Attached files
file | filename |
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8-K - FORM 8-K - US BANCORP \DE\ | c15750e8vk.htm |
EX-1.1 - EXHIBIT 1.1 - US BANCORP \DE\ | c15750exv1w1.htm |
EX-4.1 - EX-4.1 - US BANCORP \DE\ | c15750exv4w1.htm |
EX-4.3.J - EXHIBIT 4.3(J) - US BANCORP \DE\ | c15750exv4w3wj.htm |
EX-4.3.I - EXHIBIT 4.3(I) - US BANCORP \DE\ | c15750exv4w3wi.htm |
EX-4.3.H - EXHIBIT 4.3(H) - US BANCORP \DE\ | c15750exv4w3wh.htm |
EX-4.3.C - EXHIBIT 4.3(C) - US BANCORP \DE\ | c15750exv4w3wc.htm |
EX-4.3.D - EXHIBIT 4.3(D) - US BANCORP \DE\ | c15750exv4w3wd.htm |
EX-4.3.F - EXHIBIT 4.3(F) - US BANCORP \DE\ | c15750exv4w3wf.htm |
EX-4.3.B - EXHIBIT 4.3(B) - US BANCORP \DE\ | c15750exv4w3wb.htm |
EX-4.3.E - EXHIBIT 4.3(E) - US BANCORP \DE\ | c15750exv4w3we.htm |
EX-4.2 - EXHIBIT 4.2 - US BANCORP \DE\ | c15750exv4w2.htm |
EX-4.3.A - EXHIBIT 4.3(A) - US BANCORP \DE\ | c15750exv4w3wa.htm |
Exhibit 4.3(g)
This Note is a Global Security within the meaning of the Indenture referred to herein and is
registered in the name of a Depositary or a nominee of a Depositary. Unless this certificate is
presented by an authorized representative of The Depository Trust Company, a New York corporation
(DTC) to the issuer or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.
REGISTERED | REGISTERED |
U.S. Bancorp | Principal Amount: | |||
No. UB- | Medium-Term Note, Series U (Subordinated) | $ | ||
(Global Floating Rate Note) | CUSIP No. |
ORIGINAL ISSUE DATE: | MATURITY DATE: | |||||
INITIAL INTEREST RATE: | SPREAD: | |||||
BASE RATE (and, if | SPREAD MULTIPLIER: | |||||
applicable, related Interest Periods): | ||||||
o | Commercial Paper Rate | REDEMPTION TERMS: | ||||
o | Federal Funds Rate | |||||
o | Federal Funds (Effective) Rate | |||||
o | Federal Funds Open Rate | |||||
o | Federal Funds Target Rate | |||||
o | LIBOR | |||||
o | EURIBOR | |||||
o | Prime Rate | |||||
o | CD Rate | |||||
o | Treasury Rate | |||||
o | CMT Rate | |||||
o | Reuters Page FRBCMT | |||||
o | Reuters Page FEDCMT | |||||
o One-Week o One-Month | ||||||
o | Other (see Other Terms) | OTHER TERMS: |
INDEX MATURITY:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET DATES:
INTEREST PAYMENT DATES:
INTEREST RESET PERIOD:
SPECIFIED CURRENCY:
DAY COUNT CONVENTION:
o
|
30/360 for the period | |
From To | ||
o
|
Actual/360 for the period | |
From To | ||
o
|
Actual/Actual for the period | |
From To |
U.S. BANCORP, a corporation duly organized and existing under the laws of Delaware (herein
called the Company, which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to or registered
assigns, the principal sum of DOLLARS ($_____)
on the Maturity Date shown above or, together with any premium thereon, upon any applicable
Redemption Date, and to pay interest thereon from the Original Issue Date shown above or, except as
otherwise specified below, from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, on each Interest Payment Date shown above, commencing
with the Interest Payment Date immediately following the Original Issue Date, at the rate per annum
determined in accordance with the provisions set forth on the reverse side hereof relating to the
applicable Base Rate specified above, until the principal hereof is paid or made available for
payment; provided, however, that if the Original Issue Date is between a Regular Record Date and an
Interest Payment Date, interest payments will be made on the Interest Payment Date following the
next succeeding Regular Record Date. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will as provided in such Indenture be paid to the Person in whose
name this Note (or one or more predecessor Notes) is registered at the close of business on the
Regular Record Date related to the Interest Payment Date, which, unless otherwise specified under
Other Terms above, shall be the day (whether or not a Business Day) fifteen calendar days
preceding each Interest Payment Date; provided, however, that interest payable on the Maturity Date
of this Note or any applicable Redemption Date shall be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder hereof on such Regular Record Date and may be paid to the Person
in whose name this Note (or one or more predecessor Notes) 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. In the event that any Maturity Date or Redemption Date is not a Business Day,
the principal otherwise payable on such date will be paid on the next day that is a Business Day
with the same force and effect as if made on such Maturity Date or Redemption Date, as applicable.
In the event that any Interest Payment Date is not a Business Day, such Interest Payment Date shall
be postponed to the next day that is a Business Day, provided that, for LIBOR and EURIBOR notes, if
such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the
immediately preceding Business Day. Payment of the principal of (and premium, if any) and interest
on this Note will be made to The Depository Trust Company, as depositary, or its nominee as the
registered owner of the global notes representing the book entry notes, provided, however, that the
Company may, at its option, pay interest on any Certificated Note, other than interest at maturity
or upon redemption, by mailing a check to the address of the Person entitled to payment as it
appears on the Security Register of the Company at the close of business on the Regular Record Date
corresponding to the relevant Interest Payment Date. A Holder of $10,000,000 (or the equivalent of
$10,000,000 in a currency other than U.S. dollars) or more in aggregate principal amount of Notes
of like tenor and term shall be entitled to receive payments by wire transfer of immediately
available funds, but only if appropriate wire transfer instructions have been received in writing
by the Trustee or the applicable Paying Agent not later than fifteen calendar days prior to the
applicable Interest Payment Date. Payment of the principal of (and premium, if any) and interest
on this Note due on the Maturity Date or any applicable Redemption Date will be made in immediately
available funds. If possible Redemption Dates or periods within which Redemption Dates may occur
and the related Redemption Prices (expressed as percentages of the principal amount of this Note)
are set forth above under Redemption Terms, this Note is subject to redemption, in whole or in
part, at the option of the Company prior to the Maturity Date upon not less than 30 nor more than
60 days notice mailed to the registered holder of the Note.
