Common use of Deposit of Repayment Price Clause in Contracts

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing Supplement: If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a final pricing supplement or prospectus supplement (a “Final Supplement”) reflecting the terms of such Book-Entry Note, will file such Final Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Final Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Final Prospectus, including such Final Supplement, to be delivered to the purchaser of such Book-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. In each instance that a Final Supplement is prepared, the Agents will affix or attach the Final Supplement to the MTN Prospectus and other applicable Supplement(s) prior to their use. Outdated Final Supplements, MTN Prospectus and any other applicable Supplement(s) to which they are attached (other than those retained for files) will be destroyed. If requested, hard copies of the appropriate number of Final Prospectuses, including the Final Supplement, shall be delivered to the Agent at the addresses designated by such Agent on the Business Day following the acceptance of an offer by or on behalf of the Company.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee DTC Agent an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee DTC Agent will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Purchasing Agent will discuss Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders to purchase (the setting of such prices and rates to be referred to herein as “posting”"Posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance The DTC Agent will assign a separate CUSIP number for each tranche of Notes to be posted, and Rejection of Orders: Unless otherwise instructed by will so advise and notify the Company, the Agents will advise Trustee and the Company promptly Purchasing Agent of said assignment by telephone and/or by telecopier or by other means of electronic communication of transmission. The Purchasing Agent will include the assigned CUSIP number on all orders Posting notices communicated to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company Agents and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in partSelected Dealers.

Deposit of Repayment Price. On or prior to before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Repayment Reset Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment priceprincipal amount, and plus interest accrued interest thereon to such dateold Stated Maturity or Optional Reset Date, of as the case may be, for all the Book-Entry Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such dateold Stated Maturity or Optional Reset Date, as the case may be. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure Procedures upon Company Notice to Trustee regarding Exercise of Company's Exercise of Optional Redemption. At least 45 days prior to the Optional Redemption: date on which it intends to redeem a Certificated Note, the Company will notify the Trustee for Rate Setting such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the redemption date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal Trustee Notice to Company of Option to be Repaid. and PostingInterest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: The If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will discuss be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Agency Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will xxxx such Note "canceled", make appropriate entries in the applicable Trustee's records and send such Note to the Company. Trustees Not to Risk Nothing herein shall be deemed to require either Funds: Trustee to risk or expend its own funds in connection with any payment to the Company, the Agent or the purchaser, it being understood by all parties that payments made by either Trustee to the Company, the Agent or the purchaser shall be made only to the extent that funds are provided to such Trustee for such purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the aggregate principal amount ofspecimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the issuance price of, and the interest rates Agent will not have any obligation or liability to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes or a Trustee in respect of which the Agent is to solicit orders (authenticity of the setting signature of such prices and rates to be referred to herein as “posting”) any officer, employee or if agent of the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and a Trustee on any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in partCertificated Note.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing Supplement: If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a final pricing supplement or prospectus supplement (a “Final Supplement”) reflecting the terms of such Book-Entry Note, will file such Final Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Final Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Final Prospectus, including such Final Supplement, to be delivered to the purchaser of such Book-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. In each instance that a Final Supplement is prepared, the Agents will affix or attach the Final Supplement to the MTN Prospectus and other applicable Supplement(s) prior to their use. Outdated Final Supplements, MTN Prospectus and any other applicable Supplement(s) to which they are attached (other than those retained for files) will be destroyed. If requested, hard copies of the appropriate number of Final Prospectuses, including the Final Supplement, shall be delivered to the Agent at the addresses designated by such Agent on the Business Day following the acceptance of an offer by or on behalf of the Company.

