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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
May 16, 1994
COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
1-644-2 13-1815595
------- ----------
(Commission File Number) (IRS Employer Identification
No.)
300 Park Avenue New York, NY 10022
---------------------------- -----
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code (212)
-----
310-2000
--------
Total number of sequentially numbered pages in this filing,
including exhibits thereto:
ITEM 5. OTHER EVENTS
------------
On May 16, 1994, Registrant executed a Distribution
Agreement with Citicorp Securities, Inc., Goldman, Sachs &
Co., Lazard Freres & Co., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities Inc. as Agents (the "Distribution Agreement"),
relating to up to $500,800,000 aggregate principal amount of
Medium Term Notes, Series B, to be sold from time to time
pursuant to the Distribution Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits.
The following Exhibits are filed as a part of this Report and as
Exhibits to the Registration Statement on Form S-3 (No. 33-78424):
Exhibit 4.2 Forms of Debt Security.
__
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
COLGATE-PALMOLIVE COMPANY
Date: May 18, 1994 By: /s/ Andrew D. Hendry
---------------------------------
Andrew D. Hendry
Senior Vice President, General Counsel
and Secretary
i:\keller\
MTN8-K.DOC 3
[FORM OF FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Security is a Global Note and the following
legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to 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.
THIS GLOBAL 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 NOMINEE OF THE DEPOSITARY
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" and
------------------- -----------------
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
--------------------------
METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES.
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FLR $
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
IF LIBOR:
[ ] LIBOR Reuters
[ ] LIBOR Telerate
INDEX CURRENCY:
IF THE CMT RATE:
[ ] 7055
[ ] 7052
MATURITY INDEX:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD: INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate from to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual to the period
Fixed Interest Rate: from to .
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
2
COLGATE-PALMOLIVE COMPANY, a Delaware corporation ("Issuer"
or the "Company," which terms include any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of
DOLLARS on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon, at a rate per annum equal to the
Initial Interest Rate specified above until the Initial Interest
Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any
Addendum relating hereto depending upon the Interest Rate Basis
or Bases, if any, and such other terms specified above, until the
principal hereof is paid or duly made available for payment.
Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum
is specified above.
The Company will pay interest monthly, quarterly,
semi-annually, annually or such other period as specified above
under "Interest Payment Period", on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
specified above next succeeding the Original Issue Date specified
above, and on the Stated Maturity Date or any Redemption Date or
Optional Repayment Date (as defined below) (the date of each such
Stated Maturity Date, Redemption Date and Optional Repayment Date
and the date on which principal or an installment of principal is
due and payable by declaration of acceleration pursuant to the
Indenture being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however,
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that if the Original Issue Date is between a Regular Record Date
(as defined below) and the next succeeding Interest Payment Date
or on an Interest Payment Date, interest payments will commence
on the second Interest Payment Date succeeding the Original Issue
Date; and provided further, that if an Interest Payment Date
-------- -------
would fall on a day that is not a Business Day (as defined
below), such Interest Payment Date shall be postponed to the
following day that is a Business Day, except that in the case an
Interest Rate Basis is LIBOR, as indicated above, if such next
Business Day falls in the next calendar month, such Interest
Payment Date shall be the next preceding day that is a Business
Day. Except as provided above, interest payments will be made on
the Interest Payment Dates shown above. Unless otherwise
specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the
applicable Interest Payment Date. Interest on this Note will
accrue from and including the Original Issue Date specified
above, at the rates determined from time to time as specified
herein, until the principal hereof has been paid or made
available for payment. If the Maturity falls on a day which is
not a Business Day as defined below, the payment due on such
Maturity will be paid on the next succeeding Business Day with
3
the same force and effect as if made on such Maturity and no
interest shall accrue with respect to such payment for the period
from and after such Maturity. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date
will as provided in the Indenture be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date
for such Interest Payment Date. Any such interest which is
payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall
forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name
this Note (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 the Holder of this Note not less than
10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more fully provided in
the Indenture.
Payment of the principal of, premium, if any, and interest
on this Note will be made at the Office or Agency of the Company
maintained by the Company for such purpose, in such coin or
currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payment of
-------- -------
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register; and provided, further, that AT THE OPTION OF THE
-------- -------
COMPANY, the Holder of this Note may be entitled to receive
payments of principal of, premium, if any, and interest on this
Note by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the
Trustee not less than 15 days prior to the applicable payment
date.
Unless the certificate of authentication hereon has been
executed by or on behalf of The Bank of New York, the Trustee
with respect to the Notes under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized
signatories, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of securities
of the Company designated as its Medium-Term Notes, Series B (the
"Notes"). The Notes are issued and to be issued under an
Indenture dated as of November 15, 1992 (herein called the
"Indenture") between the Company and The Bank of New York, to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee (as defined below) and the
Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The Bank of New York shall act as
Trustee with respect to the Notes (herein called the "Trustee",
4
which term includes any successor Trustee with respect to the
Notes under the Indenture). The terms of individual Notes may
vary with respect to interest rates or interest rate formulas,
issue dates, maturity, redemption, repayment, currency of payment
and otherwise. The term "Securities," as used in this Note,
refers to all securities issued and issuable from time to time
under the Indenture and includes the Notes.
Except as otherwise provided in the Indenture, the Notes
will be issued in global form only, registered in the name of the
Depositary or its nominee. The Notes will not be issued in
definitive form, except as otherwise provided in the Indenture,
and ownership of the Notes shall be maintained in book-entry form
by the Depositary for the accounts of participating organizations
of the Depositary.
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to the
Stated Maturity Date.
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to the Stated Maturity
Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the
Company at the applicable Redemption Price (as defined below)
together with accrued interest hereon at the applicable rate
payable to the date of redemption (each such date, a "Redemption
Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of
this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
surrender hereof. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the surrender
hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and
shall decline at each anniversary of the Initial Redemption Date,
shown above, by the Annual Redemption Percentage Reduction, if
any, specified on the face hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal
amount.
This Note may be subject to repayment at the option of the
Holder on any Optional Repayment Date(s), if any, indicated
above. If no Optional Repayment Date(s) are set forth above,
this Note may not be so repaid at the option of the Holder hereof
5
prior to the Stated Maturity Date. On any Optional Repayment
Date, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the
relevant Optional Repayment Date. For this Note to be repaid in
whole or in part at the option of the Holder hereof, this Note
must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its Corporate
Trust Office, or such address which the Company shall from time
to time notify the Holders of the Notes, not more than 60 nor
less than 30 days prior to the related Optional Repayment Date.
Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part
only, a new Note for the unrepaid portion hereof shall be issued
in the name of the Holder hereof upon the surrender hereof.
The interest rate borne by this Note shall be determined as
follows:
1. If this Note is designated as a Regular Floating
Rate Note above or if no designation is made for Interest
Calculation above, then, except as described below, this
Note shall bear interest at the rate determined by reference
to the applicable Interest Rate Basis shown above (i) plus
or minus the applicable Spread, if any, and/or (ii)
multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described above.
Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of
each Interest Reset Date specified above; provided, however,
-------- -------
that the interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date will
be the Initial Interest Rate.
2. If this Note is designated as a Floating
Rate/Fixed Rate Note above, then, except as described below,
this Note shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis shown above
(i) plus or minus the applicable Spread, if any, and/or (ii)
multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described above.
Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of
each Interest Reset Date specified above; provided, however,
-------- -------
that (i) the interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date shall
be the Initial Interest Rate; and (ii) the interest rate in
effect commencing on, and including, the Fixed Rate
Commencement Date to Maturity shall be the Fixed Interest
Rate, if such rate is specified above, or if no such Fixed
Interest Rate is so specified, the interest rate in effect
6
hereon on the day immediately preceding the Fixed Rate
Commencement Date.
3. If this Note is designated as an Inverse Floating
Rate Note above, then, except as described below, this Note
will bear interest equal to the Fixed Interest Rate
indicated above minus the rate determined by reference to
the applicable Interest Rate Basis shown above (i) plus or
minus the applicable Spread, if any, and/or (ii) multiplied
by the applicable Spread Multiplier, if any, specified and
applied in the manner described above; provided, however,
-------- -------
that, unless otherwise specified above, the interest rate
hereon will not be less than zero percent. Commencing on
the Initial Interest Reset Date, the rate at which interest
on this Note is payable shall be reset as of each Interest
Rate Reset Date specified above; provided, however, that the
-------- -------
interest rate in effect for the period from the Original
Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate.
4. Notwithstanding the foregoing, if this Note is
designated above as having an Addendum attached, the Note
shall bear interest in accordance with the terms described
in such Addendum.
Except as provided above, the interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date
(as defined below) immediately preceding such Interest Reset Date
or (b) if such day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest
Rate Basis shall be the rate determined in accordance with the
applicable provision below. If any Interest Reset Date (which
term includes the term Initial Interest Reset Date unless the
context otherwise requires) would otherwise be a day that is not
a Business Day, such Interest Reset Date shall be postponed to
the next succeeding day that is a Business Day, except that if an
Interest Rate Basis specified on the face hereof is LIBOR and
such next Business Day falls in the next succeeding calendar
month, such Interest Reset Date shall be the next preceding
Business Day.
Unless otherwise specified above, interest payable on this
Note on any Interest Payment Date shall be the amount of interest
accrued from and including the next preceding Interest Payment Date
in respect of which interest has been paid (or from and including the
Original Issue Date specified above, if no interest has been paid), to
but excluding the related Interest Payment Date or Maturity, as the
case may be. Unless otherwise specified above, accrued interest
hereon shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factor
calculated for each day in the period for which accrued interest
7
is being calculated. Unless otherwise specified above, the
interest factor for each such day shall be computed and paid on
the basis of a 360-day year of twelve 30-day months if the Day
Count Convention specified above is "30/360" for the period
specified thereunder, or by dividing the interest rate applicable
to such day by 360 if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or by the actual
number of days in the year if the Day Count Convention specified
above is "Actual/Actual" for the period specified thereunder.
The interest factor for Notes for 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 one of
the applicable Interest Rate Bases applied.
Unless otherwise specified above, the "Interest
Determination Date" with respect to the CD Rate, the CMT Rate,
the Commercial Paper Rate, the Federal Funds Rate and the Prime
Rate will be the second Business Day preceding each Interest
Reset Date; the "Interest Determination Date" with respect to
LIBOR shall be the second London Business Day (as defined below)
preceding each Interest Reset Date; the "Interest Determination
Date" with respect to the Eleventh District Cost of Funds Rate
shall be the last working day of the month immediately preceding
each Interest Reset Date on which the Federal Home Loan Bank of
San Francisco (the "FHLB of San Francisco") publishes the Index
(as defined below); the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which
the related Interest Reset Date falls on which day Treasury bills
(as defined below) normally would be auctioned (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 such auction may be
held on the preceding Friday); provided, however, that if, as a
-------- -------
result of a legal holiday, an auction is held on the Friday of
the week preceding the related Interest Reset Date, the related
Interest Determination Date shall be such preceding Friday; and
provided, further, that if an auction shall fall on any Interest
-------- -------
Reset Date, then the Interest Reset Date shall instead be the
first Business Day following such auction. If the interest rate
of this Note is determined with reference to two or more Interest
Rate Bases, the Interest Determination Date pertaining to this
Note will be the first Business Day which is at least two
Business Days prior to such Interest Reset Date on which each
Interest Rate Basis shall be determinable.
