Exhibit 4(f)
[FORM OF FACE OF SERIES A MTN FIXED RATE
REGISTERED NOTE]
U.S. FIXED RATE NOTE
REGISTERED REGISTERED
NO. USFXR [ ]/1/
CUSIP: _____/2/ [ ]/3/
Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) 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 such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
IF APPLICABLE, THE "AMOUNT OF OID", THE "ORIGINAL ISSUE DATE", THE "YIELD TO
MATURITY", AS WELL AS THE METHOD USED TO DETERMINE THE YIELD TO MATURITY WHERE
THERE IS A SHORT ACCRUAL PERIOD AND THE AMOUNT OF OID ALLOCABLE TO SUCH SHORT
ACCRUAL PERIOD WILL BE SET FORTH BELOW. THE CALCULATION OF THE AMOUNT OF OID
UPON (A) OPTIONAL REDEMPTION OR (B) DECLARATION OF ACCELERATION IS DISCUSSED ON
THE REVERSE HEREOF.
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/1/Insert Principal Amount.
/2/Applies only if this Note is a Registered Global Security.
/3/Insert Optional Payment Amount if the Note has a dual currency feature.
1
2
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTE, SERIES A
(Fixed Rate)
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to ____________, or registered assignees, the principal sum (or
Face Amount, if the Note has a dual-currency or index feature) of
________________ on the Maturity Date specified above (except to the extent
redeemed or repaid prior to the Maturity Date) and to pay interest thereon at
the Interest Rate per annum specified above from the Original Issue Date
specified above until the principal hereof is paid or duly made available for
payment (except as provided below), in arrears monthly, quarterly, semiannually,
or annually as specified above as the Interest Payment Period on each Interest
Payment Date (as specified above), commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the
Maturity Date (or any redemption or repayment date); provided, however, that if
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the Original Issue Date occurs between a Record Date, as defined below, and the
next succeeding Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Original
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/4/If Note has dual-currency feature.
/5/If Note has index feature.
3
Issue Date to the registered holder of this Note on the Record Date with respect
to such second Interest Payment Date.
[WITH RESPECT TO ANY DUAL-CURRENCY NOTES, THE COMPANY MAY ELECT ON
EACH OPTION ELECTION DATE SPECIFIED ABOVE (EACH SUCH DATE HEREIN BEING CALLED AN
"OPTION ELECTION DATE") TO PAY THE AMOUNTS DUE ON THIS NOTE ON THE SUCCEEDING
INTEREST PAYMENT DATE OR MATURITY DATE, AS THE CASE MAY BE, IN THE OPTIONAL
PAYMENT CURRENCY SPECIFIED ABOVE (THE "OPTIONAL PAYMENT CURRENCY") INSTEAD OF IN
THE FACE AMOUNT CURRENCY. THE AMOUNTS DUE IN THE OPTIONAL PAYMENT CURRENCY ON
ANY INTEREST PAYMENT DATE OR AT THE MATURITY DATE, AS THE CASE MAY BE, SHALL BE
DETERMINED BY THE COMPANY USING THE DESIGNATED EXCHANGE RATE SPECIFIED ABOVE
(THE "DESIGNATED EXCHANGE RATE"). IF SUCH ELECTION IS MADE, THE COMPANY SHALL
NOTIFY THE PAYING AGENT, AS DEFINED BELOW, OF THE ELECTION ON THE OPTION
ELECTION DATE AND NOTICE OF SUCH ELECTION SHALL BE MAILED TO THE REGISTERED
HOLDER OF THIS NOTE BY FIRST CLASS MAIL, POSTAGE PREPAID, AT THE ADDRESS OF SUCH
HOLDER AS THAT ADDRESS APPEARS UPON THE BOOKS OF THE COMPANY WITHIN TWO BUSINESS
DAYS (THIS AND CERTAIN OTHER CAPITALIZED TERMS USED HEREIN ARE DEFINED ON THE
REVERSE OF THIS NOTE) OF THE OPTION ELECTION DATE AND SHALL STATE (I) THE
INTEREST PAYMENT DATE AND (II) THE EXCHANGE RATE TO BE USED TO CONVERT AMOUNTS
FROM THE FACE AMOUNT CURRENCY TO THE OPTIONAL PAYMENT CURRENCY, WHICH RATE SHALL
BE THE DESIGNATED EXCHANGE RATE. ANY SUCH NOTICE BY THE COMPANY TO THE
REGISTERED HOLDER OF THIS NOTE, ONCE GIVEN, MAY NOT BE WITHDRAWN. IF THE
COMPANY ELECTS ON ANY OPTION ELECTION DATE TO PAY THE AMOUNTS DUE ON EACH
SUCCEEDING INTEREST PAYMENT DATE OR AT THE MATURITY DATE, AS THE CASE MAY BE, IN
THE OPTIONAL PAYMENT CURRENCY, THEN IT SHALL PAY ALL SUCH AMOUNTS (INCLUDING
PRINCIPAL) DUE WITH RESPECT TO THIS NOTE IN THE OPTIONAL PAYMENT CURRENCY ON
EACH SUCCEEDING INTEREST PAYMENT DATE OR AT THE MATURITY DATE, AS THE CASE MAY
BE. IF THE COMPANY DOES NOT ELECT ON AN OPTION ELECTION DATE TO PAY THE AMOUNT
DUE ON THE SUCCEEDING INTEREST PAYMENT DATE OR AT THE MATURITY DATE, AS THE CASE
MAY BE, IN THE OPTIONAL PAYMENT CURRENCY, THEN SUCH PAYMENT SHALL BE MADE IN THE
