Form 8-K
8-K — KEYCORP /NEW/
Accession: 0001193125-26-265823
Filed: 2026-06-10
Period: 2026-06-10
CIK: 0000091576
SIC: 6021 (NATIONAL COMMERCIAL BANKS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d150964d8k.htm (Primary)
EX-1.1 (d150964dex11.htm)
EX-4.1 (d150964dex41.htm)
EX-4.2 (d150964dex42.htm)
EX-4.3 (d150964dex43.htm)
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8-K
8-K (Primary)
Filename: d150964d8k.htm · Sequence: 1
8-K
KEYCORP /NEW/ Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E) false 0000091576 0000091576 2026-06-10 2026-06-10 0000091576 key:CommonShares1ParValueMember 2026-06-10 2026-06-10 0000091576 key:DepositarySharesEachRepresentingA140thInterestInAShareOfFixedToFloatingRatePerpetualNonCumulativePreferredStockSeriesEMember 2026-06-10 2026-06-10 0000091576 key:DepositarySharesEachRepresentingA140thInterestInAShareOfFixedRatePerpetualNonCumulativePreferredStockSeriesFMember 2026-06-10 2026-06-10 0000091576 us-gaap:SeriesGPreferredStockMember 2026-06-10 2026-06-10 0000091576 us-gaap:SeriesHPreferredStockMember 2026-06-10 2026-06-10
UNITED STATES
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): June 10, 2026
KEYCORP
(Exact name of registrant as specified in charter)
001-11302
(Commission
File Number)
Ohio
34-6542451
(State or other jurisdiction
of incorporation)
(I.R.S. Employer
Identification No.)
127 Public Square
Cleveland, Ohio 44114-1306
(Address of principal executive offices and zip code)
(216) 689-6300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Shares, $1 par value
KEY
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)
KEY PrI
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)
KEY PrJ
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)
KEY PrK
New York Stock Exchange
Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series H)
KEY PrL
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events.
On June 10, 2026, KeyCorp (the “Company”) updated its Medium-Term Note Program, under which the Company may issue from time to time Senior Medium-Term Notes, Series U (the “Series U Notes”), and Subordinated Medium-Term Notes, Series V (the “Series V Notes,” and together with the Series U Notes, the “Notes”). The Series U Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental Indenture dated as of November 13, 2013, and a Third Supplemental Indenture dated as of May 23, 2022 (as so amended, the “Senior Indenture”) between the Company and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company) (“Deutsche Bank”), as Senior Note Trustee, and the Officers’ Certificate and Company Order dated as of June 10, 2026, pursuant to Sections 201, 301 and 303 of the Senior Indenture. The Series V Notes will be issued pursuant to the Indenture dated as of June 10, 1994, as amended by a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental Indenture dated as of November 13, 2013, and a Third Supplemental Indenture dated as of June 16, 2023 (as so amended, the “Subordinated Indenture”) between the Company and Deutsche Bank, as Subordinated Note Trustee, and the Officers’ Certificate and Company Order dated June 10, 2026, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3, File No. 333-296536, filed on June 5, 2026.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
1.1
Distribution Agreement dated June 10, 2026 between the Company and the Agents named therein.
4.1
Officers’ Certificate and Company Order dated June 10, 2026, pursuant to Sections 201, 301 and 303 of the Senior Note Indenture (excluding exhibits thereto).
4.2
Officers’ Certificate and Company Order dated June 10, 2026, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture (excluding exhibits thereto).
4.3
Specimen of Notes:
(a) Series U Fixed Rate Note;
(b) Series U Floating Rate Note;
(c) Series U Fixed Rate Reset Note;
(d) Series U Fixed Rate/Floating Rate Note;
(e) Series U Master Global Note;
(f) Series V Fixed Rate Note;
(g) Series V Floating Rate Note;
(h) Series V Fixed Rate Reset Note;
(i) Series V Fixed Rate/Floating Rate Note; and
(j) Series V Master Global Note.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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 hereunto duly authorized.
KEYCORP
Date: June 10, 2026
/s/ Andrea R. McCarthy
By: Andrea R. McCarthy
Assistant Secretary
EX-1.1
EX-1.1
Filename: d150964dex11.htm · Sequence: 2
EX-1.1
Exhibit 1.1
KeyCorp
Senior Medium-Term Notes,
Series U
Subordinated Medium-Term Notes, Series V
Due Nine Months or More From Date of Issue
DISTRIBUTION AGREEMENT
June 10, 2026
GOLDMAN SACHS & CO.
LLC
200 West Street
New York, New York 10282
AND EACH OF THE OTHER AGENTS LISTED
ON SCHEDULE I HERETO
Ladies and Gentlemen:
KeyCorp, an Ohio
corporation (the “Company”), confirms its agreement with each of you with respect to the issue and sale from time to time by the Company of its Senior Medium-Term Notes, Series U and Subordinated Medium-Term Notes, Series V Due
Nine Months or More From Date of Issue pursuant to the registration statement referred to below, upon notice to each of you (individually, an “Agent,” and collectively, the “Agents,” which term shall include any
additional agents appointed pursuant to Section 15 hereof) and the Trustees (defined below) as set forth in this Agreement. The Notes may be issued as senior indebtedness (the “Senior Notes”) or as subordinated indebtedness
(the “Subordinated Notes” and, together with the Senior Notes, the “Notes”) of the Company. The Senior Notes will be issued under an indenture, dated as of June 10, 1994 (as the same may be supplemented or
amended from time to time, the “Senior Indenture”), between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as Trustee (the “Senior Trustee”), and the Subordinated
Notes will be issued under an indenture, dated as of June 10, 1994 (as the same may be supplemented or amended from time to time, the “Subordinated Indenture”), between the Company and Deutsche Bank Trust Company Americas, as
successor to Bankers Trust Company, as Trustee (the “Subordinated Trustee”). The Senior Indenture and Subordinated Indenture are herein sometimes collectively referred to individually as an “Indenture” and
collectively as “Indentures” and the Senior Trustee and Subordinated Trustee are herein sometimes collectively referred to individually as a “Trustee” and collectively as the “Trustees.”
Wherever the terms “Indenture” and “Trustee” are used with respect to a specific issuance of Notes they shall mean the Senior Indenture and Senior Trustee, in the case of an issuance of unsecured and unsubordinated Notes, and
the Subordinated Indenture and Subordinated Trustee, in the case of an issuance of unsecured and subordinated Notes. The Notes shall have the maturities, interest rates, redemption provisions, if any, and other terms set forth in the supplement to
the Basic Prospectus referred to below. The Notes will be issued, and the terms and rights thereof established, from time to time by the Company in accordance with the Indenture. This Distribution Agreement (this “Agreement”)
replaces and supersedes the Distribution Agreement, dated as of June 16, 2023, between the Company and the Agents (as such term is defined therein).
On the basis of the representations and warranties herein contained, but subject to the terms and conditions stated herein and to the
reservation by the Company of the right to sell Notes directly to investors (other than broker-dealers, except as provided in Section 2(a)) on its own behalf, the Company hereby (i) appoints the Agents as the agents of the Company for the
purpose of soliciting and receiving offers to purchase Notes from the Company by others pursuant to Section 2(a) hereof and (ii) agrees that, except as otherwise contemplated herein, whenever it determines to sell Notes directly to any
Agent, as principal, it will enter into a terms agreement (which shall be substantially in the form of Exhibit A hereto and which may take the form of an oral agreement confirmed in writing or any exchange of any standard form of written
telecommunication between you and the Company) or other separate agreement to which you and the Company shall otherwise agree, relating to such sale in accordance with the provisions of Section 2(b) hereof (any such terms agreement or other
separate agreement to which you and the Company shall otherwise agree shall hereinafter be referred to as a “Terms Agreement”).
The Company has prepared and filed a registration statement on Form S-3ASR (No. 333-296536), including a prospectus, relating to the Notes, with the Securities and Exchange Commission (the “Commission”) in accordance with
the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”). The Company also has filed with, or proposes to file with, the Commission
pursuant to Rule 424 under the Securities Act supplements to the Basic Prospectus included in the Registration Statement that will describe certain terms of the Notes. The Registration Statement, including the exhibits thereto, as amended to the
Commencement Date (as hereinafter defined) is herein referred to as the “Registration Statement” and the prospectus in the form in which it appears in the Registration Statement is herein referred to as the “Basic
Prospectus.” The Basic Prospectus as supplemented by the prospectus supplement or supplements (each, a “Prospectus Supplement”) specifically relating to the Notes, including a Pricing Supplement (as defined below), in
the form filed with, or transmitted for filing to, the Commission pursuant to Rule 424 under the Securities Act is hereinafter referred to as the “Prospectus” (including any information included in such Prospectus that was omitted
from the Registration Statement at the time it became effective but that is deemed to be part of and included in the Registration Statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”)). Any
reference in this Agreement to the Registration Statement, the Basic Prospectus, any preliminary form of Prospectus (a “preliminary prospectus”) or any Prospectus Supplement previously filed with the Commission or the Prospectus
shall be deemed to refer to and include the documents, if any, incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act which were filed under the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) on or before the date of this Agreement or the date of the Registration Statement, the Basic Prospectus, the
preliminary prospectus, or the Prospectus, as the case may be; and any reference to “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any preliminary prospectus
or the Prospectus, including any supplement to the Prospectus that sets forth only the terms of a particular issue of the Notes (a “Pricing Supplement”), shall be deemed to refer to and include any documents filed under the
Exchange Act after the date of this Agreement, or the date of the Registration Statement, the Basic Prospectus, any preliminary prospectus, Prospectus Supplement or the Prospectus, as the case may be, which are deemed to be incorporated by reference
therein.
1. Representations. The Company represents and warrants to, and agrees with, each Agent as of the Commencement Date (as
hereinafter defined), as of each date on which you solicit offers to purchase Notes, as of each date on which the Company accepts an offer to purchase Notes (including any purchase by an Agent as principal pursuant to a Terms Agreement or
otherwise), as of each date the Company issues and sells Notes and as of each date the Registration Statement or the Basic Prospectus is amended or supplemented, as follows (it being understood that such representations and warranties shall be
deemed to relate to the Registration Statement, the Basic Prospectus, any preliminary prospectus, any Prospectus Supplement and the Prospectus, each as amended or supplemented to each such date):
(a) (1) The Registration Statement became effective when filed with the Commission; no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission; (2) the Company meets the requirements for use of an automatically effective shelf
registration statement on Form S-3 under the Securities Act and has not been notified by the Commission of any objection to the use of the automatic shelf registration statement on Form S-3; and (3) other than any preliminary prospectus, the Prospectus, and any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities
Act, the Company (including its agents and representatives, other than Agents in their capacity as underwriters of Notes) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer
to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy any Notes (each such communication by the Company or its agents and representatives
being referred to herein as an “Issuer Free Writing Prospectus”) other than, in respect of any particular issue of Notes, (i) a term sheet agreed between the Company and the relevant Agents containing solely a description of
the offered Notes (a “Term Sheet”) and (ii) any written communication approved in writing in advance by the relevant Agents (each such document being referred to in clauses (i) and (ii) herein as a “Specified
Issuer Free Writing Prospectus”).
(b) (1) (i) At the respective times the Registration Statement and each amendment thereto
became effective, including at each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) under the Securities Act and at the Time of Delivery (as defined below), the Registration Statement complied and will comply in all
material respects with the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”); (ii) the Basic
Prospectus and the Prospectus when filed with the Commission complied and will comply in all material respects with the Securities Act and the Trust Indenture Act; and (iii) each Prospectus Supplement and Specified Issuer Free Writing
Prospectus, if any, complied and will comply in all material respects with the Securities Act and has been filed or will be filed in accordance with the Securities Act (to the extent required thereby); and (2) (i) at the respective times the
Registration Statement and each amendment thereto became effective, including at each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) under the Securities Act, and at the Commencement Date, the Registration Statement did
not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) as of any date on which the Company accepts an offer
to purchase Notes (the “Initial Sale Time”) and as of the time and date set forth in the Terms Agreement relating to an issue of Notes or, when not otherwise agreed to between the Company and the applicable Agents, the time and
date when an Agent first conveys to purchasers the pricing terms of an issue of Notes set forth in the applicable Specified Issuer Free Writing Prospectus (the “Applicable Time”), the Basic Prospectus, the Prospectus Supplements
and the applicable Specified Issuer Free Writing Prospectus(es), if any, all considered together (collectively, the “General Disclosure Package”) did not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) as of its date and at the Time of Delivery, the Prospectus did not and will not contain an
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the Registration Statement, the General Disclosure Package or the Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Agent specifically for use in connection with the preparation of the Registration Statement, the General Disclosure Package and the Prospectus.
(c) The documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, when they became
effective or were filed with the Commission, as the case may be, complied, or will comply, as the case may be, in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of
the Commission thereunder (including, but not limited to, applicable rules and regulations relating to eXtensible Business Reporting Language), and none of such documents, when read together with the other information in the General Disclosure
Package, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference
in the Registration Statement, the General Disclosure Package and the Prospectus, or any amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading.
(d) (i) At the time of filing the Registration
Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to
Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the
Notes in reliance on the exemption in Rule 163 under the Securities Act, and (iv) at the Initial Sale Time, the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.
The Company agrees to pay any fees required by the Commission relating to the Notes within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r)
under the Securities Act.
(e) (i) At the earliest time after the filing of the Registration Statement that the Company
or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Notes and (ii) as of the Initial Sale Time, the Company was not and is not an Ineligible Issuer (as defined in Rule
405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.
(f) Each Specified Issuer Free Writing Prospectus and the Term Sheet does not include any information that conflicts with the information
contained in the Registration Statement, including any document incorporated therein by reference and any prospectus or prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply
to statements in or omissions from any Specified Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by any Agent specifically for use therein.
(g) The financial statements and the supporting schedules included or incorporated by reference in the Registration Statement, the General
Disclosure Package and the Prospectus present fairly the financial position of the Company and its subsidiaries on a consolidated basis, as at the dates indicated in such financial statements, and the respective results of operations for the periods
specified in such financial statements, in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods involved. The interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in
accordance with the Commission’s rules and guidelines applicable thereto.
(h) (i) The Company has been duly organized and is
validly existing as a corporation in good standing under the laws of the State of Ohio, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the General Disclosure
Package and the Prospectus, and is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and the rules and regulations thereunder, and has been duly qualified as a foreign corporation for the transaction
of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing,
considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries; (ii) KeyBank National Association
(“KeyBank”), the Company’s national bank subsidiary, is duly organized and in good standing and is a validly existing national banking association under the laws of the United States, continues to hold a valid certificate to
do business as such and has full power and authority to conduct its business as such; each of the Company’s other significant subsidiaries, as defined in Regulation S-X (the “Significant
Subsidiaries”), is duly organized and in good standing and is validly existing under the laws of the jurisdiction of its organization with requisite power and authority under such laws to conduct its business; and (iii) all of the
outstanding shares of capital stock of each such subsidiary have been duly authorized and validly issued, are fully paid and nonassessable (except, with respect to any subsidiary that is a national bank, as provided by Section 55 of Title 12 of
the United States Code).
(i) Each of this Agreement and any applicable Terms Agreement has been or will be duly authorized, executed and
delivered by the Company.
(j) The Notes have been or will be duly authorized and established in conformity with the provisions of the
relevant Indenture and any applicable Terms Agreement, and, when issued and delivered in accordance with the Indenture and delivered to and paid for by the purchasers thereof in accordance with this Agreement and any applicable Terms Agreement, will
have been duly executed, issued and delivered by the Company and will constitute valid and binding obligations of the Company, enforceable in accordance with their terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles and will be entitled to the benefits provided by the Indentures; the Indentures have been duly authorized, executed and delivered
by the Company and qualified under the Trust Indenture Act and constitute valid and binding instruments, enforceable in accordance with their terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of
general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indentures conform, and the Notes of any particular issuance of Notes will conform in all material respects, to the summary descriptions
thereof in the Registration Statement, the General Disclosure Package and the Prospectus, as amended or supplemented to relate to such issuance of Notes.
(k) Neither the Company nor any of its Significant Subsidiaries is in violation of its
organizational documents. The execution and delivery by the Company of this Agreement, the Notes, the Indentures and any applicable Terms Agreement, the issue and sale of the Notes and the performance by the Company of all of its obligations under
this Agreement, the Notes, the Indentures and any Terms Agreement, does not require any consent, approval, authorization or order of any court or governmental agency, that has not been obtained or as may be required under state blue sky laws, and
the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any of its subsidiaries pursuant to any contract, indenture, mortgage, deed of trust, loan agreement, notes, lease or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries is subject or bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action contravene or result in any violation of the provisions of the Third Amended
and Restated Articles of Incorporation of the Company, as amended, or Fourth Amended and Restated Regulations of the Company, as amended (collectively, the “Organizational Documents”) or any applicable statute, rule, or regulation
or to the best of its knowledge, any order of any court or governmental agency or body having jurisdiction over the Company, its subsidiaries or any of their respective properties.
(l) To the knowledge of the Company and except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus,
there is no threatened action, suit or proceeding that could reasonably be expected to result in any material adverse change in the condition (financial or other), business or results of operations of the Company and its subsidiaries taken as a
whole, or could reasonably be expected to materially and adversely affect the properties or assets thereof (in any such case, a “Material Adverse Effect”).
(m) Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the
Prospectus, there has not been a Material Adverse Effect, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus.
(n) The Company is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described
in the General Disclosure Package and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended.
(o) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate
of, or other person “associated with” (within the meaning of the Bribery Act (as defined below)), the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by
such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) (including, without limitation, making use of the mails or any means or instrumentality of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money or other property, or a gift, promise to give or authorization of the giving of anything of value, to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA) or the U.K. Bribery Act of 2010, as amended, and the rules and
regulations thereunder (the “Bribery Act”); and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and the Bribery Act and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(p) (A) To the knowledge of the Company, the operations of the Company and its subsidiaries are currently in compliance with applicable
financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable
governmental agency (collectively, the “Money Laundering Laws”); and (B) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its
subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(q) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company,
any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the
U.S. Department of Commerce, or the U.S. Department of State (collectively, “Sanctions”), nor located, organized or resident in a country or territory that is the subject of Sanctions (including without limitations, Crimea, the non-government controlled areas of Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the
so-called Luhansk People’s Republic and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, Cuba, Iran and North Korea (each, a “Sanctioned Country”)),
and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the
activities of any person currently (or at the time of the application of such proceeds) subject to any U.S. sanctions administered by OFAC.
(r) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company and its subsidiaries’ internal controls over financial reporting are effective and the Company and its subsidiaries are not aware of any material weakness in their
internal controls over financial reporting.
(s) The Company has established and maintains disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to the Company,
including its subsidiaries, is made known to the principal executive officer and the principal financial officer of the Company; and the Company has utilized such controls and procedures in preparing and evaluating the disclosures in the General
Disclosure Package and the Prospectus.
(t) There is and has been no failure on the part of the Company and, to the best of its knowledge,
any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 relating to
loans and Sections 302 and 906 relating to certifications.
(u) To the knowledge of the Company, the Company and its subsidiaries are each
in compliance with all laws and regulations administered by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the Federal Deposit Insurance Corporation, the Office of the Comptroller of the
Currency, the Consumer Financial Protection Bureau and any other federal or state bank regulatory authorities with jurisdiction over the Company and its subsidiaries, except for such failures to be in compliance as would not reasonably be expected
to result in a Material Adverse Effect.
(v) To the knowledge of the Company and except as set forth in the Registration Statement, the
General Disclosure Package and the Prospectus, there is no material security breach or other material compromise of the Company’s or its subsidiaries’ information assets, data, technology, computer systems or networks (collectively,
“IT Systems and Data”); and the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security breach or other material
compromise to their IT Systems and Data.
2. Solicitations as Agent; Purchases as Principal. (a) Solicitations as Agent. On
the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company and upon the Company’s instruction,
to use its reasonable efforts to solicit offers to purchase the Notes from the Company upon the terms and conditions set forth in the General Disclosure Package and the Prospectus. So long as this Agreement shall remain in effect with respect to any
Agent, the Company shall not, without the consent of such Agent(s), solicit or accept offers to purchase, or sell, Notes or any other debt securities with a maturity at the time of original issuance of nine months or more except pursuant to this
Agreement and any Terms Agreement, or except pursuant to a private placement not
constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous
offering of medium-term debt securities. However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Notes directly on its own behalf to investors (other than broker-dealers, except to the extent set forth in the
next succeeding sentence). The Company may from time to time offer Notes for sale otherwise than through an Agent; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit and accept offers to purchase Notes
through any agent other than an Agent without amending this Agreement to appoint such agent an additional Agent pursuant to Section 15 hereunder and without giving the Agents prior notice of such appointment; except, that if from time to time
the Company is approached by a prospective agent offering to solicit a specific purchase of Notes, the Company may engage such agent with respect to such specific purchase, only if, (i) such agent is engaged on terms substantially similar
(including the same commission schedule as set forth herein) to the applicable terms of this Agreement (without being required to become a party hereto) and (ii) the Agents are given notice of such purchase promptly, in each case after the
purchase is agreed to.
The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any
period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day’s prior notice from the Company, each Agent will suspend solicitation of offers to purchase Notes from the Company until
such time as the Company has advised such Agent or Agents that such solicitation may be resumed.
Each purchase of Notes shall be
(i) at a discount from the principal amount of such Notes as agreed between the Company and such Agent or (ii) as otherwise agreed between the Company and such Agent.
Unless otherwise instructed by the Company or specified in the applicable Pricing Supplement, the Agents are authorized to solicit offers to
purchase Notes only in the principal amount of $2,000 (or, in the case of Notes not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or composite currency, rounded down to the nearest 2,000 units of such foreign
currency or composite currency) or any amount in excess thereof which is an integral multiple of $1,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall
communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Notes and
may reject any such offer in whole or in part. Each Agent shall have the right, in its sole discretion, to reject any offer to purchase Notes, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a
breach of its agreements under this Agreement. The procedural details relating to the issue and delivery of Notes sold by an Agent as agent and the payment therefor are set forth in the Administrative Procedures (as hereinafter defined).
(b) Purchase as Principal. The Company may also sell Notes to one or more Agent(s) acting as principal for its own account or for resale to
one or more investors. Each sale of Notes to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless such Agent shall otherwise agree) a Terms Agreement which will provide for the sale of such Notes to, and
the purchase and reoffering thereof by, such Agent.
The commitment of any Agent to purchase Notes as principal, whether pursuant to any
Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties (made or deemed to have been made as of the date of the Terms Agreement and as of the Time of Delivery (as defined below)) of the
Company herein contained and shall be subject to the terms and conditions set forth herein and in the applicable Terms Agreement. Each Terms Agreement by an Agent to purchase Notes as principal (pursuant to a Terms Agreement or otherwise) shall
specify the principal amount of Notes to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes, the maturity date of such Notes, the interest rate or interest rate basis, if any, applicable to such Notes,
any other terms of such Notes, the time and date and place of delivery of and payment for such Notes (the time and date of any and each such delivery and payment, the “Time of Delivery”), any provisions relating to rights of
underwriters acting together with such Agent in the reoffering of Notes, and, except as otherwise indicated in such Terms Agreement, shall require the delivery of opinions of counsel, accountants’ letters and officers’ certificates
pursuant to Section 6 hereof. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the
Administrative Procedures.
Unless otherwise specified in the applicable Terms Agreement, if you are purchasing Notes as
principal you may resell such Notes to other dealers or to investors and other purchasers. Any such sales to other dealers may be at a discount, which shall not exceed the amount set forth in the Pricing Supplement relating to such Notes. Any such
sales to investors and other purchasers may be at prevailing market prices, or prices related thereto at the time of such resale, at negotiated prices or otherwise, as determined by the Agent.
If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Company as
principal and one or more of such Agents shall fail at the Time of Delivery to purchase the Notes which it or they are obligated to purchase (the “Defaulted Notes”), then the nondefaulting Agents shall have the right, within 24
hours thereafter, to make arrangements for one or more of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth;
provided, however, that if such arrangements shall not have been completed within such 24-hour period; then:
(i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by
all of such Agents at the Time of Delivery, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligations bear to the purchase
obligations of all nondefaulting Agents; or
(ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate
principal amount of Notes to be so purchased by all of such Agents at the Time of Delivery, such agreement shall terminate without liability on the part of any nondefaulting Agent.
No action taken pursuant to the preceding paragraph shall relieve any defaulting Agent from liability in respect of its default. Any such
defaulting Agent shall reimburse the Company, within 15 days of the receipt by such defaulting Agent of an invoice from the Company, for any duly documented reasonable expenses incurred by the Company as a result of the default by such defaulting
Agent. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Time of Delivery for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.
(c) Obligations
Several. The Company acknowledges that the obligations of the Agents are several and not joint and, subject to the provisions of this Section 2, each Agent shall have complete discretion as to the manner in which it solicits purchasers for the
Notes and as to the identity thereof.
(d) Administrative Procedures. The Agents and the Company agree to perform their respective duties
and obligations specifically provided to be performed in the Medium-Term Notes Administrative Procedures (the “Administrative Procedures”) attached hereto as Exhibit B, as the same may be amended from time to time. The
Administrative Procedures may be amended only by written agreement of the Company and the Agents.
3. Commencement Date. The
documents required to be delivered pursuant to Section 6 hereof on the Commencement Date (as defined below) or as a condition precedent to your obligation to begin soliciting offers to purchase Notes as agent of the Company shall be delivered
to the Agents at the offices of Sidley Austin LLP, 787 7th Avenue, New York, New York 10019, at 11:00 a.m., New York City time, on the date of this Agreement, which date and time of such delivery may be postponed by agreement between the Agents and
the Company but in no event shall be later than the day prior to the date on which solicitation of offers to purchase Notes is commenced or the first date on which the Company accepts an offer by any Agent to purchase Notes as principal (such time
and date being referred to herein as the “Commencement Date”).
4. Covenants of the Company. The Company
covenants and agrees with each Agent: (a) (i) To make no amendment or supplement to the Registration Statement, the General Disclosure Package or the Prospectus prior to the termination of the offering of the Notes pursuant to this Agreement or
any Terms Agreement which shall be reasonably disapproved by any Agent after reasonable opportunity to comment thereon, provided, however, that the foregoing shall not apply to any of the Company’s periodic filings with the Commission
described in subsection (iii) below, copies of which filings the Company will cause to be delivered to the Agents promptly after their
transmission to the Commission for filing; (ii) subject to the foregoing clause (i), (A) promptly to cause each Prospectus Supplement to be filed with or transmitted for filing to the
Commission in accordance with Rule 424(b) under the Securities Act, (B) to prepare, with respect to any Notes to be sold through or to such Agent pursuant to this Agreement, a Pricing Supplement with respect to such Notes in a form previously
approved by such Agent and to file such Pricing Supplement in accordance with Rule 424(b) under the Securities Act, and (C) if agreed between the Company and such Agent, to prepare a Term Sheet, to file such Term Sheet in accordance with Rule
433(d) under the Securities Act and promptly to file all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Securities Act; and (iii) promptly to file all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of
the Notes. The Company will promptly advise each Agent (A) of the filing of any amendment or supplement to the Prospectus, the use of any Issuer Free Writing Prospectus, or any amendment to the Registration Statement and of the effectiveness of
any such amendment to the Registration Statement; (B) of the receipt of any comments from the Commission with respect to the Registration Statement, the Prospectus, a Prospectus Supplement or any document filed pursuant to the Exchange Act that
is incorporated by reference in the Registration Statement or the Prospectus; (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement; or of any request by the Commission for any
amendment or supplement of the Registration Statement or Prospectus or for additional information relating thereto or to any document incorporated by reference in the Registration Statement or the Prospectus; and (D) of the suspension of the
qualification of the Notes for offering or sale in any jurisdiction, the receipt by the Company of any notification with respect to any suspension of the qualification of the Notes for offering or sale in any jurisdiction, or the initiation or
threatening of any proceeding for any such purpose. The Company agrees to use every reasonable effort to prevent the issuance of any such stop order or of any order suspending any such qualification and, if issued, to use every reasonable effort to
obtain the lifting thereof at the earliest possible moment. If the Basic Prospectus is amended or supplemented as a result of the filing under the Exchange Act of any document incorporated by reference in the Registration Statement or the
Prospectus, no Agent shall be obligated to solicit offers to purchase Notes so long as it is not reasonably satisfied with such document.
(b) To use its reasonable best efforts to qualify the Notes for offer and sale under the securities or blue sky laws of such jurisdictions as
the Agents shall reasonably request and to continue such qualification in effect so long as reasonably required in connection with the distribution of the Notes and to pay all fees and expenses (including fees and disbursements of counsel to the
Agents) reasonably incurred in connection with such qualification and in connection with the determination of the eligibility of the Notes for investment under the laws of such jurisdictions as such Agent may reasonably designate; provided, however,
that the Company shall not be required to file a general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been qualified as above provided.
(c) To furnish each Agent and counsel to the Agents, at the expense of the Company, a signed copy of the Registration Statement (as
originally filed) and each amendment thereto, in each case including exhibits and documents incorporated by reference therein and, during the period mentioned in paragraph (d) below, to furnish each Agent as many copies of the General
Disclosure Package and the Prospectus (including all amendments and supplements thereto) and documents incorporated by reference therein as such Agent may reasonably request.
(d) If at any time when a prospectus relating to the Notes is required to be delivered under the Securities Act, any event shall occur as a
result of which, in the opinion of counsel for the Agents or counsel for the Company, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made not misleading, or, if in the opinion of either such counsel, it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the requirements of
the Securities Act, or if at any time following the issuance or use of an Issuer Free Writing Prospectus, any event shall occur or condition exist as a result of which such Issuer Free Writing Prospectus conflicted or included or would include an
untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances at that subsequent time, not misleading, to immediately notify the Agents by
telephone (with confirmation in writing) and request each Agent (i) in its capacity as agent of the Company, to suspend
solicitation of offers to purchase Notes from the Company (and, if so notified, such Agent shall cease such solicitations and cease using the General Disclosure Package and Prospectus as soon as
practicable, but in any event not later than one business day later); and (ii) to cease sales of any Notes such Agent may then own as principal. If the Company shall decide to amend or supplement the Registration Statement, the General
Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, it shall so advise each Agent promptly by telephone (with confirmation in writing) and, at its expense, shall prepare and cause to be filed promptly with the Commission an
amendment or supplement to the Registration Statement, the General Disclosure Package, the Prospectus or such Issuer Free Writing Prospectus, reasonably satisfactory in all respects to the Agents, that will correct such statement or omission or
effect such compliance and will supply such amended or supplemented documents to the Agents in such quantities as you may reasonably request. Notwithstanding the foregoing, if there is incorrect information in the written information furnished by
the Agent or Agents to the Company for use in the Prospectus and if such Prospectus is required as a result thereof to be reprinted, then the expense of reprinting such Prospectus shall be borne, severally, by the Agent or Agents who shall have
furnished such incorrect information. If any such amendment or supplement and any documents and certificates furnished to the Agents pursuant to Section 4(e) in connection with the preparation and filing of such amendment or supplement are
reasonably satisfactory in all respects to the Agents, upon the filing with the Commission of such amendment or supplement to the Registration Statement, the General Disclosure Package, the Prospectus or Issuer Free Writing Prospectus, the Agents
will resume the solicitation of offers to purchase Notes hereunder. Notwithstanding any other provision of this Section 4(d), until the distribution of any Notes any Agent may own as principal has been completed or in the event such Agent, in
the opinion of its counsel, is otherwise required to deliver a prospectus in respect of a transaction in the Notes, if any event described in this Section 4(d) occurs the Company will, at its own expense, promptly prepare and file with the
Commission an amendment or supplement, satisfactory in all respects to such Agent, that will correct such statement or omission or effect such compliance, will supply such amended or supplemented Prospectus to such Agent in such quantities as such
Agent may reasonably request and shall furnish to such Agent pursuant to Section 4(e) such documents and certificates as it may request in connection with the preparation and filing of such amendment or supplement.
(e) To furnish to the Agents during the term of this Agreement such relevant documents and certificates of officers of the Company relating to
the business, operations and affairs of the Company, the Registration Statement, the General Disclosure Package, the Prospectus, any amendments or supplements thereto, the Indentures, the Notes, this Agreement, the Administrative Procedures, any
applicable Terms Agreement and the performance by the Company of its obligations hereunder or thereunder as the Agents may from time to time reasonably request.
(f) To suspend solicitation of purchases of the Notes, and to notify the Agents promptly in writing of such suspension, upon receiving notice
from any “nationally recognized statistical rating organization,” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act, of (i) any intended or potential downgrading or (ii) any review or possible
change that does not indicate an improvement in the rating accorded any of the securities of, or guaranteed by, the Company.
(g) To make
generally available to its security holders (as defined in Rule 158 under the Securities Act) and to such Agent as soon as practicable but not later than 45 days after the close of each of the first three fiscal quarters of each fiscal year and 90
days after the close of each fiscal year, earnings statements which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act covering periods of at least 12 months beginning in each case with the
first day of the fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement with respect to each sale of Notes.
(h) So long as any Notes are outstanding, to furnish to such Agent copies of all reports or other communications (financial or other)
furnished to holders of the Notes and copies of all annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and all material reports or other communications (financial or other) furnished to or filed with any national securities exchange on which any
class of securities of the Company is listed as the Agents may from time to time reasonably request.
(i) That, from the date of any applicable Terms Agreement with such Agent or other agreement
by such Agent to purchase Notes as principal with a maturity of one year or longer and continuing to and including the business day following the related Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of any debt
securities of or guaranteed by the Company which are denominated in the same currency as such Notes and with a maturity of one year or longer, without the prior written consent of such Agent.
5. Costs and Expenses. The Company covenants and agrees with each Agent that the Company will, whether or not any sale of Notes is
consummated, pay all costs and expenses incident to the establishment of Medium-Term Notes program contemplated by this Agreement, the performance of its obligations hereunder and under any applicable Terms Agreement, including without limiting the
generality of the foregoing, all costs and expenses: (i) incident to the preparation, issuance, execution, authentication and delivery of the Notes; (ii) incident to the preparation, printing and filing under the Securities Act of the
Registration Statement, the General Disclosure Package, the Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (iii) that constitute fees and disbursements of the Company’s
counsel and accountants and of the Trustee and its counsel; (iv) incurred in connection with the registration or qualification and determination of eligibility for investment of the Notes under the laws of such jurisdictions as the Agents (or
in connection with any Terms Agreement, the applicable Agent) may designate (including fees of counsel for the Agents (or such Agent) and their disbursements); (v) in connection with the listing of the Notes on any stock exchange; (vi) related
to any filing with the Financial Industry Regulatory Authority, Inc.; (vii) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement, the Indenture, any blue sky memoranda and any Legal
Investment Survey and the furnishing to the Agents and dealers of copies of the Registration Statement, the General Disclosure Package and the Prospectus, including mailing and shipping, as herein provided; (viii) payable to rating agencies in
connection with the rating of the Notes; (ix) comprising the reasonable fees and disbursements of counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel
hereunder; and (x) any advertising and out-of-pocket expenses incurred by the Agents.
6. Conditions. The obligation of any Agent, as agent of the Company, at any time (“Solicitation Time”) to solicit
offers to purchase the Notes, the obligation of any Agent to purchase Notes as principal pursuant to any Terms Agreement or otherwise, and the obligation of any other purchaser to purchase Notes hereunder or under any Terms Agreement shall in each
case be subject: (1) to the condition that all representations and warranties of the Company herein are accurate as of each time specified in the initial paragraph of Section 1, as applicable, (2) that all statements of officers of
the Company made in any certificate furnished pursuant to the provisions hereof are accurate (i) in the case of an Agent’s obligation to solicit offers to purchase Notes, at and as of such Solicitation Time and (ii) in the case of
any Agent’s or any other purchaser’s obligation to purchase Notes, at and as of the time the Company accepts the offer to purchase such Notes and, as the case may be, at and as of the related Time of Delivery or time of purchase;
(3) to the condition that at or prior to such Solicitation Time, time of acceptance, Time of Delivery or time of purchase, as the case may be, the Company shall have complied with all its agreements and all conditions on its part to be
performed or satisfied hereunder; and (4) to the following additional conditions when and as specified:
(a) Prior to such
Solicitation Time or corresponding Time of Delivery or time of purchase, as the case may be:
(i) the Prospectus as amended or supplemented
(including, if applicable, the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time period prescribed for such filing by the Securities
Act; no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission;
(ii) there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or
(ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined
by the Commission for purposes of Section 3(a)(62) of the Exchange Act;
(iii) there shall not have occurred any change or any
development in or affecting particularly the business or properties of the Company or its subsidiaries which, in the judgment of the applicable Agent, materially impairs the investment quality of the Notes; and
(iv) (A) trading generally shall not have been suspended on or by, as the case may be, any
of the New York Stock Exchange or the NASDAQ Stock Market, minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities shall not have been required, on the New York Stock Exchange or the NASDAQ Stock
Market, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction; (B) trading in any securities of the Company shall not have been suspended by the Commission or a national securities exchange or in
any over-the-counter market; (C) any major disruption of settlements of securities shall not have occurred and a general moratorium on commercial banking activities
in New York shall not have been declared by either Federal or New York State authorities; or (D) there shall not have occurred any outbreak or escalation of hostilities in which the United States is involved, a declaration of war by Congress,
any major act of terrorism against the United States, any other substantial national or international calamity or crisis or any other event or occurrence of a similar character if, in the judgment of such Agent or Agents or of such other purchaser,
the effect of any such outbreak, escalation, declaration, calamity or other event or occurrence makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the General Disclosure Package or the Prospectus
as amended or supplemented at the Solicitation Time or at the time such offer to purchase was made. Promptly after the determination by any such Agent or other purchaser that it is impractical or inadvisable to market the Notes, such Agent or other
purchaser shall notify the Company of such determination in writing; but the omission so to notify the Company shall not act to modify the rights of the Agent or other purchaser under this Section 6(a)(iv)(A).
(b) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if
called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the General Counsel and Secretary of the Company, any Vice President and Assistant Secretary of the Company (it being understood that anyone
giving an opinion on behalf of the Company shall be an attorney licensed in Ohio or New York, as applicable) and/or Squire Patton Boggs (US) LLP, Counsel to the Company, as indicated in the applicable Prospectus Supplement shall have furnished to
the relevant Agent or Agents their written opinion(s), dated as of the Commencement Date or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent or Agents, to the effect that:
(i) The Company has been duly incorporated and is an existing corporation in good standing under the laws of Ohio and is duly registered as a
bank holding company under the Bank Holding Company Act of 1956, as amended; KeyBank is a duly organized and validly existing national banking association under the laws of the United States and continues to hold a valid certificate to do business
as such; each of the Company and KeyBank has full corporate power and authority to conduct its business as described in the Registration Statement, the General Disclosure Package (if applicable) and the Prospectus and is duly qualified to do
business in each jurisdiction in which it owns or leases real property, except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or
results of operations of the Company and its subsidiaries taken as a whole; and all of the outstanding shares of capital stock of KeyBank have been duly authorized and validly issued, are fully paid and
non-assessable (exceptions to be specified) and (except as otherwise stated in the Registration Statement) are owned beneficially by the Company subject to no security interest, other encumbrance or adverse
claim.
(ii) This Agreement and any applicable Terms Agreement have been duly authorized, executed and delivered by the Company.
(iii) The Notes conform in all material respects to the description thereof contained or incorporated by reference in the General Disclosure
Package (if applicable), the Prospectus and the applicable Prospectus Supplement and such description conforms in all material respects to the rights set forth in the instruments, including the applicable Indenture, defining the same.
(iv) The Notes have been duly and validly authorized by the Company and, when executed, authenticated and delivered in accordance with the
terms of the applicable Indenture and issued to and paid for by any purchaser of the Notes sold through an Agent as agent or any Agent as principal pursuant to any Terms Agreement or other agreement, will be entitled to the benefits of such
applicable Indenture and will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms subject (A) to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium,
conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors, (B) to the effect of general
principles of equity, enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, (C) to the
unenforceability of any provision requiring the payment of attorney’s fees, except to the extent that a court determines such fees to be reasonable, (D) to the requirements that a claim with respect to any Notes denominated other than
U.S. dollars (or a foreign currency, currency unit or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (E) to any
applicable foreign governmental authority to limit, delay or prohibit the making of payments outside the United States or in a foreign currency, currency unit or composite currency.
(v) Each of the Senior Indenture and the Subordinated Indenture has been duly and validly authorized, executed and delivered by the Company
and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument of the Company enforceable in accordance with its terms subject (A) to the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors, (B) to the effect of general principles of equity whether enforcement is considered in a proceeding in
equity or at law, and the discretion of the court before which any proceeding therefor may be brought, (C) to the unenforceability of any provision requiring the payment of attorney’s fees, except to the extent that a court determines
such fees to be reasonable, (D) to the requirements that a claim with respect to any Notes denominated other than in U.S. dollars (or a foreign currency, currency unit or composite currency judgment in respect of such claim) be converted into
U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (E) to any applicable foreign governmental authority to limit, delay or prohibit the making of payments outside the United States or in a foreign
currency, currency unit or composite currency; and the Indentures have been duly qualified under the Trust Indenture Act.
(vi) The issue
and sale of the Notes and the execution and delivery by the Company of the Notes, the Indentures, this Agreement and any applicable Terms Agreement or other agreement pursuant to which an Agent purchases Notes as principal (provided such Terms
Agreement or other agreement has been executed and delivered in accordance with this Agreement and the Indentures) and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of
any of the terms and provisions of, or constitute a default under, any statute, rule or regulation, any agreement or instrument known to such counsel to which the Company or any subsidiary of the Company is a party or by which it or any of them are
bound or to which any of the property or assets of the Company or any of its subsidiaries is subject and that is material to the Company and its subsidiaries, taken as a whole, the Company’s Third Amended and Restated Articles of Incorporation
or Fourth Amended and Restated Regulations, or any order known to such counsel of any court or governmental agency or body having jurisdiction over the Company.
(vii) The Company is not in violation of its Organizational Documents. No consent, approval, authorization, license or order of, registration
of, or qualification, filing or registration with, any court or governmental agency or body is required for the issue and sale of the Notes or the consummation of the other transactions contemplated by this Agreement, any applicable Terms Agreement
or other agreement pursuant to which an Agent purchases Notes as principal (provided such Terms Agreement or other agreement has been executed and delivered in accordance with this Agreement and the applicable Indenture) or the Indentures, except
such as have been obtained under the Securities Act and the Trust Indenture Act or such as may be required under state securities or blue sky laws in connection with offers and sales of the Notes from the Company and with purchases of Notes.
(viii) The Registration Statement is effective under the Securities Act; any required amendment or supplement to each prospectus relating to
the offered Notes (including the Prospectus) pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); any required filing of any Issuer Free Writing Prospectus
pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d); and, to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been instituted or threatened by the Commission.
(ix) Such counsel is of the opinion that the statements set forth
in the Prospectus Supplement under the caption “Certain United States Federal Income Tax Considerations,” insofar as they purport to constitute a summary of matters of U.S. federal tax law and regulations or legal conclusions with
respect thereto, constitute an accurate summary of the matters set forth therein in all material respects.
(x) Such counsel is of the opinion that at the time the Registration Statement, including
without limitation the Rule 430B Information, became effective or is deemed effective, and as of the date such opinion is delivered, the Registration Statement and the Prospectus, and at the time they were filed, each document incorporated by
reference therein (other than the financial statements, including the notes and schedules thereto and the audit reports thereon, or any other data or information of a financial or accounting nature set forth or referred to therein or in any document
incorporated by reference therein or any exhibits thereto, and the Statements of Eligibility of the Trustee on Form T-1 filed as an exhibit thereto, as to which we express no opinion), complied as to form in
all material respects with the requirements of the Securities Act, the Exchange Act, the Trust Indenture Act and the respective rules thereunder; provided that in the case of an opinion delivered on the Commencement Date (other than in connection
with a Terms Agreement), the opinion and beliefs set forth above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Basic Prospectus.
(xi) Such counsel has no reason to believe that (A) (other than the financial statements, including the notes and schedules thereto and the
audit reports thereon, or any other data or information of a financial or accounting nature set forth or referred to therein or in any document incorporated by reference therein or in any exhibits thereto, and the Statements of Eligibility of the
Trustee on Form T-1 filed as an exhibit thereto, as to which we express no opinion) the Registration Statement, including without limitation the Rule 430B Information, as of its effective date and each deemed
effective date, and if an amendment to the Registration Statement or to any document incorporated by reference therein has been filed by the Company with the Commission subsequent to the effectiveness of the Registration Statement, at the time of
the most recent such filing, and as of the date such opinion is delivered, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not
misleading; (B) (other than the financial statements, including the notes and schedules thereto and the audit reports thereon, or any other data or information of a financial or accounting nature set forth or referred to therein or in any document
incorporated by reference therein or in any exhibits thereto, and the Statements of Eligibility of the Trustee on Form T-1 filed as an exhibit thereto, as to which we express no opinion) the Prospectus, as
amended or supplemented, as of its date, at the Commencement Date and the Time of Delivery, contained or contains any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; (C) has no reason to believe that the General Disclosure Package (if applicable), as of the Applicable Time, contained or contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (D) does not know of any amendment to the Registration Statement required to be
filed which is not filed as required; provided that in the case of an opinion delivered on the Commencement Date (other than in connection with a Terms Agreement), the opinion and beliefs set forth in clauses (B) and (C) above shall be deemed
not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Basic Prospectus.
Such opinion or opinions shall be to such further effect with respect to other legal matters relating to this Agreement, and the sale of the
Notes, pursuant to this Agreement as counsel for the Agents may reasonably request. Such opinion or opinions shall be limited to New York, Ohio and federal law and, if applicable, the law of the state of incorporation of any other Significant
Subsidiaries. In giving such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions in which such counsel is not qualified and the federal law of the United States, upon opinions of other counsel, who shall be
counsel satisfactory to counsel for the Agents, in which case the opinion shall state that they believe you and they are entitled to so rely. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to
the extent they deem proper, upon certificates of officers of the Company, KeyBank and the Significant Subsidiaries and certificates of public officials.
(c) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if
called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, Sidley Austin LLP, counsel to the Agents, shall have furnished to the relevant Agent or Agents such opinion or opinions dated as of the
Commencement Date or Time of Delivery, as the case may be with respect to the incorporation of the Company, the validity of the Indenture, the Notes, the Registration Statement, the Prospectus as amended or supplemented and other related matters as
such Agent or Agents may reasonably request, and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.
(d) (i) On the Commencement Date, any accountants that have prepared financial statements
included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, as then amended or supplemented, shall have furnished to the relevant Agent or Agents a comfort letter, dated as of the
Commencement Date, in form and substance satisfactory to the Agents, and (ii) in the case of a purchase of Notes by an Agent as principal pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other
agreement, at the relevant pricing date, any accountants who have prepared financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, as then amended or supplemented,
shall have furnished to the relevant Agent or Agents (A) a “comfort letter,” dated as of the relevant pricing date, in form and substance satisfactory to the Agents, and (B) a customary “bring-down” of such comfort
letter, dated as of the Time of Delivery.
(e) On the Commencement Date, and in the case of a purchase of Notes by an Agent as principal
pursuant to a Terms Agreement or otherwise, if called for by the applicable Terms Agreement or other agreement, at the corresponding Time of Delivery, the relevant Agent or Agents shall have received from the Company a certificate or certificates
signed by the Chairman of the Board, the President, or the Treasurer, and by the Chief Financial Officer or Chief Accounting Officer, or any other officer of the Company so designated by any one of the foregoing who have sufficient knowledge of the
matters being certified as determined by the Company in its sole discretion, dated as of the Commencement Date or Time of Delivery, as the case may be, to the effect that, to the best of their knowledge based upon reasonable investigation
(1) the representations and warranties of the Company contained herein are true and correct on and as of the Commencement Date or Time of Delivery, as the case may be, as if made on and as of such date, and the Company has complied with all
agreements and all conditions on its part to be performed or satisfied hereunder or under the applicable Terms Agreement or other agreement at or prior to the Commencement Date or Time of Delivery, as the case may be, and (2) no stop order
suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or is threatened by the Commission.
(f) On the Commencement Date and at each Time of Delivery, the Company shall have furnished to the relevant Agent or Agents such further
certificates and documents as such Agent or Agents may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the
relevant Agent or Agents. The Company will furnish the relevant Agent or Agents with such conformed copies of such opinions, certificates, letters and other documents as the relevant Agent or Agents shall reasonably request.
7. Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Agent, its affiliates, directors and
officers and each person, if any, who controls such Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such person
or entity may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material
fact contained in any part of the Registration Statement when such part became effective, the General Disclosure Package, the Prospectus or any amendment thereof or supplement thereto or any Issuer Free Writing Prospectus, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such person or entity for any legal or other expenses
reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information furnished in writing to the
Company by any such person or entity through an Agent specifically for use therein.
(b) Each Agent severally and not jointly will indemnify and hold harmless the Company and
each of its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any
losses, claims, damages or liabilities to which such person or entity may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any part of the Registration Statement when such part became effective, the General Disclosure Package, the Prospectus or any amendment thereof or supplement thereto or any
Specified Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with written information furnished to the Company by such Agent
specifically for use therein, and will reimburse such person or entity for any legal or other expenses reasonably incurred by such person or entity in connection with investigating or defending against any such loss, claim, damage, liability or
action as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice
of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission
so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party,
and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that, if the defendants in any such action (including any impleaded parties) include both the indemnified party and the indemnifying party and
representations of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, the indemnified party or parties shall have the right to select separate counsel to participate in the defense of
such action on behalf of such indemnified party or parties (and the reasonable fees and expenses of one such separate counsel shall be paid by the indemnifying party). No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party.
(d) If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Agents on the other from the offering of the Notes to which such
losses, claims, damages or liabilities relate or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Agents on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agents on the other shall be deemed to be in the same proportion
as the total proceeds from the offering of the Notes to which such losses, claims, damages or liabilities relate (before deducting expenses) received by the Company bear to the total compensation or profit (before deducting expenses) received or
realized by the Agents from the purchase and resale, or underwriting, of such Notes. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or the Agents and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.
The Company and the Agents agree that it would not be just and equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation (even if the Agents were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this subsection (d). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the
subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Agent shall be required to contribute any amount in excess of the amount of the commissions
at which the Notes underwritten by it and distributed to the public to which such losses, claims, damages or liabilities relate were offered to the public exceeds the amount of any damages that
such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Agents’ obligations in this subsection (d) to contribute shall be several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Company under this Section 7 shall be in addition to any liability which the
Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Agent within the meaning of the Securities Act; and the obligations of the Agents under this Section 7 shall be in
addition to any liability that the respective Agents may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company (including any person who, with his consent, is named in the Registration Statement as
about to become a director of the Company), to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Securities Act.
8. Termination. (a) This Agreement may be terminated at any time (i) by the Company with respect to any or all of the Agents
or (ii) by any Agent with respect to itself only, in each case upon the giving of written notice of such termination to each other party hereto. Any Terms Agreement shall be subject to termination in the discretion of the Agent or Agents that
are parties thereto by notice given to the Company prior to the payment for any Note to be purchased thereunder, if at or prior to such time any of the conditions specified in Section 6(a) hereof shall not have been satisfied. The termination
of this Agreement shall not require termination of any agreement by an Agent to purchase Notes as principal (whether pursuant to a Terms Agreement or otherwise) and the termination of such an agreement shall not require termination of this
Agreement. In the event this Agreement is terminated with respect to any Agent, (x) this Agreement shall remain in full force and effect with respect to any Agent as to which such termination has not occurred, (y) this Agreement shall
remain in full force and effect with respect to the rights and obligations of any party which have previously accrued or which relate to Notes which are already issued, agreed to be issued or the subject of a pending offer at the time of such
termination and (z) in any event, the provisions of the fourth paragraph of Section 2(a), Section 2(c), the last sentence of Section 4(d) and Sections 4(g), 4(h), 5, 7, 9, 10, 12, 13 and 17 shall survive; provided that if at the
time of termination an offer to purchase Notes has been accepted by the Company but the Time of Delivery to the purchaser or its agent of such Notes has not yet occurred, the provisions of Sections 2(b), 2(d), 4(a) through 4(e), 4(i) and 6 shall
also survive. If any Terms Agreement is terminated, the provisions of the last sentence of Section 4(d) and Sections 2(b), 2(d), 4(a), 4(b), 4(e), 4(h) through 4(i), 5, 6, 7, 9, 10, 12, 13 and 17 (which shall have been incorporated by reference
in such Terms Agreement) shall survive.
(b) If this Agreement or any Terms Agreement shall be terminated by an Agent or Agents because of
any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement or any Terms Agreement or if for any reason the Company shall be unable to perform its obligations under this Agreement
or any Terms Agreement or any condition of any Agent’s obligations cannot be fulfilled, the Company agrees to reimburse each Agent or such Agents as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably incurred by such Agent or Agents in connection with this Agreement or the offering of
Notes.
9. Position of the Agents. Each Agent, in soliciting offers to purchase Notes from the Company and in performing the other
obligations of such Agent hereunder (other than in respect of any purchase by an Agent as principal, pursuant to a Terms Agreement or otherwise), is acting solely as agent for the Company and not as principal and does not assume any obligation
towards or relationship of agency or trust with any purchaser of Notes. Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes from the Company was solicited by such
Agent and has been accepted by the Company, but such Agent shall not have any liability to the Company in the event such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Notes to a purchaser whose
offer it has accepted, the Company shall (i) hold the relevant Agent harmless against any loss, claim, damage or liability arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to the Agent
that solicited such offer any commission to which it would be entitled in connection with such sale.
10. Representations and Agreements to Survive. The respective indemnities,
contribution agreements, representations, warranties and other agreements of the Company and its officers and the Agents set forth herein or made pursuant to this Agreement or any agreement by an Agent to purchase Notes as principal shall remain in
full force and effect regardless of any termination of this Agreement or any such agreement, any investigation made by or on behalf of any Agent or any controlling person of any Agent, or the Company, or any officer or director or any controlling
person of the Company, and shall survive each delivery of and payment for any of the Notes.
11. Notices. Except as otherwise
specifically provided herein or in the Administrative Procedures, all statements, requests, notices and advices hereunder shall be in writing, and effective only on receipt, and will be delivered by hand, by mail (postage prepaid) or by facsimile.
Communications to the Company will be sent to 127 Public Square, Cleveland, Ohio 44114, Attention: Treasurer (Facsimile Number: 216-689-3832) with a copy to: the
Assistant General Counsel responsible for securities matters (Facsimile Number: 216-689-4121). Communications to the Agents will be sent to the notice address(es) or
facsimile numbers specified on Schedule I hereto or at such other address as such party may designate from time to time by notice duly given in accordance with the terms of this Section 11.
12. Successors. This Agreement and any Terms Agreement shall be binding upon, and inure solely to the benefit of, each Agent and the
Company, and their respective successors and the officers, directors and controlling persons referred to in Section 7 and (to the extent expressly provided in Section 6) the purchasers of Notes, and no other person shall acquire or have
any right or obligation under or by virtue of this Agreement or any Terms Agreement.
13. No Fiduciary Duty. The Company hereby
acknowledges that (a) any purchase and sale of Notes pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents and any affiliate
through which any of them may be acting, on the other, (b) the Agents are not acting as fiduciaries of the Company and (c) the Company’s engagement of the Agents in connection with any offering hereunder and the process leading up to
any offering hereunder is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with any offering hereunder (irrespective of whether any of
the Agents has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Agents have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty
to the Company, in connection with this Agreement or any of the transactions contemplated hereby or the process leading to any offering hereunder.
14. Amendments. This Agreement may be amended or supplemented if, but only if, such amendment or supplement is in writing and is signed
by the Company and each Agent.
15. Additional Agents. The Company may from time to time appoint any institution as a new agent
hereunder in respect of the offer or sale of Notes generally or in relation to a particular tranche of Notes only; in which event, upon such institution’s confirmation and acceptance of such appointment by delivery of an agent accession letter
on the terms mutually satisfactory to the Company and such institution or acceptance of a Terms Agreement containing accession provisions mutually satisfactory to the Company and such institution, such institution shall become a party hereto,
subject as provided below, with all the authority, rights, powers, duties and obligations of an Agent as if originally named as an Agent hereunder; provided, further, that, in the case of an institution that has become an Agent in relation to a
particular tranche of Notes, following the issue of such tranche of Notes, the relevant new Agent shall have no further authority, rights, powers, duties or obligations except such as may have accrued or been incurred prior to, or in connection
with, the issue of such tranche of Notes.
16. Business Day. Time shall be of the essence in this Agreement and any Terms
Agreement. As used herein, the term “business day” shall mean any day which is not a Saturday or Sunday or legal holiday or a day on which banks in New York City are generally required or authorized by law or executive order to close.
17. Applicable Law; Trial by Jury. This Agreement and any Terms Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, without giving effect to the conflict of laws provisions thereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any
legal proceeding arising out of or relating to this Agreement, any Terms Agreement, or the transactions contemplated hereby.
18. Counterparts. This Agreement and any Terms Agreement may be signed in
counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal
ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law, e.g.,
www.docusign.com) or other transmission method including portable document format (.pdf) and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
19. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be
deemed a part of this Agreement.
20. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Agent of the Distribution Agreement or Terms Agreement, and any interest and obligation in or under the Distribution Agreement or Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Distribution Agreement or Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Agent that is a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S.
Special Resolution Regime, Default Rights under the Distribution Agreement or Terms Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Distribution Agreement or Terms Agreement were governed by the laws of the United States or a state of the United States.
For the purposes of this Section 20: “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and
shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b),
(ii) “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);
“Default Rights” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of
(i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
(Signature pages follow.)
If the foregoing is in accordance with your understanding, please sign and return to the
Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Company and each of you in accordance with its terms.
Very truly yours,
KEYCORP
By:
/s/ Timothy J. Schmidt
Name: Timothy J. Schmidt
Title: Treasurer
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
GOLDMAN SACHS & CO. LLC
By:
/s/ Guy Thompson
Name: Guy Thompson
Title: Managing Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
BARCLAYS CAPITAL INC.
By:
/s/ Tom McIntosh
Name: Tom McIntosh
Title: Managing Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
BOFA SECURITIES, INC.
By:
/s/ Anthony Aceto
Name: Anthony Aceto
Title: Managing Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
CITIGROUP GLOBAL MARKETS INC.
By:
/s/ Adam D. Bordner
Name: Adam D. Bordner
Title: Managing Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
DEUTSCHE BANK SECURITIES INC.
By:
/s/ Josh Warren
Name: Josh Warren
Title: Managing Director
By:
/s/ Mac Reddick
Name: Mac Reddick
Title: Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
J.P. MORGAN SECURITIES LLC
By:
/s/ Stephen L. Sheiner
Name: Stephen L. Sheiner
Title: Executive Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
KEYBANC CAPITAL MARKETS INC.
By:
/s/ Eric Peiffer
Name: Eric Peiffer
Title: Managing Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
MORGAN STANLEY & CO. LLC
By:
/s/ Hector Vazquez
Name: Hector Vazquez
Title: Managing Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
RBC CAPITAL MARKETS, LLC
By:
/s/ Eric Steifman
Name: Eric Steifman
Title: Managing Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
TD SECURITIES (USA) LLC
By:
/s/ Luiz Lanfredi
Name: Luiz Lanfredi
Title: Managing Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
UBS SECURITIES LLC
By:
/s/ Igor Grinberg
Name: Igor Grinberg
Title: Managing Director
By:
/s/ Aaditya Niranjan
Name: Aaditya Niranjan
Title: Director
[Signature Page to
Medium-Term Notes Distribution Agreement]
Accepted in New York, New York, as of the date first above written:
WELLS FARGO SECURITIES, LLC
By:
/s/ Carolyn Hurley
Name: Carolyn Hurley
Title: Managing Director, Transaction Management
[Signature Page to
Medium-Term Notes Distribution Agreement]
SCHEDULE I
Agents
Agent
Address for Notices
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attn: Registration Department
Tel: (866) 471-2526
Barclays Capital Inc.
745 7th Avenue
New York, New York 10019
Attn: Syndicate Registration
Tel: (212) 526-0015
Fax: 1 (646) 834-8133
BofA Securities, Inc.
114 West 47th Street
NY8-114-07-01
New York, New York
10036
Attention: High Grade Debt Capital Markets Transaction
Management/Legal
Tel: (646)
855-0724
Fax: (212) 901-7881
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York
10013
Attn: Transaction Execution Group
Tel: (212) 816-1135
Fax: (646) 291-5209
Email: TEG.NewYork@citi.com
Deutsche Bank Securities Inc.
1 Columbus Circle
New York, New York 10019
Attention: Debt Capital Markets Syndicate
Tel: (212) 250-6801
With a copy to General Counsel
dbcapmarkets.gcnotices@list.db.com
J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
Attn: High Grade Syndicate Desk
Tel: (212) 834-5724
Fax: (212) 834-6081
KeyBanc Capital Markets Inc.
127 Public Square
Cleveland, Ohio
44114-1306
Attn: Debt Capital Markets
Tel: (216) 689-3567
Fax: (216)
689-0976
Agent
Address for Notices
Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, New York
10036
Attn: Investment Banking Division
Tel: (212) 761-6691
Fax: (212) 507-8999
RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street, 8th
Floor
New York, New York 10281
Attn: DCM Transaction
Management/Scott Primrose
Tel: (212) 618-7706
Email: TMGUS@rbccm.com
TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New
York 10017
Attn: DCM – Transaction Advisory
Email:
ustransactionadvisory@tdsecurities.com
UBS Securities LLC
11 Madison Avenue
New York, New York 10010
Attn: Fixed Income Syndicate
Tel: (203) 719-1088
Email: dl-synd-stamford@ubs.com
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte,
North Carolina 28202
Attn: Transaction Management
Tel: (704) 410-4792
Fax: (704) 410-0326
Email: tmgcapitalmarkets@wellsfargo.com
EXHIBIT A
Form of Terms Agreement
KeyCorp, an Ohio
corporation
[Senior Medium-Term Notes, Series U]
[Subordinated Medium-Term Notes, Series V]
%
[Senior]/[Subordinated] Notes due , 20
TERMS AGREEMENT
As of , 20
Attention:
Re: Distribution Agreement, dated as of June 10, 2026 (the “Distribution Agreement”), between KeyCorp (the
“Company”) and the other parties named therein, in connection with the distribution of Medium-Term Notes of the Company
Subject to the
Distribution Agreement, [the undersigned agrees to purchase the following principal amount of Notes:
$ ]
[each of the undersigned purchasers (collectively, the “Underwriters”) agree severally and not jointly to purchase from
you your Medium-Term Notes, in each case in the principal amount set forth below opposite such purchaser’s name, on the terms set forth in this Terms Agreement:
Name
Principal Amount
of Notes
[Agent]
$[ ]
[Agent]
$[ ]
[Agent]
$[ ]
Total
$[ ]
The terms of the Notes are set forth in the term sheet attached as an Annex hereto.
The Applicable Time means [a.m./p.m.] (Eastern time) on 20 .
Purchase price to the Underwriters is % of the principal amount of Notes.
The Settlement Date will be , 20 .
[Documents to be delivered:
The following documents referred
to in the Distribution Agreement shall be delivered:
[(1) The certificate referred to in Section 6(e);]
[(2) The opinions referred to in Sections 6(b) and 6(c);]
[(3) The accountants’ letters referred to in Section 6(d)(ii)]]
The conditions set forth in Section 6(a) of the Distribution Agreement shall apply.
1.
All the provisions contained in the Distribution Agreement are hereby incorporated by reference in their
entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. [ , and are each hereby
appointed by the Company, and each hereby accepts such appointment, as an Agent for all purposes under the Distribution Agreement, and shall be an Underwriter thereunder for the purchase of the Notes contemplated hereby.] Terms defined in the
Distribution Agreement and not otherwise defined herein are used herein as therein defined.
2.
[In addition to the representations and warranties described in Section 1 of the Distribution Agreement,
the Company represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time, as of the Settlement Date and as of the Solicitation Time, that KeyBanc Capital Markets, Inc. may act as Underwriter in connection with the
purchase of Notes hereunder for sale to third parties not otherwise affiliated with the Company and may otherwise hold Notes not otherwise sold.]
