EXHIBIT 4.2
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FORM OF FLOATING RATE NOTE
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[Face of Note]
CUSIP NO.____ TUPPERWARE FINANCE COMPANY B.V.
REGISTERED
NO. FLR__ MEDIUM-TERM NOTE, SERIES A PRINCIPAL AMOUNT:$____
UNCONDITIONALLY GUARANTEED BY
TUPPERWARE CORPORATION
If this Security is a global Security, the following legend is
applicable: Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co., or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein. THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
The following summary of terms is subject to the information set forth
herein:
SPECIFIC CURRENCY: EXCHANGE RATE AGENT
(If other than U.S. Dollars): (If Specified Currency is
other than U.S. Dollars):
EXCHANGE RATE: U.S. $1.00 = _____
OPTIONAL REDEMPTION: [_] YES [_] NO
ORIGINAL ISSUE DATE:
INITIAL REDEMPTION DATE:
REDEMPTION PERIODS:
STATED MATURITY: INITIAL REDEMPTION PERCENTAGE:
ANNUAL PERCENTAGE
REDEMPTION REDUCTION:
AUTHORIZED DENOMINATIONS REDEMPTION PRICE: The Initial Redemption Percentage,
(If other than $100,000 and integral multiples as adjusted downward by the Annual Percentage Redemption
of $1,000 in excess thereof or if Specified Reduction on each anniversary of the Initial Redemption Date
Currency is other than U.S. Dollars): (until the adjusted percentage is 100%), multiplied by the
unpaid Principal Amount of the Security or the portion thereof
to be redeemed.
FORM: [_] GLOBAL OPTION TO ELECT REPAYMENT: [_] YES [_] NO
[_] CERTIFICATED
PAYING AGENT (If other than the Trustee): OPTIONAL REPAYMENT DATE[S]:
INTEREST RATE BASIS: OPTIONAL REPAYMENT PRICE[S]:
INDEX MATURITY:
REGULAR RECORD DATES:
INTEREST PAYMENT DATES: OPTIONAL INTEREST RESET: [_] YES [_] NO
INITIAL INTEREST RATE:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
SPREAD:
SPREAD MULTIPLIER:
RESERT PERIOD:
INTEREST RESET DATES:
INTEREST DETERMINATION DATES:
CALCULATION AGENT:
OVERDUE RATE: OPTIONAL INTEREST RESET DATE[S]:
DEPOSITARY: OPTIONAL EXTENSIONS OF ORIGINAL STATED
MATURITY DATE: [_] YES [_] NO
EXTENSION PERIODS:
NUMBER OF EXTENSION PERIODS:
AMORTIZING SECURITY: [_] YES [_] NO
FINAL MATURITY DATE:
ANNEX ATTACHED (and
incorporated by reference herein): [_] YES [_] NO OTHER PROVISIONS:
If this Security was issued with "original issue discount" for
purposes of Section 1273 of the Internal Revenue Code of 1986, as amended, the
following shall be completed:
ORIGINAL ISSUE DISCOUNT SECURITY: [_] YES [_] NO ISSUE PRICE (expressed as a percentage of aggregate principal amount):
YIELD TO MATURITY:
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TUPPERWARE FINANCE COMPANY B.V., a corporation organized and existing
under the laws of The Netherlands (herein called the "Company," which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to __________________________________
___________________________________________________________ or registered
assigns, the principal sum specified above on the Stated Maturity shown above,
and to pay interest thereon from and including the Original Issue Date shown
above or from and including the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, as
the case may be.
Interest will be paid on the Interest Payment Date or Dates specified
above, at the rate per annum determined in accordance with the provisions on the
reverse hereof, depending on the Interest Rate Basis, the Spread, if any, and/or
the Spread Multiplier, if any, specified above, commencing with the first such
Interest Payment Date next succeeding the Original Issue Date shown above
(except as provided below) until the principal hereof is paid or made available
for payment and on the Stated Maturity, and, if specified above, interest will
accrue on any overdue principal and on any overdue installment of interest (to
the extent that such interest is legally enforceable) at the Overdue Rate per
annum specified above. 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 in the Security register at the close of business on
the regular record date specified above (a "Regular Record Date") next preceding
such Interest Payment Date; provided, however, that interest payable at maturity
will be payable to the person to whom principal will be payable. The first
payment of interest on any Security originally issued between a Regular Record
Date and the next Interest Payment Date will be made on the Interest Payment
Date following the next succeeding Regular Record Date to the Holder on such
next succeeding Regular Record Date. 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 whereof is to be given to Holders of Securities not less than 10
calendar 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 may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
If this Security is a Global Security as specified above, while this
Security is represented by one or more Global Securities registered in the name
of the Depositary or its nominee, the Company will cause payments of principal
of, premium, if any, and interest on such Global Securities to be made to the
Depositary or its nominee, as the case may be, by wire transfer to the extent,
in the funds and in the manner required by agreements with, or regulations or
procedures prescribed from time to time by, the Depositary or its nominee, and
otherwise in accordance with such agreements, regulations and procedures.
If this Security is a certificated Security as specified above,
payments of interest and, if this Security is an Amortizing Security as
specified above, principal on this Security (other than interest, and if this
Security is an Amortizing Security, principal payable at Stated Maturity) will
be made by mailing a check to the Holder at the address of the Holder appearing
in the Security register on the applicable Regular Record Date. Notwithstanding
the foregoing, at the option of the Company, all payments of interest and, if
this is an Amortizing Security, principal on this Security may be made by wire
transfer of immediately available funds to an account designated by the Holder
at a bank located in the United States.
Payment of principal of, premium, if any, and interest on this
Security will be made in the Specified Currency specified above; provided,
however, that, if this Security is denominated in other than U.S. dollars,
payments of principal, premium, if any, and interest on this Security will
nevertheless be made in U.S. dollars: (a) at the option of the Holder of this
Security under the procedures described in the two next succeeding paragraphs
and (b) at the Company's option in the case of imposition of exchange controls
or other circumstances beyond the Company's control as described in the fourth
succeeding paragraph. The Company will at all times appoint and maintain a
Paying Agent (which may be the Trustee) authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities of this series on
behalf of the Company and having an office or agency (the "Paying Agent Office")
in the City of Chicago (the "Place of Payment"), where Securities of this series
may be presented or surrendered for payment and where notices, designations or
requests in respect of payments with respect to Securities of this series may be
served. The Company has initially appointed The First National Bank of Chicago
as such Paying Agent. The Company will give prompt written notice to the Trustee
of any change in such appointment.
Except as provided in the next paragraph, payments of interest and
principal and premium, if any, for any Security of this series denominated in a
Specified Currency other than U.S. dollars will be made in U.S. dollars if the
registered Holder of such Security on the relevant Regular Record Date, or at
the Stated Maturity, redemption or repayment of such Security, as the case may
be (each date of such Stated Maturity and any such redemption or repayment being
referred to herein as a "Maturity" with respect to the principal repayable on
such date), has transmitted a written request for such payment in U.S. dollars
to the Paying Agent at the Paying Agent Office in the Place of Payment on or
before such Regular Record Date, or the date 15 days before such Maturity. Such
request may be in writing (mailed or hand delivered) or by cable, telex or other
form of facsimile transmission. Any such request made for any Security by a
registered Holder will remain in effect for any further payments of interest and
principal and premium, if any, on such Security payable to such Holder, unless
such request is revoked on or before the relevant Regular Record Date or the
date 15 days before such Maturity.
