Exhibit 4
FLOATING RATE GLOBAL MEDIUM-TERM NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE
THEREOF. 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 TRUST COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR
BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY), 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.
REGISTERED PRINCIPAL AMOUNT
No. R-1 CUSIP No. 000000X00 $3,250,000,000
XXXXXXX XXXXX & CO., INC.
MEDIUM-TERM NOTE,
SERIES C
Xxxxxxx Xxxxx Extendible Monthly Securities
(the "Notes")
XXXXXXX XXXXX & CO., INC., a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of $3,250,000,000 (THREE BILLION
TWO HUNDRED FIFTY MILLION DOLLARS) on September 15, 2010 (the "Final Stated
Maturity Date") (or such lesser amount as shall not have been earlier
exchanged for other notes pursuant to the terms hereof), and to pay interest
on the principal amount hereof outstanding from time to time, at a rate per
annum determined in accordance with the provisions hereof, until the principal
hereof is paid or duly made available for payment.
The "Original Issue Date" is August 23, 2005.
The "Initial Stated Maturity Date" of this Note is September 15, 2006,
or if such date is not a Business Day (as defined herein), the Business Day
immediately preceding such date.
To exercise the option to extend the Note in whole or in part, this Note
and the duly completed form entitled "Option to Extend Maturity" below must be
received, by the Trustee at its office at 0 Xxx Xxxx Xxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 or such address which the Company shall from time to time
notify the Holders of the Notes (any such office being the "Corporate Trust
Office"), no later than the close of business, New York City time, on the last
Business Day during the Notice Period (as defined herein) for the applicable
Election Date (as defined herein). Exercise of such extension option by the
Holder hereof shall be revocable during such Notice Period until 12:00 noon,
New York City time, on the last Business Day in the Notice Period relating to
the applicable Election Date, upon which time such notice will become
irrevocable.
If on any Election Date a Holder does not make an election to extend the
maturity date of all or any portion of the principal amount of this Note, the
principal amount of this Note for which such election was not made shall
become due and payable on the Initial Stated Maturity Date or any Subsequent
Stated Maturity Date, if applicable, to which the maturity date of such
principal amount shall have previously been extended. The principal amount of
this Note for which such election is not exercised shall be represented by a
new Xxxxxxx Xxxxx Extendible Monthly Security (a "New Note"), issued on the
last Business Day of the applicable Notice Period in the Form of Exhibit A
hereto. The New Note so issued shall have the same terms as this Note, except
that it shall not be extendible, shall have a separate CUSIP number and its
stated maturity date shall be the date that is 366 calendar days from and
including such Election Date, or if such 366th calendar day is not a Business
Day, the immediately preceding Business Day. The failure to elect to extend
the maturity date of all or any portion of this Note shall be irrevocable and
shall be binding upon any subsequent Holder of such notes.
To exercise the option to extend the maturity date of all or of any
portion of this Note having a principal amount of $1,000 or any multiple of
$1,000 in excess thereof the Holder must deliver notice to the Trustee, as
described above, during the applicable Notice Period for that Election Date.
The new maturity date for the portion of this Note that has been so extended
shall be the 366th calendar day from, and including, the fifteenth calendar
day of the month immediately succeeding such election, provided that if such
366th calendar day is not a Business Day, the new maturity date shall be the
immediately preceding Business Day (a "Subsequent Stated Maturity Date"). A
Subsequent Stated Maturity Date cannot occur on any date after the Final
Stated Maturity Date.
To the extent that the Trustee has not received a duly completed "Option
to Extend Maturity" form within the applicable Election Period in accordance
with the terms of this Note as to all or part of the principal amount of this
Note, the Trustee shall (a) issue a new Note in the form of Exhibit A hereto
representing such principal amount and (b) reduce or cause to be reduced the
outstanding principal amount of this Note by such amount.
"Election Date" means shall be the 15th calendar day of each month from
September 2005 to August 2009 inclusive, whether or not such day is a Business
Day.
The "Notice Period" for each Election Date shall begin on the fifth
scheduled Business Day prior to but not including the Election Date and end on
the Election Date; however, if that Election Date is not a Business Day, the
Notice Period will be extended to the following Business Day.