FACE AMOUNT CURRENCY AND NO NOTICE OF SUCH PAYMENT NEED BE GIVEN.]/6/
Payment of the principal of this Note, any premium and the interest
due at the Maturity Date (or any redemption or repayment date) will be made in
immediately available funds upon surrender of this Note at the office or agency
of such paying agent as the Company may determine maintained for that purpose in
the Borough of Manhattan, The City of New York (a "Paying Agent"), or at the
office or agency of such other Paying Agent as the Company may determine.
Interest on this Note will accrue initially from the Original Issue
Date and thereafter will accrue from the most recent Interest Payment Date to
which interest has been paid or duly provided for initially from the Original
Issue Date and thereafter will accrue until the principal hereof has been paid
or duly made available for payment (except as provided below). The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date,
will, subject to certain exceptions described herein, be paid to the person in
whose name this Note (or one or more predecessor Note) is registered at the
close of business on the date 15 days prior to
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/6/Use if Note has dual-currency feature.
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an Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable on the Maturity Date
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(or any redemption or repayment date) will be payable to the person to whom the
principal hereof shall be payable.
If the Specified Currency indicated on the face hereof is other than
U.S. dollars, any payment on this Note on an Interest Payment Date or the
Maturity Date (or any redemption or repayment date) will be made in U.S.
dollars, as provided below, unless the holder hereof elects by written request
(which request shall also include appropriate wire transfer instructions) to the
Paying Agent at its corporate trust office in The City of New York received on
or prior to the Record Date relating to an Interest Payment Date or at least 10
days prior to the Maturity Date (or any redemption or repayment date), as the
case may be, to receive such payment in such Specified Currency except as
provided on the reverse hereof; provided, that any U.S. dollar amount to be
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received by a holder of this Note will be based on the highest bid quotation in
New York City received by the Exchange Rate Agent, as defined on the reverse
hereof, at approximately 11:00 A.M., New York City time, on the second Business
Day (this and certain other capitalized terms used herein are defined on the
reverse of this Note) preceding the applicable payment date from three
recognized foreign exchange dealers (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer of such Specified Currency for
U.S. dollars for settlement on such payment date in the aggregate amount of such
Specified Currency payable to all holders of Notes having the same terms as this
Note (including Original Issue Date) scheduled to receive U.S. dollar payments
and at which the applicable dealer commits to execute a contract; provided,
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further, that if such bid quotations are not available, such payments shall be
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made in such Specified Currency. All currency exchange costs will be borne by
the holder of this Note by deductions from such payments. The holder hereof may
elect to receive payment in such Specified Currency for all such payments and
need not file a separate election for each such payment, and such election shall
remain in effect until revoked by written notice to the Paying Agent at its
corporate trust office in The City of New York received on a date prior to the
Record Date for the relevant Interest Payment Date or at least 10 days prior to
the Maturity Date (or any redemption or repayment date), as the case may be;
provided, however, that such election is irrevocable as to the next succeeding
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payment to which it relates; if such election is made as to full payment on this
Note, such election may thereafter be revoked so long as the Paying Agent is
notified of the revocation within the time period set forth above.
