Back to top

INDENTURE

Indenture Agreement

INDENTURE | Document Parties: GENWORTH LIFE & ANNUITY INSURANCE CO | BANK OF NEW YORK TRUST COMPANY, N.A. | US Bank National Association You are currently viewing:
This Indenture Agreement involves

GENWORTH LIFE & ANNUITY INSURANCE CO | BANK OF NEW YORK TRUST COMPANY, N.A. | US Bank National Association

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: INDENTURE
Governing Law: New York     Date: 6/26/2008

INDENTURE, Parties: genworth life & annuity insurance co , bank of new york trust company  n.a. , us bank national association
50 of the Top 250 law firms use our Products every day

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.

 

CUSIP No.:

 

37248JBP6

 

Principal Amount: U.S. $10,406 ,000.00

ISIN No.:

 

US37248JBP66

 

 

 

GENWORTH GLOBAL FUNDING TRUST 2008-33
GENWORTH DIRECTNOTES SM

 

Original Issue Date: June 26, 2008

 

Floating Rate Note: o Yes x No.  If yes,

Issue Price: 100.00%

 

Floating Rate Notes o

Stated Maturity Date: June 15, 2018

 

Floating Rate/Fixed Rate Notes o

Settlement Date: June 26, 2008

 

Fixed Rate/Floating Rate Notes o

Securities Exchange Listing: o Yes x No.  If yes,
indicate name(s) of Securities Exchange(s):                                                                     

 

Inverse Floating Rate Notes o
Interest Rate Basis(es):
LIBOR o

Depositary: The Depository Trust Company

 

o LIBOR Reuters:

Authorized Denominations: $1,000 and any integral
multiple of $1,000 in excess thereof

 

LIBOR Currency:
CMT Rate
o

Collateral held in the Trust: Genworth Life and Annuity Insurance Company Funding Agreement No. GS-R6049, all proceeds of the Funding Agreement and all amounts and instruments on deposit from time to time in the related collection account and all books and records pertaining to the foregoing.

 

CD Rate o
Commercial Paper Rate o
Prime Rate o
Treasury Rate o
Index Maturity:

Interest Rate or Formula:

 

Spread and/or Spread Multiplier:

 



 

Fixed Rate Notes: x Yes o No.  If yes,

 

Initial Interest Rate, if any:

Interest Rate: 6.35%

 

Initial Interest Reset Date:

Interest Payment Frequency: Semi-annual

 

Interest Reset Dates:

Interest Payment Dates: The 15 th day of each June and December of each year, provided, however , that the first Interest Payment Date shall be December 15, 2008; provided, further , that the final Interest Payment Date shall be the Stated Maturity Date.

Day Count Convention: As indicated on the

reverse hereof.

Additional/Other Terms: Not applicable

Discount Notes: o Yes x No.  If yes,

Total Amount of Discount:

Initial Accrual Period of Discount:

 

Interest Payment Dates:

Additional/Other Terms:

Redemption Provisions: x Yes o No.  If yes,

Initial Redemption Date: June 15, 2010

Initial Redemption Percentage: 100.00%

Annual Redemption Percentage Reduction, if any: Not applicable

Additional/Other Terms: Notwithstanding anything to the contrary in Section 4 of the reverse hereof, notice of any such redemption will be given not more than seventy-five (75) and not less than thirty (30) calendar days prior to the date of such redemption.

Repayment Provisions: o Yes x No.  If yes,

Repayment Date(s):

Repayment Price:

Additional/Other Terms:

 

Interest Determination Date(s):
Interest Payment Dates:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:

Fixed Rate Commencement Date, if any:

Floating Rate Commencement Date, if any:

Fixed Interest Rate, if any:

Day Count Convention:

Additional/Other Terms:

Regular Record Date(s): 15 calendar days prior to the
Interest Payment Date

Sinking Fund: Not applicable

Calculation Agent, if any: Not applicable

Additional/Other Terms: Not applicable

Survivor’s Option: x Yes o No.

If yes, the attached Survivor’s Option Rider is

incorporated into this Note.

 

Trust Put Limitation:  x  1%; or $           

 

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.

 

 

 

 

THE GENWORTH GLOBAL FUNDING TRUST
SPECIFIED ON THE FACE OF THIS NOTE

 

 

 

Dated: June 26, 2008

 

By: U.S. Bank National Association, not in its individual capacity but solely as Trustee

 

 

 

 

 

 

 

 

By:

/s/ Patricia M. Child

 

 

 

Authorized Officer

 

 

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.

 

 

 

 

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Indenture Trustee

 

 

 

 

 

 

Dated: June 26, 2008

 

 

 

 

 

 

 

By:

/s/ R. Tarnas

 

 

 

Authorized Signatory

 

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:

 

Interest Payment Frequency

 

Interest Payment Dates

Monthly

 

Fifteenth day of each calendar month, beginning in the first calendar month following the month this Note was issued.

 

 

 

Quarterly

 

Fifteenth day of each March, June, September and December, beginning on the first such date following the date this Note was issued.

 

 

 

Semi-annual

 

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.

 

 

 

Annual

 

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.

 

(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

 

12



 

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 calculat



















 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more