Unless otherwise specified above, the "Calculation Date," if
applicable, pertaining to any Interest Determination Date will be
the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if such day is not a Business Day, the
next succeeding Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or Maturity, as
the case may be. All calculations on this Note shall be made by
8
the Calculation Agent specified above or such successor thereto
as is duly appointed by the Company.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the next highest one
hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upwards (e.g., 9.876545%
(or .09876545) would be rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such calculation
will be rounded to the nearest cent (with one-half cent being
rounded upward).
As used herein, "Business Day" means any day other than a
Saturday or Sunday or any other day on which banks in The City of
New York are generally authorized or obligated by law or
executive order to close and, if the Interest Rate Basis shown
above is LIBOR, is also a London Business Day.
As used herein, "London Business Day" means any day on which
dealings in deposits in the Index Currency are transacted in the
London interbank market.
Determination of CD Rate. If an Interest Rate Basis for
------------------------
this Note is the CD Rate, as indicated above, the CD Rate shall
be determined on the applicable Interest Determination Date (a
"CD Rate Interest Determination Date"), as the rate on such date
for negotiable certificates of deposit having the Index Maturity
specified above as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication
("H.15(519)"), under the heading "CDs (Secondary Market)," or, if
not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on such CD Rate Interest Determination
Date for negotiable certificates of deposit of the Index Maturity
specified above as published by the Federal Reserve Bank of New
York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" or any successor
publication ("Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not yet published in
either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean (rounded
upwards to the next highest one hundred-thousandth of a
percentage point) of the secondary market offered rates as of
10:00 A.M., New York City time, on such CD Rate Interest
Determination Date of three leading non-bank dealers in
negotiable United States dollar certificates of deposit in The
City of New York (which may include the Agents or their
respective affiliates) selected by the Calculation Agent for
negotiable certificates of deposit of major United States money
market banks in the market for negotiable certificates of deposit
with a remaining maturity closest to the Index Maturity
designated above in an amount that is representative for a single
9
transaction in that market at that time; provided, however, that
-------- -------
if any of the dealers so selected by the Calculation Agent are
not quoting as set forth above, the CD Rate with respect to such
CD Rate Interest Determination Date shall be the CD Rate in
effect on such CD Rate Interest Determination Date.
Determination of CMT Rate. If an Interest Rate Basis for
-------------------------
this Note is the CMT Rate, as indicated above, the CMT Rate shall
be determined on the applicable Interest Determination Date (a
"CMT Rate Interest Determination Date"), as the rate displayed on
the Designated CMT Telerate Page under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately
preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed
on the relevant page, or if not displayed by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Rate Interest Determination Date with respect
to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant
H.15(519). If such information is not provided by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT
Rate for the CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to
maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M. (New York
City time) on the CMT Rate Interest Determination Date reported,
according to their written records, by three leading primary
United States government securities dealers (each, a "Reference
Dealer") in The City of New York selected by the Calculation
Agent (from five such 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
the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an
original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. If the Calculation
10
Agent cannot obtain three such Treasury Note quotations, the CMT
Rate for such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 P.M. (New York City
time) on the CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such
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 Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such
quotes will be eliminated; provided, however, that if fewer than
-------- -------
three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate with respect to such
CMT Rate Interest Determination Date will be the CMT Rate in
effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the
third preceding sentence have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the quotes for this
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated above (or any other
page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported on
H.15(519)), for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is
specified above, the Designated CMT Telerate Page shall be 7052
for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified above with respect to which the CMT
Rate will be calculated. If no such maturity is specified above,
the Designated CMT Maturity Index shall be 2 years.
Determination of Commercial Paper Rate. If an Interest Rate
--------------------------------------
Basis for this Note is the Commercial Paper Rate, as indicated
above, the Commercial Paper Rate shall be determined on the
applicable Interest Determination Date (a "Commercial Paper Rate
Interest Determination Date"), as the Money Market Yield (as
defined below) on such date of the rate for commercial paper
having the Index Maturity specified above as published in
H.15(519), under the heading "Commercial Paper." In the event
such rate is not published by 3:00 P.M., New York City time, on
the related Calculation Date, then the Commercial Paper Rate
11
shall be the Money Market Yield on such Commercial Paper Rate
Interest Determination Date of the rate for commercial paper
having the Index Maturity shown above as published in Composite
Quotations under the heading "Commercial Paper" (with an Index
Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days,
respectively). If by 3:00 P.M., New York City time, on the
related Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the Commercial Paper Rate
for such Commercial Paper Rate Interest Determination Date shall
be as calculated by the Calculation Agent and shall be the Money
Market Yield of the arithmetic mean (rounded upwards to the next
highest one hundred-thousandth of a percentage point) of the
offered rates at approximately 11:00 A.M., New York City time, on
such Commercial Paper Rate Interest Determination Date of three
leading dealers of commercial paper in The City of New York
(which may include the Agents or their respective affiliates)
selected by the Calculation Agent for commercial paper having the
Index Maturity specified above placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally
recognized securities rating agency; provided, however, that if
-------- -------
any of the dealers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined on such Commercial Paper Rate Interest
Determination Date shall be the rate in effect on such Commercial
Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage rounded to the nearest one hundred-thousandth of a
percentage point) calculated in accordance with the following
formula:
Money Market Yield = D x 360 x 100
------------
360-(D x M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal
and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If
-----------------------------------------------------
an Interest Rate Basis for this Note is the Eleventh District
Cost of Funds Rate, as indicated above, the Eleventh District
Cost of Funds Rate shall be determined on the applicable Interest
Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date"), and shall be the rate equal to the
monthly weighted average cost of funds for the calendar month
preceding such Eleventh District Cost of Funds Rate Interest
Determination Date as set forth under the caption "11th District"
on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Interest Determination
Date. If such rate does not appear on Telerate Page 7058 on any
related Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate for
12
such Eleventh District Cost of Funds Rate Interest Determination
Date shall be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced by the FHLB of San
Francisco as such cost of funds for the calendar month preceding
the date of such announcement. If the FHLB of San Francisco
fails to announce such rate for the calendar month next preceding
such Eleventh District Cost of Funds Rate Interest Determination
Date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Interest Determination Date
shall be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Interest Determination
Date.
Determination of Federal Funds Rate. If an Interest Rate
-----------------------------------
Basis for this Note is the Federal Funds Rate, as indicated
above, the Federal Funds Rate shall be determined on the
applicable Interest Determination Date (a "Federal Funds Rate
Interest Determination Date"), as the rate on that date for
federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on
such Federal Funds Rate Interest Determination Date, as published
in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not yet published in
either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, the Federal Funds
Rate for such Federal Funds Rate Interest Determination Date
shall be calculated by the Calculation Agent and shall be the
arithmetic mean (rounded upwards to the next highest one
hundred-thousandth of a percentage point) of the rates for the
last transaction in overnight United States dollar federal funds
arranged by three leading brokers of federal funds transactions
in The City of New York (which may include the Agents or their
respective affiliates) selected by the Calculation Agent as of
9:00 A.M., New York City time on such Federal Funds Rate Interest
Determination Date; provided, however, that if any of the brokers
-------- -------
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined on
such Federal Funds Rate Interest Determination Date shall be the
Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this
----------------------
Note is LIBOR, as indicated above, LIBOR will be determined on
the applicable Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions
under LIBOR Reuters or LIBOR Telerate as specified above:
(i) (a) if "LIBOR Reuters" is specified above as the
method for determining LIBOR, LIBOR will be determined on
the basis of the arithmetic mean of the offered rates
(unless the specified Designated LIBOR Page by its terms
provides only for a single rate, in which case such single
13
rate shall be used) for deposits in the Index Currency having the
Index Maturity designated above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, that appear on the Designated LIBOR Page
specified above as of 11:00 A.M. London time, on such LIBOR
Interest Determination Date, if at least two such offered rates
appear (unless, as aforesaid, only a single rate is required) on
such Designated LIBOR Page, or (b) if "LIBOR Telerate" is
specified above or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified as the method for calculating LIBOR, the
rate for deposits in the Index Currency having the Index Maturity
designated above, commencing on the second London Business Day
immediately following such LIBOR Interest Determination Date that
appears on the Designated LIBOR Page specified above as of 11:00
A.M., London Time, on such LIBOR Interest Determination Date. If
fewer than two such offered rates appear, or if no such rate
appears, as applicable, LIBOR in respect of the related LIBOR
Interest Determination Date will be determined in accordance with
the provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear, or no
rate appears, as the case may be, on the applicable
Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices
of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index
Maturity designated above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such
Index Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal
Financial Center, on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center
selected by the Calculation Agent for loans in the Index
Currency to leading European banks, having the Index
Maturity designated above and in a principal amount that is
representative for a single transaction in such Index
Currency in such market at such time; provided, however,
-------- -------
that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined
14
as of such LIBOR Interest Determination Date will be LIBOR
in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite
currencies) specified above as the currency for which LIBOR shall
be calculated. If no such currency is specified above, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters"
is specified above, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank
rates of major banks for the applicable Index Currency, or (b) if
"LIBOR Telerate" is specified above or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified as the method for calculating
LIBOR, the display on the Dow Jones Telerate Service for the
purpose of displaying the London interbank rates of major banks
for the applicable Index Currency.
"Principal Financial Center" will generally be the capital
city of the country of the specified Index Currency, except that
with respect to United States dollars, Deutsche Marks, Dutch
Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
Determination of Prime Rate. If an Interest Rate Basis for
---------------------------
this Note is the Prime Rate, as indicated above, the Prime Rate
shall be determined on the applicable Interest Determination Date
(a "Prime Rate Interest Determination Date") as the rate on that
day set forth in H.15(519) opposite the caption "Bank Prime
Loan." If such rate is not yet published in H.15(519) by 3:00
P.M., New York City time, on the Calculation Date, the Prime Rate
will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF
Page (as defined below) as such bank's prime rate or base lending
rate as in effect for such Prime Rate Interest Determination
Date. If fewer than four such rates appear on such Reuters
Screen NYMF Page for such Prime Rate Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and
will be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by a
360-day year as of the close of business on such Prime Rate
Interest Determination Date by three, or two if only two such
rates are quoted, major money center banks in The City of New
York (which may include affiliates of certain of the Agents)
selected by the Calculation Agent (after consultation with the
Company). If fewer than two such rates are quoted as aforesaid,
the Prime Rate will be determined by the Calculation Agent on the
basis of the prime rates quoted in The City of New York by three,
or two if only two are available, substitute banks or trust
companies organized and doing business under the laws of the
United States, or any state thereof, having total equity capital
of at least $500 million and being subject to supervision of
examination by a federal or state authority, selected by the
15
Calculation Agent (after consultation with the Company) to
provide such rates; provided, however, that if fewer than two of
such substitute banks or trust companies selected as aforesaid by
the Calculation Agent are quoting as mentioned in this sentence,
the Prime Rate will be the Prime Rate then in effect on such
Prime Rate Interest Determination Date. "Reuters Screen NYMF
Page" means the display designated as page "NYMF" on the Reuters
Monitor Money Rates Service (or such other page as may replace
the NYMF page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks).