The U.S. dollar amount to be received by a Holder of a Security
denominated in a Specified Currency other than U.S. dollars who elects to
receive payment in U.S. dollars will be based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent as of 11:00 a.m., New
York City time on the second Business Day next preceding the applicable payment
date from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer of such Specified
Currency for U.S. dollars for settlement on such payment date in the aggregate
amount of such Specified Currency payable to all Holders of Securities of this
series denominated in such Specified Currency electing to receive U.S. dollar
payments on such payment date and at which the applicable dealer commits to
execute a contract. If three such bid quotations are not available on the second
Business Day preceding the payment of principal, premium, if any, or interest
for any such Security, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any such
Security will be borne by the Holder thereof by deductions from such payment. If
this Security is denominated in a Specified Currency other than U.S. dollars,
(i) the Company will at all times appoint and maintain a banking institution
that is not an Affiliate of the Company as Exchange Rate Agent hereunder; and
(ii) the Company has initially appointed the Exchange Rate Agent specified above
as such Exchange Rate Agent and will give prompt written notice to the Trustee
of any change in such appointment.
Payment of the principal of, premium, if any, and interest on any
Security of this series due at Maturity will be made in immediately available
funds upon surrender of such Security to the Paying Agent at the Paying Agent
Office in the Place of Payment; provided that such Security is presented to the
Paying Agent in time for the Paying Agent to make such payment in accordance
with its normal procedures.
If the principal of, premium, if any, or interest on any Security of
this series is payable in other than U.S. dollars and such Specified Currency is
not available, due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligations to the Holder of such Security by making such payments in U.S.
dollars on the basis of the most recently available Exchange Rate (as defined on
the reverse hereof).
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF AND THE ATTACHED ANNEX, IF ANY, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, or its successor as Trustee, or
its Authenticating Agent, by manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, TUPPERWARE FINANCE COMPANY, B.V. has caused this
instrument to be signed by its duly authorized representatives.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION TUPPERWARE FINANCE COMPANY, B.V.
This is one of the series of Securities
of the series designated herein referred
to in the within-mentioned Indenture. By:_____________________________
Managing Director
THE FIRST NATIONAL BANK OF CHICAGO, By:_____________________________
as Trustee Managing Director
By:______________________________
Authorized Officer
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[Reverse of Note]
TUPPERWARE FINANCE COMPANY B.V.
MEDIUM-TERM NOTE, SERIES A
UNCONDITIONALLY GUARANTEED BY
TUPPERWARE CORPORATION
SECTION 19. General. This Note is one of a duly authorized issue of
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securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of October 1, 1996
(herein called the "Indenture"), between the Company, Tupperware Corporation
(the "Guarantor") and The First National Bank of Chicago, 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 Guarantor, 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
Securities of the series designated on the face hereof. The Securities may be
denominated in different currencies, bear different dates, mature at different
times, bear interest at different rates, be subject to different redemption
provisions, if any, may be subject to different sinking funds, purchase or
analogous funds, if any, and may otherwise vary, all as provided in the
Indenture. The Securities of this series may be issued from time to time up to
an aggregate public offering price of $100,000,000 (or the equivalent thereof in
foreign currencies, currency units or composite currencies).
SECTION 20. Interest Rate Calculations; Payments. The interest
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rate on this Security will be equal to the interest rate calculated by reference
to the Interest Rate Basis specified on the face hereof (i) plus or minus the
Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if any. The
"Spread" is the number of basis points (one basis point equals one-hundredth of
a percentage point) specified on the face hereof as being applicable to this
Security and the "Spread Multiplier" is the percentage specified on the face
hereof as being applicable to this Security. Specified on the face hereof is
the Interest Rate Basis and the Spread and/or Spread Multiplier, if any, and the
maximum or minimum interest rate, if any, applicable to this Security.
Specified on the face hereof are particulars as to the Calculation Agent (unless
otherwise specified, The First National Bank of Chicago (in such capacity, the
"Calculation Agent")), Index Maturity, Original Issue Date, the interest rate in
effect for the period from the Original Issue Date to the first Interest Reset
Date specified on the face hereof (the "Initial Interest Rate"), Interest
Determination Dates, Interest Payment Dates, Regular Record Dates and Interest
Reset Dates with respect to this Security.
Except as provided below, the Interest Payment Dates for the payment
of interest and, if this Security is an Amortizing Security, principal on this
Security will be (i) if this Security resets daily, weekly or monthly, the third
Wednesday of each month or the third Wednesday of March, June, September and
December of each year, as specified on the face hereof; (ii) if this Security
resets quarterly, the third Wednesday of March, June, September and December of
each year, as specified on the face hereof; (iii) if this Security resets
semiannually, the third Wednesday of the two months of each year specified on
the face hereof; and (iv) if this Security resets annually, the third Wednesday
of the one month of each year specified on the face hereof and, in each case, at
Stated Maturity. If any Interest Payment Date, other than Maturity, for this
Security is not a Market Day for this Security, (and if the Specified Currency
specified on the face hereof is other than U.S. dollars, a Business Day in the
country issuing the Specified Currency (or, for ECUs, Brussels)), such Interest
Payment Date will be postponed to the next day that is a Market Day for this
Note, except that if the Interest Rate Basis specified on the face hereof is
LIBOR, if such Market Day is in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding London Business Day. If
the Maturity for this Security falls on a day that is not a Market Day (and if
the Specified Currency specified on the face hereof is other than U.S. dollars,
a Business Day in the country issuing the Specified Currency (or, for ECUs,
Brussels)), payment of principal, premium, if any, and interest to be made with
respect to this Security will be made on the next day that is a Market Day with
the same force and effect as if made on the due date, and no additional interest
will be payable on the date of payment for the period from and after the due
date as a result of such delayed payment.
The rate of interest on this Security will be reset daily, weekly,
monthly, quarterly, semiannually or annually (such period being the "Reset
Period" for this Security, and the first day of each Reset Period being an
"Interest Reset Date"), as specified on the face hereof. Unless otherwise
specified on the face hereof, the Interest Reset Date will be, if this Security
resets daily, each Market Day for this Security; if this Security resets weekly
(unless the Interest Rate Basis specified on the face hereof is the Treasury
Rate), the Wednesday of each week; if this Security resets weekly and the
Interest Rate Basis specified on the face hereof is the Treasury Rate, the
Tuesday of each week (except as specified below); if this Security resets
monthly (unless the Interest Rate Basis specified on the face hereof is the 11th
District Cost of Funds Rate), the third Wednesday of each month; if this
Security resets monthly and the Interest Rate Basis specified on the face hereof
is the 11th District Cost of Funds Rate, the first calendar day of the month; if
this Security resets quarterly, the third Wednesday of each March, June,
September and December; if this Security resets semiannually, the third
Wednesday of the two months of each year specified on the face hereof; and if
this Security resets annually, the third Wednesday of the one month of each year
specified on the face hereof; provided, however, that the interest rate in
effect from the Original Issue Date to but excluding the first Interest Reset
Date will be the Initial Interest Rate specified on the face hereof. If the
Interest Reset Date is not a Market Day for this Security, the Interest Reset
Date will be postponed to the next day that is a Market Day for this Security,
except that if the Interest Rate Basis specified on the face hereof is LIBOR, if
such Market Day is in the next succeeding calendar month, such Interest Reset
Date will be the immediately preceding Market Day for this Security. Each
adjusted rate will be applicable on and after the Interest Reset Date to which
it relates to but excluding the next succeeding Interest Reset Date or until
Maturity.