Deposit of Repayment Price. On or prior to any Optional the Repayment Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the optional repayment priceRepayment Price of and (unless the Repayment Date shall be an Interest Payment Date) accrued interest, and accrued interest thereon to if any, on all of the Securities of such date, of all the Book-Entry Notes or portions thereof series which are to be repaid on such that date. The Trustee will use such money Section 1304. Securities Payable on Repayment Date Holders having duly exercised the option to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) require purchase or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed repayment by the Company and on any AgentRepayment Date as specified in the form of Security for such series as provided in Section 203, the Securities of such series so to be purchased or repaid shall, on the Repayment Date, become due and payable at the Repayment Price applicable thereto and from and after such date (unless the Company has shall default in the right payment of the Repayment Price and accrued interest, if any) such Securities shall cease to accept orders to purchase Book-Entry Notes and may reject bear interest. Upon surrender of any such orders Security for purchase or repayment in whole accordance with the terms of such Security, provided the option has been duly exercised and the Security duly surrendered as specified in the form of such Security, such Security shall be paid by the Company at the Repayment Price together with accrued interest to the Repayment Date; provided, however, that installments of interest whose Stated Maturity is on or prior to such Repayment Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Security shall not be paid upon due exercise of the option and surrender thereof for purchase or repayment, the principal (and premium, if any) (together with interest, if any, accrued to the Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate prescribed therefor in partsuch Security.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Certificated Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents will discuss from time Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents each Rejection of Orders: Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Certificated Notes received by the Agentssuch Agent, other than those rejected by it the Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the sole right to accept orders to purchase Book-Entry Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certificated Note is Pricing Supplement: accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have the Pricing Supplement filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which presented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 00-X Xxxxxxxx Xxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of Solici- The Company reserves the right, in its sole tation; Amendment or discretion, to instruct the Agents to suspend at Supplement: any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for Rate When the Company has determined to change the Changes: interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: PROCEDURE FOR RATE The Company and the Agent will discuss from time to time the SETTING AND POSTING:aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: ACCEPTANCE AND Unless otherwise instructed by the Company, the Agents Agent will REJECTION OF advise the Company promptly by telephone or other means of electronic communication of all orders to ORDERS: purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part.. PREPARATION If any order to purchase a Book-Entry Note is accepted by or OF PRICING on behalf of the Company, the Company will prepare a pricing SUPPLEMENT: supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agent as the Agent shall request and will, on the Agent's behalf, file three copies of such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD"). The Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: to Xxxxxxx Xxxxx Xxxxxx Inc., 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (with a copy transmitted by telecopy to (000) 000-0000, Attention: Medium Term Note Department). SUSPENSION OF Subject to the Company's representations, warranties and SOLICITATION; covenants contained in the Distribution Agreement, the AMENDMENT Company may instruct the Agent to suspend at any time, for OR SUPPLEMENT: any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. DELIVERY OF A copy of the Prospectus and a Pricing Supplement relating PROSPECTUS: to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agent between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by the Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Certificated Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: PROCEDURE FOR RATE The Company and the Agent Agents will discuss from SETTING AND time to time the aggregate principal amount POSTING: of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: ACCEPTANCE AND Unless otherwise instructed by the REJECTION OF ORDERS: Company, the Agents each Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Certificated Notes received by the Agentssuch Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the sole right to accept orders to purchase Book-Entry Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note.

