Procedure for Rate Changes. The Company and the Agents will discuss -------------------------- from time to time the rates to be borne by Certificated Notes that may be sold as a result of the solicitation of offers by any Agent. If any offer to purchase a Certificated Note is accepted by the Company, the Company will prepare a Pricing Supplement reflecting the terms of such Certificated Note and will arrange to have the Pricing Supplements filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will supply by facsimile transmission or by overnight express one copy for delivery by 11:00 a.m. on the Business Day next following the date of acceptance one copy thereof (or additional copies if requested) to each Agent which presented the order (each, a Presenting Agent") at each address listed below and one copy to the Trustee. The relevant Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of the Certificated Note. Copies of Pricing Supplements shall be sent to: if ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. is the Presenting Agent: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. - Tritech Services ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Prospectus Operations/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇/5/6 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇▇▇ ▇▇▇▇▇ World Headquarters ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10080 Attn: MTN Product Management Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if ABN AMRO Incorporated is the Presenting Agent: ABN AMRO Incorporated ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Banc of America Securities LLC is the Presenting Agent: Banc of America Securities LLC Bank of America Corporate Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: MTN Product Management Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Banc One Capital Markets, Inc. is the Presenting Agent: Banc One Capital Markets, Inc. ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Chicago, Illinois 60670-0595 Attn: Investment Grade Securities Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Barclays Capital Inc. is the Presenting Agent: Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Syndicate Desk Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Deutsche Banc ▇▇▇▇. ▇▇▇▇▇ Inc. is the Presenting Agent: Deutsche Banc ▇▇▇▇. ▇▇▇▇▇ Inc. ▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇ ▇/▇▇/ Floor Debt Capital Markets New York, New York 10019 Attn: ▇▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Fleet Securities, Inc. is the Presenting Agent: Fleet Securities, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. is the Presenting Agent: ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ Note Trading Department New York, New York 10004 Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if ▇.▇. ▇▇▇▇▇▇ Securities, Inc. is the Presenting Agent: ▇.▇. ▇▇▇▇▇▇ Securities, Inc. ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ground Floor Receiving Window New York, New York 10041 Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated is the Presenting Agent: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated 1585 Broadway 2/nd/ Floor New York, New York 10036 Attn: Medium-Term Note Trading Desk Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Salomon Brothers Inc is the Presenting Agent: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brooklyn Army Terminal ▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇ ▇/▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Suspension of Solicitation; -------------------------- Amendment or Supplement: The Company may instruct the Agents to suspend ----------------------- solicitation of purchases at any time. Upon receipt of notice from the Company, the Agents will forthwith suspend solicitation until such time as the Company has advised them that solicitation of purchases may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and the Trustee and will furnish each Agent and Trustee with the proposed amendment or supplement in accordance with the terms of the Agreement. The Company will mail to the Commission for filing therewith any supplement to the Prospectus (including any Pricing Supplement), provide each Agent with copies of any supplement (or, in the case of a Pricing Supplement, provide each relevant Agent with copies of such Pricing Supplement), and confirm to each Agent that such supplement has been mailed for filing with the Commission (or, in the case of a Pricing Supplement, confirm such information with each relevant Agent). 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 relevant Agent and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension 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 which 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.
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Procedure for Rate Changes. The Company and the Agents will discuss from -------------------------- from time to time the rates to be borne by Certificated Notes that may be sold as a result of the solicitation of offers by any Agent. If any offer to purchase a Certificated Note is accepted by the Company, the Company will prepare a Pricing Supplement reflecting the terms of such Certificated Note and will arrange to have the Pricing Supplements filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Securities Act and will supply by facsimile transmission or by overnight express one copy for delivery by 11:00 a.m. on the Business Day next following the date of acceptance one copy thereof (or additional copies if requested) to each Agent which presented the order (each, a Presenting Agent") at each address listed below and one copy to the Trustee. The relevant Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of the Certificated Note. Copies of Pricing Supplements shall be sent to: if ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. is the Presenting Agent: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. - Tritech Services ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Prospectus Operations/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇/5/6 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇▇▇ ▇▇▇▇▇ World Headquarters ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇World Financial Center, ▇▇▇▇▇ ▇▇▇▇▇North Tower, ▇▇/▇▇/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇10th Floor New York, ▇▇▇ ▇▇▇▇ 10080 New York 10281-1323 Attn: MTN Product Management Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if ABN AMRO Incorporated is the Presenting Agent: ABN AMRO Incorporated ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Banc of America Securities LLC is the Presenting Agent: Banc of America Securities LLC Bank of America Corporate Center ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: MTN Product Management Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Banc One Capital Markets, Inc. is the Presenting Agent: Banc One Capital Markets, Inc. ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Chicago, Illinois 60670-0595 Attn: Investment Grade Securities Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Barclays Capital Inc. is the Presenting Agent: Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: Syndicate Desk Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Deutsche Banc ▇▇▇▇. ▇▇▇▇▇ Inc. is the Presenting Agent: Deutsche Banc ▇▇▇▇. ▇▇▇▇▇ Inc. ▇▇ ▇▇▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇ ▇/▇▇/ Floor Debt Capital Markets New York, New York 10019 Attn: ▇▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Fleet Securities, Inc. is the Presenting Agent: Fleet Securities, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. is the Presenting Agent: ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ Note Trading Department New York, New York 10004 Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if ▇.. ▇. ▇▇▇▇▇▇ Securities, Securities Inc. is the Presenting Agent: ▇.▇. ▇▇▇▇▇▇ SecuritiesSecurities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Inc. ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ground Floor Receiving Window New York, New York 10041 Attn: ▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇▇▇▇▇ Desk Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated is the Presenting Agent: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated 1585 Broadway 2/nd/ 2nd Floor New York, New York 10036 Attn: Medium-Term Note Trading Desk Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ if Salomon Brothers Inc is the Presenting Agent: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Brooklyn Army Terminal ▇▇▇ ▇▇/▇▇/ ▇ ▇▇▇▇▇▇ ▇/▇▇/ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Suspension of Solicitation; -------------------------- --------------------------- Amendment or Supplement: The Company may instruct the Agents to suspend ----------------------- solicitation of purchases at any time. Upon receipt of notice from the Company, the Agents will forthwith suspend solicitation until such time as the Company has advised them that solicitation of purchases may be resumed. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and the Trustee and will furnish each Agent and Trustee with the proposed amendment or supplement in accordance with the terms of the Agreement. The Company will mail to the Commission for filing therewith any supplement to the Prospectus (including any Pricing Supplement), provide each Agent with copies of any supplement (or, in the case of a Pricing Supplement, provide each relevant Agent with copies of such Pricing Supplement), and confirm to each Agent that such supplement has been mailed for filing with the Commission (or, in the case of a Pricing Supplement, confirm such information with each relevant Agent). 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 relevant Agent and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension 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 which 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.
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