Exhibit 4.2
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING
OF THE INDENTURE (HEREINAFTER DEFINED) AND IS REGISTERED IN THE
NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE OF
A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF
THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS NOTE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
TRUST (HEREINAFTER DEFINED) OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND UNLESS ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR 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.
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CUSIP No.:
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37248JAT9
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Principal Amount: U.S. $2,491
,000.00
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ISIN No.:
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US37248JAT9
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GENWORTH GLOBAL FUNDING TRUST 2008-13
GENWORTH DIRECTNOTES SM
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Original Issue Date: April 10,
2008
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Floating Rate Note: o Yes x No.
If yes,
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Issue Price: 100.00%
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Floating Rate Notes o
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Stated Maturity Date: April 15,
2019
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Floating Rate/Fixed Rate Notes
o
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Settlement Date: April 10, 2008
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Fixed Rate/Floating Rate Notes
o
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Securities Exchange Listing: o Yes x No.
If yes,
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Inverse Floating Rate Notes o
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indicate name(s) of Securities
Exchange(s):
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Interest Rate
Basis(es):
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.
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LIBOR o
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Depositary: The Depository Trust
Company
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o
LIBOR Reuters:
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Authorized Denominations: $1,000 and any
integral
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LIBOR
Currency:
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multiple of $1,000 in excess thereof
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CMT
Rate o
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Collateral held in the Trust: Genworth Life and
Annuity
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CD
Rate o
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Insurance Company Funding Agreement
No. GS-
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Commercial Paper Rate o
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R6029, all proceeds of the Funding Agreement
and all
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Prime Rate o
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amounts and instruments on deposit from time to
time
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Treasury Rate o
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in
the related collection account and all books and
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Index
Maturity:
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records pertaining to the foregoing.
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Spread and/or
Spread Multiplier:
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Interest Rate or Formula:
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Fixed Rate Notes: x Yes o No.
If yes,
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Initial Interest Rate,
if any:
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Interest Rate: 5.40
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Initial Interest Reset
Date:
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Interest Payment Frequency:
Semi-annual
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Interest Reset
Dates:
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Interest Payment Dates: The 15 th
day of each
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Interest Determination
Date(s):
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April and
October of each year, provided, however ,
that
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Interest Payment
Dates:
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the first Interest
Payment Date shall be October 15,
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Maximum Interest Rate,
if any:
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2008; provided,
further , that the final Interest Payment
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Minimum Interest Rate,
if any:
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Date shall be the
Stated Maturity Date.
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Fixed Rate Commencement
Date, if any:
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Day
Count Convention: As indicated on the reverse
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Floating Rate
Commencement Date, if any:
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hereof.
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Fixed Interest Rate, if
any:
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Additional/Other Terms: Not
applicable
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Day Count
Convention:
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Discount Notes: o Yes x No.
If yes,
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Additional/Other
Terms:
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Total Amount of Discount:
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Regular Record Date(s):
15 calendar days prior to the
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Initial Accrual Period of Discount:
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Interest Payment
Date
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Interest Payment Dates:
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Sinking Fund: Not
applicable
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Additional/Other Terms:
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Calculation Agent, if
any: Not applicable
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Redemption Provisions: x Yes o No.
If yes,
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Additional/Other Terms:
Not applicable
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Initial Redemption Date: April 15,
2011
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Survivor’s
Option: x Yes o No.
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Initial Redemption Percentage:
100.00%
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If
yes, the attached Survivor’s Option Rider is
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Annual Redemption Percentage
Reduction,
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incorporated into this Note.
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if
any: Not applicable
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Trust Put
Limitation: x 1%;
or $
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Additional/Other Terms:
Notwithstanding
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anything to the contrary in Section 4 of
the
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reverse hereof, notice of any such
redemption
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will be given not more than seventy-five
(75)
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and
not less than thirty (30) calendar days prior
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to
the date of such redemption.
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Repayment Provisions: o Yes x No.
