Exhibit 4.19
[FORM OF FLOATING RATE SENIOR MEDIUM-TERM NOTE]
REGISTERED REGISTERED
THE CHASE MANHATTAN CORPORATION
FLOATING RATE SENIOR MEDIUM-TERM NOTE, SERIES _
No. $
ORIGINAL ISSUE DATE: INITIAL INTEREST MATURITY DATE:
RATE:
_______________ ________% _____________
INTEREST RATE BASIS: INDEX MATURITY: SPREAD: +____
___ CD Rate ___ Federal Funds -____
___ Commercial Paper ___ 30 days/1 month
Rate ___ 90 days/3 months SPREAD
___ Federal Funds ___ 180 days/6 months MULTIPLIER:
Effective Rate ___ 1 year ______________
___ LIBOR Reuters ___ years
___ LIBOR Telerate
___ Prime Rate INDEX CURRENCY: DATE OF
___ Treasury Rate ________________ COMMENCEMENT OF
___ CMT Rate INTEREST RATE
BASIS (if other
CALCULATION AGENT: DESIGNATED than Original
The Chase LIBOR OR CMT PAGE: Issue Date):
Manhattan Bank __________________ _____________
MAXIMUM INTEREST RATE, INTEREST PAYMENT PERIOD:
IF ANY: _____________ _______________________
(monthly, quarterly or
semi-annually)
MINIMUM INTEREST RATE,
IF ANY: _____________
INTEREST PAYMENT DATES: INTEREST RATE RESET PERIOD:
________________________ ________________________
________________________ (daily, weekly, monthly,
________________________ quarterly, semi-annually or
annually)
INTEREST DETERMINATION
DATES:__________________
________________________
________________________
REPAYMENT PROVISIONS, INTEREST RESET DATES:
IF ANY: ________________ __________________________
________________________ __________________________
________________________ __________________________
REDEMPTION DATES AND PRICES, INTEREST CALCULATION DATES:
IF ANY:_________________ __________________________
OTHER PROVISIONS:
__________________________
[This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of Cede & Co.,
the nominee of The Depository Trust Company (the "Depositary"). This Global
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or it nominee only in the limited circumstances described in
the Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circumstances. The
Depositary will not sell, assign, transfer or otherwise convey any beneficial
interest in this Global Security unless such beneficial interest is in an amount
equal to an authorized denomination for Securities of this series, and the
Depositary, by its acceptance hereof, agrees to be so bound.]
[Unless this Security is presented by an authorized representative
of the Depositary to The Chase Manhattan Corporation or its agent for
registration of transfer, exchange or payment, and any Security issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of the Depositary (and any payment is made to Cede &
Co. or such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.]
The Chase Manhattan Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
[CEDE & CO.]
2
, , or registered assigns, the principal sum of
DOLLARS on the
Maturity Date shown above, and to pay interest thereon at a rate per annum equal
to the Initial Interest Rate shown above until the first Interest Reset Date
shown above following the Original Issue Date shown above and thereafter at a
rate determined in accordance with the provisions set forth below under the
heading "Determination of CD Rate", "Determination of Commercial Paper Rate",
"Determination of Federal Funds Effective Rate", "Determination of LIBOR",
"Determination of Prime Rate", "Determination of Treasury Rate" or
"Determination of CMT Rate", depending upon whether the Interest Rate Basis is
the CD Rate, Commercial Paper Rate, Federal Funds Effective Rate, LIBOR, Prime
Rate, Treasury Rate or CMT Rate as indicated by the box marked above, until the
principal hereof is paid or duly made available for payment.
