1
[Form of Global Floating Rate Registered Security
in connection with Book-Entry Notes--United States]
[Form of Face]
NOTE NUMBER AGENT'S NAME
ASHLAND INC.
_____________________________________________________
PRINCIPAL AMOUNT SETTLEMENT DATE TRADE DATE
U.S.$ (ORIGINAL ISSUE DATE)
________________________________________________________________________________
MATURITY DATE TRUSTEE'S CUST. NO. INTEREST RATE TAXPAYER ID TRANSFERRED
OR SOC. SEC.
NO. OF
PURCHASER
________________________________________________________________________________
NAME AND ADDRESS OF REGISTERED OWNER MEDIUM-TERM
NOTE
PROGRAM
CITIBANK, N.A.
TRUSTEE
________________________________________________________________________________
CUSTOMER'S RETAIN FOR THE TIME OF THE PLEASE SIGN SEE
COPY TAX PURPOSES TRANSACTION WILL BE AND RETURN REVERSE SIDE
FURNISHED UPON REQUEST ENCLOSED
OF THE CUSTOMER RECEIPT
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE AND CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
2
REGISTERED REGISTERED
ASHLAND INC.
MEDIUM-TERM NOTE, SERIES H
Due Nine Months or More From Date Of Issue
NO. (Floating Rate) U.S.$
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
REDEMPTION DATE:
CALCULATION AGENT: INDEX MATURITY SPREAD: +/-
- 1 MONTH SPREAD MULTIPLIER %
- 3 MONTHS
- 6 MONTHS
- 1 YEAR
INTEREST RATE BASIS: o COMMERCIAL o LIBOR o TREASURY o PRIME
PAPER RATE RATE RATE
o FEDERAL FUNDS o CD RATE
RATE
MAXIMUM INTEREST RATE: % INTEREST PAYMENT PERIOD: .....................
(monthly, quarterly,
semi-annually or
annually)
MINIMUM INTEREST RATE: % INTEREST RATE RESET PERIOD:...................
(daily, weekly,
monthly, quarterly,
semi-annually or
annually)
INTEREST PAYMENT DATES: INTEREST RESET DATES:
REGULAR RECORD INDEXED NOTES: o YES (see attached)
o NO
DATES:
OTHER PROVISIONS:
ASHLAND INC., a corporation duly organized and existing under the laws of
Kentucky (herein called the "Company" which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to ___________________________________________
3
____________________, or registered assigns, the principal sum of ______________
___________ U.S. DOLLARS on the Maturity Date specified above, and to pay
interest thereon at a rate per annum equal to the Initial Interest Rate
specified above until the first Interest Reset Date specified above following
the Original Issue Date specified above and thereafter at a rate determined in
accordance with the provisions on the reverse hereof under the heading
"Determination of Commercial Paper Rate", "Determination of Prime Rate",
"Determination of LIBOR", "Determination of Treasury Rate", "Determination of
Federal Funds Rate" or "Determination of CD Rate", depending upon whether the
Interest Rate Basis specified above is the Commercial Paper Rate, Prime Rate,
LIBOR, Treasury Rate, Federal Funds Rate or CD Rate, which rate may be adjusted
by adding or subtracting the Spread or multiplying by the Spread Multiplier (as
such terms are defined below) depending on whether a Spread or Spread Multiplier
is designated above, until the principal hereof is paid or duly made available
for payment. In addition, a Floating Rate note may bear interest at the lowest
or highest or average of two or more interest rate formulae. The "Spread", if
any, is the number of basis points designated above, and the "Spread
Multiplier", if any, is the percentage designated above. The Company will pay
interest monthly, quarterly, semi-annually or annually as specified above under
"Interest Payment Period", commencing with the first Interest Payment Date
specified above next succeeding the Original Issue Date and thereafter on the
Interest Payment Dates as specified above, and on the Maturity Date. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest set forth above
(whether or not a Business Day), next preceding such Interest Payment Date;
provided, however, that interest payable at Maturity shall be payable to the
Person to whom principal shall be payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
4
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 thereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture. Payment of the principal, premium, if any, and interest on
this Security will be made to the Depositary, or its nominee, as Holder thereof,
in accordance with arrangements then in effect between the Trustee and the
Depositary, 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;
provided, however, that at the option of the Company payment of interest (except
at maturity) may be made by United States dollar check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register (which, in the case of Book-Entry Notes, will be a nominee of the
Depositary). Payment of the principal, premium, if any, and interest on this
Security due at Maturity will be made in immediately available funds upon
surrender of this Security to the Paying Agent; provided that this Security is
presented to the Paying Agent in time for the Paying Agent to make such payment
in accordance with its normal procedures. "Maturity" shall mean the date on
which the principal of this Security or an installment of principal becomes due,
whether on the Maturity Date specified above, upon redemption or otherwise.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized officer, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: ASHLAND INC.