3.
Whether or not the transactions contemplated hereby are consummated or this Terms Agreement is terminated, the
Company will pay all expenses incident to the performance of the Company’s obligations under this Terms Agreement and the Distribution Agreement.
[AGENT]
By:
Its:
Accepted:
KEYCORP
By:
[Title]
Annex to Terms Agreement
[ATTACH TERM SHEET]
EXHIBIT B
[Administrative Procedures]
KEYCORP
SENIOR MEDIUM-TERM NOTES, SERIES U
SUBORDINATED MEDIUM-TERM NOTES, SERIES V
ADMINISTRATIVE PROCEDURES
FOR FIXED RATE NOTES, FIXED RATE RESET NOTES, FIXED/FLOATING RATE NOTES AND
FLOATING RATE NOTES
(Dated as of June 10, 2026)
Senior Medium-Term Notes, Series U (the “Series U Notes”) and Subordinated Medium-Term Notes, Series V (the
“Series V Notes,” and, together with the Series U Notes, the “Notes”) are to be offered on a continuing basis by KeyCorp, an Ohio corporation (the “Company”), both directly to investors and
through each of Goldman Sachs & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co.
LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC, UBS Securities LLC, Wells Fargo Securities, LLC and persons who may from time to time act as agents with respect to the Notes on a nonexclusive, reasonable efforts basis (each an
“Agent,” and, collectively, the “Agents”). The Agents may also purchase Notes, as principals, for resale to purchasers. The Notes will be sold pursuant to a Distribution Agreement, dated as of June 10, 2026 (the
“Distribution Agreement”), between the Company and each of the Agents. The Notes have been registered with the Securities and Exchange Commission (the “Commission”) pursuant to a Registration Statement filed on
Form S-3ASR (Registration No. 333-296536), which has become effective upon filing (as may be amended, the “Registration Statement”).
The Notes will be issued under either (a) a senior Indenture, dated as of June 10, 1994, as amended by a First Supplemental
Indenture, dated as of November 14, 2001, as amended by a Second Supplemental Indenture, dated as of November 13, 2013, and as amended by a Third Supplemental Indenture, dated as of May 23, 2022 (as so amended, the “Senior
Indenture”), between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as Trustee (the “Senior Trustee”), and pursuant to an Officers’ Certificate and Company Order, dated
as of June 10, 2026, with respect to, among other things, the establishment of the Series U Notes, or (b) a subordinated Indenture, dated as of June 10, 1994, as amended by a First Supplemental Indenture, dated as of November 14,
2001, as amended by a Second Supplemental Indenture, dated as of November 13, 2013, and as amended by a Third Supplemental Indenture, dated as of June 16, 2023 (as so amended, the “Subordinated Indenture”), between the
Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as Trustee (the “Subordinated Trustee”), and pursuant to an Officers’ Certificate and Company Order, dated as of June 10, 2026,
with respect to, among other things, the establishment of the Series V Notes. The Senior Indenture and the Subordinated Indenture are referred to herein collectively as the “Indentures” or individually as an “Indenture,” as
applicable. Unless the applicable pricing supplement (the “Pricing Supplement”) states otherwise, Deutsche Bank Trust Company Americas will act as Paying Agent for the payment of principal of and any premium and interest on the
Notes and as Security Registrar for the purpose of registering the Notes and transfers of the Notes and Authenticating Agent under the terms of the Indentures and, unless otherwise specified, will perform the additional duties specified herein.
Deutsche Bank Trust Company Americas when performing any duties other than Paying Agent, or such other issuing agent that we may designate in the applicable Pricing Supplement, shall be referred to herein as the “Issuing Agent.” The
Senior Trustee and Subordinated Trustee are referred to collectively herein as the “Trustees” or individually as a “Trustee,” as applicable. All references to the “Trustee” herein shall mean Deutsche Bank Trust
Company Americas in its capacity as Trustee, under the applicable Indenture.
The Notes of each series will be issued initially in
book-entry form (each a “Book-Entry Note”). Book-Entry Notes will be represented by one or more fully registered individual global notes (each an “Individual Global Note”), each evidencing Notes having the same
terms and conditions, or the Company may elect to issue Book-Entry Notes represented by one or more master global notes (a “Master Global Note”), which evidences the Company’s obligations under the Notes of a particular
series identified in the records of the Company maintained by the Issuing Agent, in lieu of an Individual Global Note (each of the Individual Global Notes and Master Global Notes, a “Global Note”; collectively, the “Global
Notes”). The Global Notes will be registered in the name of a nominee of The Depository Trust Company, as depositary (“DTC”), or such other depositary that we may designate as specified in the applicable Pricing
Supplement (the “Depositary”). Under limited circumstances, the Notes may
also be represented by a certificate issued in definitive registered form, without coupons (a “Certificated Note”), as set forth in the Pricing Supplement. Except as set forth
in Section 305 of the applicable Indenture, Book-Entry Notes will not be issuable in certificated form. So long as the Depositary or its nominee is the registered holder of any Global Note, the Depositary or its nominee, as the case may be,
will be considered the sole holder of the Book-Entry Note represented by such Global Note for all purposes under the applicable Indenture and Note.
In connection with the qualification of Book-Entry Notes for eligibility in the book-entry system maintained by the Depositary, the Issuing
Agent and the Paying Agent, as applicable, will perform certain custodial, document control and administrative functions as described below, and if DTC is acting as the depositary, they will also perform functions in accordance with their
obligations under a Letter of Representations from the Company and the Paying Agent to DTC, dated as of January 25, 2005 and a Letter of Representations from the Company and the Paying Agent to DTC, dated as of June 13, 2011 (the
“Letters of Representations”), the Paying Agent’s obligations under a Note Certificate Agreement, dated as of October 21, 1988, between the Paying Agent and DTC (the “Certificate Agreement”), and
Paying Agent’s obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement System (“SDFS”).
Procedures relating to the issuance of the Notes are set forth below. Unless the applicable Pricing Supplement states otherwise, Book-Entry
Notes will be issued in accordance with the administrative procedures set forth below as they may subsequently be amended as a result of changes in the Depositary’s operating procedures. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to them in the “Description of Notes” included in the Basic Prospectus, as the same may be amended or supplemented from time to time, or the applicable Indenture.
Notwithstanding anything contained herein, the procedures outlined herein are intended only as guidelines and may be modified, amended or
supplemented with respect to any particular issue of Notes as agreed among the Company and the relevant Agent(s), as the context requires. Nothing contained herein shall be construed to vary, alter, modify, amend or supersede any provision of or
obligation contained in the Indentures, the Distribution Agreement, the Calculation Agency Agreement, dated as of June 10, 2026, between the Company and the Calculation Agent, the Notes, the Registration Statement, the prospectus contained
therein (the “Prospectus”), any applicable prospectus supplement (a “Prospectus Supplement”) and any applicable Pricing Supplement.
ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
Date of Issuance/ Authentication:
Each Global Note will be dated as of the date of its authentication by the Trustee. Each Book-Entry Note shall bear its original issue date (the “Original Issue Date”), provided that following a
consolidation of Book-Entry Notes, such date shall be the most recent Interest Payment Date to which interest has been paid or duly provided for on the predecessor Book-Entry Notes.
Issuance:
On any Settlement Date for the issuance of Book-Entry Notes of one or more series, the Company will, (i) with respect to each Note to be evidenced by a Master Global Note, identify the debt obligations under such Note on the
records of the Company maintained by the Issuing Agent and, (ii) with respect to each Note to be evidenced by an Individual Global Note, issue, with respect to each tranche of Notes, one or more Individual Global Notes representing Notes of
that tranche. No Book-Entry Note will represent any Certificated Note.
With respect to Notes evidenced by Individual Global Notes, except as otherwise specified under “Denominations” below, all Book-Entry Notes of the same tranche which bear interest at a fixed rate (“Fixed Rate
Notes”) and which have the same Original Issue Date, interest rate, Maturity Date, redemption terms, if any, Interest Payment Dates and Regular Record Dates and the same provisions, if any, with respect to Original Issue Discount
(collectively, the “Fixed Rate Terms”) will be represented initially by a single Individual Global Note in fully registered form without coupons; all Book-Entry Notes of the same tranche which bear interest initially at a fixed
interest rate for a specified portion
of the applicable term and then reset such fixed interest rate to a fixed rate determined by reference to a “Reset Reference Rate” at one or more specified intervals for the remainder of such term as determined in
accordance with the terms and provisions set forth in the applicable Pricing Supplement (“Fixed Rate Reset Notes”) and which have the same Original Issue Date, Initial Interest Rate, Interest Reset Dates, Reset Reference Rate,
Spread or Spread Multiplier, if any, minimum interest rate, if any, maximum interest rate, if any, Maturity Date, redemption terms, if any, Interest Payment Dates and Regular Record Dates and the same provisions, if any, with respect to Original
Issue Discount (collectively, the “Fixed Rate Reset Terms”) will be represented initially by a single Individual Global Note; all Book-Entry Notes of the same tranche which bear interest (a) during the period from, and
including, its Original Issue Date to, but excluding the commencement of the “Floating Rate Period” specified in the applicable Pricing Supplement (such period, the “Fixed Rate Period”), at the rate per annum specified
to be the “Initial Interest Rate” in the applicable Pricing Supplement, and (b) during the period from, and including, the last Interest Payment Date in respect of the Fixed Rate Period to, but excluding, the Maturity Date (such
period, the “Floating Rate Period”), at a floating rate of interest determined by reference to one or more of the Base Rates, adjusted by a Spread or a Spread Multiplier, or both, in each case as specified in the applicable Pricing
Supplement (“Fixed/Floating Rate Notes”) and which have the same Original Issue Date, Fixed Rate Period, Floating Rate Period, Base Rate (which may be any rate specified in the applicable Pricing Supplement), Initial Interest
Rate, Index Maturity, Spread or Spread Multiplier, if any, minimum interest rate, if any, maximum interest rate, if any, Maturity Date, redemption terms, if any, Interest Payment Dates and Regular Record Dates and the same provisions, if any, with
respect to Original Issue Discount (collectively, the “Fixed/Floating Rate Terms”) will be represented initially by a single Individual Global Note; and all Book-Entry Notes of the same tranche which bear interest at a floating
rate (“Floating Rate Notes”) and which have the same Original Issue Date, Base Rate (which may be any rate specified in the applicable Pricing Supplement), Initial Interest Rate, Index Maturity, Spread or Spread Multiplier, if
any, minimum interest rate, if any, maximum interest rate, if any, Maturity Date, redemption terms, if any, Interest Payment Dates and Regular Record Dates and the same provisions, if any, with respect to Original Issue Discount (collectively, the
“Floating Rate Terms”) will be represented initially by a single Individual Global Note; and all Book-Entry Notes of the same tranche issued at a discount from the principal amount payable at maturity thereof which do not provide
for any periodic payments of interest (“Zero Coupon Notes”) and which have the same Original Issue Date, Maturity Date, redemption terms, if any, and the same provisions with respect to Original Issue Discount (collectively, the
“Zero Coupon Terms”) will be represented by a single Individual Global Note.
Identification:
CUSIP Numbers. The Company has previously arranged with the CUSIP Service Bureau of Standard & Poor’s Corporation (the “CUSIP Service Bureau”) for the reservation of approximately 900 CUSIP
numbers, which have been reserved for assignment to the Notes. Prior to the commencement date of the program, the Company will forward a list of such CUSIP numbers to the Issuing Agent and the Depositary. The Issuing Agent will assign CUSIP numbers
to Book-Entry Notes prior to their issuance as described below under Settlement Procedure C. The Depositary will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Issuing Agent has assigned to Book-Entry Notes. At any time
when fewer than 100 of the reserved CUSIP numbers remain unassigned to Book-Entry Notes, the Company will reserve additional CUSIP numbers for assignment to Book-Entry Notes and the Company will forward a list of such additional CUSIP numbers to the
Issuing Agent and the Depositary. Book-Entry Notes having an aggregate principal amount in excess of $500,000,000 and otherwise required to be represented by the same Individual Global Note will instead be represented by two or more Individual
Global Notes which shall all be assigned the same CUSIP number.
ISINs and Common Codes. For Notes trading directly through the Euroclear Bank SA/NV, or its successor, as operator of the Euroclear System (“Euroclear”) and/or Clearstream Banking S.A.
(“Clearstream”), the Company (either on its own behalf or through the applicable Paying Agent or the applicable Agent) will obtain an ISIN and a Common Code for those Notes following confirmation of the purchase of the applicable
Notes. Notwithstanding any provision herein to the contrary, the administrative procedures relating to the issuance of Notes trading directly through Euroclear and/or Clearstream shall be agreed upon among the relevant parties from time to
time.
Maturities:
Unless the applicable Pricing Supplement states otherwise, each Note will mature on a Business Day agreed to by the Company and the purchaser 9 months or more from its Original Issue Date. Unless the applicable Pricing Supplement
states otherwise, no Commercial Paper Rate Note will mature less than 9 months and 1 day from its Original Issue Date. Unless otherwise specified in the applicable Pricing Supplement, no Series V Book-Entry Note will mature less than 5 years from
its Original Issue Date.
Denominations:
Unless otherwise specified in the applicable Pricing Supplement, all Book-Entry Notes will be denominated in U.S. dollars. Unless otherwise specified in the applicable Pricing Supplement, all Book-Entry Notes will be issued in
denominations of $2,000 and any amount in excess of $1,000 which is an integral multiple of $1,000.
Individual Global Notes representing Book-Entry Notes will be denominated in principal amounts not in excess of $500,000,000. If one or more Book-Entry Notes having an aggregate principal amount in excess of $500,000,000 would, but
for the preceding sentence, be represented by a single Individual Global Note, then one Individual Global Note will be issued to represent $500,000,000 principal amount of such Note or Notes and an additional Individual Global Note or Notes will be
issued to represent any remaining principal amount of such Note or Notes. In such a case, each of the Individual Global Notes representing such Note or Notes shall be assigned the same CUSIP number or applicable identifier.
Registration:
Unless otherwise specified in the applicable Pricing Supplement and an Authentication Certificate Supplemental to the Officers’ Certificate and Company Orders, each dated as of June 10, 2026 (an “Authentication
Certificate”), each Global Note will be registered in the name of Cede & Co., as nominee for the Depositary, on a Book-Entry Note register to be maintained by the Issuing Agent on behalf of the Company. The beneficial owner of a
Book-Entry Note represented by a Global Note (or one or more indirect participants in the Depositary designated by such owner) will designate one or more participants in the Depositary (with respect to such Book-Entry Note, the
“Participants”) to act as agent for such beneficial owner in connection with the book-entry system maintained by the Depositary, and the Depositary will record in book-entry form, in accordance with instructions provided by such
Participants, a credit balance with respect to such Book-Entry Note in the account of such Participants. The ownership interest of such beneficial owner in such Book-Entry Note will be recorded through the records of such Participants or through the
separate records of such Participants and one or more indirect participants in the Depositary.
Transfers:
Unless otherwise specified in the applicable Pricing Supplement, transfers of a Book-Entry Note represented by a Global Note will be accomplished by book entries made by the Depositary and, in turn, by Participants (and in certain
cases, one or more indirect participants in the Depositary) acting on behalf of beneficial transferors and transferees of such Book-Entry Note.
Exchanges Upon Consolidation:
Unless otherwise specified in the applicable Pricing Supplement, the Issuing Agent may deliver to the Depositary and the CUSIP Service Bureau and Interactive Data Corporation at any time a written notice (at the addresses and in the
manner specified in the Letters of Representations) specifying (a) the CUSIP numbers of two or more Book-Entry Notes outstanding on such date that represent Book-Entry Notes having the same series and the same Fixed Rate Terms, Fixed Rate Reset
Terms, Fixed/Floating Rate Terms, Floating Rate Terms or Zero Coupon Terms, as the case may be (other than Original Issue Dates, which may differ), and for which interest has been paid to the same date; (b) a date, occurring at least 30 days
after such written notice is delivered and at least 30 days before the next Interest Payment Date for the Notes represented by such Book-Entry Notes, on which such Book-Entry Notes shall be exchanged for a single replacement Book- Entry Note; and
(c) a new CUSIP number to be assigned to such replacement Book-Entry Note. Upon receipt of such a notice, the Depositary will send to its Participants (including the Issuing Agent) a written reorganization notice to the effect that such
exchange will occur on such date. Prior to the specified exchange date, the Issuing Agent will deliver to the CUSIP Service Bureau written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date,
the CUSIP numbers of the Book-Entry Notes to be exchanged will no longer be valid.
On the specified exchange date, (i) if Book-Entry Notes represented by Master Global Note(s) are involved in the exchange, the Issuing Agent will exchange, on its records, such Book-Entry Notes for a single Book-Entry Note
bearing the new CUSIP number and a new Original Issue Date and the CUSIP numbers of the exchanged Book-Entry Notes will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned; and (ii) if Book-Entry
Notes represented by Individual Global Note(s) are involved in the exchange, the Issuing Agent will exchange such Individual Global Note(s) for a single Individual Global Note bearing the new CUSIP number and a new Original Issue Date.
Notwithstanding the foregoing, if the Book-Entry Notes to be exchanged for an Individual Global Note exceed $500,000,000 in aggregate principal amount, one replacement Individual Global Note will be authenticated and issued to represent $500,000,000
of principal amount of the exchanged Book-Entry Notes and an additional Individual Global Note or Notes will be authenticated and issued to represent any remaining principal amount of such Book-Entry Notes as specified under
“Denominations” above.
Repayment and Redemption:
The Issuing Agent will comply with the terms of the Letters of Representations with regard to redemptions or optional repayments of the Book-Entry Notes. If a Book-Entry Note evidenced by a Master Global Note is to be repaid or
redeemed in part, the Issuing Agent will exchange, on its records, such Book-Entry Note for two Book-Entry Notes, one of which shall represent the portion of the Book-Entry Note being redeemed or repaid and shall be canceled immediately after
issuance and the other of which shall represent the remaining portion of such Book-Entry Note and shall bear the CUSIP number or applicable identifier of the surrendered Book-Entry Note.
If a Book-Entry Note evidenced by an Individual Global Note is to be repaid or redeemed in part, the Issuing Agent will exchange such Individual Global Note for two Individual Global Notes, one of which shall represent the portion
of the Individual Global Note being redeemed or repaid and shall be canceled immediately after issuance and the other of which shall represent the remaining portion of such Individual Global Note and shall bear the CUSIP number or applicable
identifier of the surrendered Individual Global Note.
Price to Public:
Unless a discount or premium is agreed to and is set forth in a Pricing Supplement, each Note will be issued at 100% of its principal amount.
Original Issue Discount Securities:
Notes may be issued in the form of Original Issue Discount Notes as indicated in the applicable Pricing Supplement.
Interest:
Unless otherwise specified in the applicable Pricing Supplement, interest on each Note that bears interest will accrue at the fixed rate per annum applicable to the related Interest Period (as defined below) or Interest Periods or
at the rate per annum determined pursuant to the Base Rate applicable to the related Interest Period or Interest Periods. Each payment of interest on a Book-Entry Note will include interest accrued from and including the Original Issue Date (or
other specified date on which interest begins to accrue) or from and including the most recent Interest Payment Date to which interest has been paid or duly provided, as the case may be, to, but excluding, the Interest Payment Date or the Maturity
Date, as the case may be (each such interest accrual period, an “Interest Period”).
Interest will be payable to the person in whose name a Global Note representing a Book-Entry Note is registered at the Regular Record Date next preceding each Interest Payment Date; provided, however, that interest payable at
maturity or upon redemption of a Book-Entry Note will be payable to the person to whom the principal of such Book-Entry Note is payable. The first payment of interest on any Book-Entry Note originally issued after a Regular Record Date and on or
before an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered holder on such next succeeding Regular Record Date.
The Depositary will arrange for each pending deposit message, described under Settlement Procedure C below, to be transmitted to Standard & Poor’s Corporation, which will use the information in the message to include
certain terms of the related Book-Entry Note in the appropriate daily bond report published by Standard & Poor’s Corporation.
Notice of Interest Payments:
The Paying Agent will take all steps necessary for any Interest Payment Date on any Book-Entry Note together with the amount of interest then payable, as well as changes in the interest rates on all Floating Rate Book-Entry Notes
and Fixed/Floating Rate Book-Entry Notes (during the Floating Rate Period) as they occur from time to time, to be reported to Standard & Poor’s Corporation in the manner described in the Letters of
Representations.
Calculation of Interest:
Unless otherwise specified in the applicable Pricing Supplement, in the case of Fixed Rate Notes, interest (including payments for partial
periods) will be calculated and paid on the basis of a 360-day year of twelve 30-day months.
Unless otherwise specified in the applicable Pricing Supplement, in the case of Fixed Rate Reset Notes, interest (including payments for partial periods) will
be calculated and paid on the basis of a 360-day year of twelve 30-day months.
Unless otherwise specified in the applicable Pricing Supplement, in the case of Fixed/Floating Rate Notes, (a) during the Fixed Rate Period, interest will
be calculated and paid in the same way as for Fixed Rate Notes, and (b) during the Floating Rate Period, interest will be calculated and paid in the same way as for Floating Rate Notes.
Unless otherwise specified in the applicable Pricing Supplement, in the case of Floating Rate Notes (other than CORRA Notes and SOFR Notes), accrued interest from the date of issue or from the last date to which interest has been
paid or duly provided for to the date for which interest is being calculated is calculated by multiplying the face amount of the Floating Rate Note or Fixed/Floating Rate Note, as applicable, by the applicable accrued interest factor (the
“Accrued Interest Factor”). The Accrued Interest Factor is computed by adding together the interest factors calculated for each day from the date of issue, or from the last date to which interest has been paid or duly provided
for, to the date for which accrued interest is being calculated. The interest factor for each day is computed by dividing the interest rate in effect on that day by (1) the actual number of days in the year, in the case of Treasury Rate notes
or CMT Rate notes, or (2) 360, in the case of other floating rate notes. The interest rate (other than CORRA Notes and SOFR Notes) in effect on each day will be (i) if such day is an Interest Reset Date, the interest rate with respect to the
Interest Determination Date pertaining to such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date pertaining to the next preceding Interest Reset Date,
subject in either case to any maximum or minimum interest rate specified in the applicable Pricing Supplement. For CORRA Notes and SOFR Notes, accrued interest will be calculated as described in the Prospectus Supplement and applicable Pricing
Supplement.
On or before each Calculation Date (but in no event later than the Business Day prior to the Interest Payment Date), the Calculation Agent will determine the interest rate as described in the applicable Floating Rate Note or
Fixed/Floating Rate Note (during the Floating Rate Period) and notify the Company and the Paying Agent of such interest rate promptly after the determination is made. The Paying Agent will (no later than the Business Day prior to the Interest
Payment Date) determine the Accrued Interest Factor applicable to any such Floating Rate Note or Fixed/Floating Rate Note (during the Floating Rate Period). The Paying Agent will, upon the request of the holder of any Floating Rate Note or
Fixed/Floating Rate Note (during the Floating Rate Period), provide the interest rate then in effect and the interest rate which will become effective as a result of a determination made with respect to the most recent Interest Determination Date
with respect to such Floating Rate Note or Fixed/Floating Rate Note.
Payments of Principal and Interest:
Unless the applicable Pricing Supplement states otherwise, the following procedures shall apply with respect to the payments of principal and interest:
A. Payments of Interest Only. As soon as practicable after each Regular Record Date (in no event later than the Business Day prior to the following Interest Payment Date), the Issuing Agent will deliver to the Company and the
Depositary a written notice specifying by CUSIP number or applicable identifier the amount of interest to be paid on each Book-Entry Note on the following Interest Payment Date (other than an Interest Payment Date coinciding with the Maturity Date)
and the total of such amounts. No later than the Business Day prior to each Interest Payment Date, the Company will confirm with the Issuing Agent the amount payable on each such Book-Entry Note on such Interest Payment Date, and will advise the
Issuing Agent of the expected source of such funds. The Depositary will confirm the amount payable on each such Book-Entry Note on such Interest Payment Date by reference to the daily bond reports published by Standard & Poor’s
Corporation. On such Interest Payment Date, the Paying Agent will withdraw from the Company’s account and the Paying Agent in turn will pay to the Depositary, such total amount of interest due (other than at maturity or upon any redemption or
repayment), at the times and in the manner set forth below under “Manner of Payment.”
B. Payments at Maturity or Upon Any Redemption or Repayment. On or about the first Business Day of each month (but no event later than the Business Day prior to the following Interest Payment Date), the Issuing Agent will
deliver to the Company and the Depositary a written list of principal and any premium and interest (to the extent then determinable) to be paid on each Book-Entry Note maturing either at maturity or upon redemption in the following month. No later
than the Business Day preceding the Maturity Date of each such Book-Entry Note, the Issuing Agent, the Company and the Depositary will confirm the amounts of such principal and any premium and interest payments with respect to such Book-Entry Note,
and the Company will advise the Issuing Agent of the expected source of such funds. On such Maturity Date, the Paying Agent will withdraw from the Company’s account and in turn will pay to the Depositary, the principal amount of such
Book-Entry Note, together with any premium and interest due on such Maturity Date, at the times and in the manner set forth below under “Manner of Payment.” Promptly after payment to the Depositary of the principal and any premium and
interest due on the Maturity Date of any Book-Entry Note, the Issuing Agent will: (i) if such Book-Entry Note is represented by a Master Global Note, cancel, on its records, such Book-Entry Note, or (ii) if such Book-Entry Note is
represented by an Individual Global Note, cancel and destroy such Individual Global Note, in each case in accordance with the terms of the applicable Indenture, and deliver to the Company a certificate of cancellation or destruction. Upon request of
the Company from time to time, the Issuing Agent will deliver to the Company a written statement indicating the total principal amount of outstanding Book-Entry Notes as of the immediately preceding Business Day.
C. Manner of Payment. The total amount of principal and any premium and interest due on Book-Entry Notes on any Interest Payment Date or at maturity shall be paid by the Company to the Paying Agent, in funds available for use
by the Paying Agent as of 9:30 a.m., New York City time, on such date. With respect to payments of principal and any premium, the Paying Agent will pay by separate wire transfer (using Fedwire message entry instructions in a form previously
specified by the Depositary) to an account at the Federal Reserve Bank of New York previously specified by the Depositary, in funds available for immediate use by the Depositary, each payment of principal and premium, if any, due on a Book-Entry
Note on such date prior to 10:00 a.m., New York City time, on such date. With respect to payments of interest, the Paying Agent will make such payments to the Depositary in funds available for immediate use
by
the Depositary on each Interest Payment Date in accordance with existing arrangements between the Paying Agent and the Depositary. Thereafter on such date, the Depositary will pay, in accordance with its SDFS operating procedures
then in effect, such amounts in funds available for immediate use to the respective Participants in whose names such Notes are recorded in the book-entry system maintained by the Depositary. Such Participants will in turn pay the appropriate
portions thereof to the respective indirect participants and beneficial owners of the Book-Entry Notes. Neither the Company, the Issuing Agent, the Paying Agent nor the Trustee shall have any responsibility or liability for the payment by the
Depositary of the principal of, premium, if any, or interest on the Book-Entry Notes to such Participants, or for the payments by such Participants to the indirect participants and beneficial owners of the Book-Entry Notes.
D. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Participant, indirect participant in the
Depositary or other person responsible for forwarding payments and materials directly to the beneficial owner of such Note.
Exchange Rate for Notes Payable in a Currency Other Than U.S. Dollars:
For Notes payable in a currency other than U.S. dollars, the exchange agent identified in the applicable Global Note and/or the applicable Pricing Supplement will determine the applicable rate of exchange for payment in U.S. dollars
in the circumstances described in the Prospectus Supplement, or as may otherwise be described in the applicable Global Note and/or the applicable Pricing Supplement.
Acceptance and Rejection of Offers:
Each Agent shall have the right to reject any offer to purchase Notes received by it, in whole or in part. Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes from the Company received by
it that in such Agent’s judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any such offer in whole or in part.
Settlement:
The receipt of immediately available funds by the Company in payment for a Book-Entry Note and the authentication and delivery of such Note shall, with respect to such Note, constitute “settlement.” Offers accepted by
the Company will be settled two Business Days after such acceptance (“T+2”), or at a time as the purchaser and the Company shall agree, pursuant to the timetable for settlement under “Settlement Procedures” below. If
Procedures A and B of the Settlement Procedures with respect to a particular offer are not completed on or before the time set forth under the “Settlement Procedures Timetable,” such offer shall not be settled until the Business Day
following the completion of Settlement Procedures A and B or such later date as the purchaser and the Company shall agree.
Settlement Procedures:
Settlement Procedures with regard to each Book-Entry Note shall be as follows:
A. With respect to each Book-Entry Note sold to or through an Agent (unless otherwise
specified pursuant to a Terms Agreement), the Agent will advise the Treasury Department of the Company by telephone of the following settlement information with respect to each Book-Entry Note:
1. Series of such Note (viz., Series U or Series V).
2. Principal amount of such
Note.
3. Settlement Date
(Original Issue Date).
4. Maturity Date.
5. Fixed Rate Notes:
a) interest rate
Fixed Rate Reset Notes:
a) Initial Interest Rate;
b) Initial Reset Dates;
c) Reset Reference Rate;
d) Spread or Spread Multiplier, if
any;
e) maximum interest rate,
if any; and
f) minimum
interest rate, if any.
Fixed/Floating Rate
Notes:
with respect to Fixed Rate
Period:
a) Initial Interest
Rate
with respect to Floating Rate
Period:
a) Interest rate or
Base Rate applicable to each Interest Period;
b) Spread or Spread Multiplier, if any;
c) Interest Reset Dates;
d) Interest Determination Dates;
e) Interest Payment Dates;
f) Regular Record Dates;
g) Index Maturity;
h) maximum interest rate, if any;
and
i) minimum interest
rate, if any.
Floating Rate Notes:
a) interest rate or Base Rate
applicable to each Interest Period;
b) Initial Interest Rate;
c) Spread or Spread Multiplier, if any;
d) Interest Reset Dates;
e) Interest Determination Dates;
f) Interest Payment
Dates;
g) Regular Record
Dates;
h) Index Maturity;
i) maximum interest rate, if
any; and
j) minimum
interest rate, if any.
Original Issue Discount Notes:
a) original issue discount;
b) yield to maturity; and
c) whether the Note is subject to
the “Special Original Issue Discount Provisions” or is an Original Issue Discount Note for federal income tax purposes only.
6. Price to public of such Note.
7. Trade date.
8. Redemption Terms, if any.
9. Any terms that are different from or in addition to those set forth in the applicable Prospectus
Supplement and the Officers’ Certificate.
10. Denominations.
11. Agent’s name and commission.
12. Net proceeds to the
Company.
B. 1. The Company will advise the Issuing Agent of the above settlement
information and, if such
settlement information was received from an Agent as described above, the name of such Agent. Such information
shall be provided by the Company to the Issuing Agent in the form of an Authentication Certificate and shall state, in addition to the settlement information, the aggregate initial offering price of Notes of such series and of all Notes which will
have been issued on the settlement date.
2. In case of each Book-Entry Note sold to or through an Agent, the Company shall provide to the Agent a
copy of the applicable Pricing Supplement, and shall supply the Agent on or prior to the settlement date with an adequate supply of Prospectuses, Prospectus Supplements and Pricing Supplements.
3. The Company will file via EDGAR
the Pricing Supplement with the Commission in accordance with Rule 424 of the Commission.
In case of each Book-Entry Note sold to or through an Agent, one copy of the Pricing Supplement (along with a copy of the
cover letter, if any, sent to the SEC if a filing with the SEC was required) will be delivered or mailed to such Agent no later than the date on which such Pricing Supplement is filed with the Commission.
In addition, copies shall be sent to Squire Patton Boggs (US) LLP,
221 E. Fourth St., Cincinnati, Ohio 45202, Attention: James J. Barresi, and Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Daniel A. O’Shea.
C. The Issuing Agent will assign a CUSIP number to such Note and will telephone the Company
and advise the Company of such CUSIP number. The Company will obtain, or will arrange for the applicable Paying Agent to obtain, an ISIN and Common Code if the Notes also are clearing through Euroclear and/or Clearstream. The Issuing Agent will
communicate to the Depositary (which, in turn, will forward such information to Standard & Poor’s Corporation) and the Agent (if applicable), through the Depositary’s Participant Terminal System, a pending deposit message
specifying the following settlement information:
1. The information set forth in Settlement Procedure A.
2. Identification numbers of the
Participant accounts maintained by the Depositary on behalf of the Issuing Agent and the Agent.
3. Identification as a Fixed Rate Book-Entry Note, Fixed Rate Reset Book-Entry Note, Fixed/Floating Rate
Book-Entry Note, Floating Rate Book-Entry Note; Fixed Rate Original Issue Discount Book-Entry Note or Zero Coupon Book-Entry Note.
4. Initial Interest Payment Date for such Note, number of days by which such date succeeds the related
record date for purposes of the Depositary (which shall be the Regular Record Date or, in the case of Floating Rate Notes or Fixed/Floating Rate Notes (during the Floating Rate Period) which reset daily or weekly, the date five calendar days
preceding the Interest Payment Date) and, if then calculable, the amount of interest payable on such Interest Payment Date per $1,000 principal amount of Notes (which amount shall have been confirmed by the Issuing Agent).
5. CUSIP number, ISIN and Common
Code (as applicable) of such Note.
6. Whether such Note is represented by a Master Global Note.
D. If such Note is to be represented by an Individual Global Note, the Company will
complete and deliver to the Issuing Agent an Individual Global Note representing such Note in a form that has been approved by the Company, the Agents and the Trustee.
E. If such Note is to be represented by an Individual Global Note, the Issuing Agent will authenticate
the Individual Global Note representing such Note, and will advise the Company of the issuance and authentication of such Individual Global Note.
If such Note is to be represented by a Master Global Note, the Issuing Agent will complete the Master Global Note as it relates to such
Note by making appropriate entries in its records to evidence the Company’s obligations under such Master Global Note.
F. The Depositary will credit such Note to the Participant account of the Issuing Agent maintained by the
Depositary.
G. The Issuing Agent will
enter an SDFS deliver order through the Depositary’s Participant Terminal System (or take equivalent action if the Depositary is not DTC) instructing the Depositary (i) to debit such Note to the Issuing Agent’s Participant account
and credit such Note to the Participant account of the Agent, or the customer (as applicable), maintained by the Depositary and (ii) to debit the settlement account of the
Agent, or the customer (as applicable), and credit the settlement account of the Issuing Agent maintained by the
Depositary, in an amount equal to the price of such Note less such Agent’s commission (in case such Note is sold to or through an Agent). Any entry of such a deliver order shall be deemed to constitute a representation and warranty by the
Issuing Agent to the Depositary that (i) such Note as evidenced by a Global Note has been issued and authenticated and (ii) the record and evidence of such Note is being held by the Issuing Agent.
H. In case such Note is sold to or through
an Agent, unless the Agent is the end purchaser of such Note, the Agent will enter an SDFS deliver order through the Depositary’s Participant Terminal System (or take equivalent action if the Depositary is not DTC) instructing the Depositary
(i) to debit such Note to the Agent’s participant account and credit such Note to the Participant account of the Participants maintained by the Depositary and (ii) to debit the settlement accounts of such Participants and credit the
settlement account of the Agent maintained by the Depositary, in an amount equal to the price to public of such Note.
I. Transfers of funds in accordance with SDFS deliver orders or equivalent actions described in
Settlement Procedures G and H will be settled in accordance with SDFS operating procedures in effect on the Settlement Date.
J. The Issuing Agent will cause to be credited to the Company’s account at Deutsche Bank
Trust Company Americas funds available for immediate use in the amount transferred to the Company in accordance with Settlement Procedure G.
K. In case such Note is sold to or through an Agent, unless the Agent is the end purchaser of such Note, the
Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participant with respect to such Note, a confirmation order through the Depositary’s Participant Terminal System or equivalent actions by mailing a
written confirmation to such purchaser.
Settlement Procedures Timetable:
For orders of Book-Entry Notes accepted by the Company, Settlement Procedures “A” through “K” set forth above shall be completed as soon as possible but not later than the respective times (New York City
time) set forth below.
Settlement
Procedure
Time
A-B 11:00
a.m. on the trade date
C 2:00 p.m. on the
trade date
D 3:00 p.m.
on the Business
Day before Settlement Date
E 9:00 a.m. on
Settlement Date
F 10:00 a.m. on
Settlement Date
G-H 2:00
p.m. on Settlement Date
I 4:45 p.m. on
Settlement Date
J-K 5:00
p.m. on Settlement Date
If a sale is to be settled more than one Business Day after the trade date, Settlement Procedures A, B and C shall be completed prior to the
specified times on the first Business Day after such trade date. In connection with a sale which is to be settled more than one Business Day after the trade date, if the Initial Interest Rate for a Floating Rate Book-Entry Note or a Fixed/Floating
Rate Book-Entry Note (during the Floating Rate Period) is not known at the time that Settlement Procedure A is completed, Settlement Procedures B and C shall be completed as soon as such rates have been determined, but no later than 11:00 a.m. and
2:00 p.m., New York City time, respectively, on the Business Day before the Settlement Date. Settlement Procedure I is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS
or equivalent operating procedures in effect on the settlement date.
If settlement
of a Book-Entry Note is rescheduled or canceled, the Issuing Agent will deliver to the Depositary, through the Depositary’s Participant Terminal System or equivalent system, a cancellation message to such effect by no later than 2:00 p.m., New
York City time, on the Business Day immediately preceding the scheduled Settlement Date.
Failure to Settle:
If the Issuing Agent has not entered an SDFS deliver order or taken an equivalent action with respect to a Book-Entry Note pursuant to Settlement Procedure G, then, upon written request of the Company, the Issuing Agent shall
deliver to the Depositary, through the Depositary’s Participant Terminal System or equivalent system, as soon as practicable, a withdrawal message instructing the Depositary to debit such Note to the Participant account of the Issuing Agent
maintained at the Depositary. The Depositary will process the withdrawal message, provided that such Participant account contains a principal amount of the Book-Entry Note that is at least equal to the principal amount to be debited. If withdrawal
messages are processed with respect to all the Book-Entry Notes represented by an Individual Global Note, the Issuing Agent will mark such Individual Global Note “canceled,” make appropriate entries in its records, destroy such canceled
Individual Global Note and send a certificate of destruction to the Treasury Department of the Company; if withdrawal messages are processed with respect to all the Book-Entry Notes represented by a Master Global Note, the Issuing Agent will make
appropriate entries in its records and send a certificate of cancellation to the Treasury Department of the Company. The CUSIP number or applicable identifier assigned to such Book-Entry Note shall, in accordance with applicable procedures, be
canceled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Book-Entry Notes represented by an Individual Global Note, the Issuing Agent will exchange such Individual Global Note for two Individual
Global Notes, one of which shall represent the Book-Entry Notes for which withdrawal messages are processed and shall be canceled and destroyed immediately after issuance, and the other of which shall represent the other Book-Entry Notes previously
represented by the surrendered Individual Global Note and shall bear the CUSIP number or applicable identifier of the surrendered Individual Global Note; if withdrawal messages are processed with respect to a portion of the Book-Entry Notes
represented by a Master Global Note, the Issuing Agent will make appropriate entries in its records and remaining portion of such Book-Entry Notes shall bear the same CUSIP number or applicable
identifier.
In case the Book-Entry Notes are sold to or through an Agent, if the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person,
including an indirect participant in the Depositary, acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through the Depositary’s Participant Terminal System debiting such Note
to such Agent’s Participant Account or take equivalent action and crediting such Note to the Participant Account of the Issuing Agent and shall notify the Trustee and the Company thereof. Thereafter, the Issuing Agent (i) will immediately
notify the Company, once the Issuing Agent has confirmed that such Note has been so credited, and the Company shall transfer to such Agent an amount equal to the amount previously credited to the Company’s account for such Note pursuant to
Settlement Procedure J and (ii) will deliver the withdrawal message and the Issuing Agent thereupon will take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the
applicable Agent to perform its obligations hereunder or under the Distribution Agreement between such Agent and the Company, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the
funds were credited to the account of the Company.
Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, the Depositary may take any actions in accordance with its SDFS or equivalent operating procedures then in effect.
Procedure for Changing Rates or Other Variable Terms:
When a decision has been reached to change the interest rate or any other variable term on any Notes being sold by the Company, in case such Notes are sold to or through an Agent, the Company will promptly advise the Agents and the
Agents will forthwith suspend solicitation of offers to purchase such Notes. The Agents will telephone the Company with recommendations as to the changed interest rates or other variable terms. At such time as the Company advises the Agents of the
new interest rates or other variable terms, the Agents may resume solicitation of offers to purchase such Notes. Until such time only “indications of interest” may be recorded. Immediately after acceptance by the Company of an offer to
purchase at a new interest rate or new variable term, the Company, the Agent and the Issuing Agent shall follow the procedures set forth under “Settlement Procedures” above.
Suspension of Solicitation; Amendment or Supplement:
Subject to its representations, warranties and covenants contained in the Distribution Agreement, in case the Notes are sold to or through an
Agent, the Company may instruct the Agents to suspend solicitation of purchases of Notes at any time. Upon receipt of such instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the
Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement, the Prospectus or the applicable Prospectus Supplement relating to the Notes (other than to
change interest rates or other variable terms with respect to the offering of the Notes through a Pricing Supplement), it will promptly advise the Agents and the Issuing Agent and a reasonable time in advance of filing will furnish the Agents, the
Issuing Agent and their respective counsel with copies of the proposed amendment or supplement.
In the event that at the time the solicitation of offers to purchase from the Company is suspended (other than to change interest rates or other variable
terms) there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Issuing Agent whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or
supplemented as in effect at the time of suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the
Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered.
Delivery of Prospectus:
A copy of the most recent Prospectus and Prospectus Supplement and of the applicable Pricing Supplement must accompany or precede the earlier of (a) the written confirmation of a sale of a Book-Entry Note sent to its purchaser
or (b) the payment for such Note by its purchaser.
Authenticity of Signatures:
The Agents will have no obligations or liability to the Company, the Issuing Agent or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company, the Issuing Agent or the Trustee on
any Note.
Issuing Agent, Trustee and Paying Agent Not to Risk Funds:
Nothing herein shall be deemed to require the Issuing Agent, Trustee or Paying Agent to risk or expend its own funds in connection with any payment to the Company, the Agents or the Depositary, it being understood that payments by
the Issuing Agent, Trustee or Paying Agent hereunder shall be made only to the extent funds are provided to the Issuing Agent, Trustee or Paying Agent, as the case may be, for such purpose.
EX-4.1
EX-4.1
Filename: d150964dex41.htm · Sequence: 3
EX-4.1
Exhibit 4.1
KEYCORP
Senior
Medium-Term Notes, Series U
Officers’ Certificate and Company Order
Pursuant to the Indenture dated as of June 10, 1994, as supplemented by the First Supplemental Indenture, dated as of November 14,
2001, the Second Supplemental Indenture, dated as of November 13, 2013, and the Third Supplemental Indenture, dated as of May 23, 2022, relating to unsecured and unsubordinated notes (as so amended, and as may be further amended or
supplemented from time to time, collectively, the “Indenture”) between KeyCorp, an Ohio corporation (the “Company”), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), and resolutions adopted by
the Company’s Board of Directors on May 13, 2026, this Officers’ Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture,
to establish the forms of the Securities of such series in accordance with Section 201 of the Indenture, and to establish the procedures for the authentication and delivery of specific Securities from time to time pursuant to Section 303
of the Indenture. As authorized by the Indenture, this Officers’ Certificate and Company Order has the same effect as, and is being used in lieu of, a supplemental indenture thereto.
All conditions precedent provided for in the Indenture relating to the establishment of (i) a series of Securities, (ii) the forms
of such series of Securities, and (iii) the procedures for the authentication and delivery of such series of Securities have been complied with.
The Company has filed a registration statement on Form S-3ASR (No.
333-296536), including a prospectus, and a prospectus supplement pursuant to Rule 424 under the Securities Act (the “Prospectus Supplement”), with the Commission, relating to the Notes (as defined
below). If the Company files any further registration statement, including a corresponding base prospectus, and a corresponding prospectus supplement for the purpose of registering the Notes under the Securities Act, then, after such filings, all
references to the “Prospectus Supplement” shall be deemed to refer to such further prospectus supplement. In connection with each issuances of Notes, the Company will prepare a pricing supplement to the Prospectus Supplement in
substantially the form attached hereto as Exhibit G (each, a “Pricing Supplement”), or in such other form as may be approved by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, the Chief
Financial Officer, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, or any other officer of the Company customarily performing functions similar to those performed by any of the above designated
officers (each, an “Authorized Officer”).
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
A. Establishment of Series pursuant to Section 301 of the
Indenture.
There is hereby established pursuant to Section 301 of the Indenture a series of Securities which shall have the
following terms (the numbered clauses set forth below correspond to the numbered subsections of Section 301 of the Indenture):
(1)
The Securities of such series shall bear the title “Senior Medium-Term Notes, Series U” (referred to herein as the “Notes”).
(2) The aggregate principal amount of the Notes of such series to be issued pursuant to this
Officers’ Certificate is unlimited.
(3) (a) Each Note within such series shall mature on a date 9 months or more from its date
of issue as specified in such Note and in the applicable Pricing Supplement; provided, however, that no Commercial Paper Rate Note (as defined below) shall mature less than 9 months and 1 day from its date of issue. If the Maturity Date of
any Note or the Interest Payment Date of any Note (other than a Floating Rate Note (as defined below)) specified in the applicable Pricing Supplement is a day that is not a Business Day, interest, principal and premium, if any, will be paid on the
next day that is a Business Day with the same force and effect as if made on such specified Maturity Date or Interest Payment Date, as applicable, and no interest on that payment will accrue for the period from and after such specified Maturity Date
or Interest Payment Date, as applicable. With respect to the Notes of this series, unless otherwise defined in the Pricing Supplement, “Business Day” means, unless the applicable Pricing Supplement specifies otherwise, (i) for SOFR
Notes, any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in U.S. government securities; (ii) for Notes denominated in a specified currency other than U.S. dollars or the euro, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are
generally authorized or obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the principal financial center of the country of the relevant specified currency (if
other than New York City); (iii) for Notes denominated in the euro or with a base rate of EURIBOR, any day that is not a Saturday or Sunday and that is not a day that banking institutions in London are generally authorized or obligated by law or
executive order to close, and is also a day on which the Trans-European Automated Real Time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007 (or any successor
or replacement for that system) is open for settlement of payment in the euro (a “T2 Business Day”); and (iv) in all other instances, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New
York City are generally authorized or obligated by law or executive order to close.
Unless otherwise specified in the
applicable Pricing Supplement, the principal financial center of any country for the purpose of the foregoing definition is (1) the capital city of the country issuing the specified currency, or (2) the capital city of the country to which
the designated currency relates, as applicable, except, in the case of (1) or (2) above, that with respect to United States dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South African rand and Swiss francs, the
“principal financial center” shall be the City of New York and (solely in the case of the specified currency) Sydney, Toronto, Brussels, Wellington, Johannesburg and Zurich, respectively.
-2-
(b) If specified in the applicable Pricing Supplement that the Notes
are “Renewable Notes”, the Renewable Notes will mature on an interest payment date as specified in the applicable Pricing Supplement (the “initial maturity date”), unless the maturity of all or any portion of the principal
amount is extended as described below. On the interest payment dates in June and December each year (unless different interest payment dates are specified in the Pricing Supplement), which are “election dates”, the maturity of the
Renewable Notes will be extended to the interest payment date occurring 12 months after the election date, unless the holder elects to terminate the automatic extension of the maturity of the Renewable Notes or any portion having a principal amount
of $2,000 or any multiple of $1,000 in excess thereof. To terminate, notice has to be delivered to the paying agent not less than nor more than the number of days specified in the applicable Pricing Supplement prior to the related election date. The
option may be exercised with respect to less than the entire principal amount of the Renewable Notes so long as the principal amount for which the option is not exercised is at least $2,000 or any larger amount that is an integral multiple of
$1,000. The maturity of the Renewable Notes may not be extended beyond the final maturity date that is set forth in the applicable Pricing Supplement. If the holder elects to terminate the automatic extension of the maturity and the election is not
revoked, then the portion of the Renewable Note for which election was made will become due and payable on the interest payment date, unless another date is set forth in the Pricing Supplement, falling six months after the election date prior to
which the holder made such election. An election to terminate the automatic extension of maturity may be revoked as to any portion of the Renewable Notes having a principal amount of $2,000 or any multiple of $1,000 in excess thereof by delivering a
notice to the paying agent on any day following the effective date of the election to terminate the automatic extension and prior to the date 15 days before the date on which the portion would have matured.
(c) If specified in the applicable Pricing Supplement that the Notes are “Extendible Notes”, the Company has
the option to extend the stated maturity of such Extendible Notes for an extension period. Such an extension period is one or more periods of one to five whole years, up to but not beyond the final maturity date described in the related Pricing
Supplement. The Company may exercise its option to extend the Extendible Note by notifying the applicable trustee (or any duly appointed paying agent) at least 50 but not more than 60 days prior to the then effective maturity date. If the Company
elects to extend the Extendible Note, the Trustee (or paying agent) will mail (at least 40 days prior to the maturity date) to the registered holder of the Extendible Note a notice (“Extension Notice”) informing the holder of its
election, the new maturity date and any updated terms. Upon the mailing of the Extension Notice, the maturity of such Extendible Note will be extended automatically as set forth in the Extension Notice. However, the Company may, not later than 20
days prior to the maturity date of an Extendible Note (or, if such date is not a Business Day, on the immediately succeeding Business Day), at its option, establish a higher interest rate, in the case of a Fixed Rate Note, or a higher spread and/or
spread multiplier, in the case of a Floating Rate Note, for the extension period by mailing or causing the Trustee (or paying agent) to mail notice of such higher interest rate or higher spread and/or spread multiplier to the holder of the
Extendible Note. The notice will be irrevocable. If the Company elects to extend the maturity of an Extendible Note, the holder of the Note will have the option to instead elect repayment of the Note by the Company on the then effective maturity
date. In order for an Extendible Note to be so repaid on the maturity date, the Company must receive, at least 25 days but not more than 35 days prior
-3-
to the maturity date: (i) the Extendible Note with the form “Option to Elect Repayment” on the reverse of the Extendible Note duly completed; or (ii) a facsimile
transmission, telex or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or a commercial bank or trust company in the United States setting forth the name of the
holder of the Extendible Note, the principal amount of the Extendible Note, the principal amount of the Extendible Note to be repaid, the certificate number or a description of the tenor and terms of the Extendible Note, a statement that the option
to elect repayment is being exercised thereby and a guarantee that the Extendible Note to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the Extendible Note, will be received by
the Trustee (or paying agent) not later than the fifth Business Day after the date of the facsimile transmission, telex or letter; provided, however, that the facsimile transmission, telex or letter will only be effective if the Trustee or paying
agent receives the Extendible Note and form duly completed by that fifth business day. A holder of an Extendible Note may exercise this option for less than the aggregate principal amount of the Extendible Note then outstanding if the principal
amount of the Extendible Note remaining outstanding after repayment is an authorized denomination.
(4) Each Note within such series that
bears interest will bear interest at (a) a fixed rate (the “Fixed Rate Notes”), (b) a floating rate determined by reference to one or more Base Rates (as defined below), which may be adjusted by a Spread and/or Spread Multiplier
(each as defined below) (the “Floating Rate Notes”), (c) a specified fixed rate for a specified portion of its term and then reset such fixed rate to a fixed rate determined by reference to a reset reference rate, which may be adjusted
by a Spread and/or Spread Multiplier, at specified intervals for the remainder of its term (the “Fixed Rate Reset Notes”), (d) a specified fixed rate for a specified portion of its term and then bear interest at a floating rate, as
determined by reference to one or more Base Rates, which may be adjusted by a Spread and/or Spread Multiplier, for the remainder of its term (the “Fixed Rate/Floating Rate Note”), or (e) an indexed rate (the “Indexed
Notes”). Notes within such series may also be issued as “Zero Coupon Notes” which do not provide for any periodic payments of interest. Notes may be issued as discount notes (the “Discount Notes”) at a discount from the
principal amount thereof due at the stated maturity as specified in the applicable Pricing Supplement. Any Floating Rate Note, Fixed Rate Reset Note or Fixed Rate/Floating Rate Note may also have either or both of the following as set forth in the
applicable Pricing Supplement: (i) a maximum interest rate limitation, or ceiling, on the rate at which interest will accrue during any Interest Reset Period (as defined below); and (ii) a minimum interest rate limitation, or floor, on the
rate at which interest will accrue during any Interest Reset Period. The interest rate on a Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application and
will in no event be lower than zero. Under present New York law, the maximum rate of interest, with certain exceptions, is 16% per annum on a simple interest basis for securities in which less than $250,000 has been invested and 25% per annum on a
simple interest basis for securities in which $250,000 or more has been invested. This limit may not apply to Notes in which $2,500,000 or more has been invested. The applicable Pricing Supplement may designate any of the following interest rate
bases or formulas (“Base Rates”) as applicable to each Floating Rate Note or Fixed Rate/Floating Rate Note: (a) the Compounded Canadian Overnight Repo Rate Average (“CORRA”), in which case such Note will be a
“CORRA Note”; (b) the Constant Maturity Treasury Rate (“CMT Rate”), in which case such Note will be a “CMT Rate Note”; (c) the Commercial Paper Rate, in which case such Note will be
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a “Commercial Paper Rate Note”; (d) Euro Interbank Offered Rate (“EURIBOR”), in which case such Note will be a “EURIBOR Note”; (e) the Federal Funds Rate, in
which case such Note will be a “Federal Funds Rate Note”; (f) the Prime Rate, in which case such Note will be a “Prime Rate Note”; (g) Compounded Secured Overnight Financing Rate (“SOFR”) or Compounded SOFR Index,
in either of which case such Note will be a “SOFR Note”; (h) the Treasury Rate, in which case such Note will be a “Treasury Rate Note”; or (i) one or more other Base Rates.
The interest rate on each Floating Rate Note for each interest period, or Fixed Rate/Floating Rate Note for each interest period during the
floating rate period will be determined by reference to the applicable Base Rates specified in the applicable Pricing Supplement for such interest period, plus or minus the applicable Spread, if any, or multiplied by the applicable Spread
Multiplier, if any. The “Spread” is the number of basis points, each one-hundredth of a percentage point, specified in the applicable Pricing Supplement to be added or subtracted from the Base Rate
for a Floating Rate Note. The “Spread Multiplier” is the percentage specified in the applicable Pricing Supplement to be applied to the Base Rate for a Floating Rate Note.
Each Note that bears interest will bear interest from and including its date of issue or from and including the most recent Interest Payment
Date to which interest on such Note (or one or more predecessor Notes) has been paid or duly provided for (i) at the fixed rate per annum applicable to the related interest period, (ii) at the rate determined pursuant to the applicable
index, or (iii) at a rate per annum determined pursuant to the Base Rates applicable to the related interest period or interest periods, in each case as specified therein and in the applicable Pricing Supplement, until the principal thereof is
paid or made available for payment. Interest will be payable on each Interest Payment Date and at maturity or upon redemption or repayment. The first payment of interest on any Note originally issued after a Regular Record Date and on or before an
Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered holder on such next succeeding Regular Record Date. Interest rates and Base Rates are subject to change by the
Company from time to time but no such change will affect any Note theretofore issued or which the Company has agreed to issue. Unless otherwise specified in the applicable Pricing Supplement, the “Interest Payment Dates” and the
“Regular Record Dates” for Fixed Rate Notes, Floating Rate Notes, Fixed Rate Reset Notes and Fixed Rate/Floating Rate Notes shall be as described below under “Fixed Rate Notes,” “Floating Rate Notes,” “Fixed
Rate Reset Notes” and “Fixed Rate/Floating Rate Notes,” respectively.
The applicable Pricing Supplement will specify
among other things: (i) the issue price, Interest Payment Dates and Regular Record Dates; (ii) with respect to any Fixed Rate Note, the interest rate; (iii) with respect to any Indexed Note, the index; (iv) with respect to any
Floating Rate Note, Fixed Rate Reset Note or Fixed Rate/Floating Rate Note, the applicable Initial Interest Rate (as defined below), the method (which may vary from interest period to interest period) of calculating the interest rate applicable to
each interest period (including, if applicable, the Spread and/or Spread Multiplier, the Interest Determination Dates (as defined below), the Interest Reset Dates and any minimum or maximum interest rate limitations); (v) whether such Note is a
Discount Note; and (vi) any other terms related to interest on the Notes.
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Fixed Rate Notes.
Each Fixed Rate Note (except a Zero Coupon Note), whether or not issued as a Discount Note, will bear interest at the annual rate specified
therein and in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the Interest Payment Dates for the Fixed Rate Notes will be on June 15 and December 15 of each year and at maturity or upon
redemption or repayment and the Regular Record Dates for the Fixed Rate Notes will be June 1 and December 1, respectively. Unless otherwise specified in the applicable Pricing Supplement, each interest payment on a Fixed Rate Note will
include interest accrued from, and including, the issue date or the last Interest Payment Date, as the case may be, to, but excluding, the following Interest Payment Date, the Maturity Date, Redemption Date or Repayment Date, as the case may be.
Except as otherwise provided in the applicable Pricing Supplement, interest on Fixed Rate Notes will be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that the Maturity Date, Redemption Date, Repayment Date or any Interest Payment Date for a Fixed Rate Note is not a Business Day, principal, premium, if any, and interest will be paid on the next day that is a Business Day, and
no additional interest or other payment will accrue as a result of such delayed payment.
A Fixed Rate Note may pay amounts in respect of
both interest and principal amortized over the life of the Note (an “Amortizing Note”). Unless otherwise specified in the applicable Pricing Supplement, payments of principal and interest on Amortizing Notes will be made semiannually on
each June 15 and December 15, and the Regular Record Date will be June 1 and December 1, respectively. Payments on Amortizing Notes will be applied first to interest due and payable and then to the reduction of unpaid principal
amount.
Floating Rate Notes.
Unless otherwise specified in the applicable Pricing Supplement and except as provided below, interest on Floating Rate Notes will be payable
on the following Interest Payment Dates: in the case of Floating Rate Notes with interest payable monthly, on the third Wednesday of each month of each year; in the case of Floating Rate Notes with interest payable quarterly, on the third Wednesday
of March, June, September and December of each year; in the case of Floating Rate Notes with interest payable semiannually, on the third Wednesday of the two months of each year specified in the applicable Pricing Supplement; and in the case of
Floating Rate Notes with interest payable annually, on the third Wednesday of the month of each year specified in the applicable Pricing Supplement. Interest will also be paid at maturity or upon redemption or repurchase. Unless otherwise specified
in the applicable Pricing Supplement, the Regular Record Dates for the Floating Rate Notes will be the day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date. In the event that any Interest Payment Date (other
than any Interest Payment Date that is the Maturity Date, a Redemption Date or a Repayment Date) for any Floating Rate Note is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day, provided that,
for SOFR, CORRA and EURIBOR Notes, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be advanced to the immediately preceding Business Day, and, in each case, the related Interest Periods also will be
adjusted for such non-Business Days. If the Maturity Date or a Redemption Date or Repayment Date is not a Business Day, principal, premium, if any, and interest payable on such date will be paid on the next
succeeding Business Day, and no interest or other payment will accrue as a result of such delay.
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For CORRA Notes and SOFR Notes, the interest rate will be reset as set forth below under
“—CORRA Notes” and “—SOFR Notes,” respectively. Each period from, and including, the last interest reset date (or, in the case of the first interest reset period, the issue date) to, but excluding, the next
interest reset date (or, in the case of the final interest reset period, the Maturity Date or earlier Redemption or Repayment Date) is referred to as an “Interest Reset Period,” and the date on which each such reset occurs is referred to
as an “Interest Reset Date.” Unless otherwise specified in the applicable Pricing Supplement, except for CORRA Notes and SOFR Notes, the rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly,
semi-annually, annually or on some other basis, as specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the Interest Reset Date will be as follows: in the case of Floating Rate Notes which
are reset daily, each Business Day; in the case of Floating Rate Notes (other than Treasury Rate Notes) which are reset weekly, the Wednesday of each week; in the case of Floating Rate Notes that are Treasury Rate Notes which are reset weekly, the
Tuesday of each week (except if the auction date falls on a Tuesday, then the next Business Day, as provided below); in the case of Floating Rate Notes which are reset monthly, the third Wednesday of each month; in the case of Floating Rate Notes
which are reset quarterly, the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes which are reset semi-annually, the third Wednesday of the two months of each year which are six months apart, as
specified in the applicable Pricing Supplement; and in the case of Floating Rate Notes which are reset annually, the third Wednesday of the month of each year specified in the applicable Pricing Supplement.
The interest rate in effect from the date of issue to the first Interest Reset Date with respect to a Floating Rate Note (the “Initial
Interest Rate”) will be as specified in the applicable Pricing Supplement. Thereafter, the interest rate will be the rate determined on each Interest Determination Date. If any Interest Reset Date for any Floating Rate Note would otherwise be
a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, provided that, for SOFR, CORRA and EURIBOR Notes, if such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.
Unless otherwise specified in the applicable Pricing Supplement, the
interest rate determined with respect to any Interest Determination Date will become effective on and as of the next succeeding Interest Reset Date or, in the case of CORRA Notes and SOFR Notes, with respect to the relevant interest period as set
forth below under “—CORRA Notes” and “—SOFR Notes,” respectively, or, in each case, as set forth in the applicable Pricing Supplement. As used herein, “Interest Determination Date” means the date as of
which the new interest rate is determined for a particular Interest Reset Date, based on the applicable interest rate basis or formula as of that Interest Determination Date and calculated on the related Calculation Date. The “Calculation
Date” is the date by which the calculation agent will determine the new interest rate that became effective on a particular Interest Reset Date based on the applicable interest rate basis or formula on the Interest Determination Date. The
Interest Determination Date for all Floating Rate Notes (except CORRA Notes, EURIBOR Notes, SOFR Notes and Treasury Rate Notes) will be the second Business Day before the Interest Reset Date. Unless otherwise specified in the applicable Pricing
Supplement, the Interest Determination Date in the case of SOFR Notes will be as set forth below under “—SOFR Notes” or in the applicable Pricing Supplement. For CORRA Notes, the Interest Determination Date will be as set forth
below under “—CORRA Notes” or in the applicable Pricing Supplement. For EURIBOR Notes, the Interest Determination Date will be the second T2 Business Day before the applicable Interest Reset Date.
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The Interest Determination Date for Treasury Rate Notes will be the day of the week in which
the Interest Reset Date falls on which Treasury bills of the same index maturity are normally auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held
on Tuesday. Sometimes, the auction is held on the preceding Friday. If an auction is held on the preceding Friday, that day will be the Interest Determination Date relating to the Interest Reset Date occurring in the next week. If an auction date
falls on any interest reset date, then the Interest Reset Date will instead be the first Business Day immediately following the auction date.
Each interest payment on a Floating Rate Note will include interest accrued during the period from, and including, the last Interest Payment
Date (or, in the case of the first interest period, the issue date) to, but excluding, the next Interest Payment Date (or, in the case of the final interest period, the Maturity Date or earlier Redemption or Repayment Date) (each such period, an
“interest period”). Accrued interest on a Floating Rate Note (other than CORRA Notes and SOFR Notes) will be calculated by multiplying the principal amount of a Note by an accrued interest factor (the “Accrued Interest
Factor”). The Accrued Interest Factor is the sum of the interest factors calculated for each day in the period for which accrued interest is being calculated. The interest factor for each day is computed by dividing the interest rate in effect
on that day by (1) the actual number of days in the year, in the case of Treasury Rate Notes or CMT Rate Notes, or (2) 360, in the case of other applicable Floating Rate Notes. All percentages resulting from any calculation are rounded to the
nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward. For example, 9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655). All
currency amounts used in or resulting from such calculation will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded
upward). For CORRA Notes and SOFR Notes, accrued interest will be calculated as described below under “—CORRA Notes” and “—SOFR Notes,” respectively.
Unless otherwise specified in the applicable Pricing Supplement, KeyBank National Association will be the “calculation agent”.
