Exhibit 4(jj)
FLOATING RATE GLOBAL MEDIUM-TERM NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED CUSIP No. ______________ PRINCIPAL AMOUNT
No. BFLR _____ $______________________________
XXXXXXX XXXXX & CO., INC.
MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY:
Constant Maturity
Treasury Rate
INDEX MATURITY: INITIAL INTEREST RATE: SPREAD:
INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
SPREAD MULTIPLIER: INTEREST RESET DATES:
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION PERCENTAGE OPTIONAL REPAYMENT DATE(S):
REDUCTION:
CALCULATION AGENT: IF INTEREST RATE BASIS IS LIBOR:
(Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx INDEX CURRENCY:
Incorporated, unless otherwise
specified)
DESIGNATED LIBOR PAGE:
{ } Reuters Page: ________
{ } Telerate Page: ________
INTEREST CALCULATION: DAY COUNT CONVENTION
{ } Regular Floating Rate Note { } Actual/360 for the period
from to .
{ } Floating Rate/Fixed Rate
Fixed Rate Commencement Date: { } Actual/Actual to the period
from to .
Fixed Interest Rate:
{ } Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: DENOMINATIONS:
{X} Yes (Integral multiples of $1,000, unless
otherwise specified)
{ } No
IF INTEREST RATE BASIS IS PRIME RATE: OTHER PROVISIONS:
{ } Prime Rate - Major Banks
{ } Prime Rate - H.15
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XXXXXXX XXXXX & CO., INC., a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
DOLLARS on the Stated Maturity specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon, at a
rate per annum equal to the Initial Interest Rate specified above until the
Initial Interest Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any Addendum relating
hereto depending upon the Interest Rate Basis or Bases, and such other terms
specified above, until the principal hereof is paid or duly made available for
payment. Reference herein to "this Note", "hereof", "herein" and comparable
terms shall include an Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date specified above next
succeeding the Original Issue Date specified above, and on the Stated Maturity
or any Redemption Date or Optional Repayment Date (as defined below) (the date
of each such Stated Maturity, Redemption Date and Optional Repayment Date and
the date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular Record
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Date (as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date; and provided further, that if an Interest Payment Date
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(other than an Interest Payment Date at Maturity) would fall on a day that is
not a Business Day (as defined below), such Interest Payment Date shall be
postponed to the following day that is a Business Day, except that in the case
the Interest Rate Basis is LIBOR, as indicated above, if such next Business Day
falls in the next calendar month, such Interest Payment Date shall be the next
preceding day that is a Business Day. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the applicable Interest
Payment Date. Interest on this Note will accrue from and including the Original
Issue Date specified above, at the rates determined from time to time as
specified herein, until the principal hereof has been paid or made available for
payment. If the Maturity falls on a day which is not a Business Day as defined
below, the payment due on such Maturity will be paid on the next succeeding
Business Day with the same force and effect as if made on such Maturity and no
interest shall accrue with respect to such payment for the period from and after
such Maturity. The interest so payable and punctually paid or duly provided for
on any Interest Payment Date will as provided in the Indenture be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such Interest
Payment Date. Any such interest which is payable, but not punctually paid or
duly provided for on any Interest Payment Date (herein called "Defaulted
Interest"), shall forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of
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this Note not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.
Payment of the principal of and interest on this Note will be made at the
Office or Agency of the Company maintained by the Company for such purpose in
the Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts.
Unless the certificate of authentication hereon has been executed by or on
behalf of The Chase Manhattan Bank (National Association), the Trustee with
respect to the Notes under the Indenture, or its successor thereunder, by the
manual signature of one of its authorized officers, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series B (the "Notes"). The Securities are issued and to be issued under an
indenture (the "Indenture") dated as of October 1, 1993, between the Company and
The Chase Manhattan Bank (National Association) (herein called the "Trustee",
which term includes any successor Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Company, the Trustee and
the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual Notes may vary with respect
to interest rates or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise as provided in the Indenture.