If yes,
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Repayment Date(s):
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Repayment Price:
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Additional/Other Terms:
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The Genworth
Global Funding Trust designated above (the “Trust”),
for value received, hereby promises to pay to Cede & Co.,
or its registered assigns, the Principal Amount specified above on
the Stated Maturity Date specified above and, if so specified
above, to pay interest thereon from the Original Issue Date
specified above or from the most recent Interest Payment Date
specified above to which interest has been paid or duly provided
for at the rate per annum determined in accordance with the
provisions on the reverse hereof and as specified above, until the
principal hereof is paid or made available for payment.
Payments of principal, premium, if any, and interest hereon will be
made in the lawful currency of the United States of America
(“U.S. Dollars” or “United States
Dollars”). The “Principal Amount” of this
Note at any time means (1) if this Note is a Discount Note (as
hereinafter defined), the Amortized Face Amount (as hereinafter
defined) at such time and (2) in all other cases, the
Principal Amount hereof. Capitalized terms not otherwise
defined herein shall have their meanings set forth in the
Indenture, dated as of the Original Issue Date (the
“Indenture”), between The Bank of New York
2
Trust Company,
N.A., as the indenture trustee (the “Indenture
Trustee”), and the Trust, or on the face hereof.
This Note will
mature on the Stated Maturity Date, unless its principal (or any
installment of its principal) becomes due and payable prior to the
Stated Maturity Date, whether, as applicable, by the declaration of
acceleration of maturity, notice of redemption by the Trust or
otherwise (the Stated Maturity Date or any date prior to the Stated
Maturity Date on which this Note becomes due and payable, as the
case may be, is referred to as the “Maturity
Date”).
A “Discount
Note” is any Note that has an Issue Price that is less than
100% of the Principal Amount thereof by more than a percentage
equal to the product of 0.25% and the number of full years to the
Stated Maturity Date.
Unless otherwise
specified above, the interest payable on each Interest Payment Date
or the Maturity Date will be the amount of interest accrued from
and including the Original Issue Date or from and including the
last Interest Payment Date to which interest has been paid or duly
provided for, as the case may be, to, but excluding, such Interest
Payment Date or the Maturity Date, as the case may be.
Unless otherwise
specified above, the interest payable on any Interest Payment Date
will be paid to the Person that was the Holder on the Regular
Record Date for such Interest Payment Date, which Regular Record
Date shall be the fifteenth (15 th ) calendar day,
whether or not a Business Day, immediately preceding the related
Interest Payment Date; provided that, notwithstanding any
provision of the Indenture to the contrary, interest payable on any
Maturity Date shall be payable to the Person to whom principal
shall be payable; and provided, further, that unless
otherwise specified above, in the case of a Note initially issued
between a Regular Record Date and the Interest Payment Date
relating to such Regular Record Date, interest for the period
beginning on the Original Issue Date and ending on such Interest
Payment Date shall be paid on the Interest Payment Date following
the next succeeding Regular Record Date to the Holder on such next
succeeding Regular Record Date.
Payments of
principal and premium, if any, and interest and other amounts due
and owing, if any, will be made through the Indenture Trustee to
the account of DTC or its nominee and will be made in accordance
with depositary arrangements with DTC.
Unless otherwise
specified on the face hereof, the Holder hereof will not be
obligated to pay any administrative costs imposed by banks in
making payments in immediately available funds by the Trust.
Any tax assessment or governmental charge imposed upon payments
hereunder, including, without limitation, any withholding tax, will
be borne by the Holder hereof.
REFERENCE IS
HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.
Unless the
certificate of authentication hereon shall have been executed by
the Indenture Trustee pursuant to the Indenture, this Note shall
not be entitled to any benefit under such Indenture or be valid or
obligatory for any purpose.
3
IN WITNESS
WHEREOF, the Trust has caused this instrument to be duly executed,
by manual or facsimile signature.
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THE GENWORTH GLOBAL
FUNDING TRUST
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SPECIFIED ON THE FACE
OF THIS NOTE
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Dated: April 10,
2008
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By: U.S. Bank National
Association, not in its individual
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capacity but solely as
Trustee
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By:
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/s/ Patricia M.
