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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37248JBT8
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Principal Amount: U.S.
$1,348,000.00
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ISIN No.:
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US37248JBT88
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GENWORTH GLOBAL FUNDING TRUST
2008-37
GENWORTH DIRECTNOTES
SM
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Original Issue Date: July 17,
2008
Issue Price: 100.00%
Stated Maturity Date: July 15,
2015
Settlement Date: July 17,
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-R6053, 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:
5.25%
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: o Yes x No. If yes,
Initial Redemption Date:
Initial Redemption
Percentage:
Annual Redemption Percentage
Reduction, if any:
Additional/Other Terms:
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 Mellon Trust
Company, N.A., as the indenture trustee (the “Indenture
Trustee”), and the Trust, or on the face hereof.
2
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 17, 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 17, 2008
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By:
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/s/ R. Tarnas
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Authorized Signatory
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4
[REVERSE FORM OF
NOTE]
Section 1. General
. This Note is one of a duly
authorized issue of Notes of the Trust. The Notes are issued
pursuant to the Indenture.
Section 2. Currency
. This Note is
denominated in, and payments of principal, premium, if any, and/or
interest, if any, will be made in U.S. Dollars.
Section 3. Determination of
Interest Rate and Certain Other Terms .
(a)
Fixed Rate Notes
. If this Note is specified on the
face hereof as a “Fixed Rate Note”:
(i)
This Note will bear interest at the rate per annum specified on the
face hereof. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.
(ii) Unless
otherwise specified on the face hereof, the Interest Payment Dates
for this Note will be as follows:
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Interest Payment Frequency
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Interest Payment
Dates
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Monthly
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Fifteenth day of each calendar month, beginning
in the first calendar month following the month this Note was
issued.
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Quarterly
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Fifteenth day of each March, June,
September and December, beginning on the first such date
following the date this Note was issued.
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Semi-annual
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Fifteenth day of the two months of each year
specified on the face hereof, beginning on the first such date
following the date this Note was issued.
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Annual
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Fifteenth day of the month of each year
specified on the face hereof, beginning on the first such date
following the date this Note was issued.
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(iii)
Unless otherwise specified on the face hereof, if any Interest
Payment Date or the Maturity Date of this Note falls on a day that
is not a Business Day, the Trust will make the required payment of
principal, premium, if any, and/or interest or other amounts on the
next succeeding Business Day, and no additional interest will
accrue in respect of the payment made on that next succeeding
Business Day.
(b)
Floating Rate Notes
. If this Note is specified on the
face hereof as a “Floating Rate Note”:
5
(i)
Interest Rate Basis . As specified on the face hereof,
interest on this Note will be determined by reference to the
applicable Interest Rate Basis or Interest Rate Bases, which may,
as described below, include the CD Rate, the CMT Rate, the
Commercial Paper Rate, LIBOR, the Prime Rate or the Treasury Rate
(each as defined below).
(ii)
Effective Rate . The rate derived from the applicable
Interest Rate Basis or Interest Rate Bases will be determined in
accordance with the related provisions below. The interest rate in
effect on each day will be based on: (1) if that day is an
Interest Reset Date, the rate determined as of the Interest
Determination Date immediately preceding that Interest Reset Date;
or (2) if that day is not an Interest Reset Date, the rate
determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date.
(iii)
Spread; Spread Multiplier; Index Maturity . The
“Spread” is the number of basis points (one
one-hundredth of a percentage point) specified on the face hereof
to be added to or subtracted from the related Interest Rate Basis
or Interest Rate Bases applicable to this Note. The “Spread
Multiplier” is the percentage specified on the face hereof of
the related Interest Rate Basis or Interest Rate Bases applicable
to this Note by which the Interest Rate Basis or Interest Rate
Bases will be multiplied to determine the applicable interest rate.
The “Index Maturity” is the period to maturity of the
instrument or obligation with respect to which the related Interest
Rate Basis or Interest Rate Bases will be calculated.