The Company will pay interest monthly, quarterly or semi-annually as shown
above under "Interest Payment Period", commencing with the first Interest
Payment Date shown above next succeeding the Original Issue Date, and on the
Maturity Date; provided, however, that if the Original Issue Date is between a
Regular Record Date and an Interest Payment Date, interest payments will
commence on the Interest Payment Date following the next succeeding Regular
Record Date; and provided further, however, that if an Interest Payment Date
(other than the Maturity Date) would fall on a day that is not a Business Day
(or in case the Interest Rate Basis is LIBOR, as indicated by the box marked
above, a day that is not a London Business Day (as defined below)), such
Interest Payment Date shall be the following day that is a Business Day or a
London Business Day, as the case may be, except that if the following London
Business Day falls in the next calendar month, such Interest Payment Date shall
be the next preceding day that is a London Business Day. In the event the
Maturity Date falls on a day that is not a Business Day or London Business Day,
as the case may be, payment of principal, premium, if any, and interest will be
paid on the next succeeding Business Day or London Business Day, as the case may
be, with the same force and effect as if made on the Maturity Date and no
interest will accrue from and after the Maturity Date. Except as provided above
and in the Indenture referred to below, interest payments will be made on the
Interest Payment Dates shown above. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities of this series) is registered at the close of business on
the Regular Record Date for such interest, which shall be the fifteenth day
(whether or not a Business Day or a London Business Day, as the case may be)
next preceding such Interest Payment Date, provided, however, that interest
payable on
3
the Maturity Date, or upon earlier redemption or repayment, if any, will be
payable to the Person to whom principal shall be payable. Any such interest
which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date shall forthwith cease to be payable to the registered
Holder hereof on such Regular Record Date, and may be paid to the Person in
whose name this Security (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, notice whereof shall have been
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
[Funds for the payment of the principal of (and premium, if any) and
interest on this Security on any Interest Payment Date and at the Maturity Date
will be made available to the Paying Agent. As soon as possible thereafter, the
Paying Agent will pay such funds to the Depositary, and the Depositary will
allocate and pay such funds to the owners of beneficial interests of this
Security in accordance with its existing operating procedures.]
This Security is one of a duly authorized series of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of December 1, 1989 (herein called the
"Indenture"), between the Company and The Chase Manhattan Bank (National
Association) and succeeded to by Bankers Trust Company, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated as
the Senior Medium-Term Notes, Series _ of the Company. The Securities may mature
at different times, bear interest at different rates, be denominated in
different currencies and be redeemable at different times or not at all.
Except as provided herein, this Security is not redeemable prior to the
Maturity Date. If this Security is redeemable, it may be redeemed at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, on the dates or on or after the date set forth above at the
percentage or percentages of the principal amount set forth above plus accrued
and unpaid interest to the date fixed for redemption.
4
Commencing with the first Interest Reset Date specified above following
the Original Issue Date of this Security, the rate at which interest on this
Security is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as shown above under "Interest Rate Reset Period";
provided, however, that the interest rate in effect hereon for the 10 days
immediately prior to the Maturity Date shall be that in effect on the 10th day
preceding the Maturity Date. Each such adjusted rate shall be applicable on and
after the Interest Reset Date to which it relates to but not including the next
succeeding Interest Reset Date or until the Maturity Date, as the case may be.
Subject to applicable provisions of law and except as specified herein,
commencing on each Interest Reset Date, the rate of interest on this Security
shall be the rate determined in accordance with the provisions of the applicable
heading below.
Determination of CD Rate. If the interest rate basis is CD Rate, as
indicated above, said interest shall equal (a) the rate on the Interest
Determination Date specified above for negotiable certificates of deposit having
the Index Maturity specified above (i) 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)", or
(ii) if such rate is not so published by 9:00 A.M., New York City time, on the
Calculation Date (as specified above) pertaining to such Interest Determination
Date, then as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. quotations for U.S. Government
Securities" under the heading "Certificates of Deposit" or (b) if neither of
such rates is published by 3:00 P.M., New York City time, on such Calculation
Date, then the rate of interest hereon shall be calculated by the Calculation
Agent and shall be the arithmetic mean (rounded to the nearest .01% with .005%
rounded upwards), as calculated by the Calculation Agent, of the secondary
market offered rates as of 10:00 A.M., New York City time, on such Interest
Determination Date, of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in New York City selected by the Calculation Agent for
negotiable certificates of deposit of major United States money-center banks of
the highest credit standing (in the market for negotiable certificates of
deposit) with a remaining maturity closest to the Index Maturity (as specified
above) in a denomination of $5,000,000, in each of the above cases adjusted by
the addition or subtraction of the Spread, if any, specified above, or by
multiplication of the Spread Multiplier, if any, specified above; provided,
however, that if fewer than three dealers are quoting as mentioned above, the
interest rate in effect hereon until the Interest Reset Date next succeeding
such Interest Reset Date shall be the rate hereon in effect on the Interest
Determination Date next preceding such Interest Reset Date.
