Exhibit 4.18
[Form of Global Floating Rate Note]
[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
U.S. BANK National Association
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 (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) 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 K
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: |_| COMMERCIAL |_| LIBOR |_| TREASURY |_| PRIME
PAPER RATE RATE RATE
|_| FEDERAL FUNDS |_| 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: |_| YES (see attached) |_| 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
, or registered assigns, the principal sum of
3
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,
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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 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
4
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
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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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: ASHLAND INC.
By ________________________
Treasurer
[Seal] Attest:
________________________
Assistant Secretary
6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated therein referred to in
the within-mentioned Indenture.
Dated:
U.S. BANK National Association
As Trustee
By _____________________
Authorized Signatory
7
[Form of Reverse]
ASHLAND INC.
MEDIUM-TERM, SERIES K
(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 (herein called the "Indenture"), between
the Company and U.S. Bank National Association, 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 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
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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) with respect to LIBOR Notes, a London Banking Day, (c) with respect to
Foreign Currency Notes (other than Foreign Currency Notes denominated in euro
only), not a day on which banking institutions are authorized or required by law
or regulation to be closed in the principal financial center in the country of
the Specified Currency and (d) with respect to Foreign Currency Notes
denominated in euro, any date on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is open. "London Banking Day"
means any day on which 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
9
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) on such date of the rate 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" ("H.15(519)") under the
heading "Commercial Paper - Nonfinancial". In the event that such rate is not
published prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Commercial Paper Rate
on such Interest Determination Date will be the Money Market Yield of the rate
for commercial paper having the Index Maturity specified on the face hereof as
published in the daily update of H.15(519), available through the world wide web
site of the Board of Governors of the Federal Reserve System at
xxxx://xxx.xxx.xxx.xxx.xx/xxxxxxxx/x00/xxxxxx (the "H.15 Daily Update") under
the heading "Commercial Paper -- Nonfinancial" (with an Index Maturity of one
month or three months being deemed to be equivalent to an Index Maturity of 30
days or 90 days respectively), or any successor site or publication or heading.
If by 3:00 P.M., New York City time, on such Calculation Date such rate is not
yet published in either H.15(519) or H.15 Daily Update (or in any successor
publications), the Commercial Paper Rate for that Interest Determination Date
will be the Money Market Yield of the arithmetic mean, as calculated by the
Calculation Agent on such Calculation Date, of the offered rates, as of 11:00
A.M., New York City time, on that Interest Determination Date, of three leading
dealers of commercial paper in The City of New York selected by the Calculation
Agent (which may include one or more of the Agents or their affiliates) for
commercial paper having the Index Maturity specified on the face hereof placed
for a non-financial issuer whose bond rating is "Aa", or the equivalent, from a
nationally recognized rating agency; provided, however, that if fewer than three
-----------------
dealers selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in
effect on such Interest Determination Date.
10
"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:
Money Market Yield = D x 360 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 rate set forth on such date in H.15(519) under
the heading "Bank Prime Loan", or any successor publication or heading. If the
rate is not published in H.15(519) prior to 3:00 P.M., New York City time, on
the Calculation Date, then the Prime Rate will be the rate on such Interest
Determination Date as published in H.15 Daily Update opposite the caption "Bank
Prime Loan". In the event that such rate is not published in either H.15(519) or
H.15 Daily Update prior to 3:00 P.M., New York City time, on such Interest
Determination Date, then the Prime Rate will be determined by the Calculation
Agent and will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME1 Page, or any
successor screen or page, as such bank's prime rate or base lending rate as in
effect for that Interest Determination Date at 11:00 A.M. New York City time. If
fewer than four such rates appear on the Reuters Screen USPRIME1 Page for the
Interest Determination Date, the Prime Rate will be the arithmetic mean of the
announced prime rates quoted (on the basis of the actual number of days in the
year divided by 360) as of the close of business on such Interest Determination
Date by at least three major money center banks in The City of New York (which
may include the Agents or their affiliates) selected by the Calculation Agent.
If fewer than two such quotations are provided, the Prime Rate shall be
determined on the basis of the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies organized and doing
business under the laws of the United States, or any state thereof, having total
equity capital of at least $500 million and being subject to supervision or
examination by
11
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
then in effect on such Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display on the Reuter Monitor
Money Rates Service (or any successor service) on the "USPRIME1" page (or such
other page as may replace the USPRIME1 page on such service) for the purpose of
displaying prime rates or base lending rates of major United States banks.
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:
(i) With respect to each Interest Determination Date, LIBOR will be
either (a) if "LIBOR Reuters" is specified on the face hereof, the
arithmetic mean of the offered rates for deposits in the Index Currency
having the Index Maturity specified on the face hereof, commencing on the
applicable Interest Reset Date, that appear (or, if only a single rate is
required as aforesaid, appears) on the Designated LIBOR Page as of 11:00
A.M., London time, on such LIBOR Interest Determination Date, if at least
two of these offered rates appear on the Designated LIBOR Page (if the
Designated LIBOR Page by its terms provides for only a single rate, that
single rate will be used regardless of the foregoing provisions requiring
more than one rate), (b) if "LIBOR Telerate" is specified on the face
hereof as the method for calculating LIBOR, the rate for deposits in the
Index Currency having the Index Maturity specified on the face hereof,
commencing on such Interest Reset Date, that appears on the Designated
LIBOR Page as of 11:00 A.M., London time, on such Interest Determination
Date or (c) if neither "LIBOR REUTERS" nor "LIBOR Telerate" is specified on
the face hereof as the method for calculating LIBOR, the rate as if "LIBOR
Telerate" had been so specified. If fewer than two such offered rates so
appear, or if no such rate so appears, as applicable, LIBOR on such
Interest Determination Date will be determined in accordance with the
provisions described in clause (ii) below.
