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Exhibit 4.1 KEYCORP Senior Medium-Term
Notes, Series I Officers’ Certificate and Company
Order
Pursuant
to the Indenture dated as of June 10, 1994 and supplemented as
of November 14, 2001, relating to unsecured and unsubordinated
notes (the "Indenture") between KeyCorp, an Ohio corporation (the
"Company’), and Deutsche Bank Trust Company Americas, as
Trustee (the "Trustee"), and resolutions adopted by the
Company’s Board of Directors on May 15, 2008, this
Officers’ Certificate and Company Order is being delivered to
the Trustee to establish the terms of a series of Securities in
accordance with Section 301 of the Indenture, to establish the
forms of the Securities of such series in accordance with
Section 201 of the Indenture, and to establish the procedures
for the authentication and delivery of specific Securities from
time to time pursuant to Section 303 of the Indenture. As
authorized by the Indenture, this Officers’ Certificate and
Company Order has the same effect as, and is being used in lieu of,
a supplemental indenture thereto.
All
conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities, (ii) the
forms of such series of Securities, and (iii) the procedures
for the authentication and delivery of such series of Securities
have been complied with.
As of
the date hereof no Notes (as hereinafter defined) have been issued.
Accordingly, this Officers’ Certificate and Company Order
shall amend and replace in its entirety that certain
Officers’ Certificate and Company Order delivered pursuant to
Section 303 of the Indenture on June 20, 2008 (the "Prior
Order"), which Prior Order shall be of no force and effect.
Capitalized
terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
A.
Establishment of Series pursuant to Section 301 of the
Indenture .
There
is hereby established pursuant to Section 301 of the Indenture
a series of Securities which shall have the following terms (the
numbered clauses set forth below correspond to the numbered
subsections of Section 301 of the Indenture):
(1) The
Securities of such series shall bear the title "Senior Medium-Term
Notes, Series I" (referred to herein as the "Notes").
(2) The
aggregate principal amount of the Notes of such series to be issued
pursuant to this Officers’ Certificate is unlimited.
(3)
(a) Each Note within such series shall mature on a date
9 months or more from its date of issue as specified in such
Note and in the applicable Pricing Supplement; provided,
however , that no Commercial Paper Rate Note (as defined below)
shall mature less than 9 months and 1 day from its date
of issue. If the Maturity Date or Redemption Date specified in the
applicable Pricing Supplement for any Note is a day that is not a
Business Day, principal will be paid on the next day that is a
Business Day with the same force and effect as if made on such
specified Maturity Date or Redemption Date, as applicable. With
respect to the Notes of this series, unless otherwise defined in
the Pricing Supplement, (i) "Business Day" means any day, other
than a Saturday or Sunday, that is neither a legal holiday nor a
day on which commercial banks are authorized or required by law,
regulation or executive order to close in The City of New York;
provided, however, that, with respect to foreign currency notes,
such day is also not a day on which commercial banks are authorized
or required by law, regulation or executive order to close in the
principal financial center (as defined) of the country issuing the
specified currency (or, if the specified currency is the euro and
for EURIBOR Notes (as defined below), such day is also a day on
which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open, which we refer to as
a TARGET business day); provided, further, that, with respect to
notes as to which LIBOR is an applicable interest rate basis, such
day is also a London Business Day; (ii) "London Business Day" means
a day on which commercial banks are open for business (including
dealings in the designated LIBOR currency) in London; and (iii)
"principal financial center" means (1) the capital city of the
country issuing the specified currency or (2) the capital city
of the country to which the designated LIBOR currency relates, as
applicable, except, in the case of (1) or (2) above, that with
respect to United States dollars, Australian dollars, Canadian
dollars, euro, New Zealand dollars, South African rand and Swiss
francs, the "principal financial center" shall be The City of New
York and (solely in the case of the specified currency) Sydney,
Toronto, London (solely in the case of the designated LIBOR
currency), Wellington, Johannesburg and Zurich, respectively.
