Exhibit 4(g)
[FORM OF SERIES A FLOATING RATE REGISTERED NOTE]
U.S. Floating Rate Note
REGISTERED REGISTERED
No. USFLR [ ](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.
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
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(4) If Note has dual currency feature.
(5) If Note has index feature.
Calculation Agent: IF INTEREST RATE BASIS IS LIBOR:
DESIGNATED LIBOR CURRENCY:____________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: ____________
[ ] Telerate Page: ___________
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: [ ] Actual/Actual to the period
Fixed Interest Rate: from to
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER PROVISIONS:
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to Cede & Co., 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 from the Original Issue Date
specified above at a rate per annum equal to the Initial Interest Rate specified
above until the first Interest Reset Date next succeeding the Original Issue
Date specified above, and thereafter at a rate per annum determined in
accordance with the provisions specified on the reverse hereof until the
principal hereof is paid or duly made available for payment (except as provided
below). The Company will pay interest 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 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 Issue
Date to the registered holder of this Note on the Record Date with respect to
such second Interest Payment Date; and provided, further, that if an Interest
Payment Date (other than maturity) would fall on a day that is not a Business
Day (this and certain other capitalized terms used herein are defined on the
reverse of this Note), such Interest Payment Date shall be the following day
that is a Business Day, except that if the Interest Rate Basis specified above
is LIBOR and such next Business Day falls in the next calendar month, the
Interest Payment Date shall be the immediately preceding day that is a Business
Day.
[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 and such interest 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 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 (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 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
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(6) Use if Note has dual-currency feature.
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, further,
that if such bid quotations are not available, such payments shall be made in
U.S. Dollars. 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 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, however, that
payments of interest, other than interest due at maturity (or any 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.
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.
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 Securities of the Tranche designated therein described
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By: _____________________________
Authorized Officer
[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 a Third Amended and
Restated Indenture, dated as of February 27, 1997 between the Company and The
Chase Manhattan Bank as amended by the First Supplemental Indenture dated as of
May 3, 1999 (such indenture as amended and supplemented to the date hereof being
referred to herein as 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 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 term includes any
successor, 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
Calculation Agent will be appointed pursuant to the applicable pricing
supplement. 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.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date". If no Initial Redemption Date is set forth above, this Note may not be
redeemed at the option of the Company prior to the Maturity Date. On and after
the Initial Redemption Date, if any, this Note may be redeemed at any time in
whole or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Company at the applicable Initial Redemption Percentage together with interest
thereon payable to the Redemption Date, on notice given to the holder of this
Note not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the holder of this Note upon the
surrender hereof. The Initial Redemption Percentage may be increased or
decreased, as the case may be, as indicated on the face hereof under
"Applicability of Annual Redemption Percentage Increase" or "Applicability of
Annual Redemption Reductions". [If this Note is subject to "Modified Payment
upon Acceleration or Redemption" the redemption price of this Note shall be
limited to the Amortized Amount.]
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 Paying Agent not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; provided, however, that such
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.
This Note will bear interest at the rate determined as follows:
1. If this Note is designated as a Regular Floating Rate Note on the
face hereof, then, except as described below, this Note shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis shown on the face hereof (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described on the
face hereof. Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof; provided, however, that (i) the
interest rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date will be the Initial Interest Rate, and (ii)
unless otherwise specified on the face hereof, the interest rate in effect
hereon for the ten calendar days immediately prior to a Maturity Date or
redemption or repayment date shall be that in effect on the tenth calendar
day preceding such date.
2. If this Note is designated as a Floating Rate/Fixed Rate Note on
the face hereof, then, except as described below, this Note shall
initially bear interest at the rate determined by reference to the
applicable Interest Rate Basis shown on the face hereof (i) plus or minus
the applicable Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner described
on the face hereof. Commencing on the Initial Interest Reset Date, the
rate at which interest on this Note is payable shall be reset as of each
Interest Reset Date specified on the face hereof; provided, however, that
(i) the interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date will be the Initial Interest Rate;
(ii) unless otherwise specified on the face hereof, the interest rate in
effect hereon for the ten calendar days immediately prior to the Fixed
Rate Commencement Date shall be that in effect on the tenth calendar day
preceding the Fixed Rate Commencement Date; and (iii) the interest rate in
effect commencing on, and including, the Fixed Rate Commencement Date to
the Maturity Date shall be the Fixed Interest Rate, if such a rate is
specified on the face hereof, or if no such Fixed Interest Rate is so
specified, the interest rate in effect hereon on the day immediately
preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating Rate Note on
the face hereof, then, except as described below, this Note will bear
interest equal to the Fixed Interest Rate indicated on the face hereof
minus the rate determined by reference to the applicable Interest Rate
Basis shown on the face hereof (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof;
provided, however, that the interest
rate hereon will not be less than zero. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is payable shall be
reset as of each Interest Rate Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the period
from the Original Issue Date to the Initial Interest Reset Date will be
the Initial Interest Rate, and (ii) unless otherwise specified on the face
hereof, the interest rate in effect hereon for the ten calendar days
immediately prior to a Maturity Date or redemption or repayment date shall
be that in effect on the tenth calendar day preceding such date.
4. Notwithstanding the foregoing, if this Note is designated on the
face hereof as having an Addendum attached, the Note shall bear interest
in accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each day shall be
(a) if such day is an Interest Reset Date, the interest rate determined on the
Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined on the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest Rate Basis shall
be the rate determined in accordance with the applicable provision below. If any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that if an Interest Rate Basis specified on
the face hereof is LIBOR and such next Business Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the next preceding Business
Day.
The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the CD Rate, Commercial Paper
Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second Business
Day next preceding such Interest Reset Date. The Interest Determination Date
with respect to the Eleventh District Cost of Funds Rate will be the last
working day of the month immediately preceding each Interest Reset Date on which
the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below). The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to LIBOR shall be the second London Business Day preceding such
Interest Reset Date unless the Index Currency is (i) pounds sterling, in which
case the Interest Determination Date will be the applicable Interest Reset Date
or (ii) Euro, in which case the Interest Determination Date will be the second
Target Settlement Date (as defined below) preceding such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the Treasury Rate shall be the day
of the week in which such Interest Reset Date falls on which Treasury bills
normally would be auctioned; provided, however, that if an auction is held on
the Friday of the week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such auction.
