1
AMENDMENT TO DISTRIBUTION AGREEMENT - EXHIBIT 1.1
June 15, 2001
▇▇▇▇▇▇ Brothers Inc.
3 World Financial ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
4 World Financial ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies & Gentlemen:
International Lease Finance Corporation, a California corporation
(the "Company"), has entered into a Distribution Agreement, dated May 14, 2001
(the "Distribution Agreement"), with you with respect to the issuance and sale
by the Company of up to an aggregate principal amount of $1,000,000,000 of
Medium-Term Notes, Series M (the "Notes"), due from nine months to 30 years from
the date of issue. The Company proposes to increase the aggregate principal
amount of the Notes that can be issued to $1,500,000,000. The Company desires to
amend the Distribution Agreement to provide that it shall apply to the
additional aggregate principal amount of the Notes to be issued.
2
Accordingly, this will confirm the Company's agreement with you that
Schedule I attached to the Distribution Agreement is hereby amended and restated
as provided in Schedule I attached hereto and that Exhibit A to the Distribution
Agreement is hereby amended and restated as provided in Exhibit A attached
hereto. All references to the Notes in the Distribution Agreement shall
hereinafter refer to the $1,500,000,000 aggregate principal amount of the Notes.
Except as provided in the preceding paragraph, the terms and
conditions of the Distribution Agreement shall remain in full force and effect.
[remainder of page intentionally left blank]
3
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among you
and the Company.
Very truly yours,
INTERNATIONAL LEASE FINANCE CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President,
Co-Chief Operating
Officer and Chief Financial Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written:
▇▇▇▇▇▇ BROTHERS INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------- -----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name:
Title: Senior Vice President Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC. BANC OF AMERICA SECURITIES LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------- -----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director Title: Associate
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, SACHS & CO
▇▇▇▇▇ INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
------------------------------- -----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name:
Title: Authorized Signatory Title:
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
4
SCHEDULE I
Registration Statement No. 333-60264
Amount of the Notes: $1,500,000,000
Amount of the Securities: $4,000,000,000
The Company agrees to pay ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities
Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Banc of America Securities LLC and
▇▇▇▇▇▇▇, Sachs & Co. (individually, an "Agent") a commission equal to the
following percentage of the principal amount of each Note sold by such Agent:
Term Commission Rate
---- ---------------
From 9 months to less than one year .125%
From one year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to 30 years .750%
5
Address for Notice to Agents:
▇▇▇▇▇▇ Brothers Inc.
3 World Financial Center, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: MTN Desk
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Department
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
4 World Financial ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: MTN Product Management
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Transaction Execution Group
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Manager - Continuously Offered Products
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Investment Banking
Information Center
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
6
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Debt Financing Group/Medium Term Note Dept.
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, Sachs & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Desk
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
Securities to be delivered by book-entry transfer.
7
EXHIBIT A
MEDIUM-TERM NOTE ADMINISTRATIVE PROCEDURES
[ATTACHED]
8
Exhibit A
MEDIUM-TERM NOTE ADMINISTRATIVE
PROCEDURES FOR FIXED RATE AND FLOATING RATE NOTES
(DATED AS OF JUNE 15, 2001)
Medium-Term Notes, Series M (the "Notes"), in the aggregate
principal amount of up to U.S. $1,500,000,000 are to be offered on a continuing
basis by International Lease Finance Corporation (the "Company") through ▇▇▇▇▇▇
Brothers Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated,
Banc of America Securities LLC and ▇▇▇▇▇▇▇, Sachs & Co., who, as agents (each an
"Agent," and, collectively, the "Agents"), have agreed to use their best efforts
to solicit offers to purchase the Notes from the Company. The Agents may also
purchase Notes as principal for resale.
The Notes are being sold pursuant to a Distribution Agreement, dated
May 14, 2001, as amended through June 15, 2001 (the "Distribution Agreement"),
by and between the Company and the Agents. The Notes will be issued pursuant to
an Indenture (the "Indenture"), dated as of November 1, 2000, between the
Company and The Bank of New York, as trustee (the "Trustee"). A Registration
Statement (the "Registration Statement", which term shall include any additional
registration statements filed in connection with the Notes as provided in the
introductory paragraph of the Distribution Agreement) with respect to the Notes
has been filed with the Securities and Exchange Commission (the "Commission").
The most recent basic Prospectus included in the Registration Statement, as
supplemented with respect to the Notes, is herein referred to as the "Prospectus
Supplement." The most recent supplement to the Prospectus with respect to the
specific terms of the Notes is herein referred to as the "Pricing Supplement."
The Notes will either be issued (a) in book-entry form and
represented by one or more fully registered Notes (each, a "Book-Entry Note")
delivered to the Trustee, as agent for The Depository Trust Company ("DTC"), and
recorded in the book-entry system maintained by DTC, or (b) in certificated form
delivered to the purchaser thereof or a person designated by such purchaser.
Owners of beneficial interests in Notes issued in book-entry form will be
entitled to physical delivery of Notes in certificated form equal in principal
amount to their respective beneficial interests only upon certain limited
circumstances described in the Prospectus.
General procedures relating to the issuance of all Notes are set
forth in Part I hereof. Additionally, Notes issued in book-entry form will be
issued in accordance with the procedures set forth in Part II hereof and Notes
issued in certificated form will be issued in accordance with the procedures set
forth in Part III hereof. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Indenture or the Notes,
as the case may be.
9
PART I: PROCEDURES OF GENERAL
APPLICABILITY
Date of Issuance/
Authentication: Each Note will be dated as of the date of
its authentication by the Trustee. Each Note
shall also bear an original issue date (the
"Original Issue Date"). The Original Issue
Date shall remain the same for all Notes
subsequently issued upon transfer, exchange
or substitution of an original Note
regardless of their dates of authentication.