If the Specified Currency indicated on the face hereof is U.S.
dollars, payment of the principal of and premium, if any, and interest on this
Note will be made in such coin or currency of the United States as at the time
of payment is legal tender for payment of public and private debts; provided,
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however, that payments of interest, other than interest due at maturity (or any
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redemption or repayment date) will be made by United States dollar check mailed
to the address of the person entitled thereto as such address shall appear in
the Note register. A holder of U.S.$5,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or any date of
redemption or repayment, by wire transfer of immediately available funds to an
account maintained by the holder of this Note if appropriate wire transfer
instructions in writing have been received by the Paying Agent not less than 10
days prior to the applicable Interest Payment Date.
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Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee, as defined on the reverse hereof, by manual signature, this Note
shall not be entitled to any benefit under the Indenture, as defined on the
reverse hereof, or be valid or obligatory for any purpose.
6
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.
DATED: GENERAL ELECTRIC CAPITAL
CORPORATION
[SEAL] By:_____________________________
Title:
Attest:
By:___________________________
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the Tranche designated herein described in the
within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By: ___________________________________________
Authorized Officer
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[FORM OF REVERSE OF NOTE]
This Note is one of a duly authorized issue of Global Medium-Term Notes,
Series A, having maturities from nine months to 60 years from the date of issue
(the "Notes") of the Company. The Notes are issuable under an indenture, dated
as of September 1, 1982 between the Company and The Chase Manhattan Bank (such
indenture as amended to the date hereof being referred to herein as the
"Indenture"), to which Indenture and all indentures supplemented thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Company, the Trustee and the holders of
the Notes and the terms upon which the Notes are, and are to be, authenticated
and delivered. The Chase Manhattan Bank has been appointed Exchange Rate Agent
(the "Exchange Rate Agent", which terms include any successor or exchange rate
agent with respect to the Notes, and The Chase Manhattan Bank at its corporate
trust office in The City of New York has been appointed the registrar and as a
Paying Agent with respect to the Notes. The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Indenture. To the extent not
inconsistent herewith, the terms of the Indenture are hereby incorporated by
reference herein.
This Note will not be subject to any sinking fund and will not be
redeemable or subject to repayment at the option of the holder prior to
maturity, except as provided below.
Unless otherwise indicated on the face of this Note, this Note shall not be
subject to repayment at the option of the holder prior to the Maturity Date. If
so indicated on the face of this Note, this Note may be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of 1,000 units of
the Specified Currency indicated on the face hereof (provided that any remaining
principal amount hereof shall not be less than the minimum authorized
denomination hereof) at the option of the holder hereof at a price equal to 100%
of the principal amount to be repaid, together with interest hereon payable to
the date of repayment. For this Note to be repaid in whole or in part at the
option of the holder hereof, the Company must receive at the corporate trust
office of the Paying Agent in the Borough of Manhattan, The City of New York, at
least 30 days but not more than 60 days prior to the repayment, (i) this Note
with the form entitled "Option to Elect Repayment" on the reverse hereof duly
completed or (ii) a telegram, facsimile transmission or a letter from a member
of a national securities exchange or a member of the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company in
the United States which must set forth the name of the holder of the Note, the
principal amount of this Note, the principal amount of this Note to be repaid,
the certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse hereof, will be received by
the Principal Paying Agent not later than the fifth Business Day after the date
of such telegram, facsimile transmission or letter; provided, however, that such
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telegram, facsimile transmission or letter from a member of a national
securities exchange or a member of the NASD, or a commercial bank or trust
company in the United States shall only be effective if in such case, this Note
and form duly completed are received by the Company by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the holder
hereof upon cancellation hereof, but only in an authorized denomination.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or earlier redemption
or repayment date), as the case may be. Interest payments for this Note will be
computed and paid on the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest shall
accrue for the period from and after the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) to such next succeeding Business Day.
8
This Note is unsecured and ranks pari passu with all other unsecured and
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unsubordinated indebtedness of the Company.
This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, in denominations of
100,000 units of the Specified Currency indicated on the face hereof or any
integral multiple of 1,000 units of such Specified Currency in excess thereof.