Child
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Authorized
Officer
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CERTIFICATE OF
AUTHENTICATION
This is one of the
Notes of the Genworth Global Funding Trust specified on the face of
this Note referred to in the within-mentioned Indenture.
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THE BANK OF NEW YORK
TRUST COMPANY, N.A.,
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as Indenture
Trustee
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Dated: April 10,
2008
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By:
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/s/ R.
Tarnas
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Authorized
Signatory
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4
[REVERSE FORM OF NOTE]
Section 1.
General . This Note is one of a duly
authorized issue of Notes of the Trust. The Notes are issued
pursuant to the Indenture.
Section 2.
Currency .
This Note is denominated in, and payments of principal, premium, if
any, and/or interest, if any, will be made in U.S. Dollars.
Section 3. Determination of
Interest Rate and Certain Other Terms .
(a) Fixed Rate
Notes . If this Note is specified on the face hereof as a
“Fixed Rate Note”:
(i)
This Note will bear interest at the rate per annum specified on the
face hereof. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.
(ii)
Unless otherwise specified on the face hereof, the Interest Payment
Dates for this Note will be as follows:
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Interest Payment Frequency
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Interest Payment Dates
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Monthly
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Fifteenth day of each calendar month, beginning
in the first calendar month following the month this Note was
issued.
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Quarterly
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Fifteenth day of each March, June,
September and December, beginning on the first such date
following the date this Note was issued.
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Semi-annual
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Fifteenth day of the two months of each year
specified on the face hereof, beginning on the first such date
following the date this Note was issued.
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Annual
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Fifteenth day of the month of each year
specified on the face hereof, beginning on the first such date
following the date this Note was issued.
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(iii)
Unless otherwise specified on the face hereof, if any Interest
Payment Date or the Maturity Date of this Note falls on a day that
is not a Business Day, the Trust will make the required payment of
principal, premium, if any, and/or interest or other amounts on the
next succeeding Business Day, and no additional interest will
accrue in respect of the payment made on that next succeeding
Business Day.
(b)
Floating Rate Notes . If this Note is specified on the face
hereof as a “Floating Rate Note”:
5
(i)
Interest Rate Basis . As specified on the face hereof,
interest on this Note will be determined by reference to the
applicable Interest Rate Basis or Interest Rate Bases, which may,
as described below, include the CD Rate, the CMT Rate, the
Commercial Paper Rate, LIBOR, the Prime Rate or the Treasury Rate
(each as defined below).
(ii) Effective
Rate . The rate derived from the applicable Interest Rate Basis
or Interest Rate Bases will be determined in accordance with the
related provisions below. The interest rate in effect on each day
will be based on: (1) if that day is an Interest Reset Date,
the rate determined as of the Interest Determination Date
immediately preceding that Interest Reset Date; or (2) if that
day is not an Interest Reset Date, the rate determined as of the
Interest Determination Date immediately preceding the most recent
Interest Reset Date.
(iii) Spread; Spread
Multiplier; Index Maturity . The “Spread” is the
number of basis points (one one-hundredth of a percentage point)
specified on the face hereof to be added to or subtracted from the
related Interest Rate Basis or Interest Rate Bases applicable to
this Note. The “Spread Multiplier” is the percentage
specified on the face hereof of the related Interest Rate Basis or
Interest Rate Bases applicable to this Note by which the Interest
Rate Basis or Interest Rate Bases will be multiplied to determine
the applicable interest rate. The “Index Maturity” is
the period to maturity of the instrument or obligation with respect
to which the related Interest Rate Basis or Interest Rate Bases
will be calculated.
