Exhibit 4.16
[Form of Certificated Floating Rate Registered Security--United States]
[Form of Face]
NOTE NUMBER AGENT'S NAME
ASHLAND INC.
_____________________________________________________
PRINCIPAL AMOUNT SETTLEMENT DATE TRADE DATE
U.S.$ (ORIGINAL ISSUE DATE)
________________________________________________________________________________
MATURITY DATE TRUSTEE'S CUST. NO. INTEREST RATE TAXPAYER ID TRANSFERRED
OR SOC. SEC.
NO. OF
PURCHASER
________________________________________________________________________________
NAME AND ADDRESS OF REGISTERED OWNER MEDIUM-TERM
NOTE
PROGRAM
CITIBANK, N.A.
TRUSTEE
________________________________________________________________________________
CUSTOMER'S RETAIN FOR THE TIME OF THE PLEASE SIGN SEE
COPY TAX PURPOSES TRANSACTION WILL BE AND RETURN REVERSE SIDE
FURNISHED UPON REQUEST
OF THE CUSTOMER
________________________________________________________________________________
________________________________________________________________________________
REGISTERED REGISTERED
ASHLAND INC.
MEDIUM-TERM NOTE, SERIES H
Due Nine Months or More From Date Of Issue
NO.(Floating Rate)U.S.$
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
REDEMPTION DATE:
CALCULATION AGENT: INDEX MATURITY: SPREAD: +/-
- 1 MONTH SPREAD MULTIPLIER %
- 3 MONTHS
- 6 MONTHS
- 1 YEAR
INTEREST RATE BASIS: [ ] 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 U.S. DOLLARS on the Maturity Date specified above,
and to pay
interest thereon at a rate per annum equal to the Initial Interest Rate
specified above until the first Interest Reset Date specified above following
the Original Issue Date specified above and thereafter at a rate determined in
accordance with the provisions on the reverse hereof under the heading
"Determination of Commercial Paper Rate", "Determination of Prime Rate",
"Determination of LIBOR", "Determination of Treasury Rate", "Determination of
Federal Funds Rate" or "Determination of CD Rate", depending upon whether the
Interest Rate Basis specified above is the Commercial Paper Rate, Prime Rate,
LIBOR, Treasury Rate, Federal Funds Rate or CD Rate, which rate may be adjusted
by adding or subtracting the Spread or multiplying by the Spread Multiplier (as
such terms are defined below) depending on whether a Spread or Spread Multiplier
is designated above, until the principal hereof is paid or duly made available
for payment. In addition, a Floating Rate Note may bear interest at the lowest
or highest or average of two or more interest rate formulae. The "Spread", if
any, is the number of basis points designated above, and the "Spread
Multiplier", if any, is the percentage designated above. The Company will pay
interest monthly, quarterly, semi-annually or annually as specified above under
"Interest Payment Period", commencing with the first Interest Payment Date
specified above next succeeding the Original Issue Date and thereafter on the
Interest Payment Dates as specified above, and on the Maturity Date. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest set forth above
(whether or not a Business Day), next preceding such Interest Payment Date;
provided, however, that interest payable at Maturity shall be payable to the
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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 exchange, all as more fully provided in said
Indenture. Payment of the principal, premium, if any, and interest on this
Security will be made at the principal corporate trust office of the Trustee in
the Borough of Manhattan, The City of New York, or such other office or agency
of the Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York (the "Paying Agent"), 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. 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
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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 __________________________
Senior Vice President
(Seal) Attest:
_________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the Series designated therein referred to in
the within-mentioned Indenture.
Dated:
CITIBANK, N.A.
As Trustee
By _____________________
Authorized Officer
[Form of Reverse]
ASHLAND INC.
MEDIUM-NOTE, SERIES H
(Floating Rate)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of August 15, 1989, as amended and restated
as of August 15, 1990 (herein called the "Indenture"), between the Company and
Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof.
This Security may not be redeemed prior to the Redemption Date set
forth on the face hereof. If no Redemption Date is so set forth, this Security
is not redeemable prior to the Maturity Date. On or after the Redemption Date
set forth on the face hereof, this Security is redeemable in whole or in part in
increments of U.S. $1,000 at the option of the Company at a redemption price
equal to 100% of the principal amount to be redeemed together with interest
thereon to the date of redemption.
Notice of redemption will be given by mail to Holders of Securities,
not more than 60 nor less than 30 days prior to the date fixed for redemption,
all as provided in the Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
surrender hereof.
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 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(509), available through the world wide web
site of the Board of Governors of the Federal Reserve System at
▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇▇/▇▇▇/▇▇▇▇▇▇ (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 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
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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.
"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
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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 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.
(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,
---------
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 ▇▇▇▇▇ 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 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 ▇▇▇▇▇ 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 equiva lent 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 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, however, that if fewer than three brokers selected as aforesaid by the
-----------------
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 nego tiable 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 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 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 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; provided, however, that if the interest
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rate with respect to this Security is reset daily or weekly, interest payable on
any Interest Payment Date, other than interest payable on any date on which
principal hereof is payable, will include interest accrued from but excluding
the second preceding Regular Record Date, or from and including the date of
issue, if no interest has been paid with respect to such Note, to and including
the next preceding Regular Record Date. Accrued interest hereon from and
including the Original Issue Date, or from but excluding the last date to which
interest hereon has been paid or duly provided for, as the case may be, will be
an amount calculated by multiplying the face amount hereof by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factor calculated for each day from and including the Original Issue
Date, or from 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 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 not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal, premium, if any, or interest on this
Security on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company which is
absolute
and unconditional, to pay the principal, premium, if any, and interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
corporate trust office of the Trustee or such other office or agency as may be
designated by the Company in the Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this Series and of like tenor, of authorized
denominations and with like terms and conditions and for the same aggregate
principal amount will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form,
without coupons, in denominations of $1,000 and any integral multiple of $1,000
in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination and with like terms and conditions, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.
________________
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