The Chase Manhattan Bank has been appointed registrar for the Notes (the
"Registrar", which term includes any successor registrar appointed by the
Company), and the Registrar will maintain at its office in The City of New York
a register for the registration and transfer of Notes. This Note may be
transferred at the aforesaid office of the Registrar by surrendering this Note
for cancellation, accompanied by a written instrument of transfer in form
approved by the Registrar and duly executed by the registered holder hereof in
person or by the holder's attorney duly authorized in writing, and thereupon the
Registrar shall issue in the name of the transferee or transferees, in exchange
herefor, a new Note or Notes having identical terms and provisions for an equal
aggregate principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Registrar will not be
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required to register the transfer of or exchange any Note that has been called
for redemption in whole or in part, or as to which the holder thereof has
elected to cause such Note to be repaid in whole or in part, except the
unredeemed or unpaid portion of Notes being redeemed or repaid in part, or to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Indenture with respect to the redemption of Notes. Notes are
exchangeable at said office for other Notes of other authorized denominations of
equal aggregate principal amount having identical terms and provisions. All
such exchanges and transfers of Notes will be free of charge, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form approved by the
Registrar and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, destroyed, lost or
stolen, or is apparently destroyed, lost or stolen, and such Note or evidence of
the loss, theft or destruction thereof (together with the indemnity hereinafter
referred to and such other documents or proof as may be required in the
premises) shall be delivered to the Registrar, a new Note of like tenor will be
issued by the Company in exchange for the Note so mutilated or defaced, or in
lieu of the Note so destroyed or lost or stolen, but, in the case of any
destroyed or lost or stolen Note only upon receipt of evidence satisfactory to
the Registrar and the Company that such Note was destroyed or lost or stolen
and, if required, upon receipt also of indemnity satisfactory to each of them.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Indenture provides that if an Event of Default (as defined in the
Indenture) with respect to any series of debt securities issued under the
Indenture, including the series of Global Medium-Term Notes, Series A, of which
this Note forms a part, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of the debt
securities of such series then outstanding under the Indenture, by notice in
writing to the Company (and to the Trustee if given by securityholders of such
series), may declare the principal of all debt securities of all such series and
interest accrued thereon to be due and payable immediately, but upon certain
conditions such declarations may be annulled and past defaults may be waived
(except a continuing default in payment of principal (or premium, if any) or
interest on such debt securities) by the holders of a majority in principal
amount of the debt securities of such series then outstanding.
If the face hereof indicates that this Note is subject to "Modified Payment
upon Acceleration", then (i) if the principal hereof is declared to be due and
payable as described in the preceding paragraph, the amount of principal due and
payable with respect to this Note shall be limited to the sum of the Issue Price
specified on the face hereof plus the Amortized Amount, (ii) for the purpose of
any vote of securityholders taken pursuant to the Indenture prior to the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount that would be due and payable hereon, calculated as set forth in
clause (i) above, if this Note were declared to be due and payable on the
9
date of any such vote and (iii) for the purpose of any vote of securityholders
taken pursuant to the Indenture following the acceleration of payment of this
Note, the principal amount hereof shall equal the amount of principal due and
payable with respect to this Note, calculated as set forth in clause (i) above.
The Indenture permits the Company, when authorized by resolution of the
Board of Directors, and the Trustee, with the consent of the holders of not less
than 66-2/3% in aggregate principal amount of the notes of each series (each
series voting as a class) affected by such supplemental indenture at the time
outstanding, including the series of Global Medium-Term Series A, of which this
Note forms a part, to enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the notes
of each such series or the coupons appertaining to such notes; provided,
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however, that no such supplemental indenture shall (i) extend the fixed maturity
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of any note, or reduce the rate or extend the time of payment of interest, if
any, thereon, or reduce the principal amount or premium, if any, thereof, or
make the principal thereof or premium, if any, or interest, if any, thereon
payable in any coin or currency other than that provided in any note, or reduce
the amount of the principal of an Original Issue Discount note that would be due
and payable upon an acceleration of the maturity thereof or adversely affect the
right of repayment, if any, at the option of the holder without the consent of
the holder of each note so affected, or (ii) reduce the aforesaid percentage of
notes of any series, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holder of each note so
affected. A supplemental indenture which changes or eliminates any covenant or
other provision of the Indenture which has expressly been included solely for
the benefit of one or more particular series of notes, or which modifies the
rights of the holders of notes of such series or of coupons appertaining to such
notes with respect to such covenant or other provision, shall be deemed not to
affect the rights under the Indenture of the holders of notes of any other
series or of coupons appertaining to such notes.