Determination of Treasury Rate. If an Interest Rate Basis
------------------------------
for this Note is the Treasury Rate, as specified above, the
Treasury Rate shall be determined on the applicable Interest
Determination Date (a "Treasury Rate Interest Determination
Date") as the rate applicable to the most recent auction of
direct obligations of the United States ("Treasury bills") having
the Index Maturity specified above, as such rate is published in
H.15(519) under the heading "Treasury Bills -- auction average
(investment)" or, if not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury bills having the Index Maturity specified above are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate hereon shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean
(rounded upwards to the next highest one hundred-thousandth of a
percentage point) of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Treasury
Rate Interest Determination Date of three leading primary United
States government securities dealers (which may include one or
more of the Agents or their respective affiliates) as selected by
the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity specified above;
provided, however, that if any of the dealers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Treasury Rate will be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date.
Any provision contained herein with respect to the
determination of an Interest Rate Basis, the specification of
Interest Rate Bases, calculation of the Interest Rate applicable
to this Note, its payment dates or any other matter relating
hereto may be modified as specified in an Addendum relating
hereto if so specified above.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
16
less than the Minimum Interest Rate, if any, specified above.
The Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date.
The interest rate on this 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.
At the request of the Holder hereof, the Calculation Agent
shall provide to the Holder hereof the interest rate hereon then
in effect and, if determined, the interest rate which shall
become effective as of the next Interest Reset Date.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be adversely affected
thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series adversely
affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the time,
place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or by
its attorney duly authorized in writing, and thereupon one or
more new Notes of authorized denominations and for the same
17
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
18
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted thereon.
[FACSIMILE OF SEAL] COLGATE-PALMOLIVE COMPANY
By:
----------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
The Bank of New York,
as Trustee
By: Dated:
--------------------------- ----------------
Authorized Signatory
19
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
-----------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown on the face of this Note, this Note
with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued
for the portion not being repaid).
$
--------------------------- ------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
---------------------- correspond with the name as
written upon the face of th
Note in every particular,is
without alteration or
enlargement or any change
whatever.
20
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
-----------------------------
------------------------------------------------------------------
------------------------------------------------------------------
(Please print or typewrite name and address including postal zip
code of assignee)
------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note
---------------------------------
on the books of the Company with full power of substitution in
the premises.
Dated:
---------- -------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
21
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
22
[FORM OF FIXED RATE GLOBAL MEDIUM-TERM NOTE]
If the registered owner of this Note (as indicated below) is
The Depository Trust Company (the "Depositary") or a nominee of
the Depositary, this Security is a Global Note and the following
legends apply:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to 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.
THIS GLOBAL 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 NOMINEE OF THE DEPOSITARY
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" and
------------------- -----------------
"INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE
--------------------------
METHOD) BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID")
RULES.
REGISTERED PRINCIPAL AMOUNT
No. FX CUSIP No. $
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATES:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
COLGATE-PALMOLIVE COMPANY, a Delaware corporation ("Issuer"
or the "Company," which terms include any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
2
principal sum of
DOLLARS on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at the Interest Rate per annum
specified above, until the principal hereof is paid or duly made
available for payment. Reference herein to "this Note",
"hereof", "herein" and comparable terms shall include an Addendum
hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, and on
the Stated Maturity Date or any Redemption Date or Optional
Repayment Date (as defined below) (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and
the date on which principal or an installment of principal is due
and payable by declaration of acceleration pursuant to the
Indenture being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however,
-------- -------
that if the Original Issue Date is between a Regular Record Date
(as defined below) and the next succeeding Interest Payment Date
or on an Interest Payment Date, interest payments will commence
on the second Interest Payment Date succeeding the Original Issue
Date. Except as provided above, interest payments will be made
on the Interest Payment Dates shown above. Unless otherwise
specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the
applicable Interest Payment Date. Interest on this Note will
accrue from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for or, if no
interest has been paid, from and including the Original Issue
Date specified above, to, but excluding the related Interest
Payment Date or Maturity, as the case may be. If the Maturity or
an Interest Payment Date falls on a day which is not a Business
Day as defined below, the payment due on such Maturity or
Interest Payment Date will be paid on the next succeeding
Business Day with the same force and effect as if made on such
Maturity or Interest Payment Date, as the case may be, and no
interest shall accrue with respect to such payment for the period
from and after such Maturity or Interest Payment Date. The
interest so payable and punctually paid or duly provided for on
any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such Interest Payment Date. Any such
interest which is payable, but not punctually paid or duly
provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may be paid to
the Person in whose name this Note (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 the Holder
3
of this Note not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all
as more fully provided in the Indenture.
Payment of the principal of, premium, if any, and interest
on this Note will be made at the Office or Agency of the Company
maintained by the Company for such purpose, in such coin or
currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company, payment of
-------- -------
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register; and provided, further, that AT THE OPTION OF THE
-------- -------
COMPANY, the Holder of this Note may be entitled to receive
payments of principal of, premium, if any, and interest on this
Note by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the
Trustee not less than 15 days prior to the applicable payment
date.
Unless the certificate of authentication hereon has been
executed by or on behalf of The Bank of New York, the Trustee for
this Note under the Indenture, or its successor thereunder, by
the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
This Note is one of a duly authorized series of securities
of the Company designated as its Medium-Term Notes, Series B (the
"Notes"). The Notes are issued and to be issued under an
Indenture dated as of November 15, 1992 (herein called the
"Indenture") between the Company and The Bank of New York, to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee (as defined below) and the
Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The Bank of New York shall act as
Trustee with respect to the Notes (herein called the "Trustee",
which term includes any successor Trustee with respect to the
Notes, under the Indenture). The terms of individual Notes may
vary with respect to interest rates or interest rate formulas,
issue dates, maturity, redemption, repayment, currency of payment
and otherwise. The term "Securities," as used in this Note,
refers to all securities issued and issuable from time to time
under the Indenture and includes the Notes.
Except as otherwise provided in the Indenture, the Notes
will be issued in global form only, registered in the name of the
Depositary or its nominee. The Notes will not be issued in
definitive form, except as otherwise provided in the Indenture,
and ownership of the Notes shall be maintained in book-entry form
by the Depositary for the accounts of participating organizations
of the Depositary.
4
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to the
Stated Maturity Date.
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to the Stated Maturity
Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (provided that any remaining
principal hereof shall be at least $1,000) at the option of the
Company at the applicable Redemption Price (as defined below),
together with accrued interest hereon at the applicable rate
payable to the date of redemption (each such date, a "Redemption
Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of
this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
surrender hereof. In the event of redemption of this Note in
part only, a new Note for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the surrender
hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and
shall decline at each anniversary of the Initial Redemption Date,
shown above, by the Annual Redemption Percentage Reduction, if
any, specified above, of the principal amount to be redeemed
until the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the
Holder on any Optional Repayment Date(s), if any, indicated
above. If no Optional Repayment Date(s) are set forth above,
this Note may not be so repaid at the option of the Holder hereof
prior to the Stated Maturity Date. On any Optional Repayment
Date, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal
hereof shall be at least $1,000) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the
relevant Optional Repayment Date. For this Note to be repaid in
whole or in part at the option of the Holder hereof, this Note
must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its Corporate
Trust Office, or such address which the Company shall from time
to time notify the Holders of the Notes, not more than 60 nor
less than 30 days prior to the related Optional Repayment Date.
Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part
only, a new Note for the unrepaid portion hereof shall be issued
in the name of the Holder hereof upon the surrender hereof.
5
Interest payments for this Note shall be computed and paid
on the basis of a 360-day year of twelve 30-day months if the Day
Count Convention specified above is "30/360" for the period
specified thereunder, on the basis of the actual number of days
in the related month and a 360-day year if the Day Count
Convention specified above is "Actual/360" for the period
specified thereunder or on the basis of the actual number of days
in the related year and month if the Day Count Convention
specified above is "Actual/Actual" for the period specified
thereunder.
As used herein, "Business Day" means any day other than a
Saturday or Sunday or any other day on which banks in The City of
New York are generally authorized or obligated by law or
executive order to close.
Any provision contained herein with respect to the
calculation of the rate of interest applicable to this Note, its
payment dates or any other matter relating hereto may be modified
as specified in an Addendum relating hereto if so specified
above.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be adversely affected
thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series adversely
affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the time,
place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
6
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or by
its attorney duly authorized in writing, and thereupon one or
more new Notes of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
7
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
[FACSIMILE OF SEAL] COLGATE-PALMOLIVE COMPANY
By:
---------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
The Bank of New York,
as Trustee
By: Dated:
------------------------ --------------
Authorized Signatory
8
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
-----------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown on the face of this Note, this Note
with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of $1,000) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Notes to be issued to the
Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued
for the portion not being repaid).
$
--------------------------- ------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
---------------------- correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
9
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
-----------------------------
------------------------------------------------------------------
------------------------------------------------------------------
(Please print or typewrite name and address including postal zip
code of assignee)
------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
------------------------------------
attorney to transfer said Note
---------------------------------
on the books of the Company with full power of substitution in
the premises.
Dated:
---------- -------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
10
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
11
MULTI-CURRENCY FLOATING RATE MEDIUM-TERM NOTE
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. MCFLR $
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES B
(Multi-Currency Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
IF LIBOR:
[ ] LIBOR Reuters
[ ] LIBOR Telerate
INDEX CURRENCY:
IF THE CMT RATE:
[ ] 7055
[ ] 7052
MATURITY INDEX:
SPREAD: INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT: SPECIFIED CURRENCY:
INTEREST CALCULATION: DATE COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period from
[ ] Floating Rate/Fixed Rate to .
Fixed Rate Commencement Date: [ ] 30/360 for the period from
Fixed Interest Rate: to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual to the period
Fixed Interest from to .
Rate: [ ] Other
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
CONVERSION INTO U.S. DOLLARS: Yield to Maturity:
[ ] Presumption Yes
[ ] Presumption No Initial Accrual Period:
[ ] No
OTHER PROVISIONS:
2
COLGATE-PALMOLIVE COMPANY, a Delaware corporation ("Issuer"
or the "Company," which terms include any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to __________, or registered assigns, the
principal sum of ___________________ on the Stated Maturity Date
specified above (except to the extent redeemed or repaid prior to
the Stated Maturity Date), and to pay interest thereon, at a rate
per annum equal to the Initial Interest Rate specified above
until the Initial Interest Reset Date specified above and
thereafter at a rate per annum determined in accordance with the
provisions hereof and any Addendum relating hereto depending upon
the Interest Rate Basis or Bases, if any, and such other terms
specified above, until the principal hereof is paid or duly made
available for payment. Reference herein to "this Note",
"hereof", "herein" and comparable terms shall include an Addendum
hereto if an Addendum is specified above.