Unless otherwise specified in the applicable Pricing Supplement, the “calculation date”, if applicable, pertaining to any Interest Determination Date on a Floating Rate Note will be the earlier of (i) the tenth calendar day after
such Interest Determination Date, or, if any such day is not a Business Day, the next succeeding Business Day, and (ii) the Business Day immediately preceding the relevant Interest Payment Date, or the Maturity Date, as the case may be;
provided that for CORRA Notes and SOFR Notes, the calculation agent will determine the interest rate with respect to any interest period as soon as reasonably practicable on or after the Interest Determination Date for such interest period and prior
to the relevant Interest Payment Date.
CORRA Notes. CORRA Notes will bear interest at the interest rates, calculated with
reference to the Canadian Overnight Repo Rate Average, commonly referred to as CORRA, and the Spread and/or Spread Multiplier, if any, specified in the CORRA Notes and in the applicable Pricing Supplement. CORRA Notes will be subject to the minimum
and the maximum interest rate, if any.
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Unless the applicable Pricing Supplement specifies otherwise, the interest rate for each
relevant interest period will be determined by the calculation agent on each Interest Determination Date relating to a Floating Rate Note for which the interest rate is determined with reference to CORRA (a “CORRA Interest Determination
Date”), at a Base Rate equal to compounded daily CORRA (“compounded CORRA”), calculated as described below or by any other method of calculation specified in the applicable Pricing Supplement. The CORRA Interest Determination Date
for a CORRA Note means the day that is the number of Toronto banking days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant interest period, as specified in the applicable Pricing
Supplement. Unless the applicable Pricing Supplement specifies otherwise, the CORRA Interest Determination Date for each interest period will be two Toronto banking days preceding the applicable Interest Payment Date (or Maturity Date, Redemption
Date, or Repayment Date).
The amount of interest accrued and payable on the CORRA Notes for each interest period will be calculated by
the calculation agent and will be equal to the product of (i) the outstanding principal amount of the CORRA Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the
relevant interest period multiplied by (b) the quotient of the actual number of calendar days in such interest period divided by 365.
The calculation agent will determine compounded CORRA for each applicable interest period in accordance with the formula below, and with
respect to the observation period relating to such interest period. Compounded CORRA, the interest rate and accrued interest for each interest period will be determined by the calculation agent in arrears for each applicable interest period as soon
as reasonably practicable on or after the last day of the applicable observation period related to such interest period and prior to the relevant Interest Payment Date. The calculation agent will notify the Company of compounded CORRA and such
interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the Business Day immediately prior to the Interest Payment Date.
Compounded CORRA Notes with Observation Shift
“Compounded CORRA” means, for any observation period, the rate of return of a daily compounded interest investment calculated in
accordance with the following formula, with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.00000005 being rounded upwards:
where:
“d” for any observation period, means the number of calendar days in the relevant observation period;
“d0” for any observation period, is the number of Toronto
banking days in the relevant observation period;
“i” means a series of whole numbers from one to d0, each representing the relevant Toronto banking day in chronological order from, and including, the first Toronto banking day in the relevant observation period;
“ni” for any Toronto banking day “i” in
the relevant observation period, means the number of calendar days from, and including, such Toronto banking day “i” to, but excluding, the following Toronto banking day (which is “i” + 1);
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“CORRAi”
means, in respect of any Toronto banking day “i” in the relevant observation period, a reference rate equal to the daily Canada Overnight Repo Rate Average for such Toronto banking day, as published by the Bank of Canada, as the
administrator of CORRA (or any successor administrator of CORRA), on the website of the Bank of Canada or any successor website, or such other source or page as is specified in the applicable Pricing Supplement or, if the Bank of Canada’s
website or such other source or page as is specified in the applicable Pricing Supplement, as applicable, is unavailable, as otherwise published by such authorized distributors (in each case, at approximately 11:00 a.m., Toronto time (or such other
time as is specified in the applicable Pricing Supplement)), on the immediately following Toronto banking day, which is Toronto banking day “i”+ 1;
“observation period” means, in respect of each observation period, the period from, and including, the date that is two Toronto
banking days (or such other number of Toronto banking days as the Company may specify in the applicable Pricing Supplement) preceding the first date in such interest period to, but excluding, the date that is two Toronto banking days (or such other
number of Toronto banking days as the Company may specify in the applicable Pricing Supplement) preceding the Interest Payment Date for such interest period (or, in the case of the final interest period, the Maturity Date or earlier Redemption Date
or Repayment Date); and
“Toronto banking day” means a day on which Schedule I banks under the Bank Act (Canada) are open
for business in the city of Toronto, Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar for CORRA or an Applicable Fallback Rate as may be adopted by the administrator of CORRA from
time to time).
If neither the administrator nor authorized distributors provide or publish CORRA and an Index Cessation Effective Date
with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA.
Notwithstanding the foregoing, upon the occurrence of an Index Cessation Event, the terms and provisions set forth under “—Effect
of an Index Cessation Event — CORRA” will apply to the CORRA Notes.
Effect of an Index Cessation
Event — CORRA
Upon the occurrence of an Index Cessation Event and related Index Cessation Effective Date, the
interest rate for a CORRA Interest Determination Date that occurs on or after such Index Cessation Effective Date will be the CAD Recommended Rate determined in accordance with (i) and (ii) below, to which the calculation agent will apply
the most recently published spread and make such adjustments as are necessary to account for any difference in the term, structure or tenor of the CAD Recommended Rate in comparison to CORRA, in each case that the Company or its designee (which may
be an affiliate of the Company), after consulting with the Company, determines, from time to time, and notifies to the calculation agent, are consistent with accepted market practice or applicable regulatory or legislative action or guidance for the
use of such Applicable Fallback Rate for debt obligations comparable to the CORRA Notes in such circumstances:
(i)
Index Cessation Effective Date with respect to CORRA. If there is a CAD Recommended Rate before the end
of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA but neither the
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administrator nor authorized distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date with respect to the CAD Recommended Rate has not occurred, then, in
respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD Recommended Rate.
(ii)
No CAD Recommended Rate or Index Cessation Effective Date with respect to CAD Recommended Rate. If there
is no CAD Recommended Rate before the end of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA, or there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with
respect to such CAD Recommended Rate, then the Base Rate for a CORRA Interest Determination Date that occurs on or after such applicable Index Cessation Effective Date will be the BOC Target Rate (as defined below). If neither the administrator nor
authorized distributors provide or publish the BOC Target Rate and an Index Cessation Effective Date with respect to the BOC Target Rate has not occurred, then, in respect of any day for which the BOC Target Rate is required, references to the BOC
Target Rate will be deemed to be references to the last provided or published BOC Target Rate.
Applicable Fallback
Rate Conforming Changes. Notwithstanding the foregoing, in connection with the implementation of an Applicable Fallback Rate, the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, may make
such adjustments to the Applicable Fallback Rate or the spread thereon, if any, as well as the business day convention, the calendar day count convention, interest determination dates, interest reset dates and related provisions and definitions
(including observation dates for reference rates), in each case that are consistent with accepted market practice for the use of the Applicable Fallback Rate for debt obligations such as the CORRA Notes in such circumstances.
Any determination, decision or election that may be made by the Company or the calculation agent, as applicable, in relation to the Applicable
Fallback Rate, including any determination with respect to an adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection: (i) will be conclusive and binding, absent manifest error; (ii) if made by the Company, will be made in the Company’s sole discretion, or, as applicable, if made by the calculation agent will be made after consultation
with the Company and the calculation agent will not make any such determination, decision or election to which the Company objects and will have no liability for not making any such determination, decision or election; and (iii) shall
become effective without consent from the holders of the CORRA Notes or any other party.
Definitions. As used in the foregoing
terms and provisions relating to the determination of CORRA:
“Applicable Fallback Rate” means the CAD Recommended Rate, or
the BOC Target Rate, as applicable;
“BOC Target Rate” means the Bank of Canada’s target for the overnight rate as set
by the Bank of Canada and published on the Bank of Canada’s website or, if the Bank of Canada does not target a single rate, the mid-point of the target range set by the Bank of Canada and so published
(calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards);
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“CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments)
recommended as the replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as
provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;
“Index Cessation Effective Date” means, in respect of an Index Cessation Event, the first date on which CORRA or the Applicable
Fallback Rate, as applicable, is no longer provided. If CORRA or the Applicable Fallback Rate, as applicable, ceases to be provided on the same day that it is required to determine the Base Rate for an interest period pursuant to the terms of
an applicable series of CORRA Notes but it was provided at the time at which it is to be observed pursuant to the terms and provisions of such series of CORRA Notes (or, if no such time is specified in the terms and provisions of such series,
at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published; and
“Index Cessation Event” means:
(A)
a public statement or publication of information by or on behalf of the administrator or provider of CORRA or
the Applicable Fallback Rate, as applicable, announcing that it has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable; or
(B)
a public statement or publication of information by the regulatory supervisor for the administrator or provider
of CORRA or the Applicable Fallback Rate, as applicable, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, a resolution authority with
jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator or provider for CORRA or the Applicable Fallback
Rate, as applicable, which states that the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely,
provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable.
Constant Maturity Treasury (CMT) Rate Notes. CMT Rate Notes will bear interest for each Interest Reset Period at the interest
rates calculated with reference to the CMT Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, if any, as specified in the CMT Rate Notes and in the applicable Pricing Supplement. CMT Rate Notes will be subject to the minimum
and the maximum interest rate, if any, as specified in the applicable Pricing Supplement.
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Unless otherwise specified in the applicable Pricing Supplement, “CMT Rate”
means, with respect to any Interest Determination Date relating to a Floating Rate Note for which the interest rate is determined with reference to the CMT Rate (a “CMT Rate Interest Determination Date”):
(I) If “Refinitiv Page FRBCMT” is the specified CMT Refinitiv Page in the applicable Pricing Supplement, the CMT Rate on the CMT
Rate Interest Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing Supplement as set forth in the daily
statistical release published by the Federal Reserve Board available through its website at https://www.federalreserve.gov/releases/h15/, or any successor site or publication, and designated as “Selected Interest Rates
(Daily)—H.15” (or any successor designation) (“H.15 Daily Update”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15
TCM”), as such yield is displayed on Refinitiv (or any successor service) on page FRBCMT (or any other page as may replace such page on such service) (“Refinitiv Page FRBCMT”) for such CMT Rate Interest Determination Date. The
calculation agent will follow the following procedures if the Refinitiv Page FRBCMT CMT Rate cannot be determined as described in the preceding sentence:
a. If such rate does not appear on Refinitiv Page FRBCMT, the CMT Rate on such CMT Rate Interest Determination Date shall be a
percentage equal to the yield for United States Treasury securities having the index maturity specified in the applicable Pricing Supplement and for such CMT Rate Interest Determination Date as set forth in the H.15 Daily Update under the caption
H.15 TCM.
b. If such rate does not appear in the H.15 Daily Update, the CMT Rate on such CMT Rate Interest Determination
Date shall be the rate for the period of the index maturity specified in the applicable Pricing Supplement as may then be published by either the Federal Reserve Board or the United States Department of the Treasury that the calculation agent
determines to be comparable to the rate that would otherwise have been published in the H.15 Daily Update.
c. If the
Federal Reserve Board or the United States Department of the Treasury does not publish a yield on United States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing Supplement for such
CMT Rate Interest Determination Date, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination
Date of three leading primary United States government securities dealers in New York City (which may include the Agents or their affiliates) (each, a “reference dealer”) 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 United States Treasury securities with an
original maturity equal to the index maturity specified in the applicable Pricing Supplement, a remaining term to maturity no more than one year shorter than such index maturity and in a principal amount that is representative for a single
transaction in such securities in such market at such time.
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d. If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of such quotation shall be eliminated.
e. If fewer than three prices are provided as requested, the CMT
Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be a yield-to-maturity based on the arithmetic mean of the
secondary market bid prices as of approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three reference dealers 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 United States Treasury securities with an original maturity greater than
the index maturity specified in the applicable Pricing Supplement, a remaining term to maturity closest to such index maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time.
If two such United States Treasury securities with an original maturity greater than the index maturity specified in the applicable Pricing Supplement have remaining terms to maturity equally close to such index maturity, the quotes for the United
States Treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the
calculation agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated. If fewer than three such prices are provided as requested, the CMT Rate determined
as of such CMT Rate Interest Determination Date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however, that if there was no preceding Interest Reset Date, the initial interest rate will remain in effect for the new
Interest Reset Period.
(II) If “Refinitiv Page FEDCMT” is the specified CMT Refinitiv Page in the applicable Pricing
Supplement, the CMT Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified in the applicable Pricing
Supplement, average yield for United States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing Supplement as set forth in the H.15 Daily Update under the caption H.15 TCM as such
yield is displayed on Refinitiv on page FEDCMT (or any other page as may replace such page on such service) (“Refinitiv Page FEDCMT”) for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in
which such CMT Rate Interest Determination Date falls. The calculation agent will follow the following procedures if the Refinitiv Page FEDCMT CMT Rate cannot be determined as described in the preceding sentence:
a. If such rate does not appear on Refinitiv Page FEDCMT, the CMT Rate on such CMT Rate Interest Determination Date shall be a
percentage equal to the one-week or one-month, as specified in the applicable Pricing Supplement, average yield for United
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States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing Supplement for the week or month, as applicable, preceding such CMT
Rate Interest Determination Date as set forth in the H.15 Daily Update under the caption H.15 TCM.
b. If such rates
required to compute such average yield do not appear in the H.15 Daily Update, the CMT Rate on such CMT Rate Interest Determination Date shall be the one-week or
one-month, as specified in the applicable Pricing Supplement, average yield for United States Treasury securities at “constant maturity” having the index maturity specified in the applicable
Pricing Supplement as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest Determination Date falls.
c. If the Federal Reserve Board does not publish a one-week or one-month, as specified in the applicable Pricing Supplement, average yield on United States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing
Supplement for the applicable week or month, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination
Date of three reference dealers 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 United States Treasury securities with an original maturity equal to the index maturity specified in the applicable Pricing Supplement, a remaining term to maturity of no more than one year
shorter than such index maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time.
d. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be
eliminated.
e. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination
Date shall be calculated by the calculation agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately
3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three reference dealers 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 United States Treasury securities with an original maturity greater than the index maturity specified in the applicable Pricing
Supplement, a remaining term to maturity closest to such index maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If two such United States Treasury securities with an
original maturity greater
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than the index maturity specified in the applicable Pricing Supplement have remaining terms to maturity equally close to such index maturity, the quotes for the United States Treasury security
with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be
based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated. If fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate
determination date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset Date, the initial interest rate will remain in effect for the new Interest Reset Period.
Commercial Paper Rate Notes. Commercial Paper Rate Notes will bear interest for each Interest Reset Period at an interest rate
equal to the Commercial Paper Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, as specified in such Commercial Paper Rate Note and the applicable Pricing Supplement, and will be subject to the minimum interest rate or the
maximum interest rate, if any, as specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing
Supplement, the “Commercial Paper Rate” for any Interest Determination Date is the money market yield (as defined below) of the rate on that date for commercial paper having the index maturity described in the related Pricing Supplement,
as published in H.15(519) under the heading “Commercial Paper — Nonfinancial” prior to 3:00 p.m., New York City time, on the calculation date for that Interest Determination Date.
Unless otherwise specified in the applicable Pricing Supplement, the calculation agent will observe the following procedures if the Commercial
Paper Rate cannot be determined as described above:
(I) If the above rate is not published in H.15(519) by 3:00 p.m., New York City time,
on the calculation date, the Commercial Paper Rate will be the money market yield of the rate on that Interest Determination Date for commercial paper having the index maturity described in the Pricing Supplement, as published in H.15 Daily Update
or such other recognized electronic source used for the purpose of displaying such rate.
(II) If that rate is not published in H.15(519),
H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the calculation date, then the calculation agent will determine the Commercial Paper Rate to be the money market yield of the arithmetic mean of the
offered rates of three leading dealers of U.S. dollar commercial paper in New York City as of 11:00 a.m., New York City time, on that Interest Determination Date for commercial paper having the index maturity described in the Pricing Supplement
placed for an industrial issuer whose bond rating is “AA”, or the equivalent, from a nationally recognized securities rating organization. The calculation agent will select the three dealers referred to above.
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(III) If fewer than three dealers selected by the calculation agent are quoting as mentioned
above, the Commercial Paper Rate will remain the Commercial Paper Rate then in effect on that Interest Determination Date.
“Money
market yield” shall be a yield (expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable annual 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 the interest is being calculated.
EURIBOR Notes. EURIBOR Notes will bear interest for each Interest Reset Period at an interest rate equal to EURIBOR, plus or minus
any Spread, and/or multiplied by any Spread Multiplier as specified in such EURIBOR Note and the applicable Pricing Supplement. The EURIBOR Notes will be subject to the minimum interest rate or the maximum interest rate, if any, as specified in the
applicable Pricing Supplement.
The calculation agent will determine EURIBOR on each EURIBOR Interest Determination Date, which is the
second T2 Business Day prior to the Interest Reset Date for each Interest Reset Period.
Unless otherwise specified in the applicable
Pricing Supplement, EURIBOR means, with respect to any Interest Determination Date relating to a Floating Rate Note for which the interest rate is determined with reference to EURIBOR (a “EURIBOR Interest Determination Date”), a Base
Rate equal to the interest rate for deposits in euro designated as “EURIBOR” as sponsored, calculated and published by EMMI having the index maturity specified in the applicable Pricing Supplement, as that rate appears on Refinitiv Page
EURIBOR01 (or any other page as may replace such page on such service) (“Refinitiv Page EURIBOR01”) as of 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date.
Unless the applicable Pricing Supplement specifies otherwise, the following procedures will be followed if EURIBOR cannot be determined as
described above:
(I) If the rate described above does not appear on Refinitiv Page EURIBOR01, EURIBOR will be determined on the basis of
the rates, at approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of
four major banks in that market selected by the calculation agent, after consultation with the Company: euro deposits having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in a representative amount. The calculation
agent will request that the principal euro-zone office of each of these banks provide a quotation of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of those
quotations.
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(II) If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR
Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 a.m., Brussels time on that EURIBOR Interest Determination Date, by three major banks in
the euro-zone selected by the calculation agent: loans of euro having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in an amount that is representative of a single transaction in euro in that market at the time.
(III) If fewer than three banks selected by the calculation agent are quoting as described above, EURIBOR for the new interest period
will be EURIBOR in effect for the prior interest period. If the initial Base Rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period.
Notwithstanding, and at any time during the application of, the foregoing procedures, if the Company or its designee determines that a
Benchmark Event has occurred in relation to any Notes that reference EURIBOR, then, pursuant to the provisions described under “Benchmark Discontinuation—Reference Rate Replacement—EURIBOR,” the Company will use reasonable
efforts to appoint an Independent Financial Adviser for the determination (with the Company’s agreement) of, amongst other items, a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree
that there is no Successor Rate, an Alternative Benchmark Rate (as defined below) and, in each case, an Adjustment Spread (as defined below) and the provisions described under “Benchmark Discontinuation—Reference Rate
Replacement—EURIBOR” shall, in such circumstances, apply to the EURIBOR Notes.
Benchmark Discontinuation—Reference
Rate Replacement—EURIBOR
Notwithstanding the foregoing, if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines that a Benchmark Event (as defined below) has occurred when any interest rate (or the relevant component part thereof) remains to be determined by reference to EURIBOR, then the following
provisions shall apply:
•
the Company will use reasonable efforts to appoint an Independent Financial Adviser (as defined below) for the
determination (with the Company’s agreement) of a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree that there is no Successor Rate, an alternative rate (the “Alternative
Benchmark Rate”) and, in either case, an alternative screen page or source (the “Alternative Relevant Screen Page”) and an Adjustment Spread (as defined below) (if applicable) no later than three business days prior to the relevant
interest determination date relating to the next succeeding interest period (the “IA Determination Cut-off Date”) for purposes of determining the interest rate applicable to the Notes for all
future interest periods;
•
the Alternative Benchmark Rate will be such rate as the Company and the Independent Financial Adviser agree has
replaced the relevant reference rate in customary market usage for the purposes of determining the applicable interest rate or, if the Company and the Independent Financial Adviser agree that there is no such rate, such other rate as the Company and
the Independent Financial Adviser agree is most comparable to the relevant reference rate, and the Alternative Relevant Screen Page shall be such page of an information service as displays the Alternative Benchmark Rate;
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•
if the Company is unable to appoint an Independent Financial Adviser, or if the Company and the Independent
Financial Adviser cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the IA Determination Cut-off Date in accordance with the
clause immediately above, then the Company may determine which (if any) rate has replaced the relevant reference rate in customary market usage for purposes of determining the applicable interest rate or, if the Company determines that there is no
such rate, which (if any) rate is most comparable to the relevant reference rate, and the Alternative Benchmark Rate will be the rate so determined by the Company, and the Alternative Relevant Screen Page will be such page of an information service
as displays the Alternative Benchmark Rate; provided, however, that if this clause applies and the Company is unable or unwilling to determine an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the interest determination
date relating to the next succeeding interest period in accordance with this clause, the reference rate applicable to such interest period will be determined pursuant to the interest rate provisions for Notes referencing EURIBOR as applicable and as
outlined above under the captions “EURIBOR Notes”;
•
if a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page is determined in
accordance with the preceding provisions, such Successor Rate or such Alternative Benchmark Rate and such Alternative Relevant Screen Page will be the benchmark and the Relevant Screen Page in relation to the Notes for all future interest periods;
•
if the Company determines, together with the Independent Financial Adviser, that (A) an Adjustment Spread is
required to be applied to the Successor Rate or the Alternative Benchmark Rate and (B) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread will be applied to the Successor Rate or the
Alternative Benchmark Rate for each subsequent determination of a relevant interest rate and Interest Amount(s) (or a component part thereof) by reference to such Successor Rate or such Alternative Benchmark Rate;
•
if a Successor Rate or an Alternative Benchmark Rate and/or Adjustment Spread is determined in accordance with
the above provisions, the Company may also specify additional changes applicable to the Notes, and the method for determining the fallback rate in relation to the Notes, to follow market practice in relation to the Successor Rate or the Alternative
Benchmark Rate and/or the Adjustment Spread, which changes shall apply to the Notes for all future interest periods; and
•
the Company will promptly, following the determination of any Successor Rate or any Alternative Benchmark Rate
and any Alternative Relevant Screen Page and any Adjustment Spread (if any), give notice thereof and of any changes pursuant to the clause immediately above to the calculation agent, the fiscal and paying agent and the holders of the Notes.
“Adjustment Spread” means either a spread (which may be positive or negative) or a formula or methodology
for calculating a spread, which the Company determines should be applied to the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), as a result of the replacement of the relevant reference rate with the relevant
Successor Rate or the relevant Alternative Benchmark Rate (as applicable), and is the spread, formula or methodology which:
•
in the case of a Successor Rate, is recommended or formally provided as an option for parties to adopt, in
relation to the replacement of the reference rate with the Successor Rate by any Relevant Nominating Body; or
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•
in the case of a Successor Rate for which no such recommendation has been made, or option provided, or in the
case of an Alternative Benchmark Rate, the spread, formula or methodology which the Company determines to be appropriate to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
the case may be) to holders as a result of the replacement of the reference rate with the Successor Rate or the Alternative Benchmark Rate (as applicable).
“Benchmark Event” means:
(a) the relevant reference rate (or component thereof) has ceased to be published on the Relevant Screen Page as a result of such benchmark (or
component thereof) ceasing to be calculated or administered; or
(b) a public statement by the administrator of the relevant reference
rate (or component thereof) that it will cease publishing such reference rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of such reference rate (or component
thereof)); or
(c) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof) that
such reference rate (or component thereof) has been or will be permanently or indefinitely discontinued; or
(d) a public statement by the
supervisor of the administrator of the relevant reference rate (or component thereof) that means that such reference rate (or component thereof) will be prohibited from being used or that its use will be subject to restrictions or adverse
consequences; or
(e) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof)
that, in the view of such supervisor, such reference rate (or component thereof) is no longer representative of an underlying market; or
(f) it has or will become unlawful for the calculation agent or the Company to calculate any payments due to be made to any holder using the
relevant reference rate (or component thereof) (including, without limitation, under the Benchmarks Regulation (EU) 2016/1011, if applicable),
provided
that the Benchmark Event shall be deemed to occur only (i) in the case of paragraphs (b) and (c) above, on the date of the cessation of the relevant reference rate (or component thereof) or the discontinuation of the reference rate (or
component thereof), as the case may be, (ii) in the case of paragraph (d) above, on the date of prohibition of use of the reference rate (or component thereof) and (iii) in the case of paragraph (e) above, on the date with effect
from which the reference rate (or component thereof) will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the public statement, and, in each case,
not the date of the relevant public statement.
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“euro-zone” means, at any time, the region comprised of the member states of the
European Economic and Monetary Union that, as of that time, have adopted a single currency in accordance with the Treaty on European Union of February 1992.
“Independent Financial Adviser” means an independent financial institution of international repute or other independent financial
adviser experienced in the international debt capital markets, in each case appointed by the Company.
“Relevant Nominating
Body” means, in respect of a benchmark or screen rate (as applicable):
•
the European Union, the central bank, reserve bank, monetary authority or similar institution for the currency to
which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
•
any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator
of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
“Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent
Financial Adviser (with the Company’s agreement) determines is a successor to or replacement of the relevant reference rate which is formally recommended by any Relevant Nominating Body.
Federal Funds Rate Notes. Federal Funds Rate Notes will bear interest for each Interest Reset Period at an interest rate equal to
the Federal Funds Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier as specified in such Federal Funds Rate Note and the applicable Pricing Supplement. The Federal Funds Rate will be calculated by reference to either the
Federal Funds (Effective) Rate, the Federal Funds Open Rate or the Federal Funds Target Rate, as specified in the applicable Pricing Supplement. The Federal Funds Rate will be subject to the minimum interest rate or the maximum interest rate, if
any, specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, “Federal
Funds Rate” means the rate determined by the calculation agent, with respect to any Interest Determination Date relating to a Floating Rate Note for which the interest rate is determined with reference to the Federal Funds Rate (a
“Federal Funds Rate Interest Determination Date”), in accordance with the following provisions:
(I) If “Federal Funds
(Effective) Rate” is the specified Federal Funds Rate in the applicable Pricing Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate with respect to such date for United
States dollar federal funds as published in H.15(519) opposite the caption “Federal Funds (effective),” as such rate is displayed on Refinitiv on page FEDFUNDS1 (or any other page as may replace such page
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on such service) (“Refinitiv Page FEDFUNDS1”) under the heading “EFFECT,” or, if such rate is not so published by 3:00 p.m., New York City time, on the Calculation Date,
the rate with respect to such Federal Funds Rate Interest Determination Date for United States dollar federal funds as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the
caption “Federal funds (effective).” If such rate does not appear on Refinitiv Page FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the
related Calculation Date, then the Federal Funds Rate with respect to such Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of U.S. dollar federal funds transactions in New York City (which may include the Agents or their affiliates) selected by the calculation agent, prior to 9:00 a.m., New York City
time, on the Business Day following such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as
of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate
Interest Determination Date.
(II) If “Federal Funds Open Rate” is the specified Federal Funds Rate in the applicable Pricing
Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date under the heading “Federal Funds” for the relevant index maturity and opposite the caption
“Open” as such rate is displayed on Refinitiv on page 5 (or any other page as may replace such page on such service) (“Refinitiv Page 5”), or, if such rate does not appear on Refinitiv Page 5 by 3:00 p.m., New York City time,
on the Calculation Date, the Federal Funds Rate for the Federal Funds Rate Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as
reported by Prebon Yamane (or a successor) on Bloomberg. If such rate does not appear on Refinitiv Page 5 or is not displayed on FFPREBON Index page on Bloomberg or another recognized electronic source by 3:00 p.m., New York City time, on the
related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of the rates for the last transaction in overnight United
States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in New York City (which may include the Agents or their affiliates) selected by the calculation agent prior to 9:00 a.m., New York City
time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate Interest Determination Date.
(III) If “Federal Funds Target Rate” is the specified Federal Funds Rate in the applicable Pricing Supplement, the Federal Funds
Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00 p.m., New York City
time, on the Calculation Date, the Federal Funds Rate for such Federal Funds Rate
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Interest Determination Date will be the rate for that day appearing on Refinitiv Page USFFTARGET= (or any other page as may replace such page on such service) (“Refinitiv Page
USFFTARGET=”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Refinitiv Page USFFTARGET= by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal
Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United
States dollar federal funds transactions in New York City (which may include the Agents or their affiliates) selected by the calculation agent prior to 9:00 a.m., New York City time, on such federal funds rate interest determination date; provided,
however, that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on
such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate Interest Determination Date.
Prime Rate Notes. Prime Rate Notes will bear interest for each Interest Reset Period at a rate equal to the Prime Rate, plus or
minus any Spread, and/or multiplied by any Spread Multiplier as specified in the Prime Rate Notes and the applicable Pricing Supplement. Prime Rate Notes will be subject to the minimum interest rate or the maximum interest rate, if any, specified in
the applicable Pricing Supplement.
The “Prime Rate” for any Interest Determination Date is the prime rate or base lending
rate on that date, as published in H.15(519) by 3:00 p.m., New York City time, on the calculation date for that Interest Determination Date under the heading “Bank Prime Loan” or, if not published by 3:00 p.m., New York City time, on the
related calculation date, the rate on such Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.”
The calculation agent will follow the following procedures if the Prime Rate cannot be determined as described above:
(I) If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on
the calculation date, then the calculation agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on USPRIME1 as that bank’s prime rate or base lending rate as of
11:00 a.m., New York City time, on that Interest Determination Date.
(II) If at least one rate but fewer than four rates appear on
USPRIME1 on the Interest Determination Date, then the Prime Rate will be the arithmetic mean of the prime rates or base lending 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 the Interest Determination Date by three major money center banks in the City of New York selected by the calculation agent.
(III) If the banks selected by the calculation agent are not quoting as mentioned above, the Prime Rate will remain the Prime Rate then in
effect on the Interest Determination Date.
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“USPRIME1” means the display on the Refinitiv 3000 Xtra Service (or any
successor service) on the “USPRIME1 Page” (or such other page as may replace the USPRIME1 Page on such service) for the purpose of displaying Prime Rates or base lending rates of major U.S. banks.
SOFR Notes. Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date (each as defined below in
this “—SOFR Notes” section), if any Notes are designated in the applicable Pricing Supplement with reference to the Secured Overnight Financing Rate, commonly referred to as SOFR, such Notes will bear interest calculated by
reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as may be published at
such time by the SOFR Administrator (as defined below) or calculable at such time by reference to such published rates, in each case as specified in the applicable Pricing Supplement, and the Spread and/or Spread Multiplier, if any, specified in the
SOFR Notes and in the applicable Pricing Supplement. SOFR Notes will be subject to the minimum and the maximum interest rate, if any, as specified in any applicable Pricing Supplement.
SOFR Notes will be Compounded SOFR Notes or Compounded SOFR Index Notes, as described below, unless otherwise specified in the applicable
Pricing Supplement.
Unless the applicable Pricing Supplement specifies otherwise, the interest rate applicable for each interest period
will be the rate determined by the calculation agent, with respect to any Interest Determination Date relating to a Floating Rate Note or Fixed Rate/Floating Rate Note for which the interest rate is determined with reference to SOFR (a “SOFR
Interest Determination Date”) at a Base Rate equal to compounded daily SOFR (“Compounded SOFR”), calculated as described below or by any other method of calculation specified in the applicable Pricing Supplement.
The amount of interest accrued and payable on SOFR Notes for each interest period will be equal to the product of (i) the outstanding
principal amount of SOFR Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the relevant interest period multiplied by (b) the quotient of the actual number of calendar
days in such interest period (or other applicable period) divided by 360.
Promptly upon such determination, the calculation agent will
notify the Company of the floating interest rate for the relevant interest period. Any calculation or determination by the calculation agent with respect to the floating interest rate will be made in the calculation agent’s sole discretion and
will be conclusive and binding absent manifest error.
The SOFR Interest Determination Date for Compounded SOFR Notes and Compounded SOFR
Index Notes means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant interest period, as specified in the
applicable Pricing Supplement. Unless the applicable Pricing Supplement specifies otherwise, the SOFR Interest Determination Date for each interest period will be two U.S. Government Securities Business Days preceding the applicable Interest Payment
Date (or Maturity Date, Redemption Date, or Repayment Date).
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Notwithstanding the foregoing paragraphs, if the Company or its designee (which may be an
affiliate of the Company), after consulting with the Company, determines on or prior to the relevant SOFR Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then
the provisions set forth below under the heading “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date,” which are referred to as the “benchmark transition provisions” herein, will thereafter
apply to all determinations of the rate of interest payable on the SOFR Notes. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest
that will be payable for each interest period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus or minus the Spread specified in the applicable Pricing Supplement.
Compounded SOFR Notes
If
the applicable Pricing Supplement for any SOFR Note specifies the calculation method as being “Compounded SOFR,” then “Compounded SOFR,” with respect to any interest period, means the rate of return of a daily compounded
interest investment calculated in accordance with the following formula:
where:
“d0”, for any observation period, means the number of U.S.
Government Securities Business Days in the relevant observation period;
“i” means a series of whole numbers from one
to d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in the
relevant observation period;
“SOFRi”, for any U.S.
Government Securities Business Day “i” in the relevant observation period, is equal to SOFR in respect of that day “i”;
“ni”, for any U.S. Government Securities Business Day
“i” in the relevant observation period, is the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business
Day (“i+1”);
“d” means the number of calendar days in the relevant observation period;
“observation period” means, in respect of each interest period, the period from, and including, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify in the applicable Pricing Supplement) preceding the first date in such interest period to, but excluding, the date that
is two U.S. Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify in the applicable Pricing Supplement) preceding the Interest Payment Date for such interest period (or, in
the case of the final interest period, the Maturity Date or earlier Redemption Date or Repayment Date);
“SOFR” means, with
respect to any U.S. Government Securities Business Day:
(1) the Secured Overnight Financing Rate published for such U.S. Government
Securities Business Day as such rate appears on the SOFR Administrator’s Website at 3:00 p.m., New York City time, on the immediately following U.S. Government Securities Business Day (the “SOFR Determination Time”); or
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(2) if the rate specified in (1) above does not so appear, unless both a Benchmark
Transition Event and its related Benchmark Replacement Date (as each such term is defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have occurred, the Secured Overnight Financing
Rate as published in respect of the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website; or
(3) If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Benchmark Replacement, subject to the
provisions described, and as defined, below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date.”
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing
Rate);
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source. The foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not part of this document and is not incorporated herein by reference;
and
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities
Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Compounded SOFR Index Notes
If the
applicable Pricing Supplement for any SOFR Note specifies the calculation method as being “Compounded Index Rate,” then “Compounded SOFR,” with respect to any interest period, means the rate computed in accordance with the
following formula:
where:
“SOFR IndexStart” is the SOFR Index value for the day which
is two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified in the applicable Pricing Supplement, preceding the first date of the relevant interest period;
“SOFR IndexEnd” is the SOFR Index value for the day which is
two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified in the applicable Pricing Supplement, preceding the Interest Payment Date relating to the relevant interest period; and
“dc” is the number of calendar days from (and including)
SOFR IndexStart to (but excluding) SOFR IndexEnd.
“SOFR Index” means, with respect to any U.S. Government Securities Business Day:
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(1)
the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:
(2)
if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time,
then:
(i)
if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below under
“—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “—SOFR Index Unavailable”
provisions below; or
(ii)
if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR,
then Compounded SOFR shall be the rate determined pursuant to the “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date” provisions below.
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
SOFR Index Unavailable
If a SOFR
IndexStart or SOFR IndexEnd is not published on the associated SOFR Interest Determination Date and a Benchmark
Transition Event and its related Benchmark Replacement Date (each as defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, “Compounded
SOFR” means, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such
formula, published on the SOFR Administrator’s Website at www.newyorkfed.org/markets/reference-rates/additional-information-about-reference-rates. For the purposes of this provision, references in the SOFR Averages compounding formula and
related definitions to “calculation period” shall be replaced with “observation period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day “i” in the
observation period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was
published on the SOFR Administrator’s Website.
Effect of Benchmark Transition Event and Related Benchmark Replacement Date
Benchmark Replacement. If the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to the then-current Benchmark for the SOFR Notes, the applicable Benchmark Replacement will
replace the then-current Benchmark for the SOFR Notes for all purposes relating to the SOFR Notes in respect of all determinations on such date and for all determinations on all subsequent dates.
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Benchmark Replacement Conforming Changes. In connection with the implementation of a
Benchmark Replacement, the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations. Any determination, decision or election that may be made by the Company or its designee (which may be an
affiliate of the Company) pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an
event, circumstance or date and any decision to take or refrain from taking any action or any selection: (a) will be conclusive and binding absent manifest error; (b) if made by the Company, will be made in its sole discretion; (c) if
made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and (d) notwithstanding anything to the contrary
herein, the Indenture or the SOFR Notes, shall become effective without consent from the holders of the SOFR Notes or any other party.
The calculation agent shall have no liability for not making any determination, decision or election pursuant to the benchmark transition
provisions. The Company may designate an entity (which entity may be a calculation agent and/or its affiliate) to make any determination, decision or election that the Company has the right to make in connection with the benchmark transition
provisions set forth herein or in the applicable Pricing Supplement.
Certain Defined Terms. As used in this “—SOFR
Notes” section with respect to any Benchmark Transition Event and implementation of the applicable Benchmark Replacement and Benchmark Replacement Conforming Changes:
“Benchmark” means, initially, the Specified SOFR; provided that if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to such Specified SOFR or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first
alternative set forth in the order below that can be determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, producing a commercially reasonable result as of the Benchmark Replacement
Date:
(1)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;
(2)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
(3)
the sum of: (a) the alternate rate of interest that has been selected by the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
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“Benchmark Replacement Adjustment” means the first alternative set forth in the
order below that can be determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, as of the Benchmark Replacement Date:
(1)
the spread adjustment (which may be a positive or negative value or zero), or method for calculating or
determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body or determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with
the method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement;
(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA
Fallback Adjustment;
(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, after giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Interest Period,” the manner, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors (including changes to the definition of
“Corresponding Tenor” solely when such tenor is longer than the interest period) and other administrative matters) that the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company, the calculation agent or the
Company’s designee (which may be an affiliate of the Company), after consulting with the Company, decides that implementation of any portion of such market practice is not administratively feasible or if the Company or its designee (which may
be an affiliate of the Company), after consulting with the Company, determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee (which may be an affiliate of the Company), after
consulting with the Company, determines is appropriate).
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“Benchmark Replacement Date” means the earliest to occur of the following events
with respect to the then-current Benchmark:
(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise
to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current
Benchmark (including the daily published component used in the calculation thereof):
(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such
component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide the Benchmark (or such component);
(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark
(or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the
Benchmark (or such component); or
(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark announcing that the Benchmark is no longer representative.
“Corresponding Tenor” with respect to
a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
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“ISDA Definitions” means the 2021 ISDA Definitions published by the
International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for
derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR calculated
by reference to daily SOFR, the SOFR Determination Time, and (2) if the Benchmark is Compounded SOFR calculated by reference to SOFR Index, the SOFR Index Determination Time, and (3) if the Benchmark is not Compounded SOFR calculated by
reference to SOFR or SOFR Index, the time determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the SOFR Administrator on the
SOFR Administrator’s Website.
“Specified SOFR” means the Compounded SOFR, as described above, or another Base Rate
calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as
specified in the applicable Pricing Supplement of the SOFR Notes.
“Unadjusted Benchmark Replacement” means the Benchmark
Replacement excluding the Benchmark Replacement Adjustment.
Treasury Rate Notes. Treasury Rate Notes will bear interest for
each Interest Reset Period at a rate equal to the Treasury Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier as specified in the Treasury Rate Notes and the applicable Pricing Supplement. Treasury Rate Notes will be subject
to the minimum interest rate or the maximum interest rate, if any, specified in the applicable Pricing Supplement. Treasury Rate Notes will be subject to the minimum and the maximum interest rate, if any, as specified in the applicable Pricing
Supplement.
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Unless otherwise specified in the applicable Pricing Supplement, the “Treasury
Rate” for any Interest Determination Date is the rate from the auction held on such Treasury Rate Interest Determination Date (the “auction”) of direct obligations of the United States (“treasury bills”) having the
index maturity specified in such Pricing Supplement under the caption “INVEST RATE” on the display on Refinitiv page USAUCTION10 (or any other page as may replace such page on such service) or page USAUCTION11 (or any other page as may
replace such page on such service) by 3:00 p.m., New York City time, on the calculation date for that Interest Determination Date.
The
calculation agent will follow the following procedures if the Treasury Rate cannot be determined as described above:
(I) If the rate is
not so published by 3:00 p.m., New York City time, on the calculation date (unless the calculation is made earlier and the rate is available from that source at that time), the Treasury Rate will be the bond equivalent yield (as defined below) of
the auction rate of such treasury bills of the kind described above, as announced by the United States Department of the Treasury.
(II)
If the results of the most recent auction of treasury bills having the index maturity described in the Pricing Supplement is not so announced as described above by 3:00 p.m., New York City time, on the calculation date, or if no auction is held for
the relevant week, then the Treasury Rate will be the bond equivalent yield on such Interest Determination Date of treasury bills having the index maturity specified in the applicable Pricing Supplement as published in the H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. government securities—Treasury bills (secondary market)” (or any successor caption or heading).
(III) If such rate is not published in the H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the
related calculation date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the calculation agent will determine the Treasury Rate to be the bond equivalent yield of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the Interest Determination Date of three leading primary U.S. government securities dealers (which may include the Agents or their affiliates) selected by the
calculation agent for the issue of treasury bills with a remaining maturity closest to the index maturity described in the related Pricing Supplement.
(IV) If fewer than three dealers selected by the calculation agent are quoting as mentioned above, the Treasury Rate for the new Interest
Reset Period will be the Treasury Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset Date, the initial interest rate will remain in effect for the new Interest Reset Period.
“Bond equivalent yield” means a yield (expressed as a percentage) calculated in accordance with the following formula:
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where “D” refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.
Fixed Rate Reset Notes.
The Company may issue Notes that will bear interest initially at a fixed interest rate for a specified portion of the applicable term and then
reset such fixed interest rate to a fixed rate determined by reference to a “reset reference rate” at one or more specified intervals for the remainder of such term as determined in accordance with the terms and provisions set forth in
the applicable Pricing Supplement and below under “—Determination of Interest Rates for Fixed Rate Reset Notes” and “—Determination of Reset Reference Rates,” which are referred to as “Fixed Rate Reset
Notes” herein. Unless otherwise specified in the applicable Pricing Supplement, terms and provisions of Fixed Rate Reset Notes will apply, to the extent applicable, as set forth below.
Each Fixed Rate Reset Note will bear interest from, and including, its original issue date to, but excluding, the first “reset
date” specified in the applicable Pricing Supplement, at the rate per annum specified to be the “initial interest rate” in the applicable Pricing Supplement. The interest rate on any Fixed Rate Reset Note will reset on the
applicable first reset date and on any applicable subsequent reset date(s) specified in the applicable Pricing Supplement, all in accordance with the terms and provisions of Fixed Rate Reset Notes set forth under “—Determination of
Interest Rates for Fixed Rate Reset Notes.” The interest rate to which any Fixed Rate Reset Note resets on the first reset date and any applicable subsequent reset date(s) will be a fixed rate determined by reference to the reset reference
rate adjusted by the applicable Spread, if any, and/or Spread Multiplier, if any, each as specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the reset reference rate will be the U.S.
Treasury Rate as determined in accordance with the terms and provisions set forth under “—Determination of Reset Reference Rates—U.S. Treasury Rate.”
A Fixed Rate Reset Note also may have either or both of the following limitations on the interest rate:
•
a maximum interest rate limitation, or ceiling, on the rate of interest that may accrue during any interest or
other applicable period; and
•
a minimum interest rate limitation, or floor, on the rate of interest that may accrue during any interest or
other applicable period.
Any applicable maximum interest rate or minimum interest rate will be set forth in the
applicable Pricing Supplement.
Accrual of Interest and Interest Payment Dates
Unless otherwise specified in the applicable Pricing Supplement, interest on any Fixed Rate Reset Note will be paid quarterly, semi-annually,
or annually, as applicable, in arrears, on the days set forth in the applicable Pricing Supplement (each such day being an “Interest Payment Date” for a Fixed Rate Reset Note) and at the Maturity Date or earlier Redemption Date or
Repayment Date, as applicable. Each interest payment due on an Interest Payment Date, the
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Maturity Date or earlier Redemption Date or Repayment Date, as applicable, will include interest accrued from, and including, the most recent Interest Payment Date to which interest has been
paid, or, if no interest has been paid, from the original issue date, to, but excluding, the next Interest Payment Date, the Maturity Date or earlier Redemption Date or Repayment Date, as the case may be (each such period, an “interest
period”). The amount of accrued interest on any Fixed Rate Reset Note for an interest period is calculated by multiplying the principal amount of such Note by an accrued interest factor. This accrued interest factor will be determined by
multiplying the per annum fixed interest rate by a factor resulting from the day count convention that applies with respect to such determination. The interest rate applicable with respect to any interest period for any Fixed Rate Reset Note will be
the rate per annum determined in accordance with the applicable terms and provisions set forth below under “—Determination of Interest Rates for Fixed Rate Reset Notes” and “—Determination of Reset Reference
Rates.”
If no day count convention is specified in the applicable Pricing Supplement, the accrued interest factor for Fixed Rate
Reset Notes for which the reset reference rate is specified in the applicable Pricing Supplement to be the U.S. Treasury Rate, the factor will be computed on the basis of a 360-day year consisting of twelve 30-day months.
The Company will pay installments of interest on Fixed Rate Reset Notes beginning
on the first Interest Payment Date after its issue date to Holders of record on the corresponding Regular Record Date. Unless the Company otherwise specifies in the applicable Pricing Supplement, the Regular Record Date for a Fixed Rate Reset Note
will be on the 15th day (whether or not a Business Day) next preceding the Interest Payment Date.
If the Maturity Date or a Redemption
Date, Repayment Date or Interest Payment Date for any Fixed Rate Reset Note is not a Business Day, then the Company will pay the principal, premium, if any, and interest for that Note payable on such date on the next Business Day, and no interest or
other payment will accrue as a result of such delay.
Determination of Interest Rates for Fixed Rate Reset Notes
Each Fixed Rate Reset Note will bear interest:
(1)
from, and including, the original issue date to, but excluding, the first reset date (such period, the
“initial fixed rate period”) at a rate per annum equal to the initial interest rate;
(2)
from, and including, the first reset date to, but excluding, the first subsequent reset date specified in the
applicable Pricing Supplement or, if no subsequent reset dates are specified in the applicable Pricing Supplement, the Maturity Date or earlier Redemption Date or Repayment Date, as the case may be, at a rate per annum equal to the first reset
interest rate; and
(3)
for each applicable subsequent reset period thereafter (if any), at a rate per annum equal to the applicable
subsequent reset interest rate,
payable, in each case, in arrears on each applicable Interest Payment Date, the Maturity Date or
earlier Redemption Date or Repayment Date, as the case may be. For the avoidance of doubt, the applicable interest rate specified in the preceding sentence will apply for each interest period falling within the initial fixed rate period and any
reset period, as applicable.
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In addition, for the avoidance of doubt, the “reset dates,” including the first
reset date and any subsequent reset date(s), if any, for each Fixed Rate Reset Note will be specified in the applicable Pricing Supplement.
The interest rate applicable during each reset period will be determined by the calculation agent on each applicable reset determination date.
For purposes of the foregoing terms and provisions, the following terms have the meanings set forth below:
“first reset interest rate” means, in respect of the first reset period, a per annum interest rate equal to (a) the relevant
reset reference rate determined as of the relevant reset determination date adjusted by (b) the Spread and/or Spread Multiplier, if any, specified in the applicable Pricing Supplement for such first reset interest rate.
“first reset period” means the period from, and including, the first reset date to, but excluding, the first subsequent reset date
or, if no subsequent reset dates are specified in the applicable Pricing Supplement, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable.
“reset determination date” means, unless otherwise specified in the applicable Pricing Supplement: (a) with respect to any
Fixed Rate Reset Note for which the reset reference rate is the U.S. Treasury Rate, the third Business Day (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) preceding the applicable reset date
and (b) with respect to any Fixed Rate Reset Note for which the reset reference rate is a rate determined by reference to another rate, as specified in the applicable Pricing Supplement.
“reset period” means the first reset period or a subsequent reset period, as applicable.
“reset reference rate” means the U.S. Treasury Rate determined in accordance with the terms and provisions set forth under
“—Determination of Reset Reference Rates—U.S. Treasury Rate” or (b) another rate, as specified in the applicable Pricing Supplement and determined in accordance with the terms and provisions set forth in the applicable
Pricing Supplement.
“subsequent reset interest rate” means, in respect of any subsequent reset period, a per annum interest
rate equal to (a) the relevant reset reference rate determined as of the relevant reset determination date adjusted by (b) the Spread and/or Spread Multiplier, if any, specified in the applicable Pricing Supplement for such subsequent
reset interest rate.
“subsequent reset period” means the period from, and including, the first subsequent reset date to, but
excluding, the next subsequent reset date or, if no additional subsequent reset dates are specified in the applicable Pricing Supplement, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable, and each successive period from,
and including, to, but excluding, the next subsequent reset date or Maturity Date or earlier Redemption Date or Repayment Date, as applicable.
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Determination of Reset Reference Rates
U.S. Treasury Rate
For
any reset period commencing on or after the first reset date, the “U.S. Treasury Rate” will be determined by the calculation agent on each reset determination date in the following manner:
(1)
the average of the yields on actively traded U.S. treasury securities adjusted to constant maturities, for the
maturity equal to the duration of such reset period, for the five Business Days (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) immediately preceding the applicable reset determination date and
appearing (or, if fewer than five Business Days (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) so appear on the applicable reset determination date, for such number of Business Days appearing)
in the most recently published H.15 Daily Update under the caption H.15 TCM; or
(2)
if there are no such published yields on actively traded U.S. treasury securities adjusted to constant
maturities, for such maturity, then the “U.S. Treasury Rate” will be determined by interpolation on a straight-line basis (using the actual number of days) between the average of the yields on actively traded U.S. treasury nominal/non-inflation-indexed securities adjusted to constant maturities for two series of actively traded U.S. treasury nominal/non-inflation-indexed securities, (A) one
maturing as close as possible to, but earlier than, the reset date following the next succeeding reset determination date (or, if there is no such reset date, the Maturity Date) and (B) the other maturing as close as possible to, but later
than, such reset date or Maturity Date, as applicable, in each case for the five Business Days (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) preceding the applicable reset determination date
and appearing (or, if fewer than five Business Days (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) so appear on the applicable reset determination date, for such number of Business Days
appearing) in the most recently published H.15 Daily Update as of 5:00 p.m., New York City time, on the applicable reset determination date.
In each case, the U.S. Treasury Rate will be rounded, if necessary, to the nearest one thousandth of a percentage point, with 0.0005%
rounded up to 0.001%.
Notwithstanding the foregoing, if the Company or the Company’s designee, after consulting with the Company,
determines that the then-current reset reference rate (which, as of the original issue date for any Fixed Rate Reset Notes, will be the U.S. Treasury Rate for the specified maturity set forth in the applicable Pricing Supplement) cannot be
determined in the manner applicable for such reset reference rate (which, as of the original issue date of such Fixed Rate Reset Notes, will be pursuant to the methods described in clauses (1) or (2) above) on the applicable reset
determination date (such determination, a “rate substitution event”), the Company or the Company’s designee, after consulting with the Company, may determine whether there is an industry-accepted successor rate to the then-current
reset reference rate (such industry-accepted
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successor rate, the “replacement rate”). If the Company or the Company’s designee, after consulting with the Company, determines that there is such a replacement rate, then such
replacement rate will replace the U.S. Treasury Rate (or the then-current reset reference rate) for all purposes relating to the Fixed Rate Reset Notes in respect of such determination on such reset determination date and all determinations on all
subsequent reset determination dates. In addition, if a replacement rate is utilized as described in the preceding sentence, the Company or the Company’s designee, after consulting with the Company, may adopt or make changes to (1) any
Interest Payment Date, reset determination date, reset date, other relevant date, business day convention, interest period or reset period, (2) the manner, timing and frequency of determining rates and amounts of interest that are payable on
the applicable series of Fixed Rate Reset Notes and the conventions relating to such determination, (3) the timing and frequency of making payments of interest, (4) rounding conventions, (5) specified maturities, and (6) any
other terms or provisions of the relevant series of Notes (including any spread or adjustment factor needed to make such replacement rate comparable to the then-current reset reference rate (which, as of the original issue date for any series of
Fixed Rate Reset Notes, will be the U.S. Treasury Rate for the specified maturity)), in each case that the Company or the Company’s designee, after consulting with the Company, determines, from time to time, to be appropriate to reflect the
determination and implementation of such replacement rate in a manner substantially consistent with market practice (or, if the Company, the calculation agent or the Company’s designee, after consulting with the Company, determines that
implementation of any portion of such market practice is not administratively feasible or if the Company or the Company’s designee, after consulting with the Company, determines that no market practice for use of such replacement rate exists,
in such other manner as the Company or the Company’s designee, after consulting with the Company, determines is appropriate) (such changes, the “U.S. Treasury Rate adjustments”). If the Company or the Company’s designee,
after consulting with the Company, determines that there is no such replacement rate, then the interest rate for the applicable reset period will be: (a) if the first reset interest rate is to be determined, the initial interest rate or
(b) if a subsequent reset interest rate is to be determined, the interest rate that was applicable for the preceding reset period.
Any determination, decision or selection that may be made by the Company or the Company’s designee, after consulting with the Company,
pursuant to the provisions of the Fixed Rate Reset Notes (including provisions relating to a rate substitution event and any U.S. Treasury Rate adjustments, or of the occurrence or non-occurrence of an event,
circumstance or date, and any decision to take or refrain from taking any action or make or refrain from making any selection) will be made in the Company’s or such designee’s sole discretion, will be conclusive and binding absent
manifest error and, notwithstanding anything to the contrary in this Officers’ Certificate, or the Indenture or the Notes, shall become effective without consent from the Holders of the Notes or any other party.
Fixed Rate/Floating Rate Notes.
If a Note is designated as a “Fixed Rate/Floating Rate Note” then, unless the Company otherwise specifies in the applicable
Pricing Supplement, the Note will bear interest (a) during the period from, and including, its original issue date to, but excluding the commencement of the “floating rate period” specified in the applicable Pricing Supplement (such
period, the “fixed rate period”), at the rate per annum specified to be the “initial interest rate” in the applicable Pricing Supplement, and (b) during the period from, and including, the last Interest Payment Date in
respect of the fixed rate period to, but excluding, the Maturity Date (such period, the “floating rate period”), at a floating rate of interest determined by reference to one or more of the Base Rates, adjusted by a spread or a Spread
Multiplier, or both, in each case as specified in the applicable Pricing Supplement.
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With respect to Fixed Rate/Floating Rate Notes during the floating rate period, (a)
“interest period” means each period from, and including, an Interest Payment Date (or, in the case of the first interest period during the floating rate period, the first day of the floating rate period) to, but excluding, the next
Interest Payment Date (or, in the case of the final interest period, the Maturity Date or earlier Redemption Date or Repayment Date), and (b) “Interest Reset Period” means each period from, and including, an interest reset date (or, in
the case of the first Interest Reset Period during the floating rate period, the first day of the floating rate period) to, but excluding, the next interest reset date (or, in the case of the final Interest Reset Period, the Maturity Date or earlier
Redemption Date or Repayment Date).
The Company will pay installments of interest on Fixed Rate/Floating Rate Notes beginning on the
first Interest Payment Date after its issue date to Holders of record on the corresponding Regular Record Date. Unless the Company otherwise specifies in the applicable Pricing Supplement, the Regular Record Date for a Fixed Rate/Floating Rate Note
will be on the 15th day (whether or not a Business Day) next preceding the Interest Payment Date.
If any Interest Payment Date with
respect to an interest period during the fixed rate period, including any Interest Payment Date occurring on the first day of the floating rate period (the “reset date”), or the Maturity Date or any Redemption Date or Repayment Date for
any Fixed Rate/Floating Rate Note is not a Business Day, then the Company will pay the principal, premium, if any, and interest for that Note payable on such date on the next Business Day, and no interest or other payment will accrue as a result of
such delay. If an Interest Payment Date (other than any Interest Payment Date that is the Maturity Date, a Redemption Date or a Repayment Date) with respect to an interest period during the floating rate period (which, for the avoidance of doubt,
does not include any Interest Payment Date occurring on the reset date) is not a Business Day, then such interest payment will be postponed until the next succeeding Business Day, except that, in the case of any floating rate interest period for
which the applicable reference rate is CORRA, SOFR or EURIBOR, if the next succeeding Business Day is in the next calendar month, then such interest payment will be advanced to the immediately preceding Business Day, and, in each case, the related
interest periods also will be adjusted for such non-Business Days.
Except as provided above, for
all purposes of this Officers’ Certificate, Fixed Rate/Floating Rate Notes will be treated as Fixed Rate Notes during the fixed rate period and Floating Rate Notes during the floating rate period.
Discount Notes.
The
specific terms of any Discount Notes (including Zero Coupon Notes) will be set forth in the applicable Pricing Supplement.
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Indexed Notes.
The Company may issue Notes for which the amount of interest or principal that will be paid will not be known on its date of issue. The
Company will specify the formulae for computing interest or principal payments for these types of Notes, which are called “Indexed Notes”, by reference to securities, financial or non-financial
indices, currencies, commodities, interest rates, or composites or baskets of any or all of the above. Examples of indexed items that the Company may use include a published stock index, the common stock price of a publicly traded company, the value
of the U.S. dollar versus the Japanese Yen, or the price in a particular market of a barrel of West Texas intermediate crude oil. The amount of interest and principal that will be paid will depend on the structure of the Indexed Note and the level
of the specified indexed item throughout the term of the Indexed Note and at maturity. Specific information pertaining to the method of determining the interest payments and the principal amount will be described in the applicable Pricing
Supplement, as well as additional risk factors unique to the Indexed Note, certain historical information for the specified indexed item and certain additional United States federal income tax considerations.
(5) Unless otherwise specified in the applicable Pricing Supplement, principal, interest, and premium, if any, at maturity or redemption, on
the Notes will be payable, and, except as provided in Section 305 of the Indenture with respect to any Global Note (as defined below) representing Book-Entry Notes (as defined below), the transfer of the Notes will be registrable and Notes will
be exchangeable for Notes bearing identical terms and provisions at the corporate trust office of Deutsche Bank Trust Company Americas (the “Paying Agent”), in New York City, New York, provided that payments of interest with respect to
any Certificated Note (as defined below), other than interest at maturity or upon redemption, may be made at the option of the Company by check mailed to the address of the person or entity entitled thereto as it appears on the security register of
the Company at the close of business on the Regular Record Date corresponding to the relevant Interest Payment Date. Unless otherwise specified in the applicable Pricing Supplement, holders of $1,000,000 (or the equivalent) or more in aggregate
principal amount of Certificated Notes (whether having identical or different terms and provisions) shall be entitled to receive payments of interest, other than interest at maturity or upon redemption, by wire transfer of immediately available
funds, if appropriate wire transfer instructions have been given to the Paying Agent in writing not later than 15 calendar days prior to the applicable Interest Payment Date.
(6) (a) If so specified in the applicable Pricing Supplement, the Notes will be redeemable at the option of the Company on the date or dates
prior to maturity specified in the applicable Pricing Supplement at the price or prices specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the Company may redeem any of the Notes which
are redeemable and remain outstanding either in whole or from time to time in part upon the terms and conditions set forth in Article Eleven of the Indenture.
(b) Unless otherwise specified in the applicable Pricing Supplement, if the applicable Pricing Supplement specifies that the Notes include a
make-whole redemption option, the Notes will be redeemable at the Company’s option, in whole or in part, at any time and from time to time, on or after the date that is 180 days from issue date of such Notes (or, if additional tranches of such
Notes are issued after the original issue date, beginning 180 days after the issue date of such additional Notes), and, if the Notes include a first par call date, prior to the first par call date, or, if the Notes do not include a first par call
date but include a par call date, prior to the par call date, at a redemption price (expressed as a
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percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)
(a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to
be redeemed discounted to the Redemption Date (assuming the Notes matured on the Assumed Maturity Date (as defined below)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Redemption Treasury Rate (as defined below) plus the make-whole redemption spread specified in the applicable Pricing Supplement less (b) interest accrued on such Notes to, and excluding,
the date of redemption; and
(2)
100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
Unless otherwise specified in the applicable Pricing Supplement, if the applicable Pricing Supplement specifies that the Notes include a first
par call date, then, on the first par call date, the Notes will be redeemable at the Company’s option, in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid
interest thereon, if any, to, but excluding, the Redemption Date.
Unless otherwise specified in the applicable Pricing Supplement, if the
applicable Pricing Supplement specifies that the Notes include a par call date, then, on and after the par call date, the Notes will be redeemable, in whole or in part, at any time and from time to time, at the Company’s option at a redemption
price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
“Assumed Maturity Date” means (a) if the Notes include neither a first par call date nor a par call date, the Maturity Date of
the Notes, (b) if the Notes include a first par call date, the first par call date, or (c) if the Notes do not include a first par call date but include a par call date, the par call date.
“Redemption Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the
following two paragraphs.
The Redemption Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after
such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Redemption Date based upon the yield or yields for the most recent day
that appear after such time on such day in the H.15 Daily Update under the caption H.15 TCM. In determining the Redemption Treasury Rate, the Company shall select, as applicable:
(1)
the yield for the Treasury constant maturity on the H.15 Daily Update exactly equal to the period from the
applicable Redemption Date to the Assumed Maturity Date (the “Remaining Life”); or
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(2)
if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two
yields—one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately shorter than and one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately longer than the Remaining
Life—and shall interpolate to the Assumed Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)
if there is no such Treasury constant maturity on the H.15 Daily Update shorter than or longer than the
Remaining Life, the yield for the single Treasury constant maturity on the H.15 Daily Update closest to the Remaining Life.
For purposes of this paragraph, the applicable Treasury constant maturity or maturities on the H.15 Daily Update shall be deemed to have a
Maturity Date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the applicable Redemption Date.
If on the third Business Day preceding the applicable Redemption Date the H.15 TCM is no longer included therein, the Company will calculate
the Redemption Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such applicable Redemption Date of the United States Treasury
security maturing on, or with a maturity that is closest to, the Assumed Maturity Date, as applicable. If there is no United States Treasury security maturing on the Assumed Maturity Date but there are two or more United States Treasury securities
with a Maturity Date equally distant from the Assumed Maturity Date, one with a Maturity Date preceding the Assumed Maturity Date and one with a Maturity Date following the Assumed Maturity Date, the Company shall select the United States Treasury
security with a Maturity Date preceding the Assumed Maturity Date. If there are two or more United States Treasury securities maturing on the Assumed Maturity Date or two or more United States Treasury securities meeting the criteria of the
preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States
Treasury securities at 11:00 a.m., New York City time. In determining the Redemption Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based
upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
(7) Unless otherwise specified in the applicable Pricing Supplement, the Company shall not be obligated to redeem or purchase any Notes (other
than the Amortizing Notes) of such series pursuant to any sinking fund or analogous provisions or at the option of any Holder.
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If so specified in the applicable Pricing Supplement, the Notes will be subject to repayment
at the option of the Holders thereof on any optional Repayment Date in whole or from time to time in part in increments of $1,000 or such other increments as is specified in the applicable Pricing Supplement (provided that any remaining principal
amount thereof shall be at least $2,000 or such other minimum denomination), at a repayment price equal to the applicable repayment price specified in the applicable Pricing Supplement. For any Note to be repaid, such Note must be received, together
with the notice of election form duly completed, by the Paying Agent at its office maintained for such purpose in conformity with the Indenture, or in such other location as the Company selects in conformity with the Indenture, not less than 10 nor
more than 60 calendar days prior to the Repayment Date. If the Company partially repays a Note, the Company will issue a new Note or Notes for the unrepaid portion.