The "Calculation Date" pertaining to any Interest Determination Date will
be the earlier of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day preceding the applicable Interest Payment Date or Maturity
Date or redemption or repayment date, as the case may be.
Determination of CD Rate. If the Interest Rate Basis specified on the face
hereof is the CD Rate, the CD Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates," or any successor
publication ("H.15(519)"), under the heading "CDs
(secondary market)," or, if not so published by 3:00 p.m., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the CD
Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit of the Index Maturity specified on the face hereof as
published in the daily update of H.15(519), available through the world-wide-web
site of the Board of Governors of the Federal Reserve Systems at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication ("H.15 Daily Update) or such other recognized electronic source used
for the purpose of displaying such rate, under the heading "CDs (secondary
market)." If such rate is not yet published in either H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City time,
on such Calculation Date pertaining to such Interest Determination Date, then
the CD Rate on such Interest Determination Date will be calculated by the
Calculation Agent referred to on the face hereof and will be the average of the
secondary market offered rates as of 10:00 a.m., New York City time, on such
Interest Determination Date, as quoted by three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent, for negotiable certificates of deposit of major United
States money market banks with a remaining maturity closest to the Index
Maturity specified on the face hereof in a denomination of $5,000,000; provided,
however, that if fewer than three dealers are quoting rates, the rate of
interest on this Note with respect to the following Interest Reset period shall
be the rate of interest as in effect on such Interest Determination Date.
Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, the Commercial Paper
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper-Nonfinancial," or if not so published prior to 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield of
the rate on such Interest Determination Date for commercial paper of the Index
Maturity specified on the face hereof as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the heading "Commercial Paper - Nonfinancial". If such rate is not yet
available in either H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date,
then the Commercial Paper Rate on such Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
average of the offered rates as of 11:00 a.m., New York City time, on such
Interest Determination Date as quoted by three leading dealers in commercial
paper in The City of New York selected by the Calculation Agent for commercial
paper of 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 rating agency; provided, however, that if fewer than three
dealers are quoting rates, the rate of interest on this Note with respect to the
following Interest Reset Period shall be the rate of interest in effect on such
Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = ((D x 360/360) - (D x M)) x 100
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If an Interest Rate
Basis for this Note is the Eleventh District Cost of Funds Rate, as indicated
above, the Eleventh District Cost of Funds Rate shall
be determined on each applicable Interest Determination Date and shall be the
rate equal to the monthly weighted average cost of funds for the calendar month
preceding such Interest Determination Date as set forth under the caption "11th
District" on Bridge Telerate, Inc., or any successor service ("Telerate") on
Page 7058 as of 11:00 a.m., San Francisco time, on such Interest Determination
Date. If such rate does not appear on Telerate Page 7058 on any Interest
Determination Date, the Eleventh District Cost of Funds Rate for such Interest
Determination Date shall be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that was
most recently announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month preceding the date of such announcement. If the
FHLB of San Francisco fails to announce such rate for the calendar month next
preceding such Interest Determination Date, then the rate of interest on this
Note for the following Interest Reset Period will be the rate of interest in
effect on such Interest Determination Date.
Determination of Federal Funds Rate. If the Interest Rate Basis specified
on the face hereof is the Federal Funds Rate, the Federal Funds Rate with
respect to this Note shall be determined on each Interest Determination Date and
shall be the rate on such date for Federal Funds as published in H.15(519) under
the heading "Federal Funds Effective", as such rate is displayed on Telerate
Page 120 or, if not so published by 11:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate will be the rate on such 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 heading "Federal Funds (Effective)."
If such rate does not appear on Telerate Page 120 or is not yet published in
either H.15(519), H.15 Daily Update, or another recognized electronic source by
3:00 p.m., New York City time, on such Calculation Date, the Federal Funds Rate
for such Interest Determination Date will be calculated by the Calculation Agent
and will be the average of the rates for the last transaction in overnight
Federal funds as of 11:00 a.m., New York City time, on such Interest
Determination Date arranged by three leading brokers of Federal funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if fewer than three brokers are providing quotes, the
rate of interest on this Note with respect to the following Interest Reset
Period Date shall be the rate of interest in effect on such Interest
Determination Date.
Determination of LIBOR. If the Interest Rate Basis specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:
(a) With respect to any Interest Determination Date, LIBOR will be
generally determined as either:
(1) If "LIBOR Reuters" is specified on the face hereof, the average
of the offered rates for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face hereof beginning on
the second London Business Day immediately after the Interest
Determination Date, that appear on the Designated LIBOR page as of
11:00 a.m., London time, on that Interest Determination Date, if at
least two offered rates appear on the Designated LIBOR Page; or
(2) If "LIBOR Telerate" is specified on the face hereof, or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the
face hereof, the rate for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face hereof beginning on
the second London Business Day immediately after such date (or, if
pounds sterling is the Designated LIBOR Currency, beginning on such
date or, if Euro is the Designated LIBOR Currency, beginning on the
second TARGET Settlement Date immediately after such date), that
appears on the Designated LIBOR Page as of 11:00 a.m., London time,
on that Interest Determination Date.
Where (1) above applies, if fewer than two offered rates
appear on the Designated LIBOR Page, or, where (2) above applies, if
no rate appears on the Designated LIBOR Page, LIBOR for that
Interest Determination Date will be determined based on the rates on
that Interest Determination Date at approximately 11:00 a.m., London
time, at which deposits on that date in
the Designated LIBOR Currency for the period of the Index Maturity
specified on the face hereof are offered to prime banks in the
London interbank market by four major banks in that market selected
by the Calculation Agent and in a principal amount of not less than
$1,000,000 (or its foreign currency equivalent) that in the
Calculation Agent's judgment is representative for a single
transaction in the Designated LIBOR Currency in such market at such
time (a "Representative Amount"). The offered rates must begin on
the second London Business Day immediately after the Interest
Determination Date (or if pounds sterling is the Designated LIBOR
Currency, commencing on such Interest Determination Date or, if Euro
is the Designated LIBOR Currency, beginning on the second TARGET
Settlement Date immediately after such date).
The Calculation Agent will request the principal London office
of each of these banks to quote its rate. If the Calculation Agent
receives at least two quotations, LIBOR will be the average of those
quotations.
