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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37248JCC4
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Principal Amount: U.S.
$2,498,000.00
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ISIN No.:
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US37248JCC4
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GENWORTH GLOBAL FUNDING TRUST
2008-46
GENWORTH DIRECTNOTES SM
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Original Issue Date:
August 28, 2008
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Floating
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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:
August 15, 2013
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Floating Rate/Fixed Rate
Notes
o
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Settlement Date:
August 28, 2008
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Fixed Rate/Floating Rate
Notes
o
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Securities Exchange
Listing:
o Yes
x No. If
yes,
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Inverse Floating Rate
Notes
o
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indicate name(s) of
Securities Exchange(s):
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Interest Rate
Basis(es):
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LIBOR
o
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Depositary: The
Depository Trust Company
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o LIBOR
Reuters:
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Authorized
Denominations: $1,000 and any integral
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LIBOR
Currency:
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multiple of $1,000 in
excess thereof
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CMT Rate
o
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Collateral held in the
Trust: Genworth Life and Annuity
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CD Rate
o
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Insurance Company
Funding Agreement No. GS-
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Commercial Paper
Rate
o
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R6062, all proceeds of
the Funding Agreement and all
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Prime Rate
o
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amounts and instruments
on deposit from time to time
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Treasury Rate
o
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in the related
collection account and all books and
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Index
Maturity:
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records pertaining to
the foregoing.
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Spread and/or Spread
Multiplier:
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Interest Rate or
Formula:
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Fixed Rate Notes:
x Yes
o No. If
yes,
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Initial Interest Rate,
if any:
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Interest Rate:
5.10%
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Initial Interest Reset
Date:
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Interest Payment
Frequency: Semi-annual
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Interest Reset
Dates:
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Interest Payment Dates:
The 15 th day of each
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Interest Determination
Date(s):
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February and
August of each year, provided, however ,
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Interest Payment
Dates:
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that the first Interest
Payment Date shall be February 15,
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Maximum Interest Rate,
if any:
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2009; provided,
further , that the final Interest Payment
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Minimum Interest Rate,
if any:
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Date shall be the Stated
Maturity Date.
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Fixed Rate Commencement
Date, if any:
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Day Count Convention: As
indicated on the
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Floating Rate
Commencement Date, if any:
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reverse
hereof.
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Fixed Interest Rate, if
any:
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Additional/Other Terms:
Not applicable
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Day Count
Convention:
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Discount Notes:
o Yes
x No. If
yes,
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Additional/Other
Terms:
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Total Amount of
Discount:
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Regular Record Date(s):
15 calendar days prior to the
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Initial Accrual Period
of Discount:
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Interest Payment
Date
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Interest Payment
Dates:
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Sinking Fund: Not
applicable
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Additional/Other
Terms:
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Calculation Agent, if
any: Not applicable
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Redemption
Provisions:
o Yes
x No. If
yes,
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Additional/Other Terms:
Not applicable
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Initial Redemption
Date:
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Survivor’s
Option:
x Yes
o No.
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Initial Redemption
Percentage:
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If yes, the attached
Survivor’s Option Rider is
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Annual Redemption
Percentage Reduction, if
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incorporated into this
Note.
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any:
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Trust Put
Limitation:
x 1%; or
$
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Additional/Other
Terms:
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Repayment
Provisions:
o Yes
x No. If
yes,
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Repayment
Date(s):
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Repayment
Price:
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Additional/Other
Terms:
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The Genworth Global Funding Trust
designated above (the “Trust”), for value received,
hereby promises to pay to Cede & Co., or its registered
assigns, the Principal Amount specified above on the Stated
Maturity Date specified above and, if so specified above, to pay
interest thereon from the Original Issue Date specified above or
from the most recent Interest Payment Date specified above to which
interest has been paid or duly provided for at the rate per annum
determined in accordance with the provisions on the reverse hereof
and as specified above, until the principal hereof is paid or made
available for payment. Payments of principal, premium, if
any, and interest hereon will be made in the lawful currency of the
United States of America (“U.S. Dollars” or
“United States Dollars”). The “Principal
Amount” of this Note at any time means (1) if this Note
is a Discount Note (as hereinafter defined), the Amortized Face
Amount (as hereinafter defined) at such time and (2) in all
other cases, the Principal Amount hereof. Capitalized terms
not otherwise defined herein shall have their meanings set forth in
the Indenture, dated as of the Original Issue Date (the
“Indenture”), between The Bank of New York 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: August 28, 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: August 28, 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 calculated by the
Calculation Agent as a yield to maturity based on the
arithm