The interest rate for each Reset Period will be the rate determined by
the Calculation Agent on the Calculation Date (as defined below) pertaining to
the Interest Determination Date pertaining to the Interest Reset Date for such
Reset Period. Unless otherwise specified on the face hereof, the "Interest
Determination Date" pertaining to an Interest Reset Date (a) if the Interest
Rate Basis specified on the face hereof is Commercial Paper Rate (the
"Commercial Paper Interest Determination Date"), (b) if the Interest Rate Basis
specified on the face hereof is CD Rate (the "CD Interest Determination Date"),
(c) if the Interest Rate Basis specified on the face hereof is CMT Rate (the
"CMT Interest Determination Date"), (d) if the Interest Rate Basis specified on
the face hereof is Federal Funds Rate (the "Federal Funds Interest Determination
Date"), (e) if the Interest Rate Basis specified on the face hereof is Kenny
Rate (the "Kenny Rate Interest Determination Date") or (f) if the Interest Rate
Basis specified on the face hereof is Prime Rate (the "Prime Interest
Determination Date"), will be the second Market Day prior to such Interest
Reset Date as specified on the face hereof. Unless otherwise specified on the
face hereof, the Interest Determination Date pertaining to an Interest Reset
Date, if the Interest Rate Basis specified on the face hereof is 11th District
Cost of
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Funds Rate (the "11th District Interest Determination Date"), will be the last
Market Day of the month immediately preceding such Interest Reset Date on which
the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below under "Determination of 11th District Cost
of Funds Rate"). Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date, if the Interest Rate
Basis specified on the face hereof is LIBOR (the "LIBOR Interest Determination
Date"), will be the second London Business Day immediately preceding such
Interest Reset Date. Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date, if the Interest Rate
Basis specified on the face hereof is Treasury Rate (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 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 an auction is
so held on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Reset Period commencing in the next
succeeding week. If an auction date falls on any Interest Reset Date for this
Security (if the Interest Rate Basis specified on the face hereof is Treasury
Rate), then such Interest Reset Date will instead be the first Market Day
immediately following such auction date. Unless otherwise specified on the face
hereof, the "Calculation Date" pertaining to any Interest Determination Date
will be the earlier of (i) the tenth calendar day after the Interest
Determination Date or, if such day is not a Market Day, the next day that is a
Market Day, or (ii) the Market Day preceding the applicable Interest Payment
Date or Maturity, as the case may be.
"Business Day", for any particular location, means, unless otherwise
in such location specified on the face hereof, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions are
authorized or obligated by law, regulation or executive order to close. "Market
Day" means any Business Day in The City of New York and, if the Interest Rate
Basis specified on the face hereof is LIBOR, is also a London Business Day.
"London Business Day" means any day (a) if the Designated LIBOR Currency is
other than the ECU, on which dealings in deposits in such Designated LIBOR
Currency are transacted in the London interbank market or (b) if the Designated
LIBOR Currency is the ECU, that is not designated as an ECU Non-Settlement Day
by the ECU Banking Association in Paris or otherwise generally regarded in the
ECU interbank market as a day on which payments on ECUs will not be made.
"Index Maturity" means the period to maturity of the instrument or
obligation on which the interest rate formula is based, as specified on the face
hereof.
Unless otherwise specified on the face hereof, if this Security is an
Amortizing Security, payments with respect to this Security will be applied
first to interest due and payable hereon and then to the reduction of the unpaid
principal amount hereof. If this Security is an Amortizing Security, a table
setting forth repayment information in respect to this Security will be provided
to the original purchaser hereof and will be available, upon request, to
subsequent Holders.
Unless otherwise specified on the face hereof, payments on this
Security with respect to any Interest Payment Date or Maturity will include
interest accrued from and including the Original Issue Date, or from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for, to but excluding such Interest Payment Date or Maturity.
Accrued interest is calculated by multiplying the principal amount of this
Security by an accrued interest factor. This accrued interest factor is
computed by adding the interest factors calculated for each day from and
including the Original Issue Date, or from and including the last date to which
interest has been paid or duly provided for, to but excluding the date for which
accrued interest is being calculated. The interest factor for each such day is
computed by dividing the interest rate applicable to such day by 360, if the
Interest Rate Basis specified on the face hereof is Commercial Paper Rate, CD
Rate, Federal Funds Rate, 11th District Cost of Funds Rate, LIBOR or Prime Rate,
or by the actual number of days in the year, if the Interest Rate Basis
specified on the face hereof is CMT Rate or Treasury Rate, or by 365 days if the
Interest Rate Basis specified on the face hereof is Kenny Rate.
The Calculation Agent will calculate the interest rate on this
Security, as provided below. The Calculation Agent will, upon the request of
the Holder of this Security, provide the interest rate then in effect and, if
then determined, the interest rate which will become effective as a result of a
determination made with respect to the most recent Interest Determination Date
with respect to this Security. For purposes of calculating the rate of interest
payable on this Security, the Company has entered into or will enter into an
agreement with the Calculation Agent. The Calculation Agent's determination of
any interest rate will be final and binding in the absence of manifest error.
Notwithstanding the determination of the interest rate as provided
below, the interest rate on this Security for any interest period will not be
greater than the maximum interest rate, if any, or less than the minimum
interest rate, if any, specified on the face hereof. The interest rate on this
Security will in no event be higher than the maximum rate permitted by New York
or other applicable law, as the same may be modified by United States law of
general application.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Interest Rate Basis specified on
the face hereof is Commercial Paper Rate, the interest rate determined with
respect to any Commercial Paper Interest Determination Date will be the
Commercial Paper Rate on such Commercial Paper Interest Determination Date plus
or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
as specified on the face hereof.
Unless otherwise specified on the face hereof, "Commercial Paper Rate"
means, with respect to any Commercial Paper Interest Determination Date, the
Money Market Yield (calculated as described below) of the rate on such date for
commercial paper having the Index Maturity specified on the face hereof as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors ("H.15(519)") under the heading
"Commercial Paper." In the event that such rate is not published prior to 9:00
A.M., New York City time, on the Calculation Date pertaining to such Commercial
Paper Interest Determination Date, then the Commercial Paper Rate with respect
to such Commercial Paper Interest Determination Date will be the Money Market
Yield of the rate on such Commercial Paper Interest Determination Date for
commercial paper having the Index Maturity specified on the face hereof as
published by the Federal Reserve Bank of New York in its daily statistical
release "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any
successor publication ("Composite Quotations") under the heading "Commercial
Paper." If by 3:00 P.M., New York City time, on such Calculation Date such rate
is not published in either H.15(519) or Composite Quotations, then the
Commercial Paper Rate with respect to such Commercial Paper Interest
Determination Date will be calculated by the Calculation Agent and will be the
Money Market Yield of the arithmetic mean of the offered rates (quoted on a bank
discount basis) as of 11:00 A.M., New York City time, on such Commercial Paper
Interest Determination Date of three leading dealers of commercial paper in The
City of New York (which may be any agent offering or selling any Security of
this series) selected by the Calculation Agent for commercial paper having the
Index Maturity specified on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally recognized
securities rating agency; provided, however, that if the dealers
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selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date will be the Commercial Paper Rate in effect
immediately prior to such Commercial Paper Interest Determination Date.
