the "Holder") in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to an
Interest Payment Date (whether or not a Business Day) (the "Regular Record
Date"); provided, however, that interest payable on any Maturity Date will be
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payable to the Person to whom the principal hereof 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 such Regular Record Date and may
either 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 referred to on
the reverse hereof, notice whereof shall be given to the Holder of this Note not
less than 10 days prior to such Special Record Date, or be paid at any time in
any other lawful manner, all as more fully provided in the Indenture (as defined
on the reverse hereof).
Payment of the principal of, and premium, if any, and interest, if
any, on this Note will be made in immediately available funds at the corporate
trust office of Bankers Trust Company (the "Paying Agent") in the Borough of
Manhattan, The City of New York, or at such other agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
provided, however, that if the Specified Currency specified above is other than
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United States dollars and such payment is to be made in the Specified Currency
in accordance with the provisions set forth below, such payment will be made by
wire transfer of immediately available funds to an account with a bank
designated by the holder hereof at least 15 calendar days prior to the Maturity
Date, provided that such bank has appropriate facilities therefor and that this
Note (and, if applicable, a duly completed repayment election form) is presented
and surrendered at the aforementioned office of the Trustee in time for the
Trustee to make such payment in such funds in accordance with its normal
procedures. Payment of interest on any Interest Payment Date other than the
Maturity Date may be made at the option of the Company by check mailed to the
address of the Holder as such address shall appear in the Security Register;
provided, however, that a Holder of not less than $10,000,000 aggregate
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principal amount (or, if the Specified Currency is other than United States
dollars, the equivalent thereof in the Specified Currency) of the Notes (whether
having identical or different terms and provisions) may, by written notice to
the Paying Agent at its corporate trust office in The City of New York (or at
such other address as the Company shall give notice in writing) on or before the
Regular Record Date preceding an Interest Payment Date, arrange to have the
interest payable on all Notes held by such Holder on such Interest Payment Date,
and all subsequent Interest Payment Dates until written notice to the contrary
is given to the Paying Agent, made by wire transfer of
4
immediately available funds to an account maintained at a bank in The City of
New York (or other bank consented to by the Company, which consent may not be
unreasonably withheld) as such Holder shall have designated; provided that such
bank has appropriate facilities therefor. Notwithstanding the preceding
sentence, payments of principal of, and premiums, if any, and interest, if any,
on, any Maturity Date will be made by wire transfer of immediately available
funds to a designated account maintained in the United States upon (i) receipt
of written notice by the Paying Agent from the Holder hereof not less than one
Business Day prior to such Maturity Date and (ii) presentation of this Note at
the corporate trust office of the Paying Agent in the Borough of Manhattan, The
City of New York or at such other agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York.
The Company is obligated to make payment of principal, premium, if
any, and interest in respect of this Note in the Specified Currency (or, if the
Specified Currency is not at the time of such payment legal tender for the
payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is other
than United States dollars, except as otherwise provided below, any such amounts
so payable by the Company will be converted by the Exchange Rate Agent specified
above into United States dollars for payment to the holder of this Note.
If the Specified Currency is other than United States dollars, the
holder of this Note may elect to receive such amounts in such Specified
Currency. If the holder of this Note shall not have duly made an election to
receive all or a specified portion of any payment of principal, premium, if any,
and/or interest in respect of this Note in the Specified Currency, any United
States dollar amount to be received by the holder of this Note will be based on
the highest bid quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the second Business
Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and approved by the Company 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.
If the Specified Currency is other than United States dollars, the
holder of this Note may elect to receive all or a specified
5
portion of any payment of principal, premium, if any, and/or interest in respect
of this Note in the Specified Currency by submitting a written request for such
payment to the Trustee at its corporate trust office in The City of New York on
or prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be. Such written request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile transmission. The
holder of this Note may elect to receive all or a specified portion of all
future payments in the Specified Currency in respect of such principal, premium,
if any, and/or interest and need not file a separate election for each payment.
Such election will remain in effect until revoked by written notice to the
Trustee, but written notice of any such revocation must be received by the
Trustee on or prior to the applicable Record Date or at least 15 calendar days
prior to the Maturity Date, as the case may be.
