term to include any such Notes issued in substitution therefor pursuant to
Section 13 of this Agreement) pursuant to this Agreement, provided that the
aggregate principal amount of all Notes issued pursuant to this Agreement shall
not exceed $1,500,000,000.
Each series of Additional Notes will be issued
pursuant to a
supplement to this Agreement (a "Supplement") in substantially the form of
Exhibit 1.2, and will be subject to the following terms and conditions:
(A)
THE DESIGNATION OF EACH SERIES OF ADDITIONAL NOTES SHALL
DISTINGUISH SUCH SERIES FROM THE NOTES OF ALL OTHER SERIES;
(B)
EACH SERIES OF ADDITIONAL NOTES MAY CONSIST OF DIFFERENT AND
SEPARATE TRANCHES AND MAY DIFFER AS TO OUTSTANDING PRINCIPAL AMOUNTS, MATURITY
DATES, INTEREST RATES AND PREMIUMS OR MAKE-WHOLE AMOUNTS, IF ANY, AND PRICE AND
TERMS OF REDEMPTION OR PAYMENT PRIOR TO MATURITY;
(C)
ALL NOTES ISSUED UNDER THIS AGREEMENT, INCLUDING PURSUANT TO ANY
SUPPLEMENT, SHALL RANK PARI PASSU WITH EACH OTHER AND SHALL CONSTITUTE SENIOR
INDEBTEDNESS;
(D)
EACH SERIES OF ADDITIONAL NOTES SHALL BE DATED THE DATE OF ISSUE,
BEAR INTEREST AT SUCH RATE OR RATES, MATURE ON SUCH DATE OR DATES, BE SUBJECT TO
SUCH MANDATORY OR OPTIONAL PREPAYMENTS, IF ANY, ON THE DATES AND WITH THE
MAKE-WHOLE AMOUNTS, PREMIUMS OR BREAKAGE AMOUNTS, IF ANY, AS ARE PROVIDED IN THE
SUPPLEMENT UNDER WHICH SUCH ADDITIONAL NOTES ARE ISSUED, AND SHALL HAVE SUCH
ADDITIONAL OR DIFFERENT CONDITIONS PRECEDENT TO CLOSING AND SUCH ADDITIONAL OR
DIFFERENT REPRESENTATIONS AND WARRANTIES OR, SUBJECT TO SECTION 1.2(E), OTHER
TERMS AND PROVISIONS AS SHALL BE SPECIFIED IN SUCH SUPPLEMENT;
(E)
ANY ADDITIONAL OR MORE RESTRICTIVE COVENANTS, DEFAULTS, EVENTS OF
DEFAULT, RIGHTS OR SIMILAR PROVISIONS THAT ARE ADDED BY A SUPPLEMENT FOR THE
BENEFIT OF THE SERIES OF NOTES TO BE ISSUED PURSUANT TO SUCH SUPPLEMENT SHALL
APPLY TO ALL OUTSTANDING NOTES, WHETHER OR NOT THE SUPPLEMENT SO PROVIDES; AND
(F)
EXCEPT TO THE EXTENT PROVIDED IN FOREGOING CLAUSE (D), ALL OF THE
PROVISIONS OF THIS AGREEMENT SHALL APPLY TO ALL ADDITIONAL NOTES.
1.3
PARENT GUARANTY.
The payment by the Company of all amounts due with respect to the Notes and the
performance by the Company of its obligations under this Agreement will be
guaranteed by the Parent pursuant to the Parent Guaranty in substantially the
form of the attached Exhibit 1.3, as it hereafter may be amended or supplemented
from time to time (the "Parent Guaranty").
1.4
FLOATING INTEREST RATE PROVISIONS FOR FLOATING RATE NOTES.
(A)
ADJUSTED LIBOR RATE.
"ADJUSTED LIBOR RATE" MEANS, FOR EACH
INTEREST PERIOD, THE RATE PER ANNUM EQUAL TO LIBOR FOR SUCH INTEREST PERIOD PLUS
THE PERCENTAGE APPLICABLE TO A SERIES OR TRANCHE OF FLOATING RATE NOTES.
FOR
PURPOSES OF DETERMINING ADJUSTED LIBOR RATE, THE FOLLOWING TERMS HAVE THE
FOLLOWING MEANINGS:
"LIBOR" means, for any Interest Period, the rate per annum (rounded upwards, if
necessary, to the next higher one hundred-thousandth of a percentage
2
point) for deposits in U.S. Dollars for a 3-month period (or such other period
as is specified in the applicable