"Money Market Yield" will be a yield (expressed as a percentage
rounded, if necessary, to the nearest one hundred-thousandth of a percent)
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 period for which accrued interest is being calculated.
DETERMINATION OF CD RATE. If the Interest Rate Basis specified on the face
hereof is CD Rate, the interest rate determined with respect to any CD Interest
Determination Date will be the CD Rate on such CD Interest Determination Date
plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if
any, as specified on the face hereof.
Unless otherwise specified on the face hereof, "CD Rate" means, with
respect to any CD 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)." In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the Calculation Date pertaining to such CD Interest
Determination Date, then the CD Rate with respect to such CD Interest
Determination Date will be the rate on such CD Interest Determination Date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published in Composite Quotations under the heading "Certificates
of Deposit." If by 3:00 P.M., New York City time, on such Calculation Date such
rate is not published in either H.15(519) or Composite Quotations, then the CD
Rate with respect to such CD Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money market
banks (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 U.S. $5,000,000; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate with respect to such CD Interest Determination Date will
be the CD Rate in effect immediately prior to such CD Interest Determination
Date.
DETERMINATION OF CMT RATE. If the Interest Rate Basis specified on the face
hereof is CMT Rate, the interest rate determined with respect to any CMT
Interest Determination Date will be the CMT Rate on such CMT Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, as specified on the face hereof.
Unless otherwise specified on the face hereof, "CMT Rate" means, with
respect to any CMT Interest Determination Date, the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption ". . .
Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . .
Mondays Approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index (as defined below) for (i) if the Designated CMT Telerate Page is
7055, such CMT Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as specified on the face hereof,
ended immediately preceding the week in which the applicable CMT Interest
Determination Date occurs. If such rate is no longer displayed on the relevant
page, or if not displayed by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such CMT Interest Determination Date, then the CMT Rate with
respect to such CMT Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index as published in the relevant
H.15(519). If such rate is no longer published, or is not published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such CMT
Interest Determination Date, then the CMT Rate with respect to such CMT Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Interest Determination Date with
respect to such Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States Department of
the Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such CMT Interest Determination
Date, then the CMT Rate with respect to such CMT Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity,
based on the arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M., New York City time, on the CMT Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York (which may be any agent offering or selling any
Securities of this series) selected by the Calculation Agent (from five such
Reference Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than such Designated
CMT Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury Note quotations, the CMT Rate with respect to such CMT Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 P.M., New York City time, on the CMT
Interest Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100,000,000. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate with respect to such
CMT Interest Determination Date will be based on the arithmetic mean of the
offer prices obtained and neither the highest nor the lowest of such quotes will
be eliminated; provided, however, that if fewer than three Reference Dealers
selected by the Calculation Agent are quoting as described herein, the CMT Rate
will be the CMT Rate in effect immediately prior to such CMT Interest
Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
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"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page specified on the face hereof (or any other page as
may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as published in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as published in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page will be 7052, for
the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury Securities (either one, two, three, five, seven, ten,
twenty or thirty years) specified on the face hereof with respect to which the
CMT Rate will be calculated. If no such maturity is specified on the face
hereof, the Designated CMT Maturity Index will be two years.
DETERMINATION OF FEDERAL FUNDS RATE. If the Interest Rate Basis specified on
the face hereof is Federal Funds Rate, the interest rate determined with respect
to any Federal Funds Interest Determination Date will be the Federal Funds Rate
on such Federal Funds Interest Determination Date plus or minus the Spread, if
any, and/or multiplied by the Spread Multiplier, if any, specified on the face
hereof.
Unless otherwise specified on the face hereof, "Federal Funds Rate"
means, with respect to any Federal Funds Interest Determination Date, the rate
on such date for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." In the event that such rate is not published prior
to 9:00 A.M., New York City time, on the Calculation Date pertaining to such
Federal Funds Interest Determination Date, then the Federal Funds Rate will be
the rate on such Federal Funds Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective Rate." If by
3:00 P.M., New York City time, on such Calculation Date such rate is not
published in either H.15(519) or Composite Quotations, then the Federal Funds
Rate with respect to such Federal Funds Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic mean (rounded, if
necessary, to the nearest one hundred-thousandth of a percent) of the rates as
of 9:00 A.M., New York City time, on such Federal Funds Interest Determination
Date for the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New York selected
by the Calculation Agent; provided, however, that if the brokers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Federal Funds Rate with respect to such Federal Funds Interest
Determination Date will be the Federal Funds Rate in effect immediately prior to
such Federal Funds Interest Determination Date.
DETERMINATION OF 11TH DISTRICT COST OF FUNDS RATE. If the Interest Rate Basis
specified on the face hereof is 11th District Cost of Funds Rate, the interest
rate determined with respect to any 11th District Interest Determination Date
will be the 11th District Cost of Funds Rate on such 11th District Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, "11th District Cost of
Funds Rate" means, with respect to any 11th District Interest Determination
Date, the rate equal to the monthly weighted average cost of funds for the
calendar month preceding such 11th District Interest Determination Date as set
forth under the caption "11th District" on Telerate Page 7058 as of 11:00 A.M.,
San Francisco time, on such 11th District Interest Determination Date. If such
rate does not appear on Telerate Page 7058 on any related 11th District Interest
Determination Date, the 11th District Cost of Funds Rate for such 11th District
Interest Determination Date will be the monthly weighted average cost of funds
paid by member institutions of the Eleventh Federal Home Loan Bank District that
was most recently announced (the "Index") by the FHLB of San Francisco as such
cost of funds for the calendar month preceding the date of such announcement.
If the FHLB of San Francisco fails to announce such rate for the calendar month
next preceding such 11th District Interest Determination Date, then the 11th
District Cost of Funds Rate with respect to such 11th District Interest
Determination Date will be the 11th District Cost of Funds Rate then in effect
on such 11th District Interest Determination Date.