(b) If the Calculation Agent receives fewer than two quotations, LIBOR
will be the average of the rates quoted at approximately 11:00 a.m., New York
City time, on the Interest Determination Date by three major banks in the
Principal Financial Center selected by the Calculation Agent. The rates will be
for loans in the Designated LIBOR Currency to leading European banks having the
specified Index Maturity beginning on the second London Business Day after that
date (or, if pounds sterling is the Designated LIBOR Currency, commencing on
such date or, if Euro is the Designated LIBOR Currency, beginning on the second
TARGET Settlement Date immediately after such date) and in a Representative
Amount.
(c) If fewer than three banks provide quotes, the rate of interest on this
Note with respect to the following Interest Reset Period shall be the rate of
interest in effect on such Interest Determination Date.
"Designated LIBOR Currency" means the currency (including composite
currencies) specified on the face hereof as the currency with respect to which
LIBOR shall be calculated. If no such currency is specified on the face hereof,
the Designated LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
on the face hereof, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is specified on the face
hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the
method for calculating LIBOR, the display on Telerate (or any successor service)
for the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency.
Unless provided otherwise on the face hereof, "Principal Financial Center"
will be (i) the capital city of the country issuing the currency in which the
Notes are denominated or (ii) the capital city of the country to which the
Designated LIBOR Currency relates, as applicable, except, in the case of (i) or
(ii) above, that with respect to the following currencies, the "Principal
Financial Center" will be as indicated below:
Currency Principal Financial Center
-------- --------------------------
United States dollars The City of New York
Australian dollars Sydney and, if Australian dollars is the
currency in which the Notes are
denominated, Melbourne
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
Euro London
"TARGET Settlement Date" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.
Determination of Prime Rate. If the Interest Rate Basis specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate set forth
on that Interest Determination Date in H.15(519) under the heading "Bank Prime
Loan". If the rate is not published in H.15(519) by 3:00 p.m., New York City
time, on the Calculation Date, then the Prime Rate will be the rate as published
on such Interest Determination Date 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 the rate is not 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 Calculation Date, then the Prime Rate will be the average (rounded
upwards, if necessary, to the next higher one-hundred thousandth of a percentage
point) of the rates publicly announced by each bank on the Reuters Screen
USPRIME1 Page as its prime rate or base lending rate for that Interest
Determination Date. If fewer than four, but more than one, rates appear on the
Reuters Screen USPRIME1 Page, the Prime Rate will be the average of the prime
rates (quoted on the basis of the actual number of days in the year divided by a
360-day year) as of the close of business on the Interest Determination Date by
four major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two rates appear, the Prime Rate will be
determined based on the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having total
equity capital of at least $500 million and being subject to supervision or
examination by a Federal or State authority, as selected by the Calculation
Agent. If no banks are providing quotes, the rate of interest on this Note with
respect to the following Interest Reset Period shall be the rate of interest in
effect on such Interest Determination Date. "Reuters Screen USPRIME 1 Page"
means the display designated as page "USPRIME 1" on the Reuters Monitor Money
Rates Service, or any successor service, or any other page as may replace the
USPRIME 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 specified on
the face hereof is "Treasury Rate," the Treasury Rate with respect to this Note
shall be
(a) the rate from the Auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
that rate appears under the caption "INVESTMENT RATE" on the display on Bridge
Telerate, Inc., or any successor service, on page 56 or any other page as may
replace page 56 on that service ( "Telerate Page 56") or page 57 or any other
page as may replace page 57 on that service ( "Telerate Page 57"); or
(b) if the rate described in (i) above is not published by 3:00 p.m., New
York City time, on the Calculation Date, the Bond Equivalent Yield of the rate
for the applicable Treasury Bills as published in the H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "U.S. Government Securities/Treasury
Bills/Auction High;" or
(c) if the rate described in (ii) above is not published by 3:00 p.m., New
York City time, on the related Calculation Date, the Bond Equivalent Yield of
the Auction rate of the applicable Treasury Bills, announced by the United
States Department of the Treasury; or
(d) in the event that the rate described in (iii) above is not announced
by the United States Department of the Treasury, or if the Auction is not held,
the Bond Equivalent Yield of the rate on the applicable Interest Determination
Date of Treasury Bills having the Index Maturity specified on the face hereof
published in H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market;" or
(e) if the rate described in (iv) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date of the applicable Treasury Bills as published in
H.15 Daily Update, or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary
Market;" or
(f) if the rate described in (v) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date calculated by the Calculation Agent as 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 the applicable Interest
Determination Date, of three primary United States government securities
dealers, which may include the agent or its 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; or
(g) if the dealers selected by the Calculation Agent are not quoting as
described in (vi), the Treasury Rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable shall be the Initial Interest Rate.
The "Bond Equivalent Yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:
Bond Equivalent Yield = (D x N)/(360 - (D x M))
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
CMT Rate Note. If the Interest Rate Basis specified on the face hereof is
the CMT Rate, the CMT Rate with respect to this Note shall be determined on each
Interest Determination Date, and shall be the rate displayed on the Designated
CMT Telerate Page under the caption " . . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 p.m.", under
the column for the Index Maturity specified on the face hereof for:
(1) if the Designated CMT Telerate Page is 7051, the rate for the Interest
Determination Date; or
(2) if the Designated CMT Telerate Page is 7052, the weekly or monthly
average, as applicable, ended immediately preceding the week or month, as
applicable, in which the Interest Determination Date occurs.