(8) Unless otherwise specified in the applicable Pricing Supplement, Notes of such series may be issued only in fully registered form. Unless
otherwise specified in the applicable Pricing Supplement, the authorized denomination of the Notes of such series other than Foreign Currency Notes (as defined below), shall be $2,000 or any amount in excess of $2,000 which is an integral multiple
of $1,000. Foreign Currency Notes will be issued in the denominations specified in the applicable Pricing Supplement. Notwithstanding the foregoing, Notes (including Notes denominated in pounds sterling) in respect of which the issue proceeds are to
be accepted in the United Kingdom and which have a maturity of less than one year shall have a minimum denomination and redemption value of £100,000 (or if the Notes are denominated in a currency other than pounds sterling, as specified in the
applicable Pricing Supplement, at least the equivalent thereof in such currency using the spot rate as of the date of issue).
(9) The
portion of the principal amount of the Notes, other than Discount Notes (including any Zero Coupon Notes), which shall be payable upon declaration of acceleration of maturity thereof shall not be other than the principal amount thereof. Unless
otherwise specified in the applicable Pricing Supplement, the portion of the principal amount of Zero Coupon Notes and certain interest bearing Notes issued as Discount Notes (as specified in the applicable Pricing Supplement) upon any acceleration
of the maturity thereof will be the Amortized Face Amount and in the case of an interest-bearing note issued as a Discount Note, any accrued but unpaid stated interest payments. Unless otherwise specified in the applicable Pricing Supplement, the
amount payable to the holder of such Discount Note upon any redemption thereof will be the applicable percentage of the Amortized Face Amount thereof specified in the applicable Pricing Supplement, and in the case of any interest bearing Note issued
as a Discount Note, any accrued but unpaid stated interest payments (as defined in the Treasury Regulations regarding original issue discount issued by the Treasury Department (the “Regulations”)). The “Amortized Face Amount”
of a Discount Note shall be the amount equal to the sum of (a) the issue price (as set forth on the face of such Discount Note) plus (b) the portion of the difference between the issue price and the principal amount of such Discount Note
that has been amortized at the yield of the Discount Note, computed in accordance with the rules set forth in the Internal Revenue Code of 1986, as amended, and applicable Regulations, at the date as of which the Amortized Face Amount is calculated.
In no event can the Amortized Face Amount exceed the principal amount of such Note due at the stated maturity thereof.
(10) The Notes may
be denominated, and payments of principal of and interest on the Notes will be made, in United States dollars or in such foreign currencies or foreign currency units (a “Specified Currency”) as may be specified in the applicable Pricing
Supplement (“Foreign Currency Notes”).
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(11) Except as otherwise described in Paragraphs (4) and (10) above, the amount of
payments of principal of and any premium or interest on the Notes will not be determined with reference to an index.
(12) Foreign
Currency Notes will be paid in U.S. dollars converted from the Specified Currency unless a Holder of Foreign Currency Notes elects to be paid in the Specified Currency or unless the applicable Pricing Supplement provides otherwise. In the case of a
Note having a Specified Currency other than U.S. dollars, the principal of that Note in U.S. dollars will be based on the highest bid quotation in The City of New York received by an agent specified in the applicable Pricing Supplement (the
“exchange rate agent”) at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the exchange rate agent) selected
by the exchange rate agent and approved by the Company for the purchase by the quoting dealer of the specified currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all holders of
Foreign Currency Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three such bid quotations are not available, the Company will make payments in the Specified Currency. All currency
exchange costs will be borne by the holders of the Foreign Currency Note by deductions from such payments. Unless indicated otherwise in the applicable Pricing Supplement, a holder of Foreign Currency Notes may elect to receive payment of the
principal of and interest on the Foreign Currency Notes in the Specified Currency by transmitting a written request for such payment to the corporate trust office of the paying agent on or prior to the Regular Record Date or at least 15 calendar
days prior to maturity, as the case may be. A Holder may make this request in writing (mailed or hand delivered) or sent by facsimile or other electronic transmission. A Holder of a Foreign Currency Note may elect to receive payment in the Specified
Currency for all principal and interest payments and need not file a separate election for each payment. Such Holder’s 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 at least 15 calendar days prior to the Maturity Date, as the case may be. If a Specified Currency is not available for the payment of principal, premium or interest with
respect to a Foreign Currency Note due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of transactions by public
institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such Specified Currency is again available or used, the Company will be entitled to satisfy its obligations to
Holders of Foreign Currency Notes by making such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of the specified currency as certified for customs purposes (or, if not so certified as
otherwise determined) by the Federal Reserve Bank of New York (the “market exchange rate”) as computed by the exchange rate agent on the second Business Day prior to such payment or, if not then available, on the basis of the most
recently available market exchange rate or as otherwise indicated in an applicable Pricing Supplement. All determinations referred to above made by the exchange rate agent will be at its sole discretion and will, in the absence of clear error, be
conclusive for all purposes and binding on the Holders of the Foreign Currency Notes.
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(13) Unless otherwise specified in the applicable Pricing Supplement, the Notes shall be
subject to the events of default specified in Section 501, paragraphs (1) through (5) of the Indenture and the covenant breaches defined in Section 101 of the Indenture.
(14) Each Note will be represented by either a master global note or a global note in fully registered form (each a “Global Note”)
registered in the name of a nominee of the Depository (each such Note represented by a Global Note being herein referred to as a “Book-Entry Note”) or a certificate issued in definitive registered form, without coupons (a
“Certificated Note”), as set forth in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, The Depository Trust Company will act as Depositary. The Notes may also be issued in the form of
one or more Global Notes and registered in the name of the nominee of a common safekeeper or a common depositary for Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank SA/NV, or its successor, as operator of the Euroclear System
(“Euroclear”). Except as provided in Section 305 of the Indenture, Book-Entry Notes will not be issuable in certificated form and will not be exchangeable or transferable. So long as the Depositary or its nominee is the registered
holder of any Global Note, the Depositary or its nominee, as the case may be, will be considered the sole Holder of the Book-Entry Note or Notes represented by such Global Note for all purposes under the Indenture and the Notes.
(15) Interest will be payable to the person in whose name a Note (or one or more predecessor Notes) is registered at the close of business on
the applicable record date; provided, however, that interest payable at maturity, redemption or repayment (whether or not the date of maturity, redemption or repayment is an Interest Payment Date) will be payable to the person to whom principal
shall be payable.
(16) Unless otherwise specified in the applicable Pricing Supplement, the Notes shall be defeasible pursuant to
Sections 1302 and 1303 of the Indenture.
(17) The Company will pay any administrative costs imposed by banks in making payments in
immediately available funds, but, except as otherwise provided in the applicable Pricing Supplement, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Notes in respect of which such payments are
made.
(18) Subject to the terms of the Indenture and the resolutions and authorization referred to in the first paragraph hereof, the
Notes shall have such other terms (which may be in addition to or different from the terms set forth herein) as are specified in the applicable Pricing Supplement.
B. Establishment of Note Forms pursuant to Section 201 of Indenture.
It is hereby established pursuant to Section 201 of the Indenture that the Global Securities representing Book-Entry Notes shall be
substantially in the forms attached as Exhibits A, B, C, D and E hereto, unless a different form is approved by an Authorized Officer, such approval being conclusively evidenced by the Authorized Officers’ approval for filing with the
Commission of the applicable Pricing Supplement (which Pricing Supplement shall be deemed a copy of a Board Resolution certified by the secretary or an assistant secretary of the Company satisfying the requirements of Section 201 of the
Indenture).
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C. Establishment of Procedures for Authentication of Notes Pursuant to
Section 303 of Indenture.
It is hereby ordered pursuant to Section 303 of the Indenture that Notes in
substantially the form attached as Exhibits A, B, C, D and E hereto, or in such other form as may be approved by an Authorized Officer, may be authenticated by the Trustee and issued in accordance with the Administrative Procedures attached
hereto as Exhibit F and upon receipt by the Trustee (including electronically) of a Company Order for authentication and delivery of such Notes and a Pricing Supplement setting forth the information specified or contemplated therein for the
particular Notes to be authenticated and issued, in substantially the form attached as Exhibit G hereto or in such other form as may be approved by an Authorized Officer, such approval being conclusively evidenced by the Authorized
Officers’ approval for filing with the Commission of the same.
D. Other Matters.
The applicable Pricing Supplement shall specify any agent of the Company designated for the purpose of delivering, for cancellation by the
Trustee pursuant to Section 310 of the Indenture, Notes which have not been issued and sold by the Company.
The specific terms of
any Base Rate, and any additional Base Rate not described herein, may be updated, revised, or otherwise established from time to time in an applicable Pricing Supplement, in which case such terms set forth in such Pricing Supplement shall be deemed
to be incorporated by reference herein as if set forth herein.
Attached as Exhibit H hereto is a true and correct copy of
resolutions duly adopted by the Board of Directors of the Company on May 13, 2026; such resolutions have not been further amended, modified or rescinded and remain in full force and effect; and such resolutions are the only resolutions adopted
by the Company’s Board of Directors or by any Authorized Officers relating to the offering and sale of the Notes.
[Remainder of
the page is intentionally left blank; signature page follows.]
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The undersigned have read the pertinent sections of the Indenture including the related
definitions contained therein. The undersigned have examined the resolutions adopted by the Company’s Board of Directors. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable
the undersigned to express an informed opinion as to whether or not the conditions precedent to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) the procedures for authentication of such
series of Securities, contained in the Indenture have been complied with. In the opinion of the undersigned, such conditions have been complied with.
Dated: June 10, 2026
KEYCORP
By:
/s/ Timothy J. Schmidt
Timothy J. Schmidt
Treasurer
By:
/s/ Andrea McCarthy
Andrea McCarthy
Assistant Secretary
Signature Page to
Officers’ Certificate and Company Order, Series U
EXHIBIT A – FORM OF SENIOR MEDIUM-TERM NOTE, SERIES U
(FIXED RATE)
EXHIBIT B – FORM OF SENIOR MEDIUM-TERM NOTE, SERIES U
(FLOATING RATE)
EXHIBIT C – FORM OF SENIOR MEDIUM-TERM NOTE, SERIES U
(FIXED RATE/FLOATING RATE)
EXHIBIT D – FORM OF SENIOR MEDIUM-TERM NOTE, SERIES U
(FIXED RATE RESET)
EXHIBIT E – FORM OF SENIOR MEDIUM-TERM NOTE, SERIES U
(MASTER GLOBAL NOTE)
EXHIBIT F – ADMINISTRATIVE PROCEDURES
EXHIBIT G – FORM OF PRICING SUPPLEMENT
EXHIBIT H – RESOLUTIONS OF THE COMPANY’S BOARD OF DIRECTORS
DATED May 13, 2026
EX-4.2
EX-4.2
Filename: d150964dex42.htm · Sequence: 4
EX-4.2
Exhibit 4.2
KEYCORP
Subordinated
Medium-Term Notes, Series V
Officers’ Certificate and Company Order
Pursuant to the Indenture dated as of June 10, 1994, as supplemented by the First Supplemental Indenture, dated as of November 14,
2001, the Second Supplemental Indenture, dated as of November 13, 2013, and the Third Supplemental Indenture, dated as of June 16, 2023, relating to unsecured and subordinated notes (as so amended, and as may be further amended or
supplemented from time to time, collectively, the “Indenture”) between KeyCorp, an Ohio corporation (the “Company”), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”), and resolutions adopted by
the Company’s Board of Directors on May 13, 2026, this Officers’ Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture,
to establish the forms of the Securities of such series in accordance with Section 201 of the Indenture, and to establish the procedures for the authentication and delivery of specific Securities from time to time pursuant to Section 303
of the Indenture. As authorized by the Indenture, this Officers’ Certificate and Company Order has the same effect as, and is being used in lieu of, a supplemental indenture thereto.
All conditions precedent provided for in the Indenture relating to the establishment of (i) a series of Securities, (ii) the forms
of such series of Securities, and (iii) the procedures for the authentication and delivery of such series of Securities have been complied with.
The Company has filed a registration statement on Form S-3ASR (No.
333-296536), including a prospectus, and a prospectus supplement pursuant to Rule 424 under the Securities Act (the “Prospectus Supplement”), with the Commission, relating to the Notes (as defined
below). If the Company files any further registration statement, including a corresponding base prospectus, and a corresponding prospectus supplement for the purpose of registering the Notes under the Securities Act, then, after such filings, all
references to the “Prospectus Supplement” shall be deemed to refer to such further prospectus supplement. In connection with each issuances of Notes, the Company will prepare a pricing supplement to the Prospectus Supplement in
substantially the form attached hereto as Exhibit G (each, a “Pricing Supplement”), or in such other form as may be approved by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, the Chief
Financial Officer, the Treasurer or an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, or any other officer of the Company customarily performing functions similar to those performed by any of the above designated
officers (each, an “Authorized Officer”).
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
A. Establishment of Series pursuant to Section 301 of the
Indenture.
There is hereby established pursuant to Section 301 of the Indenture a series of
Securities which shall have the following terms (the numbered clauses set forth below correspond to the numbered subsections of Section 301 of the Indenture):
(1) The Securities of such series shall bear the title “Subordinated Medium-Term Notes, Series V” (referred to herein as the
“Notes”).
(2) The aggregate principal amount of the Notes of such series to be issued pursuant to this Officers’
Certificate is unlimited.
(3) (a) Each Note within such series shall mature on a date 9 months or more from its date of issue as
specified in such Note and in the applicable Pricing Supplement; provided, however, that no Commercial Paper Rate Note (as defined below) shall mature less than 9 months and 1 day from its date of issue. Unless otherwise stated in the
applicable Pricing Supplement, no Series V Note will mature less than 5 years from its date of issue. If the Maturity Date of any Note or the Interest Payment Date of any Note (other than a Floating Rate Note (as defined below)) specified in the
applicable Pricing Supplement is a day that is not a Business Day, interest, principal and premium, if any, will be paid on the next day that is a Business Day with the same force and effect as if made on such specified Maturity Date or Interest
Payment Date, as applicable, and no interest on that payment will accrue for the period from and after such specified Maturity Date or Interest Payment Date, as applicable. With respect to the Notes of this series, unless otherwise defined in the
Pricing Supplement, “Business Day” means, unless the applicable Pricing Supplement specifies otherwise, (i) for SOFR Notes, any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets
Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities; (ii) for Notes denominated in a specified currency other than
U.S. dollars or the euro, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close, and is also a day on which commercial banks
and foreign exchange markets settle payments in the principal financial center of the country of the relevant specified currency (if other than New York City); (iii) for Notes denominated in the euro or with a base rate of EURIBOR, any day that is
not a Saturday or Sunday and that is not a day that banking institutions in London are generally authorized or obligated by law or executive order to close, and is also a day on which the Trans-European Automated Real Time Gross Settlement Express
Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007 (or any successor or replacement for that system) is open for settlement of payment in the euro (a “T2 Business Day”); and
(iv) in all other instances, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close.
Unless otherwise specified in the applicable Pricing Supplement, the principal financial center of any country for the purpose
of the foregoing definition is (1) the capital city of the country issuing the specified currency, or (2) the capital city of the country to which the designated currency relates, as applicable, except, in the case of (1) or (2)
above, that with respect to United States dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South African rand and Swiss francs, the “principal financial center” shall be the City of New York and (solely in the
case of the specified currency) Sydney, Toronto, Brussels, Wellington, Johannesburg and Zurich, respectively.
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(b) If specified in the applicable Pricing Supplement that the Notes
are “Renewable Notes”, the Renewable Notes will mature on an interest payment date as specified in the applicable Pricing Supplement (the “initial maturity date”), unless the maturity of all or any portion of the principal
amount is extended as described below. On the interest payment dates in June and December each year (unless different interest payment dates are specified in the Pricing Supplement), which are “election dates”, the maturity of the
Renewable Notes will be extended to the interest payment date occurring 12 months after the election date, unless the holder elects to terminate the automatic extension of the maturity of the Renewable Notes or any portion having a principal amount
of $2,000 or any multiple of $1,000 in excess thereof. To terminate, notice has to be delivered to the paying agent not less than nor more than the number of days specified in the applicable Pricing Supplement prior to the related election date. The
option may be exercised with respect to less than the entire principal amount of the Renewable Notes so long as the principal amount for which the option is not exercised is at least $2,000 or any larger amount that is an integral multiple of
$1,000. The maturity of the Renewable Notes may not be extended beyond the final maturity date that is set forth in the applicable Pricing Supplement. If the holder elects to terminate the automatic extension of the maturity and the election is not
revoked, then the portion of the Renewable Note for which election was made will become due and payable on the interest payment date, unless another date is set forth in the Pricing Supplement, falling six months after the election date prior to
which the holder made such election. An election to terminate the automatic extension of maturity may be revoked as to any portion of the Renewable Notes having a principal amount of $2,000 or any multiple of $1,000 in excess thereof by delivering a
notice to the paying agent on any day following the effective date of the election to terminate the automatic extension and prior to the date 15 days before the date on which the portion would have matured.
(c) If specified in the applicable Pricing Supplement that the Notes are “Extendible Notes”, the Company has
the option to extend the stated maturity of such Extendible Notes for an extension period. Such an extension period is one or more periods of one to five whole years, up to but not beyond the final maturity date described in the related Pricing
Supplement. The Company may exercise its option to extend the Extendible Note by notifying the applicable trustee (or any duly appointed paying agent) at least 50 but not more than 60 days prior to the then effective maturity date. If the Company
elects to extend the Extendible Note, the Trustee (or paying agent) will mail (at least 40 days prior to the maturity date) to the registered holder of the Extendible Note a notice (“Extension Notice”) informing the holder of its
election, the new maturity date and any updated terms. Upon the mailing of the Extension Notice, the maturity of such Extendible Note will be extended automatically as set forth in the Extension Notice. However, the Company may, not later than 20
days prior to the maturity date of an Extendible Note (or, if such date is not a Business Day, on the immediately succeeding Business Day), at its option, establish a higher interest rate, in the case of a Fixed Rate Note, or a higher spread and/or
spread multiplier, in the case of a Floating Rate Note, for the extension period by mailing or causing the Trustee (or paying agent) to mail notice of such higher interest rate or higher spread and/or spread multiplier to the holder of the
Extendible Note. The notice will be irrevocable. If the Company elects to extend the maturity of an Extendible Note, the holder of the Note will have the option to instead elect repayment of the Note by the Company on
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the then effective maturity date. In order for an Extendible Note to be so repaid on the maturity date, the Company must receive, at least 25 days but not more than 35 days prior to the maturity
date: (i) the Extendible Note with the form “Option to Elect Repayment” on the reverse of the Extendible Note duly completed; or (ii) a facsimile transmission, telex or a letter from a member of a national securities exchange
or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or a commercial bank or trust company in the United States setting forth the name of the holder of the Extendible Note, the principal amount of the Extendible Note, the
principal amount of the Extendible Note to be repaid, the certificate number or a description of the tenor and terms of the Extendible Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the
Extendible Note to be repaid, together with the duly completed form entitled “Option to Elect Repayment” on the reverse of the Extendible Note, will be received by the Trustee (or paying agent) not later than the fifth Business Day after
the date of the facsimile transmission, telex or letter; provided, however, that the facsimile transmission, telex or letter will only be effective if the Trustee or paying agent receives the Extendible Note and form duly completed by that fifth
business day. A holder of an Extendible Note may exercise this option for less than the aggregate principal amount of the Extendible Note then outstanding if the principal amount of the Extendible Note remaining outstanding after repayment is an
authorized denomination.
(4) Each Note within such series that bears interest will bear interest at (a) a fixed rate (the
“Fixed Rate Notes”), (b) a floating rate determined by reference to one or more Base Rates (as defined below), which may be adjusted by a Spread and/or Spread Multiplier (each as defined below) (the “Floating Rate Notes”),
(c) a specified fixed rate for a specified portion of its term and then reset such fixed rate to a fixed rate determined by reference to a reset reference rate, which may be adjusted by a Spread and/or Spread Multiplier, at specified intervals for
the remainder of its term (the “Fixed Rate Reset Notes”), (d) a specified fixed rate for a specified portion of its term and then bear interest at a floating rate, as determined by reference to one or more Base Rates, which may be
adjusted by a Spread and/or Spread Multiplier, for the remainder of its term (the “Fixed Rate/Floating Rate Note”), or (e) an indexed rate (the “Indexed Notes”). Notes within such series may also be issued as “Zero
Coupon Notes” which do not provide for any periodic payments of interest. Notes may be issued as discount notes (the “Discount Notes”) at a discount from the principal amount thereof due at the stated maturity as specified in the
applicable Pricing Supplement. Any Floating Rate Note, Fixed Rate Reset Note or Fixed Rate/Floating Rate Note may also have either or both of the following as set forth in the applicable Pricing Supplement: (i) a maximum interest rate
limitation, or ceiling, on the rate at which interest will accrue during any Interest Reset Period (as defined below); and (ii) a minimum interest rate limitation, or floor, on the rate at which interest will accrue during any Interest Reset
Period. The interest rate on a Note will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application and will in no event be lower than zero. Under present New York
law, the maximum rate of interest, with certain exceptions, is 16% per annum on a simple interest basis for securities in which less than $250,000 has been invested and 25% per annum on a simple interest basis for securities in which $250,000 or
more has been invested. This limit may not apply to Notes in which $2,500,000 or more has been invested. The applicable Pricing Supplement may designate any of the following interest rate bases or formulas (“Base Rates”) as applicable to
each Floating Rate Note or Fixed Rate/Floating Rate Note: (a) the Compounded Canadian Overnight Repo Rate Average (“CORRA”), in which case such Note will
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be a “CORRA Note”; (b) the Constant Maturity Treasury Rate (“CMT Rate”), in which case such Note will be a “CMT Rate Note”; (c) the Commercial Paper Rate, in
which case such Note will be a “Commercial Paper Rate Note”; (d) Euro Interbank Offered Rate (“EURIBOR”), in which case such Note will be a “EURIBOR Note”; (e) the Federal Funds Rate, in which case such Note will
be a “Federal Funds Rate Note”; (f) the Prime Rate, in which case such Note will be a “Prime Rate Note”; (g) Compounded Secured Overnight Financing Rate (“SOFR”) or Compounded SOFR Index, in either of which case
such Note will be a “SOFR Note”; (h) the Treasury Rate, in which case such Note will be a “Treasury Rate Note”; or (i) one or more other Base Rates.
The interest rate on each Floating Rate Note for each interest period, or Fixed Rate/Floating Rate Note for each interest period during the
floating rate period will be determined by reference to the applicable Base Rates specified in the applicable Pricing Supplement for such interest period, plus or minus the applicable Spread, if any, or multiplied by the applicable Spread
Multiplier, if any. The “Spread” is the number of basis points, each one-hundredth of a percentage point, specified in the applicable Pricing Supplement to be added or subtracted from the Base Rate
for a Floating Rate Note. The “Spread Multiplier” is the percentage specified in the applicable Pricing Supplement to be applied to the Base Rate for a Floating Rate Note.
Each Note that bears interest will bear interest from and including its date of issue or from and including the most recent Interest Payment
Date to which interest on such Note (or one or more predecessor Notes) has been paid or duly provided for (i) at the fixed rate per annum applicable to the related interest period, (ii) at the rate determined pursuant to the applicable
index, or (iii) at a rate per annum determined pursuant to the Base Rates applicable to the related interest period or interest periods, in each case as specified therein and in the applicable Pricing Supplement, until the principal thereof is
paid or made available for payment. Interest will be payable on each Interest Payment Date and at maturity or upon redemption or repayment. The first payment of interest on any Note originally issued after a Regular Record Date and on or before an
Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered holder on such next succeeding Regular Record Date. Interest rates and Base Rates are subject to change by the
Company from time to time but no such change will affect any Note theretofore issued or which the Company has agreed to issue. Unless otherwise specified in the applicable Pricing Supplement, the “Interest Payment Dates” and the
“Regular Record Dates” for Fixed Rate Notes, Floating Rate Notes, Fixed Rate Reset Notes and Fixed Rate/Floating Rate Notes shall be as described below under “Fixed Rate Notes,” “Floating Rate Notes,” “Fixed
Rate Reset Notes” and “Fixed Rate/Floating Rate Notes,” respectively.
The applicable Pricing Supplement will specify
among other things: (i) the issue price, Interest Payment Dates and Regular Record Dates; (ii) with respect to any Fixed Rate Note, the interest rate; (iii) with respect to any Indexed Note, the index; (iv) with respect to any
Floating Rate Note, Fixed Rate Reset Note or Fixed Rate/Floating Rate Note, the applicable Initial Interest Rate (as defined below), the method (which may vary from interest period to interest period) of calculating the interest rate applicable to
each interest period (including, if applicable, the Spread and/or Spread Multiplier, the Interest Determination Dates (as defined below), the Interest Reset Dates and any minimum or maximum interest rate limitations); (v) whether such Note is a
Discount Note; and (vi) any other terms related to interest on the Notes.
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Fixed Rate Notes.
Each Fixed Rate Note (except a Zero Coupon Note), whether or not issued as a Discount Note, will bear interest at the annual rate specified
therein and in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the Interest Payment Dates for the Fixed Rate Notes will be on June 15 and December 15 of each year and at maturity or upon
redemption or repayment and the Regular Record Dates for the Fixed Rate Notes will be June 1 and December 1, respectively. Unless otherwise specified in the applicable Pricing Supplement, each interest payment on a Fixed Rate Note will
include interest accrued from, and including, the issue date or the last Interest Payment Date, as the case may be, to, but excluding, the following Interest Payment Date, the Maturity Date, Redemption Date or Repayment Date, as the case may be.
Except as otherwise provided in the applicable Pricing Supplement, interest on Fixed Rate Notes will be computed and paid on the basis of a 360-day year of twelve 30-day
months. In the event that the Maturity Date, Redemption Date, Repayment Date or any Interest Payment Date for a Fixed Rate Note is not a Business Day, principal, premium, if any, and interest will be paid on the next day that is a Business Day, and
no additional interest or other payment will accrue as a result of such delayed payment.
A Fixed Rate Note may pay amounts in respect of
both interest and principal amortized over the life of the Note (an “Amortizing Note”). Unless otherwise specified in the applicable Pricing Supplement, payments of principal and interest on Amortizing Notes will be made semiannually on
each June 15 and December 15, and the Regular Record Date will be June 1 and December 1, respectively. Payments on Amortizing Notes will be applied first to interest due and payable and then to the reduction of unpaid principal
amount.
Floating Rate Notes.
Unless otherwise specified in the applicable Pricing Supplement and except as provided below, interest on Floating Rate Notes will be payable
on the following Interest Payment Dates: in the case of Floating Rate Notes with interest payable monthly, on the third Wednesday of each month of each year; in the case of Floating Rate Notes with interest payable quarterly, on the third Wednesday
of March, June, September and December of each year; in the case of Floating Rate Notes with interest payable semiannually, on the third Wednesday of the two months of each year specified in the applicable Pricing Supplement; and in the case of
Floating Rate Notes with interest payable annually, on the third Wednesday of the month of each year specified in the applicable Pricing Supplement. Interest will also be paid at maturity or upon redemption or repurchase. Unless otherwise specified
in the applicable Pricing Supplement, the Regular Record Dates for the Floating Rate Notes will be the day (whether or not a Business Day) fifteen calendar days preceding each Interest Payment Date. In the event that any Interest Payment Date (other
than any Interest Payment Date that is the Maturity Date, a Redemption Date or a Repayment Date) for any Floating Rate Note is not a Business Day, such Interest Payment Date shall be postponed to the next day that is a Business Day, provided that,
for SOFR, CORRA and EURIBOR Notes, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be advanced to the immediately preceding Business Day, and, in each case, the related Interest Periods also will be
adjusted for such non-Business Days. If the Maturity Date or a Redemption Date or Repayment Date is not a Business Day, principal, premium, if any, and interest payable on such date will be paid on the next
succeeding Business Day, and no interest or other payment will accrue as a result of such delay.
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For CORRA Notes and SOFR Notes, the interest rate will be reset as set forth below under
“—CORRA Notes” and “—SOFR Notes,” respectively. Each period from, and including, the last interest reset date (or, in the case of the first interest reset period, the issue date) to, but excluding, the next
interest reset date (or, in the case of the final interest reset period, the Maturity Date or earlier Redemption or Repayment Date) is referred to as an “Interest Reset Period,” and the date on which each such reset occurs is referred to
as an “Interest Reset Date.” Unless otherwise specified in the applicable Pricing Supplement, except for CORRA Notes and SOFR Notes, the rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly,
semi-annually, annually or on some other basis, as specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the Interest Reset Date will be as follows: in the case of Floating Rate Notes which
are reset daily, each Business Day; in the case of Floating Rate Notes (other than Treasury Rate Notes) which are reset weekly, the Wednesday of each week; in the case of Floating Rate Notes that are Treasury Rate Notes which are reset weekly, the
Tuesday of each week (except if the auction date falls on a Tuesday, then the next Business Day, as provided below); in the case of Floating Rate Notes which are reset monthly, the third Wednesday of each month; in the case of Floating Rate Notes
which are reset quarterly, the third Wednesday of March, June, September and December of each year; in the case of Floating Rate Notes which are reset semi-annually, the third Wednesday of the two months of each year which are six months apart, as
specified in the applicable Pricing Supplement; and in the case of Floating Rate Notes which are reset annually, the third Wednesday of the month of each year specified in the applicable Pricing Supplement.
The interest rate in effect from the date of issue to the first Interest Reset Date with respect to a Floating Rate Note (the “Initial
Interest Rate”) will be as specified in the applicable Pricing Supplement. Thereafter, the interest rate will be the rate determined on each Interest Determination Date. If any Interest Reset Date for any Floating Rate Note would otherwise be
a day that is not a Business Day, such Interest Reset Date shall be postponed to the next day that is a Business Day, provided that, for SOFR, CORRA and EURIBOR Notes, if such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day.
Unless otherwise specified in the applicable Pricing Supplement, the
interest rate determined with respect to any Interest Determination Date will become effective on and as of the next succeeding Interest Reset Date or, in the case of CORRA Notes and SOFR Notes, with respect to the relevant interest period as set
forth below under “—CORRA Notes” and “—SOFR Notes,” respectively, or, in each case, as set forth in the applicable Pricing Supplement. As used herein, “Interest Determination Date” means the date as of
which the new interest rate is determined for a particular Interest Reset Date, based on the applicable interest rate basis or formula as of that Interest Determination Date and calculated on the related Calculation Date. The “Calculation
Date” is the date by which the calculation agent will determine the new interest rate that became effective on a particular Interest Reset Date based on the applicable interest rate basis or formula on the Interest Determination Date. The
Interest Determination Date for all Floating Rate Notes (except CORRA Notes, EURIBOR Notes, SOFR Notes and Treasury Rate Notes) will be the second Business Day before the Interest Reset Date. Unless otherwise specified in the applicable Pricing
Supplement, the Interest Determination Date in the case of SOFR Notes will be as set forth below under “—SOFR Notes” or in the applicable Pricing Supplement. For CORRA Notes, the Interest Determination Date will be as set forth
below under “—CORRA Notes” or in the applicable Pricing Supplement. For EURIBOR Notes, the Interest Determination Date will be the second T2 Business Day before the applicable Interest Reset Date.
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The Interest Determination Date for Treasury Rate Notes will be the day of the week in which
the Interest Reset Date falls on which Treasury bills of the same index maturity are normally auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held
on Tuesday. Sometimes, the auction is held on the preceding Friday. If an auction is held on the preceding Friday, that day will be the Interest Determination Date relating to the Interest Reset Date occurring in the next week. If an auction date
falls on any interest reset date, then the Interest Reset Date will instead be the first Business Day immediately following the auction date.
Each interest payment on a Floating Rate Note will include interest accrued during the period from, and including, the last Interest Payment
Date (or, in the case of the first interest period, the issue date) to, but excluding, the next Interest Payment Date (or, in the case of the final interest period, the Maturity Date or earlier Redemption or Repayment Date) (each such period, an
“interest period”). Accrued interest on a Floating Rate Note (other than CORRA Notes and SOFR Notes) will be calculated by multiplying the principal amount of a Note by an accrued interest factor (the “Accrued Interest
Factor”). The Accrued Interest Factor is the sum of the interest factors calculated for each day in the period for which accrued interest is being calculated. The interest factor for each day is computed by dividing the interest rate in effect
on that day by (1) the actual number of days in the year, in the case of Treasury Rate Notes or CMT Rate Notes, or (2) 360, in the case of other applicable Floating Rate Notes. All percentages resulting from any calculation are rounded to the
nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward. For example, 9.876545% (or .09876545) will be rounded to 9.87655% (or .0987655). All
currency amounts used in or resulting from such calculation will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded
upward). For CORRA Notes and SOFR Notes, accrued interest will be calculated as described below under “—CORRA Notes” and “—SOFR Notes,” respectively.
Unless otherwise specified in the applicable Pricing Supplement, KeyBank National Association will be the “calculation agent”.
Unless otherwise specified in the applicable Pricing Supplement, the “calculation date”, if applicable, pertaining to any Interest Determination Date on a Floating Rate Note will be the earlier of (i) the tenth calendar day after
such Interest Determination Date, or, if any such day is not a Business Day, the next succeeding Business Day, and (ii) the Business Day immediately preceding the relevant Interest Payment Date, or the Maturity Date, as the case may be;
provided that for CORRA Notes and SOFR Notes, the calculation agent will determine the interest rate with respect to any interest period as soon as reasonably practicable on or after the Interest Determination Date for such interest period and prior
to the relevant Interest Payment Date.
CORRA Notes. CORRA Notes will bear interest at the interest rates, calculated with
reference to the Canadian Overnight Repo Rate Average, commonly referred to as CORRA, and the Spread and/or Spread Multiplier, if any, specified in the CORRA Notes and in the applicable Pricing Supplement. CORRA Notes will be subject to the minimum
and the maximum interest rate, if any.
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Unless the applicable Pricing Supplement specifies otherwise, the interest rate for each
relevant interest period will be determined by the calculation agent on each Interest Determination Date relating to a Floating Rate Note for which the interest rate is determined with reference to CORRA (a “CORRA Interest Determination
Date”), at a Base Rate equal to compounded daily CORRA (“compounded CORRA”), calculated as described below or by any other method of calculation specified in the applicable Pricing Supplement. The CORRA Interest Determination Date
for a CORRA Note means the day that is the number of Toronto banking days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant interest period, as specified in the applicable Pricing
Supplement. Unless the applicable Pricing Supplement specifies otherwise, the CORRA Interest Determination Date for each interest period will be two Toronto banking days preceding the applicable Interest Payment Date (or Maturity Date, Redemption
Date, or Repayment Date).
The amount of interest accrued and payable on the CORRA Notes for each interest period will be calculated by
the calculation agent and will be equal to the product of (i) the outstanding principal amount of the CORRA Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the
relevant interest period multiplied by (b) the quotient of the actual number of calendar days in such interest period divided by 365.
The calculation agent will determine compounded CORRA for each applicable interest period in accordance with the formula below, and with
respect to the observation period relating to such interest period. Compounded CORRA, the interest rate and accrued interest for each interest period will be determined by the calculation agent in arrears for each applicable interest period as soon
as reasonably practicable on or after the last day of the applicable observation period related to such interest period and prior to the relevant Interest Payment Date. The calculation agent will notify the Company of compounded CORRA and such
interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the Business Day immediately prior to the Interest Payment Date.
Compounded CORRA Notes with Observation Shift
“Compounded CORRA” means, for any observation period, the rate of return of a daily compounded interest investment calculated in
accordance with the following formula, with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.00000005 being rounded upwards:
where:
“d” for any observation period, means the number of calendar days in the relevant observation period;
“d0” for any observation period, is the number of Toronto
banking days in the relevant observation period;
“i” means a series of whole numbers from one to d0, each representing the relevant Toronto banking day in chronological order from, and including, the first Toronto banking day in the relevant observation period;
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“ni” for
any Toronto banking day “i” in the relevant observation period, means the number of calendar days from, and including, such Toronto banking day “i” to, but excluding, the following Toronto banking day (which is
“i” + 1);
“CORRAi” means, in respect
of any Toronto banking day “i” in the relevant observation period, a reference rate equal to the daily Canada Overnight Repo Rate Average for such Toronto banking day, as published by the Bank of Canada, as the administrator of
CORRA (or any successor administrator of CORRA), on the website of the Bank of Canada or any successor website, or such other source or page as is specified in the applicable Pricing Supplement or, if the Bank of Canada’s website or such other
source or page as is specified in the applicable Pricing Supplement, as applicable, is unavailable, as otherwise published by such authorized distributors (in each case, at approximately 11:00 a.m., Toronto time (or such other time as is specified
in the applicable Pricing Supplement)), on the immediately following Toronto banking day, which is Toronto banking day “i”+ 1;
“observation period” means, in respect of each observation period, the period from, and including, the date that is two Toronto
banking days (or such other number of Toronto banking days as the Company may specify in the applicable Pricing Supplement) preceding the first date in such interest period to, but excluding, the date that is two Toronto banking days (or such other
number of Toronto banking days as the Company may specify in the applicable Pricing Supplement) preceding the Interest Payment Date for such interest period (or, in the case of the final interest period, the Maturity Date or earlier Redemption Date
or Repayment Date); and
“Toronto banking day” means a day on which Schedule I banks under the Bank Act (Canada) are open
for business in the city of Toronto, Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar for CORRA or an Applicable Fallback Rate as may be adopted by the administrator of CORRA from
time to time).
If neither the administrator nor authorized distributors provide or publish CORRA and an Index Cessation Effective Date
with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA.
Notwithstanding the foregoing, upon the occurrence of an Index Cessation Event, the terms and provisions set forth under “—Effect
of an Index Cessation Event — CORRA” will apply to the CORRA Notes.
Effect of an Index Cessation
Event — CORRA
Upon the occurrence of an Index Cessation Event and related Index Cessation Effective Date, the
interest rate for a CORRA Interest Determination Date that occurs on or after such Index Cessation Effective Date will be the CAD Recommended Rate determined in accordance with (i) and (ii) below, to which the calculation agent will apply
the most recently published spread and make such adjustments as are necessary to account for any difference in the term, structure or tenor of the CAD Recommended Rate in comparison to CORRA, in each case that the Company or its designee (which may
be an affiliate of the Company), after consulting with the Company, determines, from time to time, and notifies to the calculation agent, are consistent with accepted market practice or applicable regulatory or legislative action or guidance for the
use of such Applicable Fallback Rate for debt obligations comparable to the CORRA Notes in such circumstances:
(i)
Index Cessation Effective Date with respect to CORRA. If there is a CAD Recommended Rate before the end
of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA but neither the administrator nor authorized distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date with
respect to the CAD Recommended Rate has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD
Recommended Rate.
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(ii)
No CAD Recommended Rate or Index Cessation Effective Date with respect to CAD Recommended Rate. If there
is no CAD Recommended Rate before the end of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA, or there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with
respect to such CAD Recommended Rate, then the Base Rate for a CORRA Interest Determination Date that occurs on or after such applicable Index Cessation Effective Date will be the BOC Target Rate (as defined below). If neither the administrator nor
authorized distributors provide or publish the BOC Target Rate and an Index Cessation Effective Date with respect to the BOC Target Rate has not occurred, then, in respect of any day for which the BOC Target Rate is required, references to the BOC
Target Rate will be deemed to be references to the last provided or published BOC Target Rate.
Applicable Fallback
Rate Conforming Changes. Notwithstanding the foregoing, in connection with the implementation of an Applicable Fallback Rate, the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, may make
such adjustments to the Applicable Fallback Rate or the spread thereon, if any, as well as the business day convention, the calendar day count convention, interest determination dates, interest reset dates and related provisions and definitions
(including observation dates for reference rates), in each case that are consistent with accepted market practice for the use of the Applicable Fallback Rate for debt obligations such as the CORRA Notes in such circumstances.
Any determination, decision or election that may be made by the Company or the calculation agent, as applicable, in relation to the Applicable
Fallback Rate, including any determination with respect to an adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection: (i) will be conclusive and binding, absent manifest error; (ii) if made by the Company, will be made in the Company’s sole discretion, or, as applicable, if made by the calculation agent will be made after consultation
with the Company and the calculation agent will not make any such determination, decision or election to which the Company objects and will have no liability for not making any such determination, decision or election; and (iii) shall
become effective without consent from the holders of the CORRA Notes or any other party.
Definitions. As used in the foregoing
terms and provisions relating to the determination of CORRA:
“Applicable Fallback Rate” means the CAD Recommended Rate, or the
BOC Target Rate, as applicable;
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“BOC Target Rate” means the Bank of Canada’s target for the overnight rate
as set by the Bank of Canada and published on the Bank of Canada’s website or, if the Bank of Canada does not target a single rate, the mid-point of the target range set by the Bank of Canada and so
published (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards);
“CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a
committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or,
if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;
“Index Cessation Effective Date” means, in respect of an Index Cessation Event, the first date on which CORRA or the Applicable
Fallback Rate, as applicable, is no longer provided. If CORRA or the Applicable Fallback Rate, as applicable, ceases to be provided on the same day that it is required to determine the Base Rate for an interest period pursuant to the terms of
an applicable series of CORRA Notes but it was provided at the time at which it is to be observed pursuant to the terms and provisions of such series of CORRA Notes (or, if no such time is specified in the terms and provisions of such series,
at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published; and
“Index Cessation Event” means:
(A)
a public statement or publication of information by or on behalf of the administrator or provider of CORRA or
the Applicable Fallback Rate, as applicable, announcing that it has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable; or
(B)
a public statement or publication of information by the regulatory supervisor for the administrator or provider
of CORRA or the Applicable Fallback Rate, as applicable, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, a resolution authority with
jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator or provider for CORRA or the Applicable Fallback
Rate, as applicable, which states that the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely,
provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable.
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Constant Maturity Treasury (CMT) Rate Notes. CMT Rate Notes will bear interest
for each Interest Reset Period at the interest rates calculated with reference to the CMT Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, if any, as specified in the CMT Rate Notes and in the applicable Pricing
Supplement. CMT Rate Notes will be subject to the minimum and the maximum interest rate, if any, as specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, “CMT Rate” means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined with reference to the CMT Rate (a “CMT Rate Interest Determination Date”):
(I) If “Refinitiv Page FRBCMT” is the specified CMT Refinitiv Page in the applicable Pricing Supplement, the CMT Rate on the CMT
Rate Interest Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing Supplement as set forth in the daily
statistical release published by the Federal Reserve Board available through its website at https://www.federalreserve.gov/releases/h15/, or any successor site or publication, and designated as “Selected Interest Rates
(Daily)—H.15” (or any successor designation) (“H.15 Daily Update”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15
TCM”), as such yield is displayed on Refinitiv (or any successor service) on page FRBCMT (or any other page as may replace such page on such service) (“Refinitiv Page FRBCMT”) for such CMT Rate Interest Determination Date. The
calculation agent will follow the following procedures if the Refinitiv Page FRBCMT CMT Rate cannot be determined as described in the preceding sentence:
a. If such rate does not appear on Refinitiv Page FRBCMT, the CMT Rate on such CMT Rate Interest Determination Date shall be a
percentage equal to the yield for United States Treasury securities having the index maturity specified in the applicable Pricing Supplement and for such CMT Rate Interest Determination Date as set forth in the H.15 Daily Update under the caption
H.15 TCM.
b. If such rate does not appear in the H.15 Daily Update, the CMT Rate on such CMT Rate Interest Determination
Date shall be the rate for the period of the index maturity specified in the applicable Pricing Supplement as may then be published by either the Federal Reserve Board or the United States Department of the Treasury that the calculation agent
determines to be comparable to the rate that would otherwise have been published in the H.15 Daily Update.
c. If the
Federal Reserve Board or the United States Department of the Treasury does not publish a yield on United States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing Supplement for such
CMT Rate Interest Determination Date, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination
Date of three leading primary United States government securities dealers in New York City (which may include the Agents or their affiliates) (each, a “reference dealer”) 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
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the event of equality, one of the lowest) for United States Treasury securities with an original maturity equal to the index maturity specified in the applicable Pricing Supplement, a remaining
term to maturity no more than one year shorter than such index maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time.
d. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be
eliminated.
e. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination
Date shall be calculated by the calculation agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately
3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three reference dealers 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 United States Treasury securities with an original maturity greater than the index maturity specified in the applicable Pricing
Supplement, a remaining term to maturity closest to such index maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If two such United States Treasury securities with an
original maturity greater than the index maturity specified in the applicable Pricing Supplement have remaining terms to maturity equally close to such index maturity, the quotes for the United States Treasury security with the shorter original term
to maturity will be used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be based on the arithmetic mean of
the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated. If fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest Determination Date shall be the
CMT Rate in effect for the prior Interest Reset Period; provided, however, that if there was no preceding Interest Reset Date, the initial interest rate will remain in effect for the new Interest Reset Period.
(II) If “Refinitiv Page FEDCMT” is the specified CMT Refinitiv Page in the applicable Pricing Supplement, the CMT Rate on the CMT
Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified in the applicable Pricing Supplement, average yield for United
States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing Supplement as set forth in the H.15 Daily Update under the caption H.15 TCM as such yield is displayed on Refinitiv on page
FEDCMT (or any other page as may replace such page on such service) (“Refinitiv Page FEDCMT”) for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest
Determination Date falls. The calculation agent will follow the following procedures if the Refinitiv Page FEDCMT CMT Rate cannot be determined as described in the preceding sentence:
a. If such rate does not appear on Refinitiv Page FEDCMT, the CMT Rate on such CMT Rate Interest Determination Date shall be a
percentage equal to the one-week or one-month, as specified in the applicable Pricing Supplement, average yield for United States Treasury securities at “constant
maturity” having the index maturity specified in the applicable Pricing Supplement for the week or month, as applicable, preceding such CMT Rate Interest Determination Date as set forth in the H.15 Daily Update under the caption H.15 TCM.
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b. If such rates required to compute such average yield do not appear in the
H.15 Daily Update, the CMT Rate on such CMT Rate Interest Determination Date shall be the one-week or one-month, as specified in the applicable Pricing Supplement,
average yield for United States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing Supplement as otherwise announced by the Federal Reserve Bank of New York for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest Determination Date falls.
c. If the Federal Reserve Board does not publish a one-week or one-month, as specified in the applicable Pricing Supplement, average yield on United States Treasury securities at “constant maturity” having the index maturity specified in the applicable Pricing
Supplement for the applicable week or month, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the calculation agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such CMT Rate Interest Determination
Date of three reference dealers 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 United States Treasury securities with an original maturity equal to the index maturity specified in the applicable Pricing Supplement, a remaining term to maturity of no more than one year
shorter than such index maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time.
d. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the calculation agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be
eliminated.
e. If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination
Date shall be calculated by the calculation agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately
3:30 p.m., New York City time, on such CMT Rate Interest Determination Date of three reference dealers 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 United States Treasury securities with an original maturity greater than the index maturity specified in the applicable Pricing
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Supplement, a remaining term to maturity closest to such index maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time.
If two such United States Treasury securities with an original maturity greater than the index maturity specified in the applicable Pricing Supplement have remaining terms to maturity equally close to such index maturity, the quotes for the United
States Treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the
calculation agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated. If fewer than three such prices are provided as requested, the CMT Rate determined
as of such CMT Rate Interest Determination Date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset Date, the initial interest rate will remain in effect for the new
Interest Reset Period.
Commercial Paper Rate Notes. Commercial Paper Rate Notes will bear interest for each Interest Reset
Period at an interest rate equal to the Commercial Paper Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, as specified in such Commercial Paper Rate Note and the applicable Pricing Supplement, and will be subject to the
minimum interest rate or the maximum interest rate, if any, as specified in the applicable Pricing Supplement.
Unless otherwise specified
in the applicable Pricing Supplement, the “Commercial Paper Rate” for any Interest Determination Date is the money market yield (as defined below) of the rate on that date for commercial paper having the index maturity described in the
related Pricing Supplement, as published in H.15(519) under the heading “Commercial Paper — Nonfinancial” prior to 3:00 p.m., New York City time, on the calculation date for that Interest Determination Date.
Unless otherwise specified in the applicable Pricing Supplement, the calculation agent will observe the following procedures if the Commercial
Paper Rate cannot be determined as described above:
(I) If the above rate is not published in H.15(519) by 3:00 p.m., New York City time,
on the calculation date, the Commercial Paper Rate will be the money market yield of the rate on that Interest Determination Date for commercial paper having the index maturity described in the Pricing Supplement, as published in H.15 Daily Update
or such other recognized electronic source used for the purpose of displaying such rate.
(II) If that rate is not published in H.15(519),
H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the calculation date, then the calculation agent will determine the Commercial Paper Rate to be the money market yield of the arithmetic mean of the
offered rates of three leading dealers of U.S. dollar commercial paper in New York City as of 11:00 a.m., New York City time, on that Interest Determination Date for commercial paper having the index maturity described in the Pricing Supplement
placed for an industrial issuer whose bond rating is “AA”, or the equivalent, from a nationally recognized securities rating organization. The calculation agent will select the three dealers referred to above.
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(III) If fewer than three dealers selected by the calculation agent are quoting as mentioned
above, the Commercial Paper Rate will remain the Commercial Paper Rate then in effect on that Interest Determination Date.
“Money
market yield” shall be a yield (expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable annual 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 the interest is being calculated.
EURIBOR Notes. EURIBOR Notes will bear interest for each Interest Reset Period at an interest rate equal to EURIBOR, plus or minus
any Spread, and/or multiplied by any Spread Multiplier as specified in such EURIBOR Note and the applicable Pricing Supplement. The EURIBOR Notes will be subject to the minimum interest rate or the maximum interest rate, if any, as specified in the
applicable Pricing Supplement.
The calculation agent will determine EURIBOR on each EURIBOR Interest Determination Date, which is the
second T2 Business Day prior to the Interest Reset Date for each Interest Reset Period.
Unless otherwise specified in the applicable
Pricing Supplement, EURIBOR means, with respect to any Interest Determination Date relating to a Floating Rate Note for which the interest rate is determined with reference to EURIBOR (a “EURIBOR Interest Determination Date”), a Base
Rate equal to the interest rate for deposits in euro designated as “EURIBOR” as sponsored, calculated and published by EMMI having the index maturity specified in the applicable Pricing Supplement, as that rate appears on Refinitiv Page
EURIBOR01 (or any other page as may replace such page on such service) (“Refinitiv Page EURIBOR01”) as of 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date.
Unless the applicable Pricing Supplement specifies otherwise, the following procedures will be followed if EURIBOR cannot be determined as
described above:
(I) If the rate described above does not appear on Refinitiv Page EURIBOR01, EURIBOR will be determined on the basis of
the rates, at approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of
four major banks in that market selected by the calculation agent, after consultation with the Company: euro deposits having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in a representative amount. The calculation
agent will request that the principal euro-zone office of each of these banks provide a quotation of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of those
quotations.
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(II) If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR
Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 a.m., Brussels time on that EURIBOR Interest Determination Date, by three major banks in
the euro-zone selected by the calculation agent: loans of euro having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in an amount that is representative of a single transaction in euro in that market at the time.
(III) If fewer than three banks selected by the calculation agent are quoting as described above, EURIBOR for the new interest period
will be EURIBOR in effect for the prior interest period. If the initial Base Rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period.
Notwithstanding, and at any time during the application of, the foregoing procedures, if the Company or its designee determines that a
Benchmark Event has occurred in relation to any Notes that reference EURIBOR, then, pursuant to the provisions described under “Benchmark Discontinuation—Reference Rate Replacement—EURIBOR,” the Company will use reasonable
efforts to appoint an Independent Financial Adviser for the determination (with the Company’s agreement) of, amongst other items, a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree
that there is no Successor Rate, an Alternative Benchmark Rate (as defined below) and, in each case, an Adjustment Spread (as defined below) and the provisions described under “Benchmark Discontinuation—Reference Rate
Replacement—EURIBOR” shall, in such circumstances, apply to the EURIBOR Notes.
Benchmark Discontinuation—Reference
Rate Replacement—EURIBOR
Notwithstanding the foregoing, if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines that a Benchmark Event (as defined below) has occurred when any interest rate (or the relevant component part thereof) remains to be determined by reference to EURIBOR, then the following
provisions shall apply:
•
the Company will use reasonable efforts to appoint an Independent Financial Adviser (as defined below) for the
determination (with the Company’s agreement) of a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree that there is no Successor Rate, an alternative rate (the “Alternative
Benchmark Rate”) and, in either case, an alternative screen page or source (the “Alternative Relevant Screen Page”) and an Adjustment Spread (as defined below) (if applicable) no later than three business days prior to the relevant
interest determination date relating to the next succeeding interest period (the “IA Determination Cut-off Date”) for purposes of determining the interest rate applicable to the Notes for all
future interest periods;
•
the Alternative Benchmark Rate will be such rate as the Company and the Independent Financial Adviser agree has
replaced the relevant reference rate in customary market usage for the purposes of determining the applicable interest rate or, if the Company and the Independent Financial Adviser agree that there is no such rate, such other rate as the Company and
the Independent Financial Adviser agree is most comparable to the relevant reference rate, and the Alternative Relevant Screen Page shall be such page of an information service as displays the Alternative Benchmark Rate;
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•
if the Company is unable to appoint an Independent Financial Adviser, or if the Company and the Independent
Financial Adviser cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the IA Determination Cut-off Date in accordance with the
clause immediately above, then the Company may determine which (if any) rate has replaced the relevant reference rate in customary market usage for purposes of determining the applicable interest rate or, if the Company determines that there is no
such rate, which (if any) rate is most comparable to the relevant reference rate, and the Alternative Benchmark Rate will be the rate so determined by the Company, and the Alternative Relevant Screen Page will be such page of an information service
as displays the Alternative Benchmark Rate; provided, however, that if this clause applies and the Company is unable or unwilling to determine an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the interest determination
date relating to the next succeeding interest period in accordance with this clause, the reference rate applicable to such interest period will be determined pursuant to the interest rate provisions for Notes referencing EURIBOR as applicable and as
outlined above under the captions “EURIBOR Notes”;
•
if a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page is determined in
accordance with the preceding provisions, such Successor Rate or such Alternative Benchmark Rate and such Alternative Relevant Screen Page will be the benchmark and the Relevant Screen Page in relation to the Notes for all future interest periods;
•
if the Company determines, together with the Independent Financial Adviser, that (A) an Adjustment Spread is
required to be applied to the Successor Rate or the Alternative Benchmark Rate and (B) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread will be applied to the Successor Rate or the
Alternative Benchmark Rate for each subsequent determination of a relevant interest rate and Interest Amount(s) (or a component part thereof) by reference to such Successor Rate or such Alternative Benchmark Rate;
•
if a Successor Rate or an Alternative Benchmark Rate and/or Adjustment Spread is determined in accordance with
the above provisions, the Company may also specify additional changes applicable to the Notes, and the method for determining the fallback rate in relation to the Notes, to follow market practice in relation to the Successor Rate or the Alternative
Benchmark Rate and/or the Adjustment Spread, which changes shall apply to the Notes for all future interest periods; and
•
the Company will promptly, following the determination of any Successor Rate or any Alternative Benchmark Rate
and any Alternative Relevant Screen Page and any Adjustment Spread (if any), give notice thereof and of any changes pursuant to the clause immediately above to the calculation agent, the fiscal and paying agent and the holders of the Notes.
“Adjustment Spread” means either a spread (which may be positive or negative) or a formula or methodology
for calculating a spread, which the Company determines should be applied to the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), as a result of the replacement of the relevant reference rate with the relevant
Successor Rate or the relevant Alternative Benchmark Rate (as applicable), and is the spread, formula or methodology which:
•
in the case of a Successor Rate, is recommended or formally provided as an option for parties to adopt, in
relation to the replacement of the reference rate with the Successor Rate by any Relevant Nominating Body; or
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•
in the case of a Successor Rate for which no such recommendation has been made, or option provided, or in the
case of an Alternative Benchmark Rate, the spread, formula or methodology which the Company determines to be appropriate to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
the case may be) to holders as a result of the replacement of the reference rate with the Successor Rate or the Alternative Benchmark Rate (as applicable).
“Benchmark Event” means:
(a) the relevant reference rate (or component thereof) has ceased to be published on the Relevant Screen Page as a result of such benchmark (or
component thereof) ceasing to be calculated or administered; or
(b) a public statement by the administrator of the relevant reference
rate (or component thereof) that it will cease publishing such reference rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of such reference rate (or component
thereof)); or
(c) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof) that
such reference rate (or component thereof) has been or will be permanently or indefinitely discontinued; or
(d) a public statement by the
supervisor of the administrator of the relevant reference rate (or component thereof) that means that such reference rate (or component thereof) will be prohibited from being used or that its use will be subject to restrictions or adverse
consequences; or
(e) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof)
that, in the view of such supervisor, such reference rate (or component thereof) is no longer representative of an underlying market; or
(f) it has or will become unlawful for the calculation agent or the Company to calculate any payments due to be made to any holder using the
relevant reference rate (or component thereof) (including, without limitation, under the Benchmarks Regulation (EU) 2016/1011, if applicable),
provided
that the Benchmark Event shall be deemed to occur only (i) in the case of paragraphs (b) and (c) above, on the date of the cessation of the relevant reference rate (or component thereof) or the discontinuation of the reference rate (or
component thereof), as the case may be, (ii) in the case of paragraph (d) above, on the date of prohibition of use of the reference rate (or component thereof) and (iii) in the case of paragraph (e) above, on the date with effect
from which the reference rate (or component thereof) will no longer be (or will be deemed by the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the public statement, and, in each case,
not the date of the relevant public statement.
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“euro-zone” means, at any time, the region comprised of the member states of the
European Economic and Monetary Union that, as of that time, have adopted a single currency in accordance with the Treaty on European Union of February 1992.
“Independent Financial Adviser” means an independent financial institution of international repute or other independent financial
adviser experienced in the international debt capital markets, in each case appointed by the Company.
“Relevant Nominating
Body” means, in respect of a benchmark or screen rate (as applicable):
•
the European Union, the central bank, reserve bank, monetary authority or similar institution for the currency to
which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
•
any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator
of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
“Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent
Financial Adviser (with the Company’s agreement) determines is a successor to or replacement of the relevant reference rate which is formally recommended by any Relevant Nominating Body.
Federal Funds Rate Notes. Federal Funds Rate Notes will bear interest for each Interest Reset Period at an interest rate equal to
the Federal Funds Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier as specified in such Federal Funds Rate Note and the applicable Pricing Supplement. The Federal Funds Rate will be calculated by reference to either the
Federal Funds (Effective) Rate, the Federal Funds Open Rate or the Federal Funds Target Rate, as specified in the applicable Pricing Supplement. The Federal Funds Rate will be subject to the minimum interest rate or the maximum interest rate, if
any, specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, “Federal
Funds Rate” means the rate determined by the calculation agent, with respect to any Interest Determination Date relating to a Floating Rate Note for which the interest rate is determined with reference to the Federal Funds Rate (a
“Federal Funds Rate Interest Determination Date”), in accordance with the following provisions:
(I) If “Federal Funds
(Effective) Rate” is the specified Federal Funds Rate in the applicable Pricing Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate
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Interest Determination Date shall be the rate with respect to such date for United States dollar federal funds as published in H.15(519) opposite the caption “Federal Funds
(effective),” as such rate is displayed on Refinitiv on page FEDFUNDS1 (or any other page as may replace such page on such service) (“Refinitiv Page FEDFUNDS1”) under the heading “EFFECT,” or, if such rate is not so
published by 3:00 p.m., New York City time, on the Calculation Date, the rate with respect to such Federal Funds Rate Interest Determination Date for United States dollar federal funds as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the caption “Federal funds (effective).” If such rate does not appear on Refinitiv Page FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily Update or another
recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate with respect to such Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be
the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of U.S. dollar federal funds transactions in New York City (which may include the Agents or their affiliates)
selected by the calculation agent, prior to 9:00 a.m., New York City time, on the Business Day following such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the calculation agent are not quoting
as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any
resetting of the Federal Funds Rate on such Federal Funds Rate Interest Determination Date.
(II) If “Federal Funds Open Rate”
is the specified Federal Funds Rate in the applicable Pricing Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date under the heading “Federal Funds” for the
relevant index maturity and opposite the caption “Open” as such rate is displayed on Refinitiv on page 5 (or any other page as may replace such page on such service) (“Refinitiv Page 5”), or, if such rate does not appear on
Refinitiv Page 5 by 3:00 p.m., New York City time, on the Calculation Date, the Federal Funds Rate for the Federal Funds Rate Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg L.P.
(“Bloomberg”), which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If such rate does not appear on Refinitiv Page 5 or is not displayed on FFPREBON Index page on Bloomberg or another recognized
electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of
the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in New York City (which may include the Agents or their affiliates) selected by
the calculation agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date; provided, however, that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate
on such Federal Funds Rate Interest Determination Date.
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(III) If “Federal Funds Target Rate” is the specified Federal Funds Rate in the
applicable Pricing Supplement, the Federal Funds Rate as of the applicable Federal Funds Rate Interest Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index
page on Bloomberg by 3:00 p.m., New York City time, on the Calculation Date, the Federal Funds Rate for such Federal Funds Rate Interest Determination Date will be the rate for that day appearing on Refinitiv Page USFFTARGET= (or any other page as
may replace such page on such service) (“Refinitiv Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Refinitiv Page USFFTARGET= by 3:00 p.m., New York City time, on the related
Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the calculation agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar
federal funds arranged by three leading brokers of United States dollar federal funds transactions in New York City (which may include the Agents or their affiliates) selected by the calculation agent prior to 9:00 a.m., New York City time, on such
federal funds rate interest determination date; provided, however, that if the brokers so selected by the calculation agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate Interest Determination Date.
Prime Rate Notes. Prime Rate Notes will bear interest for each Interest Reset Period at a rate equal to the Prime Rate, plus or
minus any Spread, and/or multiplied by any Spread Multiplier as specified in the Prime Rate Notes and the applicable Pricing Supplement. Prime Rate Notes will be subject to the minimum interest rate or the maximum interest rate, if any, specified in
the applicable Pricing Supplement.
The “Prime Rate” for any Interest Determination Date is the prime rate or base lending
rate on that date, as published in H.15(519) by 3:00 p.m., New York City time, on the calculation date for that Interest Determination Date under the heading “Bank Prime Loan” or, if not published by 3:00 p.m., New York City time, on the
related calculation date, the rate on such Interest Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.”
The calculation agent will follow the following procedures if the Prime Rate cannot be determined as described above:
(I) If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on
the calculation date, then the calculation agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on USPRIME1 as that bank’s prime rate or base lending rate as of
11:00 a.m., New York City time, on that Interest Determination Date.
(II) If at least one rate but fewer than four rates appear on
USPRIME1 on the Interest Determination Date, then the Prime Rate will be the arithmetic mean of the prime rates or base lending 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 the Interest Determination Date by three major money center banks in the City of New York selected by the calculation agent.
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(III) If the banks selected by the calculation agent are not quoting as mentioned above, the
Prime Rate will remain the Prime Rate then in effect on the Interest Determination Date.
“USPRIME1” means the display on the
Refinitiv 3000 Xtra Service (or any successor service) on the “USPRIME1 Page” (or such other page as may replace the USPRIME1 Page on such service) for the purpose of displaying Prime Rates or base lending rates of major U.S. banks.
SOFR Notes. Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date (each as defined below in
this “—SOFR Notes” section), if any Notes are designated in the applicable Pricing Supplement with reference to the Secured Overnight Financing Rate, commonly referred to as SOFR, such Notes will bear interest calculated by
reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as may be published at
such time by the SOFR Administrator (as defined below) or calculable at such time by reference to such published rates, in each case as specified in the applicable Pricing Supplement, and the Spread and/or Spread Multiplier, if any, specified in the
SOFR Notes and in the applicable Pricing Supplement. SOFR Notes will be subject to the minimum and the maximum interest rate, if any, as specified in any applicable Pricing Supplement.