(iv) Floating Rate
Note . Unless this Note is specified on the face hereof as a
Floating Rate/Fixed Rate Note or a Fixed Rate/Floating Rate Note,
this Note (a “Floating Rate Note”) will bear interest
at the rate determined by reference to the applicable Interest Rate
Basis or Interest Rate Bases: (1) plus or minus the applicable
Spread, if any; and/or (2) multiplied by the applicable Spread
Multiplier, if any; provided , however , that
interest on this Note will not be less than zero. Commencing
on the first Interest Reset Date, the rate at which interest on
this Floating Rate Note is payable will be reset as of each
Interest Reset Date; provided, however , that the interest
rate in effect for the period, if any, from the Original Issue Date
to the first Interest Reset Date will be the Initial Interest
Rate.
(v) Floating
Rate/Fixed Rate Notes . If this Note is specified on the
face hereof as a “Floating Rate/Fixed Rate Note”, this
Note will bear interest at the rate determined by reference to the
applicable Interest Rate Basis or Interest Rate Bases:
(1) plus or minus the applicable Spread, if any; and/or
(2) multiplied by the applicable Spread Multiplier, if any;
provided , however , that interest on this Note will
not be less than zero. Commencing on the first Interest Reset
Date, the rate at which this Floating Rate/Fixed Rate Note is
payable will be reset as of each Interest Reset Date; provided,
however , that: (A) the interest rate in effect for the
period, if any, from the Original Issue Date to the first Interest
Reset Date will be the Initial Interest Rate specified on the face
hereof; and (B) the interest rate in effect commencing on the
Fixed Rate Commencement Date will be the Fixed Interest Rate, if
specified on the
6
face hereof, or,
if not so specified, the interest rate in effect on the day
immediately preceding the Fixed Rate Commencement Date.
(vi) Fixed Rate/Floating
Rate Notes . If this Note is specified on the face hereof
as a “Fixed Rate/Floating Rate Note”, this Note will
bear interest at the rate per annum specified on the face hereof as
the Fixed Interest Rate; provided, however , that commencing
on the Floating Rate Commencement Date, this Note will bear
interest at the rate determined by reference to the applicable
Interest Rate Basis or Interest Rate Bases: (1) plus or minus
the applicable Spread, if any; and/or (2) multiplied by the
applicable Spread Multiplier, if any; provided ,
however , that interest on this Note will not be less than
zero. Commencing on the first Interest Reset Date, the rate
at which this Fixed Rate/Floating Rate Note is payable will be
reset as of each Interest Reset Date.
(vii) Interest Reset Dates
. The period between
Interest Reset Dates will be the “Interest Period.”
Unless otherwise specified on the face hereof, the Interest Reset
Dates will be, in the case of this Floating Rate Note if by
its terms it resets: (1) daily—each business day;
(2) weekly—the Wednesday of each week, with the
exception of any weekly reset Floating Rate Note as to which the
Treasury Rate is an applicable Interest Rate Basis, which will
reset the Tuesday of each week; (3) monthly—the
fifteenth day of each calendar month; (4) quarterly—the
fifteenth day of March, June, September and December of
each year; (5) semi-annually—the fifteenth day of the
two months of each year specified on the face hereof; and
(6) annually—the fifteenth day of the month of each year
specified on the face hereof; provided, however , that, with
respect to a Floating Rate/Fixed Rate Note, the rate of interest
thereon will not reset after the particular Fixed Rate Commencement
Date. If any Interest Reset Date for this Floating Rate Note
would otherwise be a day that is not a Business Day, the particular
Interest Reset Date will be postponed to the next succeeding
Business Day, except that in the case of a Floating Rate Note as to
which LIBOR is an applicable Interest Rate Basis and that Business
Day falls in the next succeeding calendar month, the particular
Interest Reset Date will be the immediately preceding Business
Day.