The Company will pay interest monthly, quarterly,
semi-annually, annually or such other period as specified above
under "Interest Payment Period", on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
specified above next succeeding the Original Issue Date specified
above, and on the Stated Maturity Date or any Redemption Date or
Optional Repayment Date (as defined below) (the date of each such
Stated Maturity Date, Redemption Date and Optional Repayment Date
and the date on which principal or an installment of principal is
due and payable by declaration of acceleration pursuant to the
Indenture being referred to hereinafter as a "Maturity" with
respect to principal payable on such date); provided, however,
-------- -------
that if the Original Issue Date is between a Regular Record Date
(as defined below) and the next succeeding Interest Payment Date
or on an Interest Payment Date, interest payments will commence
on the second Interest Payment Date succeeding the Original Issue
Date; and provided further, that if an Interest Payment Date
-------- -------
would fall on a day that is not a Business Day (as defined
below), such Interest Payment Date shall be postponed to the
following day that is a Business Day, except that in the case an
Interest Rate Basis is LIBOR, as indicated above, if such next
Business Day falls in the next calendar month, such Interest
Payment Date shall be the next preceding day that is a Business
Day. Except as provided above, interest payments will be made on
the Interest Payment Dates shown above. Unless otherwise
specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the
applicable Interest Payment Date. Interest on this Note will
accrue from and including the Original Issue Date specified
above, at the rates determined from time to time as specified
herein, until the principal hereof has been paid or made
available for payment. If the Maturity falls on a day which is
not a Business Day as defined below, the payment due on such
Maturity will be paid on the next succeeding Business Day with
the same force and effect as if made on such Maturity and no
3
interest shall accrue with respect to such payment for the period
from and after such Maturity. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date
will as provided in the Indenture be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date
for such Interest Payment Date. Any such interest which is
payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall
forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name
this Note (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 the Holder of this Note not less than
10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more fully provided in
the Indenture.
As more fully provided below, the principal of, and premium,
if any, and interest on this Note are payable by the Company in
the Specified Currency, subject to conversion into U.S. dollars
on behalf of the Holder hereof to the extent provided below.
Upon presentation and surrender of this Note at Maturity at the
Office or Agency of the Company maintained by the Company for
such purpose, payment of the principal, premium, if any, and
interest due at Maturity will be made in immediately available
funds, or if such payment is to be made in the Specified Currency
as provided below, by wire transfer to an account maintained by
the Holder hereof in the country of the Specified Currency shown
above (the "Holder's Overseas Account"), as designated by the
Holder of this Note by written notice to the Trustee not less
than 15 days prior to Maturity. As more fully provided below, if
payment of interest on this Note is to be made in U.S. dollars,
payment of interest on any Interest Payment Date other than at
Maturity will be made at the Office or Agency of the Company
maintained by the Company for such purpose; provided, however,
-------- -------
that at the option of the Company, payment of interest may be
made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or,
if such payment is to be made in the Specified Currency as
provided below, by wire transfer to the Holder's Overseas
Account. Notwithstanding the above, AT THE OPTION OF THE
COMPANY, a Holder of the equivalent of $5,000,000 or more
(determined on the basis of the Market Exchange Rate, as defined
below, on the Business Day immediately preceding the Original
Issue Date) in aggregate principal amount of Notes having the
same Interest Payment Dates may be entitled to receive payments
of principal of, premium, if any, and interest on such Note or
Notes by wire transfer of immediately available funds to such
account of such bank as the registered Holder hereof shall have
designated if appropriate wire transfer instructions have been
4
received in writing by the Trustee not less than 15 days prior to
the applicable payment date; and provided, further, that such
-------- -------
bank has appropriate facilities therefor. Notwithstanding the
above, in any case where wire transfer facilities for the making
of any payment shall not be reasonably available to the Trustee,
such payment shall be made by check and mailed to the Holder
hereof at such address as shall appear on the Security Register
maintained by the Trustee.
All payments on this Note on any Interest Payment Date or
Maturity will be made in the Specified Currency set forth above,
except as otherwise hereinafter provided.
Unless the certificate of authentication hereon has been
executed by or on behalf of The Bank of New York, the Trustee
with respect to the Notes under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized
signatories, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of securities
of the Company designated as its Medium-Term Notes, Series B (the
"Notes"). The Notes are issued and to be issued under an
Indenture dated as of November 15, 1992 (herein called the
"Indenture") between the Company and The Bank of New York, to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee (as defined below) and the
Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The Bank of New York shall act as
Trustee with respect to Notes (herein called the "Trustee", which
term includes any successor Trustee with respect to the Notes
under the Indenture). The terms of individual Notes may vary
with respect to interest rates or interest rate formulas, issue
dates, maturity, redemption, repayment, currency of payment and
otherwise. The term "Securities," as used in this Note, refers
to all securities issued and issuable from time to time under the
Indenture and includes the Notes.
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to the
Stated Maturity Date.
If so provided above, this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to the Stated Maturity
Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at any time in whole or from time to time in
part in increments of 1,000 units of the Specified Currency
(provided that any remaining principal hereof shall be at least
5
100,000 units of the Specified Currency) at the option of the
Company at the applicable Redemption Price (as defined below)
together with accrued interest hereon at the applicable rate
payable to the date of redemption (each such date, a "Redemption
Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date. In the event of redemption of
this Note in part only, a new Note for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and
shall decline at each anniversary of the Initial Redemption Date,
shown above, by the Annual Redemption Percentage Reduction, if
any, specified on the face hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal
amount.
This Note may be subject to repayment at the option of the
Holder on any Optional Repayment Date(s), if any, indicated
above. If no Optional Repayment Date(s) are set forth above,
this Note may not be so repaid at the option of the Holder hereof
prior to the Stated Maturity Date. On any Optional Repayment
Date, this Note shall be repayable in whole or in part in
increments of 1,000 units of the Specified Currency (provided
that any remaining principal hereof shall be at least 100,000
units of the Specified Currency) at the option of the Holder
hereof at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the
relevant Optional Repayment Date. For this Note to be repaid in
whole or in part at the option of the Holder hereof, this Note
must be received, with the form entitled "Option to Elect
Repayment" below duly completed, by the Trustee at its Corporate
Trust Office, or such address which the Company shall from time
to time notify the Holders of the Notes, not more than 60 nor
less than 30 days prior to the related Optional Repayment Date.
Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part
only, a new Note for the unrepaid portion hereof shall be issued
in the name of the Holder hereof upon the surrender hereof.
The interest rate borne by this Note shall be determined as
follows:
1. If this Note is designated as a Regular Floating
Rate Note above or if no designation is made for Interest
Calculation above, then, except as described below, this
Note shall bear interest at the rate determined by reference
to the applicable Interest Rate Basis shown above (i) plus
or minus the applicable Spread, if any, and/or (ii)
multiplied by the applicable Spread Multiplier, if any,
6
specified and applied in the manner described above.
Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of
each Interest Reset Date specified above; provided, however,
-------- -------
that the interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date will
be the Initial Interest Rate.
2. If this Note is designated as a Floating
Rate/Fixed Rate Note above, then, except as described below,
this Note shall bear interest at the rate determined by
reference to the applicable Interest Rate Basis shown above
(i) plus or minus the applicable Spread, if any, and/or (ii)
multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described above.
Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note is payable shall be reset as of
each Interest Reset Date specified above; provided, however,
-------- -------
that (i) the interest rate in effect for the period from the
Original Issue Date to the Initial Interest Reset Date shall
be the Initial Interest Rate; and (ii) the interest rate in
effect commencing on, and including, the Fixed Rate
Commencement Date to Maturity shall be the Fixed Interest
Rate, if such rate is specified above, or if no such Fixed
Interest Rate is so specified, the interest rate in effect
hereon on the day immediately preceding the Fixed Rate
Commencement Date.
3. If this Note is designated as an Inverse Floating
Rate Note above, then, except as described below, this Note
will bear interest equal to the Fixed Interest Rate
indicated above minus the rate determined by reference to
the applicable Interest Rate Basis shown above (i) plus or
minus the applicable Spread, if any, and/or (ii) multiplied
by the applicable Spread Multiplier, if any, specified and
applied in the manner described above; provided, however,
-------- -------
that, unless otherwise specified above, the interest rate
hereon will not be less than zero percent. Commencing on
the Initial Interest Reset Date, the rate at which interest
on this Note is payable shall be reset as of each Interest
Rate Reset Date specified above; provided, however, that the
-------- -------
interest rate in effect for the period from the Original
Issue Date to the Initial Interest Reset Date shall be the
Initial Interest Rate.
4. Notwithstanding the foregoing, if this Note is
designated above as having an Addendum attached, the Note
shall bear interest in accordance with the terms described
in such Addendum.
Except as provided above, the interest rate in effect on
each day shall be (a) if such day is an Interest Reset Date, the
7
interest rate determined as of the Interest Determination Date
(as defined below) immediately preceding such Interest Reset Date
or (b) if such day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately
preceding the next preceding Interest Reset Date. Each Interest
Rate Basis shall be the rate determined in accordance with the
applicable provision below. If any Interest Reset Date (which
term includes the term Initial Interest Reset Date unless the
context otherwise requires) would otherwise be a day that is not
a Business Day, such Interest Reset Date shall be postponed to
the next succeeding day that is a Business Day, except that if an
Interest Rate Basis specified on the face hereof is LIBOR and
such next Business Day falls in the next succeeding calendar
month, such Interest Reset Date shall be the next preceding
Business Day.
Unless otherwise specified above, interest payable on this
Note on any Interest Payment Date shall be the amount of interest
accrued from and including the next preceding Interest Payment Date
in respect of which interest has been paid (or from and including the
Original Issue Date specified above, if no interest has been paid), to
but excluding the related Interest Payment Date or Maturity, as the
case may be. Unless otherwise specified above, accrued interest
hereon shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued
interest factor shall be computed by adding the interest factor
calculated for each day in the period for which accrued interest
is being calculated. Unless otherwise specified above, the
interest factor for each such day shall be computed and paid on
the basis of a 360-day year of twelve 30-day months if the Day
Count Convention specified above is "30/360" for the period
specified thereunder, or by dividing the interest rate applicable
to such day by 360 if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or by the actual
number of days in the year if the Day Count Convention specified
above is "Actual/Actual" for the period specified thereunder.
The interest factor for Notes for 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 one of
the applicable Interest Rate Bases applied.