SOFR Notes will be Compounded SOFR Notes or Compounded SOFR Index Notes, as described below, unless otherwise specified in the applicable
Pricing Supplement.
Unless the applicable Pricing Supplement specifies otherwise, the interest rate applicable for each interest period
will be the rate determined by the calculation agent, with respect to any Interest Determination Date relating to a Floating Rate Note or Fixed Rate/Floating Rate Note for which the interest rate is determined with reference to SOFR (a “SOFR
Interest Determination Date”) at a Base Rate equal to compounded daily SOFR (“Compounded SOFR”), calculated as described below or by any other method of calculation specified in the applicable Pricing Supplement.
The amount of interest accrued and payable on SOFR Notes for each interest period will be equal to the product of (i) the outstanding
principal amount of SOFR Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the relevant interest period multiplied by (b) the quotient of the actual number of calendar
days in such interest period (or other applicable period) divided by 360.
Promptly upon such determination, the calculation agent will
notify the Company of the floating interest rate for the relevant interest period. Any calculation or determination by the calculation agent with respect to the floating interest rate will be made in the calculation agent’s sole discretion and
will be conclusive and binding absent manifest error.
The SOFR Interest Determination Date for Compounded SOFR Notes and Compounded SOFR
Index Notes means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant interest period, as specified in the
applicable Pricing Supplement. Unless the applicable Pricing Supplement specifies otherwise, the SOFR Interest Determination Date for each interest period will be two U.S. Government Securities Business Days preceding the applicable Interest Payment
Date (or Maturity Date, Redemption Date, or Repayment Date).
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Notwithstanding the foregoing paragraphs, if the Company or its designee (which may be an
affiliate of the Company), after consulting with the Company, determines on or prior to the relevant SOFR Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then
the provisions set forth below under the heading “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date,” which are referred to as the “benchmark transition provisions” herein, will thereafter
apply to all determinations of the rate of interest payable on the SOFR Notes. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest
that will be payable for each interest period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus or minus the Spread specified in the applicable Pricing Supplement.
Compounded SOFR Notes
If
the applicable Pricing Supplement for any SOFR Note specifies the calculation method as being “Compounded SOFR,” then “Compounded SOFR,” with respect to any interest period, means the rate of return of a daily compounded
interest investment calculated in accordance with the following formula:
where:
“d0”, for any observation period, means the number of U.S.
Government Securities Business Days in the relevant observation period;
“i” means a series of whole numbers from one
to d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in the
relevant observation period;
“SOFRi”, for any U.S.
Government Securities Business Day “i” in the relevant observation period, is equal to SOFR in respect of that day “i”;
“ni”, for any U.S. Government Securities Business Day
“i” in the relevant observation period, is the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business
Day (“i+1”);
“d” means the number of calendar days in the relevant observation period;
“observation period” means, in respect of each interest period, the period from, and including, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify in the applicable Pricing Supplement) preceding the first date in such interest period to, but excluding, the date that
is two U.S. Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify in the applicable Pricing Supplement) preceding the Interest Payment Date for such interest period (or, in
the case of the final interest period, the Maturity Date or earlier Redemption Date or Repayment Date);
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“SOFR” means, with respect to any U.S. Government Securities Business Day:
(1) the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on the immediately following U.S. Government Securities Business Day (the “SOFR Determination Time”); or
(2) if the rate specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement
Date (as each such term is defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have occurred, the Secured Overnight Financing Rate as published in respect of the first preceding U.S.
Government Securities Business Day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website; or
(3) If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Benchmark Replacement, subject to the
provisions described, and as defined, below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date.”
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing
Rate);
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source. The foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not part of this document and is not incorporated herein by reference;
and
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities
Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Compounded SOFR Index Notes
If the applicable Pricing Supplement for any SOFR Note specifies the calculation method as being “Compounded Index Rate,” then
“Compounded SOFR,” with respect to any interest period, means the rate computed in accordance with the following formula:
where:
“SOFR IndexStart” is the SOFR Index value for the day which
is two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified in the applicable Pricing Supplement, preceding the first date of the relevant interest period;
“SOFR IndexEnd” is the SOFR Index value for the day which is
two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified in the applicable Pricing Supplement, preceding the Interest Payment Date relating to the relevant interest period; and
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“dc” is
the number of calendar days from (and including) SOFR IndexStart to (but excluding) SOFR IndexEnd.
“SOFR Index” means, with respect to any U.S. Government Securities Business Day:
(1)
the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:
(2)
if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time,
then:
(i)
if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below under
“—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “—SOFR Index Unavailable”
provisions below; or
(ii)
if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR,
then Compounded SOFR shall be the rate determined pursuant to the “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date” provisions below.
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
SOFR Index Unavailable
If a SOFR
IndexStart or SOFR IndexEnd is not published on the associated SOFR Interest Determination Date and a Benchmark
Transition Event and its related Benchmark Replacement Date (each as defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, “Compounded
SOFR” means, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such
formula, published on the SOFR Administrator’s Website at www.newyorkfed.org/markets/reference-rates/additional-information-about-reference-rates. For the purposes of this provision, references in the SOFR Averages compounding formula and
related definitions to “calculation period” shall be replaced with “observation period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day “i” in the
observation period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was
published on the SOFR Administrator’s Website.
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Effect of Benchmark Transition Event and Related Benchmark Replacement Date
Benchmark Replacement. If the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to the then-current Benchmark for the SOFR Notes, the applicable Benchmark Replacement will
replace the then-current Benchmark for the SOFR Notes for all purposes relating to the SOFR Notes in respect of all determinations on such date and for all determinations on all subsequent dates.
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations. Any determination, decision or election that may be made by the Company or its designee (which may be an
affiliate of the Company) pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an
event, circumstance or date and any decision to take or refrain from taking any action or any selection: (a) will be conclusive and binding absent manifest error; (b) if made by the Company, will be made in its sole discretion; (c) if
made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and (d) notwithstanding anything to the contrary
herein, the Indenture or the SOFR Notes, shall become effective without consent from the holders of the SOFR Notes or any other party.
The calculation agent shall have no liability for not making any determination, decision or election pursuant to the benchmark transition
provisions. The Company may designate an entity (which entity may be a calculation agent and/or its affiliate) to make any determination, decision or election that the Company has the right to make in connection with the benchmark transition
provisions set forth herein or in the applicable Pricing Supplement.
Certain Defined Terms. As used in this “—SOFR
Notes” section with respect to any Benchmark Transition Event and implementation of the applicable Benchmark Replacement and Benchmark Replacement Conforming Changes:
“Benchmark” means, initially, the Specified SOFR; provided that if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to such Specified SOFR or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first
alternative set forth in the order below that can be determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, producing a commercially reasonable result as of the Benchmark Replacement
Date:
(1)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;
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(2)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
(3)
the sum of: (a) the alternate rate of interest that has been selected by the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, as of the Benchmark Replacement Date:
(1)
the spread adjustment (which may be a positive or negative value or zero), or method for calculating or
determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body or determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with
the method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement;
(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA
Fallback Adjustment;
(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, after giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Interest Period,” the manner, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors (including changes to the definition of
“Corresponding Tenor” solely when such tenor is longer than the interest period) and other administrative matters) that the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company, the calculation agent or the
Company’s designee (which may be an affiliate of the Company), after consulting with the Company, decides that implementation of any portion of such market practice is not administratively feasible or if the Company or its designee (which may
be an affiliate of the Company), after consulting with the Company, determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee (which may be an affiliate of the Company), after
consulting with the Company, determines is appropriate).
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“Benchmark Replacement Date” means the earliest to occur of the following events
with respect to the then-current Benchmark:
(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise
to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current
Benchmark (including the daily published component used in the calculation thereof):
(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such
component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide the Benchmark (or such component);
(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark
(or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the
Benchmark (or such component); or
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(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark announcing that the Benchmark is no longer representative.
“Corresponding Tenor” with respect to
a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
“ISDA Definitions” means the 2021 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for
derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR calculated
by reference to daily SOFR, the SOFR Determination Time, and (2) if the Benchmark is Compounded SOFR calculated by reference to SOFR Index, the SOFR Index Determination Time, and (3) if the Benchmark is not Compounded SOFR calculated by
reference to SOFR or SOFR Index, the time determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the SOFR Administrator on the
SOFR Administrator’s Website.
“Specified SOFR” means the Compounded SOFR, as described above, or another Base Rate
calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as
specified in the applicable Pricing Supplement of the SOFR Notes.
“Unadjusted Benchmark Replacement” means the Benchmark
Replacement excluding the Benchmark Replacement Adjustment.
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Treasury Rate Notes. Treasury Rate Notes will bear interest for each Interest
Reset Period at a rate equal to the Treasury Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier as specified in the Treasury Rate Notes and the applicable Pricing Supplement. Treasury Rate Notes will be subject to the minimum
interest rate or the maximum interest rate, if any, specified in the applicable Pricing Supplement. Treasury Rate Notes will be subject to the minimum and the maximum interest rate, if any, as specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the “Treasury Rate” for any Interest Determination Date is the
rate from the auction held on such Treasury Rate Interest Determination Date (the “auction”) of direct obligations of the United States (“treasury bills”) having the index maturity specified in such Pricing Supplement under
the caption “INVEST RATE” on the display on Refinitiv page USAUCTION10 (or any other page as may replace such page on such service) or page USAUCTION11 (or any other page as may replace such page on such service) by 3:00 p.m., New York
City time, on the calculation date for that Interest Determination Date.
The calculation agent will follow the following procedures if
the Treasury Rate cannot be determined as described above:
(I) If the rate is not so published by 3:00 p.m., New York City time, on the
calculation date (unless the calculation is made earlier and the rate is available from that source at that time), the Treasury Rate will be the bond equivalent yield (as defined below) of the auction rate of such treasury bills of the kind
described above, as announced by the United States Department of the Treasury.
(II) If the results of the most recent auction of treasury
bills having the index maturity described in the Pricing Supplement is not so announced as described above by 3:00 p.m., New York City time, on the calculation date, or if no auction is held for the relevant week, then the Treasury Rate will be the
bond equivalent yield on such Interest Determination Date of treasury bills having the index maturity specified in the applicable Pricing Supplement as published in the H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption “U.S. government securities—Treasury bills (secondary market)” (or any successor caption or heading).
(III) If such rate is not published in the H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the
related calculation date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the calculation agent will determine the Treasury Rate to be the bond equivalent yield of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the Interest Determination Date of three leading primary U.S. government securities dealers (which may include the Agents or their affiliates) selected by the
calculation agent for the issue of treasury bills with a remaining maturity closest to the index maturity described in the related Pricing Supplement.
(IV) If fewer than three dealers selected by the calculation agent are quoting as mentioned above, the Treasury Rate for the new Interest
Reset Period will be the Treasury Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset Date, the initial interest rate will remain in effect for the new Interest Reset Period.
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“Bond equivalent yield” means a yield (expressed as a percentage) calculated in
accordance with the following formula:
where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount
basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.
Fixed Rate Reset Notes.
The Company may issue Notes that will bear interest initially at a fixed interest rate for a specified portion of the applicable term and then
reset such fixed interest rate to a fixed rate determined by reference to a “reset reference rate” at one or more specified intervals for the remainder of such term as determined in accordance with the terms and provisions set forth in
the applicable Pricing Supplement and below under “—Determination of Interest Rates for Fixed Rate Reset Notes” and “—Determination of Reset Reference Rates,” which are referred to as “Fixed Rate Reset
Notes” herein. Unless otherwise specified in the applicable Pricing Supplement, terms and provisions of Fixed Rate Reset Notes will apply, to the extent applicable, as set forth below.
Each Fixed Rate Reset Note will bear interest from, and including, its original issue date to, but excluding, the first “reset
date” specified in the applicable Pricing Supplement, at the rate per annum specified to be the “initial interest rate” in the applicable Pricing Supplement. The interest rate on any Fixed Rate Reset Note will reset on the
applicable first reset date and on any applicable subsequent reset date(s) specified in the applicable Pricing Supplement, all in accordance with the terms and provisions of Fixed Rate Reset Notes set forth under “—Determination of
Interest Rates for Fixed Rate Reset Notes.” The interest rate to which any Fixed Rate Reset Note resets on the first reset date and any applicable subsequent reset date(s) will be a fixed rate determined by reference to the reset reference
rate adjusted by the applicable Spread, if any, and/or Spread Multiplier, if any, each as specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the reset reference rate will be the U.S.
Treasury Rate as determined in accordance with the terms and provisions set forth under “—Determination of Reset Reference Rates—U.S. Treasury Rate.”
A Fixed Rate Reset Note also may have either or both of the following limitations on the interest rate:
•
a maximum interest rate limitation, or ceiling, on the rate of interest that may accrue during any interest or
other applicable period; and
•
a minimum interest rate limitation, or floor, on the rate of interest that may accrue during any interest or
other applicable period.
Any applicable maximum interest rate or minimum interest rate will be set forth in the
applicable Pricing Supplement.
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Accrual of Interest and Interest Payment Dates
Unless otherwise specified in the applicable Pricing Supplement, interest on any Fixed Rate Reset Note will be paid quarterly, semi-annually,
or annually, as applicable, in arrears, on the days set forth in the applicable Pricing Supplement (each such day being an “Interest Payment Date” for a Fixed Rate Reset Note) and at the Maturity Date or earlier Redemption Date or
Repayment Date, as applicable. Each interest payment due on an Interest Payment Date, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable, will include interest accrued from, and including, the most recent Interest Payment
Date to which interest has been paid, or, if no interest has been paid, from the original issue date, to, but excluding, the next Interest Payment Date, the Maturity Date or earlier Redemption Date or Repayment Date, as the case may be (each such
period, an “interest period”). The amount of accrued interest on any Fixed Rate Reset Note for an interest period is calculated by multiplying the principal amount of such Note by an accrued interest factor. This accrued interest factor
will be determined by multiplying the per annum fixed interest rate by a factor resulting from the day count convention that applies with respect to such determination. The interest rate applicable with respect to any interest period for any Fixed
Rate Reset Note will be the rate per annum determined in accordance with the applicable terms and provisions set forth below under “—Determination of Interest Rates for Fixed Rate Reset Notes” and “—Determination of
Reset Reference Rates.”
If no day count convention is specified in the applicable Pricing Supplement, the accrued interest factor
for Fixed Rate Reset Notes for which the reset reference rate is specified in the applicable Pricing Supplement to be the U.S. Treasury Rate, the factor will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
The Company will pay installments of interest on Fixed
Rate Reset Notes beginning on the first Interest Payment Date after its issue date to Holders of record on the corresponding Regular Record Date. Unless the Company otherwise specifies in the applicable Pricing Supplement, the Regular Record Date
for a Fixed Rate Reset Note will be on the 15th day (whether or not a Business Day) next preceding the Interest Payment Date.
If the
Maturity Date or a Redemption Date, Repayment Date or Interest Payment Date for any Fixed Rate Reset Note is not a Business Day, then the Company will pay the principal, premium, if any, and interest for that Note payable on such date on the next
Business Day, and no interest or other payment will accrue as a result of such delay.
Determination of Interest Rates for Fixed Rate Reset Notes
Each Fixed Rate Reset Note will bear interest:
(1)
from, and including, the original issue date to, but excluding, the first reset date (such period, the
“initial fixed rate period”) at a rate per annum equal to the initial interest rate;
(2)
from, and including, the first reset date to, but excluding, the first subsequent reset date specified in the
applicable Pricing Supplement or, if no subsequent reset dates are specified in the applicable Pricing Supplement, the Maturity Date or earlier Redemption Date or Repayment Date, as the case may be, at a rate per annum equal to the first reset
interest rate; and
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(3)
for each applicable subsequent reset period thereafter (if any), at a rate per annum equal to the applicable
subsequent reset interest rate,
payable, in each case, in arrears on each applicable Interest Payment Date, the Maturity Date or
earlier Redemption Date or Repayment Date, as the case may be. For the avoidance of doubt, the applicable interest rate specified in the preceding sentence will apply for each interest period falling within the initial fixed rate period and any
reset period, as applicable.
In addition, for the avoidance of doubt, the “reset dates,” including the first reset date and
any subsequent reset date(s), if any, for each Fixed Rate Reset Note will be specified in the applicable Pricing Supplement.
The interest
rate applicable during each reset period will be determined by the calculation agent on each applicable reset determination date.
For
purposes of the foregoing terms and provisions, the following terms have the meanings set forth below:
“first reset interest
rate” means, in respect of the first reset period, a per annum interest rate equal to (a) the relevant reset reference rate determined as of the relevant reset determination date adjusted by (b) the Spread and/or Spread Multiplier,
if any, specified in the applicable Pricing Supplement for such first reset interest rate.
“first reset period” means the
period from, and including, the first reset date to, but excluding, the first subsequent reset date or, if no subsequent reset dates are specified in the applicable Pricing Supplement, the Maturity Date or earlier Redemption Date or Repayment Date,
as applicable.
“reset determination date” means, unless otherwise specified in the applicable Pricing Supplement:
(a) with respect to any Fixed Rate Reset Note for which the reset reference rate is the U.S. Treasury Rate, the third Business Day (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) preceding
the applicable reset date and (b) with respect to any Fixed Rate Reset Note for which the reset reference rate is a rate determined by reference to another rate, as specified in the applicable Pricing Supplement.
“reset period” means the first reset period or a subsequent reset period, as applicable.
“reset reference rate” means the U.S. Treasury Rate determined in accordance with the terms and provisions set forth under
“—Determination of Reset Reference Rates—U.S. Treasury Rate” or (b) another rate, as specified in the applicable Pricing Supplement and determined in accordance with the terms and provisions set forth in the applicable
Pricing Supplement.
“subsequent reset interest rate” means, in respect of any subsequent reset period, a per annum interest
rate equal to (a) the relevant reset reference rate determined as of the relevant reset determination date adjusted by (b) the Spread and/or Spread Multiplier, if any, specified in the applicable Pricing Supplement for such subsequent
reset interest rate.
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“subsequent reset period” means the period from, and including, the first
subsequent reset date to, but excluding, the next subsequent reset date or, if no additional subsequent reset dates are specified in the applicable Pricing Supplement, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable,
and each successive period from, and including, to, but excluding, the next subsequent reset date or Maturity Date or earlier Redemption Date or Repayment Date, as applicable.
Determination of Reset Reference Rates
U.S. Treasury Rate
For
any reset period commencing on or after the first reset date, the “U.S. Treasury Rate” will be determined by the calculation agent on each reset determination date in the following manner:
(1)
the average of the yields on actively traded U.S. treasury securities adjusted to constant maturities, for the
maturity equal to the duration of such reset period, for the five Business Days (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) immediately preceding the applicable reset determination date and
appearing (or, if fewer than five Business Days (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) so appear on the applicable reset determination date, for such number of Business Days appearing)
in the most recently published H.15 Daily Update under the caption H.15 TCM; or
(2)
if there are no such published yields on actively traded U.S. treasury securities adjusted to constant
maturities, for such maturity, then the “U.S. Treasury Rate” will be determined by interpolation on a straight-line basis (using the actual number of days) between the average of the yields on actively traded U.S. treasury nominal/non-inflation-indexed securities adjusted to constant maturities for two series of actively traded U.S. treasury nominal/non-inflation-indexed securities, (A) one
maturing as close as possible to, but earlier than, the reset date following the next succeeding reset determination date (or, if there is no such reset date, the Maturity Date) and (B) the other maturing as close as possible to, but later
than, such reset date or Maturity Date, as applicable, in each case for the five Business Days (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) preceding the applicable reset determination date
and appearing (or, if fewer than five Business Days (or such other number of Business Days as the Company may specify in the applicable Pricing Supplement) so appear on the applicable reset determination date, for such number of Business Days
appearing) in the most recently published H.15 Daily Update as of 5:00 p.m., New York City time, on the applicable reset determination date.
In each case, the U.S. Treasury Rate will be rounded, if necessary, to the nearest one thousandth of a percentage point, with 0.0005%
rounded up to 0.001%.
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Notwithstanding the foregoing, if the Company or the Company’s designee, after
consulting with the Company, determines that the then-current reset reference rate (which, as of the original issue date for any Fixed Rate Reset Notes, will be the U.S. Treasury Rate for the specified maturity set forth in the applicable Pricing
Supplement) cannot be determined in the manner applicable for such reset reference rate (which, as of the original issue date of such Fixed Rate Reset Notes, will be pursuant to the methods described in clauses (1) or (2) above) on the
applicable reset determination date (such determination, a “rate substitution event”), the Company or the Company’s designee, after consulting with the Company, may determine whether there is an industry-accepted successor rate to
the then-current reset reference rate (such industry-accepted successor rate, the “replacement rate”). If the Company or the Company’s designee, after consulting with the Company, determines that there is such a replacement rate,
then such replacement rate will replace the U.S. Treasury Rate (or the then-current reset reference rate) for all purposes relating to the Fixed Rate Reset Notes in respect of such determination on such reset determination date and all
determinations on all subsequent reset determination dates. In addition, if a replacement rate is utilized as described in the preceding sentence, the Company or the Company’s designee, after consulting with the Company, may adopt or make
changes to (1) any Interest Payment Date, reset determination date, reset date, other relevant date, business day convention, interest period or reset period, (2) the manner, timing and frequency of determining rates and amounts of
interest that are payable on the applicable series of Fixed Rate Reset Notes and the conventions relating to such determination, (3) the timing and frequency of making payments of interest, (4) rounding conventions, (5) specified
maturities, and (6) any other terms or provisions of the relevant series of Notes (including any spread or adjustment factor needed to make such replacement rate comparable to the then-current reset reference rate (which, as of the original
issue date for any series of Fixed Rate Reset Notes, will be the U.S. Treasury Rate for the specified maturity)), in each case that the Company or the Company’s designee, after consulting with the Company, determines, from time to time, to be
appropriate to reflect the determination and implementation of such replacement rate in a manner substantially consistent with market practice (or, if the Company, the calculation agent or the Company’s designee, after consulting with the
Company, determines that implementation of any portion of such market practice is not administratively feasible or if the Company or the Company’s designee, after consulting with the Company, determines that no market practice for use of such
replacement rate exists, in such other manner as the Company or the Company’s designee, after consulting with the Company, determines is appropriate) (such changes, the “U.S. Treasury Rate adjustments”). If the Company or the
Company’s designee, after consulting with the Company, determines that there is no such replacement rate, then the interest rate for the applicable reset period will be: (a) if the first reset interest rate is to be determined, the
initial interest rate or (b) if a subsequent reset interest rate is to be determined, the interest rate that was applicable for the preceding reset period.
Any determination, decision or selection that may be made by the Company or the Company’s designee, after consulting with the Company,
pursuant to the provisions of the Fixed Rate Reset Notes (including provisions relating to a rate substitution event and any U.S. Treasury Rate adjustments, or of the occurrence or non-occurrence of an event,
circumstance or date, and any decision to take or refrain from taking any action or make or refrain from making any selection) will be made in the Company’s or such designee’s sole discretion, will be conclusive and binding absent
manifest error and, notwithstanding anything to the contrary in this Officers’ Certificate, or the Indenture or the Notes, shall become effective without consent from the Holders of the Notes or any other party.
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Fixed Rate/Floating Rate Notes.
If a Note is designated as a “Fixed Rate/Floating Rate Note” then, unless the Company otherwise specifies in the applicable
Pricing Supplement, the Note will bear interest (a) during the period from, and including, its original issue date to, but excluding the commencement of the “floating rate period” specified in the applicable Pricing Supplement (such
period, the “fixed rate period”), at the rate per annum specified to be the “initial interest rate” in the applicable Pricing Supplement, and (b) during the period from, and including, the last Interest Payment Date in
respect of the fixed rate period to, but excluding, the Maturity Date (such period, the “floating rate period”), at a floating rate of interest determined by reference to one or more of the Base Rates, adjusted by a spread or a Spread
Multiplier, or both, in each case as specified in the applicable Pricing Supplement.
With respect to Fixed Rate/Floating Rate Notes
during the floating rate period, (a) “interest period” means each period from, and including, an Interest Payment Date (or, in the case of the first interest period during the floating rate period, the first day of the floating rate
period) to, but excluding, the next Interest Payment Date (or, in the case of the final interest period, the Maturity Date or earlier Redemption Date or Repayment Date), and (b) “Interest Reset Period” means each period from, and
including, an interest reset date (or, in the case of the first Interest Reset Period during the floating rate period, the first day of the floating rate period) to, but excluding, the next interest reset date (or, in the case of the final Interest
Reset Period, the Maturity Date or earlier Redemption Date or Repayment Date).
The Company will pay installments of interest on Fixed
Rate/Floating Rate Notes beginning on the first Interest Payment Date after its issue date to Holders of record on the corresponding Regular Record Date. Unless the Company otherwise specifies in the applicable Pricing Supplement, the Regular Record
Date for a Fixed Rate/Floating Rate Note will be on the 15th day (whether or not a Business Day) next preceding the Interest Payment Date.
If any Interest Payment Date with respect to an interest period during the fixed rate period, including any Interest Payment Date occurring on
the first day of the floating rate period (the “reset date”), or the Maturity Date or any Redemption Date or Repayment Date for any Fixed Rate/Floating Rate Note is not a Business Day, then the Company will pay the principal, premium, if
any, and interest for that Note payable on such date on the next Business Day, and no interest or other payment will accrue as a result of such delay. If an Interest Payment Date (other than any Interest Payment Date that is the Maturity Date, a
Redemption Date or a Repayment Date) with respect to an interest period during the floating rate period (which, for the avoidance of doubt, does not include any Interest Payment Date occurring on the reset date) is not a Business Day, then such
interest payment will be postponed until the next succeeding Business Day, except that, in the case of any floating rate interest period for which the applicable reference rate is CORRA, SOFR or EURIBOR, if the next succeeding Business Day is in the
next calendar month, then such interest payment will be advanced to the immediately preceding Business Day, and, in each case, the related interest periods also will be adjusted for such non-Business Days.
Except as provided above, for all purposes of this Officers’ Certificate, Fixed Rate/Floating Rate Notes will be treated as Fixed
Rate Notes during the fixed rate period and Floating Rate Notes during the floating rate period.
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Discount Notes.
The specific terms of any Discount Notes (including Zero Coupon Notes) will be set forth in the applicable Pricing Supplement.
Indexed Notes.
The
Company may issue Notes for which the amount of interest or principal that will be paid will not be known on its date of issue. The Company will specify the formulae for computing interest or principal payments for these types of Notes, which are
called “Indexed Notes”, by reference to securities, financial or non-financial indices, currencies, commodities, interest rates, or composites or baskets of any or all of the above. Examples of
indexed items that the Company may use include a published stock index, the common stock price of a publicly traded company, the value of the U.S. dollar versus the Japanese Yen, or the price in a particular market of a barrel of West Texas
intermediate crude oil. The amount of interest and principal that will be paid will depend on the structure of the Indexed Note and the level of the specified indexed item throughout the term of the Indexed Note and at maturity. Specific information
pertaining to the method of determining the interest payments and the principal amount will be described in the applicable Pricing Supplement, as well as additional risk factors unique to the Indexed Note, certain historical information for the
specified indexed item and certain additional United States federal income tax considerations.
(5) Unless otherwise specified in the
applicable Pricing Supplement, principal, interest, and premium, if any, at maturity or redemption, on the Notes will be payable, and, except as provided in Section 305 of the Indenture with respect to any Global Note (as defined below)
representing Book-Entry Notes (as defined below), the transfer of the Notes will be registrable and Notes will be exchangeable for Notes bearing identical terms and provisions at the corporate trust office of Deutsche Bank Trust Company Americas
(the “Paying Agent”), in New York City, New York, provided that payments of interest with respect to any Certificated Note (as defined below), other than interest at maturity or upon redemption, may be made at the option of the Company
by check mailed to the address of the person or entity entitled thereto as it appears on the security register of the Company at the close of business on the Regular Record Date corresponding to the relevant Interest Payment Date. Unless otherwise
specified in the applicable Pricing Supplement, holders of $1,000,000 (or the equivalent) or more in aggregate principal amount of Certificated Notes (whether having identical or different terms and provisions) shall be entitled to receive payments
of interest, other than interest at maturity or upon redemption, by wire transfer of immediately available funds, if appropriate wire transfer instructions have been given to the Paying Agent in writing not later than 15 calendar days prior to the
applicable Interest Payment Date.
(6) If so specified in the applicable Pricing Supplement, the Notes will be redeemable at the option of
the Company on the date or dates prior to maturity specified in the applicable Pricing Supplement at the price or prices specified in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing Supplement, the Company may
redeem any of the Notes which are redeemable and remain outstanding either in whole or from time to time in part upon the terms and conditions set forth in Article Eleven of the Indenture.
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(7) The Company shall not be obligated to redeem or purchase any Notes of such series
pursuant to any sinking fund or analogous provisions or at the option of any Holder.
If so specified in the applicable Pricing
Supplement, the Notes will be subject to repayment at the option of the Holders thereof on any optional Repayment Date in whole or from time to time in part in increments of $1,000 or such other increments as is specified in the applicable Pricing
Supplement (provided that any remaining principal amount thereof shall be at least $2,000 or such other minimum denomination), at a repayment price equal to the applicable repayment price specified in the applicable Pricing Supplement. For any Note
to be repaid, such Note must be received, together with the notice of election form duly completed, by the Paying Agent at its office maintained for such purpose in conformity with the Indenture, or in such other location as the Company selects in
conformity with the Indenture, not less than 10 nor more than 60 calendar days prior to the Repayment Date. If the Company partially repays a Note, the Company will issue a new Note or Notes for the unrepaid portion.
(8) Unless otherwise specified in the applicable Pricing Supplement, Notes of such series may be issued only in fully registered form. Unless
otherwise specified in the applicable Pricing Supplement, the authorized denomination of the Notes of such series other than Foreign Currency Notes (as defined below), shall be $2,000 or any amount in excess of $2,000 which is an integral multiple
of $1,000. Foreign Currency Notes will be issued in the denominations specified in the applicable Pricing Supplement. Notwithstanding the foregoing, Notes (including Notes denominated in pounds sterling) in respect of which the issue proceeds are to
be accepted in the United Kingdom and which have a maturity of less than one year shall have a minimum denomination and redemption value of £100,000 (or if the Notes are denominated in a currency other than pounds sterling, as specified in the
applicable Pricing Supplement, at least the equivalent thereof in such currency using the spot rate as of the date of issue).
(9) The
portion of the principal amount of the Notes, other than Discount Notes (including any Zero Coupon Notes), which shall be payable upon declaration of acceleration of maturity thereof shall not be other than the principal amount thereof. Unless
otherwise specified in the applicable Pricing Supplement, the portion of the principal amount of Zero Coupon Notes and certain interest bearing Notes issued as Discount Notes (as specified in the applicable Pricing Supplement) upon any acceleration
of the maturity thereof will be the Amortized Face Amount and in the case of an interest-bearing note issued as a Discount Note, any accrued but unpaid stated interest payments. Unless otherwise specified in the applicable Pricing Supplement, the
amount payable to the holder of such Discount Note upon any redemption thereof will be the applicable percentage of the Amortized Face Amount thereof specified in the applicable Pricing Supplement, and in the case of any interest bearing Note issued
as a Discount Note, any accrued but unpaid stated interest payments (as defined in the Treasury Regulations regarding original issue discount issued by the Treasury Department (the “Regulations”)). The “Amortized Face Amount”
of a Discount Note shall be the amount equal to the sum of (a) the issue price (as set forth on the face of such Discount Note) plus (b) the portion of the difference between the issue price and the principal amount of such Discount Note
that has been amortized at the yield of the Discount Note, computed in accordance with the rules set forth in the Internal Revenue Code of 1986, as amended, and applicable Regulations, at the date as of which the Amortized Face Amount is calculated.
In no event can the Amortized Face Amount exceed the principal amount of such Note due at the stated maturity thereof.
(10) The Notes may
be denominated, and payments of principal of and interest on the Notes will be made, in United States dollars or in such foreign currencies or foreign currency units (a “Specified Currency”) as may be specified in the applicable Pricing
Supplement (“Foreign Currency Notes”).
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(11) Except as otherwise described in Paragraphs (4) and (10) above, the amount of
payments of principal of and any premium or interest on the Notes will not be determined with reference to an index.
(12) Foreign
Currency Notes will be paid in U.S. dollars converted from the Specified Currency unless a Holder of Foreign Currency Notes elects to be paid in the Specified Currency or unless the applicable Pricing Supplement provides otherwise. In the case of a
Note having a Specified Currency other than U.S. dollars, the principal of that Note in U.S. dollars will be based on the highest bid quotation in The City of New York received by an agent specified in the applicable Pricing Supplement (the
“exchange rate agent”) at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the exchange rate agent) selected
by the exchange rate agent and approved by the Company for the purchase by the quoting dealer of the specified currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to all holders of
Foreign Currency Notes scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three such bid quotations are not available, the Company will make payments in the Specified Currency. All currency
exchange costs will be borne by the holders of the Foreign Currency Note by deductions from such payments. Unless indicated otherwise in the applicable Pricing Supplement, a holder of Foreign Currency Notes may elect to receive payment of the
principal of and interest on the Foreign Currency Notes in the Specified Currency by transmitting a written request for such payment to the corporate trust office of the paying agent on or prior to the Regular Record Date or at least 15 calendar
days prior to maturity, as the case may be. A Holder may make this request in writing (mailed or hand delivered) or sent by facsimile or other electronic transmission. A Holder of a Foreign Currency Note may elect to receive payment in the Specified
Currency for all principal and interest payments and need not file a separate election for each payment. Such Holder’s 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 at least 15 calendar days prior to the Maturity Date, as the case may be. If a Specified Currency is not available for the payment of principal, premium or interest with
respect to a Foreign Currency Note due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of transactions by public
institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such Specified Currency is again available or used, the Company will be entitled to satisfy its obligations to
Holders of Foreign Currency Notes by making such payment in U.S. dollars on the basis of the noon buying rate in The City of New York for cable transfers of the specified currency as certified for customs purposes (or, if not so certified as
otherwise determined) by the Federal Reserve Bank of New York (the “market exchange rate”) as computed by the exchange rate agent on the second Business Day prior to such payment or, if not then available, on the basis of the most
recently available market exchange rate or as otherwise indicated in an applicable Pricing Supplement. All determinations referred to above made by the exchange rate agent will be at its sole discretion and will, in the absence of clear error, be
conclusive for all purposes and binding on the Holders of the Foreign Currency Notes.
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(13) Unless otherwise specified in the applicable Pricing Supplement, the Notes shall be
subject to the events of default specified in Section 501, paragraphs (1) through (3) of the Indenture.
(14) Each Note will be
represented by either a master global note or a global note in fully registered form (each a “Global Note”) registered in the name of a nominee of the Depository (each such Note represented by a Global Note being herein referred to as a
“Book-Entry Note”) or a certificate issued in definitive registered form, without coupons (a “Certificated Note”), as set forth in the applicable Pricing Supplement. Unless otherwise specified in the applicable Pricing
Supplement, The Depository Trust Company will act as Depositary. The Notes may also be issued in the form of one or more Global Notes and registered in the name of the nominee of a common safekeeper or a common depositary for Clearstream Banking
S.A. (“Clearstream”) and Euroclear Bank SA/NV, or its successor, as operator of the Euroclear System (“Euroclear”). Except as provided in Section 305 of the Indenture, Book-Entry Notes will not be issuable in
certificated form and will not be exchangeable or transferable. So long as the Depositary or its nominee is the registered holder of any Global Note, the Depositary or its nominee, as the case may be, will be considered the sole Holder of the
Book-Entry Note or Notes represented by such Global Note for all purposes under the Indenture and the Notes.
(15) Interest will be
payable to the person in whose name a Note (or one or more predecessor Notes) is registered at the close of business on the applicable record date; provided, however, that interest payable at maturity, redemption or repayment (whether or not the
date of maturity, redemption or repayment is an Interest Payment Date) will be payable to the person to whom principal shall be payable.
(16) Unless otherwise specified in the applicable Pricing Supplement, the Notes shall be defeasible pursuant to Sections 1302 and 1303 of the
Indenture.
(17) The Company will pay any administrative costs imposed by banks in making payments in immediately available funds, but,
except as otherwise provided in the applicable Pricing Supplement, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Notes in respect of which such payments are made.
(18) The Notes shall be subject to the subordination provisions contained in Article Sixteen of the Indenture. Subject to the terms of the
Indenture and the resolutions and authorization referred to in the first paragraph hereof, the Notes shall have such other terms (which may be in addition to or different from the terms set forth herein) as are specified in the applicable Pricing
Supplement.
B. Establishment of Note Forms pursuant to Section 201 of Indenture.
It is hereby established pursuant to Section 201 of the Indenture that the Global Securities representing Book-Entry Notes shall be
substantially in the forms attached as Exhibits A, B, C, D and E hereto, unless a different form is approved by an Authorized Officer, such approval being conclusively evidenced by the Authorized Officers’ approval for filing with the
Commission of the applicable Pricing Supplement (which Pricing Supplement shall be deemed a copy of a Board Resolution certified by the secretary or an assistant secretary of the Company satisfying the requirements of Section 201 of the
Indenture).
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C. Establishment of Procedures for Authentication of Notes Pursuant to
Section 303 of Indenture.
It is hereby ordered pursuant to Section 303 of the Indenture that Notes in
substantially the form attached as Exhibits A, B, C, D and E hereto, or in such other form as may be approved by an Authorized Officer, may be authenticated by the Trustee and issued in accordance with the Administrative Procedures attached
hereto as Exhibit F and upon receipt by the Trustee (including electronically) of a Company Order for authentication and delivery of such Notes and a Pricing Supplement setting forth the information specified or contemplated therein for the
particular Notes to be authenticated and issued, in substantially the form attached as Exhibit G hereto or in such other form as may be approved by an Authorized Officer, such approval being conclusively evidenced by the Authorized
Officers’ approval for filing with the Commission of the same.
D. Other Matters.
The applicable Pricing Supplement shall specify any agent of the Company designated for the purpose of delivering, for cancellation by the
Trustee pursuant to Section 310 of the Indenture, Notes which have not been issued and sold by the Company.
The specific terms of
any Base Rate, and any additional Base Rate not described herein, may be updated, revised, or otherwise established from time to time in an applicable Pricing Supplement, in which case such terms set forth in such Pricing Supplement shall be deemed
to be incorporated by reference herein as if set forth herein.
Attached as Exhibit H hereto is a true and correct copy of
resolutions duly adopted by the Board of Directors of the Company on May 13, 2026; such resolutions have not been further amended, modified or rescinded and remain in full force and effect; and such resolutions are the only resolutions adopted
by the Company’s Board of Directors or by any Authorized Officers relating to the offering and sale of the Notes.
[Remainder of
the page is intentionally left blank; signature page follows.]
-43-
The undersigned have read the pertinent sections of the Indenture including the related
definitions contained therein. The undersigned have examined the resolutions adopted by the Company’s Board of Directors. In the opinion of the undersigned, the undersigned have made such examination or investigation as is necessary to enable
the undersigned to express an informed opinion as to whether or not the conditions precedent to the establishment of (i) a series of Securities, (ii) the forms of such Securities and (iii) the procedures for authentication of such
series of Securities, contained in the Indenture have been complied with. In the opinion of the undersigned, such conditions have been complied with.
Dated: June 10, 2026
KEYCORP
By:
/s/ Timothy J. Schmidt
Timothy J. Schmidt
Treasurer
By:
/s/ Andrea McCarthy
Andrea McCarthy
Assistant Secretary
Signature Page to
Officers’ Certificate and Company Order, Series V
EXHIBIT A – FORM OF SUBORDINATED MEDIUM-TERM NOTE, SERIES V
(FIXED RATE)
EXHIBIT B – FORM OF SUBORDINATED MEDIUM-TERM NOTE, SERIES V
(FLOATING RATE)
EXHIBIT C – FORM OF SUBORDINATED MEDIUM-TERM NOTE, SERIES V
(FIXED RATE/FLOATING RATE)
EXHIBIT D – FORM OF SUBORDINATED MEDIUM-TERM NOTE, SERIES V
(FIXED RATE RESET)
EXHIBIT E – FORM OF SUBORDINATED MEDIUM-TERM NOTE, SERIES V
(MASTER GLOBAL NOTE)
EXHIBIT F – ADMINISTRATIVE PROCEDURES
EXHIBIT G – FORM OF PRICING SUPPLEMENT
EXHIBIT H – RESOLUTIONS OF THE COMPANY’S BOARD OF DIRECTORS
DATED May 13, 2026
EX-4.3
EX-4.3
Filename: d150964dex43.htm · Sequence: 5
EX-4.3
Exhibit 4.3(a)
THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
CUSIP NO.
[ISIN: ]
[Common Code: ]
REGISTERED PRINCIPAL AMOUNT $
No. FX -
KEYCORP
FORM OF
SENIOR MEDIUM-TERM NOTE,
SERIES U
(FIXED RATE)
Due
from 9 Months or More from Date of Issue
If the registered owner of this Security (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its
agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
If
the registered owner of this Security (as indicated below) is [_______________] (“[______]”) or a nominee of [___________], this Security is a Global Security and the following legend applies:
Unless this certificate is presented by an authorized representative of [____________________] (the “Depository”) to the issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [____________________] or in such other name as is requested by an authorized representative of the Depository (and any payment is made to
[____________________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, [____________________], has an interest herein.
Thereafter the following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a
whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.
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.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
MINIMUM DENOMINATIONS:
☐ $2,000
☐ Other:
SPECIFIED CURRENCY:
United States Dollars:
☐ YES ☐ NO
FOREIGN CURRENCY:
EXCHANGE RATE AGENT:
PAYING AGENT:
PLACE OF PAYMENT:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY OTHER THAN
U.S. DOLLARS: ☐ YES ☐ NO
INTEREST RATE:
COMPUTATION PERIOD:
INTEREST PAYMENT DATES IF OTHER THAN
JUNE 15 AND DECEMBER 15:
REGULAR RECORD DATES:
OPTIONAL REDEMPTION: ☐ YES ☐ NO
INITIAL REDEMPTION DATE:
ADDITIONAL REDEMPTION DATES:
DAY COUNT CONVENTION:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
MAKE-WHOLE REDEMPTION OPTION
( %):
☐ YES ☐ NO
FIRST PAR CALL DATE:
PAR CALL DATE:
OPTION TO ELECT REPAYMENT: ☐ YES ☐ NO
REPAYMENT DATE(S):
REPAYMENT PRICE:
ADDITIONAL AMOUNTS:
DEFEASANCE: ☐ YES ☐ NO
COVENANT DEFEASANCE: ☐ YES ☐ NO
OPTIONAL INTEREST RATE RESET: ☐ YES ☐ NO
OPTIONAL INTEREST RATE RESET DATES:
OPTIONAL EXTENSION OF MATURITY: ☐ YES ☐ NO
LENGTH OF EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
TOTAL AMOUNT OF OID (for Discount Securities only):
ORIGINAL YIELD TO MATURITY (for Discount Securities only):
INITIAL ACCRUAL PERIOD OID (for Discount Securities only):
SINKING FUND:
OTHER/DIFFERENT PROVISIONS:
KEYCORP, an Ohio corporation (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [________] or registered assigns, the principal sum of [__________________ DOLLARS ($ )] on the Stated Maturity shown
above (except to the extent redeemed, repaid, renewed or extended prior to the Stated Maturity) and to pay interest on such principal sum at the Interest Rate shown above from the Original Issue Date shown above or from the most recent Interest
Payment Date to which interest, if any, has been paid or duly provided for, semi-annually on June 15 and December 15 of each year, commencing on [________] (unless other Interest Payment Dates are shown on the face hereof and except as
provided in the next succeeding paragraph) (each, an “Interest Payment Date”) until the principal hereof is paid or made available for payment and on the Stated Maturity, any Redemption Date or Repayment Date (such terms are
together hereinafter referred to as the “Maturity Date” with respect to the principal repayable on such date); provided, however, that any payment of principal, premium, if any, or interest, if any, to be made on any
Interest Payment Date or on the Maturity Date that is not a Business Day (as defined below) shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the Maturity Date, as the case
may be, and no additional interest will accrue from and after the Maturity Date or Interest Payment Date as a result of such delayed payment.
For purposes of this Security, unless otherwise specified on the face hereof, “Business Day” means as follows: (i) for
notes denominated in a specified currency other than U.S. dollars or the euro, the term Business Day means any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or
obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the principal financial center of the country of the relevant specified currency (if other than New York City);
(ii) for notes denominated in the euro or with a base rate of EURIBOR, the term Business Day means any day that is not a Saturday or Sunday and that is not a day that banking institutions in London are generally authorized or obligated by law or
executive order to close and is also a T2 Business Day; and (iii) in all other circumstances, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law
or executive order to close.
“Principal Financial Center” means (i) the capital city of the country issuing the
Specified Currency, or (ii) the capital city of the country to which the designated currency relates, as applicable, except, in the case of (i) or (ii) above, that with respect to United States dollars, Australian dollars, Canadian
dollars, euro, New Zealand dollars, South African rand and Swiss francs, the “Principal Financial Center” shall be New York City and (solely in the case of the Specified Currency) Sydney, Toronto, Brussels, Wellington, Johannesburg and
Zurich, respectively.
“T2 Business Day” means a day on which the Trans-European Automated Real Time Gross Settlement
Express Transfer payment system (which utilizes a single shared platform and which was launched on November 19, 2007) (or any successor or replacement for that system) is open for the settlement of payment in the euro.
Any interest hereon is accrued from, and including, the immediately preceding Interest
Payment Date in respect of which interest, if any, has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid) to, but excluding, the succeeding Interest Payment Date or the Maturity Date, as the
case may be. The interest, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (referred to on the reverse hereof), be paid to the person (the “Holder”) in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Interest Payment Date or as otherwise specified above (each, a
“Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest Payment Date relating to such Regular Record Date, interest, if any, for the period
beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the Holder hereof on such next succeeding Regular Record Date; and
provided further that interest, if any, payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for (“Defaulted
Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a
special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given to the Holder of this Security 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.
Unless otherwise specified above, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect
hereof into U.S. dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all payments in such Specified Currency by delivery of a written request to
the corporate trust office of the Paying Agent in New York City, on or prior to the applicable Regular Record Date or at least 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing, mailed or hand delivered, or by
facsimile or other electronic transmission. Unless otherwise specified above, the Holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest payments and need not file a separate election
for each 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 at least 15 days prior to the
Stated Maturity, as the case may be. Notwithstanding the foregoing, if the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls, because it is no longer used
by the government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s
control, then, until such Specified Currency is again available or used, the Holder hereof may not so elect to receive payments in the Specified Currency and any such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, other than as a result
of the European Monetary Union, such as by an official redenomination of any such Specified Currency that is a composite currency, the obligations of the Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is
itself officially redenominated.
Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof; provided, however, that, if the Holder hereof is the Holder of U.S.$1,000,000 (or the equivalent) or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or different terms and provisions), such interest payments may be made by wire transfer of immediately available funds, but only if appropriate instructions have been received in
writing by the Paying Agent on or prior to the applicable Regular Record Date. Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be paid in immediately available funds
upon surrender of this Security at the corporate trust office of the Paying Agent maintained for that purpose in New York City, New York (or at such other location as may be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as otherwise provided above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are
made.
Unless otherwise specified on the face hereof, interest on this Security, if any, will be computed and paid on the basis of a 360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Authorized Signatory
[REVERSE OF NOTE]
KEYCORP
SENIOR MEDIUM-TERM NOTE,
SERIES U
Section 1. General. This Security is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company, issued and to be issued in one or more series under and pursuant to a senior indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental
Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as of May 23, 2022, copies of which are available from the Company or the Trustee. This Security is one of the series designated on the face hereof that is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the
“Exchange Rate Agent”) based on the highest bid quotation in New York City at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three of such bid
quotations are not available, payments will be made in the Specified Currency.
Except as set forth below, if the Specified Currency is
other than U.S. dollars and the Specified Currency is not available due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of
transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such currency is again available or used, the Company will be entitled to make payments
in U.S. dollars on the basis of the noon buying rate in New York City for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the
“Market Exchange Rate”) as computed by the Exchange Rate Agent for such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange Rate is then not available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated on the face hereof. 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, Covenant Breach or Default under the Indenture.
All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security.
All
currency exchange costs will be borne by the Holder of this Security through deductions from payments otherwise due to such Holder.
References herein to “U.S. dollars” or “U.S. $” or “$” are to the currency of the
United States of America.
Section 3. Redemption. (a) If so specified on the face hereof, the Company may at its option
redeem this Security in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security (except in the case of a
Discount Security)) on or after the date designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as
is provided for below) multiplied by the Initial Redemption Percentage specified on the face hereof, together with accrued interest to the Redemption Date. Such Initial Redemption Percentage, if more than 100%, shall decline at each anniversary of
the Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price is 100% of such amount. The Company may exercise such option by causing the Trustee to, or cause the
Paying Agent to, deliver a notice of such redemption at least five but not more than 60 days prior to the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall
be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities of the series, of which this Security is a part, with differing issue dates, interest rates and stated maturities are to be redeemed, the
Company in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 60 days prior to the relevant redemption date, unless a shorter notice shall be satisfactory to the
Trustee. If less than all of the Securities with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.
(b) If the face hereof specifies that the Notes include a make-whole redemption option, the Notes will be redeemable at the Company’s
option, in whole or in part, at any time and from time to time, on or after the date that is 180 days from issue date of such Notes (or, if additional tranches of such Notes are issued after the original issue date, beginning 180 days after the
issue date of such additional Notes), and, if the Notes include a first par call date, prior to the first par call date, or, if the Notes do not include a first par call date but include a par call date, prior to the par call date, at a redemption
price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)
(a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to
be redeemed discounted to the Redemption Date (assuming the Notes matured on the Assumed Maturity Date (as defined below)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Redemption Treasury Rate (as defined below) plus the make-whole redemption spread specified on the face hereof less (b) interest accrued on such Notes to, and excluding, the date of
redemption; and
(2)
100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
If the face hereof specifies that the Notes include a first par call date, then, on the first par call date, the Notes will be redeemable at
the Company’s option, in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
If the face hereof specifies that the Notes include a par call date, then, on and after the par call date, the Notes will be redeemable, in
whole or in part, at any time and from time to time, at the Company’s option at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but
excluding, the Redemption Date.
“Assumed Maturity Date” means (a) if the Notes include neither a first par call date nor
a par call date, the Maturity Date of the Notes, (b) if the Notes include a first par call date, the first par call date, or (c) if the Notes do not include a first par call date but include a par call date, the par call date.
“Redemption Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the
following two paragraphs.
The Redemption Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after
such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Redemption Date based upon the yield or yields for the most recent day
that appear after such time on such day in the H.15 Daily Update under the caption H.15 TCM. In determining the Redemption Treasury Rate, the Company shall select, as applicable:
(1)
the yield for the Treasury constant maturity on the H.15 Daily Update exactly equal to the period from the
applicable Redemption Date to the Assumed Maturity Date (the “Remaining Life”); or
(2)
if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two
yields—one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately shorter than and one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately longer than the Remaining
Life—and shall interpolate to the Assumed Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)
if there is no such Treasury constant maturity on the H.15 Daily Update shorter than or longer than the
Remaining Life, the yield for the single Treasury constant maturity on the H.15 Daily Update closest to the Remaining Life.
For
purposes of this paragraph, the applicable Treasury constant maturity or maturities on the H.15 Daily Update shall be deemed to have a Maturity Date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the applicable Redemption Date.
If on the third Business Day preceding the applicable Redemption Date the H.15 TCM is no longer
included therein, the Company will calculate the Redemption Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such applicable
Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Assumed Maturity Date, as applicable. If there is no United States Treasury security maturing on the Assumed Maturity Date but there are
two or more United States Treasury securities with a Maturity Date equally distant from the Assumed Maturity Date, one with a Maturity Date preceding the Assumed Maturity Date and one with a Maturity Date following the Assumed Maturity Date, the
Company shall select the United States Treasury security with a Maturity Date preceding the Assumed Maturity Date. If there are two or more United States Treasury securities maturing on the Assumed Maturity Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Redemption Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United
States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
Section 4. Repayment. If so specified on the face hereof, this Security shall be repayable prior to the Stated Maturity at
the option of the Holder on each applicable Repayment Date shown on the face hereof at the Repayment Price shown on the face hereof, together with accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 10 but not more than 60 days prior to a Repayment Date this Security with the form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set forth in Section 308 of the Indenture, any
tender of this Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be
less than the minimum authorized denomination hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities for the remaining principal amount hereof shall be issued in the name of the Holder of this Security.
Section 5. Sinking Fund. Unless otherwise specified on the face hereof, this Security will not be subject to any sinking
fund.
Section 6. Discount Securities. If this Security (such Security being referred
to as a “Discount Security”) (a) has been issued at an Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax rules applicable to original issue discount instruments), than its
“stated redemption price at maturity” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) would be considered an original issue discount security for United States federal income tax
purposes, then the amount payable on this Security in the event of redemption by the Company, repayment at the option of the Holder, or acceleration of the maturity hereof, in lieu of the principal amount due at the Stated Maturity hereof, shall be
the Amortized Face Amount (as defined below) of this Security as of the date of such redemption, repayment or acceleration. The “Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue
Price (as set forth on the face hereof) plus (b) the portion of the difference between the Issue Price and the principal amount of the Discount Security that has been amortized at the stated yield of the Discount Security, computed in
accordance with the rules set forth in the Code, and applicable Treasury regulations, at the date as of which the Amortized Face Amount is calculated.
Section 7. Modifications and Waivers. 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. Such amendment may be effected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected thereby. The Indenture also contains provisions permitting the Holders of not less than 66-2/3% in principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the Indenture. Provisions in the
Indenture also permit the Holders of not less than 66-2/3% in principal amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all the Securities of such series and any
related coupons certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this Security and of any Security 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 Security.
Section 8. Ranking; Obligations of the Company Absolute. The Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the Specified Currency herein
prescribed.
Section 9. Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults, Covenant Breaches and Events of Default, upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security, unless otherwise specified on the face hereof.
Section 10. Authorized Denominations.
Unless otherwise provided on the face hereof, this Security is issuable only in registered form without coupons issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. If this Security is
denominated in a Specified Currency other than U.S. dollars or is a Discount Security, this Security shall be issuable in the denominations set forth on the face hereof.
Section 11. Registration of Transfer. As provided in the Indenture and subject
to certain limitations herein and therein set forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of Securities of which this
Security is a part, 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 his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
If the registered owner of this Security is the Depository (such a Security being referred to herein as a “Global
Security”) and (i) the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within 90 days following notice to the Company or (ii) an Event of Default
or Covenant Breach occurs, the Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company may at any time determine not to have Securities represented by this Global Security and, in such event,
will issue Securities in certificated form in exchange in whole for this Global Security representing such Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated
form of Securities equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $2,000 (or such other denomination as shall be
specified by the Company) or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons.
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 Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Section 12. Events of Default. If an Event of Default with respect to the Securities of
the series of which this Security forms a part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
Section 13. Defined Terms. All terms used in this Security which are defined in the Indenture and are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.
Section 14. Governing Law. This Security shall be governed by and
construed in accordance with the laws of the State of New York.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT -
Custodian
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the within Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises.
Dated _________________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
_________________________
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to 100% of the principal amount thereof, together with interest thereon
accrued to, but excluding, the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received at
least 10 but not more than 60 days prior to the Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day) by the Company at its office or agency, which will be located initially at the office of the Paying
Agent at Deutsche Bank Trust Company Americas, 1 Columbus Circle, New York, New York 10019, Attention: Corporate Trust & Agency Services.
If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $1,000 or an
integral multiple thereof) which is to be repaid: $_______________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral multiple of $1,000; provided that any remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $_____________________.
Dated:_______________
Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.
Exhibit 4.3(b)
THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
CUSIP NO.
[ISIN: ]
[Common Code: ]
REGISTERED PRINCIPAL AMOUNT $
No. FL -
KEYCORP
FORM OF
SENIOR MEDIUM-TERM NOTE,
SERIES U
(FLOATING RATE)
Due
from 9 Months or More from Date of Issue
If the registered owner of this Security (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its
agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
If
the registered owner of this Security (as indicated below) is [______________] (“[_____]”) or a nominee of [________], this Security is a Global Security and the following legend applies:
Unless this certificate is presented by an authorized representative of [______________] (the “Depository”) to the issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [______________] or in such other name as is requested by an authorized representative of the Depository (and any payment is made to
[______________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
[______________], has an interest herein.
Thereafter the following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a whole
by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.
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.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
BASE RATE:
INITIAL INTEREST RATE:
INDEX MATURITY:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
CALCULATION AGENT:
CALCULATION DATE:
SINKING FUND:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST DETERMINATION DATE:
INTEREST RESET PERIOD:
INTEREST RESET DATES:
INTEREST PAYMENT PERIOD:
INTEREST PAYMENT DATES:
REGULAR RECORD DATES:
PAYING AGENT:
PLACE OF PAYMENT:
DAY COUNT CONVENTION:
OPTION TO ELECT REPAYMENT: ☐ YES ☐ NO
REPAYMENT DATE(S):
REPAYMENT PRICE:
OPTIONAL REDEMPTION: ☐ YES ☐ NO
INITIAL REDEMPTION DATE:
ADDITIONAL REDEMPTION DATES:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
MAKE-WHOLE REDEMPTION OPTION
( %):
☐ YES ☐ NO
FIRST PAR CALL DATE:
PAR CALL DATE:
MINIMUM DENOMINATIONS:
☐ $2,000
☐ Other:
SPECIFIED CURRENCY:
United States Dollars:
☐ YES ☐ NO
FOREIGN CURRENCY:
OPTION TO RECEIVE PAYMENTS IN
SPECIFIED CURRENCY OTHER THAN U.S.
DOLLARS:
☐ YES ☐ NO
EXCHANGE RATE AGENT:
ADDITIONAL AMOUNTS:
DEFEASANCE: ☐ YES ☐ NO
COVENANT DEFEASANCE: ☐ YES ☐
NO
OPTIONAL INTEREST RATE RESET:
☐ YES ☐ NO
OPTIONAL INTEREST RATE RESET DATES:
TOTAL AMOUNT OF OID (for Discount Securities only):
INITIAL ACCRUAL PERIOD OID (for Discount Securities only):
ORIGINAL YIELD TO MATURITY (for Discount
Securities only):
OTHER/DIFFERENT PROVISIONS:
KEYCORP, an Ohio corporation (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [_________], or registered assigns, the principal sum of [___________________Dollars ($)] on the Stated Maturity
shown above (except to the extent redeemed, repaid or renewed prior to the Stated Maturity) and to pay interest on such principal sum at the Initial Interest Rate shown above from the Original Issue Date shown above until the first Interest Reset
Date shown above following the Original Issue Date (if the first Interest Reset Date is later than the Original Issue Date) and thereafter at the interest rate determined by reference to the Base Rate shown above, plus or minus the Spread, if any,
and/or multiplied by the Spread Multiplier, if any, shown above, determined in accordance with the provisions on the reverse hereof, until the principal hereof is paid or duly made available for payment. The Company will pay interest on each
Interest Payment Date specified above, commencing with the first Interest Payment Date (except as provided in the next succeeding paragraph) next succeeding the Original Issue Date, and on the Stated Maturity, any Redemption Date or Repayment Date
(such terms together are hereinafter referred to as a “Maturity Date” with respect to the principal repayable on such date); provided, however, that any payment of principal, premium, if any, or interest, if any, to
be made on any Interest Payment Date (but not the Maturity Date) that is not a Business Day (as defined below) shall be made on the next succeeding Business Day (except that in the case of interest payments on an Interest Payment Date and if the
Base Rate specified above is SOFR, CORRA or EURIBOR, and such day falls in the next succeeding calendar month, such payment will be made on the immediately preceding Business Day) as described on the reverse hereof. If the Maturity Date is not a
Business Day, principal, premium, if any, or interest, if any, shall be paid on the next succeeding Business Day, and no interest will accrue from and after the Maturity Date.
For purposes of this Security, unless otherwise specified on the face hereof, “Business Day” means as follows: (i) for
SOFR Notes, the term Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be
closed for the entire day for purposes of trading in U.S. government securities; (ii) for notes denominated in a specified currency other than U.S. dollars or the euro, the term Business Day means any day that is not a Saturday or Sunday and
that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the principal
financial center of the country of the relevant specified currency (if other than New York City); (iii) for notes denominated in the euro or with a Base Rate of EURIBOR, the term Business Day means any day that is not a Saturday or Sunday and that
is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close and is also a T2 Business Day; and (iv) in all other circumstances, any day that is not a Saturday or Sunday and
that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close.
“Principal Financial Center” means (i) the capital city of the country issuing the Specified Currency or (ii) the
capital city of the country to which the designated currency, if applicable, relates, except, in each case, that with respect to United States dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South African rand and Swiss
francs, the “Principal Financial Center” shall be New York City and (solely in the case of the Specified Currency), Sydney, Toronto, Brussels, Wellington, Johannesburg and Zurich, respectively.
“T2 Business Day” means a day on which the Trans-European Automated Real
Time Gross Settlement Express Transfer payment system (which utilizes a single shared platform and which was launched on November 19, 2007) (or any successor or replacement for that system) is open for the settlement of payment in the euro.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture
(referred to on the reverse hereof), be paid to the person (the “Holder”) in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the 15th day (whether or not a Business Day)
immediately preceding such Interest Payment Date or as otherwise specified above (a “Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest for the period beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record
Date to the Holder on such next succeeding Regular Record Date; and provided further that interest payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually
paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given
to the Holder of this Security 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.
Unless otherwise specified, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency unless
the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect hereof into U.S.
dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all payments in such Specified Currency by delivery of a written request to the corporate
trust office of the Paying Agent in New York City, on or prior to the applicable Regular Record Date or at least 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing, mailed or hand delivered, or by facsimile or
other electronic transmission. Unless otherwise specified above, the Holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest payments and need not file a separate election for each
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 at least 15 days prior to the Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls, because it is no longer used by the
government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control,
then, until such Specified Currency is again available or used, the Holder hereof may not so elect to receive payments in the Specified Currency and any such outstanding election shall be automatically suspended, until the Company determines that
the Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, other than as a result
of the European Monetary Union, such as by an official redenomination of any such Specified Currency that is a composite currency, the obligations of the Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is
itself officially redenominated.
Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof; provided, however, that, if the Holder hereof is the Holder of U.S.$1,000,000 (or the equivalent) or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or different terms and provisions), such interest payments may be made by wire transfer of immediately available funds, but only if appropriate instructions have been received in
writing by the Paying Agent on or prior to the applicable Regular Record Date. Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be paid in immediately available funds
upon surrender of this Security at the corporate trust office of the Paying Agent maintained for that purpose in New York City, New York (or at such other location as may be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as otherwise provided above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are
made.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant
Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Authorized Signatory
[REVERSE OF NOTE]
KEYCORP
SENIOR MEDIUM-TERM NOTE,
SERIES U
Section 1. General. This Security is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company, issued and to be issued in one or more series under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental
Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as of May 23, 2022, copies of which are available from the Company or the Trustee. This Security is one of the series designated on the face hereof, which is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the
“Exchange Rate Agent”) based on the highest bid quotation in New York City at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three of such bid
quotations are not available, payments will be made in the Specified Currency.
Except as set forth below, if the Specified Currency is
other than U.S. dollars and the Specified Currency is not available due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of
transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such currency is again available or used, the Company will be entitled to make payments
in U.S. dollars on the basis of the noon buying rate in New York City for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the
“Market Exchange Rate”) as computed by the Exchange Rate Agent for such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange Rate is then not available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated on the face hereof. 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, Covenant Breach or Default under the Indenture.
All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security.
All
currency exchange costs will be borne by the Holder of this Security through deductions from payments otherwise due to such Holder.
Section 3. Interest Rate Calculations. Unless otherwise set forth on the face hereof, the following provisions of this
Section 3 shall apply to the calculation of interest on this Security. If the first Interest Reset Date is later than the Original Issue Date, this Security will bear interest from its Original Issue Date to the first Interest Reset Date (as
defined below) at the Initial Interest Rate set forth on the face hereof. Thereafter, the interest rate hereon for each Interest Reset Period (as defined below) will be determined by reference to the Base Rate set forth on the face hereof, as
adjusted by the Spread, the Spread Multiplier or other formula, if any, set forth on the face hereof.
