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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37248JBS0
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Principal Amount: U.S. $2,120
,000.00
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ISIN No.:
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US37248JBS06
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GENWORTH GLOBAL FUNDING TRUST 2008-36
GENWORTH DIRECTNOTES SM
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Original Issue
Date: July 10, 2008
Issue Price:
100.00%
Stated Maturity
Date: July 15, 2028
Settlement Date:
July 10, 2008
Securities Exchange Listing: o Yes x No. If yes,
indicate name(s) of Securities Exchange(s):
Depositary: The
Depository Trust Company
Authorized
Denominations: $1,000 and any integral multiple of $1,000 in excess
thereof
Collateral held in
the Trust: Genworth Life and Annuity
Insurance
Company Funding Agreement No. GS-R6052, 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.
Interest Rate or
Formula:
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Floating Rate
Note: o Yes x No. If yes,
Floating Rate
Notes o
Floating
Rate/Fixed Rate Notes o
Fixed
Rate/Floating Rate Notes o
Inverse
Floating Rate Notes o
Interest Rate
Basis(es):
LIBOR
o
o LIBOR Reuters:
LIBOR
Currency:
CMT
Rate o
CD Rate
o
Commercial
Paper Rate o
Prime
Rate o
Treasury
Rate o
Index
Maturity:
Spread and/or
Spread Multiplier:
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Fixed Rate
Notes: x Yes o No. If yes,
Interest Rate:
6.15%
Interest
Payment Frequency: Semi-annual
Interest Payment
Dates: The 15 th day of each January and
July of each year, provided, however , that the first
Interest Payment Date shall be January 15, 2009; 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: July 15, 2012
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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Initial
Interest Rate, if any:
Initial
Interest Reset Date:
Interest Reset
Dates:
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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Mellon 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: July 10,
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
MELLON TRUST
COMPANY, N.A., as Indenture Trustee
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Dated: July 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
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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
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 calculated by the
Calculation Agent as a yield to maturity based on the arithmetic
mean of the sec
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