If the Specified Currency is other than United States dollars or a
composite currency and the holder of this Note shall have duly made an election
to receive all or a specified portion of any payment of principal, premium, if
any, and/or interest in respect of this Note in the Specified Currency and if
the Specified Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the Company, the Company
will be entitled to satisfy its obligations to the holder of this Note by making
such payment in United States dollars on the basis of the Market Exchange Rate
(as defined below) on the second Business Day prior to such payment date or, if
such Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate or as otherwise specified on the face
hereof. The "Market Exchange Rate" for the Specified Currency means the noon
dollar buying rate in The City of New York for cable transfers for 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 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 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 Company, then the Company will be entitled to satisfy its obligations to
the holder of this Note by making such payment in United States dollars. The
amount of each payment in United States dollars shall be computed by the
Exchange Rate Agent on the basis of the equivalent of the composite currency in
United States dollars. The component currencies of the composite currency for
this purpose (collectively, the "Component Currencies" and each, a "Component
Currency") shall be the currency amounts that
6
were components of the composite currency as of the last day on which the
composite currency was used. The equivalent of the composite currency in United
States dollars shall be calculated by aggregating the United States dollar
equivalents of the Component Currencies. The United States dollar equivalent of
each of the Component Currencies shall be determined by the Exchange Rate Agent
on the basis of the most recently available Market Exchange Rate for each such
Component Currency, or as otherwise specified on the face hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the holder of this Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Notwithstanding any provisions to the contrary contained herein, if
the face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply, this Note shall be subject to the terms set
forth in such Addendum or such "Other/Additional Provisions."
Unless the Certificate of Authentication hereon has been executed by
the Trustee under the Indenture by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
[SEAL] KEYSTONE FINANCIAL MID-ATLANTIC
FUNDING CORP.
7
By:
_________________________
Name:
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of
the series designated therein referred
to in the within-mentioned Indenture.
BANKERS TRUST COMPANY,
as Trustee
By: ____________________________
Authorized Signatory
8
[REVERSE OF NOTE]
KEYSTONE FINANCIAL MID-ATLANTIC FUNDING CORP.
MEDIUM-TERM NOTE
(Subordinated Floating Rate)
This Medium-Term Note is one of a duly authorized series of Securities
(the "Securities") of the Company issued and to be issued under a Subordinated
Indenture, dated as of April __, 1997 (the "Indenture"), among the Company, the
Guarantor (as defined below) and Bankers Trust Company, as Trustee (the
"Trustee," which term shall include 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 thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Medium-Term Notes
(the "Notes") may bear different dates, mature at different times, bear interest
at different rates and vary in such other ways as are provided in the Indenture.
The payment of principal of and premium, if any, and interest
(including any Additional Amounts payable in respect thereof) on this Note is
expressly subordinated and subject in right of payment, as provided in the
Indenture, to the prior payment of any and all Senior Company Indebtedness, as
defined in the Indenture, and this Note is subject to such provisions, and each
Holder of this Note, by accepting the same, agrees, expressly for the benefit of
present and future holders of Senior Company Indebtedness, whether now or
hereafter outstanding, to and shall be bound by such provisions.
This Note may be subject to repayment at the option of the Holder on
the Optional Repayment Date(s), if any, indicated on the face hereof. If no
Optional Repayment Dates are set forth on the face hereof, this Note may not be
so repaid at the option of the Holder hereof prior to the Stated Maturity Date.
On any Optional Repayment Date, this Note shall be repayable in whole or in part
in increments of $1,000 (provided that any remaining principal hereof shall be
at least $100,000) at the option of the Holder hereof at a repayment price equal
to 100% of the principal amount to be repaid together with accrued interest
thereon payable to the applicable Optional Repayment Date. For this Note to be
repaid in whole or in part at the option of the Holder hereof, this Note must be
received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying Agent at its corporate trust office in the Borough of
Manhattan, The City of New York, or at such other place or places as the Company
shall from time to time notify the Holders of the Notes, not more than 60 nor
less than 30 days prior to the applicable Optional Repayment Date. Exercise of
such repayment option by the Holder hereof shall be irrevocable.
9
This Note may be redeemed at the option of the Company on any date on
and after the Initial Redemption Date, if any, specified on the face hereof
(each such date fixed for redemption, a "Redemption Date"). If no Initial
Redemption Date is set forth on the face hereof, this Note may not be redeemed
at the option of the Company prior to the Stated Maturity Date. On and after
the Initial Redemption Date, if any, this Note may be redeemed at any time in
whole or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $100,000) at the option of the
Company at the applicable Redemption Price referred to below together with
accrued interest thereon payable to the Redemption Date, on notice given not
more than 60 nor less than 30 days prior to the Redemption Date. In the event
of redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.