Deposit of Repayment Price. On or prior to before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Repayment Reset Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment priceprincipal amount, and plus interest accrued interest thereon to such dateold Stated Maturity or Optional Reset Date, of as the case may be, for all the Book-Entry Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such dateold Stated Maturity or Optional Reset Date, as the case may be. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure Procedures upon Company Notice to Trustee regarding Exercise of Company's Exercise Optional Redemption. At least 45 days prior to the of Optional Redemption: date on which it intends to redeem a Certificated Note, the Company will notify the Trustee for Rate Setting such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the redemption date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and PostingTrustee Notice to Company of Option to be Repaid. Interest Upon Exercise of Upon receipt of notice of exercise of the option for Optional Repayment repayment and the Certificated Notes to be repaid as (Except Pursuant to set forth in such Notes, the Trustee for such Company's Exercise of Certificated Notes shall (unless such notice was Optional Reset or received pursuant to the Company's exercise of an Optional Extension): optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: The If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will discuss be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Agency Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will xxxx such Note "canceled", make appropriate entries in the applicable Trustee's records and send such Note to the Company. Trustees Not to Risk Nothing herein shall be deemed to require either Funds: Trustee to risk or expend its own funds in connection with any payment to the Company, the Agent or the purchaser, it being understood by all parties that payments made by either Trustee to the Company, the Agent or the purchaser shall be made only to the extent that funds are provided to such Trustee for such purpose. Authenticity The Company will cause each Trustee to furnish the of Signatures: Agent from time to time with the aggregate principal amount ofspecimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the issuance price of, and the interest rates Agent will not have any obligation or liability to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes or a Trustee in respect of which the Agent is to solicit orders (authenticity of the setting signature of such prices and rates to be referred to herein as “posting”) any officer, employee or if agent of the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and a Trustee on any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in partCertificated Note.

Deposit of Repayment Price. On or prior to before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Repayment Reset Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment priceprincipal amount, and plus interest accrued interest thereon to such dateold Stated Maturity or Optional Reset Date, of as the case may be, for all the Book-Entry Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such dateold Stated Maturity or Optional Reset Date, as the case may be. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure PROCEDURES UPON COMPANY'S COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF EXERCISE OF OPTIONAL OPTIONAL REDEMPTION. At least 45 days prior to REDEMPTION: the date on which it intends to redeem a Certificated Note, the Company will notify the Trustee for Rate Setting such Certificated Note that it is exercising such option with respect to such Note on such date. TRUSTEE NOTICE TO HOLDERS REGARDING COMPANY'S EXERCISE OF OPTIONAL REDEMPTION. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. PAYMENTS OF PRINCIPAL AND TRUSTEE NOTICE TO COMPANY OF OPTION TO BE INTEREST UPON EXERCISE OF REPAID. Upon receipt of notice of exercise of OPTIONAL REPAYMENT (EXCEPT the option for repayment and Postingthe Certificated PURSUANT TO COMPANY'S Notes to be repaid as set forth in such Notes, EXERCISE OF OPTIONAL RESET OR the Trustee for such Certificated Notes shall OPTIONAL EXTENSION): (unless such notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. FAILURE TO SETTLE: The If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will discuss be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company. AUTHENTICITY OF Nothing herein shall be deemed to require either SIGNATURES: Trustee to risk or expend its own funds in connection with any payment to the Company, the Agent or the purchaser, it being understood by all parties that payments made by either Trustee to the Company, the Agent or the purchaser shall be made only to the extent that funds are provided to such Trustee for such purpose. The Company will cause each Trustee to furnish the Agent from time to time with the aggregate principal amount ofspecimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the issuance price of, and the interest rates Agent will not have any obligation or liability to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes or a Trustee in respect of which the Agent is to solicit orders (authenticity of the setting signature of such prices and rates to be referred to herein as “posting”) any officer, employee or if agent of the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and a Trustee on any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in partCertificated Note.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee Citibank an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee Citibank will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to Setting and Posting: time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Agent Orders: will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Note is Supplement: accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD"). The Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: to Salomon Smith Barney Inc., Brooklyn Army Terminal, 000 00xx Street, 8th Floor, Brooklyn, New York 00000 (xxxx x xxxx xxxxxxxxxxx xx xxxxxxxx xx (000) 765-6734, Attention: Annabelle Avila). Suspension of Solicitation; Subject to the Companx'x xxxxxxxxxxxions, warranties Amendment or Supplement: and covenants contained in the Distribution Agreement, the Company may instruct the Agent to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