Maturities: Each Note will mature on a date selected by
the purchaser and agreed to by the Company
which is not less than nine months from its
Original Issue Date; provided, however, that
Notes bearing interest at rates determined
by reference to selected indices ("Floating
Rate Notes") will mature on an Interest
Payment Date.
Registration: Notes will be issued only in fully
registered form.
Calculation of Interest: In the case of Notes bearing interest at
fixed rates ("Fixed Rate Notes") interest
(including payments for partial periods)
will be calculated and paid on the basis of
a 360-day year of twelve 30-day months. In
the case of Floating Rate Notes, interest
will be calculated and paid on the basis of
the actual number of days in the interest
period divided by 360 for CD Rate,
Commercial Paper Rate, Eleventh District
Cost of Funds Rate, Federal Funds Rate,
Prime Rate or LIBOR Notes and on the basis
of the actual number of days in the interest
period divided by the actual number of days
in the year for CMT Rate or Treasury Rate
Notes.
Acceptance and
Rejection of Offers: The Company shall have the sole right to
accept offers to purchase Notes from the
Company and may reject any such offer in
whole or in part. Each Agent shall
communicate to the Company, orally or in
writing, each reasonable offer to purchase
Notes from the Company received by it. Each
Agent shall have the right, in its
discretion reasonably exercised, without
notice to the Company, to reject any offer
to purchase Notes through it in whole or in
part.
Preparation of Pricing If any offer to purchase a Note is accepted
Supplement: by the Company, the Company, with the
assistance of the Agent which presented such
offer (the "Presenting Agent"), will prepare
a Pricing Supplement reflecting the terms of
such Note and file such Pricing Supplement
relating to the Notes
2
10
and the plan of distribution thereof, if
changed (the "Supplemented Prospectus"),
with the Commission in accordance with Rule
424 under the Securities Act of 1933, as
amended (the "Act"). The Presenting Agent
will cause a stickered Supplemented
Prospectus to be delivered to the purchaser
of the Note.
In addition, the Company shall deliver each
completed Pricing Supplement, via next day
mail or telecopy to arrive no later than
11:00 A.M. on the Business Day following the
trade date, to the Presenting Agent at the
following locations:
If to ▇▇▇▇▇▇ Brothers Inc.:
ADP Prospectus Services
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Client Services Desk
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
also for record keeping purposes,
please send a copy to:
▇▇▇▇▇▇ Brothers Inc.
Ninth Floor
3 World Financial Center
New York, New York 10285-0900
Attention: MTN Desk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
3
11
If to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated
Tritech Services
▇▇-▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Final Prospectus Unit/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇/2775/2776
also, for record keeping purposes,
please send a copy to:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Headquarters
4 World Financial ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: MTN Product Management
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇.▇. ▇▇▇▇▇▇ Securities Inc.:
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: Medium-Term Note Desk
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Notes
Trading Desk/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
4
12
If to Banc of America Securities LLC:
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: Debt Financing Group/
Medium-Term Note Department
Telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone number: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇, Sachs & Co.:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium Term Note Desk/▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
In each instance that a Pricing Supplement
is prepared, the Agents will affix the
Pricing Supplement to Supplemented
Prospectuses prior to their use. Outdated
Pricing Supplements, and the Supplemented
Prospectuses to which they are attached
(other than those retained for files) will
be destroyed.
Settlement: The receipt of immediately available funds
by the Company in payment for a Note and the
authentication and delivery of such Note
shall, with respect to such Note, constitute
"settlement." Offers accepted by the Company
will be settled from three to five Business
Days after the Company's acceptance of the
offer, or at a time as the purchaser and the
Company shall agree, pursuant to the
timetable for settlement set forth in Parts
II and III hereof under "Settlement
Procedures" with respect to Book-Entry Notes
and Certificated Notes, respectively. If
procedures A and B of the applicable
Settlement Procedures with respect to a
particular offer are not completed on or
before the time set forth under the
applicable "Settlement Procedures
Timetable," such offer shall not be settled
until the Business Day following the
completion of settlement procedures A and B
or such later date as the purchaser and the
Company shall agree.
In the event of a purchase of Notes by any
Agent as principal, appropriate settlement
details will be as agreed
5
13
between the Agent and the Company pursuant
to the applicable Terms Agreement.
Procedure for Changing Rates or When a decision has been reached to change
Other Variable Terms: the interest rate or any other variable term
on any Notes being sold by the Company, the
Company will promptly advise the Agents and
the Agents will forthwith suspend
solicitation of offers to purchase such
Notes. The Agents will telephone the Company
with recommendations as to the changed
interest rates or other variable terms. At
such time as the Company advises the Agents
of the new interest rates or other variable
terms, the Agents may resume solicitation of
offers to purchase such Notes. Until such
time only "indications of interest" may be
recorded. Immediately after acceptance by
the Company of an offer to purchase at a new
interest rate or new variable term, the
Company, the Presenting Agent and the
Trustee shall follow the procedures set
forth under the applicable "Settlement
Procedures."
Suspension of Solicitation; The Company may instruct the Agents to
Amendment or Supplement: suspend solicitation of purchases at any
time. Upon receipt of such instructions the
Agents will forthwith suspend solicitation
of offers to purchase from the Company until
such time as the Company has advised them
that solicitation of offers to purchase may
be resumed. If the Company decides to amend
the Registration Statement (including
incorporating any documents by reference
therein) or supplement any of such documents
(other than to change rates or other
variable terms), it will promptly advise the
Agents and will furnish the Agents and their
counsel with copies of the proposed
amendment (including any document proposed
to be incorporated by reference therein) or
supplement. One copy of such filed document,
along with a copy of the cover letter sent
to the Commission, will be delivered or
mailed to the Agents at the following
respective addresses:
▇▇▇▇▇▇ Brothers Inc.
▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10285-0900
Attention: MTN Desk
6
14
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium-Term Note Department
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
4 World Financial ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: MTN Product Management
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Transaction Execution Group
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Manager - Continuously
Offered Products
Banc of America Securities LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: Debt Financing Group
Medium-Term Note Department
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium Term Note Desk/▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
In the event that at the time the
solicitation of offers to purchase from the
Company is suspended (other than to change
interest rates or other variable terms)
there shall be any orders outstanding which
have not been settled, the Company will
promptly advise the Agents and the Trustee
whether such orders may be settled and
whether copies of the Prospectus as
theretofore amended and/or supplemented as
in effect at the time of the suspension may
be delivered in connection with the
settlement of such orders. The Company will
have the sole responsibility for such
decision and for any arrangements which may
be made in the event that the Company
determines that such orders may not be
settled or that copies of such Prospectus
may not be so
7
15
delivered.
Delivery of Prospectus: A copy of the most recent Prospectus,
Prospectus Supplement and Pricing Supplement
must accompany or precede the earlier of (a)
the written confirmation of a sale sent to a
customer or his agent or (b) the delivery of
Notes to a customer or his agent.
Authenticity of Signatures: The Agents will have no obligations or
liability to the Company or the Trustee in
respect of the authenticity of the signature
of any officer, employee or agent of the
Company or the Trustee on any Note.
Documents Incorporated by The Company shall supply the Agents with an
Reference: adequate supply of all documents
incorporated by reference in the
Registration Statement.
Business Day: "Business Day" means any day that is not a
Saturday or Sunday, and that, in The City of
New York (and with respect to LIBOR Notes,
the City of London), is neither a legal
holiday nor a day on which banking
institutions are authorized or required by
law to close. For Notes the payment of which
is to be made in a currency other than U.S.
dollars or composite currencies (such
currency or composite currency in which a
Note is denominated is the "Specified
Currency"), a Business Day will not be a day
on which banking institutions are authorized
or required by law, regulation or executive
order to close in the Principal Financial
Center (as defined below) of the country
issuing such Specified Currency (or, in the
case of EUROs), is not a day that the TARGET
System (as defined below) is not open.
However, with respect to Notes for which
LIBOR is an applicable Interest Rate Basis,
the day must be also be a London Business
Day (as defined below). "London Business
Day" means (i) if the currency (including
composite currencies) specified in the
applicable Pricing Supplement as the
currency (the "Index Currency") for which
LIBOR is calculated is other than any day on
which dealings in the Index Currency are
transacted in the London interbank market or
(ii) if the Index Currency is the EURO, is
not a day on which payments in EURO cannot
be settled in the TARGET System. If no
currency or composite currency is specified
in the applicable Pricing Supplement, the
Index Currency shall be U.S. dollars.
"Principal Financial Center" means the
capital city of the country issuing the
currency or composite currency in which any
payment in respect of the Notes is to be
made or, solely
8
16
with respect to the calculation of LIBOR,
the Index Currency. "TARGET System" means
the Trans-European Automated Real-time Gross
Settlement Express Transfer System.
9
17
PART II: PROCEDURES FOR NOTES ISSUED IN BOOK-ENTRY
FORM
In connection with the qualification of Notes issued in book-entry
form for eligibility in the book-entry system maintained by DTC, the Trustee
will perform the custodial, document control and administrative functions
described below, in accordance with its respective obligations under a Letter of
Representation from the Company and the Trustee to DTC (the "Certificate
Agreement"), and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement System ("SDFS").
Issuance: All Fixed Rate Notes issued in book-entry
form having the same Original Issue Date,
interest rate and Stated Maturity
(collectively, the "Fixed Rate Terms") will
be represented initially by a single global
security in fully registered form without
coupons (each, a "Book-Entry Note"); and all
Floating Rate Notes issued in book-entry
form having the same Original Issue Date,
base rate upon which interest may be
determined (each, a "Base Rate"), which may
be the Commercial Paper Rate, the Treasury
Rate, LIBOR, the CD Rate, the CMT Rate, the
Eleventh District Cost of Funds Rate, the
Federal Funds Rate, the Prime Rate, any
other rate set forth by the Company, Initial
Interest Rate, Index Maturity, Spread or
Spread Multiplier, if any, the minimum
interest rate, if any, the maximum interest
rate, if any, and the Stated Maturity
(collectively, "Floating Rate Terms") will
be represented initially by a single
Book-Entry Note.
Each Book-Entry Note will be dated and
issued as of the date of its authentication
by the Trustee. Each Book-Entry Note will
bear an Interest Accrual Date, which will be
(a) with respect to an original Book-Entry
Note (or any portion thereof), its Original
Issue Date and (b) with respect to any
Book-Entry Note (or portion thereof) issued
subsequently upon exchange of a Book-Entry
Note or in lieu of a destroyed, lost or
stolen Book-Entry Note, the most recent
Interest Payment Date to which interest has
been paid or duly provided for on the
predecessor Book-Entry Note or Notes (or if
no such payment or provision has been made,
the Original Issue Date of the predecessor
Book-Entry Note or Notes), regardless of the
date of authentication of such subsequently
issued Book-Entry Note. No Book-Entry Note
shall represent any Note issued in
certificated form.
Identification: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service
10
18
Bureau") for the reservation of
approximately 900 CUSIP numbers which have
been reserved for and relating to Book-Entry
Notes and the Company has delivered to the
Trustee and DTC such list of such CUSIP
numbers. The Company will assign CUSIP
numbers to Book-Entry Notes as described
below under Settlement Procedure B. DTC will
notify the CUSIP Service Bureau periodically
of the CUSIP numbers that the Company has
assigned to Book-Entry Notes. The Trustee
will notify the Company at any time when
fewer than 100 of the reserved CUSIP numbers
remain unassigned to Book-Entry Notes, and,
if it deems necessary, the Company will
reserve additional CUSIP numbers for
assignment to Book-Entry Notes. Upon
obtaining such additional CUSIP numbers, the
Company will deliver a list of such
additional numbers to the Trustee and DTC.