(b) If
specified in the applicable Pricing Supplement that the Notes are
"Renewable Notes", the Renewable Notes will mature on an interest
payment date as specified in the applicable Pricing Supplement (the
"initial maturity date"), unless the maturity of all or any portion
of the principal amount is extended as described below. On the
interest payment dates in June and December each year (unless
different interest payment dates are specified in the Pricing
Supplement), which are "election dates", the maturity of the
Renewable Notes will be extended to the interest payment date
occurring 12 months after the election date, unless the holder
elects to terminate the automatic extension of the maturity of the
Renewable Notes or any portion having a principal amount of $1,000
or any multiple of $1,000 in excess thereof. To terminate, notice
has to be delivered to the paying agent not less than nor more than
the number of days specified in the applicable Pricing Supplement
prior to the related election date. The option may be exercised
with respect to less than the entire principal amount of the
Renewable Notes so long as the principal amount for which the
option is not exercised is at least $1,000 or any larger amount
that is an integral multiple of $1,000. The maturity of the
Renewable Notes may not be extended beyond the final maturity date
that is set forth in the applicable Pricing Supplement. If the
holder elects to terminate the automatic extension of the maturity
and the election is not revoked, then the portion of the Renewable
Note for which election was made will become due and payable on the
interest payment date, unless another date is set forth in the
Pricing Supplement, falling six months after the election date
prior to which the holder made such election. An election to
terminate the automatic extension of maturity may be revoked as to
any
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portion of the Renewable Notes having a principal amount of
$1,000 or any multiple of $1,000 in excess thereof by delivering a
notice to the paying agent on any day following the effective date
of the election to terminate the automatic extension and prior to
the date 15 days before the date on which the portion would
have matured.
(c) If
specified in the applicable Pricing Supplement that the Notes are
"Extendible Notes", the Company has the option to extend the stated
maturity of such Extendible Notes for an extension period. Such an
extension period is one or more periods of one to five whole years,
up to but not beyond the final maturity date described in the
related Pricing Supplement. The Company may exercise its option to
extend the Extendible Note by notifying the applicable trustee (or
any duly appointed paying agent) at least 50 but not more than
60 days prior to the then effective maturity date. If the
Company elects to extend the Extendible Note, the Trustee (or
paying agent) will mail (at least 40 days prior to the
maturity date) to the registered holder of the Extendible Note a
notice ("Extension Notice") informing the holder of its election,
the new maturity date and any updated terms. Upon the mailing of
the Extension Notice, the maturity of such Extendible Note will be
extended automatically as set forth in the Extension Notice.
However, the Company may, not later than 20 days prior to the
maturity date of an Extendible Note (or, if such date is not a
Business Day, on the immediately succeeding Business Day), at its
option, establish a higher interest rate, in the case of a Fixed
Rate Note, or a higher spread and/or spread multiplier, in the case
of a Floating Rate Note, for the extension period by mailing or
causing the Trustee (or paying agent) to mail notice of such higher
interest rate or higher spread and/or spread multiplier to the
holder of the Extendible Note. The notice will be irrevocable. If
the Company elects to extend the maturity of an Extendible Note,
the holder of the note will have the option to instead elect
repayment of the note by the Company on the then effective maturity
date. In order for an Extendible Note to be so repaid on the
maturity date, the Company must receive, at least 25 days but
not more than 35 days prior to the maturity date: (i) the
Extendible Note with the form "Option to Elect Repayment" on the
reverse of the Extendible Note duly completed; or (ii) a
facsimile transmission, telex or a letter from a member of a
national securities exchange or the Financial Industry Regulatory
Authority, Inc. ("FINRA") or a commercial bank or trust company in
the United States setting forth the name of the holder of the
Extendible Note, the principal amount of the Extendible Note, the
principal amount of the Extendible Note to be repaid, the
certificate number or a description of the tenor and terms of the
Extendible Note, a statement that the option to elect repayment is
being exercised thereby and a guarantee that the Extendible Note to
be repaid, together with the duly completed form entitled "Option
to Elect Repayment" on the reverse of the Extendible Note, will be
received by the Trustee (or paying agent) not later than the fifth
Business Day after the date of the facsimile transmission, telex or
letter; provided, however, that the facsimile transmission, telex
or letter will only be effective if the Trustee or paying agent
receives the Extendible Note and form duly completed by that fifth
business day. A holder of an Extendible Note may exercise this
option for less than the aggregate principal amount of the
Extendible Note then outstanding if the principal amount of the
Extendible Note remaining outstanding after repayment is an
authorized denomination.