Deposit of Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before an Optional Reset Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Book-Entry Notes or portions thereof which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Book- Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee Regarding Exercise of Company Notice to Optional Redemption. At least 45 days prior to the Trustee Regarding date on which it intends to redeem a Book-Entry Company's Exercise Note, the Company will notify the Trustee that it of Optional Redemption: is exercising such option with respect to such Book-Entry Note on such date. Trustee Notice to DTC Regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Book-Entry Note, the Trustee will, at least 30 days before the redemption date for such Book-Entry Note, hand deliver to DTC a notice identifying such Book-Entry Note by CUSIP number and informing DTC of the Company's exercise of such option with respect to such Book- Entry Note. Deposit of Redemption Price. On or 51 18 before any redemption date, the Company shall deposit with such Trustee an amount of money sufficient to pay the redemption price, plus interest accrued to such redemption date, for all the Book-Entry Notes or portions thereof which are to be repaid on such redemption date. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest upon Upon receipt of notice of exercise of the option Exercise of Optional for repayment and the Global Securities Repayment (Except representing the Book-Entry Notes so to be repaid Pursuant to Company's as set forth in such Notes, the Trustee shall Exercise of Optional (unless such notice was received pursuant to the Reset or Optional Company's exercise of an optional reset or an Extension) optional extension of maturity, in each of which cases the relevant procedures set forth above are to be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Book-Entry Notes to be repaid on such Optional Repayment Date. Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. 52 19 Procedure for Rate The Company and the Agents will discuss from time Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Each Agent will promptly advise the Company promptly by of Offers: telephone or other means of electronic communication of all orders any offers to purchase Book-Entry Notes received by such Agent. The Company will have the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the sole right to accept orders any such offer to purchase Book-Entry Notes and Notes. The Company may reject any such orders in whole or in part.. Each Agent may, in its discretion reasonably exercised, reject an offer to purchase Book-Entry Notes received by it in whole or in part. 10 copies thereof (and additional copies if requested) to the Presenting Agent and one copy to the Trustee. The Presenting Agent will cause a Pricing Supplement to be delivered to the purchaser of the Book-Entry Note. The copies of the Pricing Supplement to be sent to the Presenting Agent shall be sent by telecopy or overnight courier to arrive no later than 11:00 a.m., New York City time, on the second business day following the sale date and shall be sent:

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the applicable Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to Setting and Posting: time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Agent Rejection of Orders: will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Note is accepted Supplement: by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note, will file ten copies thereof with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agent as the Agent shall request and will, on the Agent's behalf, file five copies of such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD"). The Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to the Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M. (New X-00 Xxxx Xxxx time) on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, X.X. 00000, with a copy to Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: MTN Program Manager. Suspension of Subject to the representations, warranties Solicitation; and covenants of the Company and the Amendment or Guarantor contained in the Agency Agreement, Supplement: the Company may instruct the Agent to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee Citibank an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee Citibank will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from Setting and Posting: time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, Orders: the Agents Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Note Supplement: is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD"). The Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Global Markets Inc., Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 (with a copy transmitted by telecopy to (000) 000-0000, Attention: Xxxxxxxxx Xxxxx).