KENNY RATE NOTES. If the Interest Rate Basis specified on the face hereof is
Kenny Rate, the interest rate determined with respect to any Kenny Rate Interest
Determination Date will be the Kenny Rate on such Kenny Rate Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, "Kenny Rate" means,
with respect to any Kenny Rate Interest Determination Date, the high grade
weekly index (the "Weekly Index") on such date made available by J.J. Kenny
Information Systems ("Kenny") to the Calculation Agent. The Weekly Index is,
and will be, based upon 30-day yield evaluations at par of bonds, the interest
on which is exempt from Federal income taxation under the Internal Revenue Code
of 1986, as amended (the "Code"), of not less than five high grade component
issuers selected by Kenny which will include, without limitation, issuers of
general obligation bonds. The specified issuers included among the component
issuers may be changed from time to time by Kenny in its discretion. The bonds
on which the Weekly Index is based will not include any bonds on which the
interest is subject to a minimum tax or similar tax under the Code unless all
tax-exempt bonds are subject to such tax. In the event Kenny ceases to make
available such Weekly Index, a successor indexing agent will be selected by the
Calculation Agent, such index to reflect the prevailing rate for bonds rated in
the highest short-term rating category by Moody's Investors Service, Inc. and
Standard & Poor's Ratings Group in respect of issuers most closely resembling
the high grade component issuers selected by Kenny for its Weekly Index, the
interest on which is (A) variable on a weekly basis, (B) exempt from Federal
income taxation under the Code and (C) not subject to a minimum tax or similar
tax under the Code unless all tax-exempt bonds are subject to such tax. If such
successor indexing agent is not available, the Kenny Rate with respect to any
Kenny Rate Interest Determination Date will be 67% of the rate determined as if
the Treasury Rate option had been originally selected.
DETERMINATION OF LIBOR. If the Interest Rate Basis specified on the face hereof
is LIBOR, the interest rate determined with respect to any LIBOR Interest
Determination Date will be LIBOR on such LIBOR Interest Determination Date plus
or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any,
specified on the face hereof.
Unless otherwise specified on the face hereof, LIBOR means, with
respect to any LIBOR Interest Determination Date, the rate determined by the
Calculation Agent in accordance with the following provisions:
(a) either (i) the arithmetic mean of the offered rates for deposits in
the Index Currency for the period of the applicable Index Maturity which appear
on the Reuters Screen LIBO Page at approximately 11:00 a.m., London time, on
such LIBOR Interest Determination Date if at least two such offered rates appear
on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (ii) the rate for deposits
in the Index Currency for the period of the applicable Index Maturity that
appears on the Telerate Page 3750 as of 11:00 a.m., London time, on such LIBOR
Interest Determination Date ("LIBOR Telerate"). "Reuters Screen LIBO Page"
means the display designated as Page "LIBO" on the Reuters Monitor Money Rate
Service (or such other page as may replace the LIBO page on the service for the
purpose of displaying London interbank offered rates of major banks). "Telerate
Page 3750" means the display designated as page
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"3750" on the Telerate Service (or such other page as may replace the 3750 page
on that service or such other service or services as may be nominated by the
British Bankers' Association for the purpose of displaying London interbank
offered rates for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR
Telerate is specified in the applicable Pricing Supplement, LIBOR will be
determined as if LIBOR Telerate has been specified. If fewer than two offered
rates appear on the Reuters Screen LIBO Page, or if no rate appears on the
Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR Interest
Determination Date will be determined as if the parties had specified the rate
described in (b) below.
(b) If fewer than two offered rates appear on the Reuters Screen LIBO Page
or no rate appears on Telerate Page 3750, as applicable, the Calculation Agent
will request the principal London offices of four major banks in the London
interbank market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotations for deposits in the Index Currency
for the period of the applicable Index Maturity to prime banks in the London
interbank market at approximately 11:00 a.m., London time, commencing on the
second London Business Day immediately following such LIBOR Interest
Determination Date and in a principal amount equal to an amount of not less than
U.S. $1 million or the approximate equivalent thereof in the applicable Index
Currency that is representative of a single transaction in such market at such
time. If at least two quotations are provided, LIBOR in respect of that LIBOR
Interest Determination Date will be the arithmetic mean of such rates. If fewer
than two quotations are provided, LIBOR in respect of that LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted by three
major banks in the applicable Principal Financial Center (as defined below)
selected by the Calculation Agent at approximately 11:00 a.m. in such Principal
Financial Center, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date for loans in the Index Currency
to leading European banks, for the period of the applicable Index Maturity and
in a principal amount equal to an amount of not less than U.S. $1 million or the
approximate equivalent thereof in the applicable Index Currency that is
representative of a single transaction in such market at such time; provided,
however, that if fewer than three banks selected as aforesaid by the Calculation
Agent are quoting rates as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the LIBOR in effect on such LIBOR
Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable Pricing Supplement as the currency for which LIBOR
shall be calculated. If no such currency is specified in the applicable Pricing
Supplement, the Index Currency shall be United States dollars.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Deutsche marks, Italian lira, Swiss francs, Dutch Gilders and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Milan, Zurich, Amsterdam and Luxembourg, respectively.
DETERMINATION OF PRIME RATE. If the Interest Rate Basis specified on the face
hereof is Prime Rate, the interest rate determined with respect to any Prime
Interest Determination Date will be the Prime Rate on such Prime Interest
Determination Date plus or minus the Spread, if any, and/or multiplied by the
Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, "Prime Rate" means,
with respect to any Prime Interest Determination Date, the rate on such date as
published in H.15(519) under the heading "Bank Prime Loan." In the event that
such rate is not published prior to 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Prime Interest Determination Date, then the
Prime Rate with respect to such Prime Interest Determination Date will be
calculated 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 as such bank's prime rate or base lending rate as in effect with
respect to such Prime Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen USPRIME1 with respect to such Prime Interest
Determination Date, the Prime Rate with respect to such Prime Rate Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the 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 Prime
Interest Determination Date by three major banks in The City of New York
selected by the Calculation Agent; provided, however, that if fewer than three
banks selected as provided above by the Calculation Agent are quoting as
mentioned in this sentence, the Prime Rate with respect to such Prime Interest
Determination Date will be the Prime Rate in effect immediately prior to such
Prime Interest Determination Date. "Reuters Screen USPRIME1" means the display
designated as page "USPRIME1" on the Reuters Monitor Money Rate Service (or such
other page as may replace the USPRIME1 page on the service for the purpose of
displaying the prime rate or base lending rate of major banks).
DETERMINATION OF TREASURY RATE. If the Interest Rate Basis specified on the
face hereof is Treasury Rate, the interest rate determined with respect to any
Treasury Interest Determination Date will be the Treasury Rate on such Treasury
Interest Determination Date plus or minus the Spread, if any, and/or multiplied
by the Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, "Treasury Rate" means,
with respect to any Treasury Interest Determination Date, the rate for the most
recent auction of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof as published in H.15(519)
under the heading, "U.S. Government Securities/Treasury Bills Auction Average
(investment)" or, if not so published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Treasury Interest Determination Date, the
average auction rate on such Treasury Interest Determination Date (expressed as
a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States Department
of the Treasury. In the event that such rate is not available by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Treasury Interest
Determination Date, or if no such auction is held in a particular week, then the
Treasury Rate with respect to such Treasury Interest Determination Date will be
the rate set forth in H.15(519) for the relevant Treasury Interest Determination
Date for the specified Index Maturity under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market." If such rate is not so published
by 3:00 p.m., New York City time, on the relevant Calculation Date, the Treasury
Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will 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 of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Interest Determination Date, of
three leading primary U.S. government securities dealers in The City of New York
selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity specified on the face hereof;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate with
respect to such Treasury Interest Determination Date will be the Treasury Rate
in effect immediately prior to such Treasury Interest Determination Date.
The Calculation Agent will calculate the interest rate on this
Security in accordance with the foregoing no later than the Calculation Date.