(viii) Interest Determination
Dates . Unless
otherwise specified on the face hereof, the interest rate
applicable to a Floating Rate Note for an Interest Period
commencing on the related Interest Reset Date will be determined by
reference to the applicable Interest Rate Basis as of the
particular “Interest Determination Date”, which will
be: (1) with respect to the Commercial Paper Rate and the
Prime Rate—the Business Day immediately preceding the related
Interest Reset Date; (2) with respect to the CD Rate and the
CMT Rate—the second Business Day preceding the related
Interest Reset Date; (3) with respect to LIBOR—the
second London Banking Day (as defined below) preceding the related
Interest Reset Date; and (4) with respect to the Treasury
Rate—the day of the week in which the related Interest Reset
Date falls on which day Treasury Bills (as defined below) are
normally auctioned (i.e., Treasury Bills are normally sold at
auction on Monday of each week, unless that day is a legal holiday,
in which case the auction is normally held on the following
Tuesday, except that the auction may be held on the preceding
Friday);
7
provided, however
, that if an auction is held on the Friday of the week preceding
the related Interest Reset Date, the Interest Determination Date
will be the preceding Friday. Unless otherwise specified on
the face hereof, the Interest Determination Date pertaining to a
Floating Rate Note, the interest rate of which is determined with
reference to two or more Interest Rate Bases, will be the latest
Business Day which is at least two Business Days before the related
Interest Reset Date for the applicable Floating Rate Note on which
each Interest Reset Basis is determinable. “London Banking
Day” means a day on which commercial banks are open for
business (including dealings in the LIBOR Currency as hereinafter
defined) in London.
(ix) Calculation
Dates . The
interest rate applicable to each Interest Period will be determined
by the Calculation Agent on or prior to the Calculation Date (as
defined below), except with respect to LIBOR, which will be
determined on the particular Interest Determination Date. Upon
request of the Holder of a Floating Rate Note, the Calculation
Agent will disclose the interest rate then in effect and, if
determined, the interest rate that will become effective as a
result of a determination made for the next succeeding Interest
Reset Date with respect to such Floating Rate Note. The
“Calculation Date”, if applicable, pertaining to any
Interest Determination Date will be the earlier of: (1) the
tenth calendar day after the particular Interest Determination Date
or, if such day is not a Business Day, the next succeeding Business
Day; or (2) the Business Day immediately preceding the
applicable Interest Payment Date or the Maturity Date, as the case
may be.
(x) Maximum or
Minimum Interest Rate . If specified on the face hereof, this
Note may have either or both of a Maximum Interest Rate or a
Minimum Interest Rate. If a Maximum Interest Rate is so
designated, the interest rate for a Floating Rate Note cannot ever
exceed such Maximum Interest Rate and in the event that the
interest rate on any Interest Reset Date would exceed such Maximum
Interest Rate (as if no Maximum Interest Rate were in effect) then
the interest rate on such Interest Reset Date shall be the Maximum
Interest Rate. If a Minimum Interest Rate is so designated,
the interest rate for a Floating Rate Note cannot ever be less than
such Minimum Interest Rate and in the event that the interest rate
on any Interest Reset Date would be less than such Minimum Interest
Rate (as if no Minimum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Minimum
Interest Rate. Notwithstanding anything to the contrary
contained herein, the interest rate on a Floating Rate Note shall
not exceed the maximum interest rate permitted by applicable
law.
(xi) Interest
Payments . Unless otherwise specified on
the face hereof, the Interest Payment Dates will be, in the case of
a Floating Rate Note which resets: (1) daily, weekly or
monthly—the fifteenth day of each calendar month;
(2) quarterly—the fifteenth day of March, June,
September and December of each year;
(3) semi-annually—the fifteenth day of the two months of
each year specified on the face hereof; and
(4) annually—the fifteenth day of the month of each year
as specified on the face hereof. In addition, the Maturity
Date will also be an Interest Payment Date. If any Interest
Payment Date other than the Maturity Date for this Floating Rate
Note would otherwise be a day that is not a Business Day, such
Interest Payment Date will
8
be postponed to
the next succeeding Business Day, except that in the case of a
Floating Rate Note as to which LIBOR is an applicable Interest Rate
Basis and that Business Day falls in the next succeeding calendar
month, the particular Interest Payment Date will be the immediately
preceding Business Day. If the Maturity Date of a Floating Rate
Note falls on a day that is not a Business Day, the Trust will make
the required payment of principal, premium, if any, and interest,
if any, or other amounts on the next succeeding Business Day, and
no additional interest will accrue in respect of the payment made
on that next succeeding Business Day.