Deposit of Repayment Price. On or prior to before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Repayment Reset Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment priceprincipal amount, and plus interest accrued interest thereon to such dateold Stated Maturity or Optional Reset Date, of as the case may be, for all the Book-Entry Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such dateold Stated Maturity or Optional Reset Date, as the case may be. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure Procedures upon Company's Company Notice to Trustee regarding Exercise Exercise of Optional Redemption: of Optional Redemption. At least 45 days prior to the date on which it intends to redeem a Certificated Note, the Company will notify the Trustee for Rate Setting such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the redemption date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and PostingTrustee Notice to Company of Option to be Interest Upon Exercise of Repaid. Upon receipt of notice of exercise of Optional Repayment (Except the option for repayment and the Certificated Pursuant to Company's Exercise Notes to be repaid as set forth in such of Optional Reset or Optional Notes, the Trustee for such Certificated Extension): Notes shall (unless such notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: The If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will discuss be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Agency Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled", make apxxxxriate entries in the applicable Trustee's records and send such Note to the Company. Trustees Not to Risk Nothing herein shall be deemed to require Funds: either Trustee to risk or expend its own funds in connection with any payment to the Company, the Agent or the purchaser, it being understood by all parties that payments made by either Trustee to the Company, the Agent or the purchaser shall be made only to the extent that funds are provided to such Trustee for such purpose. Authenticity of The Company will cause each Trustee to Signatures: furnish the Agent from time to time with the aggregate principal amount ofspecimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the issuance price of, and the interest rates Agent will not have any obligation or liability to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes or a Trustee in respect of which the Agent is to solicit orders (authenticity of the setting signature of such prices and rates to be referred to herein as “posting”) any officer, employee or if agent of the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and a Trustee on any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in partCertificated Note.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee Chase an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee Chase will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent Agents will Rate Setting discuss from time to time the and Posting: aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Rejection of Company, the Agents each Agent will advise the Orders: Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the Agentssuch Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of If any order to purchase a Book-Entry Pricing Note is accepted by or on behalf of Supplement: the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the applicable interest rates and other terms of such Book-Entry Note and will arrange to have ten copies thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which presented the order (the "Presenting Agent"). The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Book- Entry Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Pros- pectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of The Company reserves the right, in its Solicitation; sole discretion, to instruct the Amendment or Agents to suspend at any time, for any Supplement: period of time or permanently, the solici- tation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and Chase whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appro- priate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement (as defined in the Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. The Company will provide the Agents and Chase with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedures For When the Company has determined to Rate Changes: change the interest rates of Book-Entry Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indica- tions of interest" may be recorded. Delivery of A copy of the Prospectus and a Pricing Prospectus: Supplement relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book- Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agents between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Book-Entry Note sold by it. The Company will make such delivery if such Book-Entry Note is sold directly by the Company to a purchaser (other than an Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the applicable Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the Posting: aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Agent will advise Orders: the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Note is accepted by or on Supplement: behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note, will file such Pricing Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, will deliver such number of copies thereof to the Agent as the Agent shall request. The Agent will file such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD") and cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files) will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M. (New Xxxx Xxxx time) on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Global Markets Inc., Prospectus Department, Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, X.X. 00000, with a copy to Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: MTN Program Manager. Suspension of Solicitation; Subject to the representations, warranties and covenants of the Amendment or Supplement: Company and the Guarantor contained in the Agency Agreement, the Company may instruct the Agent to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement (or the notice provided for in Rule 173(a) under the Securities Act, if applicable), may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus (or the notice provided for in Rule 173(a) under the Securities Act, if applicable) may not be so delivered.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic of Orders: communication of all orders to purchase Book-Entry Notes received by the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing Supplement: If any order to purchase a Book-Entry Note is accepted by or on behalf of the Company, the Company will prepare a final pricing supplement or prospectus supplement (a “Final Supplement”) reflecting the terms of such Book-Entry Note, will file such Final Supplement with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Final Supplement with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and cause a Final Prospectus, including such Final Supplement, to be delivered to the purchaser of such Book-Entry Note or otherwise will comply with the requirements of Rule 173(a) under the Securities Act. In each instance that a Final Supplement is prepared, the Agents will affix or attach the Final Supplement to the MTN Prospectus and other applicable Supplement(s) prior to their use. Outdated Final Supplements, MTN Prospectus and any other applicable Supplement(s) to which they are attached (other than those retained for files) will be destroyed. If requested, hard copies of the appropriate number of Final Prospectuses, including the Final Supplement, shall be delivered to the Agent at the addresses designated by such Agent on the Business Day following the acceptance of an offer by or on behalf of the Company.