By _____________________
Senior Vice President
[Seal] Attest:
_____________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated therein referred to
in the within-mentioned Indenture.
Dated:
CITIBANK, N.A.
As Trustee
By _____________________
Authorized Officer
6
[Form of Reverse]
ASHLAND INC.
MEDIUM-TERM, SERIES H
(Floating Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of August 15, 1989, as amended and restated
as of August 15, 1990 (herein called the "Indenture"), between the Company and
Citibank, N.A., as Trustee (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, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof.
This Security may not be redeemed prior to the Redemption Date set forth
on the face hereof. If no Redemption Date is so set forth, this Security is not
redeemable prior to the Maturity Date. On or after the Redemption Date set forth
on the face hereof, this Security is redeemable in whole or in part in
increments of U.S. $1,000 at the option of the Company at a redemption price
equal to 100% of the principal amount to be redeemed together with interest
thereon to the date of redemption.
Notice of redemption will be given by mail to Holders of Securities, not
more than 60 nor less than 30 days prior to the date fixed for redemption, all
as provided in the Indenture.
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof
will be
7
issued in the name of the Holder hereof upon the surrender hereof.
8
The Securities of this series will not have a sinking fund unless
otherwise specified in the applicable pricing supplement.
Commencing with the first Interest Reset Date specified on the face hereof
following the Original Issue Date, the rate at which interest on this Security
is payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or
annually as shown on the face hereof under "Interest Rate Reset Period";
provided, however, that the interest rate in effect hereon for the 10 days
immediately prior to the Maturity hereof, shall be that in effect on the 10th
day preceding the Maturity hereof. Each such adjusted rate shall be applicable
on and after the Interest Reset Date to which it relates, to but not including
the next succeeding Interest Reset Date or until Maturity, as the case may be.
If any Interest Reset Date specified on the face hereof 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 (i) the rate of
interest on the Security shall be determined in accordance with the provisions
of the heading "Determination of LIBOR" below, and (ii) such London Banking Day
is in the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding London Banking Day. "Business Day" means any day, other
than a Saturday or Sunday, that meets each of the following applicable
requirements: the day is (a) not a day on which banking institutions are
authorized or required by law or regulation to be closed in The City of New
York, (b) if the Note is denominated in a Specified Currency other than the
European Currency Unit as defined and revised from time to time by the Council
of the European Communities ("ECU") or United States dollars, not a day on which
banking institutions are authorized or required by law or regulation to close in
the financial center of the country issuing the Specified Currency, (c) if the
Note is denominated in ECU, any day that is designated as an ECU settlement day
by the ECU Banking Association in Paris or otherwise generally regarded in the
ECU interbank market as a day on which payments in ECU are made, and (d) with
respect to LIBOR Notes, a London Banking Day. "London Banking Day" means any day
on which
9
dealings in deposits in United States dollars are transacted in the London
interbank market. Subject to applicable provisions of law and except as
specified herein, on each Interest Reset Date, the rate of interest on this
Security shall be the rate determined in accordance with the provisions of the
applicable heading below.
The interest rate on this Security 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 applicability.
DETERMINATION OF COMMERCIAL PAPER RATE. The interest rate payable with
respect to this Security shall be calculated by the Calculation Agent with
reference to the Commercial Paper Rate and the Spread or Spread Multiplier, if
any, specified on the face hereof. "Commercial Paper Rate" means, with respect
to each Interest Determination Date specified on the face hereof, the Money
Market Yield (calculated as described below) of the rate on such date for
commercial paper having the Index Maturity specified on the face hereof as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper". In the event that such rate
is not published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Commercial Paper Rate
will be the Money Market Yield of the rate on such Interest Determination Date
for commercial paper having the Index Maturity specified on the face hereof as
published by the Federal Reserve Bank of New York in its daily statistical
release, "Composite 3:30 P.M. Quotations for U.S. Government Securities"
("Composite Quotations") under the heading "Commercial Paper". If such rate is
not yet published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Commercial Paper Rate
for such Interest Determination Date will be calculated by the Calculation Agent
and will be the Money Market Yield of the arithmetic mean (rounded to the next
higher one-hundred thousandth of a percentage point) of the offered rates of
three leading dealers of commercial
10
paper in The City of New York selected by the Calculation Agent as of 11:00
A.M., New York City time, on such Interest Determination Date for commercial
paper having the Index Maturity specified on the face hereof placed for an
industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in
effect on such Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage rounded to
the next higher one-hundred thousandth of a percentage point) calculated in
accordance with the following formula:
D x 360
Money Market Yield = ------------- x 100
360 - (D x M)
where "D" refers to the 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.