(iv)
Floating Rate Note . Unless this Note is specified on the
face hereof as a Floating Rate/Fixed Rate Note or a Fixed
Rate/Floating Rate Note, this Note (a “Floating Rate
Note”) will bear interest at the rate determined by reference
to the applicable Interest Rate Basis or Interest Rate Bases:
(1) plus or minus the applicable Spread, if any; and/or
(2) multiplied by the applicable Spread Multiplier, if any;
provided , however , that interest on this Note will
not be less than zero. Commencing on the first Interest Reset
Date, the rate at which interest on this Floating Rate Note is
payable will be reset as of each Interest Reset Date; provided,
however , that the interest rate in effect for the period, if
any, from the Original Issue Date to the first Interest Reset Date
will be the Initial Interest Rate.
(v)
Floating Rate/Fixed Rate Notes . If this Note is
specified on the face hereof as a “Floating Rate/Fixed Rate
Note”, this Note will bear interest at the rate determined by
reference to the applicable Interest Rate Basis or Interest Rate
Bases: (1) plus or minus the applicable Spread, if any; and/or
(2) multiplied by the applicable Spread Multiplier, if any;
provided , however , that interest on this Note will
not be less than zero. Commencing on the first Interest Reset
Date, the rate at which this Floating Rate/Fixed Rate Note is
payable will be reset as of each Interest Reset Date; provided,
however , that: (A) the interest rate in effect for the
period, if any, from the Original Issue Date to the first Interest
Reset Date will be the Initial Interest Rate specified on the face
hereof; and (B) the interest rate in effect commencing on the
Fixed Rate Commencement Date will be the Fixed Interest Rate, if
specified on the
6
face hereof, or, if not so
specified, the interest rate in effect on the day immediately
preceding the Fixed Rate Commencement Date.
(vi)
Fixed Rate/Floating Rate Notes . If this Note is
specified on the face hereof as a “Fixed Rate/Floating Rate
Note”, this Note will bear interest at the rate per annum
specified on the face hereof as the Fixed Interest Rate;
provided, however , that commencing on the Floating Rate
Commencement Date, this Note will bear interest at the rate
determined by reference to the applicable Interest Rate Basis or
Interest Rate Bases: (1) plus or minus the applicable Spread,
if any; and/or (2) multiplied by the applicable Spread
Multiplier, if any; provided , however , that
interest on this Note will not be less than zero. Commencing
on the first Interest Reset Date, the rate at which this Fixed
Rate/Floating Rate Note is payable will be reset as of each
Interest Reset Date.
(vii)
Interest Reset Dates . The period between Interest Reset
Dates will be the “Interest Period.” Unless otherwise
specified on the face hereof, the Interest Reset Dates will be, in
the case of this Floating Rate Note if by its terms it
resets: (1) daily—each business day;
(2) weekly—the Wednesday of each week, with the
exception of any weekly reset Floating Rate Note as to which the
Treasury Rate is an applicable Interest Rate Basis, which will
reset the Tuesday of each week; (3) monthly—the
fifteenth day of each calendar month; (4) quarterly—the
fifteenth day of March, June, September and December of
each year; (5) semi-annually—the fifteenth day of the
two months of each year specified on the face hereof; and
(6) annually—the fifteenth day of the month of each year
specified on the face hereof; provided, however , that, with
respect to a Floating Rate/Fixed Rate Note, the rate of interest
thereon will not reset after the particular Fixed Rate Commencement
Date. If any Interest Reset Date for this Floating Rate Note
would otherwise be a day that is not a Business Day, the particular
Interest Reset Date will be postponed to the next succeeding
Business Day, except that in the case of a Floating Rate Note as to
which LIBOR is an applicable Interest Rate Basis and that Business
Day falls in the next succeeding calendar month, the particular
Interest Reset Date will be the immediately preceding Business
Day.
(viii)
Interest Determination Dates . Unless otherwise specified on the
face hereof, the interest rate applicable to a Floating Rate Note
for an Interest Period commencing on the related Interest Reset
Date will be determined by reference to the applicable Interest
Rate Basis as of the particular “Interest Determination
Date”, which will be: (1) with respect to the Commercial
Paper Rate and the Prime Rate—the Business Day immediately
preceding the related Interest Reset Date; (2) with respect to
the CD Rate and the CMT Rate—the second Business Day
preceding the related Interest Reset Date; (3) with respect to
LIBOR—the second London Banking Day (as defined below)
preceding the related Interest Reset Date; and (4) with
respect to the Treasury Rate—the day of the week in which the
related Interest Reset Date falls on which day Treasury Bills (as
defined below) are normally auctioned (i.e., Treasury Bills are
normally sold at auction on Monday of each week, unless that day is
a legal holiday, in which case the auction is normally held on the
following Tuesday, except that the auction may be held on the
preceding Friday);
7
provided, however
, that if an auction is held on the
Friday of the week preceding the related Interest Reset Date, the
Interest Determination Date will be the preceding Friday.
Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to a Floating Rate Note, the interest
rate of which is determined with reference to two or more Interest
Rate Bases, will be the latest Business Day which is at least two
Business Days before the related Interest Reset Date for the
applicable Floating Rate Note on which each Interest Reset Basis is
determinable. “London Banking Day” means a day on which
commercial banks are open for business (including dealings in the
LIBOR Currency as hereinafter defined) in London.
(ix)
Calculation Dates . The interest rate
applicable to each Interest Period will be determined by the
Calculation Agent on or prior to the Calculation Date (as defined
below), except with respect to LIBOR, which will be determined on
the particular Interest Determination Date. Upon request of the
Holder of a Floating Rate Note, the Calculation Agent will disclose
the interest rate then in effect and, if determined, the interest
rate that will become effective as a result of a determination made
for the next succeeding Interest Reset Date with respect to such
Floating Rate Note. The “Calculation Date”, if
applicable, pertaining to any Interest Determination Date will be
the earlier of: (1) the tenth calendar day after the
particular Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day; or (2) the
Business Day immediately preceding the applicable Interest Payment
Date or the Maturity Date, as the case may be.
(x)
Maximum or Minimum Interest Rate . If specified on the face
hereof, this Note may have either or both of a Maximum Interest
Rate or a Minimum Interest Rate. If a Maximum Interest Rate
is so designated, the interest rate for a Floating Rate Note cannot
ever exceed such Maximum Interest Rate and in the event that the
interest rate on any Interest Reset Date would exceed such Maximum
Interest Rate (as if no Maximum Interest Rate were in effect) then
the interest rate on such Interest Reset Date shall be the Maximum
Interest Rate. If a Minimum Interest Rate is so designated,
the interest rate for a Floating Rate Note cannot ever be less than
such Minimum Interest Rate and in the event that the interest rate
on any Interest Reset Date would be less than such Minimum Interest
Rate (as if no Minimum Interest Rate were in effect) then the
interest rate on such Interest Reset Date shall be the Minimum
Interest Rate. Notwithstanding anything to the contrary
contained herein, the interest rate on a Floating Rate Note shall
not exceed the maximum interest rate permitted by applicable
law.
(xi)
Interest Payments . Unless otherwise
specified on the face hereof, the Interest Payment Dates will be,
in the case of a Floating Rate Note which resets: (1) daily,
weekly or monthly—the fifteenth day of each calendar month;
(2) quarterly—the fifteenth day of March, June,
September and December of each year;
(3) semi-annually—the fifteenth day of the two months of
each year specified on the face hereof; and
(4) annually—the fifteenth day of the month of each year
as specified on the face hereof. In addition, the Maturity
Date will also be an Interest Payment Date. If any Interest
Payment Date other than the Maturity Date for this Floating Rate
Note would otherwise be a day that is not a Business Day, such
Interest Payment Date will
8
be postponed to the next succeeding
Business Day, except that in the case of a Floating Rate Note as to
which LIBOR is an applicable Interest Rate Basis and that Business
Day falls in the next succeeding calendar month, the particular
Interest Payment Date will be the immediately preceding Business
Day. If the Maturity Date of a Floating Rate Note falls on a day
that is not a Business Day, the Trust will make the required
payment of principal, premium, if any, and interest, if any, or
other amounts on the next succeeding Business Day, and no
additional interest will accrue in respect of the payment made on
that next succeeding Business Day.
(xii)
Rounding . Unless otherwise specified on the face hereof,
all percentages resulting from any calculation on this Floating
Rate Note will be rounded to the nearest one hundred-thousandth of
a percentage point, with five one-millionths of a percentage point
rounded upwards. All dollar amounts used in or resulting from any
calculation on this Floating Rate Note will be rounded to the
nearest cent.