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: PROCEDURE FOR The Company and the Agent Agents will discuss from time to time RATE SETTING AND the aggregate principal amount of, the issuance price of, POSTING: and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents ACCEPTANCE AND Each Agent will promptly advise the Company promptly by telephone or other means of electronic communication of all orders REJECTION OF any offers to purchase Book-Entry Notes received by such OFFERS: Agent. The Company will have the Agents, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the sole right to accept orders any such offer to purchase Book-Entry Notes and Notes. The Company may reject any such orders in whole or in part.. Each Agent may, in its discretion reasonably exercised, reject an offer to purchase Book-Entry Notes received by it in whole or in part. PREPARATION OF If an offer to purchase a Book-Entry Note is accepted by or PRICING on behalf of the Company, the Company, with the approval of SUPPLEMENT: the Agent that presented such offer (the "Presenting Agent"), will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note and will arrange to have 10 copies thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least 10 copies thereof (and additional copies if requested) to the Presenting Agent and one copy to the Trustee. The Presenting Agent will cause a Pricing Supplement to be delivered to the purchaser of the Book-Entry Note. The copies of the Pricing Supplement to be sent to the Presenting Agent shall be sent by telecopy or overnight courier to arrive no later than 11:00 a.m., New York City time, on the second business day following the sale date and shall be sent:

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from Setting and Posting: time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee Chase an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Certificated Notes or portions thereof which are to be repaid on such date. The Trustee Chase will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent Agents will Rate Setting discuss from time to time the and Posting: aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Rejection of Company, the Agents each Agent will advise the Company Orders: promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Certificated Notes received by the Agentssuch Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the sole right to accept orders to purchase Book-Entry Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that Chase will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Pricing Certificated Note is accepted by or on Supplement: behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have ten copies thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which presented the order (the "Presenting Agent"). The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Pros- pectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of The Company reserves the right, in Solicitation; its sole discretion, to instruct the Amendment or Agents to suspend at any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and Chase whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appro- priate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and Chase with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for When the Company has determined to Rate Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indica- tions of interest" may be recorded. Delivery of A copy of the Prospectus and a Pricing Prospectus: Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Certificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee Citibank an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee Citibank will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss Setting and Posting: from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Supplement: Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD"). The Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Document Services, 140 58th Street, Suite 7i, Brxxxxxx, Xxx Xxxx 00000 (xxxx x xxxx xxxxxxxxxxx xx facsimile to (718) 765-6734, Attention: Joxx Xxxxxxxxx).

Deposit of Repayment Price. On or prior to before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Repayment Reset Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment priceprincipal amount, and plus interest accrued interest thereon to such dateold Stated Maturity or Optional Reset Date, of as the case may be, for all the Book-Entry Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such dateold Stated Maturity or Optional Reset Date, as the case may be. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and PostingProcedures upon Company's Exercise of Optional Redemption: The Company and Notice to Trustee regarding Exercise of Optional Redemption. At least 45 days prior to the Agent will discuss from time date on which it intends to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, redeem a Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If Note, the Company decides to set prices of, and rates borne by, any will notify the Trustee for such Book-Entry Notes in Note that it is exercising such option with respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by Note on such date and the Agents, other than those rejected by it in whole or in part in the reasonable exercise redemption price of its discretion. Unless otherwise agreed by the Company and any Agent, the Company has the right to accept orders to purchase such Book-Entry Notes Notes. Trustee Notice to DTC regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Book-Entry Note, the Trustee will, at least 30 days before the Re- demption Date for such Book-Entry Note, hand deliver to DTC a notice identifying such Book-Entry Note by CUSIP number and may reject any informing DTC of the Company's exercise of such orders in whole or in partoption with respect to such Book-Entry Note.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the applicable Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “posting”) or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Certificated Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents will Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Rejection of Orders: Company, the Agents each Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Certificated Notes received by the Agentssuch Agent, other than those rejected by it the Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the sole right to accept orders to purchase Book-Entry Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certifi- Pricing Supplement cated Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have the Pricing Supplement filed with the Commission via the Commission's XXXXX system in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which pre- sented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 0000 Xxxxxx Xxxxx Xxxxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 or If to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx & Co. - Tritech Services 0 Xxxxxxxxx Xxxxx Corporate Park 000 Xxxxxxxxxx, Xxx Xxxxxx 00000 Attention: Final Prospectus Unit/ Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000/26/27 Telecopy: (000) 000-0000 also, for record keeping purposes, please send a copy to: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxxx Xxxxx World Headquarters World Financial Center, North Tower 10th Floor 000 Xxxxx Xxxxxx New York, New York 10281-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of The Company reserves the right, in Solicitation; its sole discretion, to instruct the Amendment or Agents to suspend at any time for any Supplement: period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any sup- plement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for When the Company has determined to Rate Changes: change the interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommenda- tions as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of A copy of the Prospectus and a Prospectus: Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Cer- tificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent).