12
(ii) With respect to an Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on
the Designated LIBOR Page as specified in clause (i) above, the Calculation
Agent will request the principal London office of each of four major
reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered
quotation for deposits in the Index Currency for the period of the Index
Maturity specified on the face hereof, commencing on the applicable
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination
Date and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time. If at least
two such quotations are so provided, then LIBOR on such Interest
Determination Date will be the arithmetic mean of such quotations. If fewer
than two such quotations are so provided, then LIBOR on such Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center, on
such Interest Determination Date by three major banks in such Principal
Financial Center (which may include the Agents or their affiliates)
selected by the Calculation Agent for loans in the Index Currency to
leading European banks, having the Index Maturity specified on the face
hereof and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time; provided,
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however, that if the banks so selected by the Calculation Agent are not
-------
quoting as mentioned in this sentence, LIBOR determined as of such LIBOR
Interest Determination Date will be LIBOR in effect on such Interest
Determination Date.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on
the face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the applicable Index Currency, or (b)
if "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the display on the Dow Xxxxx Telerate Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London
13
interbank rates of major banks for the applicable Index Currency.
"Principal Financial Center" means the capital city of the country
issuing the Index Currency, except that with respect to United States dollars,
Australian dollars, Deutsche marks, Dutch guilders, Italian lire and Swiss
francs, the Principal Financial Center shall be The City of New York, Sydney,
Frankfurt, Amsterdam, Milan and Zurich, respectively.
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, the rate from the most recent auction of direct obligations of the United
States ("Treasury bills") having the Index Maturity specified on the face hereof
as such rate appears on the display designated as Page 56 or the display
designated as Page 57 on the Dow Xxxxx Telerate Service under the heading "AVGE
INVEST YIELD", or any successor publication or heading, 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 auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) for such auction as otherwise announced by the United States
Department of the Treasury. In the event that the results of the auction of
Treasury bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such date, or if no such auction is held in a particular week, then the Treasury
Rate shall be the rate as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market", or any successor
publication or heading. In the event that such rate is not so published by 3:00
P.M., New York City time, on the relevant Calculation Date, then the Treasury
Rate shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean, as
calculated by the Calculation Agent on such Calculation Date, 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 in The City of New York selected by the Calculation Agent
(which may include one or more of the Agents or their affiliates), for the issue
of
14
Treasury bills with a remaining maturity closest to the specified Index
Maturity; provided, however, that if fewer than three of the dealers selected as
-----------------
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Treasury Rate will be the Treasury Rate in effect on such Interest
Determination Date.
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, the rate on such date for Federal Funds as
published in H.15(519) under the heading "Federal Funds (Effective)", or any
successor publication or heading. In the event that such rate is not published
prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to
such Interest Determination Date, then the Federal Funds Rate will be the rate
on such Interest Determination Date for United States dollar federal funds as
published in H.15 Daily Update under the heading "Federal Funds (Effective)", or
any successor publication or heading. If by 3:00 P.M., New York City time, on
such Calculation Date such rate is not yet published in either H.15(519) or H.15
Daily Update (or in any successor publications), the Federal Funds Rate for that
Interest Determination Date shall be the arithmetic mean, as calculated by the
Calculation Agent on such Calculation Date, of the rates for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York as of 9:00 a.m., New York
City time, on such Federal Funds Rate Interest Determination Date; provided,
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however, that if fewer than three brokers selected as aforesaid by the
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Calculation Agent are quoting as mentioned in this sentence, the Federal Funds
Rate 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 CD Rate 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 any successor publication or heading. In
the event that such rate is not published prior to 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination
15
Date, then the CD Rate shall be the rate on such Interest Determination Date set
forth in H.15 Daily Update for that day in respect of negotiable certificates of
deposit having the Index Maturity specified on the face hereof under the caption
"CDs (Secondary Market)". If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not yet published in either H.15(519) or H.15
Daily Update (or in any successor publications), the CD Rate for that Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the secondary market offered rates, as of 10:00 A.M., New
York City time, on that Interest Determination Date, of three leading nonbank
dealers of 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 negotiable certificates of deposit, with a remaining maturity closest
to the Index Maturity specified on the face hereof in a denomination of
$5,000,000; provided, however, that if fewer than three dealers selected as
-----------------
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the CD Rate 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 Business
Day is in the next succeeding calendar month, such Interest Payment Date (other
than an
16
Interest Payment Date at Maturity) shall be the immediately preceding
Business 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 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 first to occur of (a) the tenth
calendar day after the Interest Determination Date, or, if that day is not a
Business Day, the next succeeding Business Day or (b) the Business Day preceding
the applicable Interest Payment Date or Maturity of that Note, as the case may
be. However, LIBOR will be calculated on the LIBOR Interest Determination Date.
Interest payments for this Security will include interest
accrued to but excluding the Interest Payment 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 the case may be,
will be an amount calculated by multiplying the face amount hereof by an accrued
interest factor. Such
17
accrued interest factor will be computed by adding the interest factor
calculated for each day from and including the Original Issue Date, or from but
excluding 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, the Prime 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. 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 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
18
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 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.
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
19
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 Cincinnati, Ohio, 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.
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.
20
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.
21
___________________
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