(xiii)
Interest Factor . With respect to this Floating Rate Note,
accrued interest is calculated by multiplying the principal amount
of such Note by an accrued interest factor. The accrued interest
factor is computed by adding the interest factor calculated for
each day in the particular Interest Period. Unless otherwise
specified on the face hereof, the interest factor for each day will
be computed by dividing the interest rate applicable to such day by
360, in the case of a Floating Rate Note as to which the CD Rate,
the Commercial Paper Rate, LIBOR or the Prime Rate is an applicable
Interest Rate Basis, or by the actual number of days in the year,
in the case of a Floating Rate Note as to which the CMT Rate or the
Treasury Rate is an applicable Interest Rate Basis. The interest
factor for a Floating Rate Note as to which the interest rate is
calculated with reference to two or more Interest Rate Bases will
be calculated in each period in the same manner as if only the
applicable Interest Rate Basis specified above applied.
(xiv)
Determination of Interest Rate Basis . The Calculation Agent
shall determine the rate derived from each Interest Rate Basis in
accordance with the following provisions:
(A) CD Rate Notes
. If the Interest Rate Basis is the CD Rate, this Note shall
be deemed a “CD Rate Note.” Unless otherwise
specified on the face hereof, “CD Rate” means:
(1) the rate on the particular Interest Determination Date for
negotiable United States Dollar certificates of deposit having the
Index Maturity specified on the face hereof as published in
H.15(519) (as defined below) under the caption “CDs
(secondary market)”; or (2) if the rate referred to in
clause (1) is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on the
particular Interest Determination Date for negotiable United States
Dollar certificates of deposit of the particular Index Maturity as
published in H.15 Daily Update (as defined below), or other
recognized electronic source used for the purpose of displaying the
applicable rate, under the caption “CDs (secondary
market)”; or (3) if the rate referred to in clause
(2) is not so published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on the particular
Interest Determination Date calculated by the Calculation Agent
as
9
the arithmetic mean of the secondary
market offered rates as of 10:00 A.M., New York City time, on
that Interest Determination Date, of three leading non-bank dealers
in negotiable United States Dollar certificates of deposit in New
York City (which may include the purchasing agent or its
affiliates) selected by the Calculation Agent for negotiable United
States Dollar certificates of deposit of major United States money
market banks for negotiable United States certificates of deposit
with a remaining maturity closest to the particular Index Maturity
in an amount that is representative for a single transaction in
that market at that time; or (4) if the dealers so selected by
the Calculation Agent are not quoting as mentioned in clause (3),
the CD Rate in effect on the particular Interest Determination
Date. “H.15(519)” means the weekly statistical release
designated as H.15(519), or any successor publication, published by
the Board of Governors of the Federal Reserve System. “H.15
Daily Update” means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the
Federal Reserve System at
http://www.federalreserve.gov/releases/H15/ update, or any
successor site or publication.
(B) CMT Rate Notes
. If the Interest Rate Basis is the CMT Rate, this Note shall
be deemed a “CMT Rate Note.” Unless otherwise
specified on the face hereof, “CMT Rate”
means:
(1) if CMT Moneyline Telerate
Page 7051 is specified on the face hereof:
i.
the percentage equal to the yield
for United States Treasury securities at “constant
maturity” having the Index Maturity specified on the face
hereof as published in H.15(519) under the caption “Treasury
Constant Maturities”, as the yield is displayed on Moneyline
Telerate (or any successor service) on page 7051 (or any other
page as may replace the specified page on that service)
(“Moneyline Telerate Page 7051”), for the
particular Interest Determination Date; or
ii.
if the rate referred to in clause
(i) does not so appear on Moneyline Telerate Page 7051,
the percentage equal to the yield for United States Treasury
securities at “constant maturity” having the particular
Index Maturity and for the particular Interest Determination Date
as published in H.15(519) under the caption “Treasury
Constant Maturities”; or
iii.