If this Note is redeemable at the option of the Company, the
"Redemption Price" shall initially be the Initial Redemption Percentage,
specified on the face hereof, of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date by
the Annual Redemption Percentage Reduction, if any, specified on the face
hereof, of the principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
If the Interest Category of this Note is specified on the face hereof
as an Original Issue 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 (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 (2) 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 an assumed yield on the
Note to be constant. The assumed constant yield will be calculated using a 30-
day month, 360-day year convention, a compounding period that, except for the
Initial Period (as defined below), corresponds to the shortest period between
Interest Payment Dates (with ratable accruals within a compounding period), a
constant coupon rate equal to the initial interest rate applicable to this Note
and an assumption that the maturity of this Note will not be accelerated. If
the period from
10
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.
Except as described below, this Note will bear interest at the rate
determined by reference to the Interest Rate Basis shown on the face hereof (i)
plus or minus the Spread, if any, or (ii) multiplied by the Spread Multiplier,
if any, specified on the face hereof. The interest rate in effect on each day
shall be (a) if such day is an Interest Reset Date, the interest rate with
respect to the Interest Determination Date referred to below pertaining to such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date pertaining to the
next preceding Interest Reset Date, provided that (i) the interest rate in
effect from the Original Issue Date to the first Interest Reset Date shall be
the Initial Interest Rate specified on the face hereof, and (ii) the interest
rate in effect for the ten days immediately prior to the Maturity Date shall be
the rate in effect on the tenth day preceding the Maturity 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 day that is a Business Day,
except that if the Interest Rate Basis specified on the face hereof is LIBOR, if
such Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day.
Accrued interest hereon shall be an amount calculated by multiplying
the face amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
from the Original Issue Date or from the day succeeding the last date for which
interest shall have been paid, as the case may be, to the date for which accrued
interest is being calculated. The interest factor for each such day shall be
computed by dividing the interest rate applicable to such day by 360 or, in the
case of Notes having the Treasury Rate as their Interest Rate Basis, by the
actual number of days in the year.
The Interest Determination Date with respect to the Certificate of
Deposit Rate, Commercial Paper Rate, Federal Funds Rate, Prime Rate and the X.X.
Xxxxx Xxxx will be the second Business Day preceding the Interest Reset Date.
The Interest Determination Date with respect to the Eleventh District Cost of
Funds Rate will be the last working day of the month immediately preceding such
Interest Rate Reset Date on which the Federal Home Loan Bank of San Francisco
(the "FHLB of San Francisco") publishes the Index (as defined below). The
Interest Determination Date with
11
respect to LIBOR shall be the second London Banking Day (as defined below)
preceding an Interest Reset Date. The Interest Determination Date with respect
to the Treasury Rate shall be the day of the week in which such Interest Reset
Date falls on which Treasury bills normally would be auctioned; provided,
--------
however, that if as a result of a legal holiday an auction is held on the Friday
-------
of the week preceding the Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
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if an auction shall fall on any Interest Reset Date then the Interest Reset Date
shall instead be the first Business Day following such auction.
The "Calculation Date" pertaining to any Interest Determination Date
shall be the tenth calendar day after such Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business Day.
All percentages resulting from any calculation on the Notes 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, and all
dollar amounts used in or resulting from such calculation on the Notes will be
rounded to the nearest cent or, in the case of a Specified Currency other than
United States dollars, to the nearest unit (with one-half cent being rounded
upward).
The interest rate borne by this Note will be determined as follows:
(i) Unless the Interest Category of this Note is specified on
the face hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse
Floating Rate Note" or as otherwise specified as Other/Additional
Provisions on the face hereof or in an Addendum hereto, this Note shall
be designated as a "Regular Floating Rate Note" and, except as set forth
below or specified on the face hereof or in an Addendum hereto, shall
bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases (a) plus or minus the Spread, if any,
and/or (b) multiplied by the Spread Multiplier, if any, in each case as
specified on the face hereof. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note shall be payable shall be
reset as of each Interest Reset Date specified on the face hereof;
provided, however, that the interest rate in effect for the period, if
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any , from the Original Issue Date to the Initial Interest Reset Date
shall be the Initial Interest Rate.