As set forth on the face hereof,
this Security may also have either or both of the following: (i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period (“Maximum Interest Rate”); and (ii) a minimum
limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period (“Minimum Interest Rate”). In addition to any Maximum Interest Rate that may be set forth on the face hereof, the interest rate on
this Security 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.
The rate of interest hereon will be reset daily, weekly, monthly, quarterly, semiannually or annually or on some other basis (each, an
“Interest Reset Period”) as specified in the applicable pricing supplement. The “Interest Reset Date” is the first day of each Interest Reset Period and will be, if this Security resets (i) daily, each
Business Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set forth on the face hereof is the Treasury Rate); weekly and if the Base Rate set forth on the face hereof is the Treasury Rate, the Tuesday of each week (except if
the auction date falls on a Tuesday, then the next Business Day, as provided below); (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year;
(v) semiannually, the third Wednesday of each of the two months which are six months apart as set forth in the applicable pricing supplement; and (vi) annually, the third Wednesday of one month of each year set forth in the applicable
pricing supplement. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be the next succeeding Business Day, except that, if the Base Rate set forth on the face hereof is SOFR, CORRA or
EURIBOR, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.
The “Interest Determination Date” is the date as of which the new
interest rate is determined for a particular Interest Reset Date, based on the applicable interest rate basis or formula as of that Interest Determination Date. The Interest Determination Date pertaining to an Interest Reset Date for this Security
(unless the Base Rate set forth on the face hereof is SOFR, CORRA, EURIBOR, or Treasury Rate) will be the second Business Day immediately preceding such Interest Reset Date. If the Base Rate set forth on the face hereof is EURIBOR, the Interest
Determination Date pertaining to an Interest Reset Date for this Security will be the second T2 Business Day immediately preceding such Interest Reset Date. If the Base Rate set forth on the face hereof is SOFR, the Interest Determination Date
pertaining to an Interest Reset Date for this Security will be as set forth below in the “—Determination of SOFR” section and as set forth on the face hereof. If the Base Rate set forth on the face hereof is the Treasury Rate, the
Interest Determination Date pertaining to an Interest Reset Date for this Security will be the day of the week in which such Interest Reset Date falls on which Treasury bills of the same index maturity are auctioned. Treasury bills are usually sold
at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that such auction may be held on the preceding Friday. If an auction is so held on the preceding
Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next week. If an auction falls on any Interest Reset Date, then the Interest Reset Date will instead be the first Business Day
immediately following the auction sale. If the Base Rate set forth on the face hereof is the CORRA, the Interest Determination Date shall be the Interest Reset Date (the “CORRA Interest Determination Date”).
Unless otherwise set forth on the face hereof, the “Calculation Date,” where applicable, pertaining to an Interest
Determination Date is the earlier of (i) the 10th calendar day after such Interest Determination Date, or if any 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 the Stated Maturity, as the case may be.
The Company will appoint and enter into an agreement with an agent (a
“Calculation Agent”) to calculate the rate of interest on the Securities of this series which bear interest at a floating rate. Unless otherwise set forth on the face hereof, KeyBank National Association will be the Calculation
Agent. At the request of the Holder hereof, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next succeeding Interest Reset Date.
Notwithstanding any of the foregoing, the interest rate thereon shall not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, shown on the face hereof. In addition, the interest rate hereon shall 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.
Interest will be payable on, unless specifically set forth on the face hereof, (i) for notes with interest payable monthly, the third
Wednesday of each month; (ii) for notes with interest payable quarterly, the third Wednesday of March, June, September and December of each year; (iii) for notes with interest payable semiannually, the third Wednesday of each of the two
months set forth on the face hereof; and (iv) for notes with interest payable annually, the third Wednesday of the month set forth on the face hereof (each, an “Interest Payment Date”), and in each case, on the Maturity Date
or at redemption or repurchase.
The interest payable hereon on each Interest Payment Date and on the Maturity Date shall be
the amount of interest accrued from and including the Original Issue Date or the last Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to, but excluding, the next succeeding Interest Payment Date or the
Maturity Date, as the case may be. If the Stated Maturity falls on a day which is not a Business Day, the payment of principal, premium, if any, and interest with respect to the Stated Maturity will be paid on the next succeeding Business Day with
the same force and effect as if made on the Stated Maturity, and no interest shall accrue or be paid on the amount so payable as a result of such delayed payment. If an Interest Payment Date other than the Stated Maturity falls on a day that is not
a Business Day, such Interest Payment Date will be postponed to the next day that is a Business Day and interest will accrue for the period of such postponement (except if the Base Rate specified above is SOFR, CORRA or EURIBOR, and such day falls
in the next succeeding calendar month, such Interest Payment Date will be advanced to the immediately preceding Business Day), it being understood that, to the extent this sentence is inconsistent with Section 112 of the Indenture, the
provisions of this sentence shall apply in lieu of such Section.
Accrued interest will be calculated by multiplying the principal amount
hereof by an accrued interest factor. The accrued interest factor will be computed by adding the interest factor calculated for each day in the interest period or from the date from which accrued interest is being calculated. The interest factor for
each such day is computed by dividing the interest rate in effect on that day (1) by 360 (unless the Base Rate set forth on the face hereof is the Treasury Rate, CORRA or CMT Rate), (2) by the actual number of days in the year, if the Base Rate
set forth on the face hereof is the Treasury Rate or CMT Rate, or (3) by 365 if the Base Rate set forth on the face hereof is CORRA. The interest rate applicable to any day that is an Interest Reset Date is the interest rate as determined, in
accordance with the procedures hereinafter set forth, with respect to the Interest Determination Date pertaining to such Interest Reset Date. The interest rate applicable to any other day is the interest rate for the immediately preceding Interest
Reset Date (or, if none, the Initial Interest Rate, as set forth on the face hereof).
All percentages used in or resulting from any
calculation with respect hereto will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 7.123455% (or
0.07123455) being rounded to 7.12346% (or 0.0712346) and 7.123454% (or 0.07123454) being rounded to 7.12345% (or 0.0712345)). All currency amounts used in or resulting from such calculation will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded upward).
Subject to applicable provisions of law and except as specified herein, with respect to each Interest Determination Date, the rate of interest
shall be the rate determined by the Calculation Agent in accordance with the provisions of the applicable heading below.
Determination
of CORRA. If the Base Rate set forth on the face hereof is CORRA, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Canadian Overnight Repo Rate Average, commonly referred to as
CORRA, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, the interest rate for each relevant interest
period will be determined by the Calculation Agent on each Interest Determination Date relating to a floating rate note for which the interest rate is determined with reference to CORRA (a “CORRA Interest Determination Date”), at a Base
Rate equal to compounded daily CORRA (“compounded CORRA”), calculated as described below or by any other method of calculation specified on the face hereof. The CORRA Interest Determination Date for a CORRA Note means the day that is the
number of Toronto banking days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant interest period, as specified on the face hereof. Unless the face hereof specifies otherwise, the
CORRA Interest Determination Date for each interest period will be two Toronto banking days preceding the applicable Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date).
The amount of interest accrued and payable on the CORRA Notes for each interest period will be calculated by the Calculation Agent and will be
equal to the product of (i) the outstanding principal amount of the CORRA Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the relevant interest period multiplied by
(b) the quotient of the actual number of calendar days in such interest period divided by 365.
The Calculation Agent will determine
compounded CORRA for each applicable interest period in accordance with the formula below, and with respect to the observation period relating to such interest period. Compounded CORRA, the interest rate and accrued interest for each interest period
will be determined by the Calculation Agent in arrears for each applicable interest period as soon as reasonably practicable on or after the last day of the applicable observation period related to such interest period and prior to the relevant
interest payment date. The Calculation Agent will notify the Company of compounded CORRA and such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the
Business Day immediately prior to the interest payment date.
Compounded CORRA Notes with Observation Shift
“Compounded CORRA” means, for any observation period, the rate of return of a daily compounded interest investment calculated in
accordance with the following formula, with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.00000005 being rounded upwards:
where:
“d” for any observation period, means the number of calendar days in the relevant observation period;
“d0” for any observation period, is the number of Toronto
banking days in the relevant observation period;
“i” means a series of whole numbers from one to d0, each representing the relevant Toronto banking day in chronological order from, and including, the first Toronto banking day in the relevant observation period;
“ni” for
any Toronto banking day “i” in the relevant observation period, means the number of calendar days from, and including, such Toronto banking day “i” to, but excluding, the following Toronto banking day (which is
“i” + 1);
“CORRAi” means, in respect
of any Toronto banking day “i” in the relevant observation period, a reference rate equal to the daily Canada Overnight Repo Rate Average for such Toronto banking day, as published by the Bank of Canada, as the administrator of
CORRA (or any successor administrator of CORRA), on the website of the Bank of Canada or any successor website, or such other source or page as is specified on the face hereof or, if the Bank of Canada’s website or such other source or page as
is specified on the face hereof, as applicable, is unavailable, as otherwise published by such authorized distributors (in each case, at approximately 11:00 a.m., Toronto time (or such other time as is specified on the face hereof)), on the
immediately following Toronto banking day, which is Toronto banking day “i”+ 1;
“observation period”
means, in respect of each observation period, the period from, and including, the date that is two Toronto banking days (or such other number of Toronto banking days as the Company may specify on the face hereof) preceding the first date in such
interest period to, but excluding, the date that is two Toronto banking days (or such other number of Toronto banking days as the Company may specify on the face hereof) preceding the interest payment date for such interest period (or, in the case
of the final interest period, the Maturity Date or earlier Redemption Date or Repayment Date); and
“Toronto banking day”
means a day on which Schedule I banks under the Bank Act (Canada) are open for business in the city of Toronto, Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar for CORRA or
an Applicable Fallback Rate as may be adopted by the administrator of CORRA from time to time).
If neither the administrator nor
authorized distributors provide or publish CORRA and an Index Cessation Effective Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last
provided or published CORRA.
Notwithstanding the foregoing, upon the occurrence of an Index Cessation Event, the terms and provisions set
forth under “—Effect of an Index Cessation Event — CORRA” will apply to the CORRA Notes.
Effect of an Index
Cessation Event — CORRA
Upon the occurrence of an Index Cessation Event and related Index Cessation Effective Date,
the interest rate for a CORRA Interest Determination Date that occurs on or after such Index Cessation Effective Date will be the CAD Recommended Rate determined in accordance with (i) and (ii) below, to which the Calculation Agent will
apply the most recently published spread and make such adjustments as are necessary to account for any difference in the term, structure or tenor of the CAD Recommended Rate in comparison to CORRA, in each case that the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, determines, from time to time, and notifies to the Calculation Agent, are consistent with accepted market practice or applicable regulatory or legislative action or
guidance for the use of such Applicable Fallback Rate for debt obligations comparable to the CORRA Notes in such circumstances:
(i)
Index Cessation Effective Date with respect to CORRA. If there is a CAD Recommended Rate before
the end of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA but neither the administrator nor authorized distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date
with respect to the CAD Recommended Rate has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD
Recommended Rate.
(ii)
No CAD Recommended Rate or Index Cessation Effective Date with respect to CAD Recommended Rate. If
there is no CAD Recommended Rate before the end of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA, or there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs
with respect to such CAD Recommended Rate, then the Base Rate for a CORRA Interest Determination Date that occurs on or after such applicable Index Cessation Effective Date will be the BOC Target Rate (as defined below). If neither the administrator
nor authorized distributors provide or publish the BOC Target Rate and an Index Cessation Effective Date with respect to the BOC Target Rate has not occurred, then, in respect of any day for which the BOC Target Rate is required, references to the
BOC Target Rate will be deemed to be references to the last provided or published BOC Target Rate.
Applicable
Fallback Rate Conforming Changes. Notwithstanding the foregoing, in connection with the implementation of an Applicable Fallback Rate, the Company or its designee (which may be an affiliate of the Company), after consulting with the
Company, may make such adjustments to the Applicable Fallback Rate or the spread thereon, if any, as well as the business day convention, the calendar day count convention, interest determination dates, interest reset dates and related provisions
and definitions (including observation dates for reference rates), in each case that are consistent with accepted market practice for the use of the Applicable Fallback Rate for debt obligations such as the CORRA Notes in such circumstances.
Any determination, decision or election that may be made by the Company or the Calculation Agent, as applicable, in relation to the Applicable
Fallback Rate, including any determination with respect to an adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection: (i) will be conclusive and binding, absent manifest error; (ii) if made by the Company, will be made in the Company’s sole discretion, or, as applicable, if made by the Calculation Agent will be made after consultation
with the Company and the Calculation Agent will not make any such determination, decision or election to which the Company objects and will have no liability for not making any such determination, decision or election; and (iii) shall
become effective without consent from the holders of the CORRA Notes or any other party.
Definitions. As used in the foregoing
terms and provisions relating to the determination of CORRA:
“Applicable Fallback Rate” means the CAD Recommended Rate, or the
BOC Target Rate, as applicable;
“BOC Target Rate” means the Bank of Canada’s target for the overnight rate
as set by the Bank of Canada and published on the Bank of Canada’s website or, if the Bank of Canada does not target a single rate, the mid-point of the target range set by the Bank of Canada and so
published (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards);
“CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a
committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or,
if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;
“Index Cessation Effective Date” means, in respect of an Index Cessation Event, the first date on which CORRA or the Applicable
Fallback Rate, as applicable, is no longer provided. If CORRA or the Applicable Fallback Rate, as applicable, ceases to be provided on the same day that it is required to determine the Base Rate for an interest period pursuant to the terms of
an applicable series of CORRA Notes but it was provided at the time at which it is to be observed pursuant to the terms and provisions of such series of CORRA Notes (or, if no such time is specified in the terms and provisions of such series,
at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published; and
“Index Cessation Event” means:
(A)
a public statement or publication of information by or on behalf of the administrator or provider of CORRA or
the Applicable Fallback Rate, as applicable, announcing that it has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable; or
(B)
a public statement or publication of information by the regulatory supervisor for the administrator or provider
of CORRA or the Applicable Fallback Rate, as applicable, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, a resolution authority with
jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator or provider for CORRA or the Applicable Fallback
Rate, as applicable, which states that the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely,
provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable.
Determination of CMT Rate. If the Base Rate set forth on the face hereof is the CMT
Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CMT Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and
Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “CMT Rate” means, with respect to any Interest Determination Date pertaining thereto:
(i) If “Refinitiv Page FRBCMT” is the specified CMT Refinitiv Page on the face hereof, the CMT Rate on the Interest
Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as set forth in the daily statistical release published by
the Federal Reserve Board available through its website at https://www.federalreserve.gov/releases/h15/, or any successor site or publication, and designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation)
(“H.15 Daily Update”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”), as such yield is displayed on Refinitiv (or
any successor service) on page FRBCMT (or any other page as may replace such page on such service) (“Refinitiv Page FRBCMT”) for such Interest Determination Date. The Calculation Agent will follow the following procedures if the
Refinitiv Page FRBCMT CMT Rate cannot be determined as described in the preceding sentence: (a) If such rate does not appear on Refinitiv Page FRBCMT, the CMT Rate on such Interest Determination Date shall be a percentage equal to the yield for
United States Treasury securities having the Index Maturity specified on the face hereof and for such Interest Determination Date as set forth in the H.15 Daily Update under the caption H.15 TCM. (b) If such rate does not appear in the H.15
Daily Update, the CMT Rate on such Interest Determination Date shall be the rate for the period of the Index Maturity specified on the face hereof as may then be published by either the Federal Reserve Board or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate that would otherwise have been published in the H.15 Daily Update. (c) If the Federal Reserve Board or the United States Department of the Treasury does not publish a
yield on United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof for such Interest Determination Date, the CMT Rate on such Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on
such Interest Determination Date of three leading primary United States government securities dealers in New York City (which may include the Agents or their affiliates) (each, a “Reference Dealer”) 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 United
States Treasury securities with an original maturity equal to the Index Maturity specified on the face hereof, a remaining term to maturity no more than one year shorter than such Index Maturity and in a principal amount that is representative for a
single transaction in such securities in such market at such time. (d) If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate
Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be eliminated. (e) If fewer than three prices are provided as
requested, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-
maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such Interest Determination Date of three Reference Dealers 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 United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof, a remaining term to maturity closest to such Index Maturity and in a principal amount that is representative for a
single transaction in such securities in such market at such time. If two such United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof have remaining terms to maturity equally close to
such Index Maturity, the quotes for the United States Treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such Interest Determination
Date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated. If fewer than three such prices are provided as
requested, the CMT Rate determined as of such Interest Determination Date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however, that if there was no preceding Interest Reset Date, the initial interest rate will
remain in effect for the new Interest Reset Period.
(ii) If “Refinitiv Page FEDCMT” is the specified CMT Refinitiv
Page on the face hereof, the CMT Rate on the Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof,
average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as set forth in the H.15 Daily Update under the caption H.15 TCM as such yield is displayed on Refinitiv on
page FEDCMT (or any other page as may replace such page on such service) (“Refinitiv Page FEDCMT”) for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such Interest
Determination Date falls. The Calculation Agent will follow the following procedures if the Refinitiv Page FEDCMT CMT Rate cannot be determined as described in the preceding sentence: (a) If such rate does not appear on Refinitiv Page FEDCMT,
the CMT Rate on such Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average yield for United
States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof for the week or month, as applicable, preceding such Interest Determination Date as set forth in the H.15 Daily Update under the
caption H.15 TCM. (b) If such rates required to compute such average yield do not appear in the H.15 Daily Update, the CMT Rate on such Interest Determination Date shall be the one-week or one-month, as specified on the face hereof, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as otherwise announced by the
Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such Interest Determination Date falls. (c) If the Federal Reserve Board does not publish a one-week or one-month, as specified on the face hereof, average yield on United States Treasury securities at “constant maturity” having the Index Maturity
specified on the face hereof for the applicable week or month, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such Interest Determination Date of
three Reference Dealers 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 United States Treasury securities with an original maturity equal to the Index Maturity specified on the face hereof, a remaining term to maturity of no more than one year shorter than
such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. (d) If fewer than five but more than two such prices are provided as requested, the CMT Rate on such
Interest Determination Date shall be the rate on the Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be
eliminated. (e) If fewer than three prices are provided as requested, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such Interest Determination Date
of three Reference Dealers 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 United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof, a remaining term to maturity closest to such Index Maturity and in a principal
amount that is representative for a single transaction in such securities in such market at such time. If two such United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof have
remaining terms to maturity equally close to such Index Maturity, the quotes for the United States Treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested,
the CMT Rate on such CMT Rate interest determination date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated. If
fewer than three such prices are provided as requested, the CMT Rate determined as of such Interest Determination Date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset
Date, the initial interest rate will remain in effect for the new Interest Reset Period.
Determination of Commercial Paper Rate.
If the Base Rate set forth on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate, plus or minus any Spread, and/or
multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Commercial Paper Rate” means, with
respect to any Interest Determination Date pertaining thereto, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity set forth on the face hereof, as such rate shall be
published in H.15(519) prior to 3:00 p.m., New York City time, on the Calculation Date under the caption “Commercial Paper - Nonfinancial.” If the above rate is not published in H.15(519) by 3:00 p.m., New York City time, on the
Calculation Date, the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity set forth on the face hereof as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate. If by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or
another
recognized electronic source, the Commercial Paper Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 a.m., New York City time, on such Interest Determination Date of three leading dealers in U.S. dollar commercial paper in New York City selected by the Calculation Agent for commercial paper having the Index Maturity
set forth on the face hereof placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized securities rating organization. However, if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting offered rates as mentioned in the previous sentence, the Commercial Paper Rate will remain the Commercial Paper Rate then in effect on such Interest Determination Date.
“Money Market Yield” shall be a yield (expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable annual 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 the interest is being calculated.
Determination of EURIBOR. If the Base Rate set forth on the face hereof is EURIBOR, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to EURIBOR, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face
hereof. With respect to Securities indexed to EURIBOR, unless otherwise set forth on the face hereof, the Calculation Agent will determine EURIBOR on each EURIBOR Interest Determination Date, which is the second T2 Business Day prior to the Interest
Reset Date for each Interest Reset Period.
Unless otherwise specified on the face hereof, EURIBOR means, with respect to any Interest
Determination Date, a Base Rate equal to the interest rate for deposits in euro designated as “EURIBOR” as sponsored, calculated and published by EMMI having the index maturity specified on the face hereof, as that rate appears on
Refinitiv Page EURIBOR01 (or any other page as may replace such page on such service) (“Refinitiv Page EURIBOR01”) as of 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date.
Unless otherwise specified on the face hereof, the following procedures will be followed if EURIBOR cannot be determined as described above:
(I) If the rate described above does not appear on Refinitiv Page EURIBOR01, EURIBOR will be determined on the basis of the rates, at
approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of four major banks
in that market selected by the Calculation Agent, after consultation with the Company: euro deposits having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in a representative amount. The Calculation Agent will
request that the principal euro-zone office of each of these banks provide a quotation of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of those quotations.
(II) If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR
Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 a.m., Brussels time on that EURIBOR Interest Determination Date, by three major banks in
the euro-zone selected by the Calculation Agent: loans of euro having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in an amount that is representative of a single transaction in euro in that market at the time.
(III) If fewer than three banks selected by the Calculation Agent are quoting as described above, EURIBOR for the new interest period
will be EURIBOR in effect for the prior interest period. If the initial Base Rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period.
Notwithstanding, and at any time during the application of, the foregoing procedures, if the Company or its designee determines that a
Benchmark Event has occurred in relation to any Notes that reference EURIBOR, then, pursuant to the provisions described under “Benchmark Discontinuation—Reference Rate Replacement—EURIBOR,” the Company will use reasonable
efforts to appoint an Independent Financial Adviser for the determination (with the Company’s agreement) of, amongst other items, a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree
that there is no Successor Rate, an Alternative Benchmark Rate (as defined below) and, in each case, an Adjustment Spread (as defined below) and the provisions described under “Benchmark Discontinuation—Reference Rate
Replacement—EURIBOR” shall, in such circumstances, apply to the EURIBOR Notes.
Benchmark Discontinuation—Reference
Rate Replacement—EURIBOR
Notwithstanding the foregoing, if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines that a Benchmark Event (as defined below) has occurred when any interest rate (or the relevant component part thereof) remains to be determined by reference to EURIBOR, then the following
provisions shall apply:
•
the Company will use reasonable efforts to appoint an Independent Financial Adviser (as defined below) for the
determination (with the Company’s agreement) of a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree that there is no Successor Rate, an alternative rate (the “Alternative
Benchmark Rate”) and, in either case, an alternative screen page or source (the “Alternative Relevant Screen Page”) and an Adjustment Spread (as defined below) (if applicable) no later than three Business Days prior to the relevant
Interest Determination Date relating to the next succeeding interest period (the “IA Determination Cut-off Date”) for purposes of determining the interest rate applicable to the Notes for all
future interest periods;
•
the Alternative Benchmark Rate will be such rate as the Company and the Independent Financial Adviser agree has
replaced the relevant reference rate in customary market usage for the purposes of determining the applicable interest rate or, if the Company and the Independent Financial Adviser agree that there is no such rate, such other rate as the Company and
the Independent Financial Adviser agree is most comparable to the relevant reference rate, and the Alternative Relevant Screen Page shall be such page of an information service as displays the Alternative Benchmark Rate;
•
if the Company is unable to appoint an Independent Financial Adviser, or if the Company and the Independent
Financial Adviser cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the IA Determination Cut-off Date in accordance with the
clause immediately above, then the Company may determine which (if any) rate has replaced the relevant reference rate in customary market usage for purposes of determining the applicable interest rate or, if the Company determines that there is no
such rate, which (if any) rate is most comparable to the relevant reference rate, and the Alternative Benchmark Rate will be the rate so determined by the Company, and the Alternative Relevant Screen Page will be such page of an information service
as displays the Alternative Benchmark Rate; provided, however, that if this clause applies and the Company is unable or unwilling to determine an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the Interest Determination
Date relating to the next succeeding interest period in accordance with this clause, the reference rate applicable to such interest period will be determined pursuant to the interest rate provisions for Notes referencing EURIBOR as applicable and as
outlined above under the captions “EURIBOR Notes”;
•
if a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page is determined in
accordance with the preceding provisions, such Successor Rate or such Alternative Benchmark Rate and such Alternative Relevant Screen Page will be the benchmark and the Relevant Screen Page in relation to the Notes for all future interest periods;
•
if the Company determines, together with the Independent Financial Adviser, that (A) an Adjustment Spread is
required to be applied to the Successor Rate or the Alternative Benchmark Rate and (B) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread will be applied to the Successor Rate or the
Alternative Benchmark Rate for each subsequent determination of a relevant interest rate and Interest Amount(s) (or a component part thereof) by reference to such Successor Rate or such Alternative Benchmark Rate;
•
if a Successor Rate or an Alternative Benchmark Rate and/or Adjustment Spread is determined in accordance with
the above provisions, the Company may also specify additional changes applicable to the Notes, and the method for determining the fallback rate in relation to the Notes, to follow market practice in relation to the Successor Rate or the Alternative
Benchmark Rate and/or the Adjustment Spread, which changes shall apply to the Notes for all future interest periods; and
•
the Company will promptly, following the determination of any Successor Rate or any Alternative Benchmark Rate
and any Alternative Relevant Screen Page and any Adjustment Spread (if any), give notice thereof and of any changes pursuant to the clause immediately above to the Calculation Agent, the fiscal and paying agent and the holders of the Notes.
“Adjustment Spread” means either a spread (which may be positive or negative) or
a formula or methodology for calculating a spread, which the Company determines should be applied to the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), as a result of the replacement of the relevant reference
rate with the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), and is the spread, formula or methodology which:
•
in the case of a Successor Rate, is recommended or formally provided as an option for parties to adopt, in
relation to the replacement of the reference rate with the Successor Rate by any Relevant Nominating Body; or
•
in the case of a Successor Rate for which no such recommendation has been made, or option provided, or in the
case of an Alternative Benchmark Rate, the spread, formula or methodology which the Company determines to be appropriate to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
the case may be) to holders as a result of the replacement of the reference rate with the Successor Rate or the Alternative Benchmark Rate (as applicable).
“Benchmark Event” means:
(a) the relevant reference rate (or component thereof) has ceased to be published on the Relevant Screen Page as a result of such benchmark
(or component thereof) ceasing to be calculated or administered; or
(b) a public statement by the administrator of the relevant reference
rate (or component thereof) that it will cease publishing such reference rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of such reference rate) (or component
thereof); or
(c) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof) that
such reference rate (or component thereof) has been or will be permanently or indefinitely discontinued; or
(d) a public statement by the
supervisor of the administrator of the relevant reference rate (or component thereof) that means that such reference rate (or component thereof) will be prohibited from being used or that its use will be subject to restrictions or adverse
consequences; or
(e) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof)
that, in the view of such supervisor, such reference rate (or component thereof) is no longer representative of an underlying market; or
(f) it has or will become unlawful for the Calculation Agent or the Company to calculate any payments due to be made to any holder using the
relevant reference rate (or component thereof) (including, without limitation, under the Benchmarks Regulation (EU) 2016/1011, if applicable),
provided that the Benchmark Event shall be deemed to occur only (i) in the case of paragraphs
(b) and (c) above, on the date of the cessation of the relevant reference rate (or component thereof) or the discontinuation of the reference rate (or component thereof), as the case may be, (ii) in the case of paragraph (d) above, on
the date of prohibition of use of the reference rate (or component thereof) and (iii) in the case of paragraph (e) above, on the date with effect from which the reference rate (or component thereof) will no longer be (or will be deemed by
the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the public statement, and, in each case, not the date of the relevant public statement.
“euro-zone” means, at any time, the region comprised of the member states of the European Economic and Monetary Union that, as of
that time, have adopted a single currency in accordance with the Treaty on European Union of February 1992.
“Independent Financial
Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets, in each case appointed by the Company.
“Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable):
•
the European Union, the central bank, reserve bank, monetary authority or similar institution for the currency to
which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
•
any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator
of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
“Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent
Financial Adviser (with the Company’s agreement) determines is a successor to or replacement of the relevant reference rate which is formally recommended by any Relevant Nominating Body.
Determination of Federal Funds Rate. If the Base Rate set forth on the face hereof is the Federal Funds Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with reference to the Federal Funds Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest
Rate, if any, set forth on the face hereof.
Unless otherwise specified on the face hereof, “Federal Funds Rate” means
the rate determined by the Calculation Agent, with respect to any Interest Determination Date, in accordance with the following provisions:
(i) If “Federal Funds (Effective) Rate” is the specified Federal Funds Rate on the face hereof, the Federal Funds Rate as
of the applicable Interest Determination Date shall be the rate with respect to such date for United States dollar Federal Funds as published in the daily update of H.15(519) opposite the caption “Federal Funds (Effective),” as
such rate is displayed on Refinitiv on page FEDFUNDS1 (or any other page as may replace such page on such service) (“Refinitiv Page FEDFUNDS1”) under the heading “EFFECT,” or, if such rate is not so published by
3:00 p.m., New York City time, on the Calculation Date, the rate with respect to such Interest Determination Date for United States dollar Federal Funds as published in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption “Federal Funds (Effective).” If such rate does not appear on Refinitiv Page FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic
source by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate with respect to such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of U.S. dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent, prior
to 9:00 a.m., New York City time, on the Business Day following such Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such
Federal Funds Rate Interest Determination Date.
(ii) If “Federal Funds Open Rate” is the specified Federal Funds Rate
on the face hereof, the Federal Funds Rate as of the applicable Interest Determination Date shall be the rate on such date under the heading “Federal Funds” for the relevant Index Maturity and opposite the caption
“Open” as such rate is displayed on Refinitiv on page 5 (or any other page as may replace such page on such service) (“Refinitiv Page 5”), or, if such rate does not appear on Refinitiv Page 5 by 3:00 p.m., New
York City time, on the Calculation Date, the Federal Funds Rate for the Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening
Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If such rate does not appear on Refinitiv Page 5 or is not displayed on FFPREBON Index page on Bloomberg or another recognized electronic source by 3:00 p.m., New York City time, on
the related Calculation Date, then the Federal Funds Rate on such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar
Federal Funds arranged by three leading brokers of United States dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such
Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate Interest Determination Date.
(iii) If “Federal Funds Target Rate” is the specified Federal Funds Rate
on the face hereof, the Federal Funds Rate as of the applicable Interest Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00
p.m., New York City time, on the Calculation Date, the Federal Funds Rate for such Interest Determination Date will be the rate for that day appearing on Refinitiv Page USFFTARGET= (or any other page as may replace such page on such service)
(“Refinitiv Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Refinitiv Page USFFTARGET= by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal
Funds Rate on such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of
United States dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date;
provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate Interest Determination Date.
Determination of Prime Rate. If the Base Rate set forth on the face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the Prime Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth
on the face hereof. Unless otherwise set forth on the face hereof, the “Prime Rate” means, with respect to any Interest Determination Date pertaining thereto, the prime rate or base lending rate on such date as published in
H.15(519) by 3:00 p.m., New York City time, on the Calculation Date for that Interest Determination Date, under the caption “Bank Prime Loan” (or any other heading that is the then applicable heading established to describe such
Index Maturity). If such rate is not yet published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Prime Rate will be the rate on such Interest Determination Date as published in H.15
Daily Update, or such other recognized source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.”
If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the
Calculation Date, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on “USPRIME1” as that bank’s Prime Rate or base
lending rate as of 11:00 a.m., New York City time, on such Interest Determination Date. If at least one rate but fewer than four such rates appear on the USPRIME1 for such Interest Determination Date, the Prime Rate shall be the arithmetic mean of
the Prime Rates or base lending rates quoted (on the basis of the actual number of days in the year divided by 360) as of the close of business on such Interest Determination Date by three major money center banks in New York City selected by the
Calculation Agent. If the banks selected by the Calculation Agent are not quoting as mentioned above, the Prime Rate will remain the Prime Rate then in effect on the Interest Determination Date.
“USPRIME1” means the display on the Refinitiv 3000 Xtra Service (or any
successor service) on the “USPRIME1 Page” (or such other page as may replace the USPRIME1 Page on such service) for the purpose of displaying Prime Rates or base lending rates of major U.S. banks.
Determination of SOFR. Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date (each as defined
below in this “—Determination of SOFR” section), if the Base Rate set forth on the face hereof is SOFR, this Security will bear interest for each Interest Reset Period at the interest rate calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as may be published at such time by the SOFR Administrator
(as defined below) or calculable at such time by reference to such published rates, in each case as specified in the applicable pricing supplement, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum
Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof.
SOFR Notes will be Compounded SOFR Notes or Compounded
SOFR Index notes, as described below, unless otherwise specified on the face hereof.
Unless the face hereof specifies otherwise, the
interest rate applicable for each interest period will be the rate determined by the Calculation Agent, with respect to any Interest Determination Date relating to a floating rate note or fixed rate/floating rate note for which the interest rate is
determined with reference to SOFR (a “SOFR Interest Determination Date”) at a Base Rate equal to compounded daily SOFR (“Compounded SOFR”), calculated as described below or by any other method of calculation specified on the
face hereof.
The amount of interest accrued and payable on SOFR Notes for each interest period will be equal to the product of
(i) the outstanding principal amount of SOFR Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the relevant interest period multiplied by (b) the quotient of the
actual number of calendar days in such interest period (or other applicable period) divided by 360.
Promptly upon such determination, the
Calculation Agent will notify the Company of the floating interest rate for the relevant interest period. Any calculation or determination by the Calculation Agent with respect to the floating interest rate will be made in the Calculation
Agent’s sole discretion and will be conclusive and binding absent manifest error.
The SOFR Interest Determination Date for
Compounded SOFR Notes and Compounded SOFR Index Notes means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant
interest period, as specified on the face hereof. Unless the face hereof specifies otherwise, the SOFR Interest Determination Date for each interest period will be two U.S. Government Securities Business Days preceding the applicable Interest
Payment Date (or Maturity Date, Redemption Date, or Repayment Date).
Notwithstanding the foregoing paragraphs, if the Company or its designee (which may be an
affiliate of the Company), after consulting with the Company, determines on or prior to the relevant SOFR Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then
the provisions set forth below under the heading “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date,” which are referred to as the “benchmark transition provisions” herein, will thereafter
apply to all determinations of the rate of interest payable on the SOFR Notes. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest
that will be payable for each interest period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus or minus the spread specified on the face hereof.
Compounded SOFR Notes
If
the face hereof specifies the calculation method for any SOFR Note as being “Compounded SOFR,” then “Compounded SOFR,” with respect to any interest period, means the rate of return of a daily compounded interest investment
calculated in accordance with the following formula:
where:
“d0”, for any observation period, means the number of U.S.
Government Securities Business Days in the relevant observation period;
“i” means a series of whole numbers from one
to d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in the
relevant observation period;
“SOFRi”, for any U.S.
Government Securities Business Day “i” in the relevant observation period, is equal to SOFR in respect of that day “i”;
“ni”, for any U.S. Government Securities Business Day
“i” in the relevant observation period, is the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business
Day (“i+1”);
“d” means the number of calendar days in the relevant observation period;
“observation period” means, in respect of each interest period, the period from, and including, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify on the face hereof) preceding the first date in such interest period to, but excluding, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify on the face hereof) preceding the Interest Payment Date for such interest period (or, in the case of the final interest
period, the Maturity Date or earlier Redemption Date or Repayment Date);
“SOFR” means, with respect to any U.S. Government Securities Business Day:
(1) the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on the immediately following U.S. Government Securities Business Day (the “SOFR Determination Time”); or
(2) if the rate specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement
Date (as each such term is defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have occurred, the Secured Overnight Financing Rate as published in respect of the first preceding U.S.
Government Securities Business Day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website; or
(3) If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Benchmark Replacement, subject to the
provisions described, and as defined, below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date.”
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing
Rate);
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source. The foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not part of this document and is not incorporated herein by reference;
and
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities
Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Compounded SOFR Index Notes
If the face
hereof specifies the calculation method for any SOFR Note as being “Compounded Index Rate,” then “Compounded SOFR,” with respect to any interest period, means the rate computed in accordance with the following formula:
where:
“SOFR IndexStart” is the SOFR Index value for the day which
is two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified on the face hereof, preceding the first date of the relevant interest period;
“SOFR IndexEnd” is the SOFR Index value for the day which is
two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified on the face hereof, preceding the Interest Payment Date relating to the relevant interest period; and
“dc” is
the number of calendar days from (and including) SOFR IndexStart to (but excluding) SOFR IndexEnd.
“SOFR Index” means, with respect to any U.S. Government Securities Business Day:
(1)
the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:
(2)
if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time,
then:
(i)
if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below under
“—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “—SOFR Index Unavailable”
provisions below; or
(ii)
if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR,
then Compounded SOFR shall be the rate determined pursuant to the “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date” provisions below.
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
SOFR Index Unavailable
If a SOFR
IndexStart or SOFR IndexEnd is not published on the associated SOFR Interest Determination Date and a Benchmark
Transition Event and its related Benchmark Replacement Date (each as defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, “Compounded
SOFR” means, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such
formula, published on the SOFR Administrator’s Website at www.newyorkfed.org/markets/reference-rates/additional-information-about-reference-rates. For the purposes of this provision, references in the SOFR Averages compounding formula and
related definitions to “calculation period” shall be replaced with “observation period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day “i” in the
observation period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was
published on the SOFR Administrator’s Website.
Effect of Benchmark Transition Event and Related Benchmark Replacement Date
Benchmark Replacement. If the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to the then-current Benchmark for the SOFR Notes, the applicable Benchmark Replacement will
replace the then-current Benchmark for the SOFR Notes for all purposes relating to the SOFR Notes in respect of all determinations on such date and for all determinations on all subsequent dates.
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations. Any determination, decision or election that may be made by the Company or its designee (which may be an
affiliate of the Company) pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an
event, circumstance or date and any decision to take or refrain from taking any action or any selection: (a) will be conclusive and binding absent manifest error; (b) if made by the Company, will be made in our sole discretion; (c) if
made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and (d) notwithstanding anything to the contrary
herein, the Indenture or the SOFR Notes, shall become effective without consent from the holders of the SOFR Notes or any other party.
The Calculation Agent shall have no liability for not making any determination, decision or election pursuant to the benchmark transition
provisions. The Company may designate an entity (which entity may be a Calculation Agent and/or its affiliate) to make any determination, decision or election that the Company has the right to make in connection with the benchmark transition
provisions set forth herein or in the applicable pricing supplement.
Certain Defined Terms. As used in this
“—Determination of SOFR” section with respect to any Benchmark Transition Event and implementation of the applicable Benchmark Replacement and Benchmark Replacement Conforming Changes:
“Benchmark” means, initially, the Specified SOFR; provided that if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to such Specified SOFR or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first
alternative set forth in the order below that can be determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, producing a commercially reasonable result as of the Benchmark Replacement
Date:
(1)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;
(2)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
(3)
the sum of: (a) the alternate rate of interest that has been selected by the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, as of the Benchmark Replacement Date:
(1)
the spread adjustment (which may be a positive or negative value or zero), or method for calculating or
determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body or determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with
the method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement;
(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA
Fallback Adjustment;
(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, after giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Interest Period,” the manner, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors (including changes to the definition of
“Corresponding Tenor” solely when such tenor is longer than the interest period) and other administrative matters) that the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company, the Calculation Agent or the
Company’s designee (which may be an affiliate of the Company), after consulting with the Company, decides that implementation of any portion of such market practice is not administratively feasible or if the Company or its designee (which may
be an affiliate of the Company), after consulting with the Company, determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee (which may be an affiliate of the Company), after
consulting with the Company, determines is appropriate).
“Benchmark Replacement Date” means the earliest to occur of the following events
with respect to the then-current Benchmark:
(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise
to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current
Benchmark (including the daily published component used in the calculation thereof):
(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such
component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide the Benchmark (or such component);
(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark
(or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the
Benchmark (or such component); or
(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark announcing that the Benchmark is no longer representative.
“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor
(including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
“ISDA Definitions” means the 2021 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for
derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR calculated
by reference to daily SOFR, the SOFR Determination Time, and (2) if the Benchmark is Compounded SOFR calculated by reference to SOFR Index, the SOFR Index Determination Time, and (3) if the Benchmark is not Compounded SOFR calculated by
reference to SOFR or SOFR Index, the time determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the SOFR Administrator on the
SOFR Administrator’s Website.
“Specified SOFR” means the Compounded SOFR, as described above, or another Base Rate
calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as
specified on the face hereof of the SOFR Notes.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding
the Benchmark Replacement Adjustment.
Determination of Treasury Rate. If the Base Rate set forth on the face hereof is the
Treasury Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Treasury Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum
Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Treasury Rate” means, with respect to any Interest Determination Date pertaining thereto, the
rate from the auction of direct obligations of the United States (“Treasury bills”) held on such
Interest Determination Date having the Index Maturity set forth on the face hereof under the caption “INVEST RATE” on the display on Refinitiv on page USAUCTION10 (or any other
page as may replace such page on such service) or page USAUCTION11 (or any other page as may replace such page on such service) by 3:00 p.m., New York City time, on the Calculation Date for such Interest Determination Date. However, if not yet
published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date (unless the calculation is made earlier and the rate is available from that source at that time), the Treasury Rate will be the Bond
Equivalent Yield (as defined below) of the auction rate of such Treasury bills of the kind described above, as announced by the United States Department of the Treasury. If the results of the most recent auction of Treasury bills having the Index
Maturity set forth on the face hereof are not so announced as described above by 3:00 p.m., New York City time, on such Calculation Date, or if no auction is held for the relevant week, then the Treasury Rate will be the Bond Equivalent Yield on
such Interest Determination Date of Treasury bills having the Index Maturity specified on the face hereof as published in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the
caption “U.S. government securities—Treasury bills (secondary market)” (or any successor caption or heading). If such rate is not published in the H.15 Daily Update or another recognized electronic source by 3:00 p.m., New
York City time, on the related Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the Calculation Agent will determine the Treasury Rate to be the Bond Equivalent Yield of
the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers (which may include the Agents or
their affiliates) selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity set forth on the face hereof. However, if fewer than three dealers selected by the Calculation Agent are
quoting as mentioned in the prior sentence, the Treasury Rate for the new Interest Reset Period will be the Treasury Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset Date, the initial
interest rate will remain in effect for the new Interest Reset Period.
“Bond Equivalent Yield” means a yield
(expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable per annum rate for Treasury bills quoted on a bank discount basis and
expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.
Section 4. Redemption. (a) If so specified on the face hereof, the Company may at its option redeem this Security in whole or
from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security (except in the case of a Discount Security)) on or after the
date designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by
the Initial Redemption
Percentage specified on the face hereof, together with accrued interest to the Redemption Date. Such Initial Redemption Percentage, if more than 100% , shall decline at each anniversary of the
Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price is 100% of such amount. The Company may exercise such option by causing the Trustee to, or cause the
Paying Agent to, deliver a notice of such redemption at least five but not more than 60 days prior to the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall
be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities of the series, of which this Security is a part, with differing issue dates, interest rates and stated maturities are to be redeemed, the
Company in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 60 days prior to the relevant redemption date, unless a shorter notice period shall be satisfactory to the
Trustee. If less than all of the Securities with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.
(b) If the face hereof specifies that the Notes include a make-whole redemption option, the Notes will be redeemable at the Company’s
option, in whole or in part, at any time and from time to time, on or after the date that is 180 days from issue date of such Notes (or, if additional tranches of such Notes are issued after the original issue date, beginning 180 days after the
issue date of such additional Notes), and, if the Notes include a first par call date, prior to the first par call date, or, if the Notes do not include a first par call date but include a par call date, prior to the par call date, at a redemption
price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)
(a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to
be redeemed discounted to the Redemption Date (assuming the Notes matured on the Assumed Maturity Date (as defined below)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Redemption Treasury Rate (as defined below) plus the make-whole redemption spread specified on the face hereof less (b) interest accrued on such Notes to, and excluding, the date of
redemption; and
(2)
100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
If the face hereof specifies that the Notes include a first par call date, then, on the first par call date, the Notes will be redeemable at
the Company’s option, in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
If the face hereof specifies that the Notes include a par call date, then, on and after the par call date, the Notes will be redeemable, in
whole or in part, at any time and from time to time, at the Company’s option at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but
excluding, the Redemption Date.
“Assumed Maturity Date” means (a) if the Notes include neither a first par
call date nor a par call date, the Maturity Date of the Notes, (b) if the Notes include a first par call date, the first par call date, or (c) if the Notes do not include a first par call date but include a par call date, the par call
date.
“Redemption Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in
accordance with the following two paragraphs.
The Redemption Treasury Rate shall be determined by the Company after 4:15 p.m., New York
City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Redemption Date based upon the yield or yields for
the most recent day that appear after such time on such day in the H.15 Daily Update under the caption H.15 TCM. In determining the Redemption Treasury Rate, the Company shall select, as applicable:
(1)
the yield for the Treasury constant maturity on the H.15 Daily Update exactly equal to the period from the
applicable Redemption Date to the Assumed Maturity Date (the “Remaining Life”); or
(2)
if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two
yields—one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately shorter than and one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately longer than the Remaining
Life—and shall interpolate to the Assumed Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)
if there is no such Treasury constant maturity on the H.15 Daily Update shorter than or longer than the
Remaining Life, the yield for the single Treasury constant maturity on the H.15 Daily Update closest to the Remaining Life.
For
purposes of this paragraph, the applicable Treasury constant maturity or maturities on the H.15 Daily Update shall be deemed to have a Maturity Date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the applicable Redemption Date.
If on the third Business Day preceding the applicable Redemption Date the H.15 TCM is no longer
included therein, the Company will calculate the Redemption Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such applicable
Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Assumed Maturity Date, as applicable. If there is no United States Treasury security maturing on the Assumed Maturity Date but there are
two or more United States Treasury securities with a
Maturity Date equally distant from the Assumed Maturity Date, one with a Maturity Date preceding the Assumed Maturity Date and one with a Maturity Date following the Assumed Maturity Date, the
Company shall select the United States Treasury security with a Maturity Date preceding the Assumed Maturity Date. If there are two or more United States Treasury securities maturing on the Assumed Maturity Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Redemption Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United
States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
Section 5. Repayment. If so specified on the face hereof, this Security shall be repayable prior to the Stated Maturity at
the option of the Holder on each applicable Repayment Date shown on the face hereof at the Repayment Price shown on the face hereof, together with accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 10 but not more than 60 days prior to a Repayment Date this Security with the form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set forth in Section 308 of the Indenture, any
tender of this Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be
less than the minimum authorized denomination hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities for the remaining principal amount hereof shall be issued in the name of the Holder of this Security.
Section 6. Sinking Fund. Unless otherwise specified on the face hereof, this Security will not be subject to any sinking
fund.
Section 7. Discount Securities. If this Security (such Security being referred to as an “Discount
Security”) (a) has been issued at an Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax rules applicable to original issue discount instruments), than its “stated
redemption price at maturity” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) would be considered an original issue discount security for
United States federal income tax purposes, then the amount payable on this Security in the event of redemption by the Company, repayment at the option of the Holder, or acceleration of the maturity hereof, in lieu of the principal amount due at the
Stated Maturity hereof, shall be the Amortized Face Amount (as defined below) of this Security as of the date of such redemption, repayment or acceleration. The “Amortized Face Amount” of this Security shall be the amount equal to
the sum of (a) the Issue Price (as set forth on the face hereof) plus (b) the portion of the difference between the Issue Price and the principal amount of the Discount Security that has been amortized at the stated yield of the Discount
Security, computed in accordance with the rules set forth in the Code, and applicable Treasury regulations, at the date as of which the Amortized Face Amount is calculated.
Section 8. Modifications and Waivers. 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. Such amendment may be effected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected thereby. The Indenture also contains provisions permitting the
Holders of not less than 66-2/3% in principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the
Indenture. Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all the
Securities of such series and any related coupons certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this
Security and of any Security 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 Security.
Section 9. Ranking; Obligations of the Company Absolute. The Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the Specified Currency herein
prescribed.
Section 10. Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults, Covenant Breaches and Events of Default, upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security, unless otherwise specified on the face hereof.
Section 11. Authorized Denominations.
Unless otherwise provided on the face hereof, this Security is issuable only in registered form without coupons issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. If this Security is
denominated in a Specified Currency other than U.S. dollars or is a Discount Security, this Security shall be issuable in the denominations set forth on the face hereof.
Section 12. Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set
forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of Securities of which this Security is a part, 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 his attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
If the registered owner of this Security is the Depository (such a Security being referred
to herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within 90 days following notice to the Company
or (ii) an Event of Default or Covenant Breach occurs, the Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company may at any time determine not to have Securities represented by this
Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security representing such Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to
physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $2,000 (or
such other denomination as shall be specified by the Company) or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons.
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 Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Section 13. Events of Default. If an Event of Default with respect to the Securities of
the series of which this Security forms a part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security which are defined in the Indenture and are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.
Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the laws of the State of New York.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT
- Custodian
(Cust.)
(Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the within Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Security on the books of the within-named Company, with full power of substitution in the
premises.
Dated
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to 100% of the principal amount thereof, together with interest thereon
accrued to, but excluding, the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received at
least 10 but not more than 60 days prior to the Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day) by the Company at its office or agency, which will be located initially at the office of the Paying
Agent at Deutsche Bank Trust Company Americas, 1 Columbus Circle, New York, New York 10019, Attention: Corporate Trust & Agency Services.
If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $1,000 or an
integral multiple thereof) which is to be repaid: $_______________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral multiple of $1,000; provided that any remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $_____________________.
Dated:
Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.
Exhibit 4.3(c)
THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
CUSIP NO.
[ISIN: ]
[Common Code: ]
REGISTERED PRINCIPAL AMOUNT $
No. FX-RST -
KEYCORP
FORM OF
SENIOR MEDIUM-TERM NOTE, SERIES U
(FIXED RATE RESET)
Due from 9
Months or More from Date of Issue
If the registered owner of this Security (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its
agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
If
the registered owner of this Security (as indicated below) is [_______________] (“[______]”) or a nominee of [___________], this Security is a Global Security and the following legend applies:
Unless this certificate is presented by an authorized representative of [____________________] (the “Depository”) to the issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [____________________] or in such other name as is requested by an authorized representative of the Depository (and any payment is made to
[____________________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, [____________________], has an interest herein.
Thereafter the following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a
whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.
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.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
MINIMUM DENOMINATIONS:
☐ $2,000
☐ Other:
SPECIFIED CURRENCY:
United States Dollars:
☐ YES ☐ NO
FOREIGN
CURRENCY:
EXCHANGE RATE AGENT:
PAYING AGENT:
PLACE OF PAYMENT:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED
CURRENCY OTHER THAN
U.S. DOLLARS: ☐ YES ☐ NO
INITIAL INTEREST RATE:
RESET DATE(S):
RESET REFERENCE RATE:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
COMPUTATION PERIOD:
INTEREST PAYMENT DATES IF OTHER THAN JUNE 15 AND DECEMBER 15:
REGULAR RECORD DATES:
OPTIONAL
REDEMPTION: ☐ YES ☐ NO
INITIAL REDEMPTION DATE:
ADDITIONAL REDEMPTION DATES:
DAY COUNT CONVENTION:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
MAKE-WHOLE REDEMPTION OPTION ( %):
☐ YES ☐ NO
FIRST PAR CALL DATE:
PAR CALL DATE:
OPTION TO ELECT REPAYMENT: YES NO
REPAYMENT DATE(S):
REPAYMENT PRICE:
ADDITIONAL AMOUNTS:
DEFEASANCE: ☐ YES
☐ NO
COVENANT DEFEASANCE: ☐ YES ☐ NO
OPTIONAL INTEREST RATE RESET:
☐ YES ☐ NO
OPTIONAL INTEREST RATE RESET DATES:
OPTIONAL EXTENSION OF MATURITY:
☐ YES ☐ NO
LENGTH OF EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
TOTAL AMOUNT OF OID (for
Discount Securities only):
ORIGINAL YIELD TO MATURITY (for Discount Securities only):
INITIAL ACCRUAL PERIOD OID (for Discount Securities only):
SINKING FUND:
OTHER/DIFFERENT PROVISIONS:
KEYCORP, an Ohio corporation (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [________] or registered assigns, the principal sum of [__________________ DOLLARS ($ )] on the Stated Maturity shown
above (except to the extent redeemed, repaid, renewed or extended prior to the Stated Maturity) and to pay interest on such principal sum at the Interest Rate shown above from the Original Issue Date shown above or from the most recent Interest
Payment Date to which interest, if any, has been paid or duly provided for, semi-annually on June 15 and December 15 of each year, commencing on [________] (unless other Interest Payment Dates are shown on the face hereof and except as
provided in the next succeeding paragraph) (each, an “Interest Payment Date”) until the principal hereof is paid or made available for payment and on the Stated Maturity, any Redemption Date or Repayment Date (such terms are
together hereinafter referred to as the “Maturity Date” with respect to the principal repayable on such date); provided, however, that any payment of principal, premium, if any, or interest, if any, to be made on any
Interest Payment Date or on the Maturity Date that is not a Business Day (as defined below) shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the Maturity Date, as the case
may be, and no additional interest will accrue from and after the Maturity Date or Interest Payment Date as a result of such delayed payment.
For purposes of this Security, unless otherwise specified on the face hereof, “Business Day” means as follows: (i) for
notes denominated in a specified currency other than U.S. dollars or the euro, the term Business Day means any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or
obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the principal financial center of the country of the relevant specified currency (if other than New York City);
(ii) for notes denominated in the euro or with a base rate of EURIBOR, the term Business Day means any day that is not a Saturday or Sunday and that is not a day that banking institutions in London are generally authorized or obligated by law or
executive order to close and is also a T2 Business Day; and (iii) in all other circumstances, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law
or executive order to close.
“Principal Financial Center” means (i) the capital city of the country issuing the
Specified Currency, or (ii) the capital city of the country to which the designated currency relates, as applicable, except, in the case of (i) or (ii) above, that with respect to United States dollars, Australian dollars, Canadian
dollars, euro, New Zealand dollars, South African rand and Swiss francs, the “Principal Financial Center” shall be New York City and (solely in the case of the Specified Currency) Sydney, Toronto, Brussels, Wellington, Johannesburg and
Zurich, respectively.
“T2 Business Day” means a day on which the Trans-European Automated Real Time Gross Settlement
Express Transfer payment system (which utilizes a single shared platform and which was launched on November 19, 2007) (or any successor or replacement for that system) is open for the settlement of payment in the euro.
Any interest hereon is accrued from, and including, the immediately preceding Interest
Payment Date in respect of which interest, if any, has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid) to, but excluding, the succeeding Interest Payment Date or the Maturity Date, as the
case may be. The interest, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (referred to on the reverse hereof), be paid to the person (the “Holder”) in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Interest Payment Date or as otherwise specified above (each, a
“Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest Payment Date relating to such Regular Record Date, interest, if any, for the period
beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the Holder hereof on such next succeeding Regular Record Date; and
provided further that interest, if any, payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for (“Defaulted
Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a
special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given to the Holder of this Security 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.
Unless otherwise specified above, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect
hereof into U.S. dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all payments in such Specified Currency by delivery of a written request to
the corporate trust office of the Paying Agent in New York City, on or prior to the applicable Regular Record Date or at least 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing, mailed or hand delivered, or by
facsimile or other electronic transmission. Unless otherwise specified above, the Holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest payments and need not file a separate election
for each 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 at least 15 days prior to the
Stated Maturity, as the case may be. Notwithstanding the foregoing, if the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls, because it is no longer used
by the government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s
control, then, until such Specified Currency is again available or used, the Holder hereof may not so elect to receive payments in the Specified Currency and any such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, other than as a result
of the European Monetary Union, such as by an official redenomination of any such Specified Currency that is a composite currency, the obligations of the Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is
itself officially redenominated.
Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof; provided, however, that, if the Holder hereof is the Holder of U.S.$1,000,000 (or the equivalent) or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or different terms and provisions), such interest payments may be made by wire transfer of immediately available funds, but only if appropriate instructions have been received in
writing by the Paying Agent on or prior to the applicable Regular Record Date. Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be paid in immediately available funds
upon surrender of this Security at the corporate trust office of the Paying Agent maintained for that purpose in New York City, New York (or at such other location as may be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as otherwise provided above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are
made.
Unless otherwise specified on the face hereof, interest on this Security, if any, will be computed and paid on the basis of a 360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Authorized Signatory
[REVERSE OF NOTE]
KEYCORP
SENIOR MEDIUM-TERM NOTE,
SERIES U
Section 1. General. This Security is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company, issued and to be issued in one or more series under and pursuant to a senior indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental
Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as of May 23, 2022, copies of which are available from the Company or the Trustee. This Security is one of the series designated on the face hereof that is
unlimited in aggregate principal amount.
Section 2. Interest. This Security will bear interest initially at a fixed interest
rate for a specified portion of the applicable term and then reset such fixed interest rate to a fixed rate determined by reference to a “Reset Reference Rate” at one or more specified intervals for the remainder of such term as
determined in accordance with the terms and provisions set forth on the face hereof and below under “—Determination of Interest Rates for Fixed Rate Reset Notes” and “—Determination of Reset Reference Rates.”
Unless otherwise specified on the face hereof, terms and provisions of this Security will apply, to the extent applicable, as set forth below.
This Security will bear interest from, and including, its Original Issue Date to, but excluding, the first “Reset Date” specified
on the face hereof, at the rate per annum specified to be the “Initial Interest Rate” on the face hereof. The interest rate on this Security will reset on the applicable first Reset Date and on any applicable subsequent Reset Date(s)
specified on the face hereof, all in accordance with the terms and provisions set forth under “—Determination of Interest Rates for Fixed Rate Reset Notes.” The interest rate to which this Security resets on the first Reset Date
and any applicable subsequent Reset Date(s) will be a fixed rate determined by reference to the Reset Reference Rate adjusted by the applicable Spread, if any, and/or Spread Multiplier, if any, each as specified on the face hereof. Unless otherwise
specified on the face hereof, the Reset Reference Rate will be the U.S. Treasury Rate as determined in accordance with the terms and provisions set forth under “—Determination of Reset Reference Rates—U.S. Treasury Rate.”
This Security also may have either or both of the following limitations on the interest rate, as specified on the face hereof:
•
a maximum interest rate limitation, or ceiling, on the rate of interest that may accrue during any interest or
other applicable period; and
•
a minimum interest rate limitation, or floor, on the rate of interest that may accrue during any interest or
other applicable period.
Accrual of Interest and Interest Payment Dates
Unless otherwise specified on the face hereof, interest on this Security will be paid quarterly, semi-annually, or annually, as applicable, in
arrears, on the days set forth on the face hereof (each such day being an “Interest Payment Date”) and at the Maturity Date or earlier Redemption Date or Repayment Date, as applicable. Each interest payment due on an Interest Payment
Date, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable, will include interest accrued from, and including, the most recent Interest Payment Date to which interest has been paid, or, if no interest has been paid, from the
Original Issue Date, to, but excluding, the next Interest Payment Date, the Maturity Date or earlier Redemption Date or Repayment Date, as the case may be (each such period, an “interest period”). The amount of accrued interest on this
Security for an interest period is calculated by multiplying the principal amount of this Security by an accrued interest factor. This accrued interest factor will be determined by multiplying the per annum fixed interest rate by a factor resulting
from the day count convention that applies with respect to such determination. The interest rate applicable with respect to any interest period for this Security will be the rate per annum determined in accordance with the applicable terms and
provisions set forth below under “—Determination of Interest Rates for Fixed Rate Reset Notes” and “—Determination of Reset Reference Rates.”
If no day count convention is specified on the face hereof, the accrued interest factor for this Security for which the Reset Reference Rate
is specified on the face hereof to be the U.S. Treasury Rate, the factor will be computed on the basis of a 360-day year consisting of twelve 30-day months.
The Company will pay installments of interest on this Security beginning on the first Interest Payment Date after its issue date to Holders of
record on the corresponding Regular Record Date. Unless the Company otherwise specifies on the face hereof, the Regular Record Date for this Security will be on the 15th day (whether or not a Business Day) next preceding the Interest Payment Date.
If the Maturity Date or a Redemption Date, Repayment Date or Interest Payment Date for this Security is not a Business Day, then the
Company will pay the principal, premium, if any, and interest for this Security payable on such date on the next Business Day, and no interest or other payment will accrue as a result of such delay.
Determination of Interest Rates for Fixed Rate Reset Notes
This Security will bear interest:
(1)
from, and including, the Original Issue Date to, but excluding, the first Reset Date (such period, the
“initial fixed rate period”) at a rate per annum equal to the Initial Interest Rate;
(2)
from, and including, the first Reset Date to, but excluding, the first subsequent Reset Date specified on the
face hereof or, if no subsequent Reset Dates are specified on the face hereof, the Maturity Date or earlier Redemption Date or Repayment Date, as the case may be, at a rate per annum equal to the first reset interest rate; and
(3)
for each applicable subsequent reset period thereafter (if any), at a rate per annum equal to the applicable
subsequent reset interest rate,
payable, in each case, in arrears on each applicable Interest Payment Date, the Maturity Date or
earlier Redemption Date or Repayment Date, as the case may be. For the avoidance of doubt, the applicable interest rate specified in the preceding sentence will apply for each interest period falling within the initial fixed rate period and any
reset period, as applicable.
In addition, for the avoidance of doubt, the “Reset Dates,” including the first Reset Date and
any subsequent Reset Date(s), if any, for this Security will be specified on the face hereof.
The interest rate applicable during each
reset period will be determined by the calculation agent on each applicable reset determination date.
For purposes of the foregoing terms
and provisions, the following terms have the meanings set forth below:
“first reset interest rate” means, in respect of the
first reset period, a per annum interest rate equal to (a) the relevant Reset Reference Rate determined as of the relevant reset determination date adjusted by (b) the Spread and/or Spread Multiplier, if any, specified on the face hereof
for such first reset interest rate.
“first reset period” means the period from, and including, the first Reset Date to, but
excluding, the first subsequent Reset Date or, if no subsequent Reset Dates are specified on the face hereof, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable.
“reset determination date” means, unless otherwise specified on the face hereof: (a) with respect to any Security for which
the Reset Reference Rate is the U.S. Treasury Rate, the third Business Day (or such other number of Business Days as the Company may specify on the face hereof) preceding the applicable Reset Date and (b) with respect to any Security for which
the Reset Reference Rate is a rate determined by reference to another rate, as specified on the face hereof.
“reset period”
means the first reset period or a subsequent reset period, as applicable.
“Reset Reference Rate” means (a) the U.S.
Treasury Rate determined in accordance with the terms and provisions set forth under “—Determination of Reset Reference Rates—U.S. Treasury Rate” or (b) another rate, as specified on the face hereof and determined in
accordance with the terms and provisions set forth herein.
“subsequent reset interest rate” means, in respect of any
subsequent reset period, a per annum interest rate equal to (a) the relevant Reset Reference Rate determined as of the relevant reset determination date adjusted by (b) the Spread and/or Spread Multiplier, if any, specified on the face
hereof for such subsequent reset interest rate.
“subsequent reset period” means the period from, and including, the first
subsequent Reset Date to, but excluding, the next subsequent Reset Date or, if no additional subsequent Reset Dates are specified on the face hereof, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable, and each successive
period from, and including, to, but excluding, the next subsequent Reset Date or Maturity Date or earlier Redemption Date or Repayment Date, as applicable.