Book-Entry Notes having an aggregate
principal amount in excess of $500,000,000
(or the equivalent thereof in one or more
foreign or composite currencies) and
otherwise required to be represented by the
same Global Certificate will instead be
represented by two or more Global
Certificates which shall all be assigned the
same CUSIP number.
Registration: Each Book-Entry Note will be registered in
the name of Cede & Co., as nominee for DTC,
on the register maintained by the Trustee
under the Indenture. The beneficial owner of
a Note issued in book-entry form (i.e., an
owner of a beneficial interest in a
Book-Entry Note) (or one or more indirect
participants in DTC designated by such
owner) will designate one or more
participants in DTC (with respect to such
Note issued in book-entry form, the
"Participants") to act as agent for such
beneficial owner in connection with the
book-entry system maintained by DTC, and DTC
will record in book-entry form, in
accordance with instructions provided by
such Participants, a credit balance with
respect to such Note issued in book-entry
form in the account of such Participants.
The ownership interest of such beneficial
owner in such Note issued in book-entry form
will be recorded through the records of such
Participants or through the separate records
of such Participants and one or more
indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by DTC
and, in turn, by Participants (and in
certain cases, one or more indirect
participants in DTC) acting on behalf of
beneficial transferors and
11
19
transferees of such Book-Entry Note.
Exchanges: The Trustee may deliver to DTC and the CUSIP
Service Bureau at any time a written notice
specifying (a) the CUSIP numbers of two or
more Book-Entry Notes Outstanding on such
date that represent Book-Entry Notes having
the same Fixed Rate Terms or Floating Rate
Terms, as the case may be, (other than
Original Issue Dates) and for which interest
has been paid to the same date; (b) a date,
occurring at least 30 days after such
written notice is delivered and at least 30
days before the next Interest Payment Date
for the related Notes issued in book-entry
form, on which such Book-Entry Notes shall
be exchanged for a single replacement
Book-Entry Note; and (c) a new CUSIP number,
obtained from the Company, to be assigned to
such replacement Book-Entry Note. Upon
receipt of such a notice, DTC will send to
its participants (including the Trustee) a
written reorganization notice to the effect
that such exchange will occur on such date.
Prior to the specified exchange date, the
Trustee will deliver to the CUSIP Service
Bureau written notice setting forth such
exchange date and the new CUSIP number and
stating that, as of such exchange date, the
CUSIP numbers of the Book-Entry Notes to be
exchanged will no longer be valid. On the
specified exchange date, the Trustee will
exchange such Book-Entry Notes for a single
Book-Entry Note bearing the new CUSIP number
and the CUSIP numbers of the exchanged
Book-Entry Notes will, in accordance with
CUSIP Service Bureau procedures, be
cancelled and not immediately reassigned.
Notwithstanding the foregoing, if the
Book-Entry Notes to be exchanged exceed
$500,000,000 (or the equivalent thereof in
one or more foreign or composite currencies)
in aggregate principal amount, one
replacement Book-Entry Note will be
authenticated and issued to represent
$500,000,000 of principal amount of the
exchanged Book-Entry Notes and an additional
Book-Entry Note or Notes will be
authenticated and issued to represent any
remaining principal amount of such
Book-Entry Notes (See "Denominations"
below).
Denominations: All Notes issued in book-entry form will be
denominated in U.S. dollars. Notes issued in
book-entry form will be issued in
denominations of $1,000 and any larger
denomination which is an integral multiple
of $1,000. Book-Entry Notes will be
denominated in principal amounts not in
excess of $500,000,000 (or the equivalent
12
20
thereof in one or more foreign or composite
currencies). If one or more Notes issued in
book-entry form having an aggregate
principal amount in excess of $500,000,000
would, but for the preceding sentence, be
represented by a single Book-Entry Note,
then one Book-Entry Note will be issued to
represent $500,000,000 principal amount of
such Note or Notes issued in book-entry form
and an additional Book-Entry Note or Notes
will be issued to represent any remaining
principal amount of such Note or Notes
issued in book-entry form. In such a case,
each of the Book-Entry Notes representing
such Note or Notes issued in book-entry form
shall be assigned the same CUSIP number.
Interest: General. Interest on each Note issued in
book-entry form will accrue from the
Interest Accrual Date of the Book-Entry Note
representing such Note. Each payment of
interest on a Note issued in book-entry form
will include interest accrued through and
including the day preceding, as the case may
be, the Interest Payment Date (provided that
in the case of Floating Rate Notes which
reset daily or weekly, interest payments
will include interest accrued to and
including the Regular Record Date
immediately preceding the Interest Payment
Date), or the Stated Maturity (the date on
which the principal of a Note becomes due
and payable as provided in the Indenture,
whether at the Stated Maturity or by
declaration of acceleration, redemption,
repayment or otherwise is referred to herein
as the "Maturity"). Interest payable at
Maturity of a Note issued in book-entry form
will be payable to the Person to whom the
principal of such Note is payable. DTC will
arrange for each pending deposit message
described under Settlement Procedure C below
to be transmitted to Standard & Poor's, a
division of the ▇▇▇▇▇▇-▇▇▇▇ Companies
("Standard & Poor's") which will use the
information in the message to include
certain terms of the related Book-Entry Note
in the appropriate daily bond report
published by Standard & Poor's.
Regular Record Dates. Unless otherwise
specified in the applicable Pricing
Supplement, the Regular Record Date with
respect to any Interest Payment Date for a
Fixed Rate Note or a Floating Rate Note
shall be the close of business on the date
15 calendar days (whether or not a Business
Day) preceding such Interest Payment Date.