If no page is specified, the Designated CMT Telerate Page will be 7052 for
the most recent week. If that rate is no longer displayed on the relevant page,
or if it is not displayed by 3:00 p.m., New York City time, on the Calculation
Date, then the CMT Rate will be the Treasury constant maturity rate for the
specified Index Maturity as published in the relevant H.15(519). If the rate is
no longer published in H.15(519), or is not published by 3:00 p.m., New York
City time, on the Calculation Date, then the CMT Rate for that Interest
Determination Date will be the Treasury constant maturity rate for the specified
Index Maturity (or other U.S. Treasury rate for such Index Maturity for that
Interest Determination Date) as may then be published by either the Federal
Reserve Board or the U.S. 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 the relevant H.15(519). If that information is
not provided by 3:00 p.m., New York City time, on the Calculation Date, then the
CMT Rate will be calculated as a yield to maturity, based on the average of the
secondary market closing offer side prices as of approximately 3:30 p.m., New
York City time, on that Interest Determination Date reported, according to their
written records, by three leading primary U.S. government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the Calculation
Agent. These dealers will be selected from five Reference Dealers. The
Calculation Agent will eliminate 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 specified on the face hereof and a remaining
term to maturity of not less than the Index Maturity specified on the face
hereof minus one year. If two Treasury Notes with an original maturity as
described in the preceding sentence have remaining terms to maturity equally
close to the specified Index Maturity, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used. If the Calculation Agent cannot
obtain three Treasury Note quotations, the CMT Rate will be calculated as a
yield to maturity based on the average of the secondary market offer side prices
as of approximately 3:30 p.m., New York City time, on that Interest
Determination Date of three Reference Dealers in The City of New York selected
by the Calculation Agent using the same method described above, for Treasury
Notes with an original maturity of the number of years that is the next highest
to the Index Maturity specified on the face hereof with a remaining term to
maturity closest to such Index Maturity and in an amount of at least
$100,000,000. If three or four (and not five) of the Reference Dealers are
providing quotes, then the CMT Rate will be based on the average of the offer
prices obtained, and neither the highest nor the lowest of such quotes will be
eliminated. If fewer than three Reference Dealers are providing quotes, the rate
of interest on this Note with respect to the following Interest Reset Period
shall be the rate of interest in effect on such Interest Determination Date.
"Designated CMT Telerate Page" means the display on Telerate (or any
successor service) on the page designated on the face hereof (or any other page
as may replace such page on such services). If no such page is specified on the
face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent
week.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States Federal law of general application.
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 that will become effective as of the next Interest Reset Date.
Interest payments on this Note will equal the amount of interest accrued
from and including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the date of issue, if no interest
has been paid) to but excluding the related Interest Payment Date; provided,
however, that if the Interest Reset Period with respect to this Note is daily or
weekly, each interest payment will include interest accrued from and including
the date of issue or from but excluding the last Regular Record Date to which
interest has been paid, as the case may be, through and including the Regular
Record Date next preceding the applicable Interest Payment Date, unless
otherwise specified on the face hereof; and provided, further, that the interest
payment with respect to this Note made on the Maturity Date will include
interest accrued to but excluding such Maturity Date.
Accrued interest hereon shall be calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest factor is computed
by adding the interest factor calculated for each day from the date of issue, or
from the last day to which interest has been paid or duly provided for, to the
date for which accrued interest is being calculated. Unless otherwise specified
on the face hereof, the interest factor for each such day will be computed by
dividing the interest rate applicable to such day by 360, if the Interest Rate
Basis specified on the face hereof is the CD Rate, the Commercial Paper Rate,
the Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR, the
Prime Rate or the CMT Rate, or by the actual number of days in the year if the
Interest Rate Basis specified on the face hereof is the
Treasury Rate. If the Interest Rate Basis specified on the face hereof is LIBOR
and the currency specified on the face hereof is Euro, the face of this Note may
indicate that the interest factor for each such day will be computed by dividing
the rate applicable to such day by the actual number of days in the year.
All percentages resulting from any calculation will be to the nearest one
hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g., 9.9876545% (or .09876545) would be
rounded to 9.87655% (or.0987655), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward).
In the case where the Maturity Date (or any redemption or repayment date)
does not fall on a Business Day, payment of 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 Maturity Date (or any redemption or repayment date), and no interest shall
accrue for the period from and after the Maturity Date (or any redemption or
repayment date) to such next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other unsecured and
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
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 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 or Redemption", 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 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,
however, that no such supplemental indenture shall (i) extend the fixed maturity
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 most recently available market exchange rate for
such Specified Currency, 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. If a Specified Currency is unavailable solely because
the country of issue has replaced its currency with Euro or other currency of
the European Union pursuant to the Treaty establishing the European Communities,
the amounts payable will, beginning with the date the replacement becomes
effective, be made in Euro or such other currency. The amounts payable on any
date will be converted into Euro or such other currency on the basis of the most
recently available market exchange rate for such currency, 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.
If any payment is required to be made in Euro and Euro are unavailable due
to the imposition of exchange controls or other circumstances beyond the
Company's control or are no longer used in the European Monetary System, then
all payments will be made in U.S. dollars until Euro are again available or so
used. The amount of each payment in U.S. dollars will be computed on the basis
of the equivalent of Euro in U.S. dollars, determined on the basis of the most
recently available market exchange rate for Euro 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 or Euro, as the case may be, where the required
payment is in a Specified Currency other than U.S. dollars or Euro, as the case
may be, will not constitute an Event of Default.
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 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 two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise) 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.
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, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to Notes denominated in
a foreign currency, such day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center of the country issuing the Specified Currency (or, if
the Specified Currency is Euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open); provided, further, that, with respect to LIBOR notes (other
than those denominated in Euro) such day is also a London Business Day;
(c) the term "London Business Day" means a day on which commercial banks
are open for business (including dealings in the Designated LIBOR Currency) in
London.
(d) 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.
(e) 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.
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.
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.
[FORM OF SERIES A FLOATING RATE REGISTERED NOTE]
U.S. Floating Rate Note
REGISTERED REGISTERED
No. USFLR [ ](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.
--------
(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.
GENERAL ELECTRIC CAPITAL CORPORATION
GLOBAL MEDIUM-TERM NOTE, SERIES A
(Floating Rate)
--------
(4) If Note has dual currency feature.
(5) If Note has index feature.
Calculation Agent: IF INTEREST RATE BASIS IS LIBOR:
DESIGNATED LIBOR CURRENCY:____________
DESIGNATED LIBOR PAGE:
[ ] Reuters Page: ____________
[ ] Telerate Page: ___________
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] Actual/360 for the period
[ ] Floating Rate/Fixed Rate from to
Fixed Rate Commencement Date: [ ] Actual/Actual to the period
Fixed Interest Rate: from to
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER PROVISIONS:
General Electric Capital Corporation, a New York corporation (together
with its successors and assigns, the "Company"), for value received, hereby
promises to pay to Cede & Co., 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 from the Original Issue Date
specified above at a rate per annum equal to the Initial Interest Rate specified
above until the first Interest Reset Date next succeeding the Original Issue
Date specified above, and thereafter at a rate per annum determined in
accordance with the provisions specified on the reverse hereof until the
principal hereof is paid or duly made available for payment (except as provided
below). The Company will pay interest 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 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 Issue
Date to the registered holder of this Note on the Record Date with respect to
such second Interest Payment Date; and provided, further, that if an Interest
Payment Date (other than maturity) would fall on a day that is not a Business
Day (this and certain other capitalized terms used herein are defined on the
reverse of this Note), such Interest Payment Date shall be the following day
that is a Business Day, except that if the Interest Rate Basis specified above
is LIBOR and such next Business Day falls in the next calendar month, the
Interest Payment Date shall be the immediately preceding day that is a Business
Day.