Determination of Reset Reference Rates
U.S. Treasury Rate
For
any reset period commencing on or after the first Reset Date, the “U.S. Treasury Rate” will be determined by the calculation agent on each reset determination date in the following manner:
(1)
the average of the yields on actively traded U.S. treasury securities adjusted to constant maturities, for the
maturity equal to the duration of such reset period, for the five Business Days (or such other number of Business Days as the Company may specify on the face hereof) immediately preceding the applicable reset determination date and appearing (or, if
fewer than five Business Days (or such other number of Business Days as the Company may specify on the face hereof) so appear on the applicable reset determination date, for such number of Business Days appearing) in the most recently published H.15
Daily Update under the caption H.15 TCM; or
(2)
if there are no such published yields on actively traded U.S. treasury securities adjusted to constant
maturities, for such maturity, then the “U.S. Treasury Rate” will be determined by interpolation on a straight-line basis (using the actual number of days) between the average of the yields on actively traded U.S. treasury nominal/non-inflation-indexed securities adjusted to constant maturities for two series of actively traded U.S. treasury nominal/non-inflation-indexed securities, (A) one
maturing as close as possible to, but earlier than, the Reset Date following the next succeeding reset determination date (or, if there is no such Reset Date, the Maturity Date) and (B) the other maturing as close as possible to, but later
than, such Reset Date or Maturity Date, as applicable, in each case for the five Business Days (or such other number of Business Days as the Company may specify on the face hereof) preceding the applicable reset determination date and appearing (or,
if fewer than five Business Days (or such other number of Business Days as the Company may specify on the face hereof) so appear on the applicable reset determination date, for such number of Business Days appearing) in the most recently published
H.15 Daily Update as of 5:00 p.m., New York City time, on the applicable reset determination date.
In each case, the
U.S. Treasury Rate will be rounded, if necessary, to the nearest one thousandth of a percentage point, with 0.0005% rounded up to 0.001%.
Notwithstanding the foregoing, if the Company or the Company’s designee, after
consulting with the Company, determines that the then-current Reset Reference Rate (which, as of the Original Issue Date for this Security, will be the U.S. Treasury Rate for the specified maturity set forth on the face hereof) cannot be determined
in the manner applicable for such Reset Reference Rate (which, as of the Original Issue Date of such Fixed Rate Reset Notes, will be pursuant to the methods described in clauses (1) or (2) above) on the applicable reset determination date
(such determination, a “rate substitution event”), the Company or the Company’s designee, after consulting with the Company, may determine whether there is an industry-accepted successor rate to the then-current Reset Reference
Rate (such industry-accepted successor rate, the “replacement rate”). If the Company or the Company’s designee, after consulting with the Company, determines that there is such a replacement rate, then such replacement rate will
replace the U.S. Treasury Rate (or the then-current Reset Reference Rate) for all purposes relating to this Security in respect of such determination on such reset determination date and all determinations on all subsequent reset determination
dates. In addition, if a replacement rate is utilized as described in the preceding sentence, the Company or the Company’s designee, after consulting with the Company, may adopt or make changes to (1) any Interest Payment Date, reset
determination date, Reset Date, other relevant date, business day convention, interest period or reset period, (2) the manner, timing and frequency of determining rates and amounts of interest that are payable on this Security and the
conventions relating to such determination, (3) the timing and frequency of making payments of interest, (4) rounding conventions, (5) specified maturities, and (6) any other terms or provisions of this Security (including any
spread or adjustment factor needed to make such replacement rate comparable to the then-current Reset Reference Rate (which, as of the Original Issue Date for this Security, will be the U.S. Treasury Rate for the specified maturity)), in each case
that the Company or the Company’s designee, after consulting with the Company, determines, from time to time, to be appropriate to reflect the determination and implementation of such replacement rate in a manner substantially consistent with
market practice (or, if the Company, the calculation agent or the Company’s designee, after consulting with the Company, determines that implementation of any portion of such market practice is not administratively feasible or if the Company
or the Company’s designee, after consulting with the Company, determines that no market practice for use of such replacement rate exists, in such other manner as the Company or the Company’s designee, after consulting with the Company,
determines is appropriate) (such changes, the “U.S. Treasury Rate adjustments”). If the Company or the Company’s designee, after consulting with the Company, determines that there is no such replacement rate, then the interest rate
for the applicable reset period will be: (a) if the first reset interest rate is to be determined, the Initial Interest Rate or (b) if a subsequent reset interest rate is to be determined, the interest rate that was applicable for the
preceding reset period.
Any determination, decision or selection that may be made by the Company or the Company’s designee, after
consulting with the Company, pursuant to the provisions of this Security (including provisions relating to a rate substitution event and any U.S. Treasury Rate adjustments, or of the occurrence or
non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or make or refrain from making any selection) will be made in the Company’s or such
designee’s sole discretion, will be conclusive and binding absent manifest error and, notwithstanding anything to the contrary in the Indenture or any officers’ certificate delivered pursuant to the Indenture, shall become effective
without consent from the Holders of the Security or any other party.
Section 3. Payments. If the Specified Currency is other than U.S. dollars and
the Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the
“Exchange Rate Agent”) based on the highest bid quotation in New York City at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three of such bid
quotations are not available, payments will be made in the Specified Currency.
Except as set forth below, if the Specified Currency is
other than U.S. dollars and the Specified Currency is not available due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of
transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such currency is again available or used, the Company will be entitled to make payments
in U.S. dollars on the basis of the noon buying rate in New York City for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the
“Market Exchange Rate”) as computed by the Exchange Rate Agent for such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange Rate is then not available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated on the face hereof. 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, Covenant Breach or Default under the Indenture.
All determinations referred to above made by the Exchange Rate Agent shall be at
its sole discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security.
All currency exchange costs will be borne by the Holder of this Security through deductions from payments otherwise due to such Holder.
References herein to “U.S. dollars” or “U.S. $” or “$” are to the currency of the
United States of America.
Section 4. Redemption. (a) If so specified on the face hereof, the Company may at its option
redeem this Security in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security (except in the case of a
Discount Security)) on or after the date designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as
is provided for below) multiplied by the Initial Redemption Percentage specified on the face hereof, together with accrued interest to the Redemption Date. Such Initial Redemption Percentage, if more than 100%, shall decline at each anniversary of
the
Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price is 100% of such amount. The Company may exercise
such option by causing the Trustee to, or cause the Paying Agent to, deliver a notice of such redemption at least five but not more than 60 days prior to the Redemption Date. In the event of redemption of this Security in part only, a new Security
or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities of the series, of which this Security is a part, with differing issue dates, interest
rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 60 days prior to the relevant redemption date, unless a
shorter notice shall be satisfactory to the Trustee. If less than all of the Securities with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall
deem fair and appropriate.
(b) If the face hereof specifies that the Notes include a make-whole redemption option, the Notes will be
redeemable at the Company’s option, in whole or in part, at any time and from time to time, on or after the date that is 180 days from issue date of such Notes (or, if additional tranches of such Notes are issued after the original issue date,
beginning 180 days after the issue date of such additional Notes), and, if the Notes include a first par call date, prior to the first par call date, or, if the Notes do not include a first par call date but include a par call date, prior to the par
call date, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)
(a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to
be redeemed discounted to the Redemption Date (assuming the Notes matured on the Assumed Maturity Date (as defined below)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Redemption Treasury Rate (as defined below) plus the make-whole redemption spread specified on the face hereof less (b) interest accrued on such Notes to, and excluding, the date of
redemption; and
(2)
100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
If the face hereof specifies that the Notes include a first par call date, then, on the first par call date, the Notes will be redeemable at
the Company’s option, in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
If the face hereof specifies that the Notes include a par call date, then, on and after the par call date, the Notes will be redeemable, in
whole or in part, at any time and from time to time, at the Company’s option at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but
excluding, the Redemption Date.
“Assumed Maturity Date” means (a) if the Notes include neither a first par
call date nor a par call date, the Maturity Date of the Notes, (b) if the Notes include a first par call date, the first par call date, or (c) if the Notes do not include a first par call date but include a par call date, the par call
date.
“Redemption Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in
accordance with the following two paragraphs.
The Redemption Treasury Rate shall be determined by the Company after 4:15 p.m., New York
City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Redemption Date based upon the yield or yields for
the most recent day that appear after such time on such day in the H.15 Daily Update under the caption H.15 TCM. In determining the Redemption Treasury Rate, the Company shall select, as applicable:
(1)
the yield for the Treasury constant maturity on the H.15 Daily Update exactly equal to the period from the
applicable Redemption Date to the Assumed Maturity Date (the “Remaining Life”); or
(2)
if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two
yields—one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately shorter than and one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately longer than the Remaining
Life—and shall interpolate to the Assumed Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)
if there is no such Treasury constant maturity on the H.15 Daily Update shorter than or longer than the
Remaining Life, the yield for the single Treasury constant maturity on the H.15 Daily Update closest to the Remaining Life.
For
purposes of this paragraph, the applicable Treasury constant maturity or maturities on the H.15 Daily Update shall be deemed to have a Maturity Date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the applicable Redemption Date.
If on the third Business Day preceding the applicable Redemption Date the H.15 TCM is no longer
included therein, the Company will calculate the Redemption Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such applicable
Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Assumed Maturity Date, as applicable. If there is no United States Treasury security maturing on the Assumed Maturity Date but there are
two or more United States Treasury securities with a Maturity Date equally distant from the Assumed Maturity Date, one with a Maturity Date preceding the Assumed Maturity Date and one with a Maturity Date following the Assumed
Maturity Date, the Company shall select the United States Treasury security with a Maturity Date preceding the Assumed Maturity Date. If there are two or more United States Treasury securities
maturing on the Assumed Maturity Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury
security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Redemption Treasury Rate in accordance with the terms of this
paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such
United States Treasury security, and rounded to three decimal places.
Section 5. Repayment. If so specified on the face
hereof, this Security shall be repayable prior to the Stated Maturity at the option of the Holder on each applicable Repayment Date shown on the face hereof at the Repayment Price shown on the face hereof, together with accrued interest to the
Repayment Date. In order for this Security to be repaid, the Paying Agent must receive at least 10 but not more than 60 days prior to a Repayment Date this Security with the form attached hereto entitled “Option to Elect
Repayment” duly completed. Except as set forth in Section 308 of the Indenture, any tender of this Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part
in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities
for the remaining principal amount hereof shall be issued in the name of the Holder of this Security.
Section 6. Sinking
Fund. Unless otherwise specified on the face hereof, this Security will not be subject to any sinking fund.
Section 7.
Discount Securities. If this Security (such Security being referred to as a “Discount Security”) (a) has been issued at an Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax
rules applicable to original issue discount instruments), than its “stated redemption price at maturity” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) would be considered an original
issue discount security for United States federal income tax purposes, then the amount payable on this Security in the event of redemption by the Company, repayment at the option of the Holder, or acceleration of the maturity hereof, in lieu of the
principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as defined below) of this Security as of the date of such redemption, repayment or acceleration. The “Amortized Face Amount” of this Security
shall be the amount equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus (b) the portion of the difference between the Issue Price and the principal amount of the Discount Security that has been amortized at the
stated yield of the Discount Security, computed in accordance with the rules set forth in the Code, and applicable Treasury regulations, at the date as of which the Amortized Face Amount is calculated.
Section 8. Modifications and Waivers. 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. Such amendment may be effected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected thereby. The Indenture also contains provisions permitting the
Holders of not less than 66-2/3% in principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the
Indenture. Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all the
Securities of such series and any related coupons certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this
Security and of any Security 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 Security.
Section 9. Ranking; Obligations of the Company Absolute. The Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the Specified Currency herein
prescribed.
Section 10. Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults, Covenant Breaches and Events of Default, upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security, unless otherwise specified on the face hereof.
Section 11. Authorized Denominations.
Unless otherwise provided on the face hereof, this Security is issuable only in registered form without coupons issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. If this Security is
denominated in a Specified Currency other than U.S. dollars or is a Discount Security, this Security shall be issuable in the denominations set forth on the face hereof.
Section 12. Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set
forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of Securities of which this Security is a part, 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 his attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
If
the registered owner of this Security is the Depository (such a Security being referred to herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to the Company or (ii) an Event of Default or Covenant Breach occurs, the Company will issue Securities in certificated form in exchange for this Global Security. In
addition, the Company may at any time determine not to have Securities represented by this Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security representing such Security. In
any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of
Securities equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of
$2,000 (or such other denomination as shall be specified by the Company) or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons.
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 Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Section 13. Events of Default. If an Event of Default with respect to the Securities of
the series of which this Security forms a part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security which are defined in the Indenture and are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.
Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the laws of the State of New York.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - _____________________Custodian_________________
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
(State)
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the within
Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises.
Dated _________________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to 100% of the principal amount thereof, together with interest thereon
accrued to, but excluding, the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received at
least 10 but not more than 60 days prior to the Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day) by the Company at its office or agency, which will be located initially at the office of the Paying
Agent at Deutsche Bank Trust Company Americas, 1 Columbus Circle, New York, New York 10019, Attention: Corporate Trust & Agency Services.
If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $1,000 or an
integral multiple thereof) which is to be repaid: $_______________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral multiple of $1,000; provided that any remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $_____________________.
Dated:_______________
Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.
Exhibit 4.3(d)
THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
CUSIP NO.
[ISIN: ]
[Common Code: ]
REGISTERED PRINCIPAL AMOUNT $
No. FX-FL -
KEYCORP
FORM OF
SENIOR MEDIUM-TERM NOTE, SERIES U
(FIXED RATE/FLOATING RATE)
Due
from 9 Months or More from Date of Issue
If the registered owner of this Security (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its
agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
If
the registered owner of this Security (as indicated below) is [______________] (“[_____]”) or a nominee of [________], this Security is a Global Security and the following legend applies:
Unless this certificate is presented by an authorized representative of [______________] (the “Depository”) to the issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [______________] or in such other name as is requested by an authorized representative of the Depository (and any payment is made to
[______________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
[______________], has an interest herein.
Thereafter the following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a
whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.
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.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
FIXED RATE PERIOD:
FLOATING RATE PERIOD:
INTEREST RATE:
FIXED INTEREST RATE:
FLOATING INTEREST RATE:
BASE RATE DURING THE FLOATING RATE
PERIOD:
SPREAD (PLUS OR MINUS) (DURING FLOATING RATE PERIOD):
SPREAD MULTIPLIER (DURING FLOATING RATE PERIOD):
CALCULATION
AGENT:
CALCULATION DATE:
SINKING FUND:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST DETERMINATION DATE (DURING FLOATING RATE PERIOD):
INTEREST RESET PERIOD (DURING THE FLOATING RATE PERIOD):
INTEREST RESET DATES (DURING THE FLOATING RATE PERIOD):
INTEREST PERIOD:
FIXED RATE INTEREST PAYMENT DATES:
FLOATING RATE INTEREST PAYMENT DATES:
REGULAR RECORD DATES:
PAYING AGENT:
PLACE OF PAYMENT:
DAY COUNT CONVENTION:
BUSINESS DAY CONVENTION:
OPTION TO ELECT REPAYMENT: YES NO
REPAYMENT
DATE(S):
REPAYMENT PRICE:
OPTIONAL REDEMPTION: ☐ YES ☐ NO
INITIAL REDEMPTION
DATE:
ADDITIONAL REDEMPTION DATES:
INITIAL REDEMPTION
PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
MAKE-WHOLE REDEMPTION OPTION ( %):
☐ YES
☐ NO
FIRST PAR CALL DATE:
PAR CALL DATE:
MINIMUM DENOMINATIONS:
☐ $2,000
☐ Other:
SPECIFIED CURRENCY:
United States Dollars:
☐ YES ☐ NO
FOREIGN CURRENCY:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN U.S. DOLLARS:
☐ YES ☐ NO
EXCHANGE RATE AGENT:
ADDITIONAL AMOUNTS:
DEFEASANCE: ☐ YES ☐ NO
COVENANT DEFEASANCE: ☐ YES ☐ NO
OPTIONAL INTEREST
RATE RESET:
☐ YES ☐ NO
OPTIONAL INTEREST RATE
RESET DATES:
TOTAL AMOUNT OF OID (for Discount Securities only):
INITIAL ACCRUAL PERIOD OID (for Discount Securities only):
ORIGINAL YIELD TO MATURITY (for Discount Securities only):
OTHER/DIFFERENT PROVISIONS:
KEYCORP, an Ohio corporation (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [_________], or registered assigns, the principal sum of [________________Dollars ($)] on the Stated Maturity shown
above (except to the extent redeemed, repaid or renewed prior to the Stated Maturity) and to pay interest on such principal amount from the Original Issue Date shown above at the applicable Interest Rates during the Fixed Rate Period and the
Floating Rate Period shown above as determined in accordance with the provisions set forth on the reverse side hereof relating to the applicable Base Rate specified, until the principal hereof is paid or duly made available for payment. The Company
will pay interest on each Interest Payment Date specified above, commencing with the first Interest Payment Date (except as provided below) next succeeding the Original Issue Date, and on the Stated Maturity, any Redemption Date or Repayment Date
(such terms together are hereinafter referred to as a “Maturity Date” with respect to the principal repayable on such date); provided, however, that (i) with respect to the Fixed Rate Period, any payment of
principal, premium, if any, or interest, if any, to be made on any Interest Payment Date or Maturity Date that is not a Business Day shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment
Date or Maturity Date, as the case may be, and no additional interest will accrue from and after such Interest Payment Date or Maturity Date as a result of such delayed payment, and (ii) with respect to the Floating Rate Period, (a) any
payment of principal, premium, if any, or interest, if any, to be made on any Interest Payment Date (but not the Maturity Date) that is not a Business Day (as defined below) shall be made on the next succeeding Business Day (except that in the case
of interest payments on an Interest Payment Date and if the Base Rate specified above is SOFR, CORRA or EURIBOR, and such day falls in the next succeeding calendar month, such payment will be made on the immediately preceding Business Day) as
described on the reverse hereof, and (b) if the Maturity Date is not a Business Day, principal, premium, if any, or interest, if any, shall be paid on the next succeeding Business Day, and no interest will accrue from and after the Maturity
Date.
For purposes of this Security, unless otherwise specified on the face hereof, “Business Day” means as follows:
(i) for SOFR Notes, the term Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its
members be closed for the entire day for purposes of trading in U.S. government securities; (ii) for notes denominated in a specified currency other than U.S. dollars or the euro, the term Business Day means any day that is not a Saturday or
Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the
principal financial center of the country of the relevant specified currency (if other than New York City); (iii) for notes denominated in the euro or with a Base Rate of EURIBOR, the term Business Day means any day that is not a Saturday or Sunday
and that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close and is also a T2 Business Day; and (iv) in all other circumstances, any day that is not a Saturday or
Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close.
“Principal Financial Center” means (i) the capital city of the country issuing the Specified Currency or (ii) the
capital city of the country to which the designated currency, if applicable, relates, except, in each case, that with respect to United States dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South African rand and Swiss
francs, the “Principal Financial Center” shall be New York City and (solely in the case of the Specified Currency), Sydney, Toronto, Brussels, Wellington, Johannesburg and Zurich, respectively.
“T2 Business Day” means a day on which the Trans-European Automated Real
Time Gross Settlement Express Transfer payment system (which utilizes a single shared platform and which was launched on November 19, 2007) (or any successor or replacement for that system) is open for the settlement of payment in the euro.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture
(referred to on the reverse hereof), be paid to the person (the “Holder”) in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the 15th day (whether or not a Business Day)
immediately preceding such Interest Payment Date or as otherwise specified above (a “Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest for the period beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record
Date to the Holder on such next succeeding Regular Record Date; and provided further that interest payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually
paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given
to the Holder of this Security 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.
Unless otherwise specified, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency unless
the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect hereof into U.S.
dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all payments in such Specified Currency by delivery of a written request to the corporate
trust office of the Paying Agent in New York City, on or prior to the applicable Regular Record Date or at least 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing, mailed or hand delivered, or by facsimile or
other electronic transmission. Unless otherwise specified above, the Holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest payments and need not file a separate election for each
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 at least 15 days prior to the Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls, because it is no longer used by the
government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control,
then, until such Specified Currency is again available or used, the Holder hereof may not so elect to receive payments in the Specified Currency and any such outstanding election shall be automatically suspended, until the Company determines that
the Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, other than as a result
of the European Monetary Union, such as by an official redenomination of any such Specified Currency that is a composite currency, the obligations of the Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is
itself officially redenominated.
Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof; provided, however, that, if the Holder hereof is the Holder of U.S.$1,000,000 (or the equivalent) or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or different terms and provisions), such interest payments may be made by wire transfer of immediately available funds, but only if appropriate instructions have been received in
writing by the Paying Agent on or prior to the applicable Regular Record Date. Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be paid in immediately available funds
upon surrender of this Security at the corporate trust office of the Paying Agent maintained for that purpose in New York City, New York (or at such other location as may be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as otherwise provided above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are
made.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By:
Authorized Signatory
[REVERSE OF NOTE]
KEYCORP
SENIOR MEDIUM-TERM NOTE,
SERIES U
Section 1. General. This Security is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company, issued and to be issued in one or more series under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental
Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as of May 23, 2022, copies of which are available from the Company or the Trustee. This Security is one of the series designated on the face hereof, which is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the
“Exchange Rate Agent”) based on the highest bid quotation in New York City at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three of such bid
quotations are not available, payments will be made in the Specified Currency.
Except as set forth below, if the Specified Currency is
other than U.S. dollars and the Specified Currency is not available due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of
transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such currency is again available or used, the Company will be entitled to make payments
in U.S. dollars on the basis of the noon buying rate in New York City for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the
“Market Exchange Rate”) as computed by the Exchange Rate Agent for such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange Rate is then not available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated on the face hereof. 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, Covenant Breach or Default under the Indenture.
All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security.
All
currency exchange costs will be borne by the Holder of this Security through deductions from payments otherwise due to such Holder.
Section 3. Interest Rate Calculations. Unless otherwise set forth on the face hereof, the following provisions of this
Section 3 shall apply to, and only to, the calculation of interest on this Security for the Floating Rate Period. The interest rate hereon for each Interest Reset Period (as defined below) will be determined by reference to the Base Rate set
forth on the face hereof, as adjusted by the Spread, the Spread Multiplier or other formula, if any, set forth on the face hereof.
As set
forth on the face hereof, this Security may also have either or both of the following: (i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period (“Maximum Interest Rate”);
and (ii) a minimum limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period (“Minimum Interest Rate”). In addition to any Maximum Interest Rate that may be set forth on the face hereof,
the interest rate on this Security 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.
The rate of interest hereon will be reset daily, weekly, monthly, quarterly, semiannually or annually or on some other basis (each, an
“Interest Reset Period”) as specified in the applicable pricing supplement. The “Interest Reset Date” is the first day of each Interest Reset Period and will be, if this Security resets (i) daily, each
Business Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set forth on the face hereof is the Treasury Rate); weekly and if the Base Rate set forth on the face hereof is the Treasury Rate, the Tuesday of each week (except if
the auction date falls on a Tuesday, then the next Business Day, as provided below); (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year;
(v) semiannually, the third Wednesday of each of the two months which are six months apart as set forth in the applicable pricing supplement; and (vi) annually, the third Wednesday of one month of each year set forth in the applicable
pricing supplement. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be the next succeeding Business Day, except that, if the Base Rate set forth on the face hereof is SOFR, CORRA or
EURIBOR, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.
The “Interest Determination Date” is the date as of which the new interest rate is determined for a particular Interest
Reset Date, based on the applicable interest rate basis or formula as of that Interest Determination Date. The Interest Determination Date pertaining to an Interest Reset Date for this Security (unless the Base Rate set forth on the face hereof is
SOFR, CORRA, EURIBOR, or Treasury Rate) will be the second Business Day immediately preceding
such Interest Reset Date. If the Base Rate set forth on the face hereof is EURIBOR, the Interest Determination Date pertaining to an Interest Reset Date for this Security will be the second T2
Business Day immediately preceding such Interest Reset Date. If the Base Rate set forth on the face hereof is SOFR, the Interest Determination Date pertaining to an Interest Reset Date for this Security will be as set forth below in the
“—Determination of SOFR” section and as set forth on the face hereof. If the Base Rate set forth on the face hereof is the Treasury Rate, the Interest Determination Date pertaining to an Interest Reset Date for this Security will
be the day of the week in which such Interest Reset Date falls on which Treasury bills of the same index maturity are auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the
auction is usually held on the following Tuesday, except that such auction may be held on the preceding Friday. If an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset
Date occurring in the next week. If an auction falls on any Interest Reset Date, then the Interest Reset Date will instead be the first Business Day immediately following the auction sale. If the Base Rate set forth on the face hereof is the CORRA,
the Interest Determination Date shall be the Interest Reset Date (the “CORRA Interest Determination Date”).
Unless
otherwise set forth on the face hereof, the “Calculation Date,” where applicable, pertaining to an Interest Determination Date is the earlier of (i) the 10th calendar day after such Interest Determination Date, or if any 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 the Stated Maturity, as the case may be.
The Company will appoint and enter into an agreement with an agent (a “Calculation Agent”) to calculate the rate of
interest on the Securities of this series which bear interest at a floating rate. Unless otherwise set forth on the face hereof, KeyBank National Association will be the Calculation Agent. At the request of the Holder hereof, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next succeeding Interest Reset Date.
Notwithstanding any of the foregoing, the interest rate thereon shall not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, shown on the face hereof. In addition, the interest rate hereon shall 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.
Interest will be payable on, unless specifically set forth on the face hereof, (i) for notes with interest payable monthly, the third
Wednesday of each month; (ii) for notes with interest payable quarterly, the third Wednesday of March, June, September and December of each year; (iii) for notes with interest payable semiannually, the third Wednesday of each of the two
months set forth on the face hereof; and (iv) for notes with interest payable annually, the third Wednesday of the month set forth on the face hereof (each, an “Interest Payment Date”), and in each case, on the Maturity Date
or at redemption or repurchase.
The interest payable hereon on each Interest Payment Date and on the Maturity Date shall be
the amount of interest accrued from and including the Original Issue Date or the last Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to, but excluding, the next succeeding Interest Payment Date or the
Maturity Date, as the case may be. If the Stated Maturity falls on a day which is not a Business Day, the payment of principal, premium, if any, and interest with respect to the Stated Maturity will be paid on the next succeeding Business Day with
the same force and effect as if made on the Stated Maturity, and no interest shall accrue or be paid on the amount so payable as a result of such delayed payment. If an Interest Payment Date other than the Stated Maturity falls on a day that is not
a Business Day, such Interest Payment Date will be postponed to the next day that is a Business Day and interest will accrue for the period of such postponement (except if the Base Rate specified above is SOFR, CORRA or EURIBOR, and such day falls
in the next succeeding calendar month, such Interest Payment Date will be advanced to the immediately preceding Business Day), it being understood that, to the extent this sentence is inconsistent with Section 112 of the Indenture, the
provisions of this sentence shall apply in lieu of such Section.
Accrued interest will be calculated by multiplying the principal amount
hereof by an accrued interest factor. The accrued interest factor will be computed by adding the interest factor calculated for each day in the interest period or from the date from which accrued interest is being calculated. The interest factor for
each such day is computed by dividing the interest rate in effect on that day (1) by 360 (unless the Base Rate set forth on the face hereof is the Treasury Rate, CORRA or CMT Rate), (2) by the actual number of days in the year, if the Base Rate
set forth on the face hereof is the Treasury Rate or CMT Rate, or (3) by 365 if the Base Rate set forth on the face hereof is CORRA. The interest rate applicable to any day that is an Interest Reset Date is the interest rate as determined, in
accordance with the procedures hereinafter set forth, with respect to the Interest Determination Date pertaining to such Interest Reset Date. The interest rate applicable to any other day is the interest rate for the immediately preceding Interest
Reset Date (or, if none, the Initial Interest Rate, as set forth on the face hereof).
All percentages used in or resulting from any
calculation with respect hereto will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 7.123455% (or
0.07123455) being rounded to 7.12346% (or 0.0712346) and 7.123454% (or 0.07123454) being rounded to 7.12345% (or 0.0712345)). All currency amounts used in or resulting from such calculation will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded upward).
Subject to applicable provisions of law and except as specified herein, with respect to each Interest Determination Date, the rate of interest
shall be the rate determined by the Calculation Agent in accordance with the provisions of the applicable heading below.
Determination
of CORRA. If the Base Rate set forth on the face hereof is CORRA, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Canadian Overnight Repo Rate Average, commonly referred to as
CORRA, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, the interest rate for each relevant interest
period will be determined by the Calculation Agent on each Interest Determination Date relating to a floating rate note for which the interest rate is determined with reference to CORRA (a “CORRA Interest Determination Date”), at a Base
Rate equal to compounded daily CORRA (“compounded CORRA”), calculated as described below or by any other method of calculation specified on the face hereof. The CORRA Interest Determination Date for a CORRA Note means the day that is the
number of Toronto banking days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant interest period, as specified on the face hereof. Unless the face hereof specifies otherwise, the
CORRA Interest Determination Date for each interest period will be two Toronto banking days preceding the applicable Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date).
The amount of interest accrued and payable on the CORRA Notes for each interest period will be calculated by the Calculation Agent and will be
equal to the product of (i) the outstanding principal amount of the CORRA Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the relevant interest period multiplied by
(b) the quotient of the actual number of calendar days in such interest period divided by 365.
The Calculation Agent will determine
compounded CORRA for each applicable interest period in accordance with the formula below, and with respect to the observation period relating to such interest period. Compounded CORRA, the interest rate and accrued interest for each interest period
will be determined by the Calculation Agent in arrears for each applicable interest period as soon as reasonably practicable on or after the last day of the applicable observation period related to such interest period and prior to the relevant
interest payment date. The Calculation Agent will notify the Company of compounded CORRA and such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the
Business Day immediately prior to the interest payment date.
Compounded CORRA Notes with Observation Shift
“Compounded CORRA” means, for any observation period, the rate of return of a daily compounded interest investment calculated in
accordance with the following formula, with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.00000005 being rounded upwards:
where:
“d” for any observation period, means the number of calendar days in the relevant observation period;
“d0” for any observation period, is the number of Toronto
banking days in the relevant observation period;
“i” means a series of whole numbers from one to d0, each representing the relevant Toronto banking day in chronological order from, and including, the first Toronto banking day in the relevant observation period;
“ni” for
any Toronto banking day “i” in the relevant observation period, means the number of calendar days from, and including, such Toronto banking day “i” to, but excluding, the following Toronto banking day (which is
“i” + 1);
“CORRAi” means, in respect
of any Toronto banking day “i” in the relevant observation period, a reference rate equal to the daily Canada Overnight Repo Rate Average for such Toronto banking day, as published by the Bank of Canada, as the administrator of
CORRA (or any successor administrator of CORRA), on the website of the Bank of Canada or any successor website, or such other source or page as is specified on the face hereof or, if the Bank of Canada’s website or such other source or page as
is specified on the face hereof, as applicable, is unavailable, as otherwise published by such authorized distributors (in each case, at approximately 11:00 a.m., Toronto time (or such other time as is specified on the face hereof)), on the
immediately following Toronto banking day, which is Toronto banking day “i”+ 1;
“observation period”
means, in respect of each observation period, the period from, and including, the date that is two Toronto banking days (or such other number of Toronto banking days as the Company may specify on the face hereof) preceding the first date in such
interest period to, but excluding, the date that is two Toronto banking days (or such other number of Toronto banking days as the Company may specify on the face hereof) preceding the interest payment date for such interest period (or, in the case
of the final interest period, the Maturity Date or earlier Redemption Date or Repayment Date); and
“Toronto banking day”
means a day on which Schedule I banks under the Bank Act (Canada) are open for business in the city of Toronto, Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar for CORRA or
an Applicable Fallback Rate as may be adopted by the administrator of CORRA from time to time).
If neither the administrator nor
authorized distributors provide or publish CORRA and an Index Cessation Effective Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last
provided or published CORRA.
Notwithstanding the foregoing, upon the occurrence of an Index Cessation Event, the terms and provisions set
forth under “—Effect of an Index Cessation Event — CORRA” will apply to the CORRA Notes.
Effect of an Index
Cessation Event — CORRA
Upon the occurrence of an Index Cessation Event and related Index Cessation Effective Date,
the interest rate for a CORRA Interest Determination Date that occurs on or after such Index Cessation Effective Date will be the CAD Recommended Rate determined in accordance with (i) and (ii) below, to which the Calculation Agent will
apply the most recently published spread and make such adjustments as are necessary to account for any difference in the term, structure or tenor of the CAD Recommended Rate in comparison to CORRA, in each case that the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, determines, from time to time, and notifies to the Calculation Agent, are consistent with accepted market practice or applicable regulatory or legislative action or
guidance for the use of such Applicable Fallback Rate for debt obligations comparable to the CORRA Notes in such circumstances:
(i)
Index Cessation Effective Date with respect to CORRA. If there is a CAD Recommended Rate before the end
of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA but neither the administrator nor authorized distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date with
respect to the CAD Recommended Rate has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD
Recommended Rate.
(ii)
No CAD Recommended Rate or Index Cessation Effective Date with respect to CAD Recommended Rate. If there
is no CAD Recommended Rate before the end of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA, or there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with
respect to such CAD Recommended Rate, then the Base Rate for a CORRA Interest Determination Date that occurs on or after such applicable Index Cessation Effective Date will be the BOC Target Rate (as defined below). If neither the administrator nor
authorized distributors provide or publish the BOC Target Rate and an Index Cessation Effective Date with respect to the BOC Target Rate has not occurred, then, in respect of any day for which the BOC Target Rate is required, references to the BOC
Target Rate will be deemed to be references to the last provided or published BOC Target Rate.
Applicable Fallback
Rate Conforming Changes. Notwithstanding the foregoing, in connection with the implementation of an Applicable Fallback Rate, the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, may make
such adjustments to the Applicable Fallback Rate or the spread thereon, if any, as well as the business day convention, the calendar day count convention, interest determination dates, interest reset dates and related provisions and definitions
(including observation dates for reference rates), in each case that are consistent with accepted market practice for the use of the Applicable Fallback Rate for debt obligations such as the CORRA Notes in such circumstances.
Any determination, decision or election that may be made by the Company or the Calculation Agent, as applicable, in relation to the Applicable
Fallback Rate, including any determination with respect to an adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection: (i) will be conclusive and binding, absent manifest error; (ii) if made by the Company, will be made in the Company’s sole discretion, or, as applicable, if made by the Calculation Agent will be made after consultation
with the Company and the Calculation Agent will not make any such determination, decision or election to which the Company objects and will have no liability for not making any such determination, decision or election; and (iii) shall
become effective without consent from the holders of the CORRA Notes or any other party.
Definitions. As used in the foregoing
terms and provisions relating to the determination of CORRA:
“Applicable Fallback Rate” means the CAD Recommended Rate, or
the BOC Target Rate, as applicable;
“BOC Target Rate” means the Bank of Canada’s target for the overnight rate
as set by the Bank of Canada and published on the Bank of Canada’s website or, if the Bank of Canada does not target a single rate, the mid-point of the target range set by the Bank of Canada and so
published (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards);
“CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a
committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or,
if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;
“Index Cessation Effective Date” means, in respect of an Index Cessation Event, the first date on which CORRA or the Applicable
Fallback Rate, as applicable, is no longer provided. If CORRA or the Applicable Fallback Rate, as applicable, ceases to be provided on the same day that it is required to determine the Base Rate for an interest period pursuant to the terms of
an applicable series of CORRA Notes but it was provided at the time at which it is to be observed pursuant to the terms and provisions of such series of CORRA Notes (or, if no such time is specified in the terms and provisions of such series,
at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published; and
“Index Cessation Event” means:
(A)
a public statement or publication of information by or on behalf of the administrator or provider of CORRA or
the Applicable Fallback Rate, as applicable, announcing that it has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable; or
(B)
a public statement or publication of information by the regulatory supervisor for the administrator or provider
of CORRA or the Applicable Fallback Rate, as applicable, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, a resolution authority with
jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator or provider for CORRA or the Applicable Fallback
Rate, as applicable, which states that the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely,
provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable.
Determination of CMT Rate. If the Base Rate set forth on the face hereof is the CMT
Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CMT Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and
Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “CMT Rate” means, with respect to any Interest Determination Date pertaining thereto:
(i) If “Refinitiv Page FRBCMT” is the specified CMT Refinitiv Page on the face hereof, the CMT Rate on the Interest
Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as set forth in the daily statistical release published by
the Federal Reserve Board available through its website at https://www.federalreserve.gov/releases/h15/, or any successor site or publication, and designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation)
(“H.15 Daily Update”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”), as such yield is displayed on Refinitiv (or
any successor service) on page FRBCMT (or any other page as may replace such page on such service) (“Refinitiv Page FRBCMT”) for such Interest Determination Date. The Calculation Agent will follow the following procedures if the
Refinitiv Page FRBCMT CMT Rate cannot be determined as described in the preceding sentence: (a) If such rate does not appear on Refinitiv Page FRBCMT, the CMT Rate on such Interest Determination Date shall be a percentage equal to the yield for
United States Treasury securities having the Index Maturity specified on the face hereof and for such Interest Determination Date as set forth in the H.15 Daily Update under the caption H.15 TCM. (b) If such rate does not appear in the H.15
Daily Update, the CMT Rate on such Interest Determination Date shall be the rate for the period of the Index Maturity specified on the face hereof as may then be published by either the Federal Reserve Board or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate that would otherwise have been published in the H.15 Daily Update. (c) If the Federal Reserve Board or the United States Department of the Treasury does not publish a
yield on United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof for such Interest Determination Date, the CMT Rate on such Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on
such Interest Determination Date of three leading primary United States government securities dealers in New York City (which may include the Agents or their affiliates) (each, a “Reference Dealer”) 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 United
States Treasury securities with an original maturity equal to the Index Maturity specified on the face hereof, a remaining term to maturity no more than one year shorter than such Index Maturity and in a principal amount that is representative for a
single transaction in such securities in such market at such time. (d) If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate
Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be eliminated. (e) If fewer than three prices are provided as
requested, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-
maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such Interest Determination Date of three Reference Dealers 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 United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof, a remaining term to maturity closest to such Index Maturity and in a principal amount that is representative for a
single transaction in such securities in such market at such time. If two such United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof have remaining terms to maturity equally close to
such Index Maturity, the quotes for the United States Treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such Interest Determination
Date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated. If fewer than three such prices are provided as
requested, the CMT Rate determined as of such Interest Determination Date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however, that if there was no preceding Interest Reset Date, the initial interest rate will
remain in effect for the new Interest Reset Period.
(ii) If “Refinitiv Page FEDCMT” is the specified CMT Refinitiv Page
on the face hereof, the CMT Rate on the Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average
yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as set forth in the H.15 Daily Update under the caption H.15 TCM as such yield is displayed on Refinitiv on page
FEDCMT (or any other page as may replace such page on such service) (“Refinitiv Page FEDCMT”) for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such Interest Determination
Date falls. The Calculation Agent will follow the following procedures if the Refinitiv Page FEDCMT CMT Rate cannot be determined as described in the preceding sentence: (a) If such rate does not appear on Refinitiv Page FEDCMT, the CMT Rate on
such Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average yield for United States Treasury
securities at “constant maturity” having the Index Maturity specified on the face hereof for the week or month, as applicable, preceding such Interest Determination Date as set forth in the H.15 Daily Update under the caption H.15 TCM.
(b) If such rates required to compute such average yield do not appear in the H.15 Daily Update, the CMT Rate on such Interest Determination Date shall be the one-week or
one-month, as specified on the face hereof, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as otherwise announced
by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such Interest Determination Date falls. (c) If the Federal Reserve Board does not publish a one-week or one-month, as specified on the face hereof, average yield on United States Treasury securities at “constant maturity” having the Index Maturity
specified on the face hereof for the applicable week or month, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such Interest Determination Date of
three Reference Dealers 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 United States Treasury securities with an original maturity equal to the Index Maturity specified on the face hereof, a remaining term to maturity of no more than one year shorter than
such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. (d) If fewer than five but more than two such prices are provided as requested, the CMT Rate on such
Interest Determination Date shall be the rate on the Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be
eliminated. (e) If fewer than three prices are provided as requested, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a
yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such Interest Determination Date
of three Reference Dealers 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 United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof, a remaining term to maturity closest to such Index Maturity and in a principal
amount that is representative for a single transaction in such securities in such market at such time. If two such United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof have
remaining terms to maturity equally close to such Index Maturity, the quotes for the United States Treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested,
the CMT Rate on such CMT Rate interest determination date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated. If
fewer than three such prices are provided as requested, the CMT Rate determined as of such Interest Determination Date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset
Date, the initial interest rate will remain in effect for the new Interest Reset Period.
Determination of Commercial Paper Rate.
If the Base Rate set forth on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate, plus or minus any Spread, and/or
multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Commercial Paper Rate” means, with
respect to any Interest Determination Date pertaining thereto, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity set forth on the face hereof, as such rate shall be
published in H.15(519) prior to 3:00 p.m., New York City time, on the Calculation Date under the caption “Commercial Paper—Nonfinancial.” If the above rate is not published in H.15(519) by 3:00 p.m., New York City time, on
the Calculation Date, the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity set forth on the face hereof as published in H.15 Daily Update, or such
other recognized electronic source used for the purpose of displaying such rate. If by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily
Update or another
recognized electronic source, the Commercial Paper Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 a.m., New York City time, on such Interest Determination Date of three leading dealers in U.S. dollar commercial paper in New York City selected by the Calculation Agent for commercial paper having the Index Maturity
set forth on the face hereof placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized securities rating organization. However, if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting offered rates as mentioned in the previous sentence, the Commercial Paper Rate will remain the Commercial Paper Rate then in effect on such Interest Determination Date.
“Money Market Yield” shall be a yield (expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable annual 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 the interest is being calculated.
Determination of EURIBOR. If the Base Rate set forth on the face hereof is EURIBOR, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to EURIBOR, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face
hereof. With respect to Securities indexed to EURIBOR, unless otherwise set forth on the face hereof, the Calculation Agent will determine EURIBOR on each EURIBOR Interest Determination Date, which is the second T2 Business Day prior to the Interest
Reset Date for each Interest Reset Period.
Unless otherwise specified on the face hereof, EURIBOR means, with respect to any Interest
Determination Date, a Base Rate equal to the interest rate for deposits in euro designated as “EURIBOR” as sponsored, calculated and published by EMMI having the index maturity specified on the face hereof, as that rate appears on
Refinitiv Page EURIBOR01 (or any other page as may replace such page on such service) (“Refinitiv Page EURIBOR01”) as of 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date.
Unless otherwise specified on the face hereof, the following procedures will be followed if EURIBOR cannot be determined as described above:
(I) If the rate described above does not appear on Refinitiv Page EURIBOR01, EURIBOR will be determined on the basis of the rates, at
approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of four major banks
in that market selected by the Calculation Agent, after consultation with the Company: euro deposits having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in a representative amount. The Calculation Agent will
request that the principal euro-zone office of each of these banks provide a quotation of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of those quotations.
(II) If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR
Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 a.m., Brussels time on that EURIBOR Interest Determination Date, by three major banks in
the euro-zone selected by the Calculation Agent: loans of euro having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in an amount that is representative of a single transaction in euro in that market at the time.
(III) If fewer than three banks selected by the Calculation Agent are quoting as described above, EURIBOR for the new interest period will
be EURIBOR in effect for the prior interest period. If the initial Base Rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period.
Notwithstanding, and at any time during the application of, the foregoing procedures, if the Company or its designee determines that a
Benchmark Event has occurred in relation to any Notes that reference EURIBOR, then, pursuant to the provisions described under “Benchmark Discontinuation—Reference Rate Replacement—EURIBOR,” the Company will use reasonable
efforts to appoint an Independent Financial Adviser for the determination (with the Company’s agreement) of, amongst other items, a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree
that there is no Successor Rate, an Alternative Benchmark Rate (as defined below) and, in each case, an Adjustment Spread (as defined below) and the provisions described under “Benchmark Discontinuation—Reference Rate
Replacement—EURIBOR” shall, in such circumstances, apply to the EURIBOR Notes.
Benchmark
Discontinuation—Reference Rate Replacement—EURIBOR
Notwithstanding the foregoing, if the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, determines that a Benchmark Event (as defined below) has occurred when any interest rate (or the relevant component part thereof) remains to be determined by reference to
EURIBOR, then the following provisions shall apply:
•
the Company will use reasonable efforts to appoint an Independent Financial Adviser (as defined below) for the
determination (with the Company’s agreement) of a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree that there is no Successor Rate, an alternative rate (the “Alternative
Benchmark Rate”) and, in either case, an alternative screen page or source (the “Alternative Relevant Screen Page”) and an Adjustment Spread (as defined below) (if applicable) no later than three Business Days prior to the relevant
Interest Determination Date relating to the next succeeding interest period (the “IA Determination Cut-off Date”) for purposes of determining the interest rate applicable to the Notes for all
future interest periods;
•
the Alternative Benchmark Rate will be such rate as the Company and the Independent Financial Adviser agree has
replaced the relevant reference rate in customary market usage for the purposes of determining the applicable interest rate or, if the Company and the Independent Financial Adviser agree that there is no such rate, such other rate as the Company and
the Independent Financial Adviser agree is most comparable to the relevant reference rate, and the Alternative Relevant Screen Page shall be such page of an information service as displays the Alternative Benchmark Rate;
•
if the Company is unable to appoint an Independent Financial Adviser, or if the Company and the Independent
Financial Adviser cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the IA Determination Cut-off Date in accordance with the
clause immediately above, then the Company may determine which (if any) rate has replaced the relevant reference rate in customary market usage for purposes of determining the applicable interest rate or, if the Company determines that there is no
such rate, which (if any) rate is most comparable to the relevant reference rate, and the Alternative Benchmark Rate will be the rate so determined by the Company, and the Alternative Relevant Screen Page will be such page of an information service
as displays the Alternative Benchmark Rate; provided, however, that if this clause applies and the Company is unable or unwilling to determine an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the Interest Determination
Date relating to the next succeeding interest period in accordance with this clause, the reference rate applicable to such interest period will be determined pursuant to the interest rate provisions for Notes referencing EURIBOR as applicable and as
outlined above under the captions “EURIBOR Notes”;
•
if a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page is determined in
accordance with the preceding provisions, such Successor Rate or such Alternative Benchmark Rate and such Alternative Relevant Screen Page will be the benchmark and the Relevant Screen Page in relation to the Notes for all future interest periods;
•
if the Company determines, together with the Independent Financial Adviser, that (A) an Adjustment Spread is
required to be applied to the Successor Rate or the Alternative Benchmark Rate and (B) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread will be applied to the Successor Rate or the
Alternative Benchmark Rate for each subsequent determination of a relevant interest rate and Interest Amount(s) (or a component part thereof) by reference to such Successor Rate or such Alternative Benchmark Rate;
•
if a Successor Rate or an Alternative Benchmark Rate and/or Adjustment Spread is determined in accordance with
the above provisions, the Company may also specify additional changes applicable to the Notes, and the method for determining the fallback rate in relation to the Notes, to follow market practice in relation to the Successor Rate or the Alternative
Benchmark Rate and/or the Adjustment Spread, which changes shall apply to the Notes for all future interest periods; and
•
the Company will promptly, following the determination of any Successor Rate or any Alternative Benchmark Rate
and any Alternative Relevant Screen Page and any Adjustment Spread (if any), give notice thereof and of any changes pursuant to the clause immediately above to the Calculation Agent, the fiscal and paying agent and the holders of the Notes.
“Adjustment Spread” means either a spread (which may be positive or negative) or
a formula or methodology for calculating a spread, which the Company determines should be applied to the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), as a result of the replacement of the relevant reference
rate with the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), and is the spread, formula or methodology which:
•
in the case of a Successor Rate, is recommended or formally provided as an option for parties to adopt, in
relation to the replacement of the reference rate with the Successor Rate by any Relevant Nominating Body; or
•
in the case of a Successor Rate for which no such recommendation has been made, or option provided, or in the
case of an Alternative Benchmark Rate, the spread, formula or methodology which the Company determines to be appropriate to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
the case may be) to holders as a result of the replacement of the reference rate with the Successor Rate or the Alternative Benchmark Rate (as applicable).
“Benchmark Event” means:
(a) the relevant reference rate (or component thereof) has ceased to be published on the Relevant Screen Page as a result of such benchmark (or
component thereof) ceasing to be calculated or administered; or
(b) a public statement by the administrator of the relevant reference rate
(or component thereof) that it will cease publishing such reference rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of such reference rate) (or component thereof);
or
(c) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof) that such reference
rate (or component thereof) has been or will be permanently or indefinitely discontinued; or
(d) a public statement by the supervisor of
the administrator of the relevant reference rate (or component thereof) that means that such reference rate (or component thereof) will be prohibited from being used or that its use will be subject to restrictions or adverse consequences; or
(e) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof) that, in the view of such
supervisor, such reference rate (or component thereof) is no longer representative of an underlying market; or
(f) it has or will become
unlawful for the Calculation Agent or the Company to calculate any payments due to be made to any holder using the relevant reference rate (or component thereof) (including, without limitation, under the Benchmarks Regulation (EU) 2016/1011, if
applicable),
provided that the Benchmark Event shall be deemed to occur only (i) in the case of paragraphs
(b) and (c) above, on the date of the cessation of the relevant reference rate (or component thereof) or the discontinuation of the reference rate (or component thereof), as the case may be, (ii) in the case of paragraph (d) above, on
the date of prohibition of use of the reference rate (or component thereof) and (iii) in the case of paragraph (e) above, on the date with effect from which the reference rate (or component thereof) will no longer be (or will be deemed by
the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the public statement, and, in each case, not the date of the relevant public statement.
“euro-zone” means, at any time, the region comprised of the member states of the European Economic and Monetary Union that, as of
that time, have adopted a single currency in accordance with the Treaty on European Union of February 1992.
“Independent Financial
Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets, in each case appointed by the Company.
“Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable):
•
the European Union, the central bank, reserve bank, monetary authority or similar institution for the currency to
which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
•
any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator
of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
“Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent
Financial Adviser (with the Company’s agreement) determines is a successor to or replacement of the relevant reference rate which is formally recommended by any Relevant Nominating Body.
Determination of Federal Funds Rate. If the Base Rate set forth on the face hereof is the Federal Funds Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with reference to the Federal Funds Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest
Rate, if any, set forth on the face hereof.
Unless otherwise specified on the face hereof, “Federal Funds Rate” means
the rate determined by the Calculation Agent, with respect to any Interest Determination Date, in accordance with the following provisions:
(i) If “Federal Funds (Effective) Rate” is the specified Federal Funds Rate on the face hereof, the Federal Funds Rate as of
the applicable Interest Determination Date shall be the rate with respect to such date for United States dollar Federal Funds as published in H.15(519) opposite the caption “Federal Funds (Effective),” as such rate is displayed on
Refinitiv on page FEDFUNDS1 (or any other page as may replace such page on such service) (“Refinitiv Page FEDFUNDS1”) under the heading “EFFECT,” or, if such rate is not so published by 3:00 p.m., New York City
time, on the Calculation Date, the rate with respect to such Interest Determination Date for United States dollar Federal Funds as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such
rate, under the caption “Federal Funds (Effective).” If such rate does not appear on Refinitiv Page FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York
City time, on the related Calculation Date, then the Federal Funds Rate with respect to such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar Federal Funds arranged by three leading brokers of U.S. dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent, prior to 9:00 a.m., New York City
time, on the Business Day following such Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of
such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate Interest
Determination Date.
(ii) If “Federal Funds Open Rate” is the specified Federal Funds Rate on the face hereof, the
Federal Funds Rate as of the applicable Interest Determination Date shall be the rate on such date under the heading “Federal Funds” for the relevant Index Maturity and opposite the caption “Open” as such rate
is displayed on Refinitiv on page 5 (or any other page as may replace such page on such service) (“Refinitiv Page 5”), or, if such rate does not appear on Refinitiv Page 5 by 3:00 p.m., New York City time, on the Calculation Date,
the Federal Funds Rate for the Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a
successor) on Bloomberg. If such rate does not appear on Refinitiv Page 5 or is not displayed on FFPREBON Index page on Bloomberg or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the
Federal Funds Rate on such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading
brokers of United States dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Interest Determination Date;
provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate Interest Determination Date.
(iii) If “Federal Funds Target Rate” is the specified Federal Funds Rate
on the face hereof, the Federal Funds Rate as of the applicable Interest Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00
p.m., New York City time, on the Calculation Date, the Federal Funds Rate for such Interest Determination Date will be the rate for that day appearing on Refinitiv Page USFFTARGET= (or any other page as may replace such page on such service)
(“Refinitiv Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Refinitiv Page USFFTARGET= by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal
Funds Rate on such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of
United States dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date;
provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate Interest Determination Date.
Determination of Prime Rate. If the Base Rate set forth on the face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the Prime Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth
on the face hereof. Unless otherwise set forth on the face hereof, the “Prime Rate” means, with respect to any Interest Determination Date pertaining thereto, the prime rate or base lending rate on such date as published in
H.15(519) by 3:00 p.m., New York City time, on the Calculation Date for that Interest Determination Date, under the caption “Bank Prime Loan” (or any other heading that is the then applicable heading established to describe such
Index Maturity). If such rate is not yet published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Prime Rate will be the rate on such Interest Determination Date as published in H.15
Daily Update, or such other recognized source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.”
If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the
Calculation Date, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on “USPRIME1” as that bank’s Prime Rate or base
lending rate as of 11:00 a.m., New York City time, on such Interest Determination Date. If at least one rate but fewer than four such rates appear on the USPRIME1 for such Interest Determination Date, the Prime Rate shall be the arithmetic mean of
the Prime Rates or base lending rates quoted (on the basis of the actual number of days in the year divided by 360) as of the close of business on such Interest Determination Date by three major money center banks in New York City selected by the
Calculation Agent. If the banks selected by the Calculation Agent are not quoting as mentioned above, the Prime Rate will remain the Prime Rate then in effect on the Interest Determination Date.
“USPRIME1” means the display on the Refinitiv 3000 Xtra Service (or any
successor service) on the “USPRIME1 Page” (or such other page as may replace the USPRIME1 Page on such service) for the purpose of displaying Prime Rates or base lending rates of major U.S. banks.
Determination of SOFR. Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date (each as defined
below in this “—Determination of SOFR” section), if the Base Rate set forth on the face hereof is SOFR, this Security will bear interest for each Interest Reset Period at the interest rate calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as may be published at such time by the SOFR Administrator
(as defined below) or calculable at such time by reference to such published rates, in each case as specified in the applicable pricing supplement, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum
Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof.
SOFR Notes will be Compounded SOFR Notes or Compounded
SOFR Index notes, as described below, unless otherwise specified on the face hereof.
Unless the face hereof specifies otherwise, the
interest rate applicable for each interest period will be the rate determined by the Calculation Agent, with respect to any Interest Determination Date relating to a floating rate note or fixed rate/floating rate note for which the interest rate is
determined with reference to SOFR (a “SOFR Interest Determination Date”) at a Base Rate equal to compounded daily SOFR (“Compounded SOFR”), calculated as described below or by any other method of calculation specified on the
face hereof.
The amount of interest accrued and payable on SOFR Notes for each interest period will be equal to the product of
(i) the outstanding principal amount of SOFR Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the relevant interest period multiplied by (b) the quotient of the
actual number of calendar days in such interest period (or other applicable period) divided by 360.
Promptly upon such determination, the
Calculation Agent will notify the Company of the floating interest rate for the relevant interest period. Any calculation or determination by the Calculation Agent with respect to the floating interest rate will be made in the Calculation
Agent’s sole discretion and will be conclusive and binding absent manifest error.
The SOFR Interest Determination Date for
Compounded SOFR Notes and Compounded SOFR Index Notes means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant
interest period, as specified on the face hereof. Unless the face hereof specifies otherwise, the SOFR Interest Determination Date for each interest period will be two U.S. Government Securities Business Days preceding the applicable Interest
Payment Date (or Maturity Date, Redemption Date, or Repayment Date).
Notwithstanding the foregoing paragraphs, if the Company or its designee (which may be an
affiliate of the Company), after consulting with the Company, determines on or prior to the relevant SOFR Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then
the provisions set forth below under the heading “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date,” which are referred to as the “benchmark transition provisions” herein, will thereafter
apply to all determinations of the rate of interest payable on the SOFR Notes. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest
that will be payable for each interest period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus or minus the spread specified on the face hereof.
Compounded SOFR Notes
If
the face hereof specifies the calculation method for any SOFR Note as being “Compounded SOFR,” then “Compounded SOFR,” with respect to any interest period, means the rate of return of a daily compounded interest investment
calculated in accordance with the following formula:
where:
“d0”, for any observation period, means the number of U.S.
Government Securities Business Days in the relevant observation period;
“i” means a series of whole numbers from one
to d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in the
relevant observation period;
“SOFRi”, for any U.S.
Government Securities Business Day “i” in the relevant observation period, is equal to SOFR in respect of that day “i”;
“ni”, for any U.S. Government Securities Business Day
“i” in the relevant observation period, is the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business
Day (“i+1”);
“d” means the number of calendar days in the relevant observation period;
“observation period” means, in respect of each interest period, the period from, and including, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify on the face hereof) preceding the first date in such interest period to, but excluding, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify on the face hereof) preceding the Interest Payment Date for such interest period (or, in the case of the final interest
period, the Maturity Date or earlier Redemption Date or Repayment Date);
“SOFR” means, with respect to any U.S. Government Securities Business Day:
(1) the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on the immediately following U.S. Government Securities Business Day (the “SOFR Determination Time”); or
(2) if the rate specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement
Date (as each such term is defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have occurred, the Secured Overnight Financing Rate as published in respect of the first preceding U.S.
Government Securities Business Day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website; or
(3) If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Benchmark Replacement, subject to the
provisions described, and as defined, below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date.”
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing
Rate);
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source. The foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not part of this document and is not incorporated herein by reference;
and
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities
Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Compounded SOFR Index Notes
If the face
hereof specifies the calculation method for any SOFR Note as being “Compounded Index Rate,” then “Compounded SOFR,” with respect to any interest period, means the rate computed in accordance with the following formula:
where:
“SOFR IndexStart” is the SOFR Index value for the day which
is two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified on the face hereof, preceding the first date of the relevant interest period;
“SOFR IndexEnd” is the SOFR Index value for the day which is
two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified on the face hereof, preceding the Interest Payment Date relating to the relevant interest period; and
“dc” is
the number of calendar days from (and including) SOFR IndexStart to (but excluding) SOFR IndexEnd.
“SOFR Index” means, with respect to any U.S. Government Securities Business Day:
(1)
the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:
(2)
if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time,
then:
(i)
if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below under
“—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “—SOFR Index Unavailable”
provisions below; or
(ii)
if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR,
then Compounded SOFR shall be the rate determined pursuant to the “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date” provisions below.
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
SOFR Index Unavailable
If a SOFR
IndexStart or SOFR IndexEnd is not published on the associated SOFR Interest Determination Date and a Benchmark
Transition Event and its related Benchmark Replacement Date (each as defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, “Compounded
SOFR” means, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such
formula, published on the SOFR Administrator’s Website at www.newyorkfed.org/markets/reference-rates/additional-information-about-reference-rates. For the purposes of this provision, references in the SOFR Averages compounding formula and
related definitions to “calculation period” shall be replaced with “observation period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day “i” in the
observation period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was
published on the SOFR Administrator’s Website.
Effect of Benchmark Transition Event and Related Benchmark Replacement Date
Benchmark Replacement. If the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to the then-current Benchmark for the SOFR Notes, the applicable Benchmark Replacement will
replace the then-current Benchmark for the SOFR Notes for all purposes relating to the SOFR Notes in respect of all determinations on such date and for all determinations on all subsequent dates.
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations. Any determination, decision or election that may be made by the Company or its designee (which may be an
affiliate of the Company) pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an
event, circumstance or date and any decision to take or refrain from taking any action or any selection: (a) will be conclusive and binding absent manifest error; (b) if made by the Company, will be made in our sole discretion; (c) if
made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and (d) notwithstanding anything to the contrary
herein, the Indenture or the SOFR Notes, shall become effective without consent from the holders of the SOFR Notes or any other party.
The Calculation Agent shall have no liability for not making any determination, decision or election pursuant to the benchmark transition
provisions. The Company may designate an entity (which entity may be a Calculation Agent and/or its affiliate) to make any determination, decision or election that the Company has the right to make in connection with the benchmark transition
provisions set forth herein or in the applicable pricing supplement.
Certain Defined Terms. As used in this
“—Determination of SOFR” section with respect to any Benchmark Transition Event and implementation of the applicable Benchmark Replacement and Benchmark Replacement Conforming Changes:
“Benchmark” means, initially, the Specified SOFR; provided that if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to such Specified SOFR or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first
alternative set forth in the order below that can be determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, producing a commercially reasonable result as of the Benchmark Replacement
Date:
(1)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;
(2)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
(3)
the sum of: (a) the alternate rate of interest that has been selected by the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, as of the Benchmark Replacement Date:
(1)
the spread adjustment (which may be a positive or negative value or zero), or method for calculating or
determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body or determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with
the method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement;
(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA
Fallback Adjustment;
(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, after giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Interest Period,” the manner, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors (including changes to the definition of
“Corresponding Tenor” solely when such tenor is longer than the interest period) and other administrative matters) that the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company, the Calculation Agent or the
Company’s designee (which may be an affiliate of the Company), after consulting with the Company, decides that implementation of any portion of such market practice is not administratively feasible or if the Company or its designee (which may
be an affiliate of the Company), after consulting with the Company, determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee (which may be an affiliate of the Company), after
consulting with the Company, determines is appropriate).
“Benchmark Replacement Date” means the earliest to occur of the following events
with respect to the then-current Benchmark:
(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise
to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current
Benchmark (including the daily published component used in the calculation thereof):
(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such
component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide the Benchmark (or such component);
(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark
(or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the
Benchmark (or such component); or
(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark announcing that the Benchmark is no longer representative.
“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor
(including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
“ISDA Definitions” means the 2021 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for
derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR calculated
by reference to daily SOFR, the SOFR Determination Time, and (2) if the Benchmark is Compounded SOFR calculated by reference to SOFR Index, the SOFR Index Determination Time, and (3) if the Benchmark is not Compounded SOFR calculated by
reference to SOFR or SOFR Index, the time determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the SOFR Administrator on the
SOFR Administrator’s Website.
“Specified SOFR” means the Compounded SOFR, as described above, or another Base Rate
calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as
specified on the face hereof of the SOFR Notes.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding
the Benchmark Replacement Adjustment.
Determination of Treasury Rate. If the Base Rate set forth on the face hereof is the
Treasury Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Treasury Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum
Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Treasury Rate” means, with respect to any Interest Determination Date pertaining thereto, the
rate from the auction of direct obligations of the United States (“Treasury bills”) held on such
Interest Determination Date having the Index Maturity set forth on the face hereof under the caption “INVEST RATE” on the display on Refinitiv on page USAUCTION10 (or any other
page as may replace such page on such service) or page USAUCTION11 (or any other page as may replace such page on such service) by 3:00 p.m., New York City time, on the Calculation Date for such Interest Determination Date. However, if not yet
published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date (unless the calculation is made earlier and the rate is available from that source at that time), the Treasury Rate will be the Bond
Equivalent Yield (as defined below) of the auction rate of such Treasury bills of the kind described above, as announced by the United States Department of the Treasury. If the results of the most recent auction of Treasury bills having the Index
Maturity set forth on the face hereof are not so announced as described above by 3:00 p.m., New York City time, on such Calculation Date, or if no auction is held for the relevant week, then the Treasury Rate will be the Bond Equivalent Yield on
such Interest Determination Date of Treasury bills having the Index Maturity specified on the face hereof as published in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the
caption “U.S. government securities—Treasury bills (secondary market)” (or any successor caption or heading). If such rate is not published in the H.15 Daily Update or another recognized electronic source by 3:00 p.m., New
York City time, on the related Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the Calculation Agent will determine the Treasury Rate to be the Bond Equivalent Yield of
the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers (which may include the Agents or
their affiliates) selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity set forth on the face hereof. However, if fewer than three dealers selected by the Calculation Agent are
quoting as mentioned in the prior sentence, the Treasury Rate for the new Interest Reset Period will be the Treasury Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset Date, the initial
interest rate will remain in effect for the new Interest Reset Period.
“Bond Equivalent Yield” means a yield
(expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable per annum rate for Treasury bills quoted on a bank discount basis and
expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.