The Notes are issuable only in registered form without coupons in
denominations of, unless otherwise specified above, $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same. If
(x) the Depository is at any time unwilling or unable to continue as depository
and a successor depository is not appointed by the Company within 60 days, (y)
the Company executes and delivers to the Trustee a Company Order to the effect
that this Note shall be exchangeable or (z) an Event of Default has occurred and
is continuing with respect to the Notes, this Note shall be exchangeable for
Notes in definitive form of like tenor and of an equal aggregate principal
amount, in authorized denominations. Such definitive Notes shall be registered
in such name or names as the Depository shall instruct the Trustee. If
definitive Notes are so delivered, the Company may make such changes to the form
of this Note as are necessary or appropriate to allow for the issuance of such
definitive Notes.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder prior to
its Stated Maturity on the Holder's Optional Repayment Date(s), if any,
indicated on the face hereof. If no Holder's Optional Repayment Dates are set
forth on the face hereof, this Note may not be so repaid at the option of the
Holder hereof prior to the Stated Maturity. On any Holder's Optional Repayment
Date, this Note shall be repayable in whole or in part in an amount equal to
$1,000 or integral multiples thereof (provided that any remaining principal
amount shall be an authorized
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denomination) at the option of the Holder hereof at a repayment price equal to
100% of the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in whole or in part
at the option of the Holder hereof, this Note must be received, with the form
entitled "Option to Elect Repayment" below duly completed, by the Trustee at its
office at 0 Xxxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention:
Corporate Trust Administration, or such address which the Company shall from
time to time notify the Holders of the Medium-Term Notes (the "Corporate Trust
Office"), not more than 60 nor less than 30 days prior to a Holder's Optional
Repayment Date. This Note must be received by the Trustee by 5:00 P.M., New York
City time, on the last day for giving such notice. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event of payment of
this Note in part only, a new Note for the unpaid portion hereof shall be issued
in the name of the Holder hereof upon the surrender hereof.
This Note may be redeemed at the option of the Company prior to its Stated
Maturity on any date on and after the Initial Redemption Date, if any, specified
on the face hereof (the "Redemption Date"). If no Initial Redemption Date is set
forth on the face hereof, this Note may not be redeemed at the option of the
Company prior to the Stated Maturity. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 or integral multiples thereof (provided that any
remaining principal amount shall be an authorized denomination) at the option of
the Company at the applicable Redemption Price (as defined below) together with
interest thereon payable to the Redemption Date, on notice given not more than
60 nor less than 30 days prior to the Redemption Date. In the event of
redemption of this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.
If this Note is redeemable at the option of the Company prior to its Stated
Maturity, the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified on the face hereof, of the principal amount of this Note
to be redeemed and shall decline at each anniversary of the Initial Redemption
Date by the Annual Redemption Percentage Reduction, if any, specified on the
face hereof, of the principal amount to be redeemed until the Redemption Price
is 100% of such principal amount.
The interest rate borne by this Note shall be determined as follows:
1. If this Note is designated as a Regular Floating Rate Note above,
then, except as described below, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis shown above (i)
plus or minus the applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied in the manner
described above. Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of each Interest Reset
Date specified above; provided, however, that the interest rate in effect for
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the period from the Original Issue Date to the Initial Interest Reset Date will
be the Initial Interest Rate.
2. If this Note is designated as a Floating Rate/Fixed Rate Note above,
then, except as described below, this Note shall bear interest at the rate
determined by
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reference to the applicable Interest Rate Basis shown above (i) plus or minus
the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described above.
Commencing on the Initial Interest Reset Date, the rate at which interest on
this Note is payable shall be reset as of each Interest Reset Date specified
above; provided, however, that (i) the interest rate in effect for the period
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from the Original Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate, and (ii) the interest rate in effect commencing on, and
including, the Fixed Rate Commencement Date to the Maturity shall be the Fixed
Interest Rate, if such a rate is specified above, or if no such Fixed Interest
Rate is so specified, the interest rate in effect hereon on the day immediately
preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating Rate Note above,
then, except as described below, this Note will bear interest equal to the Fixed
Interest Rate indicated above minus the rate determined by reference to the
applicable Interest Rate Basis shown above (i) plus or minus the applicable
Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if
any, specified and applied in the manner described above; provided, however,
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that unless otherwise specified on the face hereof, the interest rate hereon
will not be less than zero percent. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note is payable shall be reset as of
each Interest Reset Date specified above; provided, however, that the interest
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rate in effect for the period from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate.
4. Notwithstanding the foregoing, if this Note is designated above as
having an Addendum attached, the Note shall bear interest in accordance with the
terms described in such Addendum.
Except as provided above, the interest rate in effect on each day shall be
(a) if such day is an Interest Reset Date, the interest rate determined as of
the Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the immediately preceding Interest Reset Date. Each Interest Rate
Basis shall be the rate determined in accordance with the applicable provision
below. If any Interest Reset Date (which term includes the term Initial Interest
Reset Date unless the context otherwise requires) would otherwise be a day that
is not a Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that if an Interest Rate Basis
specified on the face hereof is LIBOR and such next Business Day falls in the
next succeeding calendar month, such Interest Reset Date shall be the next
preceding Business Day.