The principal of and any premium and interest on this Note are payable by the Company in the
Specified Currency for this Note. If the Specified Currency for this Note is other than U.S.
dollars, the Company will (unless otherwise specified on the face hereof) arrange to convert all
payments in respect of this Note into U.S. dollars in the manner described in the following
paragraph. If this Note has a Specified Currency other than U.S. dollars, the Holder may (if so
indicated on the face hereof) elect to receive all payments in respect of this Note in the
Specified Currency by delivery of a written notice to the Trustee or the applicable Paying Agent
not later than fifteen days prior to the applicable payment date. That election will remain in
effect until revoked by written notice to the Trustee or Paying Agent received no later than
fifteen calendar days prior to the applicable payment date.
2
In case the Specified Currency on the face hereof is other than U.S. dollars, the amount of
any U.S. dollar payment will be based on the bid quoted by an exchange rate agent as of 11:00 a.m.,
London time, on the second day preceding the applicable payment date on which banks are open for
business in London and New York City, for the purchase of U.S. dollars with the Specified Currency
for settlement on the payment date of the aggregate amount
of the Specified Currency payable to Holders of Notes denominated in other than U.S. dollars and
who are scheduled to receive U.S. dollar payments. If this bid quotation is not available, such
exchange rate agent will obtain a bid quotation from a leading foreign exchange bank in London or
New York City selected by such exchange rate agent. If the bids are not available, payment of the
aggregate amount due to all Holders on the payment date will be in the Specified Currency. All
currency exchange costs will be borne by the Holder of this Note by deductions from such payments
due such Holder.
Reference is hereby made to the further provisions of this Note set forth on the reverse side
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.
Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee referred to below by manual signature, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.
U.S. BANCORP |
||||
Dated: | By: | |||
Vice President |
Attest | ||||
Assistant Secretary |
TRUSTEES CERTIFICATE OF
AUTHENTICATION
AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant
to the within-mentioned Indenture.
designated herein and issued pursuant
to the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
as Trustee
By |
||||
Authorized Signatory |
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
as Authenticating Agent
By |
||||
Authorized Officer |
4
[Reverse Side of Note]
U.S. BANCORP
Medium-Term Note, Series U (Subordinated)
(Global Floating Rate Note)
U.S. BANCORP
Medium-Term Note, Series U (Subordinated)
(Global Floating Rate Note)
This Note is one of a duly authorized issue of securities of the Company (herein called the
Notes), issued or to be issued in one or more series under an Indenture dated as of October 1,
1991, as amended by a First Supplemental Indenture dated as of April 1, 1993 (as so amended, the
Indenture), between the Company and Citibank, N.A., as Trustee (herein called the Trustee,
which term includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of
Senior Indebtedness and the Holders of the Notes and the terms upon which the Notes are, and are to
be, authenticated and delivered. This Note is one of the series designated herein. By the terms
of the Indenture, additional Notes of this series and of other separate series, which may vary as
to date, amount, Stated Maturity, interest rate or method of calculating the interest rate and in
other respects as therein provided, may be issued in an unlimited principal amount.
General
The rate of interest for this Note will be determined by reference to one or more Base Rates
specified on the face hereof, which may be adjusted by a Spread and/or Spread Multiplier. The
Spread is the number of basis points, or one-hundredth of a percentage point, specified on the
face hereof to be added or subtracted from the Base Rate specified on the face hereof. The Spread
Multiplier is the percentage specified on the face hereof to be applied to the Base Rate specified
on the face hereof. This Note may also have either or both of the following: (i) a Maximum
Interest Rate, or ceiling, on the rate at which interest will accrue during any Interest Reset
Period; and (ii) a Minimum Interest Rate, or floor, on the rate at which interest will accrue
during any Interest Reset Period. Notwithstanding the foregoing, the interest rate per annum
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 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. Under present New York law, the maximum rate of interest
is 25% per annum on a simple interest basis. This limit may not apply to Notes in which $2,500,000
or more has been invested.
Commencing with the Interest Reset Date specified on the face hereof, first following the
Original Issue Date specified on the face hereof, the rate at which this Note bears interest will
be reset daily, weekly, monthly, quarterly, semi-annually or annually (such specified period, an
Interest Reset Period, and the date on which each such reset occurs, an Interest Reset Date).
Unless otherwise specified on the face hereof under Other Terms, the Interest Reset Date will be
as follows: in the case of Notes which are reset daily, each Business Day; in the case of Notes
(other than Treasury Rate Notes) which are reset weekly, the Wednesday of each week; in the case of
Treasury Rate Notes which are reset weekly, the Tuesday of each week (except if the auction date
falls on a Tuesday, then the next Business Day, as provided below); in the case of Notes which are
reset monthly, the third Wednesday of each month; in the case of Notes which are reset quarterly,
the third Wednesday of March, June, September and December of each year; in the case of Notes which
are reset semi-annually, the third Wednesday of the two months of each year as indicated on the
face hereof, by the Interest Reset Dates; and in the case of Notes which are reset annually, the
third Wednesday of the month of each year as indicated on the face hereof, by the Interest Reset
Dates. Unless otherwise specified on the face hereof, the interest rate determined with respect to
any Interest Determination Date (as defined below) will become effective on the next succeeding
Interest Reset Date; provided, however, that the interest rate in effect from the Original Issue
Date to the first Interest Reset Date with respect to this Note (the Initial Interest Rate) will
be as set forth on the face hereof. If any Interest Reset Date for any Note 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, provided that, for LIBOR and EURIBOR notes, if such Business Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business
Day. Subject to applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note shall be the rate determined in accordance with the
provisions of the applicable heading below.