(4) Each
Note within such series that bears interest will bear interest at
either (a) a fixed rate (the "Fixed Rate Notes"), (b) a
floating rate determined by reference to one or more base rates,
which may be adjusted by a Spread and/or Spread Multiplier (each as
defined below) (the "Floating Rate Notes"), or (c) an indexed
rate (the "Indexed Notes"). Notes within
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such series may also be issued as "Zero Coupon Notes" which do
not provide for any periodic payments of interest. Notes may be
issued as Original Issue Discount Notes at a discount from the
principal amount thereof due at the stated maturity as specified in
the applicable Pricing Supplement. Any Floating Rate Note may also
have either or both of the following as set forth in the applicable
Pricing Supplement: (i) a maximum interest rate limitation, or
ceiling, on the rate at which interest will accrue during any
Interest Reset Period (as defined below); and (ii) a minimum
interest rate limitation, or floor, on the rate at which interest
will accrue during any Interest Reset Period. The interest rate on
a Note will in no event be higher than the maximum rate permitted
by New York law as the same may be modified by United States law of
general application. Under present New York law, the maximum rate
of interest is 25% per annum on a simple interest basis. This limit
may not apply to Notes in which $2,500,000 or more has been
invested. The applicable Pricing Supplement may designate any of
the following interest rate bases or formulas ("Base Rates") as
applicable to each Floating Rate Note: (a) the CD Rate, in
which case such Note will be a "CD Rate Note"; (b) the CMS
Rate, in which case such Note will be a "CMS Rate Note"; (c) the
CMT Rate, in which case such Note will be a "CMT Rate Note";
(d) the Commercial Paper Rate, in which case such Note will be
a "Commercial Paper Rate Note"; (e) the Eleventh District Cost
of Funds Rate, in which case such Note will be an "Eleventh
District Cost of Funds Rate Note"; (f) EURIBOR, in which case such
note will be a "EURIBOR Note"; (g) the Federal Funds Rate, in
which case such Note will be a "Federal Funds Rate Note";
(h) LIBOR, in which case such Note will be a "LIBOR Note";
(i) the Prime Rate, in which case such Note will be a "Prime
Rate Note"; (j) the Treasury Rate, in which case such Note
will be a "Treasury Rate Note"; or (k) one or more other Base
Rates.
The
interest rate on each Floating Rate Note for each Interest Period
will be determined by reference to the applicable Base Rates
specified in the applicable Pricing Supplement for such Interest
Period, plus or minus the applicable Spread, if any, or multiplied
by the applicable Spread Multiplier, if any. The "Spread" is the
number of basis points, each one-hundredth of a percentage point,
specified in the applicable Pricing Supplement to be added or
subtracted from the Base Rate for a Floating Rate Note. The "Spread
Multiplier" is the percentage specified in the applicable Pricing
Supplement to be applied to the Base Rate for a Floating Rate Note.
Each
Note that bears interest will bear interest from and including its
date of issue or from and including the most recent Interest
Payment Date to which interest on such Note (or one or more
predecessor Notes) has been paid or duly provided for (i) at
the fixed rate per annum applicable to the related Interest Period,
(ii) at the rate determined pursuant to the applicable index,
or (iii) at a rate per annum determined pursuant to the Base Rates
applicable to the related Interest Period or Interest Periods, in
each case as specified therein and in the applicable Pricing
Supplement, until the principal thereof is paid or made available
for payment. Interest will be payable on each Interest Payment Date
and at maturity or upon redemption. The first payment of interest
on any Note originally issued after a Regular Record Date and on or
before an Interest Payment Date will be made on the Interest
Payment Date following the next succeeding Regular Record Date to
the registered holder on such next succeeding Regular Record Date.