5
Determination of Commercial Paper Rate. If the Interest Rate basis is
Commercial Paper Rate, as indicated above, said Interest Rate shall equal (a)
the Money Market Yield (as defined herein) on the Interest Determination Date
specified above for commercial paper having the Index Maturity shown above (i)
as published in H.15(519) under the heading "Commercial Paper" or (ii) if such
yield is not so published by 9:00 A.M., New York City time, on the Calculation
Date (as specified above) pertaining to such Interest Determination Date, then
as published by the Federal Reserve Bank of New York in its daily statistical
release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" under
the heading "Commercial Paper", or (b) if neither of such yields is published by
3:00 P.M., New York City time, on such Calculation Date, then the rate of
interest hereon shall be calculated by the Calculation Agent, and shall be the
Money Market Yield of the arithmetic mean (rounded to the nearest .01% with
.005% rounded upward), of the offered rates, as of 11:00 A.M., New York City
time, on such Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity placed for an industrial issuer whose
bond rating is "Aa", or the equivalent, from a nationally recognized statistical
rating organization, in each of the above cases adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above provided, however, that if fewer than
three dealers are quoting, as mentioned above, the interest rate in effect
hereon until the Interest Reset Date next succeeding such Interest Reset Date
shall be the rate hereon in effect on the Interest Determination Date next
preceding such Interest Reset Date.
"Money Market Yield" shall be the yield (expressed as a percentage rounded
to the nearest .01% with .005% rounded upward) calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
Determination of Federal Funds Effective Rate. If the Interest Rate Basis
is the Federal Funds Effective Rate, as indicated above, said Interest Rate
shall equal (a) the rate on the Interest Determination Date specified above for
Federal Funds (i) as published in H.15(519) under the heading "Federal Funds
(Effective)" or (ii) if such rate is not so published by 9:00 A.M., New York
City time, on the Calculation Date (as specified above) pertaining to such
Interest Determination Date, then as published by the Federal Reserve Bank of
New York in its daily
6
statistical release "Composite 3:30 P.M. Quotations for U.S. Government
Securities" under the heading "Federal Funds Effective Rate", or (b) if neither
of such rates is published by 3:00 P.M., New York City time, on such Calculation
Date the arithmetic mean (rounded to the nearest .01% with .005% rounded
upwards), as calculated by the Calculation Agent of the rates 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 as of 9:00 A.M., New York City time, on such Interest Determination Date,
in each of the above cases adjusted by the addition or subtraction of the
Spread, if any, specified above, or by multiplication by the Spread Multiplier,
if any, specified above provided, however, that if fewer than three brokers are
quoting as mentioned above, the interest rate in effect hereon until the
Interest Reset Date next succeeding such Interest Reset Date shall be the rate
hereon in effect on the Interest Determination Date next preceding such Interest
Reset Date.
Determination of LIBOR. (a) if the Interest Rate Basis is LIBOR Reuters,
as indicated above, said interest rate shall equal the arithmetic mean (unless
the Designated LIBOR Page by its terms provides only for a single rate, in which
case such single rate shall be used) (as calculated by the Calculation Agent
specified above and rounded to the nearest .01% with .005% rounded upwards) of
offered rates for deposits in the Index Currency having the Index Maturity, each
as shown above, commencing on the second Business Day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market ("London
Business Day") immediately following the Interest Determination Date specified
above, which appear on the Designated LIBOR page as of 11:00 A.M., London time,
on such Interest Determination Date, adjusted by the addition or subtraction of
the Spread, if any, specified above, or by multiplication by the Spread
Multiplier, if any, specified above, or (b) if the Interest Rate Basis is LIBOR
Telerate, as indicated above, said Interest Rate shall equal the rate for
deposits in the Index Currency having the Index Maturity shown above, commencing
on the second London Business Day immediately following the applicable Interest
Determination Date that appears on the Designated LIBOR Page as of 11:00 A.M.
London time, on such Interest Determination Date adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above; provided, however, that if less than
two such offered rates so appear (unless the Designated LIBOR Page corresponding
to the Interest Rate Basis specified above by its terms provides only for a
single rate in which case such single rate shall be used) or no rate appears, as
applicable, the Calculation Agent shall request the principal London office of
each of four major banks in the London interbank market selected by the
Calculation Agent to provide a quotation of the rate offered to prime banks in
the London interbank market at approximately 11:00 A.M., London time,
7
on such Interest Determination Date on deposits in the Index Currency having the
Index Maturity, each as specified above, commencing on the second London
Business Day immediately following such Interest Determination Date and in a
principal amount that is representative for a single transaction in such market
at such time and such rate of interest hereon shall equal the arithmetic mean
(rounded to the nearest .01% with .005% rounded upwards) of (a) such quotations,
if at least two quotations are provided, or (b) if less than two quotations are
provided, the rates quoted at approximately 11:00 A.M., New York City time, on
such Interest Determination Date by three major banks in The City of New York
selected by the Calculation Agent, for loans in the Index Currency to leading
European banks having the Index Maturity specified above commencing on the
second London Business Day immediately following such Interest Determination
Date and in a principal amount that is representative for a single transaction
in such market at such time, in either case, adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above, provided, however, that if fewer
than three banks are quoting as mentioned above, the interest rate in effect
hereon until the Interest Reset Date next succeeding the Interest Reset Date to
which such Interest Determination Date relates shall be the rate in effect
hereon on the Interest Determination Date next preceding such Interest Reset
Date.
