|
Exhibit
4.26
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR SECURITIES OF THIS SERIES IN CERTIFICATED
FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT 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
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH A TRANSFEROR TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
SUCH A TRANSFEREE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF SUCH A TRANSFEROR AND ANY PAYMENT IS MADE TO SUCH
A TRANSFEREE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, SUCH A TRANSFEROR, HAS AN INTEREST HEREIN.
|
|
|
|
REGISTERED
|
|
REGISTERED |
|
No. -1-
|
|
$250,000,000 |
|
CUSIP: 585515 AH 2
|
|
x GLOBAL
SECURITY |
MELLON FUNDING
CORPORATION
FLOATING RATE SENIOR NOTES
DUE 2014
MELLON FUNDING CORPORATION, a
corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (herein called the
“Company”, which term includes any successor Person
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED FIFTY MILLION Dollars
($250,000,000) on May 15, 2014 and to pay interest thereon
from May 15, 2007 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for,
quarterly on
February 15, May 15, August 15 and
November 15 in each year, commencing August 15, 2007, at
a rate per annum for each such Interest Period (as defined below)
determined in accordance with the next following paragraph, until
the principal hereof is paid or made available for payment, and (to
the extent that the payment of such interest shall be legally
enforceable) at a rate per annum for each Interest Period
determined in accordance with the next following paragraph on any
overdue principal and premium and on any overdue installment of
interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which
shall be February 1, May 1, August 1 or
November 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
This Security is one of the series of
Floating Rate Senior Notes due 2014 (the
“Notes”).
The interest rate per annum on the Notes
in effect for each day of any Interest Period (as defined below)
will be equal to LIBOR (as defined below) plus 0.15%. The interest
rate for each Interest Period will be reset on the Interest Payment
Date (each such date an “Interest Reset Date”),
beginning on May 15, 2007 until Maturity. If any Interest
Reset Date is not a Business Day, then the Interest Reset Date will
be postponed to the next succeeding Business Day except that if
such Business Day is in the next succeeding calendar month, such
Interest Reset Date will be the next preceding Business
Day.
“Interest Period” means the
period beginning on and including May 15, 2007 and ending
on and excluding August 15, 2007 and each succeeding period
beginning on and including an Interest Payment Date and ending on
and excluding the next succeeding Interest Payment Date, and in the
case of the last such period, beginning on and including an
Interest Payment Date immediately preceding Maturity and ending on
and excluding Maturity. If any Interest Payment Date is not a
Business Day, the interest payment will be made on the next
Business Day. If such next Business Day falls in the next calendar
month, principal or interest will be paid on the preceding day that
is a Business Day. If Maturity is not a Business Day, then the
principal amount of the Notes plus accrued and unpaid interest
thereon shall be paid on the next succeeding Business Day and no
interest shall accrue for the Maturity or any day
thereafter.
“LIBOR” means the rate on
the second London Business Day preceding the Interest Reset Date
for such Interest Rate Period (the “Interest Determination
Date”) determined by Mellon Bank, N.A., acting as calculation
agent (the “Calculation Agent”), in accordance with the
following provisions:
LIBOR will be determined on the
applicable Interest Determination Date on the basis of the offered
rate for deposits of U.S. dollars having a maturity of three
months, commencing on the first day of the applicable Interest
Period, which appears on Reuters Screen LIBOR01 (or such other page
as may replace Reuters Screen LIBOR01), as of 11:00 A.M., London
time, on such Interest Determination Date. If no such rate appears
on Reuters Screen LIBOR01 (or such other page as may replace such
page), LIBOR in respect to that Interest Determination Date will be
determined in accordance with (2) below.