5
As used herein, Interest Determination Date is the date that the Calculation Agent will
refer to, when determining the new interest rate at which the interest rate on a Floating Rate Note
will reset. Unless otherwise specified on the face hereof under Other Terms, the Interest
Determination Date pertaining to an Interest Reset Date for a Commercial Paper Rate Note, a CD Rate
Note, or a CMT Rate Note (the Commercial Paper Rate Interest Determination Date, the CD Rate
Interest Determination Date, and the CMT Rate Interest Determination Date, respectively) will be
the second Business Day before the Interest Reset Date; for Federal Funds Rate Notes and Prime Rate
Notes, the Business Day immediately preceding the related Interest Reset Date (the Federal Funds
Rate Interest Determination Date and the Prime Rate Interest Determination Date, respectively);
for EURIBOR Notes, the second TARGET Business Day before the Interest Reset Date (the EURIBOR
Interest Determination Date); and for LIBOR Notes, the second London Business Day before the
Interest Reset Date (the LIBOR Interest Determination Date). Unless otherwise specified on the
face hereof under Other Terms, the Interest Determination Date pertaining to an Interest Reset
Date for a Treasury Rate Note (the Treasury Rate Interest Determination Date) will be the
Business Day (other than the Interest Reset Date) on which Treasury Bills would normally be
auctioned in the week in which such Interest Reset Date falls. Treasury Bills are usually sold at
auction on Monday of each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, but the auction may be held on the preceding Friday. If, as
the result of a legal holiday, an auction is so held on the preceding Friday, that Friday will be
the Treasury Rate Interest Determination Date pertaining to the Interest Reset Date occurring in
the next week. If an auction falls on a day that is an Interest Reset Date for a Treasury Rate
Note, the Interest Reset Date will be the following Business Day. The Interest Determination Date
for a Floating Rate Note, which interest rate is determined by two or more Base Rates, will be the
latest Business Day which is at least two Business Days prior to the Interest Reset Date for such
Floating Rate Note on which each such Base Rate can be determined.
Unless otherwise specified on the face hereof under Other Terms, interest payments on this
Note on an Interest Payment Date will accrue from and including the most recent Interest Payment
Date on which interest is paid or duly provided for, or if no interest is paid or duly provided
for, the date will be from and including the Original Issue Date or any other date specified on the
face hereof on which interest begins to accrue. Interest will accrue to, but excluding, the next
Interest Payment Date, or if earlier, the date on which the principal is paid or duly made
available for payment. Accrued interest is calculated by multiplying the face amount of this Note
by the applicable accrued interest factor (the Accrued Interest Factor). This Accrued Interest
Factor is the sum of the interest factors calculated for each day from the Original Issue Date or
from the last date to which interest has been paid or duly provided for to the date for which
accrued interest is being calculated. The interest factor for each such day is computed by
dividing the annual interest rate, expressed as a decimal, applicable to that day by 360 in the
case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes, EURIBOR Notes, Prime
Rate Notes, and CD Rate Notes, or by the actual number of days in the year in the case of Treasury
Rate Notes and CMT Rate Notes. The interest rate in effect on each day will be (i) if the day is
an Interest Reset Date, the interest rate for the Interest Determination Date related to the
Interest Reset Date or (ii) if the day is not an Interest Reset Date, the interest rate for the
Interest Determination Date related to the next preceding Interest Reset Date, subject in either
case to the Maximum Interest Rate or Minimum Interest Rate referred to on the face hereof.
On or before the Calculation Date (as defined below), U.S. Bank Trust National Association, as
Calculation Agent (the Calculation Agent), will determine the interest rate in accordance with
the foregoing with respect to the applicable Base Rate and will notify the Paying Agent. The
Paying Agent will determine the Accrued Interest Factor applicable to this Note. The Paying Agent
will, upon the request of the Holder of this Note, provide the interest rate then in effect and the
interest rate which will become effective as a result of a determination made with respect to the
most recent Interest Determination Date with respect to this Note. The determinations of interest
rates made by the Calculation Agent shall, in the absence of manifest error, be conclusive and
binding, and neither the Trustee nor the Paying Agent shall have the duty to verify determinations
of interest rates made by the Calculation Agent. The determinations of Accrued Interest Factors
made by the Paying Agent shall be conclusive and binding. Unless otherwise specified on the face
hereof under Other Terms, the Calculation Date means the earlier of (i) the tenth calendar day
after such Interest Determination Date, or, if that day is not a Business Day, the following
Business Day, and (ii) the Business Day before the applicable Interest Payment Date, Maturity Date
or Redemption Date, as the case may be.
6
Unless otherwise specified on the face hereof under Other Terms, all percentages resulting
from any calculation on this Note, 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. For example, 9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) will be rounded
to 9.87654% (or .0987654)). All calculations of the Accrued Interest Factor for any day on
Floating Rate Notes will be rounded, if necessary, to the nearest one hundred-millionth, with five
one-billionths rounded upward (e.g., .098765455 will be rounded to .09876546 and .098765454 will be
rounded to .09876545). All dollar amounts used in or resulting from calculation on this Note will
be rounded to the nearest cent, with one-half cent being rounded upward.
Determination of Commercial Paper Rate
If the Base Rate specified on the face hereof with respect to any Interest Period is the
Commercial Paper Rate, this Note is a Commercial Paper Rate Note with respect to such Interest
Period and the interest rate with respect to this Note for any Interest Reset Date relating to such
Interest Period shall be the Commercial Paper Rate as adjusted by the Spread and/or the Spread
Multiplier, if any, as specified on the face hereof, as determined on the applicable Commercial
Paper Rate Interest Determination Date. Commercial Paper Rate Notes will be subject to the Minimum
Interest Rate and Maximum Interest Rate, if any.