Unless otherwise specified above, interest payable on this Note on any
Interest Payment Date shall be the amount of interest accrued from and including
the next preceding Interest Payment Date in respect of which interest has been
paid (or from and including the Original Issue Date specified above, if no
interest has been paid), to but excluding the related Interest Payment Date;
provided, however, that the interest payments on Maturity will include interest
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accrued to but excluding such Maturity. Unless otherwise specified above,
accrued interest hereon shall be an amount calculated by multiplying the face
amount hereof by an accrued
6
interest factor. Such accrued interest factor shall be computed by adding the
interest factor calculated for each day from the date of issue or from the last
date to which interest shall have been paid or duly provided for, to the date
for which accrued interest is being calculated. Unless otherwise specified
above, the interest factor for each such day shall be computed by dividing the
interest rate applicable to such day by 360, if the Day Count Convention
specified above is "Actual/360" for the period specified thereunder or by the
actual number of days in the year if the Day Count Convention specified above is
"Actual/Actual" for the period specified thereunder. Unless otherwise specified
above, the interest factor for each such day shall be computed by dividing the
interest rate applicable to such day by 360, if the Interest Rate Basis
specified above is the CD Rate, the Commercial Paper Rate, the Eleventh District
Cost of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate for the
period specified thereunder, or by the actual number of days in the year if the
Interest Rate Basis specified above is the Treasury Rate for the period
specified thereunder. Unless otherwise specified above, the interest factor for
Notes for which the interest rate is calculated with reference to two or more
Interest Rate Bases will be calculated in each period in the same manner as if
only one of the applicable Interest Rate Bases applied.
Unless otherwise specified above, the "Interest Determination Date" with
respect to the CD Rate and the Commercial Paper Rate shall be the second
Business Day preceding each Interest Reset Date; the "Interest Determination
Date" with respect to the Federal Funds Rate and the Prime Rate shall be the
Business Day immediately preceding each Interest Reset Date; the "Interest
Determination Date" with respect to LIBOR shall be the second London Business
Day (as defined below) preceding each Interest Reset Date; the "Interest
Determination Date" with respect to the Eleventh District Cost of Funds Rate
shall be the last working day of the month immediately preceding each Interest
Reset Date on which the Federal Home Loan Bank of San Francisco (the "FHLB of
San Francisco") publishes the Index (as defined below); and the "Interest
Determination Date" with respect to the Treasury Rate shall be the day in the
week in which the related Interest Reset Date falls on which day Treasury bills
(as defined below) are normally auctioned (Treasury bills are normally sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is normally held on the following Tuesday, except that such
auction may be held on the preceding Friday); provided, however, that if an
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auction is held on the Friday of the week preceding the related Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and provided, further, that if an auction shall fall on any Interest Reset Date,
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then the related Interest Reset Date shall instead be the first Business Day
following such auction. If the interest rate of this Note is determined with
reference to two or more Interest Rate Bases, the Interest Determination Date
pertaining to this Note will be the latest Business Day which is at least two
Business Days prior to such Interest Reset Date on which each Interest Rate
Basis shall be determinable. Each Interest Rate Basis shall be determined and
compared on such date, and the applicable interest rate shall take effect on the
related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date", if applicable,
pertaining to any Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is not
a Business Day, the next succeeding Business Day, or (ii) the Business Day
preceding the applicable Interest Payment Date or date of Maturity, as the case
may be. All calculations on this Note shall be made by the Calculation Agent
specified above or such successor thereto as is duly appointed by the Company.
7
All percentages resulting from any calculation on this Note will be rounded
to the nearest one hundred thousandth of a percentage point, with five one
millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545)
would be rounded to 9.87655% (or .0987655)), and all dollar amounts used in or
resulting from such calculation will be rounded to the nearest cent (with one-
half cent being rounded upward).
As used herein, "Business Day" means any day other than a Saturday or
Sunday or any other day on which banks in The City of New York are generally
authorized or obligated by law or executive order to close and, if the
applicable Interest Rate Basis shown above is LIBOR, is also a London Business
Day.
As used herein, "London Business Day" means any day (a) if the Index
Currency specified above is other than the European Currency Unit ("ECU"), on
which dealings in deposits in such Index Currency are transacted in the London
interbank market or (b) if the Index Currency specified above is the ECU, that
is not designated as an ECU Non-Settlement Day by the ECU Banking Association in
Paris or otherwise generally regarded in the ECU interbank market as a day on
which payments on ECUs shall not be made.