(ii) If the Interest Category of this Note is specified on the
face hereof as a "Floating Rate/Fixed Rate Note," then, except as set
forth below or specified on the face hereof or in an Addendum hereto,
this Note shall bear interest at the
12
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 a s an "Inverse Floating Rate Note," then, except as set
forth below or specified on the face hereof or in an Addendum hereto,
this Note shall bear interest at the Fixed Interest Rate minus the rate
determined by reference to the applicable Interest Rate Basis or Bases
(a) plus or minus the Spread, if any, and/or (b) multiplied by the
Spread Multiplier, if any; provided, however, that, unless otherwise
-----------------
specified on the face hereof or in an Addendum hereto,
the interest rate hereon shall not be less than zero. Commencing on the
Initial Interest Reset Date, the rate at which interest on this Note
shall be payable shall be reset as of each Interest Reset Date;
provided, however, that the interest rate in effect for the period, if
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any, from the Original Issue Date to the Initial Interest Reset Date
shall be the Initial Interest Rate.
Except as set forth above or specified on the face hereof or in an Addendum
hereto, the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the
next succeeding Business Day, except that if LIBOR is an applicable Interest
Rate Basis and such Business Day falls in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day. In
addition, if the Treasury Rate is an applicable Interest Rate Basis and the
Interest Determination Date would otherwise fall on an Interest Reset Date, then
such Interest Reset Date will be postponed to the next succeeding Business Day.
13
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law, regulation or executive order to close in The
City of New York or the Commonwealth of Pennsylvania; provided, however, that if
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the Specified Currency is other than United States dollars, such day is also not
a day on which banking institutions are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing the Specified Currency (or, 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 LIBOR is an applicable Interest
-------- -------
Rate Basis, such day is also a London Business Day (as defined below). "London
Business Day" means (i) if the Index Currency (as defined below) is other than
ECU, any day on which dealings in such Index Currency are transacted in the
London interbank market or (ii) if the Index Currency is ECU, any day that does
not appear as an ECU non-settlement day on the display designated as "ISDE" on
the 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 the capital city of the country issuing the Specified Currency, or solely
with respect to the calculation of LIBOR, the Index Currency, except that with
respect to United States dollars, Australian dollars, Deutsche marks, Dutch
guilders, Italian lire, Swiss francs and ECU, the "Principal Financial Center"
shall be The City of New York, Sydney, Frankfurt, Amsterdam, Milan, Zurich and
Luxembourg, respectively.
The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be determined by the Calculation Agent as
of the applicable Interest Determination Date and will be calculated by the
Calculation Agent on or prior to the Calculation Date (as defined below), except
with respect to the LIBOR, which will be calculated as of 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; and the "Interest Determination Date" with respect to LIBOR
shall be the second London Business Day immediately preceding the applicable
Interest Reset Date, unless the Index Currency is British pounds sterling, in
which case the "Interest Determination Date" will be the applicable Interest
Reset Date. The "Interest Determination Date" with respect to the Treasury Rate
shall be the day in the week in
14
which the applicable Interest Reset Date falls on which day Treasury Bills (as
defined below) are normally auctioned (Treasury Bills are normally sold at an
auction held on Monday of each week, unless that day is a legal holiday, in
which case the auction is normally held on the following Tuesday, except that
such auction may be held on the preceding Friday); provided, however, that if an
-------- -------
auction is held on the Friday of the week preceding the applicable Interest
Reset Date, the "Interest Determination Date" shall be such preceding Friday.
If the interest rate of this Note is determined with reference to two or more
Interest Rate Bases specified on the face hereof, the "Interest Determination
Date" pertaining to this Note shall be the most recent Business Day which is at
least two Business Days prior to the applicable Interest Reset Date on which
each Interest Rate Basis is determinable. Each Interest Rate Basis shall be
determined as of such date, and the applicable interest rate shall take effect
on the 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 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 by the Board
of Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary
Market)." If such rate is not published in H.15(519) by 9:00 A.M., New York
City time, on the related Calculation Date, then the CD Rate on such CD Rate
Interest Determination Date will be calculated by the Calculation Agent
specified on the face hereof and will be the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on such CD Rate
Interest Determination Date, of three leading nonbank dealers in negotiable
United States dollar certificates of deposit in The City of New York selected by
the Calculation Agent for negotiable 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 in a
denomination of U.S.$5,000,000; provided, however, that if fewer than three
-------- -------
dealers so selected by the Calculation Agent are 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.