DETERMINATION OF PRIME RATE. The interest rate payable with respect to
this Security shall be calculated by the Calculation Agent with reference to the
Prime Rate and the Spread or Spread Multiplier, if any, specified on the face
hereof. "Prime Rate" means, with respect to each Interest Determination Date
specified on the face hereof, the arithmetic mean (rounded to the next higher
one-hundred thousandth of a percentage point) of the prime rates quoted on the
basis of the actual number of days in the year divided by 365 or 366 days, as
the case may be, as of the close of business on such Interest Determination Date
by three major money center banks in The City of New York selected by the
Calculation Agent. If fewer than three such quotations are provided, the Prime
Rate shall be determined 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 U.S.
$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 selected as aforesaid are not quoting as
mentioned in this sentence, the Prime Rate will be the Prime Rate in effect on
such Interest Determination Date.
DETERMINATION OF LIBOR. The interest rate payable with respect to this
Security shall be calculated with reference to LIBOR and the Spread or Spread
Multiplier, if any, specified on the face hereof. "LIBOR" will be determined
with respect to each Interest Determination Date specified on the face hereof by
the Calculation Agent in accordance with the following provisions: On each LIBOR
Interest Determination Date, LIBOR will be determined on the basis of the
offered rate for deposits in U.S. dollars having the Index Maturity specified in
the applicable Pricing Supplement, commencing on the second London Banking Day
immediately following such LIBOR Interest Determination Date, which appears on
the Telerate Page 3750 as of 11:00 A.M., London time, on that LIBOR Interest
Determination Date. If such rate does not so appear on the Telerate page 3750,
the rate in respect of such LIBOR Interest Determination Date will be determined
on the basis of the rates at which deposits in U.S. dollars are offered by four
major banks in the London interbank market, selected by the Calculation Agent at
approximately 11:00 A.M., London time, on the LIBOR Interest Determination Date
next preceding the relevant Interest Reset Date, to prime banks in the London
interbank market for a period of the Index Maturity commencing on that Interest
Reset Date and in a principal amount equal to an amount not less than $1,000,000
that is representative for a single transaction in such market at such time. In
such case, the Calculation Agent will request the principal London office of
each of the aforesaid major banks to provide a quotation of such rate. If at
least two such quotations are provided in respect of such LIBOR Interest
Determination Date, the rate for that Interest Reset Date will be the arithmetic
mean of the quotations, and, if fewer than two quotations are provided as
requested in respect of such LIBOR Interest Determination Date, the rate for
that Interest Reset Date will be the arithmetic mean of the rates quoted by
three major banks in The City of
12
New York, selected by the Calculation Agent (which may include one or more of
the Agents or their affiliates), at approximately 11:00 A.M., New York City
time, on that LIBOR Interest Determination Date for loans in U.S. dollars to
leading European banks for a period of the Index Maturity commencing on that
Interest Reset Date and in a principal amount equal to an amount not less than
$1,000,000 that is representative for a single transaction in such market at
such time; provided, however, if the aforesaid rate cannot be determined by the
Calculation Agent, LIBOR in respect to such LIBOR Interest Determination Date
will be LIBOR then in effect on such LIBOR Interest Determination Date.
"Telerate Page 3750" means the display page so designated on the Dow ▇▇▇▇▇
Telerate Service (or such other page as may replace that page on that service,
or such other service as may be nominated as the information vendor, for the
purpose of displaying rates or prices relating to LIBOR).
DETERMINATION OF TREASURY RATE. The interest rate payable with respect to
this Security shall be calculated by the Calculation Agent with reference to the
Treasury Rate and the Spread or Spread Multiplier, if any, specified on the face
hereof. "Treasury Rate" means, with respect to each Interest Determination Date
specified on the face hereof, the rate for the most recent auction of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading "U.S.
Government Securities--Treasury Bills--Auction Average (Investment)" or, if not
so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Treasury Rate will be the
auction average rate, expressed as a Bond Equivalent Yield (calculated as
described below), for such auction as otherwise announced by the United States
Department of the Treasury. If the results of the auction of Treasury bills
having the Index maturity specified on the face hereof are not published or
announced as provided above 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 shall be calculated by the Calculation Agent and shall be a
13
yield to maturity, expressed as a Bond Equivalent Yield, of the arithmetic mean
of the secondary market bid rates as of approximately 3:30 P.M., New York City
time, on such Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent, for the
issue of Treasury bills with a remaining maturity closest to the specified Index
Maturity; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate with respect to such Interest Determination Date will be the Treasury Rate
in effect on such Interest Determination Date.