Determination of CD Rate. If an Interest Rate Basis for this Note is the CD
------------------------
Rate, as indicated above, the CD Rate shall be determined on the applicable
Interest Determination Date (a "CD Rate Interest Determination Date"), as the
rate on such date for negotiable certificates of deposit having the Index
Maturity specified above as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates" or
any successor publication ("H.15(519)") under the heading "CDs (Secondary
Market)", or, if not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such CD Rate Interest Determination Date
for negotiable certificates of deposit of the Index Maturity specified above as
published by the Federal Reserve Bank of New York in its statistical daily
release "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any
successor publication ("Composite Quotations") under the heading "Certificates
of Deposit". If such rate is not yet published in either H.15(519) or the
Composite Quotations by 3:00 P.M., New York City time, on the related
Calculation Date, then the CD Rate on such CD Rate Interest Determination Date
will be calculated by the Calculation Agent and will be the arithmetic mean
(rounded to the nearest one hundred thousandth of a percentage point, with five
one millionths of a percentage point rounded upwards) of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Rate Interest
Determination Date of three leading non-bank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money market
banks with a remaining maturity closest to the Index Maturity designated above
in an amount that is representative for a single transaction in that market at
that time; provided, however, that if the dealers selected as aforesaid by the
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Calculation Agent are not quoting as set forth above, the CD Rate determined on
such CD Rate Interest Determination Date shall be the CD Rate in effect on such
CD Rate Interest Determination Date.
Determination of Commercial Paper Rate. If an Interest Rate Basis for this
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Note is the Commercial Paper Rate, as indicated above, the Commercial Paper Rate
shall be determined on the applicable Interest Determination Date (a "Commercial
Paper Rate Interest Determination Date"), as the Money Market Yield (as defined
below) on such date of the rate for commercial
8
paper having the Index Maturity specified above as published in H.15(519), under
the heading "Commercial Paper". In the event such rate is not published by 3:00
P.M., New York City time, on the related Calculation Date, then the Commercial
Paper Rate shall be the Money Market Yield on such Commercial Paper Rate
Interest Determination Date of the rate for commercial paper having the Index
Maturity shown above as published in Composite Quotations under the heading
"Commercial Paper" (with an Index Maturity of one month or three months being
deemed to be equivalent to an Index Maturity of 30 days or 90 days,
respectively). If by 3:00 P.M., New York City time, on the related Calculation
Date such rate is not yet published in either H.15(519) or Composite Quotations,
then the Commercial Paper Rate for such Commercial Paper Rate Interest
Determination Date shall be as calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean (rounded to the nearest one
hundred thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards) of the offered rates at approximately 11:00
A.M., New York City time, on such Commercial Paper Rate Interest Determination
Date of three leading dealers of commercial paper in The City of New York
selected by the Calculation Agent for commercial paper having the Index Maturity
specified above placed for an industrial issuer whose bond rating is "AA", or
the equivalent, from a nationally recognized securities rating agency; provided,
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however, that if the dealers selected as aforesaid by the Calculation Agent are
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not quoting as mentioned in this sentence, the Commercial Paper Rate determined
on such Commercial Paper Rate Interest Determination Date shall be the rate in
effect on such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360
-------------------x 100
360-(D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for this
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Note is the Eleventh District Cost of Funds Rate, as indicated above, the
Eleventh District Cost of Funds Rate shall be determined on the applicable
Interest Determination Date (an "Eleventh District Cost of Funds Rate Interest
Determination Date"), and shall be the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such Eleventh District
Cost of Funds Rate Interest Determination Date as set forth under the caption
"11th District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on Telerate Page 7058 on any related Eleventh District Cost
of Funds Rate Interest Determination Date, the Eleventh District Cost of Funds
Rate for such Eleventh District Cost of Funds Rate Interest Determination Date
shall be the monthly weighted average cost of funds paid by member institutions
of the Eleventh Federal Home Loan Bank District that was most recently announced
(the "Index") by the FHLB of San Francisco as such cost of funds for the
calendar month preceding the date of such announcement. If the FHLB of San
Francisco fails to announce such rate for the calendar month immediately
preceding such Eleventh District Cost of Funds Rate Interest Determination Date,
then the
9
Eleventh District Cost of Funds Rate for such Eleventh District Cost of Funds
Rate Interest Determination Date shall be the Eleventh District Cost of Funds
Rate in effect on such Eleventh District Cost of Funds Rate Interest
Determination Date.