The Calculation Agent's determination of any interest rate shall be final and
binding in the absence of manifest error.
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All percentages resulting from any calculation with respect to this
Security will be rounded, if necessary, to the nearest one hundred-thousandth of
a percentage point (with five one-millionths of a percentage point being rounded
upward) and all dollar amounts used in or resulting from any such calculation
with respect to this Security will be rounded to the nearest cent (with one-half
cent being rounded upward)
SECTION 21. Redemption. This Security will be redeemable at the
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option of the Company prior to the Stated Maturity only if an Initial Redemption
Date is specified on the face hereof. If so specified, this Security will be
subject to redemption at the option of the Company on any date on and after such
Initial Redemption Date in whole or from time to time in part in increments of
$100,000 or the minimum denomination, if any, specified on the face hereof
(provided that any remaining principal amount hereof shall be at least $1,000 or
such minimum denomination), at the Redemption Price specified on the face
hereof, plus accrued and unpaid interest to but excluding the date of
redemption, but payments due with respect to this Security prior to the date of
redemption will be payable to the Holder of this Security of record at the close
of business on the relevant Regular Record Date specified on the face hereof,
all as provided in the Indenture. The Company may exercise such option by
causing the Trustee to mail a notice of such redemption, at least 30 but not
more than 60 calendar days prior to the date of redemption, in accordance with
the provisions of the Indenture. In the event of redemption of this Security in
part only, this Security will be canceled and a new Security or Securities
representing the unredeemed portion hereof will be issued in the name of the
Holder hereof.
SECTION 22. Repayment. If so specified on the face hereof, this
---------
Security will be repayable, in whole or in part, prior to Stated Maturity at the
option of the Holder on the Optional Repayment Date or Dates specified on the
face hereof at the Optional Repayment Price or Prices specified on the face
hereof, plus accrued and unpaid interest to but excluding the date of repayment.
The principal amount of a new Security or Securities to be issued to the Holder
for the portion of such Security not being repaid must be $100,000 or an
integral multiple of $1,000 in excess thereof. In order for this Security to be
repaid prior to Stated Maturity, the Paying Agent must receive at least 30 but
not more than 45 calendar days prior to an Optional Repayment Date (i) this
Security with the form below entitled "Option to Elect Repayment" duly completed
or (ii) a telegram, telex, facsimile transmission, hand delivery or letter
(first class, postage prepaid) from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
trust company in the United States setting forth the name of the Holder of this
Security, the principal amount of this Security, the principal amount of this
Security to be repaid, the certificate number or a description of the tenor and
terms of this Security, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Security with the form below
entitled "Option to Elect Repayment" duly completed will be received by the
Paying Agent not later than five Business Days after the date of such telegram,
telex, facsimile transmission, hand delivery or letter. If the procedure
described in clause (ii) of the preceding sentence is followed, this Security
with such form duly completed must be received by the Paying Agent by such fifth
Business Day. Exercise of the repayment option by the Holder of this Security
will be irrevocable, except that a Holder who has tendered this Security for
repayment may revoke such tender for repayment by written notice to the Paying
Agent received prior to 5:00 P.M., New York City time, on the tenth calendar day
prior to the Optional Repayment Date. The repayment option may be exercised by
the Holder of this Security for less than the entire principal amount of this
Security provided that the principal amount of this Security remaining
outstanding after such repayment is an authorized denomination. Upon such
partial repayment this Security will be canceled and a new Security or
Securities for the remaining principal amount hereof will be issued in the name
of the Holder hereof.
If this Security is a Global Security as specified on the face hereof,
while this Security is represented by one or more Global Securities registered
in the name of the Depositary or its nominee, the option for repayment may be
exercised by a participant that has an account with the Depositary, on behalf of
the beneficial owner of this Security, by delivering a written notice
substantially similar to the form below entitled "Option to Elect Repayment"
duly completed to the Trustee at its Corporate Trust Office (or such other
address of which the Company will from time to time notify the Holders), at
least 30 but not more than 60 calendar days prior to an Optional Repayment Date.
A notice of election from a participant on behalf of the beneficial owner of
this Security to exercise the option to have this Security repaid must be
received by the Trustee prior to 5:00 P.M., New York City time, on the last day
for giving such notice. In order to ensure that a notice is received by the
Trustee on a particular day, the beneficial owner of this Security must so
direct the applicable participant before such participant's deadline for
accepting instructions for that day. Different firms may have different
deadlines for accepting instructions from their customers. Accordingly, the
beneficial owner of this Security should consult the participant through which
such beneficial owner owns its interest herein for the deadline for such
participant. All notices shall be executed by a duly authorized officer of such
participant (with signatures guaranteed) and will be irrevocable. In addition,
the beneficial owner of this Security shall effect delivery at the time such
notice of election is given to the Depositary by causing the applicable
participant to transfer such beneficial owner's interest in this Security, on
the Depositary's records, to the Trustee.
SECTION 23. Optional Interest Reset. If so specified on the face
-----------------------
hereof, the Spread and/or Spread Multiplier specified on the face hereof may be
reset by the Company on the Optional Interest Reset Date or Dates specified on
the face hereof. The Company may exercise such option by notifying the Trustee
of such exercise at least 45 but not more than 60 calendar days prior to an
Optional Interest Reset Date. If the Company so notifies the Trustee of such
exercise, not later than 40 calendar days prior to such Optional Interest Reset
Date, the Trustee will send by telegram, telex, facsimile transmission, hand
delivery or letter (first class, postage prepaid) to the Holder of this Security
a notice (the "Reset Notice") indicating (i) that the Company has elected to
reset the Spread and/or Spread Multiplier, (ii) such new Spread and/or Spread
Multiplier and (iii) the provisions, if any, for redemption during the period
from such Optional Interest Reset Date to the next Optional Interest Reset Date
or, if there is no such next Optional Interest Reset Date, to the Stated
Maturity of this Security (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during such Subsequent
Interest Period.
Notwithstanding the foregoing, not later than 20 calendar days prior
to an Optional Interest Reset Date, the Company may, at its option, revoke the
Spread and/or Spread Multiplier provided for in the Reset Notice and establish a
Spread or Spread Multiplier resulting in a higher interest rate for the
Subsequent Interest Period commencing on such Optional Interest Reset Date by
causing the Trustee to send by telegram, telex, facsimile transmission, hand
delivery or letter (first class, postage prepaid) notice of such Spread or
Spread Multiplier resulting in a higher interest rate to the Holder of this
Security. Such notice will be irrevocable. All Securities with respect to which
the Spread and/or Spread Multiplier is reset on an Optional Interest Reset Date
to a Spread or Spread Multiplier resulting in a higher interest rate will bear
such Spread or Spread Multiplier resulting in a higher interest rate, whether or
not tendered for repayment as provided in the next paragraph.