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Certificated Notes or portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents will discuss from Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents of Orders: each Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Certificated Notes received by the Agentssuch Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the sole right to accept orders to purchase Book-Entry Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of Pricing If any order to purchase a Certificated Note is Supplement: accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have a copy thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which presented the order (the "Presenting Agent"). The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of The Company reserves the right, in its sole Solicitation; Amendment discretion, to instruct the Agents to suspend or Supplement: at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents, the Trustee and BONY, whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents, the Trustee and BONY with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for Rate When the Company has determined to change the Changes: interest rates of Certificated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the Trustee Citibank an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Trustee Citibank will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: The Company and the Agent will discuss from time to Setting and Posting: time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents Rejection of Orders: Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Notes received by the AgentsAgent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Note is Supplement: accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the terms of such Book-Entry Note, will file one copy thereof by electronic submission with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such number of copies thereof to the Agent as the Agent shall request. If required, the Agent will file such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD"). The Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: to Citigroup Global Markets Inc., Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 (with a copy transmitted by facsimile to (000) 000-0000, Attention: Xxxx Xxxxxxxxx). Suspension of Solicitation; Subject to the Company's representations, Amendment or Supplement: warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agent to suspend at any time, for any period of time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Certificated Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company and the Agents will Setting and Posting: The Company and the Agent will discuss from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Rejection of Orders: Company, the Agents each Agent will advise the Company promptly by telephone or other means of electronic communication of all orders to purchase Book-Entry Certificated Notes received by the Agentssuch Agent, other than those rejected by it the Agent in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the sole right to accept orders to purchase Book-Entry Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall verify that the Trustee will have adequate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certifi- Pricing Supplement: cated Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certified Note and will arrange to have the Pricing Supplement filed with the Commission via the Commission's EDGAR system in accordance witx xxx applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which presented the order (the "Presenting Agent") at (unless otherwise specified by the Presenting Agent in writing) the following address: If to Salomon Brothers Inc: Salomon Brothers Inc 8800 Hidden River Parkway Tampx, Xxxxxxx 00000 Xxxxxxxxx: Xxxxxxx Xxxxxx Telephone: (800) 000-0000 Telecopy: (800) 000-0000 xx If to Merrill Lynch, Pierce, Fennex & Xxxth Incorporated Mxxxxxx Lyxxx & Co. - Tritech Xxxxixxx 4 Corporate Place Corporate Paxx 000 Piscataway, New Jersey 08800 Xxxxxxxxx: Xxxxx Xxxxxxxxxs Unit/ Nachman Kimerling Telephone: (000) 000-0000/00/27 Telecopy: (000) 000-0005 also, for recoxx xxxxxxx purposes, please send a copy to Merrill Lynch, Pierce, Fenner & Xxxth Incorporated Merrill Lynxx Xxrld Headquarters Xxxxd Xxxxncial Center, North Tower 10th Floor 250 Vesey Street New York, New Xxxx 00000-1310 Attention: MTN Product Management or, if to another Presenting Agent, to the address specified by it to the Company. The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of Solici- The Company reserves the right, in tation; Amendment or its sole discretion, to instruct Supplement: the Agents to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedure for Rate When the Company has determined to Changes: change the interest rates of Certifi- cated Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded.