Determination of Federal Funds Rate. If an Interest Rate Basis for this
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Note is the Federal Funds Rate, as indicated above, the Federal Funds Rate shall
be determined on the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date"), and shall be the rate on that date for
Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the rate on such Federal Funds Rate Interest
Determination Date, as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If such rate is not yet published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
related Calculation Date, the Federal Funds Rate for such Federal Funds Rate
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the arithmetic mean (rounded to the nearest one hundred thousandth of a
percentage point, with five one millionths of a percentage point rounded
upwards) of the rates for the last transaction in overnight United States dollar
federal funds arranged by three leading brokers of federal funds transactions in
The City of New York selected by the Calculation Agent prior to 9:00 A.M., New
York City time on such Federal Funds Rate Interest Determination Date; provided,
--------
however, that if the brokers selected as aforesaid by the Calculation Agent are
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not quoting as mentioned in this sentence, the Federal Funds Rate determined on
such Federal Funds Rate Interest Determination Date shall be the Federal Funds
Rate in effect on such Federal Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this Note is LIBOR,
----------------------
as indicated above, LIBOR will be determined on the applicable Interest
Determination Date (a "LIBOR Interest Determination Date"), and will be, either:
(a) if "LIBOR Reuters" is specified above, the arithmetic mean (rounded to the
nearest one hundred thousandth of a percentage point, with five one millionths
of a percentage point rounded upwards) of the offered rates (unless the
specified Designated LIBOR Page (as defined below) by its terms provides only
for a single rate, in which case such single rate shall be used) for deposits in
the Index Currency having the Index Maturity designated above, commencing on the
second London Business Day immediately following that LIBOR Interest
Determination Date, that appear on the Designated LIBOR Page specified above as
of 11:00 A.M. London time, on that LIBOR Interest Determination Date, if at
least two such offered rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified
above, the rate for deposits in the Index Currency having the Index Maturity
designated above commencing on the second London Business Day immediately
following that LIBOR Interest Determination Date, that appears on the Designated
LIBOR Page specified above as of 11:00 A.M. London time, on that LIBOR Interest
Determination Date. If, as described in the immediately preceding sentence,
fewer than two offered rates appear, or no rate appears, LIBOR in respect of the
related LIBOR Interest Determination Date will be determined as if the parties
had specified the rate described in the immediately succeeding paragraph.
With respect to a LIBOR Interest Determination Date on which fewer than two
offered rates appear, or no rate appears, as the case may be, the Calculation
Agent shall request the principal London offices of each of four major reference
banks in the London interbank market,
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as selected by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in the Index Currency for the period of the Index
Maturity shown above, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on such LIBOR
Interest Determination Date and in a principal amount that is representative for
a single transaction in the Index Currency in such market at such time. If at
least two such quotations are provided, LIBOR determined on such LIBOR Interest
Determination Date shall be the arithmetic mean (rounded to the nearest one
hundred thousandth of a percentage point, with five one millionths of a
percentage point rounded upwards) of such quotations as determined by the
Calculation Agent. If fewer than two quotations are provided, LIBOR determined
on such LIBOR Interest Determination Date shall be calculated by the Calculation
Agent as the arithmetic mean (rounded to the nearest one hundred thousandth of a
percentage point, with five one millionths of a percentage point rounded
upwards) of the rates quoted at approximately 11:00 A.M. (or such other time
specified above under "OTHER PROVISIONS") in the applicable Principal Financial
Center(s), on such LIBOR Interest Determination Date by three major banks in
such Principal Financial Center(s) selected by the Calculation Agent for loans
in the Index Currency to leading European banks having the Index Maturity
specified above and in a principal amount that is representative for a single
transaction in the Index Currency in such market at such time; provided,
--------
however, that if the banks selected as aforesaid by the Calculation Agent are
-------
not quoting as mentioned in this sentence, LIBOR determined on such LIBOR
Interest Determination Date shall be LIBOR in effect on such LIBOR Interest
Determination Date.
"Index Currency" means the currency (including composite currencies)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the Index Currency shall be U.S. dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
above, the display on the Reuters Monitor Money Rates Service for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency, or (b) if "LIBOR Telerate" is designated above, the display on the Dow
Xxxxx Telerate Service (or such other service or services as may be nominated by
the British Bankers' Association for the purpose of displaying London interbank
offered rates for the Index Currency) for the purpose of displaying the London
interbank rates of major banks for the applicable Index Currency. If neither
LIBOR Reuters nor LIBOR Telerate is specified above, LIBOR for the applicable
Index Currency will be determined as if LIBOR Telerate (and, in the case U.S.
dollars is the Index Currency, Page 3750) had been specified.