[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 and such interest 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 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 (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 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
--------
(6) Use if Note has dual-currency feature.
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, further,
that if such bid quotations are not available, such payments shall be made in
U.S. Dollars. 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 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, however, that
payments of interest, other than interest due at maturity (or any 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.
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.
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 Securities of the Tranche designated therein described
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By: _____________________________
Authorized Officer
[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 a Third Amended and
Restated Indenture, dated as of February 27, 1997 between the Company and The
Chase Manhattan Bank as amended by the First Supplemental Indenture dated as of
May 3, 1999 (such indenture as amended and supplemented to the date hereof being
referred to herein as 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 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 term includes any
successor, 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
Calculation Agent will be appointed pursuant to the applicable pricing
supplement. 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.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date". If no Initial Redemption Date is set forth above, this Note may not be
redeemed at the option of the Company prior to the Maturity Date. On and after
the Initial Redemption Date, if any, this Note may be redeemed at any time in
whole or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Company at the applicable Initial Redemption Percentage together with interest
thereon payable to the Redemption Date, on notice given to the holder of this
Note not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the holder of this Note upon the
surrender hereof. The Initial Redemption Percentage may be increased or
decreased, as the case may be, as indicated on the face hereof under
"Applicability of Annual Redemption Percentage Increase" or "Applicability of
Annual Redemption Reductions". [If this Note is subject to "Modified Payment
upon Acceleration or Redemption" the redemption price of this Note shall be
limited to the Amortized Amount.]
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 Paying Agent not later than the fifth Business Day after the date of such
telegram, facsimile transmission or letter; provided, however, that such
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.
This Note will bear interest at the rate determined as follows:
1. If this Note is designated as a Regular Floating Rate Note on the
face hereof, then, except as described below, this Note shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis shown on the face hereof (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described on the
face hereof. Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof; provided, however, that (i) the
interest rate in effect for the period from the Original Issue Date to the
Initial Interest Reset Date will be the Initial Interest Rate, and (ii)
unless otherwise specified on the face hereof, the interest rate in effect
hereon for the ten calendar days immediately prior to a Maturity Date or
redemption or repayment date shall be that in effect on the tenth calendar
day preceding such date.
2. If this Note is designated as a Floating Rate/Fixed Rate Note on
the face hereof, then, except as described below, this Note shall
initially bear interest at the rate determined by reference to the
applicable Interest Rate Basis shown on the face hereof (i) plus or minus
the applicable Spread, if any, and/or (ii) multiplied by the applicable
Spread Multiplier, if any, specified and applied in the manner described
on the face hereof. Commencing on the Initial Interest Reset Date, the
rate at which interest on this Note is payable shall be reset as of each
Interest Reset Date specified on the face hereof; provided, however, that
(i) the interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date will be the Initial Interest Rate;
(ii) unless otherwise specified on the face hereof, the interest rate in
effect hereon for the ten calendar days immediately prior to the Fixed
Rate Commencement Date shall be that in effect on the tenth calendar day
preceding the Fixed Rate Commencement Date; and (iii) the interest rate in
effect commencing on, and including, the Fixed Rate Commencement Date to
the Maturity Date shall be the Fixed Interest Rate, if such a rate is
specified on the face hereof, or if no such Fixed Interest Rate is so
specified, the interest rate in effect hereon on the day immediately
preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating Rate Note on
the face hereof, then, except as described below, this Note will bear
interest equal to the Fixed Interest Rate indicated on the face hereof
minus the rate determined by reference to the applicable Interest Rate
Basis shown on the face hereof (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof;
provided, however, that the interest
rate hereon will not be less than zero. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is payable shall be
reset as of each Interest Rate Reset Date specified on the face hereof;
provided, however, that (i) the interest rate in effect for the period
from the Original Issue Date to the Initial Interest Reset Date will be
the Initial Interest Rate, and (ii) unless otherwise specified on the face
hereof, the interest rate in effect hereon for the ten calendar days
immediately prior to a Maturity Date or redemption or repayment date shall
be that in effect on the tenth calendar day preceding such date.
4. Notwithstanding the foregoing, if this Note is designated on the
face hereof as having an Addendum attached, the Note shall bear interest
in accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each day shall be
(a) if such day is an Interest Reset Date, the interest rate determined on the
Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined on the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest Rate Basis shall
be the rate determined in accordance with the applicable provision below. If any
Interest Reset Date (which term includes the term Initial Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
day that is a Business Day, except that if an Interest Rate Basis specified on
the face hereof is LIBOR and such next Business Day falls in the next succeeding
calendar month, such Interest Reset Date shall be the next preceding Business
Day.
The Interest Determination Date pertaining to an Interest Reset Date for
Notes bearing interest calculated by reference to the CD Rate, Commercial Paper
Rate, Federal Funds Rate, Prime Rate and CMT Rate will be the second Business
Day next preceding such Interest Reset Date. The Interest Determination Date
with respect to the Eleventh District Cost of Funds Rate will be the last
working day of the month immediately preceding each Interest Reset Date on which
the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below). The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to LIBOR shall be the second London Business Day preceding such
Interest Reset Date unless the Index Currency is (i) pounds sterling, in which
case the Interest Determination Date will be the applicable Interest Reset Date
or (ii) Euro, in which case the Interest Determination Date will be the second
Target Settlement Date (as defined below) preceding such Interest Reset Date.
The Interest Determination Date pertaining to an Interest Reset Date for Notes
bearing interest calculated by reference to the Treasury Rate shall be the day
of the week in which such Interest Reset Date falls on which Treasury bills
normally would be auctioned; provided, however, that if an auction is held on
the Friday of the week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such auction.