Unless otherwise specified above, the "Interest
Determination Date" with respect to the CD Rate, the CMT Rate,
the Commercial Paper Rate, the Federal Funds Rate and the Prime
Rate will be the second Business Day preceding each Interest
Reset Date; the "Interest Determination Date" with respect to
LIBOR shall be the second London Business Day (as defined below)
preceding each Interest Reset Date; the "Interest Determination
Date" with respect to the Eleventh District Cost of Funds Rate
shall be the last working day of the month immediately preceding
each Interest Reset Date on which the Federal Home Loan Bank of
8
San Francisco (the "FHLB of San Francisco") publishes the Index
(as defined below); the "Interest Determination Date" with
respect to the Treasury Rate will be the day in the week in which
the related Interest Reset Date falls on which day Treasury bills
(as defined below) normally would be auctioned (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 such auction may be
held on the preceding Friday); provided, however, that if, as a
-------- -------
result of a legal holiday, an auction is held on the Friday of
the week preceding the related Interest Reset Date, the related
Interest Determination Date shall be such preceding Friday; and
provided, further, that if an auction shall fall on any Interest
-------- -------
Reset Date, then the Interest Reset Date shall instead be the
first Business Day following such auction. If the interest rate
of this Note is determined with reference to two or more Interest
Rate Bases, the Interest Determination Date pertaining to this
Note will be the first Business Day which is at least two
Business Days prior to such Interest Reset Date on which each
Interest Rate Basis shall be determinable.
Unless otherwise specified above, the "Calculation Date," if
applicable, pertaining to any Interest Determination Date will be
on the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if such day is not a Business Day, the
next succeeding Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or Maturity, as
the case may be. All calculations on this Note shall be made by
the Calculation Agent specified above or such successor thereto
as is duly appointed by the Company.
All percentages resulting from any calculation on this Note
will be rounded, if necessary, to the next highest one
hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upwards (e.g., 9.876545%
(or .09876545) would be rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such calculation
will be rounded to the nearest cent (with one-half cent being
rounded upward).
As used herein, "Business Day" means any day other than a
Saturday or Sunday or any other day on which banks in The City of
New York are generally authorized or obligated by law or
executive order to close and, if the Interest Rate Basis shown
above is LIBOR, is also a London Business Day.
As used herein, "London Business Day" means any day on which
dealings in deposits in the Index Currency are transacted in the
London interbank market.
Determination of CD Rate. If an Interest Rate Basis for
------------------------
this Note is the CD Rate, as indicated above, the CD Rate shall
9
be determined on the applicable Interest Determination Date (a
"CD Rate Interest Determination Date"), as the rate on such date
for negotiable certificates of deposit having the Index Maturity
specified above as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication
("H.15(519)"), under the heading "Cds (Secondary Market)," or, if
not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the rate on which such CD Rate Interest
Determination Date for negotiable certificates of deposit of the
Index Maturity specified above as published by the Federal
Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities"
or any successor publication ("Composite Quotations") under the
heading "Certificates of Deposit". If such rate is not yet
published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then
the CD Rate on such CD Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic
mean (rounded upwards to the next highest one hundred-thousandth
of a percentage point) of the secondary market offered rates as
of 10:00 A.M., New York City time, on such CD Rate Interest
Determination Date of three leading non-bank dealers in
negotiable United States dollar certificates of deposit in The
City of New York (which may include the Agents or their
respective affiliates) selected by the Calculation Agent for
negotiable certificates of deposit of major United States money
market banks in the market for negotiable certificates of deposit
with a remaining maturity closest to the Index Maturity
designated above in an amount that is representative for a single
transaction in that market at that time; provided, however, that
-------- -------
if any of the dealers so selected by the Calculation Agent are
not quoting as set forth above, the CD Rate with respect to such
CD Rate Interest Determination Date shall be the CD Rate in
effect on such CD Rate Interest Determination Date.
Determination of CMT Rate. If an Interest Rate Basis for
-------------------------
this Note is the CMT Rate, as indicated above, the CMT Rate shall
be determined on the applicable Interest Determination Date (a
"CMT Rate Interest Determination Date"), as the rate displayed on
the Designated CMT Telerate Page under the caption "...Treasury
Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.," under the column for the
Designated CMT Maturity Index for (i) if the Designated CMT
Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately
preceding the week in which the related CMT Rate Interest
Determination Date occurs. If such rate is no longer displayed
on the relevant page, or if not displayed by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date will be such treasury
10
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 P.M., New York City time,
on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity
Index) for the CMT Rate Interest Determination Date with respect
to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed
on the Designated CMT Telerate Page and published in the relevant
H.15(519). If such information is not provided by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT
Rate for the CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to
maturity, based on the arithmetic mean of the secondary market
closing offer side prices as of approximately 3:30 P.M. (New York
City time) on the CMT Rate Interest Determination Date reported,
according to their written records, by three leading primary
United States government securities dealers (each, a "Reference
Dealer") in The City of New York selected by the Calculation
Agent (from five such 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
the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an
original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. If the Calculation
Agent cannot obtain three such Treasury Note quotations, the CMT
Rate for such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to
maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 P.M. (New York City
time) on the CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such
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 Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million. If three or four (and not five)
of such Reference Dealers are quoting as described above, then
the CMT Rate will be based on the arithmetic mean of the offer
prices obtained and neither the highest nor the lowest of such
quotes will be eliminated; provided, however, that if fewer than
-------- -------
three Reference Dealers selected by the Calculation Agent are
11
quoting as described herein, the CMT Rate with respect to such
CMT Rate Interest Determination Date will be the CMT Rate in
effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the
third preceding sentence have remaining terms to maturity equally
close to the Designated CMT Maturity Index, the quotes for this
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated above (or any other
page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported on
H.15(519)), for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is
specified above, the Designated CMT Telerate Page shall be 7052
for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7,
10, 20 or 30 years) specified above with respect to which the CMT
Rate will be calculated. If no such maturity is specified above,
the Designated CMT Maturity Index shall be 2 years.
Determination of Commercial Paper Rate. If an Interest Rate
--------------------------------------
Basis for this Note is the Commercial Paper Rate, as indicated
above, the Commercial Paper Rate shall be determined on the
applicable Interest Determination Date (a "Commercial Paper Rate
Interest Determination Date"), as the Money Market Yield (as
defined below) on such date of the rate for commercial paper
having the Index Maturity specified above as published in
H.15(519), under the heading "Commercial Paper." In the event
such rate is not published by 3:00 P.M., New York City time, on
the related Calculation Date, then the Commercial Paper Rate
shall be the Money Market Yield on such Commercial Paper Rate
Interest Determination Date of the rate for commercial paper
having the Index Maturity shown above as published in Composite
Quotations under the heading "Commercial Paper" (with an Index
Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days,
respectively). If by 3:00 P.M., New York City time, on the
related Calculation Date such rate is not yet published in either
H.15(519) or Composite Quotations, then the Commercial Paper Rate
for such Commercial Paper Rate Interest Determination Date shall
be as calculated by the Calculation Agent and shall be the Money
Market Yield of the arithmetic mean (rounded upwards to the next
highest one hundred-thousandth of a percentage point) of the
offered rates at approximately 11:00 A.M., New York City time, on
such Commercial Paper Rate Interest Determination Date of three
leading dealers of commercial paper in The City of New York
(which may include the Agents or their respective affiliates)
selected by the Calculation Agent for commercial paper having the
Index Maturity specified above placed for an industrial issuer
12
whose bond rating is "AA," or the equivalent, from a nationally
recognized securities rating agency; provided, however, that if
-------- -------
any of the dealers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined on such Commercial Paper Rate Interest
Determination Date shall be the rate in effect on such Commercial
Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a
percentage rounded to the nearest one hundred-thousandth of a
percentage point) calculated in accordance with the following
formula:
Money Market Yield = D x 360
----------- x 100
360-(D x M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal
and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate. If
-----------------------------------------------------
an Interest Rate Basis for this Note is the Eleventh District
Cost of Funds Rate, as indicated above, the Eleventh District
Cost of Funds Rate shall be determined on the applicable Interest
Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date"), and shall be the rate equal to the
monthly weighted average cost of funds for the calendar month
preceding such Eleventh District Cost of Funds Rate Interest
Determination Date as set forth under the caption "11th District"
on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Interest Determination
Date. If such rate does not appear on Telerate Page 7058 on any
related Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate for
such Eleventh District Cost of Funds Rate Interest Determination
Date shall be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced by the FHLB of San
Francisco as such cost of funds for the calendar month preceding
the date of such announcement. If the FHLB of San Francisco
fails to announce such rate for the calendar month next preceding
such Eleventh District Cost of Funds Rate Interest Determination
Date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Interest Determination Date
shall be the Eleventh District Cost of Funds Rate in effect on
such Eleventh District Cost of Funds Rate Interest Determination
Date.
Determination of Federal Funds Rate. If an Interest Rate
-----------------------------------
Basis for this Note is the Federal Funds Rate, as indicated
above, the Federal Funds Rate shall be determined on the
13
applicable Interest Determination Date (a "Federal Funds Rate
Interest Determination Date"), as the rate on that date for
federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M.,
New York City time, on the related Calculation Date, the rate on
such Federal Funds Rate Interest Determination Date, as published
in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate is not yet published in
either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, the Federal Funds
Rate for such Federal Funds Rate Interest Determination Date
shall be calculated by the Calculation Agent and shall be the
arithmetic mean (rounded upwards to the next highest one
hundred-thousandth of a percentage point) of the rates for the
last transaction in overnight United States dollar federal funds
arranged by three leading brokers of federal funds transactions
in The City of New York (which may include the Agents or their
respective affiliates) selected by the Calculation Agent as of
9:00 A.M., New York City time on such Federal Funds Rate Interest
Determination Date; provided, however, that if any of the brokers
-------- -------
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined on
such Federal Funds Rate Interest Determination Date shall be the
Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this
----------------------
Note is LIBOR, as indicated above, LIBOR will be determined on
the applicable Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions
under LIBOR Reuters or LIBOR Telerate as specified above:
(i) (a) if "LIBOR Reuters" is specified above as the
method for determining LIBOR, LIBOR will be determined on
the basis of the arithmetic mean of the offered rates
(unless the specified Designated LIBOR Page by its terms
provides only for a single rate, in which case such single
rate shall be used) for deposits in the Index Currency
having the Index Maturity designated above, commencing on
the second London Business Day immediately following such
LIBOR Interest Determination Date, that appear on the
Designated LIBOR Page specified above as of 11:00 A.M.