Interest rates and Base Rates are subject to change by the Company
from time to time but no such change will affect any Note
theretofore issued or which the Company has agreed to issue. Unless
otherwise specified in the applicable Pricing Supplement, the
"Interest Payment Dates" and the "Regular
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Record Dates" for Fixed Rate Notes shall be as described below
under "Fixed Rate Notes" and the "Interest Payment Dates" and the
"Regular Record Dates" for Floating Rate Notes shall be as
described below under "Floating Rate Notes".
The
applicable Pricing Supplement will specify: (i) the issue
price, Interest Payment Dates and Regular Record Dates;
(ii) with respect to any Fixed Rate Note, the interest rate;
(iii) with respect to any Index Note, the index;
(iv) with respect to any Floating Rate Note, the Initial
Interest Rate (as defined below), the method (which may vary from
Interest Period to Interest Period) of calculating the interest
rate applicable to each Interest Period (including, if applicable,
the fixed rate per annum applicable to one or more Interest
Periods, the period to maturity of any instrument on which the Base
Rate for any Interest Period is predicated (the "Index Maturity"),
the Spread and/or Spread Multiplier, the Interest Determination
Dates (as defined below), the Interest Reset Dates and any minimum
or maximum interest rate limitations); (v) whether such Note
is an Original Issue Discount Note; and (vi) any other terms
related to interest on the Notes. Fixed Rate Notes
Each
Fixed Rate Note (except a Zero Coupon Note), whether or not issued
as an Original Issue Discount Note, will bear interest at the
annual rate specified therein and in the applicable Pricing
Supplement. Unless otherwise specified in the applicable Pricing
Supplement, the Interest Payment Dates for the Fixed Rate Notes
will be on June 15 and December 15 of each year and at
maturity or upon redemption and the Regular Record Dates for the
Fixed Rate Notes will be June 1 and December 1, respectively.
Unless otherwise specified in the applicable Pricing Supplement,
interest payments for Fixed Rate Notes shall be the amount of
interest accrued to, but excluding, the relevant Interest Payment
Date. Interest on Fixed Rate Notes will be computed and paid on the
basis of a 360-day year of twelve 30-day months. In the event that
any Interest Payment Date or any applicable Redemption Date on a
Fixed Rate Note is not a Business Day, such Interest Payment Date
or Redemption Date shall be postponed to the next day that is a
Business Day, and no interest will accrue for the period from and
after the scheduled Interest Payment Date or Redemption Date, as
the case may be.
A Fixed
Rate Note may pay amounts in respect of both interest and principal
amortized over the life of the Note (an "Amortizing Note").
Payments of principal and interest on Amortizing Notes will be made
on the Interest Payment Dates specified in the applicable Pricing
Supplement, and at the Maturity Date or any earlier Redemption
Date. Payments on Amortizing Notes will be applied first to
interest due and payable and then to the reduction of unpaid
principal amount. Floating Rate Notes
Unless
otherwise specified in the applicable Pricing Supplement and except
as provided below, interest on Floating Rate Notes will be payable
on the following Interest Payment Dates: in the case of Floating
Rate Notes (other than Eleventh District Cost of Funds Rate Notes)
with interest payable monthly, on the third Wednesday of each month
of each year; in the case of Eleventh District Cost of Funds Rate
Notes, on the first calendar day of each
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month as specified in the applicable Pricing Supplement; in the
case of Floating Rate Notes with interest payable quarterly, on the
third Wednesday of March, June, September and December of each
year; in the case of Floating Rate Notes with interest payable
semiannually, on the third Wednesday of the two months of each year
specified in the applicable Pricing Supplement; and in the case of
Floating Rate Notes with interest payable annually, on the third
Wednesday of the month of each year specified in the applicable
Pricing Supplement. Interest will also be paid at maturity or upon
redemption. Unless otherwise specified in the applicable Pricing
Supplement, the Regular Record Dates for the Floating Rate Notes
will be the day (whether or not a Business Day) fifteen calendar
days preceding each Interest Payment Date. In the event that any
Interest Payment Date for any Floating Rate Note is not a Business
Day, such Interest Payment Date shall be postponed to the next day
that is a Business Day, provided that, for LIBOR and EURIBOR
notes, if such Business Day is in the next succeeding calendar
month, such Interest Payment Date shall be the immediately
preceding Business Day.