This Note may not be redeemed at the option of the Company in whole or
in part.
The Company shall pay interest on the fifteenth calendar day of each
month, commencing September 15, 2005 and on the Final Stated Maturity Date
(each an "Interest Payment Date"); (the date of such Final Stated Maturity
Date and the date on which principal or an installment of principal is due and
payable by declaration of acceleration pursuant to the Indenture being
referred to hereinafter as a "Maturity" with respect to principal payable on
such date); provided, however, that if an Interest Payment Date (other than an
Interest Payment Date at Maturity) would fall on a day that is not a Business
Day, such Interest Payment Date shall be postponed to the next succeeding day
that is a Business Day. The "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the applicable Interest
Payment Date. Interest on this Note shall accrue from and including the
Original Issue Date, at the rates determined from time to time as specified
herein, until the principal hereof has been paid or made available for
payment. The interest so payable and punctually paid or duly provided for on
any Interest Payment Date shall as provided in the Indenture be paid to the
Person in whose name this Note is registered at the close of business on the
Regular Record Date for such Interest Payment Date. Any such interest which is
payable, but not punctually paid or duly provided for on any Interest Payment
Date (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered Holder on such Regular Record Date, and may be paid to the
Person in whose name this Note is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture.
The "Interest Rate" borne by this Note shall be LIBOR (as defined below)
plus the applicable Spread (as defined below).
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Commencing on the first Interest Reset Date, the rate at which interest
on this Note is payable shall be reset as of each Interest Reset Date. An
"Interest Reset Date" means the fifteenth calendar day of each month,
commencing on September 15, 2005.
Except as provided above, the interest rate in effect on each day shall
be (a) 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 (b) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the immediately preceding Interest Reset Date. LIBOR shall be
determined in accordance with the applicable provision below. If any Interest
Reset Date would otherwise be a day that is not a Business Day, that Interest
Reset Date shall be postponed to the next succeeding day that is a Business
Day.
Interest payable on this Note on any Interest Payment Date shall be the
amount of interest accrued from and including the immediately preceding
Interest Payment Date in respect of which interest has been paid (or from and
including the Original Issue Date specified above, if no interest has been
paid), to but excluding the related Interest Payment Date or Maturity. Accrued
interest hereon shall be an amount calculated by multiplying the face amount
hereof by an accrued interest factor. The accrued interest factor shall be
computed by adding the interest factor calculated for each day in the period
for which accrued interest is being calculated. The interest factor for each
such day shall be computed by dividing the interest rate applicable to each
day by 360.
"Interest Determination Date" means the second London Banking Day (as
defined below) preceding each Interest Reset Date.
All percentages resulting from any calculation on this Note shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards. For example, 9.876545%
or .09876545 would be rounded to 9.87655% or .0987655. All dollar amounts used
in or resulting from any calculation shall be rounded to the nearest cent with
one-half cent being rounded upward.
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 commercial banks
are authorized or required by law, regulation or executive order to close in
The City of New York and such day is also a London Banking Day (as hereinafter
defined).
As used herein, "London Banking Day" means a day on which commercial
banks are open for business, including dealings in the LIBOR Currency (as
defined below), in London.
"LIBOR" as determined by the Calculation Agent (as defined below) means:
(1) The rate for deposits in the LIBOR Currency, as defined below,
having an index maturity of one month commencing on the related
Interest Reset Date, that appears on the LIBOR Page, as defined
below, as of 11:00 A.M., London time, on the particular Interest
Determination Date, or
(2) if no rate appears on the particular Interest Determination Date
on the LIBOR Page as specified above, the rate calculated by the
Calculation Agent as the arithmetic mean of at least two offered
quotations obtained by the Calculation Agent after requesting the
principal London offices of each of four major reference banks,
which may include affiliates of the agent, in the London interbank
market to provide the Calculation Agent with its offered quotation
for deposits in the LIBOR Currency for the period of the index
maturity of one month, commencing on the related Interest Reset
Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on that Interest
Determination Date and in principal amount that is representative
for single transaction in the LIBOR Currency in that market at
that time, or
(3) if fewer than two offered quotations referred to in clause (2) are
provided as requested, the rate calculated by the Calculation
Agent as the arithmetic mean of the rates quoted at approximately
11:00 A.M., in The City of New York, on the particular Interest
Determination Date by three major banks, which may include
affiliates of the Calculation Agent, in The City of New York
selected by the Calculation Agent for loans in the LIBOR Currency
to leading European banks, having the index maturity of one month
and in principal amount that is representative for single
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transaction in the LIBOR Currency in that market at that time, or
(4) if the banks selected by the Calculation Agent are not quoting as
mentioned in clause (3), LIBOR in effect on the particular
Interest Determination Date.