Unless otherwise specified on the face hereof under Other Terms, Commercial Paper Rate
means, with respect to any Commercial Paper Rate Interest Determination Date, the Money Market
Yield (calculated as described below) of the rate on that date for commercial paper having the
Index Maturity specified on the face hereof as published 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 Commercial Paper Nonfinancial.
The following procedures will be followed if the Commercial Paper Rate cannot be determined as
described above: (1) If the rate is not published by 3:00 p.m., New York City time, on the
Calculation Date relating to the Commercial Paper Rate Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield of the rate on the Commercial Paper Rate
Interest Determination Date for commercial paper having the Index Maturity specified on the face
hereof as set forth in the daily update of H.15(519), available through the worldwide website of
the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update, or any successor site or publication (the H.15
Daily Update) under the heading Commercial Paper Nonfinancial; (2) If by 3:00 p.m., New York
City time, on the Calculation Date the rate is not published in either H.15(519) or the H.15 Daily
Update, then the Calculation Agent shall determine the Commercial Paper Rate to be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on the
Commercial Paper Rate Interest Determination Date, of three leading dealers of commercial paper in
New York City selected by the Calculation Agent, after consultation with the Company, for
commercial paper having the Index Maturity specified on the face hereof placed for an industrial
issuer whose bond rating is AA, or the equivalent, from a nationally recognized securities rating
agency; provided, however, that if the dealers selected by the Calculation Agent are not quoting as
described above in this sentence, the Commercial Paper Rate in effect immediately before the
Commercial Paper Rate Interest Determination Date will not change and will remain the Commercial
Paper Rate in effect on the Commercial Paper Rate Interest Determination Date.
Money Market Yield shall be a yield calculated in accordance with the following formula:
Money Market Yield =
|
D x 360 | x 100 | ||
where D refers to the applicable per annum rate for the commercial paper, quoted on a bank
discount basis and expressed as a decimal, and M refers to the actual number of days in the
Interest Period for which the interest is being calculated.
7
Determination of Federal Funds Rate
If the Base Rate specified on the face hereof with respect to any Interest Period is the
Federal Funds Rate, this Note is a Federal Funds Rate Note with respect to such Interest Period
and the interest rate with respect to this Note for any Interest Reset Date relating to such
Interest Period shall be the Federal Funds Rate as adjusted by the
Spread and/or Spread Multiplier, if any, as specified on the face hereof, as determined on the
applicable Federal Funds Rate Interest Determination Date. Federal Funds Rate Notes will be
subject to the Minimum Interest Rate and Maximum Interest Rate, if any. The Federal Funds Rate
will be calculated by reference to either the Federal Funds (Effective) Rate, the Federal Funds
Open Rate or the Federal Funds Target Rate, as specified on the face hereof.
Unless otherwise specified on the face hereof under Other Terms, Federal Funds Rate means
the rate determined by the Calculation Agent, with respect to any Federal Funds Rate Interest
Determination Date, in accordance with the following provisions:
(1) If Federal Funds (Effective) Rate is the specified Federal Funds Rate in the applicable
Pricing Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate Interest
Determination Date shall be the rate with respect to such date for United States dollar federal
funds as published in H.15(519) opposite the caption Federal Funds (Effective), as such rate is
displayed on Reuters on page FEDFUNDS1 (or any other page as may replace such page on such service)
(Reuters Page FEDFUNDS1) under the heading EFFECT, or, if such rate is not so published by 3:00
p.m., New York City time, on the Calculation Date, the rate with respect to such Federal Funds Rate
Interest Determination Date for United States dollar federal funds as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of displaying such rate,
under the caption Federal funds (effective). If such rate does not appear on Reuters Page
FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic
source by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds
Rate with respect to such Federal Funds Rate Interest Determination Date shall be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last transaction in
overnight United States dollar federal funds arranged by three leading brokers of U.S. dollar
federal funds transactions in New York City (which may include the agents or their affiliates)
selected by the Calculation Agent, prior to 9:00 a.m., New York City time, on the Business Day
following such Federal Funds Rate Interest Determination Date; provided, however, that if the
brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate in effect on such federal funds rate interest determination date without giving
effect to any resetting of the federal funds rate on such Federal Funds Rate Interest Determination
Date.
(2) If Federal Funds Open Rate is the specified Federal Funds Rate in the applicable Pricing
Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination
Date shall be the rate on such date under the heading Federal Funds for the relevant Index
Maturity and opposite the caption Open as such rate is displayed on Reuters on page 5 (or any
other page as may replace such page on such service) (Reuters Page 5), or, if such rate does not
appear on Reuters Page 5 by 3:00 p.m., New York City time, on the Calculation Date, the Federal
Funds Rate for the Federal Funds Rate Interest Determination Date will be the rate for that day
displayed on FFPREBON Index page on Bloomberg L.P. (Bloomberg), which is the Fed Funds Opening
Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If such rate does not appear on
Reuters Page 5 or is not displayed on FFPREBON Index page on Bloomberg or another recognized
electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the
Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in
overnight United States dollar federal funds arranged by three leading brokers of United States
dollar federal funds transactions in New York City (which may include the agents or their
affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such
Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected
by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate
determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate
in effect on such federal funds rate interest determination date without giving effect to any
resetting of the federal funds rate on such Federal Funds Rate Interest Determination Date.
8
(3) If Federal Funds Target Rate is the specified Federal Funds Rate in the applicable
Pricing Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate Interest
Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg.