If the Company elects prior to an Optional Interest Reset Date to
reset the interest rate of this Security, the Holder of this Security will have
the option to elect repayment of this Security, in whole but not in part, by the
Company on such Optional Interest Reset Date at a price equal to the principal
amount hereof plus accrued and unpaid interest to but excluding such Optional
Interest Reset Date. In order for this Security to be so repaid on an Optional
Interest Reset Date, the Holder must follow the procedures specified under
Section 4 for optional repayment, except that the period for delivery of this
Security or notification to the Trustee will be at least 25 but not more than 35
calendar days prior to such Optional Interest Reset Date. If the Holder has
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tendered this Security for repayment following receipt of a Reset Notice, the
Holder may revoke such tender for repayment by written notice to the Trustee
received prior to 5:00 P.M., New York City time, on the tenth calendar day prior
to such Optional Interest Reset Date.
SECTION 24. Optional Extension of Maturity. If so specified on the
------------------------------
face hereof, the Stated Maturity of this Security may be extended at the option
of the Company for one or more periods of from one to five whole years, as
specified on the face hereof (each an "Extension Period"), up to but not beyond
the date (the "Final Maturity Date") specified on the face hereof. The Company
may exercise such option with respect to this Security by notifying the Trustee
of such exercise at least 45 but not more than 60 calendar days prior to the
Stated Maturity of this Security in effect prior to the exercise of such option
(the "Original Stated Maturity Date"). If the Company so notifies the Trustee
of such exercise, the Trustee will send, not later than 40 calendar days prior
to the Original Stated Maturity Date, by telegram, telex, facsimile
transmission, hand delivery or letter (first class, postage prepaid) to the
Holder of this Security a notice (the "Extension Notice") relating to such
Extension Period indicating (i) that the Company has elected to extend the
Stated Maturity of this Security, (ii) the new Stated Maturity, (iii) the Spread
and/or Spread Multiplier applicable to such Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period, including the
date or dates on which or the period or periods during which and the price or
prices at which such redemption may occur during such Extension Period. Upon
the Trustee's sending of the Extension Notice, the Stated Maturity of this
Security will be extended automatically and, except as modified by the Extension
Notice and as described in the next two paragraphs, this Security will have the
same terms as prior to the sending of such Extension Notice.
Notwithstanding the foregoing, not later than 20 calendar days prior
to the Original Stated Maturity Date of this Security, the Company may, at its
option, revoke the Spread and/or Spread Multiplier provided for in the Extension
Notice and establish a Spread or Spread Multiplier resulting in a higher
interest rate for the Extension Period by causing the Trustee to send by
telegram, telex, facsimile transmission, hand delivery or letter (first class,
postage prepaid) notice of such higher interest rate to the Holder of this
Security. Such notice will be irrevocable. All Securities with respect to
which the Stated Maturity is extended will bear such Spread or Spread Multiplier
resulting in a higher interest rate for the Extension Period, whether or not
tendered for repayment as provided in the next paragraph.
If the Company extends the Stated Maturity of this Security (or an
Extension Period, as applicable), the Holder will have the option to elect
repayment of this Security, in whole but not in part, by the Company on the
Original Stated Maturity Date (or last day of such Extension Period) at a price
equal to the principal amount hereof, plus accrued and unpaid interest to but
excluding such date. In order for this Security to be so repaid on the Original
Stated Maturity Date (or last day of such Extension Period), the Holder of this
Security must follow the procedures specified under Section 4 for optional
repayment, except that the period for delivery of this Security or notification
to the Trustee will be at least 25 but not more than 35 calendar days prior to
the Original Stated Maturity Date (or last day of such Extension Period). If
the Holder has tendered this Security for repayment following receipt of an
Extension Notice, the Holder may revoke such tender for repayment by written
notice to the Trustee received prior to 5:00 P.M., New York City time, on the
tenth calendar day prior to the Original Stated Maturity Date (or last day of
such Extension Period).
SECTION 25. Sinking Fund. This Security is not subject to a sinking
------------
fund unless otherwise specified on the face hereof.
SECTION 26. Original Issue Discount Securities. Notwithstanding
----------------------------------
anything herein to the contrary, if this Security is an Original Issue Discount
Security as specified on the face hereof, the amount payable in the event the
principal amount hereof is declared to be due and payable immediately by reason
of an Event of Default or in the event of redemption or repayment hereof prior
to the Stated Maturity hereof, in lieu of the principal amount due at the Stated
Maturity hereof, will be the Amortized Face Amount of this Security as of the
date of declaration, redemption or repayment, as the case may be. The
"Amortized Face Amount" of this Security will be the amount equal to (a) the
principal amount of this Security multiplied by the Issue Price specified on the
face hereof plus (b) the portion of the difference between the dollar amount
determined pursuant to the preceding clause (a) and the principal amount hereof
that has accreted at the Yield to Maturity specified on the face hereof
(computed in accordance with generally accepted United States bond yield
computation principles) to such date of declaration, redemption or repayment but
in no event will the Amortized Face Amount of this Security exceed its principal
amount.
SECTION 27. Events of Default. If any Event of Default with respect
-----------------
to Securities of this series shall occur and be continuing, the principal of the
Security of this series may be declared due and payable in the manner and with
the effect provided in the Indenture; provided, however, that notwithstanding
anything herein to the contrary, if this Security is an Original Issue Discount
Security, the amount so declared to be due and payable will be the Amortized
Face Amount of this Security as of the date of such declaration as specified
under Section 8.
SECTION 28. Modification or Waiver; Obligation of the Company
-------------------------------------------------
Absolute. The Indenture permits, with certain exceptions as therein provided,
- --------
the amendment thereof and the modification of the rights and obligations of the
Company, the Guarantor and the rights of the Holders of the Securities to be
affected under the Indenture at any time by the Company, the Guarantor and the
Trustee with the consent of the Holders of at least a majority 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 or the Guarantor 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 of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
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 of, and premium, if any, and
interest on this Security at the times, places and rates, and in the coin or
currency, herein prescribed.
SECTION 29. Assumption of Obligations by Guarantor The Guarantor,
--------------------------------------
without the consent of the Holder hereof, may, or may be required to, assume all
of the obligations of the Company hereunder and under the Indenture with respect
to the Securities in the manner and with the effect provided in the Indenture.
SECTION 30. Authorized Denominations. Unless otherwise specified on
------------------------
the face hereof, the Securities of this series are issuable only in registered
form, without coupons, in denominations of (i) if denominated in U.S. dollars,
$100,000 and integral multiples of $1,000 in excess thereof or (ii) if
denominated in a Specified Currency other than U.S. dollars, the amount of such
Specified Currency equivalent (at the noon buying rate in The City of New York
for cable transfers for such Specified Currency (the "Exchange Rate") on the
sixth Business Day in The City of New York and in the country issuing such
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Currency (or, for ECUs, Brussels) next preceding the Original Issue Date) to
U.S. $100,000 (rounded to the nearest 1,000 units of such Specified Currency)
and integral multiples of 1,000 units of such Specified Currency in excess
thereof. As provided in the Indenture, and subject to certain limitations
therein set forth and to the limitations described below, if applicable,
Securities of this series are exchangeable for Securities of this series of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
SECTION 31. Registration of Transfer. As provided in the Indenture
------------------------
and subject to certain limitations therein set forth, and to the limitations
described below, if applicable, the transfer of this Security is registerable in
the Security register upon surrender of this Security registration of transfer
at the office or agency of the Company maintained for that purpose in the City
of Chicago, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar (which shall
initially be the Trustee, One First National Plaza, Chicago, Illinois 60670
(Attention: Corporate Trust Department), or at such other address as it may
designate as its principal corporate trust office in the City of Chicago), duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series of like tenor, of authorized
denominations and for the same and aggregate principal amount, will be issued to
the designated transferee or transferees.