Except as set forth below, if the principal of, or premium, if any, or
interest, if any, on this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Company for
making payments thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company or is no longer used by the
government of the country issuing, or authority sponsoring, such Specified
Currency or for the settlement of transactions by public institutions within the
international banking community, then the Company will be entitled to satisfy
its obligations to the holder of this Note by making such payments in U.S.
dollars on the basis of the noon U.S. dollar buying rate in The City of New York
for cable transfers of the Specified Currency as certified for customs purposes
by the Federal Reserve Bank of New York, as determined by the Exchange Rate
Agent on the date of such payment, or if such rate is not available on such
date, as of the most recent practicable date. Any payment made under such
circumstances in U.S. dollars where the required payment is in a Specified
Currency other than U.S. dollars will not constitute an Event of Default.
With respect to each due date for the payment of principal of, premium, if
any, or interest on, the Notes denominated in ECU on or prior to which the ECU
is not used in the European Monetary System or on or prior to which banks in all
member countries of the EC shall have ceased to provide ECU accounts, the
Company or its agent shall (in the case of an agent, without liability on its
part but after consultation with the Company and having regard to the
availability to the Company of the relevant currency) choose a substitute
currency (the "Chosen Currency") which shall be a component currency of the ECU
or U.S. dollars with respect to which all payments due on that date with respect
to the Notes required to be made in U.S. dollars shall be calculated and in
which all payments due on that date with respect to the Notes required to be
made in ECU shall be made. Notice of the Chosen Currency so selected shall be
given to holders of Registered Notes by mail. The amount of each payment
calculated with reference to or made in such Chosen Currency shall be computed
on the basis of the equivalent of the ECU in that currency, determined as
described below, as of the fourth business day in Luxembourg prior to the date
on which such payment is due.
On or about the fifth business day in Luxembourg following the day on which
the ECU is not used in the European Monetary System or on which banks in all
member countries of the EC shall have ceased to provide ECU accounts, the
Company or its agent shall (in the case of an agent, without liability on its
part but after consultation with the Company and having regard to the
availability to the Company of the relevant currency) choose a Chosen Currency
in which all payments with respect to Notes having a due date prior thereto but
not yet presented for
10
payment are to be made. The amount of each payment in such Chosen Currency shall
be computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Currency as of any date
(the "Day of Valuation") shall be determined by the Exchange Rate Agent on the
following basis. The amounts and components composing the ECU for this purpose
(the "Components') shall be the amounts and components which composed the ECU
(i) as of the last date on which the ECU was used in the European Monetary
System (or, if after such last date the ECU was used for the settlement of
transactions by public institutions of or within the EC, as of the most recent
date when the ECU was so used) or (ii) where the selection of a Chosen Currency
shall have been required only because banks in all member countries of the EC
shall have ceased to provide ECU accounts, as of the Day of Valuation. The
equivalent of the ECU in the Chosen Currency shall be calculated by, first,
aggregating the U.S. dollar equivalents of the Components; and then, in the case
of a Chosen Currency other than U.S. dollars, using the rate used for
determining the U.S. dollar equivalent of the Components in the Chosen Currency
as set forth below, calculating the equivalent in the Chosen Currency of such
aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components shall be determined by
the Exchange Rate Agent on the basis of the middle spot delivery quotations
prevailing at 2:30 p.m., Luxembourg time, on the Day of Valuation, as obtained
by the Exchange Rate Agent from one or more major banks, as selected by the
Company or its agent, in the country of issue of the component currency in
question.
If for any reason no direct quotations are available for a Component as of
a Day of Valuation from any of the banks selected for this purpose, in computing
the U.S. dollar equivalent of such Component, the Exchange Rate Agent shall
(except as provided below) use the most recent direct quotations for such
Component obtained by it or on its behalf, provided that such quotations were
prevailing in the country of issue not more than two Business Days before such
Day of Valuation. If such most recent quotations were so prevailing more than
two Business Days in the country of issue before such Day of Valuation, the
Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component
on the basis of cross rates derived from the middle spot delivery quotations for
such component currency and for the U.S. dollar prevailing at 2:30 p.m.