If such rate does not appear on the FDTR Index page on Bloomberg by 3:00 p.m., New York City time,
on the Calculation Date, the Federal Funds Rate for such Federal Funds Rate Interest Determination
Date will be the rate for that day appearing on Reuters Page USFFTARGET= (or any other page as may
replace such page on such service) (Reuters Page USFFTARGET=). If such rate does not appear on
the FDTR Index page on Bloomberg or is not displayed on Reuters Page
USFFTARGET= by 3:00 p.m., New York City time, on the related Calculation Date, then the
Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in
overnight United States dollar federal funds arranged by three leading brokers of United States
dollar federal funds transactions in New York City (which may include the agents or their
affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such
federal funds rate interest determination date; provided, however, that if the brokers so selected
by the calculation agent are not quoting as mentioned in this sentence, the federal funds rate
determined as of such federal funds rate interest determination date will be the federal funds rate
in effect on such federal funds interest determination date without giving effect to any resetting
of the federal funds rate on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR
If the Base Rate specified on the face hereof with respect to any Interest Period is LIBOR,
this Note is a LIBOR Note with respect to such Interest Period and the interest rate with respect
to this Note for any Interest Reset Date relating to such Interest Period shall be LIBOR as
adjusted by the Spread and/or the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable LIBOR Interest Determination Date. LIBOR Notes will be subject to the
Minimum Interest Rate and Maximum Interest Rate, if any.
Unless otherwise specified on the face hereof under Other Terms, LIBOR will be determined
by the Calculation Agent with respect to each LIBOR Interest Determination Date in accordance with
the following provisions:
(1) With respect to LIBOR Interest Determination Date, LIBOR will be the rate for deposits in
the Designated LIBOR Currency having the Index Maturity specified on the face hereof as such rate
is displayed on Reuters on page LIBOR01 (or any other page as may replace such page on such service
for the purpose of displaying the London interbank rates of major banks for the Designated LIBOR
Currency) (Reuters Page LIBOR01) as of 11:00 a.m., London time, on such LIBOR Interest
Determination Date. If no such rate so appears, LIBOR on such LIBOR Interest Determination Date
will be determined in accordance with provision described in clause (2) below.
(2) With respect to LIBOR Interest Determination Date on which no rate is displayed on Reuters
Page LIBOR01 as specified in clause (1) above, the Calculation Agent shall request the principal
London offices of each of four major reference banks (which may include affiliates of the agents)
in the London interbank market, as selected by the Calculation Agent to provide the Calculation
Agent with its offered quotation for deposits in the Designated LIBOR Currency for the period of
the Index Maturity specified on the face hereof, commencing on the related Interest Reset Date, to
prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR
Interest Determination Date and in a principal amount that is representative for a single
transaction in the Designated LIBOR Currency in such market at such time. If at least two such
quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the
arithmetic mean calculated by the Calculation Agent of such quotations. If fewer than two such
quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the
arithmetic mean calculated by the Calculation Agent of the rates quoted at approximately 11:00
a.m., in the applicable Principal Financial Center (as defined below), on such LIBOR Interest
Determination Date by three major banks (which may include affiliates of the agents) in such
Principal Financial Center selected by the Calculation Agent for loans in the Designated LIBOR
Currency to leading European banks, having the Index Maturity specified on the face hereof and in a
principal amount that is representative for a single transaction in the Designated LIBOR Currency
in such market at such time; provided, however, that if the banks so selected by the Calculation
Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date shall be LIBOR in effect on such LIBOR Interest Determination Date.
As referenced above, Designated LIBOR Currency means the currency specified on the face
hereof as to which LIBOR shall be calculated or, if no such Designated LIBOR Currency is specified
on the face hereof, U.S. dollars. Principal Financial Center means (i) the capital city of the
country issuing the Designated LIBOR Currency or (ii) the capital city of the country to which the
Designated LIBOR Currency, if applicable, relates, except, in each case, that with respect to
United States dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South
African rand and Swiss francs, the Principal Financial Center shall be New York City,
Sydney, Toronto, London (solely in the case of the Designated LIBOR Currency), Wellington,
Johannesburg and Zurich, respectively.
9
Determination of EURIBOR
If the Base Rate specified on the face hereof with respect to any Interest Period is EURIBOR,
this Note is a EURIBOR Note with respect to such Interest Period and the interest rate with
respect to this Note for any Interest Reset Date relating to such Interest Period shall be the
EURIBOR Rate as adjusted by the Spread and/or Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable EURIBOR Interest Determination Date. EURIBOR Rate Notes
will be subject to the Minimum Interest Rate and Maximum Interest Rate, if any.
Unless otherwise specified on the face hereof under Other Terms, EURIBOR means, with respect
to any EURIBOR Interest Determination Date, a base rate equal to the interest rate for deposits in
euro designated as EURIBOR and sponsored jointly by the European Banking Federation and ACI
the Financial Market Association, or any company established by the joint sponsors for purposes of
compiling and publishing that rate. EURIBOR will be determined in the following manner:
(1) EURIBOR will be the offered rate for deposits in euro having the Index Maturity specified
on the face hereof, beginning on the second euro Business Day after such EURIBOR Interest
Determination Date, as that rate appears on Reuters Page EURIBOR 01 as of 11:00 a.m., Brussels
time, on such EURIBOR Interest Determination Date.
(2) If the rate described above does not appear on Reuters Page EURIBOR 01, EURIBOR will be
determined on the basis of the rates, at approximately 11:00 a.m., Brussels time, on such EURIBOR
Interest Determination Date, at which deposits of the following kind are offered to prime banks in
the euro-zone interbank market by the principal euro-zone office of each of four major banks in
that market selected by the Calculation Agent: euro deposits having such EURIBOR Index Maturity,
beginning on such EURIBOR Interest Reset Date, and in a representative amount. The Calculation
Agent will request that the principal euro-zone office of each of these banks provide a quotation
of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest
Determination Date will be the arithmetic mean of the quotations.
(3) If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR
Interest Determination Date will be the arithmetic mean of the rates for loans of the following
kind to leading euro-zone banks quoted, at approximately 11:00 a.m., Brussels time on that EURIBOR
Interest Determination Date, by three major banks in the euro-zone selected by the Calculation
Agent: loans of euro having such EURIBOR Index Maturity, beginning on such EURIBOR Interest Reset
Date, and in an amount that is representative of a single transaction in euro in that market at the
time.