15
CMT Rate. If an Interest Rate Basis for this Note is specified on the face
--------
hereof as the CMT Rate, the CMT Rate shall be determined as of the applicable
Interest Determination Date (a "CMT Rate Interest Determination Date") as the
rate displayed on the Designated CMT Telerate Page (as defined below) under the
caption "...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055, the rate on such CMT Rate Interest Determination Date and (ii) if the
Designated CMT Telerate Page is 7052, the week or 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 published in H.15(519). If such rate is no longer published
or is not published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate on such CMT Rate Interest Determination Date will be
such treasury constant maturity rate for the Designated CMT Maturity Index (or
other United States Treasury rate for the Designated CMT Maturity Index) for the
CMT Rate Interest Determination Date with respect to such Interest Reset Date as
may then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in H.15(519). If such information is
not provided by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate on the CMT Rate Interest Determination Date will be calculated
by the Calculation Agent and will be a yield to maturity, based on the
arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York selected by the Calculation Agent (from five
such Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one of the lowest)), for the
most recently issued direct noncallable fixed rate obligations of the United
States ("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of not less than
such Designated CMT Maturity Index minus one year. If the Calculation Agent is
unable to obtain three such Treasury Note quotations, the CMT Rate on such CMT
Rate Interest Determination Date will be calculated by the Calculation Agent and
will be a yield to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 P.M., New York City time, on such CMT
Rate Interest Determination Date of three
16
Reference Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest)), for Treasury Notes with an original
maturity of the number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the Designated CMT
Maturity Index and in an amount of at least U.S.$100 million. If three or four
(and not five) of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer prices obtained
and neither the highest nor the lowest of such quotes will be eliminated;
provided, however, that if fewer than three Reference Dealers selected by the
-------- -------
Calculation Agent are quoting as mentioned herein, the CMT Rate determined as of
such CMT Rate Interest Determination Date will be the CMT Rate in effect on such
CMT Rate Interest Determination Date. If two Treasury Notes with an original
maturity as described in the second preceding sentence have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the Calculation
Agent will obtain from the 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 Telerate
Service (or any successor service) on the page specified on the face hereof (or
any other page as may replace such page on such service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519)) for the
purpose of displaying Treasury Constant Maturities as reported in H.15(519). If
no such page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the United States Treasury securities (either 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.
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 per annum rate (quoted on a bank discount
basis) for commercial paper having the Index Maturity as published in H.15(519)
under the heading "Commercial Paper." If such rate is not published in
H.15(519) by 3:00 P.M., New York City time, on such Calculation Date, then the
Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date
will be calculated by the Calculation Agent and shall be the Money Market Yield
of the arithmetic mean of the per annum offered rates (quoted on a bank discount
basis) as of 11:00 A.M., New York City time, on
17
such Commercial Paper Rate Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the Calculation Agent
for commercial paper having the Index Maturity placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally recognized
rating agency; provided, however, that if fewer than three dealers selected by
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the Calculation Agent are quoting as mentioned in this sentence, the Commercial
Paper Rate determined as of such Commercial Paper Rate Interest Determination
Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate
Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:
Money Market Yield = D x 360 x 100
---------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the period
from the Interest Reset Date to but excluding the day that numerically
corresponds to such Interest Reset Date (or, if there is not any numerically
corresponding day, the last day) in the calendar month that is the number of
months corresponding to the specified Index Maturity after the month in which
such Interest Reset Date falls.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for this
------------------------------------
Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date") as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "11th District" on Telerate Page 7058 (as defined
below) as of 11:00 A.M., San Francisco time, on such Eleventh District Cost of
Funds Rate Interest Determination Date. If such rate does not appear on
Telerate Page 7058 on any related Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate for 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 the date of such announcement. If the FHLB of San
Francisco fails to announce such rate for the calendar month immediately
preceding such Eleventh District Cost of Funds Rate Interest Determination Date,
then the Eleventh District Cost of Funds Rate determined as of such Eleventh
District Cost of Funds Rate Interest Determination Date shall be the Eleventh
18
District Cost of Funds Rate in effect on such Eleventh District Cost of Funds
Rate Interest Determination Date.