Determination of Prime Rate. If the Interest Rate Basis is Prime Rate, as
indicated above, said Interest Rate shall equal (a) the rate on the Interest
Determination Date specified above as the prime rate or base lending rate (i) as
published in H.15(519) under the heading "Bank Prime Loan" or (ii) if such rate
is not published by 9:00 A.M., New York City time, on the Calculation Date (as
specified above) pertaining to such Interest Determination Date, then the rate
of interest hereon shall be calculated by the Calculation Agent and shall be the
arithmetic mean (rounded to the nearest .01%, with .005% rounded upwards) 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 for such Interest Determination Date or (b)if fewer than four such
rates appear on the Reuters Screen US Prime 1 Page on such Interest
Determination Date, the arithmetic mean (rounded to the nearest .01% with .005%
rounded upwards) 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 Interest Determination Date by three major banks in
The City of New York selected by the Calculation Agent, in each of the above
cases adjusted by the addition or subtraction of the Spread, if any, specified
above, or by multiplication by the Spread Multiplier, if any, specified above;
provided, however, that if fewer than three banks selected as aforesaid by the
Calculation Agent are quoting as mentioned above, the interest rate in effect
until the Interest
8
Reset Date next succeeding such Interest Reset Date shall be the rate hereon in
effect on the Interest Determination Date next preceding such Interest Reset
Date. "Reuters Screen US Prime 1 Page" means the display page designated as page
"US Prime 1" on the Reuters Monitor Money Rates Service (or such other page as
may replace the US Prime 1 page on that service) for the purpose of displaying
prime rates or base lending rates of major United States banks.
Determination of Treasury Rate. If the Interest Rate Basis is Treasury
Rate, as indicated above, said Interest Rate shall equal (a) the rate on the
Interest Determination Date specified above for the most recent auction of
direct obligations of the United States ("Treasury Bills") having the Index
Maturity shown above, (i) as published in H.15(519) under the heading "U.S.
Government Securities -- Treasury bills -- auction average" or (ii) if such rate
is not so published by 9:00 A.M., New York City time, on the Calculation Date
(as specified above) pertaining to such Interest Determination Date, such
auction average rate (expressed as a bond equivalent rounded to the nearest .01%
with .005% rounded upward 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 or (b) if neither of such rates is published
or announced, as the case may be, by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular week, then the
rate of interest hereon shall be calculated by the Calculation Agent and shall
be a yield to maturity (expressed as a bond equivalent, rounded to the nearest
.01% with .005% rounded upward, 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 Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent, for the issue
of Treasury bills with a remaining maturity closest to the Index Maturity shown
above, in each of the cases above adjusted by the addition or subtraction of the
Spread, if any, specified above, or by multiplication by the Spread Multiplier,
if any, specified above; provided, however, that if fewer than three dealers are
quoting as mentioned in this sentence, the interest rate hereon with respect to
such Interest Determination Date shall be the rate in effect hereon with respect
to the next preceding Interest Determination Date.
Determination of CMT Rate. If the Interest Rate Basis is CMT Rate, as
indicated above, said Interest Rate shall equal, in each case adjusted by the
addition or the subtraction of the Spread, if any, specified above, or by
multiplication by the Spread Multiplier, if any, specified above, (a) the rate
on the Interest Determination Date specified above displayed on the Designated
CMT Telerate Page under the caption ". . . Treasury Constant Maturities. . .