(4) If fewer than three banks selected by the Calculation Agent are quoting as described
above, EURIBOR for the new Interest Period will be EURIBOR in effect for the prior Interest Period.
If the initial Base Rate has been in effect for the prior Interest Period, however, it will remain
in effect for the new Interest Period.
Determination of Prime Rate
If the Base Rate specified on the face hereof with respect to any Interest Period is the Prime
Rate, this Note is a Prime Rate Note with respect to such Interest Period and the interest rate
with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the
Prime Rate as adjusted by the Spread and/or Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable Prime Rate Interest Determination Date. Prime Rate Notes
will be subject to the Minimum Interest Rate and Maximum Interest Rate, if any.
10
Unless otherwise specified on the face hereof under Other Terms, Prime Rate means, with
respect to any Prime Rate Interest Determination Date, the rate on such date as such rate is
published in H.15(519) under the caption Bank prime loan or, if not published by 3:00 p.m., New
York City time, on the related Calculation Date, the rate on such Prime Rate Interest Determination
Date as published in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption Bank prime loan. If
such rate is not yet published in H.15(519), H.15 Daily Update, or another recognized
electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Prime
Rate shall be the arithmetic mean calculated by the Calculation Agent of the rates of interest
publicly announced by each bank that appears on Reuters on page USPRIME1 (or any other page as may
replace such page on such service for the purpose of displaying prime rates or base lending rates
of major United States banks) (Reuters Page USPRIME1) as such banks prime rate or base lending
rate as of 11:00 a.m., New York City time, on such Prime Rate Interest Determination Date. If
fewer than four such rates so appear on the Reuters Page USPRIME1 for such Prime Rate Interest
Determination Date by 3:00 p.m., New York City time, on the related Calculation Date, then the
Prime Rate shall be the arithmetic mean calculated by the Calculation Agent of the prime rates or
base lending rates quoted on the basis of the actual number of days in the year divided by a
360-day year as of the close of business on such Prime Rate Interest Determination Date by three
major banks (which may include affiliates of the dealers) in New York City selected by the
Calculation Agent; provided, however, that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.
Reuters Page USPRIME1 means the display on the Reuters 3000 Xtra Service (or any successor
service) on the USPRIME1 Page (or such other page as may replace the USPRIME1 Page on such
service) for the purpose of displaying prime rates or base lending rates of major U.S. banks.
Determination of the CD Rate
If the Base Rate specified on the face hereof with respect to any Interest Period is the CD
Rate, this Note is a CD Rate Note with respect to such Interest Period and the interest rate with
respect to this Note for any Interest Reset Date relating to such Interest Period shall be the CD
Rate as adjusted by the Spread and/or the Spread Multiplier, as specified on the face hereof, as
determined on the applicable CD Rate Interest Determination Date. CD Rate Notes will be subject to
the Minimum Interest Rate and Maximum Interest Rate, if any.
Unless otherwise specified on the face hereof under Other Terms, CD Rate means, with
respect to any CD Rate Interest Determination Date, the rate on that date for negotiable U.S.
dollar certificates of deposit having the Index Maturity specified on the face hereof as published
in H.15(519), under the heading CDs (Secondary Market). If the CD Rate cannot be determined in
this manner, the following procedures will apply:
(1) If the rate described above is not published by 3:00 p.m., New York City time, on the
relevant Calculation Date, then the CD Rate will be the rate on that CD Rate Interest Determination
Date for negotiable U.S. dollar certificates of deposit having the specified Index Maturity as
published in H.15 Daily Update, or other recognized electronic sources used for the purpose of
displaying the applicable rate, under the caption CDs (Secondary Market).
(2) If by 3:00 p.m., New York City time, on the applicable Calculation Date, that rate is not
published in either H.15(519), H.15 Daily Update or another recognized electronic source, the CD
Rate for that CD Rate Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City
time, on that CD Rate Interest Determination Date, of three leading non-bank dealers in negotiable
U.S. dollar certificates of deposit in New York City, which may include one or more of the agents
or their affiliates, selected by the Calculation Agent, after consultation with us, for negotiable
U.S. dollar certificates of deposit of major U.S. money market banks for negotiable certificates of
deposit with a remaining maturity closest to the Index Maturity specified on the face hereof in an
amount that is representative for a single transaction in that market at that time.
(3) If the dealer(s) selected as described above by the Calculation Agent are not quoting
rates as set forth above, the CD Rate for that CD interest rate determination date will be the CD
Rate in effect for the immediately preceding interest reset period, or if there was no interest
reset period, then the rate of interest payable will be the Initial Interest Rate.
11
Determination of Treasury Rate
If the Base Rate specified on the face hereof with respect to any Interest Period is the
Treasury Rate, this Note is a Treasury Rate Note with respect to such Interest Period and the
interest rate with respect to this Note for any Interest Reset Date relating to such Interest
Period shall be the Treasury Rate as adjusted by the Spread and/or the Spread Multiplier, if any,
as specified on the face hereof, as determined on the applicable Treasury Rate Interest
Determination Date. Treasury Rate Notes will be subject to the Minimum Interest Rate and Maximum
Interest Rate, if any.