"Bond Equivalent Yield" shall be a yield (expressed as a percentage
rounded to the next higher one-hundred thousandth of a percentage point)
calculated in accordance with the following formula:
D x N
Bond Equivalent Yield = ------------- x 100
360 - (D x M)
where "D" refers to the per annum rate for Treasury bills, quoted on a
bank-discount basis and expressed as a decimal; "N" refers to the actual number
of days in the year for which interest is being calculated; and "M" refers to
the actual number of days in the interest period for which interest is being
calculated.
DETERMINATION OF FEDERAL FUNDS RATE. The interest rate payable with
respect to this Security shall be calculated by the Calculation Agent with
reference to the Federal Funds Rate and the Spread or Spread Multiplier, if any,
specified on the face hereof. "Federal Funds Rate" means, with respect to each
Interest Determination Date specified on the face hereof, the rate on that day
for Federal Funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not so published by 3:00
14
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the Federal Funds Rate for such Interest Determination
Date will be the rate on such Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/ Effective Rate". If such
rate is not yet published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, then the Federal Funds Rate
for such 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) of the rates prior to 9:00 A.M., New York City time, on
such Interest Determination Date for the last transaction in overnight Federal
Funds arranged by three leading brokers of Federal Funds transactions in The
City of New York selected by the Calculation Agent; provided, however, that if
the brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate with respect to such Interest
Determination Date will be the Federal Funds Rate in effect on such Interest
Determination Date.
DETERMINATION OF CD RATE. The interest rate payable with respect to this
Security shall be calculated by the Calculation Agent with reference to the CD
Rate and the Spread or Spread Multiplier, if any, specified on the face hereof.
"CD Rate" means, with respect to each Interest Determination Date, the rate on
such date for negotiable certificates of deposit having the Index Maturity
specified on the face hereof as published in H.15(519) under the heading "CDs
(Secondary Market)" or, if not so published by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, the CD Rate
will be the rate on such Interest Determination Date for negotiable certificates
of deposit of the Index Maturity specified on the face hereof as published in
Composite Quotations under the heading "Certificates of Deposit". If such rate
is not published by 3:00 P.M., New York City time, on such Calculation Date,
then the CD Rate on such Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean (each as rounded to the
nearest one-hundred thousandth of a percentage point) of the secondary market
offered rates as of the opening of business, New York City time, on such
Interest Determination Date, of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money market banks of the highest credit standing (in the market for
15
negotiable certificates of deposit) with a remaining maturity closest to the
Index Maturity specified on the face hereof in a denomination of U.S.
$5,000,000; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
with respect to such Interest Determination Date will be the CD Rate in effect
on such Interest Determination Date.
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, shown on the face hereof. The Calculation Agent shall
calculate the interest rate on this Security in accordance with the foregoing on
or before each Calculation Date and shall promptly thereafter notify the Company
and the Trustee of such interest rate. Any such calculation by the Calculation
Agent shall be conclusive and binding on the Company, the Trustee and the Holder
of this Security, absent manifest error.
The Calculation Agent will, upon the request of the Holder of this
Security, provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate which will become effective as of the next
Interest Reset Date.
If any Interest Payment Date specified on the face hereof would otherwise
be a day that is not a Business Day, the Interest Payment Date shall be
postponed to the next day that is a Business Day, except that if (i) the rate of
interest on this Security shall be determined in accordance with the provisions
of the heading "Determination of LIBOR" above and (ii) such London Banking Day
is in the next succeeding calendar month, such Interest Payment Date shall be
the immediately preceding London Banking Day.
The Interest Determination Date pertaining to an Interest Reset Date if
the rate of interest on the Security shall be determined in accordance with the
provisions of the headings "Determination of Commercial Paper Rate",
"Determination of Prime Rate", "Determination of Federal Funds Rate" or
"Determination of CD Rate" above will be the
16
second Business Day preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date if the rate of interest
on this Security shall be determined in accordance with the provisions of the
heading "Determination of LIBOR" above will be the second London Banking Day
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date if the rate of interest on the Security shall be
determined in accordance with the provisions of the heading "Determination of
Treasury Rate" above (the "Treasury Interest Determination Date") will be the
day of the week in which such Interest Reset Date falls on which Treasury bills
would normally be auctioned. Treasury bills are usually sold at auction on the
Monday of each week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that such auction may
be held on the preceding Friday. If, as a result of a legal holiday, an auction
is so held on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any Interest Reset Date for a
Treasury Rate Note, then such Interest Reset Date shall instead be the first
Business Day immediately following such auction date.
