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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37248JBP6
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Principal Amount: U.S. $10,406
,000.00
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ISIN No.:
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US37248JBP66
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GENWORTH GLOBAL FUNDING TRUST 2008-33
GENWORTH DIRECTNOTES SM
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Original Issue Date:
June 26, 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:
June 15, 2018
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Floating Rate/Fixed Rate Notes
o
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Settlement Date:
June 26, 2008
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Fixed Rate/Floating Rate Notes
o
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Securities Exchange Listing: o Yes x No.
If yes,
indicate name(s) of Securities Exchange(s):
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Inverse Floating Rate Notes o
Interest Rate Basis(es):
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
multiple of $1,000 in excess thereof
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LIBOR Currency:
CMT Rate o
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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.
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CD
Rate o
Commercial Paper Rate o
Prime Rate o
Treasury Rate o
Index Maturity:
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Interest Rate or
Formula:
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Spread and/or Spread
Multiplier:
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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:
6.35%
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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 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:
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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
$
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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
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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
SPECIFIED ON THE FACE OF THIS NOTE
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Dated: June 26,
2008
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By: U.S. Bank National
Association, not in its individual 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.,
as Indenture Trustee
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Dated: June 26,
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
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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 calculat
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