"Telerate Page 7058" means the display designated as page "7058" on the Dow
Xxxxx Telerate Service (or such other page as may replace the 7058 page on that
service for the purpose of displaying the monthly weighted average cost of funds
paid by member institutions of the Eleventh Federal Home Loan Bank District).
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)." If such rate is not published in H.15(519) by 3:00 P.M., New York
City time, on the related Calculation Date, then the Federal Funds Rate on such
Federal Funds Interest Determination Date shall be calculated by the Calculation
Agent and will be the arithmetic mean of the rates, as of 9:00 A.M., New York
City time, on such Federal Funds Rate Interest Determination Date, for the last
transaction in overnight federal funds arranged by three leading brokers of
federal funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if fewer than three brokers so selected by the
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Calculation Agent are 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.
X.X. Xxxxx Xxxx. If an Interest Rate Basis for this Note is specified on
---------------
the face hereof as the X.X. Xxxxx Xxxx, the X.X. Xxxxx Xxxx shall be determined
as of the applicable Interest Determination Date (a "X.X. Xxxxx Interest
Determination Date") as the rate specified in the high grade weekly index (the
"Weekly Index") on such X.X. Xxxxx Interest Determination Date made available by
Xxxxx Information Systems ("Xxxxx") to the Calculation Agent. The Weekly Index
is based on 30-day yield evaluations at par of bonds, the interest of which is
exempt from federal income taxation under the Internal Revenue Code of 1986, as
amended (the "Code"), of not less than five high grade component issuers
selected by Xxxxx, which shall include, without limitation, issuers of general
obligation bonds. The specific issuers to be included among the component
issuers may be changed from time to time by Xxxxx at its discretion. The bonds
on which the Weekly Index is based do not include any bonds on which the
interest is subject to a minimum tax or similar tax under the Code unless all
tax-exempt bonds are subject to such tax. In the event Xxxxx ceases to make
available such Weekly Index, a successor indexing agent will be selected by the
Calculation Agent, such index to reflect the prevailing rate for bonds rated in
the highest short-term rating
19
category by Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings Group
in respect of issuers most closely resembling the high grade component issuers
selected by Xxxxx for its Weekly Index, the interest on which is (a) variable on
a weekly basis, (b) exempt from federal income taxation under the Code and (c)
not subject to a minimum tax or similar tax under the Code, unless all tax-
exempt bonds are subject to such tax. If such a successor indexing agent is not
available, the rate for any X.X. Xxxxx Interest Determination Date will equal
67% of the rate calculated using methodology set forth below under "Treasury
Rate." The Calculation Agent shall calculate the X.X. Xxxxx Xxxx in accordance
with the foregoing. At the request of a holder of a Floating Rate Note bearing
interest at the X.X. Xxxxx Xxxx, the Calculation Agent will provide such holder
with the interest rate that will become effective as of the next Interest Reset
Date.
LIBOR. If an Interest Rate Basis for this Note is specified on the face
-----
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as of the
applicable Interest Determination Date (a "LIBOR Interest Determination Date")
in accordance with the following provisions:
(i) the Calculation Agent will determine either (a) the arithmetic mean of
the offered rates for deposits in the Index Currency for the period of the
applicable Index Maturity which appear on the Reuters Screen LIBO Page at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date
if at least two such offered rates appear on the Reuters Screen LIBO Page"
("LIBOR Reuters"), or (b) the rate for deposits in the Index Currency for the
period of the applicable Index Maturity that appears on the Telerate Page 3750
as of 11:00 A.M., London time, on such LIBOR Interest Determination Date ("LIBOR
Telerate"). "Reuters Screen LIBO Page" means the display designated as Page
"LIBO" on the Reuters Monitor Money Rate Service (or such other page as may
replace the LIBO page on the service for the purpose of displaying London
interbank offered rates of major banks). "Telerate Page 3750" means the display
designated as page "3750" on the Telerate Service (or such other page as may
replace the 3750 page on that service or such other service or services as may
be nominated by the British Bankers' Association for the purpose of displaying
London Interbank offered rates for deposits in the Index Currency). If neither
LIBOR Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR will be
determined as if LIBOR Telerate is specified. If fewer than two offered rates
appear on the Reuters Screen LIBO Page, or if no rate appears on the Telerate
Page 3750, as applicable, LIBOR in respect of that LIBOR Interest Determination
Date will be determined as if the parties had specified the rates described in
(ii) below.