Interest Payment Dates. Interest payments
will be made on each Interest Payment Date
commencing with the first
13
21
Interest Payment Date following the Original
Issue Date; provided, however, the first
payment of interest on any Book-Entry Note
originally issued between a Regular Record
Date and an Interest Payment Date will occur
on the Interest Payment Date following the
next Regular Record Date.
If an Interest Payment Date with respect to
any Floating Rate Note issued in book-entry
form would otherwise fall on a day that is
not a Business Day with respect to such
Note, such Interest Payment Date will be the
following day that is a Business Day with
respect to such Note, except that in the
case of a LIBOR Note, if such day falls in
the next calendar month, such Interest
Payment Date will be the preceding day that
is a London Business Day.
Fixed Rate Notes. Unless otherwise specified
in the applicable Pricing Supplement,
interest payments on Fixed Rate Notes issued
in book-entry form will be made
semi-annually on April 15 and October 15 of
each year and at Maturity.
Floating Rate Notes. Interest payments on
Floating Rate Notes issued in book-entry
form will be made as specified in the
Floating Rate Note.
Notice of Interest Payments and Regular
Record Dates. On the first Business Day of
March, June, September and December of each
year, the Trustee will deliver to the
Company and DTC a written list of Regular
Record Dates and Interest Payment Dates that
will occur during the six-month period
beginning on such first Business Day with
respect to Floating Rate Notes issued in
book-entry form. Promptly after each
Interest Determination Date for Floating
Rate Notes issued in book-entry form, the
Trustee will notify Standard & Poor's of the
interest rates determined on such Interest
Determination Date.
Payments of Principal and
Interest: Payments of Interest Only. Promptly after
each Regular Record Date, the Trustee will
deliver to the Company and DTC a written
notice specifying by CUSIP number the amount
of interest to be paid on each Book-Entry
Note on the following Interest Payment Date
(other than an Interest Payment Date
coinciding with Maturity) and the total of
such amounts. DTC will confirm the amount
payable on each Book-Entry Note on such
Interest Payment Date by
14
22
referring to the daily bond reports
published by Standard & Poor's. On such
Interest Payment Date, the Company will pay
to the Trustee, and the Trustee in turn will
pay to DTC, such total amount of interest
due (other than at Maturity), at the times
and in the manner set forth below under
"Manner of Payment".
Payments at Maturity. On or about the first
Business Day of each month, the Trustee will
deliver to the Company and DTC a written
list of principal, interest and premium, if
any, to be paid on each Book-Entry Note
maturing either at Stated Maturity or on a
Redemption Date in the following month. The
Trustee, the Company and DTC will confirm
the amounts of such principal and interest
payments with respect to a Book-Entry Note
on or about the fifth Business Day preceding
the Maturity of such Book-Entry Note. At
such Maturity the Company will pay to the
Trustee, and the Trustee in turn will pay to
DTC, the principal amount of such Note,
together with interest and premium, if any,
due at such Maturity, at the times and in
the manner set forth below under "Manner of
Payment". If any Maturity of a Book-Entry
Note is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day and no interest
shall accrue on such payment for the period
from and after such Maturity. Promptly after
payment to DTC of the principal, interest
and premium, if any, due at the Maturity of
such Book-Entry Note, the Trustee will
cancel such Book-Entry Note and deliver it
to the Company with an appropriate debit
advice. On the first Business Day of each
month, the Trustee will deliver to the
Company a written statement indicating the
total principal amount of Outstanding
Book-Entry Notes as of the immediately
preceding Business Day.
Manner of Payment. The total amount of any
principal, premium, if any, and interest due
on Book-Entry Notes on any Interest Payment
Date or at Maturity shall be paid by the
Company to the Trustee in funds available
for use by the Trustee as of 9:30 a.m., New
York City time, on such date. The Company
will make such payment on such Book-Entry
Notes by instructing the Trustee to withdraw
funds from an account maintained by the
Company at the Trustee. The Company will
confirm such instructions in writing to the
Trustee. Prior to 10:00 a.m., New York City
time, on such date or as soon as possible
thereafter, the Trustee will pay by separate
wire transfer (using Fedwire message entry
instructions in a form previously specified
15
23
by DTC) to an account at the Federal Reserve
Bank of New York previously specified by
DTC, in funds available for immediate use by
DTC, each payment of interest, principal and
premium, if any, due on a Book-Entry Note on
such date. Thereafter on such date, DTC will
pay, in accordance with its SDFS operating
procedures then in effect, such amounts in
funds available for immediate use to the
respective Participants in whose names such
Notes are recorded in the book-entry system
maintained by DTC. Neither the Company nor
the Trustee shall have any responsibility or
liability for the payment by DTC of the
principal of, or interest on, the Book-Entry
Notes to such Participants.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld
from any interest payment on a Note will be
determined and withheld by the Participant,
indirect participant in DTC or other Person
responsible for forwarding payments and
materials directly to the beneficial owner
of such Note.
Settlement Procedures: Settlement Procedures with regard to each
Note in book-entry form sold by each Agent,
as agent of the Company, will be as follows:
A. The Presenting Agent will advise the
Company by telephone of the following
Settlement Information:
1. Taxpayer identification number of
the purchaser.
2. Principal amount of the Note.
3. Fixed Rate Notes:
a) interest rate; and
b) redemption or optional repayment
dates, if any
Floating Rate Notes:
a) designation (which may be
"Regular Floating Rate Note,"
Floating Rate/Fixed Rate Note"
or "Inverse Floating Rate Note;"
b) interest rate basis or bases;
c) initial interest rate;
d) spread or spread multiplier, if
any;
16
24
e) interest rate reset dates;
f) interest rate reset period;
g) interest payment dates;
h) interest rate payment period;
i) index maturity;
j) calculation agent;
k) interest payment dates if any;
l) minimum interest rate, if any;
m) calculation date;
n) interest determination dates;
o) redemption or optional repayment
dates, if any; and
p) fixed rate (for Floating
Rate/Fixed Rate Notes and
Inverse Floating Rate Notes) and
fixed rate commencement date
(for Floating Rate/Fixed Rate
Notes).