(xii) Rounding . Unless
otherwise specified on the face hereof, all percentages resulting
from any calculation on this Floating Rate Note will be rounded to
the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards. All dollar
amounts used in or resulting from any calculation on this Floating
Rate Note will be rounded to the nearest cent.
(xiii) Interest Factor . With
respect to this Floating Rate Note, accrued interest is calculated
by multiplying the principal amount of such Note by an accrued
interest factor. The accrued interest factor is computed by adding
the interest factor calculated for each day in the particular
Interest Period. Unless otherwise specified on the face hereof, the
interest factor for each day will be computed by dividing the
interest rate applicable to such day by 360, in the case of a
Floating Rate Note as to which the CD Rate, the Commercial Paper
Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis,
or by the actual number of days in the year, in the case of a
Floating Rate Note as to which the CMT Rate or the Treasury Rate is
an applicable Interest Rate Basis. The interest factor for a
Floating Rate Note as to which the interest rate is calculated with
reference to two or more Interest Rate Bases will be calculated in
each period in the same manner as if only the applicable Interest
Rate Basis specified above applied.
(xiv) Determination of Interest Rate
Basis . The Calculation Agent shall determine the rate derived
from each Interest Rate Basis in accordance with the following
provisions:
(A) CD Rate Notes . If
the Interest Rate Basis is the CD Rate, this Note shall be deemed a
“CD Rate Note.” Unless otherwise specified on the
face hereof, “CD Rate” means: (1) the rate on the
particular Interest Determination Date for negotiable United States
Dollar certificates of deposit having the Index Maturity specified
on the face hereof as published in H.15(519) (as defined below)
under the caption “CDs (secondary market)”; or
(2) if the rate referred to in clause (1) is not so
published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on the particular Interest Determination
Date for negotiable United States Dollar certificates of deposit of
the particular Index Maturity as published in H.15 Daily Update (as
defined below), or other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption
“CDs (secondary market)”; or (3) if the rate
referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as
9
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 non-bank dealers in negotiable United States Dollar
certificates of deposit in New York City (which may include the
purchasing agent or its affiliates) selected by the Calculation
Agent for negotiable United States Dollar certificates of deposit
of major United States money market banks for negotiable United
States certificates of deposit with a remaining maturity closest to
the particular Index Maturity in an amount that is representative
for a single transaction in that market at that time; or
(4) if the dealers so selected by the Calculation Agent are
not quoting as mentioned in clause (3), the CD Rate in effect on
the particular Interest Determination Date. “H.15(519)”
means the weekly statistical release designated as H.15(519), or
any successor publication, published by the Board of Governors of
the Federal Reserve System. “H.15 Daily Update” means
the daily update of H.15(519), available through the world-wide-web
site of the Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/H15/ update, or any
successor site or publication.
(B) CMT Rate Notes
. If the Interest Rate Basis is the CMT Rate, this Note shall
be deemed a “CMT Rate Note.” Unless otherwise
specified on the face hereof, “CMT Rate” means:
(1) if CMT Moneyline Telerate
Page 7051 is specified on the face hereof:
i.