(ii) If fewer than two offered rates appear on the Reuters Screen LIBO page
or no rate appears on Telerate Page 3750, as applicable, the Calculation Agent
will request the principal London
20
offices of four major banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered quotations
for deposits in the Index Currency for the period of the applicable Index
Maturity to prime banks in the London interbank market at approximately 11:00
A.M., London time, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date and in a principal amount that
is representative of a single transaction in such Index Currency in such market
at such time. If at least two such quotations are provided, LIBOR on such LIBOR
Interest Determination Date will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, 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 by three
major banks in such Principal Financial Center for loans in the Index Currency
to leading European Banks, having the Index Maturity and in a principal amount
that is representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if fewer than three banks selected
as aforesaid by the Calculation Agent are quoting rates as mentioned in this
sentence, the rate of interest in effect for the applicable period will be the
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.
Prime Rate. If an Interest Rate Basis for this Note is specified on the
----------
face hereto as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan." If such rate is not published prior to 9:00 A.M.,
New York City time, on the related Calculation Date, then the Prime Rate shall
be the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Screen US Prime 1 Page (as defined below) as such
bank's prime rate or base lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on the Reuters Screen
US Prime 1 Page for such Prime Rate Interest Determination Date, the Prime Rate
shall be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date by three major banks in
The City of New York selected by the Calculation Agent. If fewer than three
such quotations are so provided, the Prime Rate shall be the Prime Rate in
effect on such Prime Rate Interest Determination Date.
21
"Reuters Screen US Prime 1 Page" means the display designated as page "US
------------------------------
Prime 1" on the Reuter Money Market Rates Service (or any successor service) (or
such other page as may replace the US Prime 1 Page on such service (or any
successor service) for the purpose of displaying prime rates or base lending
rates of major United States banks).
Treasury Rate. If an Interest Rate Basis for this Note is specified on the
-------------
face hereof as the Treasury Rate, the Treasury Rate shall be determined as of
the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity, as such rate is published
in H.15(519) under the heading "U.S. Government Securities/Treasury
Bills/Auction Average (Investment)" or, if not published by 9:00 A.M., New York
City time, on the related Calculation Date, the auction average rate of such
Treasury Bills (expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as otherwise announced by
the United States Department of the Treasury. In the event that the results of
the Auction of Treasury Bills having the Index Maturity are not reported as
provided 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 the rate set forth in
H.15(519) for the relevant Treasury Interest Determination Date for the
specified Index Maturity under the heading "U.S. Government Securities/Treasury
Bills/Secondary market." If such rate is not published by 3:00 P.M. New York
City time on the relevant Calculation Date, 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 primary United States government securities dealers
in The City of New York selected by the Calculation Agent, for the issue of
Treasury Bills with a remaining maturity closest to the Index Maturity;
provided, however, that if fewer than three dealers so selected by the
Calculation Agent are quoting as mentioned in this sentence, the Treasury Rate
determined as of such Treasury Rate Interest Determination Date will be the
Treasury Rate in effect on such Treasury Rate Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. 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.
22
At the request of the Holder hereof, the Calculation Agent will provide to
the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate which will become effective as of the next Interest Reset
Date.
Except as may be provided in the Indenture, if an Event of Default with
respect to the Notes shall occur and be continuing, the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Notes may declare
the principal of all the Notes due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor, and the Trustee with the consent of the Holders of not less than 66
2/3% in aggregate principal amount of the Securities at the time Outstanding of
each series affected thereby. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of each series, to waive compliance by the Company or the
Guarantor 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.
The Guarantor, or a Subsidiary (as defined in the Indenture) thereof, may
directly assume, by a supplemental indenture, the due and punctual payment of
the principal of, and premium, if any, and interest on, all of the Securities,
in which case the Company shall be released from its liability as obligor on the
Securities.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, and premium, if any, and
interest on, this Note at the times, places and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
corporate trust office of Bankers Trust Company, as Security Registrar, in the
Borough of Manhattan, The City of New York or at such other agency of the
Company maintained for that purpose in the Borough of
23
Manhattan, The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company, and this Note 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.
The Notes are issuable only in registered form without coupons in minimum
denominations of $100,000 or 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, the Notes are exchangeable for a like aggregate
principal amount of Notes in authorized denominations, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer or
exchange, the Company, the Guarantor, the Trustee and any agent of the Company,
the Guarantor or the Trustee may treat the Holder as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Guarantor, the Trustee nor any agent thereof shall be affected by notice to the
contrary.