On any applicable Interest Determination
Date on which no offered rates for deposits of U.S. dollars having
a maturity of three months appear on Reuters Screen LIBOR01 (or
such other page as may replace such page) as described in
(1) above, LIBOR will be determined on the basis of the rates
at approximately 11:00 A.M., London time, on such Interest
Determination Date at which deposits in U.S. dollars having a
maturity of three months commencing on the first day of the
applicable Interest Period are offered by four major banks in the
London interbank market selected by the Calculation Agent to prime
banks in the London interbank market and in a principal amount of
not less than U.S.$1,000,000 that is representative of a single
transaction in such market at such time. The Calculation Agent will
request the principal London office of each such bank to provide a
quotation of its rate. If at least two such quotations are
provided, LIBOR for such Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations
are provided, LIBOR for such Interest Determination Date will be
the arithmetic mean of the rates quoted at approximately 11:00
A.M., New York City time, on such Interest Determination Date by
three major banks in New York City, selected by the Calculation
Agent for loans in U.S. dollars to leading European banks, having a
maturity of three months
commencing on the first day of the
applicable Interest Period and in a principal amount of not less
than U.S.$1,000,000 that is representative for a single transaction
in such market at such time. Finally, if the three banks selected
by the Calculation Agent are not quoting as mentioned above, LIBOR
will remain LIBOR then in effect on such Interest Determination
Date.
The following terms have the following
meanings:
“Business Day” means any day
that (a) is not a Saturday or Sunday, (b) in New York,
New York, is not a day on which banking institutions generally are
authorized or required by law or executive order to close, and
(c) is also a London banking day.
“London banking day” means
any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.
Interest on the Notes will be computed
on the basis of the actual number of days in the applicable
Interest Period divided by 360. The interest rate on this Security
will in no event be higher than the maximum rate permitted by
Pennsylvania law, as the same may be modified by United States law
of general application. At the request of the Holder hereof, the
Calculation Agent will provide the interest rate hereon then in
effect and, if different, the interest rate which will become
effective as a result of a determination made on the most recent
Interest Determination Date. All calculations and determinations
made by the Calculation Agent shall, in the absence of manifest
error, be conclusive for all purposes and shall be binding on the
Company, the Guarantor, the Trustee and the Holders of the
Securities.
If this Security is a Global Security
(as specified on the face hereof), this Security is exchangeable in
whole for definitive Securities of this series in registered form
(“Registered Securities”) of like tenor and of an equal
aggregate principal amount only if (i) the Depositary notifies
the Company that it is unwilling or unable to continue as
Depositary for this Global Security or if at any time the
Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company
executes and delivers to the Trustee a Company Order providing that
this Global Security shall be exchangeable for definitive
Registered Securities or (iii) any event shall have happened
and be continuing which, after notice or lapse of time, or both,
would become an Event of Default with respect to the Securities of
the series of which this Global Security is a part. In the event
this Global Security is exchangeable pursuant to the preceding
sentence, it shall be exchanged in whole for definitive Registered
Securities of this series, of like tenor and of an equal aggregate
principal amount in denominations of U.S. $2,000 and in integral
multiples of $1,000 in excess thereof; provided that, in the
case of clauses (ii) and (iii) above, definitive
Registered Securities of this series will be issued in exchange for
this Global Security only if such definitive Registered Securities
were requested by written notice to the Security Registrar by or on
behalf of a Person who is a beneficial owner of an interest herein
given through the Holder hereof. Any definitive Registered
Securities of this series issued in exchange for this Global
Security shall be registered in the name or names of such Person or
Persons as the Holder hereof shall instruct the Security Registrar.
Except as provided above, owners of beneficial interests in this
Global Security will not be entitled to receive physical delivery
of Securities in definitive form and will not be considered the
Holders thereof for any purpose under the Indenture.
If this Security is a Global Security,
except as provided in the next paragraph, no beneficial owner of
any portion of this Global Security shall be entitled to receive
payment of accrued interest hereon until this Global Security has
been exchanged for one or more definitive Registered Securities of
this series, as provided herein and in the Indenture.
If this Security is a Global Security
and if a definitive
|