the percentage equal to the yield for United States Treasury
securities at “constant maturity” having the Index
Maturity specified on the face hereof as published in H.15(519)
under the caption “Treasury Constant Maturities”, as
the yield is displayed on Moneyline Telerate (or any successor
service) on page 7051 (or any other page as may replace
the specified page on that service) (“Moneyline Telerate
Page 7051”), for the particular Interest Determination
Date; or
ii. if
the rate referred to in clause (i) does not so appear on
Moneyline Telerate Page 7051, the percentage equal to the
yield for United States Treasury securities at “constant
maturity” having the particular Index Maturity and for the
particular Interest Determination Date as published in H.15(519)
under the caption “Treasury Constant Maturities”;
or
iii. if the
rate referred to in clause (ii) does not so appear in
H.15(519), the rate on the particular Interest Determination Date
for the period of the particular Index Maturity as may then be
published by either the Federal Reserve System Board of Governors
or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate which
would otherwise have been published in H.15(519); or
10
iv. if the rate
referred to in clause (iii) is not so published, the rate on
the particular Interest Determination Date calculated by the
Calculation Agent as a yield to maturity based on the arithmetic
mean of the secondary market bid prices at approximately
3:30 P.M., New York City time, on that Interest Determination
Date of three leading primary United States government securities
dealers in New York City (which may include the purchasing agent or
its affiliates) (each, a “Reference Dealer”) selected
by the Calculation Agent from five 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 United States
Treasury securities with an original maturity equal to the
particular Index Maturity, a remaining term to maturity no more
than one year shorter than that Index Maturity and in a principal
amount that is representative for a single transaction in the
securities in that market at that time; or
v. if fewer
than five but more than two of the prices referred to in clause
(iv) are provided as requested, the rate on the particular
Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither
the highest nor the lowest of the quotations shall be eliminated;
or
vi. if fewer than
three prices referred to in clause (iv) are provided as
requested, the rate on the particular Interest Determination Date
calculated by the Calculation Agent as a yield to maturity based on
the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on that Interest
Determination Date of three Reference Dealers selected by the
Calculation Agent from five 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 United States
Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity closest to
that Index Maturity and in a principal amount that is
representative for a single transaction in the securities in that
market at that time; or
vii. if fewer than five but
more than two prices referred to in clause (vi) are provided
as requested, the rate on the particular Interest Determination
Date calculated by the Calculation Agent based on the arithmetic
mean of the bid prices obtained and neither the highest nor the
lowest of the quotations will be eliminated; or
11
viii. if fewer than three prices
referred to in clause (vi) are provided as requested, the CMT
Rate in effect on the particular Interest Determination Date;
or
(2) if CMT Moneyline Telerate
Page 7052 is specified on the face hereof:
i.
the percentage equal to the one-week or one-month, as specified on
the face hereof, average yield for United States Treasury
securities at “constant maturity” having the Index
Maturity specified on the face hereof as published in H.15(519)
opposite the caption “Treasury Constant Maturities”, as
the yield is displayed on Moneyline Telerate (or any successor
service) (on page 7052 or any other page as may replace
the specified page on that service) (“Moneyline Telerate
Page 7052”), for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which
the particular Interest Determination Date falls; or
ii. if
the rate referred to in clause (i) does not so appear on
Moneyline Telerate Page 7052, the percentage equal to the
one-week or one-month, as specified on the face hereof, average
yield for United States Treasury securities at “constant
maturity” having the particular Index Maturity and for the
week or month, as applicable, preceding the particular Interest
Determination Date as published in H.15(519) opposite the caption
“Treasury Constant Maturities”; or
iii. if the
rate referred to in clause (ii) does not so appear in
H.15(519), the one-week or one-month, as specified on the face
hereof, average yield for United States Treasury securities at
“constant maturity” having the particular Index
Maturity as otherwise announced by the Federal Reserve Bank of New
York for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the particular
Interest Determination Date falls; or
iv. if the rate
referred to in clause (iii) is not so published, the rate on
the particular Interest Determination Date calculated by the
Calculation Agent as a yield to maturity based on the arithmetic
mean of the secondary market bid prices at approximately
3:30 P.M., New York City time, on that Interest Determination
Date of three Reference Dealers selected by the Calculation Agent
from five 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 United States Treasury securities
with an original maturity equal to the particular Index Maturity,
a
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remaining term to maturity no more than one
year shorter than that Index Maturity and in a principal amount
that is representative for a single transaction in the securities
in that market at that time; or
v. if fewer
than five but more than two of the prices referred to in clause
(iv) are provided as requested, the rate on the particular
Interest Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither
the highest nor the lowest of the quotations shall be eliminated;
or
vi. if fewer than
three prices referred to in clause (iv) are provided as
requested, the rate on the particular Interest Determination Date
calculated by the Calculation A
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