Federal Reserve Board Release H.15. . . Mondays
9
Approximately 3:45 P.M.," under the column for the Index Maturity shown above
for (i) if the Designated CMT Telerate Page is 7055, the rate on such Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in which
the related Interest Determination Date occurs, or (b) if such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such Interest
Determination Date will be such treasury constant maturity rate for the Index
Maturity as published in H.15(519) or (c) if such rate is no longer published,
or if not published by 3:00 P.M., New York City time, on the related Calculation
Date, then the CMT Rate for such Interest Determination Date will be such
treasury constant maturity rate for the Index Maturity (or other United States
Treasury rate for the Index Maturity) for the Interest Determination Date with
respect to such Interest Rate Reset Period 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), provided, however, if such information is not
provided by 3:00 P.M., New York City time, on the related Calculation Date, then
the CMT Rate for the Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
(rounded to the nearest .01% with .005% rounded upwards) of the secondary market
offered rates as of approximately 3:30 P.M., New York City time, on the 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 Index
Maturity and a remaining term to maturity of not less than such Index Maturity
minus one year, provided, however, if the Calculation Agent cannot obtain three
such Treasury Note quotations, the CMT Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity
based on the arithmetic mean (rounded to the nearest .01% with .005% rounded
upwards) of the secondary market offered rates as of approximately 3:30 P.M.,
New York City time, on the Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest
10
to the Index Maturity and a remaining term to maturity closest to the Index
Maturity and in an amount of at least U.S. $100 million, provided, however, 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 (rounded to the
nearest .01% with .005% rounded upwards) of the offered rates obtained and
neither the highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence have remaining
terms to maturity equally close to the Index Maturity, the quotes for the CMT
Rate Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service (or any successor service) on the page specified above (or any other
page as may replace such page on such service), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519) or, if no such page is
specified above, page 7052.
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 above. In addition, the interest rate hereon
shall in no event be higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general application. The
Calculation Agent shall calculate the interest rate hereon in accordance with
the foregoing on or before each Calculation Date. 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.
Unless otherwise indicated above, if the interest rate with respect to
this Security resets monthly, quarterly, semi-annually or annually, each
interest payment on this Security will include interest accrued from and
including the Original Issue Date or the last date to which interest has been
paid and to but excluding the applicable Interest Payment Date or the Maturity
Date. Unless otherwise indicated above, if the interest rate with respect to
this Security resets daily or weekly, each interest payment on any Interest
Payment Date will include interest accrued from and including the Original Issue
Date or from but excluding the last date in which respect interest has been paid
and to and including the Regular Record Date preceding the applicable Interest
Payment Date, or to but excluding the Maturity Date. Accrued interest hereon
from the Original Issue Date or from the last date to which interest hereon has
been paid, as the case may be, shall be an amount calculated by multiplying the
face amount hereof by an
11
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 last date to which interest shall have been paid, as the case may
be, to the date for which accrued interest is being calculated. Unless otherwise
indicated above, the interest factor (expressed as a decimal rounded to the
nearest ten-thousandth, with five hundred-thousandths rounded upwards) for each
such day shall be computed by dividing the interest rate (expressed as a decimal
rounded to the nearest ten-thousandth, with five hundred-thousandths rounded
upwards) applicable to such day by 360 if the Interest Rate Basis is the CD
Rate, Commercial Paper Rate, Federal Funds Effective Rate, LIBOR or Prime Rate,
as indicated above, or by the actual number of days in the year if the Interest
Rate Basis is the Treasury Rate or CMT Rate, as indicated above. Notwithstanding
the foregoing, interest hereon prior to the date of commencement of Interest
Rate Basis (if other than the Original Issue Date) indicated above shall be
calculated on the basis of a year of 360 days consisting of twelve 30-day
months.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.
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 a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holders of
Securities of this series shall be conclusive and binding upon the Holder of
this Security and upon all future Holders of this Security and of any Security
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
Security.
12
No reference herein to the Indenture and no provision of this Security 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 (if any) on this Security at the times, 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 herein, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security 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 (if any) on this Security 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 Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
Unless otherwise indicated herein, the Securities of this series are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of Securities of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.
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 Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security shall be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All capitalized terms used but not defined in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
13
Unless the Certificate of Authentication hereon has been executed by the
Trustee or an Authenticating Agent, by manual signature, this Security 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 by its duly authorized officers and has caused its corporate seal,
or a facsimile thereof, to be affixed hereto.
THE CHASE MANHATTAN CORPORATION
By: __________________________
Name:
Title:
[SEAL] Attest: _______________________
[Name:]
[Title:]
AUTHENTICATING AGENT'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: The Chase Manhattan Bank
Authenticating Agent
By:___________________
Authorized Signer
14
ABBREVIATIONS
The following abbreviations, when used in the inscription on this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--.............Custodian............
(Cust) (Minor)
under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
15
-----------------------------
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:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ____________________________________________
______________________________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _________________________
_________________________
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever.
SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution
(e.g., banks, securities brokers or dealers, credit unions, national securities
exchanges and savings associations) which is a member of or participant in a
signature guarantee program recognized by the Security Registrar pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.
16