Luxembourg time on such Day of Valuation, as obtained by, or on behalf of, the
Exchange Rate Agent from one or more major banks, as selected by the Company or
its agents, in a country other than the country of issue of such component
currency. Notwithstanding the foregoing, the Exchange Rate Agent shall
determine the U.S. dollar equivalent of such Component on the basis of such
cross rates if the Company or such Agent judges that the equivalent so
calculated is more representative than the U.S. dollar equivalent calculated as
provided in the first sentence of this paragraph. Unless otherwise specified by
the Company or its agent, if there is more than one market for dealing in any
component currency by reason of foreign exchange regulations or for any other
reason, the market to be referred to in respect of such currency shall be that
upon which a non-resident issuer of notes denominated in such currency would
purchase such currency in order to make payments in respect of such notes.
If the official unit of any Component is altered by way of combination or
subdivision, the number of units of that currency as a Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components shall be replaced by an amount in such single currency equal to the
sum of the amounts of the consolidated component currencies expressed in such
single currency. If any Component is divided into two or more currencies each
of which shall be equal to the amount of the original component currency
separated into the number of currencies into which such original currency was
divided.
All determinations referred to above made by the Company or its agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on holders of Notes.
So long as this Note shall be outstanding, the Company will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Company may designate other agencies for the payment of said principal,
premium, if any, and interest at such place or places (subject to applicable
laws and regulations) as the
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Company may decide. So long as there shall be any such agency, the Company shall
keep the Trustee advised of the names and locations of such agencies, if any are
so designated.
With respect to moneys paid by the Company and held by the Trustee or any
Paying Agent for the payment of the principal of or interest or premium, if any,
on any Notes that remain unclaimed at the end of three years after such
principal, interest or premium shall have become due and payable (whether at
maturity or upon call for redemption or otherwise), (i) the Trustee or such
Paying Agent shall notify the holders of such Notes that such moneys shall be
repaid to the Company and any person claiming such moneys shall thereafter look
only to the Company for payment thereof and (ii) such moneys shall be so repaid
to the Company. Upon such repayment all liability of the Trustee or such Paying
Agent with respect to such moneys shall thereupon cease, without, however,
limiting in any way any obligation that the Company may have to pay the
principal of or interest or premium, if any, on this Note as the same shall
become due.
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, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein and in the Indenture prescribed unless
otherwise agreed between the Company and the registered holder of this Note.
Prior to due presentment of this Note for registration of transfer, the
Company or any agent of the Company, the Registrar or the Trustee may treat the
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Registrar, the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal of, or premium,
if any, or the interest on, this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issuer
hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
As used herein:
(a) the term "AMORTIZED AMOUNT" is equal to the original issue discount
amortized from the Original Issue Date to the date of redemption or declaration,
as the case may be, which amortization shall be calculated using the "constant
yield method" (computed in accordance with the rules under the Internal Revenue
Code of 1986, as amended, and the regulations thereunder, in effect on the date
of redemption or declaration, as the case may be);
(b) the term "BUSINESS DAY" means any day that is not a Saturday or Sunday
and that is not a day on which banking institutions are generally authorized or
obligated by law to close in The City of New York and (i) with respect to notes
denominated in a Specified Currency other than U.S. dollars, ECUs or Australian
dollars, in the principal financial center of the country of such Specified
Currency, (ii) with respect to Notes denominated in ECUs, in Brussels, Belgium
and (iii) with respect to Notes denominated in Australian dollars, in both
Sydney, Australia and Melbourne, Australia.
(c) the term "UNITED STATES" means the United States of America (including
the States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.
(d) all other terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.
12
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 COM-as tenants in common
TEN ENT-as tenants in the entireties
JT TEN-as joint tenants with right of ownership 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.
-----------------------------
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 TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person
attorney to transfer such Note on the books of the 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 face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
13
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) the Issuer to repay the within
Note (or portion thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the Optional
Repayment Date, to the undersigned, at (PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS OF THE UNDERSIGNED)
If less than the entire principal amount of the within Note is to be repaid,
specify the portion thereof (which shall be increments of 1,000 units of the
Specified Currency indicated on the face hereof) which the holder elects to have
repaid: ____________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the Notes
to be issued to the holder for the portion of the within Note not being repaid
(in the absence of any such specification, one such Note will be issued for the
portion not being repaid):
Date:
NOTICE: The signature on this Option to Elect Repayment must correspond
with the name as written upon the face of the within instrument in
every particular without alteration or enlargement.