London time, on such LIBOR Interest Determination Date, if
at least two such offered rates appear (unless, as
aforesaid, only a single rate is required) on such
Designated LIBOR Page, or (b) if "LIBOR Telerate" is
specified above or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified as the method for calculating LIBOR,
the rate for deposits in the Index Currency having the Index
Maturity designated above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date that appears on the Designated LIBOR Page
14
specified above as of 11:00 A.M., London Time, on such LIBOR
Interest Determination Date. If fewer than two such offered
rates appear, or if no such rate appears, as applicable,
LIBOR in respect of the related LIBOR Interest Determination
Date will be determined in accordance with the provisions
described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination
Date on which fewer than two offered rates appear, or no
rate appears, as the case may be, on the applicable
Designated LIBOR Page as specified in clause (i) above, the
Calculation Agent will request the principal London offices
of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in the Index Currency for the period of the Index
Maturity designated above, commencing on the second London
Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank
market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in such
Index Currency in such market at such time. If at least two
such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of
such quotations. If fewer than two quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal
Financial Center, on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center
selected by the Calculation Agent for loans in the Index
Currency to leading European banks, having the Index
Maturity designated above and in a principal amount that is
representative for a single transaction in such Index
Currency in such market at such time; provided, however,
-------- -------
that if the banks so selected by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR determined
as of such LIBOR Interest Determination Date will be LIBOR
in effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite
currencies) specified above as the currency for which LIBOR shall
be calculated. If no such currency is specified above, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters"
is specified above, the display on the Reuters Monitor Money
Rates Service for the purpose of displaying the London interbank
rates of major banks for the applicable Index Currency, or (b) if
"LIBOR Telerate" is specified above or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified as the method for calculating
15
LIBOR, the display on the Dow Jones Telerate Service for the
purpose of displaying the London interbank rates of major banks
for the applicable Index Currency.
"Principal Financial Center" will generally be the capital
city of the country of the specified Index Currency, except that
with respect to United States dollars, Deutsche Marks, Dutch
Guilders, Italian Lire, Swiss Francs and ECUs, the Principal
Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
Determination of Prime Rate. If an Interest Rate Basis for
---------------------------
this Note is the Prime Rate, as indicated above, the Prime Rate
shall be determined on the applicable Interest Determination Date
(a "Prime Rate Interest Determination Date") as the rate on that
day set forth in H.15(519) opposite the caption "Bank Prime
Loan." If such rate is not yet published in H.15(519) by 3:00
P.M., New York City time, on the Calculation Date, the Prime Rate
will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF
Page (as defined below) as such bank's prime rate or base lending
rate as in effect for such Prime Rate Interest Determination
Date. If fewer than four such rates appear on such Reuters
Screen NYMF Page for such Prime Rate Interest Determination Date,
the Prime Rate will be determined by the Calculation Agent and
will be the arithmetic mean of the prime rates quoted on the
basis of the actual number of days in the year divided by a
360-day year as of the close of business on such Prime Rate
Interest Determination Date by three, or two if only two such
rates are quoted, major money center banks in The City of New
York (which may include affiliates of certain of the Agents)
selected by the Calculation Agent (after consultation with the
Company). If fewer than two such rates are quoted as aforesaid,
the Prime Rate will be determined by the Calculation Agent on the
basis of the prime rates quoted in The City of New York by three,
or two if only two are available, substitute banks of trust
companies organized and doing business under the laws of the
United States, or any state thereof, having total equity capital
of at least $500 million and being subject to supervision or
examination by a federal or state authority, selected by the
Calculation Agent (after consultation with the Company) to
provide such rates; provided, however, that if fewer than two of
such substitute banks or trust companies selected as aforesaid by
the Calculation Agent are quoting as mentioned in this sentence,
the Prime Rate will be the Prime Rate then in effect on such
Prime Rate Interest Determination Date. "Reuters Screen NYMF
Page" means the display designated as page "NYMF" on the Reuters
Monitor Money Rates Service (or such other page as may replace
the NYMF page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks).
16
Determination of Treasury Rate. If an Interest Rate Basis
------------------------------
for this Note is the Treasury Rate, as specified above, the
Treasury Rate shall be determined on the applicable Interest
Determination Date (a "Treasury Rate Interest Determination
Date") as the rate applicable to the most recent auction of
direct obligations of the United States ("Treasury bills") having
the Index Maturity specified above, as such rate is published in
H.15(519) under the heading "Treasury Bills -- auction average
(investment)" or, if not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury bills having the Index Maturity specified above are not
reported as provided by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate hereon shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as
a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean
(rounded upwards to the next highest one hundred-thousandth of a
percentage point) of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Treasury
Rate Interest Determination Date of three leading primary United
States government securities dealers (which may include one or
more of the Agents or their respective affiliates) as selected by
the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity specified above;
provided, however, that if any of the dealers selected as
-------- -------
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Treasury Rate will be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date.
Any provision contained herein with respect to the
determination of an Interest Rate Basis, the specification of
Interest Rate Bases, calculation of the Interest Rate applicable
to this Note, its payment dates or any other matter relating
hereto may be modified as specified in an Addendum relating
hereto if so specified above.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, specified above.
The Calculation Agent shall calculate the interest rate hereon in
accordance with the foregoing on or before each Calculation Date.
The interest rate on this 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.
17
At the request of the Holder hereof, the Calculation Agent
shall provide to the Holder hereof the interest rate hereon then
in effect and, if determined, the interest rate which shall
become effective as of the next Interest Reset Date.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be adversely affected
thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series adversely
affected thereby. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of
such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Note.
If the box marked "Presumption Yes" following the term
"Conversion into U.S. Dollars" set forth above has been checked,
the Company or its agent will convert all payments of the
principal of, premium, if any, and interest on this Note to U.S.
dollars unless the Holder hereof elects to receive such payments
in the Specified Currency as described below. If the box marked
"Presumption No" following the term "Conversion into U.S.
Dollars" set forth above has been checked, the Holder of this
Note will receive all payments of the principal of, premium, if
any, and interest on this Note in the Specified Currency unless
the Holder of this Note elects to receive such payments in U.S.
dollars as described below.
Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency
other than U.S. dollars and such Specified Currency is not
available to the Company for making payments thereof due to the
imposition of exchange controls or other circumstances beyond the
control of the Company or is no longer used by the government of
the country issuing such currency or for the settlement of
transactions by public institutions within the international
banking community, then the Company will be entitled to satisfy
18
its obligations to the Holder of this Note by making such
payments in U.S. dollars on the basis of the Market Exchange Rate
on the date of such payment or, if the Market Exchange Rate is
not available on such date, as of the most recent practicable
date. Any payment made under such circumstances in U.S. dollars
where the required payment is in a Specified Currency other than
U.S. dollars will not constitute an Event of Default.
Except as otherwise provided herein, if either the box
marked "Presumption Yes" or the box marked "Presumption No" is
marked above, the Holder hereof may subsequent to the issuance
hereof request that future payments of principal hereof, and
premium, if any, and interest hereon, be converted, or not be
converted, as the case may be, to U.S. dollars by transmitting a
written request for such payments to the Trustee at its Corporate
Trust Office in The City of New York on or prior to the Regular
Record Date or not less than 15 days prior to Maturity. Such
request shall include appropriate payment instructions and shall
be in writing (mailed or hand delivered) or by facsimile
transmission. The Holder of this Note may elect to receive all
future payments of principal, premium, if any, and interest in
either the Specified Currency set forth above or in U.S. dollars,
as specified in the written request, and need not file a separate
election for such payment. Such election will remain in effect
until revoked by written notice to the Trustee, but written
notice of any such revocation must be received by the Trustee on
or prior to the Regular Record Date or not less than 15 days
prior to Maturity. If the Holder hereof has not made the
election described above, payment in respect of this Note shall
be made in U.S. dollars based upon the Market Exchange Rate as
described above.
If the box marked "No" following the term "Conversion into
U.S. Dollars" set forth above has been checked, the Holder hereof
will receive all payments of the principal of, and premium, if
any, and interest on this Note only in the Specified Currency
subject to the provisions set forth below, and the Holder hereof
may not subsequent to the issuance hereof request that future
payments of principal hereof, and premium, if any, and interest
hereon, be converted to U.S. dollars.
If payment in respect of this Note is required to be made in
European Currency Units ("ECU") and ECUs are not available to the
Company for making payments thereof on this Note due to the
imposition of exchange controls or other circumstances beyond the
Company's control or are no longer used in the European Monetary
System, then all payments in respect of this Note shall be made
in U.S. dollars until ECUs are again available or so used. The
amount of each payment in U.S. dollars shall be computed on the
basis of the equivalent of the ECU in U.S. dollars, determined as
19
described below, as of the second Business Day prior to the date
on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date
shall be determined by the Company or its agent on the following
basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts that were components
of the ECU as of the last date on which the ECU was used in the
European Monetary System. The equivalent of the ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of
each of the Components shall be determined by the Company or such
agent on the basis of the most recently available Market Exchange
Rates for such Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency
as a Component shall be divided or multiplied in the same
proportion. If two or more Components are consolidated into a
single currency, the amounts of those currencies as Components
shall be replaced by an amount in such single currency equal to
the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any Component is divided
into two or more currencies, the amount of the original component
currency shall be replaced by the amounts of such two or more
currencies, each of which shall be equal to the amount of the
original component currency separated into the number of
currencies into which such original currency was divided.
All determinations referred to above made by the Company or
its agent shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and
binding on Holders of Notes.
In order for the Holder of this Note (who, either by the
terms of this Note or pursuant to an election of the Holder
hereof, shall have the right to receive wire transfer payments)
to receive payments of interest, premium, if any, and principal
in the Specified Currency by wire transfer, the Holder of this
Note must designate an appropriate account with a bank located in
the country of the Specified Currency shown above that has
appropriate facilities therefor. Such designation shall be made
by filing the appropriate information with the Trustee at its
Corporate Trust Office in The City of New York on or prior to the
Regular Record Date or not less than 15 days prior to Maturity.
The Trustee will, subject to applicable laws and regulations and
until it receives notice to the contrary, make such payment and
all succeeding payments to the Holder of this Note by wire
transfer to the designated account, provided that the bank has
the appropriate facilities therefor. If a payment cannot be made
by wire transfer because the required information has not been
received by the Trustee on or before the requisite date, payment
20
will be made by check in U.S. dollars mailed to the Holder of
this Note at such address as shall appear in the Security
Register.
The Holder of this Note shall pay any administrative costs
imposed by banks in connection with making payments by wire
transfer, as well as any tax, assessment or governmental charge
imposed upon payments hereon.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the time,
place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or by
its attorney duly authorized in writing, and thereupon one or
more new Notes of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of 100,000 units of the Specified
Currency and integral multiples of 1,000 units of the Specified
Currency in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
21
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
As used herein:
the term "Business Day" means any day that is not a
Saturday or Sunday, and that is not a day on which banking
institutions are generally authorized or obligated by law to
close in The City of New York or the city which is the
Principal Financial Center of the country of the Specified
Currency and, if the Specified Currency is ECU, that is not
a day designated as an ECU Non-Settlement Day by the ECU
Banking Association in Paris or otherwise generally regarded
in the ECU interbank market as a day on which payments in
ECUs shall not be made;
the term "Market Exchange Rate" means the noon U.S.
dollar buying rate in The City of New York for cable
transfers as certified for customs purposes by the Federal
Reserve Bank of New York; provided, however, in the case of
-------- -------
ECUs, the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or
any successor thereto) as published in the Official Journal
of the European Communities, or any successor publication;
and
the term "Principal Financial Center" shall be the city
indicated as follows:
Principal Financial
Specified Currency Center
------------------ -------------------
U.S. dollars New York City
Australian dollars Sydney
Canadian dollars Toronto
European Currency Units Brussels
French francs Paris
Deutsche marks Frankfurt
Italian lire Milan
Dutch guilders Amsterdam
New Zealand dollars Wellington
Swiss francs Geneva
British Pound Sterling London
Japanese Yen Tokyo
With respect to all other foreign currencies, the "Principal
Financial Center" shall be the capital city of the country
of such Specified Currency.