"Principal Financial Center" will be, unless otherwise specified above, the
following city or cities for the related Index Currency:
Principal
Financial
Index Currency Center(s)
-------------- ---------
Australian Dollar Sydney
Belgian Franc Brussels
11
Canadian Dollar Toronto
Danish Krone Copenhagen
Dutch Guilder Amsterdam
Finnish Markka Helsinki
French Franc Paris
Hong Kong Dollar Hong Kong
Italian Xxxx Xxxxx
Luxembourg Franc Brussels and Luxembourg
New Zealand Dollar Wellington and Auckland
Norwegian Krone Oslo
Spanish Peseta Madrid
Sterling London
Swedish Krona Stockholm
Swiss Franc Zurich
U.S. Dollar New York
Yen Tokyo
Determination of Prime Rate. "Prime Rate" means the rate determined by the
---------------------------
Calculation Agent in accordance with the provisions set out in clause (i) or in
clause (ii) below, depending upon whether such rate is specified as "Prime Rate-
-Major Banks" or as "Prime Rate--H.15" on the face hereof:
(i) If an Interest Rate Basis for this Note is the "Prime Rate--Major
Banks", as indicated above, the Prime Rate shall be determined on the applicable
Interest Determination Date (a "Prime Rate Interest Determination Date") as the
arithmetic mean (rounded to the nearest one hundred thousandth of a percentage
point, with five one millionths of a percentage point rounded upwards)
determined by the Calculation Agent of the prime rates of interest publicly
announced by three major banks in The City of New York, as selected by the
Calculation Agent, as its United States dollar prime rate or base lending rate
as in effect for that day. Each change in the prime rate or base lending rate of
any bank so announced by such bank will be effective as of the effective date of
the announcement or, if no effective date is specified, as of the date of the
announcement. If fewer than three such quotations are provided, the Prime Rate
shall be calculated by the Calculation Agent and shall be determined as the
arithmetic mean (rounded to the nearest one hundred thousandth of a percentage
point, with five one millionths of a percentage point rounded upwards)
determined by the Calculation Agent on the basis of the prime rates quoted in
The City of New York by three substitute banks or trust companies organized and
doing business under the laws of the United States, or any state thereof, each
having total equity capital of at least $500 million and being subject to
supervision or examination by a federal or state authority, selected by the
Calculation Agent to quote such rate or rates; provided, however, that if the
-------- -------
banks or trust companies selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Prime Rate determined on such Prime
Rate Interest Determination Date shall be the Prime Rate in effect on such Prime
Rate Interest Determination Date.
(ii) If an Interest Rate Basis for this Note is "Prime Rate--H.15", as
indicated above, "Prime Rate" means, with respect to any Prime Rate Interest
Determination Date,
12
the rate on such date as such rate is published in H.15(519) under the
heading "Bank Prime Loan". If such rate is not published prior to 3:00
P.M., New York City time, on the related Calculation Date, then the Prime
Rate shall be the arithmetic mean (rounded to the nearest one hundred
thousandth of a percentage point, with five one millionths of a percentage
point rounded upwards) of the rates of interest publicly announced by each
bank that appears on the Reuters Screen NYMF Page as such bank's prime rate
or base lending rate as in effect for that Prime Rate Interest
Determination Date. If fewer than four such rates but more than one such
rate appear on the Reuters Screen NYMF Page for such Prime Rate Interest
Determination Date, the Prime Rate shall be the arithmetic mean (rounded to
the nearest one hundred thousandth of a percentage point, with five one
millionths of a percentage point rounded upwards) of the prime rates quoted
on the basis of the actual number of days in the year divided by a 360-day
year as of the close of business on such Prime Rate Interest Determination
Date by four major money center banks in The City of New York selected by
the Calculation Agent. If fewer than two such rates appear on the Reuters
Screen NYMF Page, the Prime Rate will be determined by the Calculation
Agent on the basis of the rates furnished in The City of New York by three
substitute banks or trust companies organized and doing business under the
laws of the United States, or any state thereof, having total equity
capital of at least $500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation
Agent to provide such rate or rates; provided, however, that if the banks
-------- -------
or trust companies selected as aforesaid are not quoting as mentioned in
this sentence, the Prime Rate for such Prime Rate Interest Determination
Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.
"Reuters Screen NYMF Page" means the display designated as page "NYMF" page
on that service for the purpose of displaying prime rates or base lending rates
of major United States banks.