The Calculation Date, if applicable, pertaining to any Interest
Determination Date shall be the tenth calendar day after such Interest
Determination Date, or if any such day is not a Business Day, the next
succeeding Business Day.
Interest payments for this Security will include interest accrued to but
excluding the Interest Payment Date; provided, however, that if the interest
rate with respect to this Security is reset daily or weekly, interest payable on
any Interest Payment Date, other than interest payable on any date on which
principal hereof is payable, will include interest accrued from but excluding
the second preceding Regular Record Date, or from and including the date of
issue, if no interest has been paid with respect to such Note, to and including
the next preceding Regular Record Date. Accrued interest hereon from and
including the Original Issue Date, or from but excluding the last date to which
interest hereon has been paid or duly provided for, as
17
the case may be, will be an amount calculated by multiplying the face amount
hereof by an accrued interest factor. Such accrued interest factor will be
computed by adding the interest factor calculated for each day from and
including the Original Issue Date, or from the last date to which interest shall
have been paid or duly provided for, as the case may be, to and including the
date for which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards, if necessary, to the next higher
one-hundred thousandth of a percentage point) for each such day will be computed
by dividing the interest rate (expressed as a decimal rounded upwards, if
necessary, to the next higher one-hundred thousandth of a percentage point)
applicable to such day by 360, in the case of the Commercial Paper Rate, LIBOR,
the Federal Funds Rate or the CD Rate, or by the actual number of days in the
year, in the case of the Treasury Rate or the Prime Rate. The interest factor
for Floating Rate Notes for which two or more interest rate formulae are
applicable will be calculated in the same manner as if only the lowest, highest
or average of, as the case may be, such interest rate formulae applied.
Subject to a number of important qualifications and exceptions set forth
in the Indenture, the Indenture provides that neither the Company nor any
Subsidiary (as defined in the Indenture) will (i) issue, assume or guarantee any
notes, bonds, debentures or other similar evidences of indebtedness for money
borrowed secured by a mortgage, lien, pledge or other encumbrance upon any real
or personal property located in the continental United States of America without
effectively providing that the Securities will be secured equally and ratably
with (or, at the option of the Company, prior to) such indebtedness so long as
such indebtedness shall be so secured or (ii) enter into any Sale and Lease-Back
Transactions (as defined in the Indenture).
The Indenture also provides that the Company at its option (a) will be
Discharged (as such term is defined in the Indenture) from any and all
obligations in respect of the Securities (except for certain obligations to
register the transfer or exchange of Securities, replace stolen, lost or
mutilated Securities, maintain paying agencies and hold
18
moneys for payment in trust) or (b) need not comply with certain restrictive
covenants of the Indenture, if there is deposited with the Trustee, in the case
of Securities denominated in U.S. dollars, U.S. Government Obligations (as
defined in the Indenture) or, in the case of Securities denominated in a foreign
currency, Foreign Government Securities (as defined in the Indenture), which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money or a combination of money and U.S. Government
Obligations or Foreign Government Securities, as the case may be, in an amount
sufficient to pay in the currency, currencies or currency unit or units in which
the Securities are payable, all the principal, premium, if any, and interest on,
the Securities on the dates such payments are due in accordance with the terms
of the Securities.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series 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 principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time outstanding, on behalf of the
Holders of all Securities of such 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 Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
or transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
19
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, the Trustee shall not have received from
the Holders of a majority in principal amount of the Outstanding Securities of
this series a direction inconsistent with such request and the Trustee shall
have failed to institute such proceeding within 60 days; provided, however, that
such limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal, premium, if any, or interest on this
Security on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this security or
of the Indenture shall alter or impair the obligation of the Company which is
absolute and unconditional, to pay the principal, premium, if any, and interest
on this Security at the times, places and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
corporate trust office of the Trustee or such other office or agency as may be
designated by 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 and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this Series and of like tenor, of authorized
denominations and with like terms and conditions and for the same aggregate
principal amount will be issued to the designated transferee or transferees.
20
The Securities of this series are issuable only in registered form,
without coupons, in denominations of $1,000 and any integral multiple of $1,000
in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination and with like terms and conditions, as
requested by the Holder surrendering the same.
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 Security 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 Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
----------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants UNIF GIFT MIN ACT-............Custodian...........
in common (Cust) (Minor)
TEN ENT-as tenants Under Uniform Gifts to Minors Act
by the entireties
JT TEN-as joint tenants ..................................
with right of (State)
survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the above
list.
----------------------
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee
_______________________________________
_______________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________________ attorney
to transfer said Security on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________________ ________________________________
Signature