22
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
[FACSIMILE OF SEAL] COLGATE-PALMOLIVE COMPANY
By:
---------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
The Bank of New York,
as Trustee
By: Dated:
--------------------------- ----------------
Authorized Signatory
23
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
-----------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown on the face of this Note, this Note
with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of 1,000 units of the Specified Currency, provided that any
remaining principal hereof shall be at least 100,000 units of the
Specified Currency, unless the Specified Currency is U.S.
dollars, in which case any remaining principal hereof shall be at
least $1,000) which the Holder elects to have repaid and specify
the denomination or denominations (which shall be at least
100,000 units of the Specified Currency or an integral multiple
of 1,000 units of the Specified Currency in excess thereof,
unless the Specified Currency is U.S. dollars, in which case the
denomination or denominations shall be $1,000 or an integral
multiple thereof) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
$
--------------------------- ------------------------------
NOTICE: The signature on this
Date Option to Elect Repayment must
---------------------- correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatever.
24
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
-----------------------------
------------------------------------------------------------------
------------------------------------------------------------------
(Please print or typewrite name and address including postal zip
code of assignee)
------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note
---------------------------------
on the books of the Company with full power of substitution in
the premises.
Dated:
---------- -------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon the
face of the within instrument in every particular, without
alteration or enlargement or any change whatsoever.
25
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
26
ADDENDUM TO
COLGATE-PALMOLIVE COMPANY
MULTI-CURRENCY FLOATING RATE MEDIUM-TERM NOTE NO. MCFLR___
The Interest Rate Basis with respect to this Note shall be
the Japanese yen London interbank offered rate ("Yen LIBOR"),
with Yen LIBOR to be determined as follows:
(i) On the second London Business Day (as defined below)
prior to each Interest Reset Date (each, an "Interest
Determination Date"), Yen LIBOR will be determined on the basis
of the offered rate for deposits in Japanese yen for a period of
six months commencing on the related Interest Reset Date which
appears on the Telerate Page 3750 (as defined below), as of 11:00
A.M., London time, on such Interest Determination Date as
determined by the Calculation Agent. If no offered rate appears
with respect to Yen LIBOR, then Yen LIBOR will be determined as
if the parties had specified the rate described in clause (ii)
below. "London Business Day" means any day on which commercial
banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in London. "Telerate
Page 3750" means the displays designated as Page 3750 on the Dow
Jones Telerate Service (or such other page as may replace Page
3750 on that service for the purpose of displaying the Japanese
yen London interbank offered rates of major banks).
(ii) With respect to an Interest Determination Date on which
no offered rate appears on the Telerate Page 3750 as specified in
clause (i) above, the Calculation Agent will request the
principal London offices of each of four major banks in the
London interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in Japanese yen for the period of six months commencing
on the related Interest Reset Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on
such Interest Determination Date and in a principal amount that
is representative for a single transaction in such market at such
time. If at least two such quotations are provided, Yen LIBOR
determined on such Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M.,
Tokyo time, on such Interest Reset Date by major banks in Tokyo,
Japan selected by the Calculation Agent for loans in Japanese yen
to leading European banks, for a period of six months commencing
on such Interest Reset Date and in a principal amount that is
representative for a single transaction in such market at such
time; provided, however, that if the banks so selected by the
-------- -------
Calculation Agent are not quoting as mentioned in this sentence,
Yen LIBOR determined on such Interest Determination Date will be
Yen LIBOR in effect on such Interest Determination Date.
1 of 2
Provisions in this Note relating to the Interest Rate Basis
"LIBOR" shall not be applicable to the Interest Rate Basis "Yen
LIBOR".
For purposes of this Note, "Business Day" means any day
other than a Saturday or a Sunday or any other day on which banks
in The City of New York are generally authorized or obligated by
law or executive order to close and which is also a London
Business Day as defined in this Addendum.
2 of 2
MULTI-CURRENCY FIXED RATE MEDIUM-TERM NOTE
REGISTERED PRINCIPAL AMOUNT
No. MCFX $
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES B
(Multi-Currency Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATE:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT DATE(S):
SPECIFIED CURRENCY:
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/360 FOR THE PERIOD FROM TO .
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
CONVERSION INTO U.S. DOLLARS:
[ ] PRESUMPTION YES
[ ] PRESUMPTION NO
[ ] NO
OTHER PROVISIONS:
COLGATE-PALMOLIVE COMPANY, a Delaware corporation ("Issuer"
or the "Company," which terms include any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to
, or registered assigns, the principal sum of
on the Stated Maturity Date specified above (except to the extent
redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for
payment. Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum
is specified above.
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date
next succeeding the Original Issue Date specified above, and on
the Stated Maturity Date or any Redemption Date or Optional
Repayment Date (as defined below) (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and
payable by declaration of acceleration pursuant to the Indenture
being referred to hereinafter as a "Maturity" with respect to
principal payable on such date); provided, however, that if the
-------- -------
Original Issue Date is between a Regular Record Date (as defined
below) and the next succeeding Interest Payment Date or on an
Interest Payment Date, interest payments will commence on the
second Interest Payment Date succeeding the Original Issue Date.
Except as provided above, interest payments will be made on the
Interest Payment Dates shown above. Unless otherwise specified
above, the "Regular Record Date" shall be the date 15 calendar
days (whether or not a Business Day) prior to the applicable
Interest Payment Date. Interest on this Note will accrue from and
including the most recent Interest Payment Date to which interest
has been paid or duly provided for or, if no interest has been
paid, from and including the Original Issue Date specified above,
to, but excluding such Interest Payment Date or Maturity, as the
case may be. If the Maturity or an Interest Payment Date falls on
a day which is not a Business Day as defined below, the payment
due on such Maturity or Interest Payment Date will be paid on the
next succeeding Business Day with the same force and effect as if
made on such Maturity or Interest Payment Date, as the case may
be, and no interest shall accrue with respect to such payment for
the period from and after such Maturity or Interest Payment Date.
The interest so payable
and punctually paid or duly provided for on any Interest Payment
Date will as provided in the Indenture be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such Interest Payment Date. Any such interest which is payable,
but not punctually paid or duly provided for on any Interest
Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular
Record Date, and may be paid to the Person in whose name this Note
(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 the Holder of this Note not less than 10 days
prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the
Indenture.
As more fully provided below, the principal of, and
premium, if any, and interest on this Note are payable by the
Company in the Specified Currency, subject to conversion into U.S.
dollars on behalf of the Holder hereof to the extent provided
below. Upon presentation and surrender of this Note at Maturity
at the Office or Agency of the Company maintained by the Company
for such purpose, payment of the principal, premium, if any, and
interest due at Maturity will be made in immediately available
funds, or if such payment is to be made in the Specified Currency
as provided below, by wire transfer to an account maintained by
the Holder hereof in the country of the Specified Currency shown
above (the "Holder's Overseas Account"), as designated by the
Holder of this Note by written notice to the Trustee not less than
15 days prior to Maturity. As more fully provided below, if
payment of interest on this Note is to be made in U.S. dollars,
payment of interest on any Interest Payment Date other than at
Maturity will be made at the Office or Agency of the Company
maintained by the Company for such purpose; provided, however,
-------- -------
that at the option of the Company, payment of interest may be made
by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or, if such
payment is to be made in the Specified Currency as provided below,
by wire transfer to the Holder's Overseas Account.
Notwithstanding the above, AT THE OPTION OF THE COMPANY, a Holder
of the equivalent of $5,000,000 or more (determined on the basis
of the Market Exchange Rate, as defined below, on the Business Day
immediately preceding the Original Issue Date) in aggregate
principal amount of Notes having the same Interest Payment Dates
may be entitled to receive payments of principal of, premium, if
any, and interest on such Note or Notes by wire transfer of
immediately available funds to such account of such bank as the
registered Holder hereof shall have designated if appropriate wire
transfer instructions have been received in writing by the Trustee
not less than 15 days prior to the applicable payment date; and
provided, further, that such bank has appropriate facilities
-------- -------
therefor. Notwithstanding the above, in any case where wire
transfer facilities for the making
3
of any payment shall not be reasonably available to the Trustee,
such payment shall be made by check and mailed to the Holder
hereof at such address as shall appear on the Security Register
maintained by the Trustee.
All payments on this Note on any Interest Payment Date or
Maturity will be made in the Specified Currency set forth above,
except as otherwise hereinafter provided.
Unless the certificate of authentication hereon has been
executed by or on behalf of The Bank of New York, the Trustee for
this Note under the Indenture, or its successor thereunder, by the
manual signature of one of its authorized signatories, this Note
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
This Note is one of a duly authorized series of securities
of the Company designated as its Medium-Term Notes, Series B (the
"Notes"). The Notes are issued and to be issued under an
Indenture dated as of November 15, 1992 (herein called the
"Indenture") between the Company and The Bank of New York, to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights thereunder
of the Company, the Trustee (as defined below) and the Holders of
the Notes and the terms upon which the Notes are to be
authenticated and delivered. The Bank of New York shall act as
Trustee with respect to the Notes (herein called the "Trustee",
which term includes any successor Trustee with respect to the
Notes, under the Indenture). The terms of individual Notes may
vary with respect to interest rates or interest rate formulas,
issue dates, maturity, redemption, repayment, currency of payment
and otherwise. The term "Securities," as used in this Note,
refers to all securities issued and issuable from time to time
under the Indenture and includes the Notes.
This Note is not subject to any sinking fund and, unless
otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to the
Stated Maturity Date.
If so provided above,this Note may be redeemed by the
Company on any date on and after the Initial Redemption Date, if
any, specified above. If no Initial Redemption Date is set forth
above, this Note may not be redeemed prior to the Stated Maturity
Date. On and after the Initial Redemption Date, if any, this Note
may be redeemed at any time in whole or from time to time in part
in increments of 1,000 units of the Specified Currency (provided
that any remaining principal hereof shall be at least 100,000
units of the Specified Currency, unless the Specified Currency is
U.S. dollars, in which case any remaining principal hereof shall
be at least $1,000) at the option of the Company at the applicable
Redemption Price (as defined below), together with accrued
interest hereon at the applicable rate payable to the date of
redemption (each such date, a "Redemption Date"), on
4
written notice given not more than 60 nor less than 30 days prior
to the Redemption Date. In the event of redemption of this Note
in part only, a new Note for the unredeemed portion hereof shall
be issued in the name of the Holder hereof upon the surrender
hereof.