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Certificated Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Certificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: PROCEDURE FOR The Company and the Agent Agents will discuss from time to time RATE SETTING AND the aggregate principal amount of, the issuance price of, POSTING: and the interest rates to be borne by, Book-Entry by Certificated Notes that may be sold as a result of the solicitation of orders offers by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company, the Agents ACCEPTANCE AND Each Agent will promptly advise the Company promptly by telephone or other means of electronic communication of all orders any offers to REJECTION OF purchase Book-Entry Certificated Notes received by such Agent. OFFERS: The Company will have the Agentssole right to accept any such offer to purchase Certificated Notes. The Company may reject any such offer in whole or in part. Each Agent may, other than those rejected in its discretion reasonably exercised, reject any offer to purchase Certificated Notes received by it in whole or in part in part. PREPARATION OF If any offer to purchase a Certificated Note is accepted by PRICING the reasonable exercise Company, the Company, with the approval of its discretion. Unless otherwise agreed by the Company and any SUPPLEMENT: Presenting Agent, will prepare a Pricing Supplement reflecting the Company has terms of such Certificated Note and will arrange to have 10 copies thereof filed with the right Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least 10 copies thereof (or additional copies if requested) to accept orders the Presenting Agent and one copy to purchase Book-Entry Notes the Trustee. The Presenting Agent will cause a Pricing Supplement to be delivered to the purchaser of the Certificated Note. The copies of the Pricing Supplement to be sent to the Presenting Agent shall be sent by telecopy or overnight courier to arrive no later than 11:00 a.m., New York City time, on the business day following the sale date and may reject any such orders in whole or in part.shall be sent to:

Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with the such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. The Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate Setting and Posting: PROCEDURE FOR RATE The Company and the Agent Agents will discuss SETTING AND from time to time the aggregate principal POSTING: amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the AgentAgents. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is Agents are to solicit orders (the setting of such prices and rates to be referred to herein as “"posting”") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent Agents of the prices and rates to be posted. Acceptance and Rejection of Orders: ACCEPTANCE AND Unless otherwise instructed by the Company, the Agents REJECTION OF each Agent will advise the Company promptly ORDERS: by telephone or other means of electronic communication of all orders to purchase Book-Book- Entry Notes received by the Agentssuch Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and any Agentthe Agents, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. PREPARATION OF If any order to purchase a Book-Entry Note PRICING is accepted by or on behalf of the Company, SUPPLEMENT: the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the applicable interest rates and other terms of such Book-Entry Note and will arrange to have ten copies thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which presented the order (the "Presenting Agent"). The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Presenting Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. SUSPENSION OF The Company reserves the right, in its sole SOLICITATION; discretion, to instruct the Agents to AMENDMENT OR suspend at any time, for any period of SUPPLEMENT: time or permanently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, the Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement (as defined in the Agency Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Agency Agreement. Subject to the provisions of the Agency Agreement, the Company may file with the Commission any such supplement to the Prospectus relating to the Notes. The Company will provide the Agents and the Trustee with copies of any such supplement, and confirm to the Agents that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). PROCEDURES FOR When the Company has determined to change RATE CHANGES: the interest rates of Book-Entry Notes being offered, it will promptly advise the Agents and the Agents will forthwith suspend solicitation of orders. The Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised the Agents of the new interest rates, the Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. DELIVERY OF A copy of the Prospectus and a Pricing PROSPECTUS: Supplement relating to a Book-Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book- Entry Note by its purchaser. If notice of a change in the terms of the Book-Entry Notes is received by the Agents between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Book-Entry Note sold by it. The Company will make such delivery if such Book-Entry Note is sold directly by the Company to a purchaser (other than an Agent).