The
rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually, annually or on some
other basis (such specified period, an "Interest Reset Period", and
the date on which each such reset occurs, an "Interest Reset
Date"), as specified in the applicable Pricing Supplement. Unless
otherwise specified in the applicable Pricing Supplement, the
Interest Reset Date will be as follows: in the case of Floating
Rate Notes which are reset daily, each Business Day; in the case of
Floating Rate Notes (other than Treasury Rate Notes) which are
reset weekly, the Wednesday of each week; in the case of Floating
Rate Notes that are Treasury Rate Notes which are reset weekly, the
Tuesday of each week (except if the auction date falls on a
Tuesday, then the next Business Day, as provided below); in the
case of Floating Rate Notes which are reset monthly, the third
Wednesday of each month; in the case of Floating Rate Notes which
are reset quarterly, the third Wednesday of March, June, September
and December of each year; in the case of Floating Rate Notes which
are reset semi-annually, the third Wednesday of the two months of
each year specified in the applicable Pricing Supplement; and in
the case of Floating Rate Notes which are reset annually, the third
Wednesday of the month of each year specified in the applicable
Pricing Supplement.
The
interest rate in effect from the date of issue to the first
Interest Reset Date with respect to a Floating Rate Note (the
"Initial Interest Rate") will be as specified in the applicable
Pricing Supplement. If any Interest Reset Date for any Floating
Rate Note would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next day that is a
Business Day, provided that, for LIBOR and EURIBOR notes, if
such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business
Day.
Unless
otherwise specified in the applicable Pricing Supplement, the
interest rate determined with respect to any Interest Determination
Date will become effective on and as of the next succeeding
Interest Reset Date. As used herein, "Interest Determination Date"
means the date as of which the new interest rate is determined for
a particular Interest Reset Date, based on the applicable interest
rate basis or formula as of that Interest Determination Date and
calculated on the related Calculation Date. The "Calculation Date"
is the date by which the calculation agent will determine the new
interest rate that became effective on a particular Interest Reset
Date based on the applicable interest rate basis or formula on the
Interest
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Determination Date. The Interest Determination Date for all
Floating Rate Notes (except LIBOR Notes, EURIBOR Notes, Treasury
Rate Notes and Eleventh District Cost of Funds Rate Notes) will be
the second Business Day before the Interest Reset Date. The
Interest Determination Date in the case of LIBOR Notes will be the
second London Business Day immediately preceding the applicable
Interest Reset Date, unless the designated LIBOR currency is
British pounds sterling, in which case the Interest Determination
Date will be the applicable Interest Reset Date. For EURIBOR Notes,
the Interest Determination Date will be the second TARGET business
day before the applicable Interest Reset Date.
The
Interest Determination Date for Treasury Rate Notes will be the day
of the week in which the Interest Reset Date falls on which
Treasury bills of the same index maturity are normally auctioned.
Treasury bills are usually sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is
usually held on Tuesday. Sometimes, the auction is held on the
preceding Friday. If an auction is held on the preceding Friday,
that day will be the Interest Determination Date relating to the
Interest Reset Date occurring in the next week. If an auction date
falls on any interest reset date, then the Interest Reset Date will
instead be the first Business Day immediately following the auction
date. The Interest Determination Date for an Eleventh District Cost
of Funds Rate Note is the last Business Day of the month
immediately preceding the applicable Interest Reset Date on which
the Federal Home Loan Bank of San Francisco published the index.