4. Price to public of the Note.
5. Trade date.
6. Settlement Date (Original Issue
Date).
7. Stated Maturity.
8. Overdue rate (if any).
9. Extension periods, if any, and final
maturity date.
10. Optional reset dates, if any.
11. Net proceeds to the Company.
12. Agent's commission.
B. The Company will assign a CUSIP number
to the Book-Entry Note representing such
Note and then advise the Trustee by
electronic transmission of the above
settlement information received from the
Presenting Agent, such CUSIP number and
the name of the Agent.
C. The Trustee will communicate to DTC and
the Agent through DTC's Participant
Terminal System, a pending deposit
message specifying the following
settlement information:
17
25
1. The information set forth in
Settlement Procedure A.
2. Identification numbers of the
participant accounts maintained by
DTC on behalf of the Trustee and the
Agent.
3. Identification as a Fixed Rate
Book-Entry Note or Floating Rate
Book-Entry Note.
4. Initial Interest Payment Date for
such Note, number of days by which
such date succeeds the related
record date for DTC purposes (or, in
the case of Floating Rate Notes
which reset daily or weekly, the
date five calendar days preceding
the Interest Payment Date)
and, if then calculable, the amount
of interest payable on such Interest
Payment Date (which amount shall
have been confirmed by the Trustee).
5. CUSIP number of the Book-Entry Note
representing such Note.
6. Whether such Book-Entry Note
represents any other Notes issued or
to be issued in book-entry form.
7. The Trustee will advise the
Presenting Agent by telephone of the
CUSIP number as soon as possible.
D. The Company will complete and deliver to
the Trustee a Book-Entry Note
representing such Note in a form that
has been approved by the Company, the
Agents and the Trustee.
E. The Trustee will authenticate the
Book-Entry Note representing such Note.
F. DTC will credit such Note to the
participant account of the Trustee
maintained by DTC.
G. The Trustee will enter an SDFS deliver
order through DTC's Participant Terminal
System instructing DTC (i) to debit such
Note to the
18
26
Trustee's participant account and credit
such Note to the participant account of
the Presenting Agent maintained by DTC
and (ii) to debit the settlement account
of the Presenting Agent and credit the
settlement account of the Trustee
maintained by DTC, in an amount equal to
the price of such Note less such Agent's
commission. Any entry of such a deliver
order shall be deemed to constitute a
representation and warranty by the
Trustee to DTC that (i) the Book-Entry
Note representing such Note has been
issued and authenticated and (ii) the
Trustee is holding such Book-Entry Note
pursuant to the Medium Term Note
Certificate Agreement between the
Trustee and DTC.
H. The Presenting Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to
debit such Note to the Presenting
Agent's participant account and credit
such Note to the participant account of
the Participants maintained by DTC and
(ii) to debit the settlement accounts of
such Participants and credit the
settlement account of the Presenting
Agent maintained by DTC, in an amount
equal to the initial public offering
price of such Note.
I. Transfers of funds in accordance with
SDFS deliver orders described in
Settlement Procedures G and H will be
settled in accordance with SDFS
operating procedures in effect on the
Settlement Date.
J. The Trustee will credit to an account of
the Company maintained at the Trustee
funds available for immediate use in the
amount transferred to the Trustee in
accordance with Settlement Procedure G.
K. The Trustee will send a copy of the
Book-Entry Note by first class mail to
the Company together with a statement
setting forth the principal amount of
Notes Outstanding as of the related
Settlement Date after giving effect to
such transaction and all other offers to
purchase Notes of which the Company has
advised the Trustee but which have not
yet been settled.
L. The Agent will confirm the purchase of
such Note to the purchaser either by
transmitting to the
19
27
Participant with respect to such Note a
confirmation order through DTC's
Participant Terminal System or by
mailing a written confirmation to such
purchaser.
Settlement Procedures Timetable: For orders of Notes accepted by the Company,
Settlement Procedures "A" through "L" set
forth above shall be completed as soon as
possible but not later than the respective
times (New York City time) set forth below:
Settlement
Procedure Time
--------- ----
A-B 11:00 a.m. on the trade date
C 2:00 p.m. on the trade date
D 3:00 p.m. on the Business Day
before Settlement Date
E 9:00 a.m. on Settlement Date
F 10:00 a.m. on Settlement Date
G-H No later than 2:00 p.m. on
Settlement Date
I 4:45 p.m. on Settlement Date
▇-▇ 5:00 p.m. on Settlement Date
If a sale is to be settled more than one
Business Day after the sale date, Settlement
Procedures A, B and C may, if necessary, be
completed at any time prior to the specified
times on the first Business Day after such
sale date. In connection with a sale which
is to be settled more than one Business Day
after the trade date, if the initial
interest rate for a Floating Rate Note is
not known at the time that Settlement
Procedure A is completed, Settlement
Procedures B and C shall be completed as
soon as such rates have been determined, but
no later than 11:00 a.m. and 2:00 p.m., New
York City time, respectively, on the second
Business Day before the Settlement Date.
Settlement Procedure I is subject to
extension in accordance with any extension
of Fedwire closing deadlines and in the
other events specified in the SDFS operating
procedures in effect on the Settlement Date.
If settlement of a Note issued in book-entry
form is rescheduled or cancelled, the
Trustee will deliver to DTC, through DTC's
Participant Terminal system, a cancellation
message to such effect by no later than 2:00
p.m., New York City time, on the Business
Day immediately preceding the scheduled
Settlement Date.