if the rate referred to in clause
(ii) does not so appear in H.15(519), the rate on the
particular Interest Determination Date for the period of the
particular Index Maturity as may then be published by either the
Federal Reserve System Board of Governors or the United States
Department of the Treasury that the Calculation Agent determines to
be comparable to the rate which would otherwise have been published
in H.15(519); or
10
iv.
if the rate referred to in clause
(iii) is not so published, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the secondary market
bid prices at approximately 3:30 P.M., New York City time, on
that Interest Determination Date of three leading primary United
States government securities dealers in New York City (which may
include the purchasing agent or its affiliates) (each, a
“Reference Dealer”) selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation, or, in the event of equality,
one of the highest, and the lowest quotation or, in the event of
equality, one of the lowest, for United States Treasury securities
with an original maturity equal to the particular Index Maturity, a
remaining term to maturity no more than one year shorter than that
Index Maturity and in a principal amount that is representative for
a single transaction in the securities in that market at that time;
or
v.
if fewer than five but more than two
of the prices referred to in clause (iv) are provided as
requested, the rate on the particular Interest Determination Date
calculated by the Calculation Agent based on the arithmetic mean of
the bid prices obtained and neither the highest nor the lowest of
the quotations shall be eliminated; or
vi.
if fewer than three prices referred
to in clause (iv) are provided as requested, the rate on the
particular Interest Determination Date calculated by the
Calculation Agent as a yield to maturity based on the arithmetic
mean of the secondary market bid prices as of approximately
3:30 P.M., New York City time, on that Interest Determination
Date of three Reference Dealers selected by the Calculation Agent
from five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation or, in the event of equality, one
of the highest and the lowest quotation or, in the event of
equality, one of the lowest, for United States Treasury securities
with an original maturity greater than the particular Index
Maturity, a remaining term to maturity closest to that Index
Maturity and in a principal amount that is representative for a
single transaction in the securities in that market at that time;
or
vii.
if fewer than five but more than two
prices referred to in clause (vi) are provided as requested,
the rate on the particular Interest Determination Date calculated
by the Calculation Agent based on the arithmetic mean of the bid
prices obtained and neither the highest nor the lowest of the
quotations will be eliminated; or
11
viii.
if fewer than three prices referred
to in clause (vi) are provided as requested, the CMT Rate in
effect on the particular Interest Determination Date; or
(2) if CMT Moneyline
Telerate Page 7052 is specified on the face hereof:
i.
the percentage equal to the one-week
or one-month, as specified on the face hereof, average yield for
United States Treasury securities at “constant
maturity” having the Index Maturity specified on the face
hereof as published in H.15(519) opposite the caption
“Treasury Constant Maturities”, as the yield is
displayed on Moneyline Telerate (or any successor service) (on
page 7052 or any other page as may replace the specified
page on that service) (“Moneyline Telerate
Page 7052”), for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which
the particular Interest Determination Date falls; or
ii.
if the rate referred to in clause
(i) does not so appear on Moneyline Telerate Page 7052,
the percentage equal to the one-week or one-month, as specified on
the face hereof, average yield for United States Treasury
securities at “constant maturity” having the particular
Index Maturity and for the week or month, as applicable, preceding
the particular Interest Determination Date as published in
H.15(519) opposite the caption “Treasury Constant
Maturities”; or
iii.
if the rate referred to in clause
(ii) does not so appear in H.15(519), the one-week or
one-month, as specified on the face hereof, average yield for
United States Treasury securities at “constant
maturity” having the particular Index Maturity as otherwise
announced by the Federal Reserve Bank of New York for the week or
month, as applicable, ended immediately preceding the week or
month, as applicable, in which the particular Interest
Determination Date falls; or
iv.
if the rate referred to in clause
(iii) is not so published, the rate on the particular Interest
Determination Date calculated by the Calculation Agent as a yield
to maturity based on the arithmetic mean of the secondary market
bid prices at approximately 3:30 P.M., New York City time, on
that Interest Determination Date of three Reference Dealers
selected by the Calculation Agent from five Reference Dealers
selected by the Calculation Agent and eliminating the highest
quotation, or, in the event of equality, one of the highest, and
the lowest quotation or, in the event of equality, one of the
lowest, for United States Treasury securities with an original
maturity equal to the particular Index Maturity, a
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
arithmeti