Each
interest payment on a floating rate note will include interest
accrued from, and including, the issue date or the last interest
payment date, as the case may be, to, but excluding, the following
interest payment date or the maturity date, as the case may be.
Accrued interest on a Floating Rate Note will be calculated by
multiplying the principal amount of a note by an accrued interest
factor (the "Accrued Interest Factor"). The Accrued Interest Factor
is the sum of the interest factors calculated for each day in the
period for which accrued interest is being calculated. The interest
factor for each day is computed by dividing the interest rate in
effect on that day by (1) the actual number of days in the
year, in the case of Treasury Rate Notes or CMT Rate Notes, or
(2) 360, in the case of other Floating Rate Notes. All
percentages resulting from any calculation are rounded to the
nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward. For example,
9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655).
All currency amounts used in or resulting from such calculation
will be rounded to the nearest one-hundredth of a unit (with five
one-thousandths of a unit being rounded upward).
Unless
otherwise specified in the applicable Pricing Supplement, KeyBank
National Association will be the "calculation agent". Unless
otherwise specified in the applicable Pricing Supplement, the
"calculation date", if applicable, pertaining to any Interest
Determination Date on a Floating Rate Note will be the earlier of
(i) the tenth calendar day after such Interest Determination
Date, or, if any such day is not a Business Day, the next
succeeding Business Day, and (ii) the Business Day immediately
preceding the relevant Interest Payment Date, or the maturity date,
as the case may be.
CD
Rate Notes CD Rate Notes will bear interest for each interest
reset period at an interest rate equal to the CD Rate, plus or
minus any Spread, and/or multiplied by
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any Spread Multiplier as specified in such CD Rate Note and in
the applicable Pricing Supplement.
The "CD
Rate" for any Interest Determination Date is the rate on that date
for negotiable U.S. dollar certificates of deposit having the index
maturity described in the related pricing supplement, as published
in H.15(519) prior to 3:00 p.m., New York City time, on the
calculation date, for that interest determination date under the
heading "CDs (secondary market)." The index maturity is the period
to maturity of the instrument or obligation with respect to which
the related interest rate basis or formulae will be calculated.
The
calculation agent will observe the following procedures if the CD
Rate cannot be determined as described above:
(I) If
the above described rate is not published in H.15(519) by 3:00
p.m., New York City time, on the calculation date, the CD Rate will
be the rate on that Interest Determination Date for negotiable
certificates of deposit of the index maturity described in the
pricing supplement as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying
such rate, under the caption "CDs (secondary market)."
(II) If
that rate is not published in H.15(519), H.15 Daily Update or
another recognized electronic source by 3:00 p.m., New York City
time, on the calculation date, then the calculation agent will
determine the CD Rate to be the arithmetic mean of the secondary
market offered rates as of 10:00 a.m., New York City time, on
that Interest Determination Date, quoted by three leading non-bank
dealers of negotiable U.S. dollar certificates of deposit in New
York City for negotiable U.S. dollar certificates of deposit of
major United States money-center banks (in the market for
negotiable certificates of deposit) with a remaining maturity
closest to the index maturity described in the pricing supplement.
The calculation agent will select the three dealers referred to
above.
(III) If
fewer than three dealers are quoting as mentioned above, the CD
Rate will remain the CD Rate then in effect on that Interest
Determination Date.
As
referenced above, "H.15(519)" means the weekly statistical release
designated as such, 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
Internet 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.
CMS
Rate Notes . CMS Rate Notes will bear interest for each
Interest Reset Period at an interest rate based on the CMS Rate,
plus or minus any Spread, and/or multiplied by any Spread
Multiplier, and will be subject to the minimum interest rate or the
maximum interest rate, if any, as specified in the applicable
Pricing Supplement.