20
28
Failure to Settle: If the Trustee fails to enter an SDFS
deliver order with respect to a Book-Entry
Note issued in book-entry form pursuant to
Settlement Procedure G, the Trustee may
deliver to DTC, through DTC's Participant
Terminal System, as soon as practicable a
withdrawal message instructing DTC to debit
such Note to the participant account of the
Trustee maintained at DTC. DTC will process
the withdrawal message, provided that such
participant account contains a principal
amount of the Book-Entry Note representing
such Note that is at least equal to the
principal amount to be debited. If
withdrawal messages are processed with
respect to all the Notes represented by a
Book-Entry Note, the Trustee will ▇▇▇▇ such
Book-Entry Note "cancelled," make
appropriate entries in its records and send
such cancelled Book-Entry Note to the
Company. The CUSIP number assigned to such
Book-Entry Note shall, in accordance with
CUSIP Service Bureau procedures, be
cancelled and not immediately reassigned. If
withdrawal messages are processed with
respect to a portion of the Notes
represented by a Book-Entry Note, the
Trustee will exchange such Book-Entry Note
for two Book-Entry Notes, one of which shall
represent the Book-Entry Notes for which
withdrawal messages are processed and shall
be cancelled immediately after issuance, and
the other of which shall represent the other
Notes previously represented by the
surrendered Book-Entry Note and shall bear
the CUSIP number of the surrendered
Book-Entry Note.
If the purchase price for any Book-Entry
Note is not timely paid to the Participants
with respect to such Note by the beneficial
purchaser thereof (or a person, including an
indirect participant in DTC, acting on
behalf of such purchaser), such Participants
and, in turn, the related Agent may enter
SDFS deliver orders through DTC's
Participant Terminal System reversing the
orders entered pursuant to Settlement
Procedures G and H, respectively.
Thereafter, the Trustee will deliver the
withdrawal message and take the related
actions described in the preceding
paragraph. If such failure shall have
occurred for any reason other than default
by the applicable Agent to perform its
obligations hereunder or under the
Distribution Agreement, the Company will
reimburse such Agent on an equitable basis
for its loss of the use of funds during the
period when the funds were credited to the
account of the Company.
21
29
Notwithstanding the foregoing, upon any
failure to settle with respect to a
Book-Entry Note, DTC may take any actions in
accordance with its SDFS operating
procedures then in effect. In the event of a
failure to settle with respect to a Note
that was to have been represented by a
Book-Entry Security also representing other
Notes, the Trustee will provide, in
accordance with Settlement Procedures D and
E, for the authentication and issuance of a
Book-Entry Note representing such remaining
Notes and will make appropriate entries in
its records.
22
30
PART III: PROCEDURES FOR NOTES ISSUED IN CERTIFICATED
FORM
Denominations: The Notes will be issued in denominations of
U.S. $1,000 and integral multiples of U.S.
$1,000 in excess thereof.
Interest: Each Note will bear interest in accordance
with its terms. Interest will begin to
accrue on the Original Issue Date of a Note
for the first interest period and on the
most recent interest payment date to which
interest has been paid for all subsequent
interest periods. Each payment of interest
shall include interest accrued to, but
excluding, the date of such payment. Unless
otherwise specified in the applicable
Pricing Supplement, interest payments in
respect of Fixed Rate Notes will be made
semi-annually on April 15 and October 15 of
each year and at Maturity. However, the
first payment of interest on any Note issued
between a Record Date and an Interest
Payment Date will be made on the Interest
Payment Date following the next succeeding
Record Date. Unless otherwise specified in
the applicable Pricing Supplement, the
Record Date for any payment of interest
shall be the close of business 15 calendar
days prior to the applicable Interest
Payment Date. Interest at Maturity will be
payable to the person to whom the principal
is payable.
Notwithstanding the above, in the case of
Floating Rate Notes which reset daily or
weekly, interest payments shall include
accrued interest from, and including, the
date of issue or from, but excluding, the
last date in respect of which interest has
been accrued and paid, as the case may be,
through, and including, the record date
which is 15 calendar days immediately
preceding such Interest Payment Date (the
"Record Date"), except that at Maturity the
interest payable will include interest
accrued to, but excluding, the Maturity
date. For additional special provisions
relating to Floating Rate Notes, see the
Prospectus Supplement.
23
31
Payments of Principal and
Interest: Upon presentment and delivery of the Note,
the Trustee will pay the principal amount of
each Note at Maturity and the final
installment of interest in immediately
available funds received from the Company.
All interest payments on a Note, other than
interest due at Maturity, will be made by
check drawn on the Trustee and mailed by the
Trustee to the person entitled thereto as
provided in the Note. However, holders of
ten million dollars or more in aggregate
principal amount of Notes (whether having
identical or different terms and provisions)
shall be entitled to receive payments of
interest, other than at Maturity, by wire
transfer in immediately available funds to a
designated account maintained in the United
States upon receipt by the Trustee of
written instructions from such a holder not
later than the regular Record Date for the
related Interest Payment Date. Any payment
of principal or interest required to be made
on an Interest Payment Date or at Maturity
of a Note which is not a Business Day need
not be made on such day, but may be made on
the next succeeding Business Day with the
same force and effect as if made on the
Interest Payment Date or at Maturity, as the
case may be, and no interest shall accrue
for the period from and after such Interest
Payment Date or Maturity.
The Trustee will provide monthly to the
Company a list of the principal and interest
to be paid on Notes maturing in the next
succeeding month. The Trustee will be
responsible for withholding taxes on
interest paid as required by applicable law,
but shall be relieved from any such
responsibility if it acts in good faith and
in reliance upon an opinion of counsel.
Notes presented to the Trustee at Maturity
for payment will be cancelled by the
Trustee. All cancelled Notes held by the
Trustee shall be destroyed, and the Trustee
shall furnish to the Company a certificate
with respect to such destruction.