No service charge will 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.
SECTION 32. Owners. Prior to due presentment of this Security for
------
registration of transfer, the Company, the Guarantor, the Trustee and any agent
of the Company, the Guarantor 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 none of the Company, the Guarantor, the Trustee
nor any such agent shall be affected by notice to the contrary.
SECTION 33. No Recourse Against Certain Persons. No recourse for the
-----------------------------------
payment of the principal of, and premium, if any, or interest on this Security,
or for any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company or the
Guarantor in the Indenture or any Supplemental Indenture thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer, managing director
or director, as such, past, present or future, of the Company, the Guarantor or
of any successor corporation of either of them, either directly or through the
Company, the Guarantor or any successor corporation of either of them, whether
by virtue of any constitution, statute or rule or law or by the enforcement of
any assessment or penalty or otherwise, all such liability being by the
acceptance hereof and as a condition of and as part of the consideration for the
issue hereof, expressly waived and released.
SECTION 34. Defeasance. The Indenture with respect to any series
----------
will be discharged and canceled except for certain sections thereof, subject to
the term of the Indenture, upon compliance with and in accordance with Article
Ten of the indenture.
SECTION 35. Governing Law; Jurisdiction. The Indenture and the
---------------------------
Securities shall be governed by and construed in accordance we laws of the State
of New York.
The Company hereby irrevocably submits to the non-exclusive
jurisdiction of any New York State or United States federal court sitting in The
City and County of New York over any suit, action or proceeding arising out of
or relating to this Security. The Company has appointed Tupperware Corporation
as its agent upon whom process may be served in any such suit, action or
proceeding, with a copy to the Company c/o Tupperware Corporation, P.O. Box
2353, Orlando, Florida 32802 Attention: General Counsel; provided that failure
--------
to deliver any such copy to the Company shall not affect the validity or
effectiveness of any such service or process.
SECTION 36. Defined Terms. All terms used in this Security which are
-------------
defined in the Indenture will have the meanings assigned to them in the
Indenture unless otherwise defined herein.
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OPTION TO ELECT REPAYMENT
[To be completed only if this Security is repayable at the option
of the Holder and the Holder elects to exercise such rights]
The undersigned owner of this Security hereby irrevocably elects to
have the Company repay (i) the principal amount of this Security or portion
hereof below designated at the applicable Optional Repayment Price indicated on
the face hereof plus accrued and unpaid interest to but excluding the date of
repayment, if this Security is to be repaid pursuant to Section 4 of this
Security, or (ii) 100% of the principal amount of this Security plus accrued and
unpaid interest to but excluding the Optional Interest Reset Date, if this
Security is to be repaid pursuant to Section 5 hereof, or to but excluding the
Original Stated Maturity Date, if this Security is to be repaid pursuant to
Section 6 hereof. If a portion of this Security is not being repaid pursuant to
clause (i) above, specify the principal amount to be repaid and the denomination
or denominations (which will not be less than the minimum authorized
denomination) of the Security or Securities to be issued to the Holder for the
portion of this Security not being repaid (in the absence of any specification,
one such Security will be issued for the portion not being repaid):
_______________________________________
Dated:_________________________________ __________________________________
Signature
Sign exactly as name appears on
the front of this Security.
Principal amount to be repaid if amount Indicate address where check is to
to be repaid is pursuant to clause (i) be sent, if repaid:
above and is less than the entire
principal amount of this Security
(principal amount remaining must be
an authorized denomination) __________________________________
__________________________________
$______________________________________
(which will be an integral multiple of
U.S. $1,000)
Denomination or denominations of the SOCIAL SECURITY OR OTHER TAXPAYER
Security or Securities to be issued for ID NUMBER
the portion of this Security not being
repaid pursuant to clause (i) above
_______________________________________ __________________________________
_______________________________________ __________________________________
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, will be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT Custodian
-------------------------------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
-------------------------------------------
(State)
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 TYPE 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
Sign exactly as name appears on the front of this
Security [SIGNATURE MUST BE GUARANTEED by a
commercial bank, a trust company or by a member of
the New York Stock Exchange]
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
-14-
GUARANTEE
FOR VALUE RECEIVED, Tupperware Corporation, a Delaware corporation
(the "Guarantor"), hereby unconditionally guarantees to the Holder of the
Security upon which this Guarantee is endorsed the due and punctual payment of
the principal of, and premium, if any, or interest on or additional amounts with
respect to said Security, when and as the same shall become due and payable,
whether at maturity, upon redemption or otherwise, according to the terms
thereof and of the Indenture referred to therein.
The Guarantor agrees to determine, at least one business day prior to
the date upon which a payment of principal of and premium, if any, or interest
on is due and payable, whether Tupperware Finance Company B.V. (the "Company")
has available the funds to make such payment as the same shall become due and
payable. In case of the failure of the Company punctually to pay any such
principal, premium or interest, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable,
whether at maturity, upon redemption, or otherwise, and as if such payment were
made by the Company. The Guarantor agrees to pay any additional amounts as soon
as practicable after such amounts become payable and the Company fails to make
full payment thereof.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to require a proceeding first against the Company,
protest or notice with respect to said Security or indebtedness evidenced
thereby, and all demands whatsoever, and covenants that this Guarantee will not
be discharged except by complete performance of the obligations contained in
said Security and in this Guarantee.
The Guarantor shall be subrogated to all rights of the Holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the holders of all of the Securities
of the series upon which this Guarantee is endorsed then outstanding, be
entitled to enforce or to receive any payments arising out of or based upon such
right of subrogation until the principal of and interest on all the Securities
of such series shall have been paid in full or payment thereof shall have been
provided for in accordance with said Indenture.
Notwithstanding anything to the contrary contained herein, if
following any payment of principal, premium or interest by the Company on the
Securities to the Holders of the Securities it is determined by a final decision
of a court of competent jurisdiction that such payment shall be avoided by a
trustee in bankruptcy (including any debtor-in-possession) as a preference under
11 U.S.C. Section 547 and such payment is paid by such Holder to such trustee in
bankruptcy, then and to the extent of such repayment, the obligations of the
Guarantor hereunder shall remain in full force and effect.
The Guarantor hereby certifies and warrants that all acts, conditions
and things required to be done and performed and to have happened prior to the
creation and issuance of this Guarantee and to constitute the same as the legal,
valid and binding obligation of the Guarantor enforceable in accordance with its
terms, have been done and performed and have happened in due and strict
compliance with applicable laws.
This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Security until the certificate of authentication on such
Security shall have been signed by the Trustee (or the Authenticating Agent).
This Guarantee shall be governed by the laws of the State of New York.
All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, TUPPERWARE CORPORATION has caused this Guarantee
to be signed in its corporate name by the signature of one of its officers
thereunto duly authorized and has caused its corporate seal to be affixed
hereunto or imprinted or otherwise reproduced hereon.
TUPPERWARE CORPORATION
By:____________________________________
Authorized Officer
272033.02
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