Unless
otherwise set forth in the applicable Pricing Supplement, the CMS
Rate for each Interest Reset Period will be the rate on the
applicable Interest Determination Date for the designated maturity
specified in the Pricing Supplement that appears on Reuters Screen
ISDAFIX1 as of 11:00 a.m., New York city time.
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The
following procedures will be followed if the CMS Rate cannot be
determined as described above:
(I) If
the above rate is not displayed by 11:00 a.m. New York City
time, the rate for such date shall be determined as if the parties
had specified "USD-CMS-Reference Banks" as the applicable rate.
"USD-CMS-Reference Banks" means, on any Interest Determination
Date, the rate determined on the basis of the mid-market
semi-annual swap rate quotations provided by the Reference Banks at
approximately 11:00 a.m., New York city time on such Interest
Determination Date; and for this purpose, the semi-annual swap rate
means the mean of the bid and offered rates for the semi-annual
fixed leg, calculated on a 30/360 day count basis, of a
fixed-for-floating U.S. Dollar interest rate swap transaction with
a term equal to the designated maturity commencing on that date and
in a representative amount with an acknowledged dealer of good
credit in the swap market, where the floating leg, calculated on an
actual/360 day count basis, is equivalent to USD-LIBOR-BBA
with the designated maturity specified in the applicable Pricing
Supplement. The rate for that date will be the arithmetic mean of
the quotations, 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).
(II) If
no rate is available as described above, the CMS Rate for the new
Interest Reset Period will be the same as for the immediately
preceding Interest Reset Period. If there was no such interest
reset period, the CMS Rate will be the initial interest rate.
Constant Maturity Treasury (CMT) Rate Notes . CMT Rate
Notes will bear interest at the interest rates calculated with
reference to the CMT Rate, plus or minus any Spread, and/or
multiplied by any Spread Multiplier, if any, as specified in the
CMT Rate Notes and in the applicable Pricing Supplement. CMT Rate
Notes will be subject to the minimum and the maximum interest rate,
if any.
Unless
otherwise specified in the applicable Pricing Supplement, "CMT
Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is
determined with reference to the CMT Rate (a "CMT Rate Interest
Determination Date"):
(I) If
"Reuters Page FRBCMT" is the specified CMT Reuters Page in the
applicable Pricing Supplement, the CMT Rate on the CMT Rate
Interest Determination Date shall be a percentage equal to the
yield for United States Treasury securities at "constant maturity"
having the Index Maturity specified in the applicable Pricing
Supplement as set forth in H.15(519) under the caption "Treasury
constant maturities," as such yield is displayed on Reuters (or any
successor service) on page FRBCMT (or any other page as may replace
such page on such service) ("Reuters Page FRBCMT") for such CMT
Rate Interest Determination Date. The calculation agent will follow
the following procedures if the Reuters Page FRBCMT CMT Rate cannot
be determined as described in the preceding sentence:
a. If
such rate does not appear on Reuters Page FRBCMT, the CMT Rate on
such CMT Rate Interest Determination Date shall be a percentage
equal to the yield for United States Treasury securities at
"constant maturity" having the index maturity specified in
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the applicable Pricing Supplement and for such CMT Rate Interest
Determination Date as set forth in H.15(519) under the caption
"Treasury constant maturities."
b. If
such rate does not appear in H.15(519), the CMT Rate on such CMT
Rate Interest Determination Date shall be the rate for the period
of the index maturity specified in the applicable Pricing
Supplement as may then be published by either the Federal Reserve
Board or the United States Department of the Treasury that the
calculation agent determines to be comparable to the rate that
would otherwise have been published in H.15(519).
c. If
the Federal Reserve Board or the United States Department of the
Treasury does not publish a yield on United States Treasury
securities at "constant maturity" having the index maturity
specified in the applicable Pricing Supplement for such CMT Rate
Interest Determination Date, the CMT Rate on such CMT Rate Interest
Determination Date shall be calculated by the calculation agent and
sha
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