Determination of Treasury Rate. If an Interest Rate Basis for this Note is
------------------------------
the Treasury Rate, as specified above, the Treasury Rate shall be determined on
the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate applicable to the most recent auction of direct
obligations of the United States ("Treasury Bills") having the Index Maturity
specified above, as such rate is published in H.15(519) under the heading
"Treasury Bills--auction average (investment)" or, if not so published by 3:00
P.M., New York City time, on the related Calculation Date, the auction average
rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) as otherwise announced by the
United States Department of the Treasury. In the event that the results of the
auction of Treasury Bills having the Index Maturity specified above are not
reported as provided by 3:00 P. M., New York City time, on such Calculation
Date, or if no such auction is held in a particular week, then the Treasury Rate
hereon shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean
(rounded to the nearest one hundred thousandth of a percentage point, with five
one millionths of a percentage point rounded upwards) of the secondary market
bid rates, as of approximately 3:30 P.M., New York City time, on such Treasury
Rate Interest Determination Date of three leading primary United States
government securities dealers as selected by the Calculation Agent for the issue
of Treasury Bills with a remaining Maturity closest to the Index Maturity
specified above;
13
provided, however, that if the dealers selected as aforesaid by the Calculation
-------- -------
Agent are not quoting as mentioned in this sentence, the Treasury Rate for such
Treasury Rate Interest Determination Date will be the Treasury Rate in effect on
such Treasury Rate Interest Determination Date.
Any provisions contained herein with respect to the determination of one or
more Interest Rate Bases, the specification of one or more Interest Rate Bases,
calculation of the Interest Rate applicable to this Note, its payment dates or
any other matter relating hereto may be modified by the terms as specified above
under "Other Provisions" or in an Addendum relating hereto if so specified
above.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The interest rate on this Note will in no event be higher than
the maximum rate permitted by New York law, as the same may be modified by
United States law of general application.
Unless otherwise above, Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated
will be the "Calculation Agent". At the request of the Holder hereof, the
Calculation Agent shall provide to the Holder hereof the interest rate hereon
then in effect and, if determined, the interest rate which shall become
effective as of the next Interest Reset Date with respect to this Note.
If an Event of Default (as defined in the Indenture) with respect to the
Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities at any time Outstanding, as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all the Securities
of each series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
14
As provided in the Indenture and subject to certain limitations set forth
therein and on the face hereof, the transfer of this Note may be registered on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company duly executed
by, the Holder hereof or by his attorney duly authorized in writing, and
thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
15
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
Dated:_______________ XXXXXXX XXXXX & CO., INC.
By:___________________________
Xxxxxxx Xxxx
Treasurer
{FACSIMILE OF SEAL}
Attest:
By:___________________________
Xxxxxxx X. Xxxxx
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.
THE CHASE MANHATTAN BANK
(National Association)
as Trustee
By:_______________________________
Authorized Officer
16
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at ____________
______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate Trust
Office, or at such other place or places of which the Company shall from time to
time notify the Holder of this Note, not more than 60 nor less than 30 days
prior to an Optional Repayment Date, if any, shown on the face of this Note,
this Note with this "Option to Elect Repayment" form duly completed. This Note
must be received by the Trustee by 5:00 P.M., New York City time, on the last
day for giving such notice.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in an amount equal to $1,000 or an
integral multiple thereof, provided that any remaining principal amount shall be
an authorized denomination) which the Holder elects to have repaid and specify
the denomination or denominations (which shall be in an amount equal to an
authorized denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
$____________________ ______________________________________
NOTICE: The signature on this Option to
Date_________________ Elect Repayment must correspond with the
name as written upon the face of this
Note in every particular, without
alteration or enlargement or any change
whatever.
17
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification
No.)_________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ______ _______________________________ attorney to transfer said Note
on the books of the Company with full power of substitution in the premises.
Date____________________ _________________________________________
NOTICE: The signature of the registered
Holder to this assignment must correspond
with the name as written upon the face of
the within instrument in every particular,
without alteration or enlargement or any
change whatsoever.
18
XXXXXXX XXXXX & CO., INC.
MEDIUM-TERM NOTES, SERIES B
ADDENDUM FOR CONSTANT MATURITY TREASURY RATE INDEXED NOTES
The "Interest Determination Date" with respect to the Constant Maturity
Treasury Rate shall be the second Business Day preceding each Interest Reset
Date.
Determination of the Constant Maturity Treasury Rate. If an Interest Rate
----------------------------------------------------
Basis for the attached Note is the Constant Maturity Treasury Rate, as indicated
on such Note, the Constant Maturity Treasury Rate shall be determined on the
applicable Interest Determination Date as follows:
(i) The Constant Maturity Treasury Rate will equal the rate which
appears on Telerate Page 7052, "WEEKLY AVG YIELDS ON TREASURY CONSTANT
MATURITIES", under the column corresponding to the Index Maturity specified
above and in the row opposite the date of the last Business Day of the week
prior to the Interest Determination Date appearing in the column entitled
"WEEK END", which appears as of 5:00 P.M., New York City time, on the
applicable Interest Determination Date. "Telerate Page 7052" means the
display designated as page 7052 on the Dow Xxxxx Telerate Service (or such
page as may replace page 7052 on that service). The rate which appears on
Telerate Page 7052 under the column corresponding to the Index Maturity is
the rate described in paragraph (ii) below published in the most recent
H.15(519) (as defined below).