Unless otherwise specified on the face hereof under Other Terms, Treasury Rate means, with
respect to any Treasury Rate Interest Determination Date, the rate from the auction held on such
Treasury Rate Interest Determination Date (the Auction) of direct obligations of the United
States (Treasury Bills) having the Index Maturity specified on the face hereof under the caption
INVEST RATE on the display on Reuters page USAUCTION10 (or any other page as may replace such
page on such service) or page USAUCTION11 (or any other page as may replace such page on such
service) or, if not so published at 3:00 p.m., New York City time, on the related Calculation Date,
the Bond Equivalent Yield (as defined below) of the rate for such Treasury Bills as published in
H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying
such rate, under the caption U.S. Government Securities/Treasury Bills/Auction High. If such
rate is not so published in the related H.15 Daily Update or another recognized source by 3:00
p.m., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate
Interest Determination Date shall be the Bond Equivalent Yield of the Auction rate of such Treasury
Bills as announced by the United States Department of the Treasury. In the event that such Auction
rate is not so announced by the United States Department of the Treasury on such Calculation Date,
or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination
Date shall be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination
Date of Treasury Bills having the Index Maturity specified on the face hereof as published in
H.15(519) under the caption U.S. government securities/treasury bills/secondary market or, if not
yet published by 3:00 p.m., New York City time, on the related Calculation Date, the rate on such
Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update,
or such other recognized electronic source used for the purpose of displaying such rate, under the
caption U.S. government securities/treasury bills (secondary market). If such rate is not yet
published in the H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m.,
New York City time, on the related Calculation Date, then the Treasury Rate on such Treasury Rate
Interest Determination Date shall be calculated by the Calculation Agent and shall be the Bond
Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30
p.m., New York City time, on such Treasury Rate Interest Determination Date, of the three leading
primary United States government securities dealers (which may include the agents or their
affiliates) selected by the Calculation Agent, for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the
dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury
Rate in effect on such Treasury Rate Interest Determination Date.
The Bond Equivalent Yield means a yield (expressed as a percentage) calculated in accordance
with the following formula:
D × N | ||||
Bond Equivalent Yield =
|
× 100 |
where D refers to the applicable per annum rate for Treasury Bills quoted on a bank discount
basis and expressed as a decimal, N refers to 365 or 366, as the case may be, and M refers to
the actual number of days in the applicable interest reset period.
Determination of CMT Rate
If the Base Rate specified on the face hereof with respect to any Interest Period is the CMT
Rate, this Note is a CMT Rate Note with respect to such Interest Period and the interest rate
with respect to this Note for any Interest Reset Date relating to such Interest Period shall be the
CMT Rate as adjusted by the Spread and/or the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable CMT Rate Interest
Determination Date. CMT Rate Notes will be subject to the Minimum Interest Rate and Maximum
Interest Rate, if any.
12
Unless otherwise specified on the face hereof under Other Terms, with respect to any CMT
Rate Interest Determination Date:
(1) If Reuters Page FRBCMT is the specified CMT Reuters Page on the face hereof, the CMT
Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the yield for
United States Treasury securities at constant maturity having the Index Maturity specified on the
face hereof as set forth in H.15(519) under the caption Treasury constant maturities, as such
yield is displayed on Reuters (or any successor service) on page FRBCMT (or any other page as may
replace such page on such service) (Reuters Page FRBCMT) for such CMT Rate Interest Determination
Date. If such rate does not appear on Reuters Page FRBCMT, the CMT Rate on such CMT Rate Interest
Determination Date shall be a percentage equal to the yield for United States Treasury securities
at constant maturity having the Index Maturity specified on the face hereof and for such CMT Rate
Interest Determination Date as set forth in H.15(519) under the caption Treasury constant
maturities. If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest
Determination Date shall be the rate for the period of the Index Maturity specified on the face
hereof as may then be published by either the Federal Reserve Board or the United States Department
of the Treasury that the Calculation Agent determines to be comparable to the rate that would
otherwise have been published in H.15(519). If the Federal Reserve Board or the United States
Department of the Treasury does not publish a yield on United States Treasury securities at
constant maturity having the Index Maturity specified on the face hereof for such CMT Rate
Interest Determination Date, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean
of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate
Interest Determination Date of three leading primary United States government securities dealers in
New York City (which may include the agents or their affiliates) (each, a Reference Dealer)
selected by the Calculation Agent from five such Reference Dealers selected by the Calculation
Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the lowest) for United States Treasury
securities with an original maturity equal to the Index Maturity specified on the face hereof, a
remaining term to maturity no more than one year shorter than such Index Maturity and in a
principal amount that is representative for a single transaction in such securities in such market
at such time. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate
Interest Determination Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three
Reference Dealers 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 United
States Treasury securities with an original maturity greater than the Index Maturity specified on
the face hereof, a remaining term to maturity closest to such Index Maturity and in a principal
amount that is representative for a single transaction in such securities in such market at such
time. If two such United States Treasury securities with an original maturity greater than the
Index Maturity specified on the face hereof have remaining terms to maturity equally close to such
Index Maturity, the quotes for the treasury security with the shorter original term to maturity
will be used. If fewer than five but more than two such prices are provided as requested, the CMT
Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and
shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the
lowest of such quotations shall be eliminated; provided, however, that if fewer than three such
prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest
Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date.
13
(2) If Reuters Page FEDCMT is the specified CMT Reuters Page on the face hereof, the CMT
Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the one-week or
one-month, as specified on the face hereof, average yield for United States Treasury securities at
constant maturity having the Index Maturity specified on the face hereof as set forth in
H.15(519) opposite the caption Treasury Constant Maturities, as such yield is displayed on
Reuters on page FEDCMT (or any other page as may replace such page on such service) (Reuters Page
FEDCMT) for the week or month, as applicable, ended immediately preceding the week or month, as
applicable, in which such CMT Rate Interest Determination Date falls. If such rate does not
appear on Reuters Page FEDCMT, the CMT Rate on such CMT Rate Interest Determination Date shall be a
percentage equal to the one-week or one-month, as specified on the face hereof, average yield
for United States Treasury securities at constant maturity having the Index Maturity specified on
the face hereof for the week or month, as applicable, preceding such CMT Rate Interest
Determination Date as set forth in H.15(519) opposite the caption Treasury Constant Maturities.