The "Calculation Date" pertaining to any Interest Determination Date will
be the earlier of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day preceding the applicable Interest Payment Date or Maturity
Date or redemption or repayment date, as the case may be.
Determination of CD Rate. If the Interest Rate Basis specified on the face
hereof is the CD Rate, the CD Rate with respect to this Note shall be determined
on each Interest Determination Date and shall be the rate on such date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates," or any successor
publication ("H.15(519)"), under the heading "CDs
(secondary market)," or, if not so published by 3:00 p.m., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the CD
Rate will be the rate on such Interest Determination Date for negotiable
certificates of deposit of the Index Maturity specified on the face hereof as
published in the daily update of H.15(519), available through the world-wide-web
site of the Board of Governors of the Federal Reserve Systems at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication ("H.15 Daily Update) or such other recognized electronic source used
for the purpose of displaying such rate, under the heading "CDs (secondary
market)." If such rate is not yet published in either H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City time,
on such Calculation Date pertaining to such Interest Determination Date, then
the CD Rate on such Interest Determination Date will be calculated by the
Calculation Agent referred to on the face hereof and will be the average of the
secondary market offered rates as of 10:00 a.m., New York City time, on such
Interest Determination Date, as quoted by three leading nonbank dealers in
negotiable U.S. dollar certificates of deposit in The City of New York selected
by the Calculation Agent, for negotiable certificates of deposit of major United
States money market banks with a remaining maturity closest to the Index
Maturity specified on the face hereof in a denomination of $5,000,000; provided,
however, that if fewer than three dealers are quoting rates, the rate of
interest on this Note with respect to the following Interest Reset period shall
be the rate of interest as in effect on such Interest Determination Date.
Determination of Commercial Paper Rate. If the Interest Rate Basis
specified on the face hereof is the Commercial Paper Rate, the Commercial Paper
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper-Nonfinancial," or if not so published prior to 3:00
p.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate shall be the Money Market Yield of
the rate on such Interest Determination Date for commercial paper of the Index
Maturity specified on the face hereof as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate,
under the heading "Commercial Paper - Nonfinancial". If such rate is not yet
available in either H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 p.m., New York City time, on such Calculation Date,
then the Commercial Paper Rate on such Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
average of the offered rates as of 11:00 a.m., New York City time, on such
Interest Determination Date as quoted by three leading dealers in commercial
paper in The City of New York selected by the Calculation Agent for commercial
paper of 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 rating agency; provided, however, that if fewer than three
dealers are quoting rates, the rate of interest on this Note with respect to the
following Interest Reset Period shall be the rate of interest in effect on such
Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = ((D x 360/360) - (D x M)) x 100
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If an Interest Rate
Basis for this Note is the Eleventh District Cost of Funds Rate, as indicated
above, the Eleventh District Cost of Funds Rate shall
be determined on each applicable Interest Determination Date and shall be the
rate equal to the monthly weighted average cost of funds for the calendar month
preceding such Interest Determination Date as set forth under the caption "11th
District" on Bridge Telerate, Inc., or any successor service ("Telerate") on
Page 7058 as of 11:00 a.m., San Francisco time, on such Interest Determination
Date. If such rate does not appear on Telerate Page 7058 on any Interest
Determination Date, the Eleventh District Cost of Funds Rate for such Interest
Determination Date shall be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that was
most recently announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month preceding the date of such announcement. If the
FHLB of San Francisco fails to announce such rate for the calendar month next
preceding such Interest Determination Date, then the rate of interest on this
Note for the following Interest Reset Period will be the rate of interest in
effect on such Interest Determination Date.
Determination of Federal Funds Rate. If the Interest Rate Basis specified
on the face hereof is the Federal Funds Rate, the Federal Funds Rate with
respect to this Note shall be determined on each Interest Determination Date and
shall be the rate on such date for Federal Funds as published in H.15(519) under
the heading "Federal Funds Effective", as such rate is displayed on Telerate
Page 120 or, if not so published by 11:00 a.m., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Federal
Funds Rate will be the rate on such 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 heading "Federal Funds (Effective)."
If such rate does not appear on Telerate Page 120 or is not yet published in
either H.15(519), H.15 Daily Update, or another recognized electronic source by
3:00 p.m., New York City time, on such Calculation Date, the Federal Funds Rate
for such Interest Determination Date will be calculated by the Calculation Agent
and will be the average of the rates for the last transaction in overnight
Federal funds as of 11:00 a.m., New York City time, on such Interest
Determination Date arranged by three leading brokers of Federal funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if fewer than three brokers are providing quotes, the
rate of interest on this Note with respect to the following Interest Reset
Period Date shall be the rate of interest in effect on such Interest
Determination Date.
Determination of LIBOR. If the Interest Rate Basis specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:
(a) With respect to any Interest Determination Date, LIBOR will be
generally determined as either:
(1) If "LIBOR Reuters" is specified on the face hereof, the average
of the offered rates for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face hereof beginning on
the second London Business Day immediately after the Interest
Determination Date, that appear on the Designated LIBOR page as of
11:00 a.m., London time, on that Interest Determination Date, if at
least two offered rates appear on the Designated LIBOR Page; or
(2) If "LIBOR Telerate" is specified on the face hereof, or if
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the
face hereof, the rate for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face hereof beginning on
the second London Business Day immediately after such date (or, if
pounds sterling is the Designated LIBOR Currency, beginning on such
date or, if Euro is the Designated LIBOR Currency, beginning on the
second TARGET Settlement Date immediately after such date), that
appears on the Designated LIBOR Page as of 11:00 a.m., London time,
on that Interest Determination Date.
Where (1) above applies, if fewer than two offered rates
appear on the Designated LIBOR Page, or, where (2) above applies, if
no rate appears on the Designated LIBOR Page, LIBOR for that
Interest Determination Date will be determined based on the rates on
that Interest Determination Date at approximately 11:00 a.m., London
time, at which deposits on that date in
the Designated LIBOR Currency for the period of the Index Maturity
specified on the face hereof are offered to prime banks in the
London interbank market by four major banks in that market selected
by the Calculation Agent and in a principal amount of not less than
$1,000,000 (or its foreign currency equivalent) that in the
Calculation Agent's judgment is representative for a single
transaction in the Designated LIBOR Currency in such market at such
time (a "Representative Amount"). The offered rates must begin on
the second London Business Day immediately after the Interest
Determination Date (or if pounds sterling is the Designated LIBOR
Currency, commencing on such Interest Determination Date or, if Euro
is the Designated LIBOR Currency, beginning on the second TARGET
Settlement Date immediately after such date).