24
32
Settlement Procedures: Settlement Procedures with regard to each
Note purchased through any Agent, as agent,
shall be as follows:
A. The Presenting Agent will advise the
Company by telephone of the following
Settlement information with regard to
each Note:
1. Exact name in which the Note is to
be registered (the "Registered
Owner").
2. Exact address or addresses of the
Registered Owner for delivery,
notices and payments of principal
and interest.
3. Taxpayer identification number of
the Registered Owner.
4. Principal amount of the Note.
5. Denomination of the Note.
6. Fixed Rate Notes:
a) interest rate; and
b) redemption or optional repayment
dates, if any.
Floating Rate Notes:
a) designation (which may be
"Regular Floating Rate Note,"
"Floating Rate/Fixed Note" or
"Inverse Floating Rate Note;"
b) interest rate basis or bases;
c) initial interest rate;
d) spread or spread multiplier, if
any;
e) interest rate reset dates;
f) interest rate reset period;
g) interest payment dates;
h) interest payment period;
i) index maturity;
j) calculation agent;
k) maximum interest rate, if any;
l) minimum interest rate, if any;
m) calculation date;
25
33
n) interest determination date;
o) redemption or optional repayment
dates, if any; and
p) fixed rate (for Floating
Rate/Fixed Rate Notes and
Inverse Floating Rate Notes) and
fixed rate commencement date
(for Floating Rate/Fixed Rate
Notes).
7. Price to public of the Note.
8. Settlement date (Original Issue
Date).
9. Stated Maturity.
10. Overdue rate (if any).
11. Extension periods, if any, and final
maturity date.
12. Optional reset dates, if any.
13. Net proceeds to the Company.
14. Agent's Commission.
B. The Company shall provide to the Trustee
the above Settlement information
received from the Agent and shall cause
the Trustee to issue, authenticate and
deliver Notes. The Company also shall
provide to the Trustee and/or Agent a
copy of the applicable Pricing
Supplement.
C. The Trustee will complete the preprinted
4-ply Note packet containing the
following documents in forms approved by
the Company, the Presenting Agent and
the Trustee:
1. Note with Agent's customer
confirmation.
2. Stub 1 - for Trustee.
3. Stub 2 - for Agent.
4. Stub 3 - for the Company.
26
34
D. With respect to each trade, the Trustee
will deliver the Notes and Stub 2
thereof to the Presenting Agent at the
following applicable address:
If to ▇▇▇▇▇▇ Brothers Inc.:
Chase Manhattan Bank
Ground Floor, Receive Window
4 New York Plaza
FAO ▇▇▇▇▇▇ Brothers
New York, New York
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.:
The Bank of New York
Dealer Clearance Department
▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: For the Account of ▇▇▇▇▇▇▇
▇▇▇▇▇ Barney Inc.
If to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated:
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Money Markets Clearance
Concourse Level, N.S.C.C. Window
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ -- ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇ ▇▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇.▇. ▇▇▇▇▇▇ Securities Inc.:
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10041
Attention: Window 17 or 18
27
35
If to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated:
The Bank of New York
Dealer Clearance Department
3rd Floor, Window 3B
▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: For the Account of ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated
If to Banc of America Securities LLC:
▇/▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, Window B
New York, New York 10286
Attention: ▇▇▇ Cangelus
Account #: 076854/NationsBanc
▇▇▇▇▇▇▇▇▇▇ Securities LLC
If to ▇▇▇▇▇▇▇, Sachs & Co.:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Medium Term Note Desk
The Trustee will keep Stub 1. The Presenting
Agent will acknowledge receipt of the Note
through a broker's receipt and will keep
Stub 2. Delivery of the Note will be made
only against such acknowledgement of
receipt. Upon determination that the Note
has been authorized, delivered and completed
as aforementioned, the Presenting Agent will
wire the net proceeds of the Note after
deduction of its applicable commission to
the Company pursuant to standard wire
instructions given by the Company.
E. The Presenting Agent will deliver the
Note (with confirmations), as well as a
copy of the Prospectus and any
applicable Prospectus Supplement or
Supplements received from the Trustee to
the purchaser against payment in
immediately available funds.
F. The Trustee will send Stub 3 to the
Company.
28
36
Settlement Procedures Timetable: For offers accepted by the Company,
Settlement Procedures "A" through "F" set
forth above shall be completed on or before
the respective times set forth below:
Settlement
Procedure Time
--------- ----
A-B 3:00 PM on Business Day prior
to settlement
C-D 2:15 PM on day of settlement
E 3:00 PM on day of settlement
F 5:00 PM on day of settlement
Failure to Settle: In the event that a purchaser of a Note from
the Company shall either fail to accept
delivery of or make payment for a Note on
the date fixed for settlement, the
Presenting Agent will forthwith notify the
Trustee and the Company by telephone,
confirmed in writing, and return the Note to
the Trustee.
The Trustee, upon receipt of the Note from
the Agent, will immediately advise the
Company and the Company will promptly
arrange to credit the account of the
Presenting Agent in an amount of immediately
available funds equal to the amount
previously paid by such Agent in settlement
for the Note. Such credits will be made on
the settlement date if possible, and in any
event not later than the Business Day
following the settlement date; provided that
the Company has received notice on the same
day. If such failure shall have occurred for
any reason other than failure by such Agent
to perform its obligations hereunder or
under the Distribution Agreement, the
Company will reimburse such Agent on an
equitable basis for its loss of the use of
funds during the period when the funds were
credited to the account of the Company.
Immediately upon receipt of the Note in
respect of which the failure occurred, the
Trustee will cancel and destroy the Note,
make appropriate entries in its records to
reflect the fact that the Note was never
issued, and accordingly notify in writing
the Company.
29