If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination
Date shall be the one-week or one-month, as specified on the face hereof, average yield for United
States Treasury securities at constant maturity having the Index Maturity specified on the face
hereof as otherwise announced by the Federal Reserve Bank of New York for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate
Interest Determination Date falls. If the Federal Reserve Bank of New York does not publish a
one-week or one-month, as specified on the face hereof, average yield on United States Treasury
securities at constant maturity having the Index Maturity specified on the face hereof for the
applicable week or month, the CMT Rate on such CMT Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean
of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate
Interest Determination Date of three Reference Dealers 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 United States Treasury securities with an original maturity equal
to the Index Maturity specified on the face hereof, a remaining term to maturity of no more than
one year shorter than such Index Maturity and in a principal amount that is representative for a
single transaction in such securities in such market at such time. If fewer than five but more
than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the
Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of such quotation shall be eliminated. If fewer than three prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary
market bid prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest
Determination Date of three Reference Dealers 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 United States Treasury securities with an original maturity longer than the
Index Maturity specified on the face hereof, a remaining term to maturity closest to such Index
Maturity and in a principal amount that is representative for a single transaction in such
securities in such market at such time. If two United States Treasury securities with an original
maturity greater than the Index Maturity specified on the face hereof have remaining terms to
maturity equally close to such Index Maturity, the quotes for the Treasury security with the
shorter original term to maturity will be used. If fewer than five but more than two such prices
are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the
rate on the CMT Rate Interest Determination Date calculated by the Calculation Agent based on the
arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations
shall be eliminated; provided, however, that if fewer than three such prices are provided as
requested, the CMT Rate determined as of such CMT Rate determination date shall be the CMT Rate in
effect on such CMT Rate Interest Determination Date.
Redemption
If possible Redemption Dates or periods within which Redemption Dates may occur and the
related Redemption Prices (expressed as percentages of the principal amount of this Note) are set
forth on the face hereof under Redemption Terms, this Note is subject to redemption prior to the
Maturity Date upon not less than 30 nor more than 60 days notice mailed to the Person in whose
name this Note is registered at such address as shall appear in the Security Register of the
Company, on any Redemption Date so specified or occurring within any period so specified, as a
whole or in part, at the election of the Company, at the applicable Redemption Price so specified,
together with accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to such Redemption Date will be
payable in the case of any such redemption to the Holder of this Note (or one or more predecessor
Notes) at the close of business on the relevant Record Dates referred to above, all as provided in
the Indenture. In the event of redemption of less than all of the principal of this Note, a new
Note of this series and of like tenor of an authorized denomination for the unredeemed portion of
this Note will be issued in the name of the Holder hereof upon the cancellation hereof. Unless
otherwise specified on the face hereof, under Redemption Terms, this Note is not subject to any
sinking fund.
14
Miscellaneous Provisions
The indebtedness evidenced by the Notes is, to the extent and in the manner provided in the
Indenture referred to above, subordinate and subject in right of payment to the prior payment in
full of the principal of and premium, if any, and interest on all Senior Indebtedness of the
Company, as defined in the Indenture, and each Holder of this Note, by accepting the same, agrees
to and shall be bound by the provisions of the Indenture and authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the
subordination of this Note as provided in the Indenture and appoints the Trustee his
attorney-in-fact for any and all such purposes.
The indebtedness evidenced by the Note is issued subject to the provisions of the Indenture
regarding payments to creditors in respect of General Obligations. In particular, the Indenture
provides that if upon the occurrence of certain events of bankruptcy or insolvency relating to the
Company, there remains, after giving effect to the subordination provisions referred in the
preceding paragraph, any amount of cash, property or securities available for payment or
distribution in respect of Notes (as defined in the Indenture, Excess Proceeds), and if, at such
time, any creditors in respect of General Obligations have not received payment in full of all
amounts due or to become due on or in respect of such General Obligations, then such Excess
Proceeds shall first be applied to pay or provide for the payment in full of such General
Obligations before any payment or distribution may be made in respect of Notes. This paragraph
shall immediately and automatically terminate, be null and void ab initio and have no further
effect upon the occurrence of a Termination Event (as defined in the Indenture).
If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of all the Notes may (subject to the conditions set forth in the Indenture) 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
Notes of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain purposes, without the
consent of the Holders of any Notes at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate principal amount of the
Notes of each series at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.
Subject to the rights of holders of Senior Indebtedness and General Obligations of the Company
set forth in this Note and as provided in the Indenture referred to above, 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, place 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 is registrable in the Security Register of the Company, upon surrender of
this Note for registration of transfer at the office or agency of the Company in any place where
the principal of (and premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Notes of this series and of like tenor of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee or
transferees.
Unless otherwise set forth on the face hereof under Other Terms, the Notes of this series
are issuable only in fully registered form without coupons in denominations of $1,000 or any amount
in excess of $1,000 which is an integral multiple of $1,000. As provided in the Indenture and
subject to certain limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
15
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, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered in the Security Register 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.
This Note may have such additional or different terms as are set forth on the face hereof
under Other Terms. Any terms so set forth shall be deemed to modify and/or supersede, as
necessary, any other terms set forth in this Note.
This Note shall be governed by and construed in accordance with the laws of the State of New
York.
Unless otherwise defined herein, all terms used in this Note which are defined in the
Indenture shall have the respective meanings assigned to them in the Indenture.
16
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COMas tenants in common | ||||||||||
TEN ENTas tenants by the entireties | ||||||||||
JT TENas joint tenants with right of survivorship and not as tenants in common | ||||||||||
UNF GIFT MIN ACT | Custodian | |||||||||
(Cust | (Minor) | |||||||||
under Uniform Gift to Minors Act | ||||||||||
(State) |
Additional abbreviations may be used though not in the above list.
17
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
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Name and address of assignee, including zip code, must be printed or typewritten)
the within Note, and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note on the books of the within Company, with full power of substitution in the premises.
Dated
|
||||
NOTICE: The signature to this assignment must correspond with the name as written upon the
within Note in every particular, without alteration or enlargement or any change whatever and must
be guaranteed by a commercial bank or trust company having its principal office or a correspondent
in New York City or by a member of the New York Stock Exchange.
18