Unless otherwise specified above, the "Redemption Price"
shall initially be the Initial Redemption Percentage, specified
above, of the principal amount of this Note to be redeemed and
shall decline at each anniversary of the Initial Redemption Date,
shown above, by the Annual Redemption Percentage Reduction, if
any, specified above hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal
amount.
This Note may be subject to repayment at the option of the
Holder on any Optional Repayment Date(s), if any, indicated above.
If no Optional Repayment Date(s) are set forth above, this Note
may not be so repaid at the option of the Holder hereof prior to
the Stated Maturity Date. On any Optional Repayment Date, this
Note shall be repayable in whole or in part in increments of 1,000
units of the Specified Currency (provided that any remaining
principal hereof shall be at least 100,000 units of the Specified
Currency, unless the Specified Currency is U.S. dollars, in which
case any remaining principal hereof shall be at least $1,000) at
the option of the Holder hereof at a repayment price equal to 100%
of the principal amount to be repaid, together with interest
thereon payable to the relevant Optional Repayment Date. For this
Note to be repaid in whole or in part at the option of the Holder
hereof, this Note must be received, with the form entitled "Option
to Elect Repayment" below duly completed, by the Trustee at its
Corporate Trust Office, or such address which the Company shall
from time to time notify the Holders of the Notes, not more than
60 nor less than 30 days prior to the related Optional Repayment
Date. Exercise of such repayment option by the Holder hereof
shall be irrevocable. In the event of repayment of this Note in
part only, a new Note for the unrepaid portion hereof shall be
issued in the name of the Holder hereof upon the surrender hereof.
Interest payments for this Note shall be computed and paid
on the basis of a 360-day year of twelve 30-day months if the Day
Count Convention specified above is "30/360" for the period
specified thereunder, on the basis of the actual number of days in
the related month and a 360-day year if the Day Count Convention
specified above is "Actual/360" for the period specified
thereunder or on the basis of the actual number of days in the
related year and month if the Day Count Convention specified above
is "Actual/Actual" for the period specified thereunder.
Any provision contained herein with respect to the
calculation of the rate of interest applicable to this Note, its
payment dates or any other matter relating hereto may be modified
5
as specified in an Addendum relating hereto if so specified above.
If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of
the Securities of each series to be adversely affected thereby at
any time by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series adversely affected thereby.
The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of
the Holders of all the Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made
upon this Note.
If the box marked "Presumption Yes" following the term
"Conversion into U.S. Dollars" set forth above has been checked,
the Company or its agent will convert all payments of the
principal of, premium, if any, and interest on this Note to U.S.
dollars unless the Holder hereof elects to receive such payments
in the Specified Currency as described below. If the box marked
"Presumption No" following the term "Conversion into U.S. Dollars"
set forth above has been checked, the Holder of this Note will
receive all payments of the principal of, premium, if any, and
interest on this Note in the Specified Currency unless the Holder
of this Note elects to receive such payments in U.S. dollars as
described below.
Except as set forth below, if the principal of, or interest
on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the
Company for making payments thereof due to the imposition of
exchange controls or other circumstances beyond the control of the
Company or is no longer used by the government of the country
issuing such currency or for the settlement of transactions by
public institutions within the international banking community,
then the Company will be entitled to satisfy its obligations to
the Holder of this Note by making such payments in U.S. dollars on
the basis of the Market Exchange Rate on the date of such payment
or, if the Market Exchange Rate is not available on such date, as
of the most recent practicable date. Any payment made
6
under such circumstances in U.S. dollars where the required
payment is in a Specified Currency other than U.S. dollars will
not constitute an Event of Default.
Except as otherwise provided herein, if either the box
marked "Presumption Yes" or the box marked "Presumption No" is
marked above, the Holder hereof may subsequent to the issuance
hereof request that future payments of principal hereof, and
premium, if any, and interest hereon, be converted, or not be
converted, as the case may be, to U.S. dollars by transmitting a
written request for such payments to the Trustee at its Corporate
Trust Office in The City of New York on or prior to the Regular
Record Date or not less than 15 days prior to Maturity. Such
request shall include appropriate payment instructions and shall
be in writing (mailed or hand delivered) or by facsimile
transmission. The Holder of this Note may elect to receive all
future payments of principal, premium, if any, and interest in
either the Specified Currency set forth above or in U.S. dollars,
as specified in the written request, and need not file a separate
election for such payment. Such election will remain in effect
until revoked by written notice to the Trustee, but written notice
of any such revocation must be received by the Trustee on or prior
to the Regular Record Date or not less than 15 days prior to
Maturity. If the Holder hereof has not made the election
described above, payment in respect of this Note shall be made in
U.S. dollars based upon the Market Exchange Rate as described
above.
If the box marked "No" following the term "Conversion into
U.S. Dollars" set forth above has been checked, the Holder hereof
will receive all payments of the principal of, and premium, if
any, and interest on this Note only in the Specified Currency
subject to the provisions set forth below, and the Holder hereof
may not subsequent to the issuance hereof request that future
payments of principal hereof, and premium, if any, and interest
hereon, be converted to U.S. dollars.
If payment in respect of this Note is required to be made
in European Currency Units ("ECU") and ECUs are not available to
the Company for making payments thereof on this Note due to the
imposition of exchange controls or other circumstances beyond the
Company's control or are no longer used in the European Monetary
System, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used. The
amount of each payment in U.S. dollars shall be computed on the
basis of the equivalent of the ECU in U.S. dollars, determined as
described below, as of the second Business Day prior to the date
on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date
shall be determined by the Company or its agent on the following
basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts that were components
of the ECU as of the last date on which the ECU was used in the
7
European Monetary System. The equivalent of the ECU in U.S.
dollars shall be calculated by aggregating the U.S. dollar
equivalents of the Components. The U.S. dollar equivalent of each
of the Components shall be determined by the Company or such agent
on the basis of the most recently available Market Exchange Rates
for such Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency
as a Component shall be divided or multiplied in the same
proportion. If two or more Components are consolidated into a
single currency, the amounts of those currencies as Components
shall be replaced by an amount in such single currency equal to
the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any Component is divided
into two or more currencies, the amount of the original component
currency shall be replaced by the amounts of such two or more
currencies, each of which shall be equal to the amount of the
original component currency separated into the number of
currencies into which such original currency was divided.
All determinations referred to above made by the Company or
its agent shall be at its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and
binding on Holders of Notes.
In order for the Holder of this Note (who, either by the
terms of this Note or pursuant to an election of the Holder
hereof, shall have the right to receive wire transfer payments) to
receive payments of interest, premium, if any, and principal in
the Specified Currency by wire transfer, the Holder of this Note
must designate an appropriate account with a bank located in the
country of the Specified Currency shown above that has appropriate
facilities therefor. Such designation shall be made by filing the
appropriate information with the Trustee at its Corporate Trust
Office in The City of New York on or prior to the Regular Record
Date or not less than 15 days prior to Maturity. The Trustee
will, subject to applicable laws and regulations and until it
receives notice to the contrary, make such payment and all
succeeding payments to the Holder of this Note by wire transfer to
the designated account, provided that the bank has the appropriate
facilities therefor. If a payment cannot be made by wire transfer
because the required information has not been received by the
Trustee on or before the requisite date, payment will be made by
check in U.S. dollars mailed to the Holder of this Note at such
address as shall appear in the Security Register.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place and
rate, and in the coin or currency, herein prescribed.
8
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender
of this Note for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by its attorney
duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without
coupons in denominations of 100,000 units of the Specified
Currency and integral multiples of 1,000 units of the Specified
Currency in excess thereof, unless the Specified Currency is U.S.
dollars, in which case the Notes will be issuable in registered
form without coupons in denominations of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable
for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
As used herein:
the term "Business Day" means any day that is not a
Saturday or Sunday, and that is not a day on which banking
institutions are generally authorized or obligated by law
to close in The City of New York or, if the Specified
Currency is not ECU, in the city which is the Principal
Financial Center of the country of the Specified Currency
and, if the Specified Currency is ECU, that is not a day
designated as an ECU Non-Settlement Day by the ECU Banking
Association in Paris or otherwise generally regarded in the
ECU interbank
9
market as a day on which payments in ECUs shall not be
made;
the term "Market Exchange Rate" means the noon U.S.
dollar buying rate in The City of New York for cable
transfers as certified for customs purposes by the Federal
Reserve Bank of New York; provided, however, in the case of
ECUs, the Market Exchange Rate shall be the rate of
exchange determined by the Commission of the European
Communities (or any successor thereto) as published in the
Official Journal of the European Communities, or any
successor publication; and
the term "Principal Financial Center" shall be the city
indicated as follows:
Principal Financial
Specified Currency Center
------------------ -------------------
U.S. dollars New York City
Australian dollars Sydney
Canadian dollars Toronto
European Currency Units Brussels
French francs Paris
Deutsche marks Frankfurt
Italian lire Milan
Dutch guilders Amsterdam
New Zealand dollars Wellington
Swiss francs Geneva
British Pound Sterling London
Japanese Yen Tokyo
With respect to all other foreign currencies, the
"Principal Financial Center" shall be the capital city of
the country of such Specified Currency.
10
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.
COLGATE-PALMOLIVE COMPANY
[FACSIMILE OF SEAL]
By:
---------------------------
Name:
Title:
Attest:
By:
---------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
The Bank of New York,
as Trustee
By: Dated:
------------------------ --------------
Authorized Signatory
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Note (or portion hereof
specified below) pursuant to its terms at a price equal to the
principal amount hereof together with interest to the repayment
date, to the undersigned, at
-----------------------------------
----------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which
the Company shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to an Optional
Repayment Date, if any, shown on the face of this Note, this Note
with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to
be repaid, specify the portion hereof (which shall be increments
of 1,000 units of the Specified Currency, provided that any
remaining principal hereof shall be at least 100,000 units of the
Specified Currency, unless the Specified Currency is U.S. dollars,
in which case any remaining principal hereof shall be at least
$1,000) which the Holder elects to have repaid and specify the
denomination or denominations (which shall be at least 100,000
units of the Specified Currency or an integral multiple of 1,000
units of the Specified Currency in excess thereof, unless the
Specified Currency is U.S. dollars, in which case the denomination
or denominations shall be $1,000 or an integral multiple thereof)
of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid).
---------------------------- ------------------------------
NOTICE: The signature on this
Date: Option to Elect Repayment
---------------------- must correspond with the name
as written upon the face of
this Note in every
particular, without
alteration or enlargement or
any change whatever.
12
ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder
hereby sell(s), assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)
-----------------------------
-------------------------------------------------------------------
-----------------------------------------------------------------
(Please print or typewrite name and address including postal zip
code of assignee)
------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
------------------------------------
attorney to transfer said Note
---------------------------------
on the books of the Company with full power of substitution in the
premises.
Dated:
---------- -------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written upon
the face of the within instrument in every particular,
without alteration or enlargement or any change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--................Custodian..........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
14