(ii) If the Constant Maturity Treasury Rate as described in clause (i)
is not available by 5:00 P.M., New York City time, on the applicable
Interest Determination Date, the Constant Maturity Treasury Rate will equal
the one-week average yield on United States Treasury securities at
"constant maturity", as published in the most recent H.15(519) in the
column entitled "Week Ending" for the date of the last Business Day of the
week prior to the Interest Determination Date and opposite the heading
"Treasury constant maturities" for the Index Maturity specified above.
(iii) If the most recent date appearing on Telerate Page 7052 under the
column entitled "WEEK END" described in clause (i) above is a date other
than the date of the last Business Day of the week prior to the Interest
Determination Date and if the most recent H.15(519) available on the
applicable Interest Determination Date as described in clause (ii) above
does not contain a heading for the date of the last Business Day of the
week prior to the Interest Determination Date under the column entitled
"Week Ending", the Constant Maturity Treasury Rate will be such United
States Treasury constant maturity rate (or other United States Treasury
rate) for the Index Maturity specified above for such Interest
Determination Date (a) as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of
Treasury, and (b) that the Calculation Agent determines to be comparable to
the rate formerly published in H.15(519).
A-1
(iv) If the Constant Maturity Treasury Rate as described in clause
(iii) is not published on the Interest Determination Date, the Constant
Maturity Treasury Rate will be a yield to maturity for direct noncallable
fixed rate obligations of the United States ("Treasury Notes") most
recently issued with an original maturity of approximately the Index
Maturity specified above and an original issue date within the immediately
preceding year based on the yield (which yield is based on asked prices)
for such issue of Treasury Notes for such Interest Determination Date, as
published by the Federal Reserve Bank of New York in its daily statistical
release entitled "Composite 3:30 P.M. Quotations for U.S. Government
Securities" (or any successor or similar publication selected by the
Calculation Agent published by the Board of Governors of the Federal
Reserve System, the Federal Reserve Bank of New York or any other Federal
Reserve Bank or affiliated entity).
(v) If the Constant Maturity Treasury Rate as described in clause (iv)
is not published on the Interest Determination Date, the Constant Maturity
Treasury Rate will be calculated by the Calculation Agent and will be a
yield to maturity (expressed as a bond equivalent and as a decimal rounded,
if necessary, to the nearest one hundred thousandth of a percentage point
with five one millionths of a percentage point rounded up, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis)
based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date of three primary United States government securities dealers in The
City of New York selected by the Calculation Agent (from five such dealers
and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)) for Treasury Notes with an original maturity of approximately
the Index Maturity specified above and an original issue date within the
immediately preceding year. If three or four (and not five) of such dealers
are quoting as described in this clause (v), then the Constant Maturity
Treasury Rate will be based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of such quotations will be
eliminated.
(vi) If fewer than three dealers selected by the Calculation Agent are
quoting as described in clause (v), the Constant Maturity Treasury Rate
will be calculated by the Calculation Agent and will be a yield to maturity
(expressed as a bond equivalent and as a decimal rounded, if necessary, to
the nearest one hundred thousandth of a percentage point with five one
millionths of a percentage point rounded up, on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30
P.M., New York City time, on the applicable Interest Determination Date of
three leading primary United States government securities dealers in The
City of New York selected by the Calculation Agent (from five such dealers
and eliminating the highest quotation (or, in the event of equality, one of
the highest) and the lowest quotation (or, in the event of equality, one of
the lowest)) for Treasury Notes with an original maturity of approximately
ten years and a remaining term to maturity closest to the Index Maturity
specified above. If three or four (and not five) of such dealers are
quoting as described in this clause (vi), then the Constant Maturity
Treasury Rate will be based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of such quotations will be
eliminated.
A-2
(vii) If fewer than three dealers selected by the Calculation Agent are
quoting as described in clause (vi), the Constant Maturity Treasury Rate will be
the Constant Maturity Treasury Rate in effect on the preceding Interest Reset
Date (or, in the case of the initial Interest Determination Date, the one-week
average yield on United States Treasury securities at "constant maturity" for
the Index Maturity specified above, as published in the most recent H.15(519)).
In the case of clause (vi), if two Treasury Notes with an original
maturity of approximately ten years have remaining terms to maturity
equally close to the Index Maturity specified above, the quotes for the
Treasury Note with the shorter remaining term to maturity will be used.
"H.15(519)" means the weekly statistical release designated as such,
published by the Board of Governors of the Federal Reserve System.
A-3