The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to agreements made
and to be performed in such State.
All terms used but not defined herein shall have the meanings assigned to
such terms in the Indenture.
GUARANTEE OF KEYSTONE FINANCIAL, INC.
For value received, Keystone Financial, Inc., a Pennsylvania corporation
(the "Guarantor"), hereby unconditionally guarantees to the Holder of this Note
the due and punctual payment of the principal of, and premium, if any, and
interest on (including any Additional Amounts payable in respect thereof), this
Note when and as the same shall become due and payable, whether at the Stated
Maturity Date or upon acceleration, redemption, repayment or otherwise,
according to the terms of the Indenture. In case of the failure of the Company
punctually to make any such payment of principal, premium, if any, or interest,
the Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at the Stated Maturity
Date or upon acceleration, redemption, repayment or otherwise, and as if such
payment were made by the Company.
24
The payment of the principal of and premium, if any, and interest
(including any Additional Amounts payable in respect thereof) on the Notes under
the Guarantee is expressly subordinated and subject in right of payment, as
provided in the Indenture, to the prior payment of any and all Senior Guarantor
Indebtedness, as defined in the Indenture, and this Guarantee and the related
Note are subject to such provisions, and each Holder of the Notes, by accepting
the same, agrees, expressly for the benefit of present and future holders of
Senior Guarantor Indebtedness, whether now or hereafter outstanding, to and
shall be bound by such provisions.
The Guarantor hereby agrees that its obligations under this Guarantee shall
be as principal and not merely as surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of this Note or the Indenture, any failure to
enforce the provisions of this Note or the Indenture, or any waiver,
modification, consent or indulgence granted to the Company with respect thereto
by the Holder of this Note or the Trustee, the recovery of any judgment against
the Company or any action to enforce the same, or any other circumstance which
may otherwise constitute a legal or equitable discharge of a surety or
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to this Note or the indebtedness evidenced hereby
and all demands whatsoever, and covenants that this Guarantee will not be
discharged except by payment in full of the principal of, and premium, if any,
and interest on, this Note and the complete performance of all other obligations
contained herein.
The Guarantor shall be subrogated to all rights of the Holder of this Note
against the Company in respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that
-------- -------
the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until payment in full of
the principal of, and premium, if any, and interest on, the Note and the
complete performance of all other obligations contained herein.
Subject to the next following paragraph, the Guarantor hereby certifies and
warrants that all acts, conditions and things required to be done and performed
and to have happened precedent to the creation and issuance of this Guarantee
and to constitute the same the valid obligation of the Guarantor have been done
and performed and have happened in due compliance with all applicable laws.
Unless the Certificate of Authentication hereon has been executed by the
Trustee under the Indenture by the manual signature of one of its authorized
officers, this Guarantee shall not be valid or obligatory for any purposes.
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This Guarantee shall be governed by, and construed in accordance with, the
laws of the State of New York.
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IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed in facsimile by its duly authorized officer under its corporate seal.
Dated:
[SEAL]
KEYSTONE FINANCIAL, INC.
By: _______________________
Name:
Title:
Attest:
By: ________________________
Name:
Title:
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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 the principal amount hereof together with interest 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 Paying Agent must receive at its corporate
trust office in the City of Philadelphia, or at such other place or places of
which the Company shall from time to time notify the Holder of this Note, not
more than 60 nor less than 30 days prior to an Optional Repayment Date, if any,
shown on the face of this Note, 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 in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $100,000 or an integral multiple of $1,000 in excess thereof
(or, if the Specified Currency is other than United States dollars, the minimum
Authorized Denomination specified on the face hereof)) 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): $______________.
_____________________________________
Date:___________ NOTICE: The signature on this Option to Elect
Repayment must correspond with the name as written
upon the face of this Note in every particular,
without alteration or enlargement or any change
whatever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian _____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
Additional abbreviations may also be used though not in the above list.
__________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
this Note and all rights thereunder hereby irrevocably constituting and
appointing
____________________________________________________________________ Attorney to
transfer this Note on the books of the Trustee, with full power of substitution
in the premises.
Dated:_____________________ _______________________________________
_______________________________________
Notice: The signature(s) on this Assignment
must correspond with the name(s) as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change whatsoever.
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