The Calculation Agent will request the principal London office
of each of these banks to quote its rate. If the Calculation Agent
receives at least two quotations, LIBOR will be the average of those
quotations.
(b) If the Calculation Agent receives fewer than two quotations, LIBOR
will be the average of the rates quoted at approximately 11:00 a.m., New York
City time, on the Interest Determination Date by three major banks in the
Principal Financial Center selected by the Calculation Agent. The rates will be
for loans in the Designated LIBOR Currency to leading European banks having the
specified Index Maturity beginning on the second London Business Day after that
date (or, if pounds sterling is the Designated LIBOR Currency, commencing on
such date or, if Euro is the Designated LIBOR Currency, beginning on the second
TARGET Settlement Date immediately after such date) and in a Representative
Amount.
(c) If fewer than three banks provide quotes, the rate of interest on this
Note with respect to the following Interest Reset Period shall be the rate of
interest in effect on such Interest Determination Date.
"Designated LIBOR Currency" means the currency (including composite
currencies) specified on the face hereof as the currency with respect to which
LIBOR shall be calculated. If no such currency is specified on the face hereof,
the Designated LIBOR Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
on the face hereof, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is specified on the face
hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the
method for calculating LIBOR, the display on Telerate (or any successor service)
for the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency.
Unless provided otherwise on the face hereof, "Principal Financial Center"
will be (i) the capital city of the country issuing the currency in which the
Notes are denominated or (ii) the capital city of the country to which the
Designated LIBOR Currency relates, as applicable, except, in the case of (i) or
(ii) above, that with respect to the following currencies, the "Principal
Financial Center" will be as indicated below:
Currency Principal Financial Center
-------- --------------------------
United States dollars The City of New York
Australian dollars Sydney and, if Australian dollars is the
currency in which the Notes are
denominated, Melbourne
Canadian dollars Toronto
South African rand Johannesburg
Swiss francs Zurich
Euro London
"TARGET Settlement Date" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.
Determination of Prime Rate. If the Interest Rate Basis specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate set forth
on that Interest Determination Date in H.15(519) under the heading "Bank Prime
Loan". If the rate is not published in H.15(519) by 3:00 p.m., New York City
time, on the Calculation Date, then the Prime Rate will be the rate as published
on such Interest Determination Date 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 the rate is not 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 Calculation Date, then the Prime Rate will be the average (rounded
upwards, if necessary, to the next higher one-hundred thousandth of a percentage
point) of the rates publicly announced by each bank on the Reuters Screen
USPRIME1 Page as its prime rate or base lending rate for that Interest
Determination Date. If fewer than four, but more than one, rates appear on the
Reuters Screen USPRIME1 Page, the Prime Rate will be the average of the prime
rates (quoted on the basis of the actual number of days in the year divided by a
360-day year) as of the close of business on the Interest Determination Date by
four major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two rates appear, the Prime Rate will be
determined based on the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having total
equity capital of at least $500 million and being subject to supervision or
examination by a Federal or State authority, as selected by the Calculation
Agent. If no banks are providing quotes, the rate of interest on this Note with
respect to the following Interest Reset Period shall be the rate of interest in
effect on such Interest Determination Date. "Reuters Screen USPRIME 1 Page"
means the display designated as page "USPRIME 1" on the Reuters Monitor Money
Rates Service, or any successor service, or any other page as may replace the
USPRIME 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 specified on
the face hereof is "Treasury Rate," the Treasury Rate with respect to this Note
shall be
(a) the rate from the Auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
that rate appears under the caption "INVESTMENT RATE" on the display on Bridge
Telerate, Inc., or any successor service, on page 56 or any other page as may
replace page 56 on that service ( "Telerate Page 56") or page 57 or any other
page as may replace page 57 on that service ( "Telerate Page 57"); or
(b) if the rate described in (i) above is not published by 3:00 p.m., New
York City time, on the Calculation Date, the Bond Equivalent Yield of the rate
for the applicable Treasury Bills as published in the H.15 Daily Update, or
other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "U.S. Government Securities/Treasury
Bills/Auction High;" or
(c) if the rate described in (ii) above is not published by 3:00 p.m., New
York City time, on the related Calculation Date, the Bond Equivalent Yield of
the Auction rate of the applicable Treasury Bills, announced by the United
States Department of the Treasury; or
(d) in the event that the rate described in (iii) above is not announced
by the United States Department of the Treasury, or if the Auction is not held,
the Bond Equivalent Yield of the rate on the applicable Interest Determination
Date of Treasury Bills having the Index Maturity specified on the face hereof
published in H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market;" or
(e) if the rate described in (iv) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date of the applicable Treasury Bills as published in
H.15 Daily Update, or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary
Market;" or
(f) if the rate described in (v) above is not so published by 3:00 p.m.,
New York City time, on the related Calculation Date, the rate on the applicable
Interest Determination Date calculated by the Calculation Agent as 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 the applicable Interest
Determination Date, of three primary United States government securities
dealers, which may include the agent or its 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; or
(g) if the dealers selected by the Calculation Agent are not quoting as
described in (vi), the Treasury Rate for the immediately preceding Interest
Reset Period, or, if there was no Interest Reset Period, the rate of interest
payable shall be the Initial Interest Rate.
The "Bond Equivalent Yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:
Bond Equivalent Yield = (D x N)/(360 - (D x M))
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
CMT Rate Note. If the Interest Rate Basis specified on the face hereof is
the CMT Rate, the CMT Rate with respect to this Note shall be determined on each
Interest Determination Date, and shall be the rate displayed on the Designated
CMT Telerate Page under the caption " . . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 p.m.", under
the column for the Index Maturity specified on the face hereof for:
(1) if the Designated CMT Telerate Page is 7051, the rate for the Interest
Determination Date; or
(2) if the Designated CMT Telerate Page is 7052, the weekly or monthly
average, as applicable, ended immediately preceding the week or month, as
applicable, in which the Interest Determination Date occurs.