"LIBOR Currency" means United States dollars.
"LIBOR Page" means the display on Moneyline Telerate Page 3750 or any
successor service on such page or any page as may replace the specified page
on that service for the purpose of displaying the London interbank rates of
major banks for the LIBOR Currency.
The "Spread" applicable to this Note shall equal (i) minus .02%, for
Interest Reset Dates occurring from the Original Issue Date to and including
August 2006, (ii) plus .01%, for Interest Reset Dates occurring from and
including September 2006 to and including August 2007, (iii) plus .03%, for
Interest Reset Dates occurring from and including September 2007 to and
including August 2008, (iv) plus .05%, for Interest Reset Dates occurring from
and including September 2008 to and including August 2009 and (v) plus .05%,
for Interest Reset Dates occurring from and including September 2009 to and
including August 2010.
The Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date. The Company
hereby covenants for the benefit of the Holder hereof, to the extent permitted
by applicable law, not to claim voluntarily the benefits of any laws
concerning usurious rates of interest against such Holder.
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated shall be the
"Calculation Agent". At the request of the Holder hereof, the Calculation
Agent shall provide to the Holder hereof the interest rate hereon then in
effect and, if determined, the interest rate which shall become effective as
of the next Interest Reset Date with respect to this Note.
Payment of the principal of and interest on this Note shall be made at
the Office or Agency of the Company maintained by the Company for such purpose
in the Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.
Unless the certificate of authentication hereon has been executed by or
on behalf of JPMorgan Chase Bank, N.A., the Trustee with respect to the Notes
under the Indenture, or its successor thereunder, 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.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series C (the "Notes"). The Securities are issued and to be issued under an
indenture (the "Indenture") dated as of April 1, 1983, between the Company and
JPMorgan Chase Bank, N.A., (herein called the "Trustee", which term includes
any successor Trustee under the Indenture), as amended and restated, to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights thereunder of the Company, the Trustee
and the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. 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 as requested by
the Holder surrendering the same. If (x) the Depository is at any time
unwilling or unable to continue as depository and a successor depository is
not appointed by the Company within 60 days, (y) the Company executes and
delivers to the Trustee a Company Order to the effect that this Note shall be
exchangeable or (z) an Event of Default has occurred and is continuing with
respect to the Notes, this Note shall be exchangeable for Notes in definitive
form of like tenor and of an equal aggregate principal amount, in authorized
denominations. Such definitive Notes shall be registered in such name or names
as the Depository shall instruct the Trustee. If definitive Notes are so
delivered, the Company may make such changes to the form of this Note as are
necessary or appropriate to allow for the issuance of such definitive Notes.
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This Note is not subject to any sinking fund.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared 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 rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in aggregate original public offering
price or principal amount, as the case may be, of the Securities at any time
Outstanding, as defined in the Indenture, of each series affected thereby.
Holders of specified percentages in aggregate original public offering price
or principal amount, as the case may be, of the Securities of each series at
the time Outstanding, on behalf of the Holders of all the Securities of each
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein and on the face hereof, 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 office or agency of the Company in
the Borough of Manhattan, The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company 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, shall be issued to the designated
transferee or transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture but not
in this Note shall have the meanings assigned to them in the Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
Dated: August 23, 2005
XXXXXXX XXXXX & CO., INC.
By:_________________________________
Xxxx Xxxx
Assistant Treasurer
[FACSIMILE OF SEAL] Attest:
By:_________________________________
Xxxxxx X. Xxxxxxxxxxxx
Secretary
CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.
JPMORGAN CHASE BANK, N.A.,
as Trustee
By:__________________________________
Authorized Officer
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