If no page is specified, the Designated CMT Telerate Page will be 7052 for
the most recent week. If that rate is no longer displayed on the relevant page,
or if it is not displayed by 3:00 p.m., New York City time, on the Calculation
Date, then the CMT Rate will be the Treasury constant maturity rate for the
specified Index Maturity as published in the relevant H.15(519). If the rate is
no longer published in H.15(519), or is not published by 3:00 p.m., New York
City time, on the Calculation Date, then the CMT Rate for that Interest
Determination Date will be the Treasury constant maturity rate for the specified
Index Maturity (or other U.S. Treasury rate for such Index Maturity for that
Interest Determination Date) as may then be published by either the Federal
Reserve Board or the U.S. 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 the relevant H.15(519). If that information is
not provided by 3:00 p.m., New York City time, on the Calculation Date, then the
CMT Rate will be calculated as a yield to maturity, based on the average of the
secondary market closing offer side prices as of approximately 3:30 p.m., New
York City time, on that Interest Determination Date reported, according to their
written records, by three leading primary U.S. government securities dealers
(each, a "Reference Dealer") in The City of New York selected by the Calculation
Agent. These dealers will be selected from five Reference Dealers. The
Calculation Agent will eliminate 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 specified on the face hereof and a remaining
term to maturity of not less than the Index Maturity specified on the face
hereof minus one year. If two Treasury Notes with an original maturity as
described in the preceding sentence have remaining terms to maturity equally
close to the specified Index Maturity, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used. If the Calculation Agent cannot
obtain three Treasury Note quotations, the CMT Rate will be calculated as a
yield to maturity based on the average of the secondary market offer side prices
as of approximately 3:30 p.m., New York City time, on that Interest
Determination Date of three Reference Dealers in The City of New York selected
by the Calculation Agent using the same method described above, for Treasury
Notes with an original maturity of the number of years that is the next highest
to the Index Maturity specified on the face hereof with a remaining term to
maturity closest to such Index Maturity and in an amount of at least
$100,000,000. If three or four (and not five) of the Reference Dealers are
providing quotes, then the CMT Rate will be based on the average of the offer
prices obtained, and neither the highest nor the lowest of such quotes will be
eliminated. If fewer than three Reference Dealers are providing quotes, the rate
of interest on this Note with respect to the following Interest Reset Period
shall be the rate of interest in effect on such Interest Determination Date.
"Designated CMT Telerate Page" means the display on Telerate (or any
successor service) on the page designated on the face hereof (or any other page
as may replace such page on such services). If no such page is specified on the
face hereof, the Designated CMT Telerate Page shall be 7052, for the most recent
week.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified on the face hereof. The Calculation Agent shall
calculate the interest rate hereon in accordance with the foregoing on or before
each Calculation Date. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be modified by
United States Federal law of general application.
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 that will become effective as of the next Interest Reset Date.
Interest payments on this Note will equal the amount of interest accrued
from and including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the date of issue, if no interest
has been paid) to but excluding the related Interest Payment Date; provided,
however, that if the Interest Reset Period with respect to this Note is daily or
weekly, each interest payment will include interest accrued from and including
the date of issue or from but excluding the last Regular Record Date to which
interest has been paid, as the case may be, through and including the Regular
Record Date next preceding the applicable Interest Payment Date, unless
otherwise specified on the face hereof; and provided, further, that the interest
payment with respect to this Note made on the Maturity Date will include
interest accrued to but excluding such Maturity Date.
Accrued interest hereon shall be calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest factor is computed
by adding the interest factor calculated for each day from the date of issue, or
from the last day to which interest has been paid or duly provided for, to the
date for which accrued interest is being calculated. Unless otherwise specified
on the face hereof, the interest factor for each such day will be computed by
dividing the interest rate applicable to such day by 360, if the Interest Rate
Basis specified on the face hereof is the CD Rate, the Commercial Paper Rate,
the Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR, the
Prime Rate or the CMT Rate, or by the actual number of days in the year if the
Interest Rate Basis specified on the face hereof is the
Treasury Rate. If the Interest Rate Basis specified on the face hereof is LIBOR
and the currency specified on the face hereof is Euro, the face of this Note may
indicate that the interest factor for each such day will be computed by dividing
the rate applicable to such day by the actual number of days in the year.
All percentages resulting from any calculation will be to the nearest one
hundred-thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards (e.g., 9.9876545% (or .09876545) would be
rounded to 9.87655% (or.0987655), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward).
In the case where the Maturity Date (or any redemption or repayment date)
does not fall on a Business Day, payment of 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 Maturity Date (or any redemption or repayment date), and no interest shall
accrue for the period from and after the Maturity Date (or any redemption or
repayment date) to such next succeeding Business Day.
This Note is unsecured and ranks pari passu with all other unsecured and
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
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 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 or Redemption", 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 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,
however, that no such supplemental indenture shall (i) extend the fixed maturity
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 most recently available market exchange rate for
such Specified Currency, 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. If a Specified Currency is unavailable solely because
the country of issue has replaced its currency with Euro or other currency of
the European Union pursuant to the Treaty establishing the European Communities,
the amounts payable will, beginning with the date the replacement becomes
effective, be made in Euro or such other currency. The amounts payable on any
date will be converted into Euro or such other currency on the basis of the most
recently available market exchange rate for such currency, 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.
If any payment is required to be made in Euro and Euro are unavailable due
to the imposition of exchange controls or other circumstances beyond the
Company's control or are no longer used in the European Monetary System, then
all payments will be made in U.S. dollars until Euro are again available or so
used. The amount of each payment in U.S. dollars will be computed on the basis
of the equivalent of Euro in U.S. dollars, determined on the basis of the most
recently available market exchange rate for Euro 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 or Euro, as the case may be, where the required
payment is in a Specified Currency other than U.S. dollars or Euro, as the case
may be, will not constitute an Event of Default.
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 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 two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise) 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.
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, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York; provided, however, that, with respect to Notes denominated in
a foreign currency, such day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center of the country issuing the Specified Currency (or, if
the Specified Currency is Euro, such day is also a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open); provided, further, that, with respect to LIBOR notes (other
than those denominated in Euro) such day is also a London Business Day;
(c) the term "London Business Day" means a day on which commercial banks
are open for business (including dealings in the Designated LIBOR Currency) in
London.
(d) 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.
(e) 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.
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.
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.