Section 4. Redemption. (a) If so specified on the face hereof, the Company may at its option redeem this Security in whole or
from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security (except in the case of a Discount Security)) on or after the
date designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by
the Initial Redemption
Percentage specified on the face hereof, together with accrued interest to the Redemption Date. Such Initial Redemption Percentage, if more than 100% , shall decline at each anniversary of the
Initial Redemption Date by an amount equal to the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price is 100% of such amount. The Company may exercise such option by causing the Trustee to, or cause the
Paying Agent to, deliver a notice of such redemption at least five but not more than 60 days prior to the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall
be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities of the series, of which this Security is a part, with differing issue dates, interest rates and stated maturities are to be redeemed, the
Company in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 60 days prior to the relevant redemption date, unless a shorter notice period shall be satisfactory to the
Trustee. If less than all of the Securities with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.
(b) If the face hereof specifies that the Notes include a make-whole redemption option, the Notes will be redeemable at the Company’s
option, in whole or in part, at any time and from time to time, on or after the date that is 180 days from issue date of such Notes (or, if additional tranches of such Notes are issued after the original issue date, beginning 180 days after the
issue date of such additional Notes), and, if the Notes include a first par call date, prior to the first par call date, or, if the Notes do not include a first par call date but include a par call date, prior to the par call date, at a redemption
price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)
(a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to
be redeemed discounted to the Redemption Date (assuming the Notes matured on the Assumed Maturity Date (as defined below)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Redemption Treasury Rate (as defined below) plus the make-whole redemption spread specified on the face hereof less (b) interest accrued on such Notes to, and excluding, the date of
redemption; and
(2)
100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
If the face hereof specifies that the Notes include a first par call date, then, on the first par call date, the Notes will be redeemable at
the Company’s option, in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.
If the face hereof specifies that the Notes includes a par call date, then, on and after the par call date, the Notes will be redeemable, in
whole or in part, at any time and from time to time, at the Company’s option at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but
excluding, the Redemption Date.
“Assumed Maturity Date” means (a) if the Notes include neither a first par
call date nor a par call date, the Maturity Date of the Notes, (b) if the Notes include a first par call date, the first par call date, or (c) if the Notes do not include a first par call date but include a par call date, the par call
date.
“Redemption Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Company in
accordance with the following two paragraphs.
The Redemption Treasury Rate shall be determined by the Company after 4:15 p.m., New York
City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the applicable Redemption Date based upon the yield or yields for
the most recent day that appear after such time on such day in the H.15 Daily Update under the caption H.15 TCM. In determining the Redemption Treasury Rate, the Company shall select, as applicable:
(1)
the yield for the Treasury constant maturity on the H.15 Daily Update exactly equal to the period from the
applicable Redemption Date to the Assumed Maturity Date (the “Remaining Life”); or
(2)
if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two
yields—one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately shorter than and one yield corresponding to the Treasury constant maturity on the H.15 Daily Update immediately longer than the Remaining
Life—and shall interpolate to the Assumed Maturity Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3)
if there is no such Treasury constant maturity on the H.15 Daily Update shorter than or longer than the
Remaining Life, the yield for the single Treasury constant maturity on the H.15 Daily Update closest to the Remaining Life.
For
purposes of this paragraph, the applicable Treasury constant maturity or maturities on the H.15 Daily Update shall be deemed to have a Maturity Date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the applicable Redemption Date.
If on the third Business Day preceding the applicable Redemption Date the H.15 TCM is no longer
included therein, the Company will calculate the Redemption Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such applicable
Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Assumed Maturity Date, as applicable. If there is no United States Treasury security maturing on the Assumed Maturity Date but there are
two or more United States Treasury securities with a
Maturity Date equally distant from the Assumed Maturity Date, one with a Maturity Date preceding the Assumed Maturity Date and one with a Maturity Date following the Assumed Maturity Date, the
Company shall select the United States Treasury security with a Maturity Date preceding the Assumed Maturity Date. If there are two or more United States Treasury securities maturing on the Assumed Maturity Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Redemption Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United
States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
Section 5. Repayment. If so specified on the face hereof, this Security shall be repayable prior to the Stated Maturity at
the option of the Holder on each applicable Repayment Date shown on the face hereof at the Repayment Price shown on the face hereof, together with accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 10 but not more than 60 days prior to a Repayment Date this Security with the form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set forth in Section 308 of the Indenture, any
tender of this Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be
less than the minimum authorized denomination hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities for the remaining principal amount hereof shall be issued in the name of the Holder of this Security.
Section 6. Sinking Fund. Unless otherwise specified on the face hereof, this Security will not be subject to any sinking
fund.
Section 7. Discount Securities. If this Security (such Security being referred to as an “Discount
Security”) (a) has been issued at an Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax rules applicable to original issue discount instruments), than its “stated
redemption price at maturity” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) would be considered an original issue discount security for
United States federal income tax purposes, then the amount payable on this Security in the event of redemption by the Company, repayment at the option of the Holder, or acceleration of the maturity hereof, in lieu of the principal amount due at the
Stated Maturity hereof, shall be the Amortized Face Amount (as defined below) of this Security as of the date of such redemption, repayment or acceleration. The “Amortized Face Amount” of this Security shall be the amount equal to
the sum of (a) the Issue Price (as set forth on the face hereof) plus (b) the portion of the difference between the Issue Price and the principal amount of the Discount Security that has been amortized at the stated yield of the Discount
Security, computed in accordance with the rules set forth in the Code, and applicable Treasury regulations, at the date as of which the Amortized Face Amount is calculated.
Section 8. Modifications and Waivers. 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. Such amendment may be effected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected thereby. The Indenture also contains provisions permitting the
Holders of not less than 66-2/3% in principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the
Indenture. Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all the
Securities of such series and any related coupons certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this
Security and of any Security 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 Security.
Section 9. Ranking; Obligations of the Company Absolute. The Securities are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company.
No reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the Specified Currency herein
prescribed.
Section 10. Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of
(a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults, Covenant Breaches and Events of Default, upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Security, unless otherwise specified on the face hereof.
Section 11. Authorized Denominations.
Unless otherwise provided on the face hereof, this Security is issuable only in registered form without coupons issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. If this Security is
denominated in a Specified Currency other than U.S. dollars or is a Discount Security, this Security shall be issuable in the denominations set forth on the face hereof.
Section 12. Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set
forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of Securities of which this Security is a part, 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 his attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
If the registered owner of this Security is the Depository (such a Security being referred
to herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within 90 days following notice to the Company
or (ii) an Event of Default or Covenant Breach occurs, the Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company may at any time determine not to have Securities represented by this
Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security representing such Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to
physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $2,000 (or
such other denomination as shall be specified by the Company) or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons.
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 Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Section 13. Events of Default. If an Event of Default with respect to the Securities of
the series of which this Security forms a part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security which are defined in the Indenture and are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.
Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the laws of the State of New York.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT -
Custodian
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the within
Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises.
Dated _________________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to 100% of the principal amount thereof, together with interest thereon
accrued to, but excluding, the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received at
least 10 but not more than 60 days prior to the Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day) by the Company at its office or agency, which will be located initially at the office of the Paying
Agent at Deutsche Bank Trust Company Americas, 1 Columbus Circle, New York, New York 10019, Attention: Corporate Trust & Agency Services.
If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $1,000 or an
integral multiple thereof) which is to be repaid: $_______________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral multiple of $1,000; provided that any remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $_____________________.
Dated:_______________
Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.
Exhibit 4.3(e)
THIS MASTER GLOBAL NOTE IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
REGISTERED
KEYCORP
FORM OF
SENIOR MEDIUM-TERM
NOTE,
REGISTERED
No. 001
SERIES U
(MASTER GLOBAL NOTE)
If the registered owner of this Master Global Note (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Master Global Note is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its
agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
If
the registered owner of this Master Global Note (as indicated below) is [________________] (“[________]”) or a nominee of [_________], this Master Global Note is a Global Security and the following legend applies:
Unless this certificate is presented by an authorized representative of [_________________] (the “Depository”) to the issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [_________________] or in such other name as is requested by an authorized representative of the Depository (and any payment is made to
[_________________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
[_________________], has an interest herein.
Thereafter the following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a
whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.
KEYCORP, an Ohio corporation (herein referred to as the “Issuer,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [___________], or its registered assigns: (i) on each principal payment date, including each amortization date, redemption date,
repayment date, maturity date, and extended maturity date, as applicable, of each obligation identified on the records of the Issuer (which records are maintained by Deutsche Bank Trust Company Americas, or such other paying agent as designated in
the applicable pricing supplement (the “Paying Agent”)) as being evidenced by this Master Global Note, the principal amount then due and payable for each such obligation, and (ii) on each interest payment date, if any, the
interest then due and payable on the principal amount for each such obligation. Payment shall be made by wire transfer of United States dollars to the registered owner, or immediately available funds or the equivalent to a party as authorized by the
registered owner and in the currency other than United States dollars as provided for in each such obligation, by the Paying Agent without the necessity of presentation and surrender of this Master Global Note.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE REVERSE HEREOF.
This Master Global Note is a valid and binding obligation of the Issuer.
2
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its
corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Authorized Signatory
3
[REVERSE OF NOTE]
KEYCORP
SENIOR MEDIUM-TERM NOTE,
SERIES U
(MASTER GLOBAL NOTE)
This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer, which shall form a part of
the Issuer’s unsecured, unsubordinated medium-term notes, Series U due nine months or more from the date of issue (“Series U”), all issued or to be issued under and pursuant to an Indenture dated as of June 10, 1994, as
it may be supplemented from time to time (the “Indenture”), duly executed and delivered by the Issuer to Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), to which Indenture and all indentures
supplemental thereto (including the Issuer’s Officers’ Certificate and Company Order, dated June 10, 2026, with respect to, among other things, the establishment of Senior Medium-Term Notes, Series U) reference is hereby made for a
description of the rights, duties and immunities thereunder of the Issuer, the Trustee and the holders of the Debt Obligations. As provided in the Indenture, the Debt Obligations may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption and repayment provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the
Indenture provided or permitted. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as
of May 23, 2022, copies of which are available from the Issuer or the Trustee. The Debt Obligations as evidenced by this Master Global Note aggregated with any other indebtedness of the Issuer issued under Series U are unlimited.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE DEBT OBLIGATIONS SET FORTH IN THE RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE,
WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED JUNE 10, 2026, AND PROSPECTUS DATED JUNE 5, 2026 (EACH, AS IT MAY BE AMENDED OR SUPPLEMENTED, A “PRICING SUPPLEMENT”) RELATING TO EACH ISSUANCE
OF DEBT OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN AND SHALL COMPRISE A PART OF THIS MASTER GLOBAL NOTE.
Capitalized terms used herein that are not defined herein shall have the meanings assigned to them in the Indenture.
No reference herein to the Indenture and no provision of this Master Global Note or of the Indenture shall alter or impair the obligation of
the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on each Debt Obligation at the times, places, and rates, and in the coin or currency, identified on the records of the Issuer.
4
At the request of the registered owner, the Issuer shall promptly issue and deliver one or
more separate note certificates evidencing each Debt Obligation evidenced by this Master Global Note. As of the date any such note certificate or certificates are issued, the Debt Obligations which are evidenced thereby shall no longer be evidenced
by this Master Global Note.
Beneficial interests in the Debt Obligations evidenced by this Master Global Note are exchangeable for
definitive notes in registered form, of like tenor and of an equal aggregate principal amount, only if (a) (i) [The Depository Trust Company][_____________________], as depositary (the “Depository”), notifies the Issuer
that it is unwilling or unable to continue as Depository for this Master Global Note, or (ii) if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if then required by
applicable law or regulation, and in either case, a successor depositary is not appointed by the Issuer within 90 days after receiving notice or becoming aware the Depository is unwilling or unable to continue as depositary or is no longer so
registered; (b) in the case of any other registered global note if (i) the clearing system(s) through which the notes are cleared and settled is closed for business for a continuous period of 14 days, other than by reason of holidays,
statutory or otherwise; or (ii) the clearing system(s) through which the notes are cleared and settled announces an intention to cease business permanently or does in fact do so; (c) the Issuer in its sole discretion elects to issue
definitive notes; or (d) after the occurrence of an Event of Default or Covenant Breach relating to a Debt Obligation evidenced by this Master Global Note, beneficial owners representing a majority in principal amount of such Debt Obligation
advise the Depository or other clearing system(s) through its participants to cease acting as depositary for such Debt Obligation evidenced by this Master Global Note. Any beneficial interests in such Debt Obligation that are exchangeable pursuant
to the preceding sentence shall be exchangeable in whole for definitive notes in registered form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, unless
otherwise specified in the applicable Pricing Supplement. Such definitive notes shall be registered in the name or names of such person or persons as the Depository shall instruct the registrar.
Prior to due presentment of this Master Global Note for registration of transfer, the Issuer, the Trustee or any agent of the Issuer or the
Trustee may treat the holder in whose name this Master Global Note is registered as the owner hereof for all purposes, whether or not this Master Global Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by
notice to the contrary except as required by applicable law.
5
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the Master
Global Note of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Master Global Note on the books of the within-named Issuer, with full power of substitution in the premises.
Dated _________________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Master Global Note in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
6
Exhibit 4.3(f)
THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
[THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL, INTEREST AND PREMIUM, AND
ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF KEYCORP, INCLUDING ALL OBLIGATIONS TO KEYCORP’S GENERAL CREDITORS (OTHER THAN OBLIGATIONS TO TRADE CREDITORS INCURRED IN THE ORDINARY COURSE OF THE KEYCORP’S
BUSINESS). THIS SECURITY IS NOT SECURED BY ANY ASSETS OF KEYCORP OR BY THE ASSETS OF ANY OF ITS SUBSIDIARIES OR AFFILIATES, IS NOT GUARANTEED BY ANY OF KEYCORP’S SUBSIDIARIES OR AFFILIATES, AND IS INELIGIBLE AS COLLATERAL TO SECURE A LOAN OR
EXTENSION OF CREDIT FROM KEYCORP OR ANY OF ITS SUBSIDIARIES.]
CUSIP NO.
[ISIN: ]
[Common Code: ]
REGISTERED PRINCIPAL AMOUNT $
No. FX -
KEYCORP
FORM OF
SUBORDINATED MEDIUM-TERM NOTE, SERIES V
(FIXED RATE)
Due from 9 Months or
More from Date of Issue
If the registered owner of this Security (as indicated below) is The Depository Trust Company (“DTC”) or a
nominee of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this
certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its agent for registration of transfer, exchange or payment, and such certificate issued is registered in the
name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof,
CEDE & CO., has an interest herein.
If the registered owner of this Security (as indicated below) is [_______________] (“[______]”)
or a nominee of [___________], this Security is a Global Security and the following legend applies:
Unless this certificate is presented by an
authorized representative of [____________________] (the “Depository”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [____________________] or in
such other name as is requested by an authorized representative of the Depository (and any payment is made to [____________________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, [____________________], has an interest herein.
Thereafter the following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a
whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.
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.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
MINIMUM DENOMINATIONS:
☐ $2,000
☐ Other:
SPECIFIED CURRENCY:
United States Dollars:
☐ YES ☐ NO
FOREIGN CURRENCY:
EXCHANGE RATE AGENT:
PAYING AGENT:
PLACE OF PAYMENT:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN
U.S.
DOLLARS: ☐ YES ☐ NO
INTEREST RATE:
COMPUTATION PERIOD:
INTEREST PAYMENT DATES IF OTHER THAN
JUNE 15 AND DECEMBER 15:
REGULAR RECORD DATES:
OPTIONAL REDEMPTION: ☐ YES ☐ NO
INITIAL REDEMPTION DATE:
ADDITIONAL REDEMPTION DATES:
DAY COUNT CONVENTION:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
OPTION TO ELECT
REPAYMENT: ☐ YES ☐ NO
REPAYMENT DATE(S):
REPAYMENT PRICE:
ADDITIONAL AMOUNTS:
DEFEASANCE: ☐ YES ☐ NO
COVENANT DEFEASANCE: ☐ YES ☐ NO
OPTIONAL INTEREST RATE RESET:
☐ YES ☐ NO
OPTIONAL INTEREST RATE RESET DATES:
OPTIONAL EXTENSION OF
MATURITY:
☐ YES ☐ NO
LENGTH
OF EXTENSION PERIOD:
NUMBER OF EXTENSION PERIODS:
TOTAL
AMOUNT OF OID (for Discount Securities only):
ORIGINAL YIELD TO MATURITY (for Discount Securities only):
INITIAL ACCRUAL PERIOD OID (for Discount Securities only):
OTHER/DIFFERENT PROVISIONS:
KEYCORP, an Ohio corporation (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [________] or registered assigns, the principal sum of [__________________ DOLLARS ($ )] on the Stated Maturity shown
above (except to the extent redeemed, repaid, renewed or extended prior to the Stated Maturity) and to pay interest on such principal sum at the Interest Rate shown above from the Original Issue Date shown above or from the most recent Interest
Payment Date to which interest, if any, has been paid or duly provided for, semi-annually on June 15 and December 15 of each year, commencing on [________] (unless other Interest Payment Dates are shown on the face hereof and except as
provided in the next succeeding paragraph) (each, an “Interest Payment Date”) until the principal hereof is paid or made available for payment and on the Stated Maturity, any Redemption Date or Repayment Date (such terms are
together hereinafter referred to as the “Maturity Date” with respect to the principal repayable on such date); provided, however, that any payment of principal, premium, if any, or interest, if any, to be made on any
Interest Payment Date or on the Maturity Date that is not a Business Day (as defined below) shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the Maturity Date, as the case
may be, and no additional interest will accrue from and after the Maturity Date or Interest Payment Date as a result of such delayed payment.
For purposes of this Security, unless otherwise specified on the face hereof, “Business Day” means as follows: (i) for
notes denominated in a specified currency other than U.S. dollars or the euro, the term Business Day means any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or
obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the principal financial center of the country of the relevant specified currency (if other than New York City);
(ii) for notes denominated in the euro or with a base rate of EURIBOR, the term Business Day means any day that is not a Saturday or Sunday and that is not a day that banking institutions in London are generally authorized or obligated by law or
executive order to close and is also a T2 Business Day; and (iii) in all other circumstances, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law
or executive order to close.
“Principal Financial Center” means (i) the capital city of the country issuing the
Specified Currency, or (ii) the capital city of the country to which the designated currency relates, as applicable, except, in the case of (i) or (ii) above, that with respect to United States dollars, Australian dollars, Canadian
dollars, euro, New Zealand dollars, South African rand and Swiss francs, the “Principal Financial Center” shall be New York City and (solely in the case of the Specified Currency) Sydney, Toronto, Brussels, Wellington, Johannesburg and
Zurich, respectively.
“T2 Business Day” means a day on which the Trans-European Automated Real Time Gross Settlement
Express Transfer payment system (which utilizes a single shared platform and which was launched on November 19, 2007) (or any successor or replacement for that system) is open for the settlement of payment in the euro.
Any interest hereon is accrued from, and including, the immediately preceding Interest
Payment Date in respect of which interest, if any, has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid) to, but excluding, the succeeding Interest Payment Date or the Maturity Date, as the
case may be. The interest, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (referred to on the reverse hereof), be paid to the person (the “Holder”) in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Interest Payment Date or as otherwise specified above (each, a
“Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest Payment Date relating to such Regular Record Date, interest, if any, for the period
beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the Holder hereof on such next succeeding Regular Record Date; and
provided further that interest, if any, payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for (“Defaulted
Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a
special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given to the Holder of this Security 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.
Unless otherwise specified above, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect
hereof into U.S. dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all payments in such Specified Currency by delivery of a written request to
the corporate trust office of the Paying Agent in New York City, on or prior to the applicable Regular Record Date or at least 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing, mailed or hand delivered, or by
facsimile or other electronic transmission. Unless otherwise specified above, the Holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest payments and need not file a separate election
for each 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 at least 15 days prior to the
Stated Maturity, as the case may be. Notwithstanding the foregoing, if the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls, because it is no longer used
by the government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s
control, then, until such Specified Currency is again available or used, the Holder hereof may not so elect to receive payments in the Specified Currency and any such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, other than as a result
of the European Monetary Union, such as by an official redenomination of any such Specified Currency that is a composite currency, the obligations of the Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is
itself officially redenominated.
Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof; provided, however, that, if the Holder hereof is the Holder of U.S.$1,000,000 (or the equivalent) or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or different terms and provisions), such interest payments may be made by wire transfer of immediately available funds, but only if appropriate instructions have been received in
writing by the Paying Agent on or prior to the applicable Regular Record Date. Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be paid in immediately available funds
upon surrender of this Security at the corporate trust office of the Paying Agent maintained for that purpose in New York City, New York (or at such other location as may be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as otherwise provided above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are
made.
Unless otherwise specified on the face hereof, interest on this Security, if any, will be computed and paid on the basis of a 360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATING TO THE
SUBORDINATION OF THIS SECURITY TO THE COMPANY’S SENIOR INDEBTEDNESS.
Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Authorized Signatory
[REVERSE OF NOTE]
KEYCORP
SUBORDINATED MEDIUM-TERM
NOTE, SERIES V
Section 1. General. This Security is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company, issued and to be issued in one or more series under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental
Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as of June 16, 2023, copies of which are available from the Company or the Trustee. This Security is one of the series designated on the face hereof that is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the
“Exchange Rate Agent”) based on the highest bid quotation in New York City at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three of such bid
quotations are not available, payments will be made in the Specified Currency.
Except as set forth below, if the Specified Currency is
other than U.S. dollars and the Specified Currency is not available due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of
transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such currency is again available or used, the Company will be entitled to make payments
in U.S. dollars on the basis of the noon buying rate in New York City for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the
“Market Exchange Rate”) as computed by the Exchange Rate Agent for such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange Rate is then not available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated on the face hereof. 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 or Default under the Indenture.
All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security.
All
currency exchange costs will be borne by the Holder of this Security through deductions from payments otherwise due to such Holder.
References herein to “U.S. dollars” or “U.S. $” or “$” are to the currency of the
United States of America.
Section 3. Redemption. If so specified on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security (except in the case of a Discount
Security)) on or after the date designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as is
provided for below) multiplied by the Initial Redemption Percentage specified on the face hereof, together with accrued interest to the Redemption Date, provided that any such redemption will be subject to the prior approval of the Board of
Governors of the Federal Reserve System or its delegee (the “Federal Reserve”), if then required. Such Initial Redemption Percentage, if more than 100%, shall decline at each anniversary of the Initial Redemption Date by an amount
equal to the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price is 100% of such amount. The Company may exercise such option by causing the Trustee to, or cause the Paying Agent to, deliver a notice of
such redemption at least five but not more than 60 days prior to the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof. If less than all the Securities of the series, of which this Security is a part, with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall
select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 60 days prior to the relevant redemption date, unless a shorter notice shall be satisfactory to the Trustee. If less than all of the Securities
with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.
Section 4. Repayment. If so specified on the face hereof, this Security shall be repayable prior to the Stated Maturity at the
option of the Holder on each applicable Repayment Date shown on the face hereof at the Repayment Price shown on the face hereof, together with accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 10 but not more than 60 days prior to a Repayment Date this Security with the form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set forth in Section 308 of the Indenture, any
tender of this Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be
less than the minimum authorized denomination hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities for the remaining principal amount hereof shall be issued in the name of the Holder of this Security.
Section 5. Sinking Fund. This Security will not be subject to any sinking fund.
Section 6. Discount Securities. If this Security (such Security being referred
to as a “Discount Security”) (a) has been issued at an Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax rules applicable to original issue discount instruments), than its
“stated redemption price at maturity” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) would be considered an original issue discount security for United States federal income tax
purposes, then the amount payable on this Security in the event of redemption by the Company, repayment at the option of the Holder, or acceleration of maturity upon certain events of bankruptcy, insolvency or reorganization of the Company or
receivership or conservatorship of a Major Bank (as defined in the Indenture), in lieu of the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as defined below) of this Security as of the date of such
redemption, repayment or acceleration. The “Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus (b) the portion of the difference
between the Issue Price and the principal amount of the Discount Security that has been amortized at the stated yield of the Discount Security, computed in accordance with the rules set forth in the Code, and applicable Treasury regulations, at the
date as of which the Amortized Face Amount is calculated.
Section 7. Modifications and Waivers. 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. Such amendment may be effected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected thereby. The Indenture also contains provisions
permitting the Holders of not less than 66-2/3% in principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain
provisions of the Indenture. Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all Outstanding Securities of any series to waive on behalf of all of the
Holders of all the Securities of such series and any related coupons certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future
Holders of this Security and of any Security 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 Security, provided no action provided in this
Section shall be taken without the Company’s consent where it would result in the Notes not being Tier 2 capital for Federal Reserve purposes.
Section 8. Subordination; Obligations of the Company Absolute. The indebtedness evidenced by the Securities of this series is, to
the extent provided in the Indenture, subordinated and subject in right of the payment in full of the principal of (and premium, if any) and interest on all Senior Indebtedness, as defined in the Indenture, and this Security is issued subject to the
provisions of the Indenture with respect thereto. The Indenture provides that in the event of insolvency, bankruptcy, receivership, reorganization, liquidation or similar proceedings of the Company (an “insolvency event”), all
Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on, the Securities of this series. Each Holder of this Security, by accepting the same, agrees that each holder of Senior Indebtedness, whether
created or acquired before or after the issuance of the Securities of this series, shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. The Indenture
also provides that if, upon the
occurrence of an insolvency event relating to the Company, there remains, after giving effect to the subordination provisions referred to in Section 1614 of the Indenture, any amount of
cash, property or securities available for payment or distribution in respect of Securities of this series (as defined in the Indenture, “Excess Proceeds”, and if at such time any Entitled Person (as defined in the Indenture) has
not received payment in full of all amounts due or to become due on or in respect of Other Senior Obligations (as defined in the Indenture), then such Excess Proceeds shall first be applied to pay or provide for the payment in full of such Other
Senior Obligations before any payment or distribution may be made in respect of the Securities of this series. This Security is also issued subject to the provisions of the Indenture regarding payments to Entitled Persons in respect of Other Senior
Obligations. Each Holder of this Security, by accepting the same, agrees to be bound by the provisions of the Indenture described herein and authorizes and directs the Trustee to take such action on his behalf as may be necessary or appropriate to
acknowledge or effectuate the subordination of this Security and payment of Excess Proceeds as provided in the Indenture and appoints the Trustee his attorney-in-fact
for any and all such purposes.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the Specified Currency herein prescribed.
Section 9. Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of (a) the entire
indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this
Security, unless otherwise specified on the face hereof.
Section 10. Authorized Denominations. Unless otherwise provided on
the face hereof, this Security is issuable only in registered form without coupons issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. If this Security is denominated in a Specified Currency
other than U.S. dollars or is a Discount Security, this Security shall be issuable in the denominations set forth on the face hereof.
Section 11. Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set
forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of Securities of which this Security is a part, 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 his attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
If
the registered owner of this Security is the Depository (such a Security being referred to herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to the Company or (ii) an Event of Default occurs, the Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company
may at any time determine not to have Securities represented by this Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security
representing such Security. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Securities equal in
principal amount to such beneficial interest and to have such Securities registered in its name. Securities so issued in certificated form will be issued in denominations of $2,000 (or such other denomination as shall be specified by the Company) or
any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons.
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 Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
Section 12. Events of Default. If an Event of Default with respect to the Securities of the series of which this Security forms a
part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
Section 13. Defined Terms. All terms used in this Security which are defined in the Indenture and are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.
Section 14. Governing Law. This Security shall be governed by and
construed in accordance with the laws of the State of New York.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - _____________________Custodian_________________
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
(State)
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the within
Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises.
Dated _________________________________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to 100% of the principal amount thereof, together with interest thereon
accrued to, but excluding, the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received at
least 10 but not more than 60 days prior to the Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day) by the Company at its office or agency, which will be located initially at the office of the Paying
Agent at Deutsche Bank Trust Company Americas, 1 Columbus Circle, New York, New York 10019, Attention: Corporate Trust & Agency Services.
If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $1,000 or an
integral multiple thereof) which is to be repaid: $_______________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral multiple of $1,000; provided that any remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $_____________________.
Dated:_______________
Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.
Exhibit 4.3(g)
THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
[THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL, INTEREST AND PREMIUM, AND
ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF KEYCORP, INCLUDING ALL OBLIGATIONS TO KEYCORP’S GENERAL CREDITORS (OTHER THAN OBLIGATIONS TO TRADE CREDITORS INCURRED IN THE ORDINARY COURSE OF THE KEYCORP’S
BUSINESS). THIS SECURITY IS NOT SECURED BY ANY ASSETS OF KEYCORP OR BY THE ASSETS OF ANY OF ITS SUBSIDIARIES OR AFFILIATES, IS NOT GUARANTEED BY ANY OF KEYCORP’S SUBSIDIARIES OR AFFILIATES, AND IS INELIGIBLE AS COLLATERAL TO SECURE A LOAN OR
EXTENSION OF CREDIT FROM KEYCORP OR ANY OF ITS SUBSIDIARIES.]
CUSIP NO.
[ISIN: ]
[Common
Code: ]
REGISTERED PRINCIPAL AMOUNT $
No. FL -
KEYCORP
FORM OF
SUBORDINATED MEDIUM-TERM NOTE, SERIES V
(FLOATING RATE)
Due from 9 Months
or More from Date of Issue
If the registered owner of this Security (as indicated below) is The Depository Trust Company (“DTC”) or a nominee
of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this certificate
is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of
CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof,
CEDE & CO., has an interest herein.
If the registered owner of this Security (as indicated below) is [______________] (“[_____]”) or
a nominee of [________], this Security is a Global Security and the following legend applies:
Unless this certificate is presented by an authorized
representative of [______________] (the “Depository”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [______________] or in such other name as is
requested by an authorized representative of the Depository (and any payment is made to [______________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, [______________], has an interest herein.
Thereafter the
following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for
Notes in certificated form, this certificate may not be transferred except as a whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a
successor of the Depository or a nominee of such successor.
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.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
BASE RATE:
INITIAL INTEREST RATE:
INDEX MATURITY:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
CALCULATION AGENT:
CALCULATION DATE:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST DETERMINATION DATE:
INTEREST RESET PERIOD:
INTEREST RESET DATES:
INTEREST PAYMENT PERIOD:
INTEREST PAYMENT DATES:
REGULAR RECORD DATES:
PAYING AGENT:
PLACE OF PAYMENT:
DAY COUNT CONVENTION:
OPTION TO ELECT REPAYMENT: ☐ YES
☐ NO
REPAYMENT DATE(S):
REPAYMENT PRICE:
OPTIONAL REDEMPTION: ☐ YES ☐ NO
INITIAL REDEMPTION DATE:
ADDITIONAL REDEMPTION DATES:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
MINIMUM DENOMINATIONS:
☐ $2,000
☐ Other:
SPECIFIED CURRENCY:
United States Dollars:
☐ YES ☐ NO
FOREIGN CURRENCY:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED
CURRENCY OTHER THAN U.S. DOLLARS:
☐ YES ☐ NO
EXCHANGE RATE AGENT:
ADDITIONAL AMOUNTS:
DEFEASANCE: ☐ YES ☐ NO
COVENANT DEFEASANCE: ☐
YES ☐ NO
OPTIONAL INTEREST RATE RESET:
☐ YES
☐ NO
OPTIONAL INTEREST RATE RESET DATES:
TOTAL AMOUNT
OF OID (for Discount Securities only):
INITIAL ACCRUAL PERIOD OID (for Discount Securities only):
ORIGINAL YIELD TO MATURITY (for Discount Securities only):
OTHER/DIFFERENT PROVISIONS:
KEYCORP, an Ohio corporation (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [_________], or registered assigns, the principal sum of [___________________Dollars ($)] on the Stated Maturity
shown above (except to the extent redeemed, repaid or renewed prior to the Stated Maturity) and to pay interest on such principal sum at the Initial Interest Rate shown above from the Original Issue Date shown above until the first Interest Reset
Date shown above following the Original Issue Date (if the first Interest Reset Date is later than the Original Issue Date) and thereafter at the interest rate determined by reference to the Base Rate shown above, plus or minus the Spread, if any,
and/or multiplied by the Spread Multiplier, if any, shown above, determined in accordance with the provisions on the reverse hereof, until the principal hereof is paid or duly made available for payment. The Company will pay interest on each
Interest Payment Date specified above, commencing with the first Interest Payment Date (except as provided in the next succeeding paragraph) next succeeding the Original Issue Date, and on the Stated Maturity, any Redemption Date or Repayment Date
(such terms together are hereinafter referred to as a “Maturity Date” with respect to the principal repayable on such date); provided, however, that any payment of principal, premium, if any, or interest, if any, to
be made on any Interest Payment Date (but not the Maturity Date) that is not a Business Day (as defined below) shall be made on the next succeeding Business Day (except that in the case of interest payments on an Interest Payment Date and if the
Base Rate specified above is SOFR, CORRA or EURIBOR, and such day falls in the next succeeding calendar month, such payment will be made on the immediately preceding Business Day) as described on the reverse hereof. If the Maturity Date is not a
Business Day, principal, premium, if any, or interest, if any, shall be paid on the next succeeding Business Day, and no interest will accrue from and after the Maturity Date.
For purposes of this Security, unless otherwise specified on the face hereof, “Business Day” means as follows: (i) for
SOFR Notes, the term Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be
closed for the entire day for purposes of trading in U.S. government securities; (ii) for notes denominated in a specified currency other than U.S. dollars or the euro, the term Business Day means any day that is not a Saturday or Sunday and
that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the principal
financial center of the country of the relevant specified currency (if other than New York City); (iii) for notes denominated in the euro or with a Base Rate of EURIBOR, the term Business Day means any day that is not a Saturday or Sunday and that
is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close and is also a T2 Business Day; and (iv) in all other circumstances, any day that is not a Saturday or Sunday and
that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close.
“Principal Financial Center” means (i) the capital city of the country issuing the Specified Currency or (ii) the
capital city of the country to which the designated currency, if applicable, relates, except, in each case, that with respect to United States dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South African rand and Swiss
francs, the “Principal Financial Center” shall be New York City and (solely in the case of the Specified Currency), Sydney, Toronto, Brussels, Wellington, Johannesburg and Zurich, respectively.
“T2 Business Day” means a day on which the Trans-European Automated Real
Time Gross Settlement Express Transfer payment system (which utilizes a single shared platform and which was launched on November 19, 2007) (or any successor or replacement for that system) is open for the settlement of payment in the euro.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture
(referred to on the reverse hereof), be paid to the person (the “Holder”) in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the 15th day (whether or not a Business Day)
immediately preceding such Interest Payment Date or as otherwise specified above (a “Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest for the period beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record
Date to the Holder on such next succeeding Regular Record Date; and provided further that interest payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually
paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given
to the Holder of this Security 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.
Unless otherwise specified, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency unless
the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect hereof into U.S.
dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all payments in such Specified Currency by delivery of a written request to the corporate
trust office of the Paying Agent in New York City, on or prior to the applicable Regular Record Date or at least 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing, mailed or hand delivered, or by facsimile or
other electronic transmission. Unless otherwise specified above, the Holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest payments and need not file a separate election for each
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 at least 15 days prior to the Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls, because it is no longer used by the
government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control,
then, until such Specified Currency is again available or used, the Holder hereof may not so elect to receive payments in the Specified Currency and any such outstanding election shall be automatically suspended, until the Company determines that
the Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, other than as a result
of the European Monetary Union, such as by an official redenomination of any such Specified Currency that is a composite currency, the obligations of the Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is
itself officially redenominated.
Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof; provided, however, that, if the Holder hereof is the Holder of U.S.$1,000,000 (or the equivalent) or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or different terms and provisions), such interest payments may be made by wire transfer of immediately available funds, but only if appropriate instructions have been received in
writing by the Paying Agent on or prior to the applicable Regular Record Date. Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be paid in immediately available funds
upon surrender of this Security at the corporate trust office of the Paying Agent maintained for that purpose in New York City, New York (or at such other location as may be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as otherwise provided above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are
made.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE COMPANY’S SENIOR INDEBTEDNESS.
Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Authorized Signatory
[REVERSE OF NOTE]
KEYCORP
SUBORDINATED MEDIUM-TERM
NOTE, SERIES V
Section 1. General. This Security is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company, issued and to be issued in one or more series under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental
Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as of June 16, 2023, copies of which are available from the Company or the Trustee. This Security is one of the series designated on the face hereof, which is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the
“Exchange Rate Agent”) based on the highest bid quotation in New York City at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three of such bid
quotations are not available, payments will be made in the Specified Currency.
Except as set forth below, if the Specified Currency is
other than U.S. dollars and the Specified Currency is not available due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of
transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such currency is again available or used, the Company will be entitled to make payments
in U.S. dollars on the basis of the noon buying rate in New York City for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the
“Market Exchange Rate”) as computed by the Exchange Rate Agent for such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange Rate is then not available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated on the face hereof. 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 or Default under the Indenture.
All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security.
All
currency exchange costs will be borne by the Holder of this Security through deductions from payments otherwise due to such Holder.
Section 3. Interest Rate Calculations. Unless otherwise set forth on the face hereof, the following provisions of this
Section 3 shall apply to the calculation of interest on this Security. If the first Interest Reset Date is later than the Original Issue Date, this Security will bear interest from its Original Issue Date to the first Interest Reset Date (as
defined below) at the Initial Interest Rate set forth on the face hereof. Thereafter, the interest rate hereon for each Interest Reset Period (as defined below) will be determined by reference to the Base Rate set forth on the face hereof, as
adjusted by the Spread, the Spread Multiplier or other formula, if any, set forth on the face hereof.
As set forth on the face hereof,
this Security may also have either or both of the following: (i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period (“Maximum Interest Rate”); and (ii) a minimum
limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period (“Minimum Interest Rate”). In addition to any Maximum Interest Rate that may be set forth on the face hereof, the interest rate on
this Security 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.
The rate of interest hereon will be reset daily, weekly, monthly, quarterly, semiannually or annually or on some other basis (each, an
“Interest Reset Period”) as specified in the applicable pricing supplement. The “Interest Reset Date” is the first day of each Interest Reset Period and will be, if this Security resets (i) daily, each
Business Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set forth on the face hereof is the Treasury Rate); weekly and if the Base Rate set forth on the face hereof is the Treasury Rate, the Tuesday of each week (except if
the auction date falls on a Tuesday, then the next Business Day, as provided below); (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year;
(v) semiannually, the third Wednesday of each of the two months which are six months apart as set forth in the applicable pricing supplement; and (vi) annually, the third Wednesday of one month of each year set forth in the applicable
pricing supplement. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be the next succeeding Business Day, except that, if the Base Rate set forth on the face hereof is SOFR, CORRA or
EURIBOR, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.
The “Interest Determination Date” is the date as of which the new interest rate is determined for a particular Interest
Reset Date, based on the applicable interest rate basis or formula as of that Interest Determination Date. The Interest Determination Date pertaining to an Interest Reset Date for this Security (unless the Base Rate set forth on the face hereof is
SOFR, CORRA, EURIBOR, or Treasury Rate) will be the second Business Day immediately preceding such Interest Reset Date. If the Base Rate set forth on the face hereof is EURIBOR, the Interest
Determination Date pertaining to an Interest Reset Date for this Security will be the second T2 Business Day immediately preceding such Interest Reset Date. If the Base Rate set forth on the face
hereof is SOFR, the Interest Determination Date pertaining to an Interest Reset Date for this Security will be as set forth below in the “—Determination of SOFR” section and as set forth on the face hereof. If the Base Rate set
forth on the face hereof is the Treasury Rate, the Interest Determination Date pertaining to an Interest Reset Date for this Security will be the day of the week in which such Interest Reset Date falls on which Treasury bills of the same index
maturity are auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday, except that such auction may be held on the preceding
Friday. If an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next week. If an auction falls on any Interest Reset Date, then the Interest Reset
Date will instead be the first Business Day immediately following the auction sale. If the Base Rate set forth on the face hereof is the CORRA, the Interest Determination Date shall be the Interest Reset Date (the “CORRA Interest
Determination Date”).
Unless otherwise set forth on the face hereof, the “Calculation Date,” where
applicable, pertaining to an Interest Determination Date is the earlier of (i) the 10th calendar day after such Interest Determination Date, or if any 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 the Stated Maturity, as the case may be.
The Company will appoint and
enter into an agreement with an agent (a “Calculation Agent”) to calculate the rate of interest on the Securities of this series which bear interest at a floating rate. Unless otherwise set forth on the face hereof, KeyBank
National Association will be the Calculation Agent. At the request of the Holder hereof, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next succeeding
Interest Reset Date.
Notwithstanding any of the foregoing, the interest rate thereon shall not be greater than the Maximum Interest Rate,
if any, or less than the Minimum Interest Rate, if any, shown on the face hereof. In addition, the interest rate hereon shall 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.
Interest will be payable on, unless specifically set forth on the face hereof, (i) for notes with interest
payable monthly, the third Wednesday of each month; (ii) for notes with interest payable quarterly, the third Wednesday of March, June, September and December of each year; (iii) for notes with interest payable semiannually, the third
Wednesday of each of the two months set forth on the face hereof; and (iv) for notes with interest payable annually, the third Wednesday of the month set forth on the face hereof (each, an “Interest Payment Date”), and in
each case, on the Maturity Date or at redemption or repurchase.
The interest payable hereon on each Interest Payment Date and on the
Maturity Date shall be the amount of interest accrued from and including the Original Issue Date or the last Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to, but excluding, the next succeeding
Interest Payment Date or the Maturity Date, as the case may be.
If the Stated Maturity falls on a day which is not a Business Day, the payment of principal, premium, if any, and interest with respect to the Stated Maturity will be paid on the next succeeding
Business Day with the same force and effect as if made on the Stated Maturity, and no interest shall accrue or be paid on the amount so payable as a result of such delayed payment. If an Interest Payment Date other than the Stated Maturity falls on
a day that is not a Business Day, such Interest Payment Date will be postponed to the next day that is a Business Day and interest will accrue for the period of such postponement (except if the Base Rate specified above is SOFR, CORRA or EURIBOR,
and such day falls in the next succeeding calendar month, such Interest Payment Date will be advanced to the immediately preceding Business Day), it being understood that, to the extent this sentence is inconsistent with Section 112 of the
Indenture, the provisions of this sentence shall apply in lieu of such Section.
Accrued interest will be calculated by multiplying the
principal amount hereof by an accrued interest factor. The accrued interest factor will be computed by adding the interest factor calculated for each day in the interest period or from the date from which accrued interest is being calculated. The
interest factor for each such day is computed by dividing the interest rate in effect on that day (1) by 360 (unless the Base Rate set forth on the face hereof is the Treasury Rate, CORRA or CMT Rate), (2) by the actual number of days in the
year, if the Base Rate set forth on the face hereof is the Treasury Rate or CMT Rate, or (3) by 365 if the Base Rate set forth on the face hereof is CORRA. The interest rate applicable to any day that is an Interest Reset Date is the interest
rate as determined, in accordance with the procedures hereinafter set forth, with respect to the Interest Determination Date pertaining to such Interest Reset Date. The interest rate applicable to any other day is the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate, as set forth on the face hereof).
All percentages used
in or resulting from any calculation with respect hereto will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 7.123455% (or 0.07123455) being rounded to 7.12346% (or 0.0712346) and 7.123454% (or 0.07123454) being rounded to 7.12345% (or 0.0712345)). All currency amounts used in or resulting from such calculation will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded upward).
Subject to applicable provisions of law and except as specified herein, with respect to each Interest Determination Date, the rate of interest
shall be the rate determined by the Calculation Agent in accordance with the provisions of the applicable heading below.
Determination
of CORRA. If the Base Rate set forth on the face hereof is CORRA, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Canadian Overnight Repo Rate Average, commonly referred to as
CORRA, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, the interest rate for each relevant interest period will be determined by the Calculation Agent
on each Interest Determination Date relating to a floating rate note for which the interest rate is determined with reference to CORRA (a “CORRA Interest Determination Date”), at a Base Rate equal to compounded daily CORRA
(“compounded CORRA”), calculated as described below or by any other method of calculation specified on the face hereof. The CORRA Interest Determination Date for a CORRA Note means
the day that is the number of Toronto banking days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant interest period, as specified on the face hereof. Unless the face hereof
specifies otherwise, the CORRA Interest Determination Date for each interest period will be two Toronto banking days preceding the applicable Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date).
The amount of interest accrued and payable on the CORRA Notes for each interest period will be calculated by the Calculation Agent and will be
equal to the product of (i) the outstanding principal amount of the CORRA Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the relevant interest period multiplied by
(b) the quotient of the actual number of calendar days in such interest period divided by 365.
The Calculation Agent will determine
compounded CORRA for each applicable interest period in accordance with the formula below, and with respect to the observation period relating to such interest period. Compounded CORRA, the interest rate and accrued interest for each interest period
will be determined by the Calculation Agent in arrears for each applicable interest period as soon as reasonably practicable on or after the last day of the applicable observation period related to such interest period and prior to the relevant
interest payment date. The Calculation Agent will notify the Company of compounded CORRA and such interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the
Business Day immediately prior to the interest payment date.
Compounded CORRA Notes with Observation Shift
“Compounded CORRA” means, for any observation period, the rate of return of a daily compounded interest investment calculated in
accordance with the following formula, with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.00000005 being rounded upwards:
where:
“d” for any observation period, means the number of calendar days in the relevant observation period;
“d0” for any observation period, is the number of Toronto
banking days in the relevant observation period;
“i” means a series of whole numbers from one to d0, each representing the relevant Toronto banking day in chronological order from, and including, the first Toronto banking day in the relevant observation period;
“ni” for any Toronto banking day “i” in
the relevant observation period, means the number of calendar days from, and including, such Toronto banking day “i” to, but excluding, the following Toronto banking day (which is “i” + 1);
“CORRAi”
means, in respect of any Toronto banking day “i” in the relevant observation period, a reference rate equal to the daily Canada Overnight Repo Rate Average for such Toronto banking day, as published by the Bank of Canada, as the
administrator of CORRA (or any successor administrator of CORRA), on the website of the Bank of Canada or any successor website, or such other source or page as is specified on the face hereof or, if the Bank of Canada’s website or such other
source or page as is specified on the face hereof, as applicable, is unavailable, as otherwise published by such authorized distributors (in each case, at approximately 11:00 a.m., Toronto time (or such other time as is specified on the face
hereof)), on the immediately following Toronto banking day, which is Toronto banking day “i”+ 1;
“observation
period” means, in respect of each observation period, the period from, and including, the date that is two Toronto banking days (or such other number of Toronto banking days as the Company may specify on the face hereof) preceding the first
date in such interest period to, but excluding, the date that is two Toronto banking days (or such other number of Toronto banking days as the Company may specify on the face hereof) preceding the interest payment date for such interest period (or,
in the case of the final interest period, the Maturity Date or earlier Redemption Date or Repayment Date); and
“Toronto banking
day” means a day on which Schedule I banks under the Bank Act (Canada) are open for business in the city of Toronto, Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar
for CORRA or an Applicable Fallback Rate as may be adopted by the administrator of CORRA from time to time).
If neither the administrator
nor authorized distributors provide or publish CORRA and an Index Cessation Effective Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the
last provided or published CORRA.
Notwithstanding the foregoing, upon the occurrence of an Index Cessation Event, the terms and
provisions set forth under “—Effect of an Index Cessation Event — CORRA” will apply to the CORRA Notes.
Effect of
an Index Cessation Event — CORRA
Upon the occurrence of an Index Cessation Event and related Index Cessation
Effective Date, the interest rate for a CORRA Interest Determination Date that occurs on or after such Index Cessation Effective Date will be the CAD Recommended Rate determined in accordance with (i) and (ii) below, to which the
Calculation Agent will apply the most recently published spread and make such adjustments as are necessary to account for any difference in the term, structure or tenor of the CAD Recommended Rate in comparison to CORRA, in each case that the
Company or its designee (which may be an affiliate of the Company), after consulting with the Company, determines, from time to time, and notifies to the Calculation Agent, are consistent with accepted market practice or applicable regulatory or
legislative action or guidance for the use of such Applicable Fallback Rate for debt obligations comparable to the CORRA Notes in such circumstances:
(i)
Index Cessation Effective Date with respect to CORRA. If there is a CAD Recommended Rate before the end
of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA but neither the administrator nor authorized distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date with
respect to the CAD Recommended Rate has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD
Recommended Rate.
(ii)
No CAD Recommended Rate or Index Cessation Effective Date with respect to CAD Recommended Rate. If there
is no CAD Recommended Rate before the end of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA, or there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with
respect to such CAD Recommended Rate, then the Base Rate for a CORRA Interest Determination Date that occurs on or after such applicable Index Cessation Effective Date will be the BOC Target Rate (as defined below). If neither the administrator nor
authorized distributors provide or publish the BOC Target Rate and an Index Cessation Effective Date with respect to the BOC Target Rate has not occurred, then, in respect of any day for which the BOC Target Rate is required, references to the BOC
Target Rate will be deemed to be references to the last provided or published BOC Target Rate.
Applicable Fallback
Rate Conforming Changes. Notwithstanding the foregoing, in connection with the implementation of an Applicable Fallback Rate, the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, may make
such adjustments to the Applicable Fallback Rate or the spread thereon, if any, as well as the business day convention, the calendar day count convention, interest determination dates, interest reset dates and related provisions and definitions
(including observation dates for reference rates), in each case that are consistent with accepted market practice for the use of the Applicable Fallback Rate for debt obligations such as the CORRA Notes in such circumstances.
Any determination, decision or election that may be made by the Company or the Calculation Agent, as applicable, in relation to the Applicable
Fallback Rate, including any determination with respect to an adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection: (i) will be conclusive and binding, absent manifest error; (ii) if made by the Company, will be made in the Company’s sole discretion, or, as applicable, if made by the Calculation Agent will be made after consultation
with the Company and the Calculation Agent will not make any such determination, decision or election to which the Company objects and will have no liability for not making any such determination, decision or election; and (iii) shall
become effective without consent from the holders of the CORRA Notes or any other party.
Definitions. As used in the foregoing
terms and provisions relating to the determination of CORRA:
“Applicable Fallback Rate” means the CAD Recommended Rate, or
the BOC Target Rate, as applicable;
“BOC Target Rate” means the Bank of Canada’s target for the overnight rate
as set by the Bank of Canada and published on the Bank of Canada’s website or, if the Bank of Canada does not target a single rate, the mid-point of the target range set by the Bank of Canada and so
published (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards);
“CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a
committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as provided by the administrator of that rate or,
if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;
“Index Cessation Effective Date” means, in respect of an Index Cessation Event, the first date on which CORRA or the Applicable
Fallback Rate, as applicable, is no longer provided. If CORRA or the Applicable Fallback Rate, as applicable, ceases to be provided on the same day that it is required to determine the Base Rate for an interest period pursuant to the terms of
an applicable series of CORRA Notes but it was provided at the time at which it is to be observed pursuant to the terms and provisions of such series of CORRA Notes (or, if no such time is specified in the terms and provisions of such series,
at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published; and
“Index Cessation Event” means:
(A)
a public statement or publication of information by or on behalf of the administrator or provider of CORRA or
the Applicable Fallback Rate, as applicable, announcing that it has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable; or
(B)
a public statement or publication of information by the regulatory supervisor for the administrator or provider
of CORRA or the Applicable Fallback Rate, as applicable, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, a resolution authority with
jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator or provider for CORRA or the Applicable Fallback
Rate, as applicable, which states that the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely,
provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable.
Determination of CMT Rate. If the Base Rate set forth on the face hereof is the CMT
Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the CMT Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and
Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “CMT Rate” means, with respect to any Interest Determination Date pertaining thereto:
(i) If “Refinitiv Page FRBCMT” is the specified CMT Refinitiv Page on the face hereof, the CMT Rate on the Interest
Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as set forth in the daily statistical release published by
the Federal Reserve Board available through its website at https://www.federalreserve.gov/releases/h15/, or any successor site or publication, and designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation)
(“H.15 Daily Update”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”), as such yield is displayed on Refinitiv (or
any successor service) on page FRBCMT (or any other page as may replace such page on such service) (“Refinitiv Page FRBCMT”) for such Interest Determination Date. The Calculation Agent will follow the following procedures if the
Refinitiv Page FRBCMT CMT Rate cannot be determined as described in the preceding sentence: (a) If such rate does not appear on Refinitiv Page FRBCMT, the CMT Rate on such Interest Determination Date shall be a percentage equal to the yield for
United States Treasury securities having the Index Maturity specified on the face hereof and for such Interest Determination Date as set forth in the H.15 Daily Update under the caption H.15 TCM. (b) If such rate does not appear in the H.15
Daily Update, the CMT Rate on such Interest Determination Date shall be the rate for the period of the Index Maturity specified on the face hereof as may then be published by either the Federal Reserve Board or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate that would otherwise have been published in the H.15 Daily Update. (c) If the Federal Reserve Board or the United States Department of the Treasury does not publish a
yield on United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof for such Interest Determination Date, the CMT Rate on such Interest Determination Date shall be calculated by the
Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on
such Interest Determination Date of three leading primary United States government securities dealers in New York City (which may include the Agents or their affiliates) (each, a “Reference Dealer”) 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 United
States Treasury securities with an original maturity equal to the Index Maturity specified on the face hereof, a remaining term to maturity no more than one year shorter than such Index Maturity and in a principal amount that is representative for a
single transaction in such securities in such market at such time. (d) If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate
Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be eliminated. (e) If fewer than three prices are provided as
requested, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of
the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such Interest Determination Date of three Reference Dealers
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 United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof, a remaining term to maturity closest to such Index
Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If two such United States Treasury securities with an original maturity greater than the Index Maturity specified on
the face hereof have remaining terms to maturity equally close to such Index Maturity, the quotes for the United States Treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are
provided as requested, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall
be eliminated. If fewer than three such prices are provided as requested, the CMT Rate determined as of such Interest Determination Date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however, that if there was no
preceding Interest Reset Date, the initial interest rate will remain in effect for the new Interest Reset Period.
(ii) If
“Refinitiv Page FEDCMT” is the specified CMT Refinitiv Page on the face hereof, the CMT Rate on the Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as set forth in the H.15
Daily Update under the caption H.15 TCM as such yield is displayed on Refinitiv on page FEDCMT (or any other page as may replace such page on such service) (“Refinitiv Page FEDCMT”) for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which such Interest Determination Date falls. The Calculation Agent will follow the following procedures if the Refinitiv Page FEDCMT CMT Rate cannot be determined as described in the
preceding sentence: (a) If such rate does not appear on Refinitiv Page FEDCMT, the CMT Rate on such Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof for the week or month, as
applicable, preceding such Interest Determination Date as set forth in the H.15 Daily Update under the caption H.15 TCM. (b) If such rates required to compute such average yield do not appear in the H.15 Daily Update, the CMT Rate on such
Interest Determination Date shall be the one-week or one-month, as specified on the face hereof, average yield for United States Treasury securities at “constant
maturity” having the Index Maturity specified on the face hereof as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such
Interest Determination Date falls. (c) If the Federal Reserve Board does not publish a one-week or one-month, as specified on the face hereof, average yield on
United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof for the applicable week or month, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation
Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 p.m., New York City time, on such Interest
Determination Date of three Reference Dealers 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 United States Treasury securities with an original maturity equal to the Index Maturity specified on the face hereof, a remaining
term to maturity of no more than one year shorter than such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. (d) If fewer than five but more than two such
prices are provided as requested, the CMT Rate on such Interest Determination Date shall be the rate on the Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of such quotation shall be eliminated. (e) If fewer than three prices are provided as requested, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such Interest Determination Date of
three Reference Dealers 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 United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof, a remaining term to maturity closest to such Index Maturity and in a principal
amount that is representative for a single transaction in such securities in such market at such time. If two such United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof have
remaining terms to maturity equally close to such Index Maturity, the quotes for the United States Treasury security with the shorter original term to maturity will be used. If fewer than five but more than two such prices are provided as requested,
the CMT Rate on such CMT Rate interest determination date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated. If
fewer than three such prices are provided as requested, the CMT Rate determined as of such Interest Determination Date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset
Date, the initial interest rate will remain in effect for the new Interest Reset Period.
Determination of Commercial Paper Rate.
If the Base Rate set forth on the face hereof is the Commercial Paper Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate, plus or minus any Spread, and/or
multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Commercial Paper Rate” means, with
respect to any Interest Determination Date pertaining thereto, the Money Market Yield (calculated as described below) of the rate on such date for commercial paper having the Index Maturity set forth on the face hereof, as such rate shall be
published H.15(519) prior to 3:00 p.m., New York City time, on the Calculation Date under the caption “Commercial Paper—Nonfinancial.” If the above rate is not published in H.15(519) by 3:00 p.m., New York City time, on the
Calculation Date, the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper having the Index Maturity set forth on the face hereof as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying such rate. If by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or
another recognized electronic source, the Commercial Paper Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on such Interest Determination Date of three leading dealers in U.S. dollar commercial paper in New York City selected
by the Calculation Agent for commercial paper having the Index Maturity set forth on the face hereof placed for an industrial issuer whose bond rating is “AA,” or the equivalent, from a nationally recognized securities rating
organization. However, if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in the previous sentence, the Commercial Paper Rate will remain the Commercial Paper Rate then in effect on such
Interest Determination Date.
“Money Market Yield” shall be a yield (expressed as a percentage) calculated in
accordance with the following formula:
where “D” refers to the applicable annual 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 the interest is being calculated.
Determination of EURIBOR. If the Base Rate set forth on the face hereof is EURIBOR, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to EURIBOR, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face
hereof. With respect to Securities indexed to EURIBOR, unless otherwise set forth on the face hereof, the Calculation Agent will determine EURIBOR on each EURIBOR Interest Determination Date, which is the second T2 Business Day prior to the Interest
Reset Date for each Interest Reset Period.
Unless otherwise specified on the face hereof, EURIBOR means, with respect to any Interest
Determination Date, a Base Rate equal to the interest rate for deposits in euro designated as “EURIBOR” as sponsored, calculated and published by EMMI having the index maturity specified on the face hereof, as that rate appears on
Refinitiv Page EURIBOR01 (or any other page as may replace such page on such service) (“Refinitiv Page EURIBOR01”) as of 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date.
Unless otherwise specified on the face hereof, the following procedures will be followed if EURIBOR cannot be determined as described above:
(I) If the rate described above does not appear on Refinitiv Page EURIBOR01, EURIBOR will be determined on the basis of the rates, at
approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of four major banks
in that market selected by the Calculation Agent, after consultation with the Company: euro deposits having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in a representative amount. The Calculation Agent will
request that the principal euro-zone office of each of these banks provide a quotation of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of those quotations.
(II) If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR
Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 a.m., Brussels time on that EURIBOR Interest Determination Date, by three major banks in
the euro-zone selected by the Calculation Agent: loans of euro having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in an amount that is representative of a single transaction in euro in that market at the time.
(III) If fewer than three banks selected by the Calculation Agent are quoting as described above, EURIBOR for the new interest period will
be EURIBOR in effect for the prior interest period. If the initial Base Rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period.
Notwithstanding, and at any time during the application of, the foregoing procedures, if the Company or its designee determines that a
Benchmark Event has occurred in relation to any Notes that reference EURIBOR, then, pursuant to the provisions described under “Benchmark Discontinuation—Reference Rate Replacement—EURIBOR,” the Company will use reasonable
efforts to appoint an Independent Financial Adviser for the determination (with the Company’s agreement) of, amongst other items, a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree
that there is no Successor Rate, an Alternative Benchmark Rate (as defined below) and, in each case, an Adjustment Spread (as defined below) and the provisions described under “Benchmark Discontinuation—Reference Rate
Replacement—EURIBOR” shall, in such circumstances, apply to the EURIBOR Notes.
Benchmark
Discontinuation—Reference Rate Replacement—EURIBOR
Notwithstanding the foregoing, if the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, determines that a Benchmark Event (as defined below) has occurred when any interest rate (or the relevant component part thereof) remains to be determined by reference to
EURIBOR, then the following provisions shall apply:
•
the Company will use reasonable efforts to appoint an Independent Financial Adviser (as defined below) for the
determination (with the Company’s agreement) of a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree that there is no Successor Rate, an alternative rate (the “Alternative
Benchmark Rate”) and, in either case, an alternative screen page or source (the “Alternative Relevant Screen Page”) and an Adjustment Spread (as defined below) (if applicable) no later than three Business Days prior to the relevant
Interest Determination Date relating to the next succeeding interest period (the “IA Determination Cut-off Date”) for purposes of determining the interest rate applicable to the Notes for all
future interest periods;
•
the Alternative Benchmark Rate will be such rate as the Company and the Independent Financial Adviser agree has
replaced the relevant reference rate in customary market usage for the purposes of determining the applicable interest rate or, if the Company and the Independent Financial Adviser agree that there is no such rate, such other rate as the Company and
the Independent Financial Adviser agree is most comparable to the relevant reference rate, and the Alternative Relevant Screen Page shall be such page of an information service as displays the Alternative Benchmark Rate;
•
if the Company is unable to appoint an Independent Financial Adviser, or if the Company and the Independent
Financial Adviser cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the IA Determination Cut-off Date in accordance with the
clause immediately above, then the Company may determine which (if any) rate has replaced the relevant reference rate in customary market usage for purposes of determining the applicable interest rate or, if the Company determines that there is no
such rate, which (if any) rate is most comparable to the relevant reference rate, and the Alternative Benchmark Rate will be the rate so determined by the Company, and the Alternative Relevant Screen Page will be such page of an information service
as displays the Alternative Benchmark Rate; provided, however, that if this clause applies and the Company is unable or unwilling to determine an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the Interest Determination
Date relating to the next succeeding interest period in accordance with this clause, the reference rate applicable to such interest period will be determined pursuant to the interest rate provisions for Notes referencing EURIBOR as applicable and as
outlined above under the captions “EURIBOR Notes”;
•
if a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page is determined in
accordance with the preceding provisions, such Successor Rate or such Alternative Benchmark Rate and such Alternative Relevant Screen Page will be the benchmark and the Relevant Screen Page in relation to the Notes for all future interest periods;
•
if the Company determines, together with the Independent Financial Adviser, that (A) an Adjustment Spread is
required to be applied to the Successor Rate or the Alternative Benchmark Rate and (B) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread will be applied to the Successor Rate or the
Alternative Benchmark Rate for each subsequent determination of a relevant interest rate and Interest Amount(s) (or a component part thereof) by reference to such Successor Rate or such Alternative Benchmark Rate;
•
if a Successor Rate or an Alternative Benchmark Rate and/or Adjustment Spread is determined in accordance with
the above provisions, the Company may also specify additional changes applicable to the Notes, and the method for determining the fallback rate in relation to the Notes, to follow market practice in relation to the Successor Rate or the Alternative
Benchmark Rate and/or the Adjustment Spread, which changes shall apply to the Notes for all future interest periods; and
•
the Company will promptly, following the determination of any Successor Rate or any Alternative Benchmark Rate
and any Alternative Relevant Screen Page and any Adjustment Spread (if any), give notice thereof and of any changes pursuant to the clause immediately above to the Calculation Agent, the fiscal and paying agent and the holders of the Notes.
“Adjustment Spread” means either a spread (which may be positive or negative) or
a formula or methodology for calculating a spread, which the Company determines should be applied to the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), as a result of the replacement of the relevant reference
rate with the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), and is the spread, formula or methodology which:
•
in the case of a Successor Rate, is recommended or formally provided as an option for parties to adopt, in
relation to the replacement of the reference rate with the Successor Rate by any Relevant Nominating Body; or
•
in the case of a Successor Rate for which no such recommendation has been made, or option provided, or in the
case of an Alternative Benchmark Rate, the spread, formula or methodology which the Company determines to be appropriate to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
the case may be) to holders as a result of the replacement of the reference rate with the Successor Rate or the Alternative Benchmark Rate (as applicable).
“Benchmark Event” means:
(a) the relevant reference rate (or component thereof) has ceased to be published on the Relevant Screen Page as a result of such benchmark (or
component thereof) ceasing to be calculated or administered; or
(b) a public statement by the administrator of the relevant reference rate
(or component thereof) that it will cease publishing such reference rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of such reference rate) (or component thereof);
or
(c) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof) that such reference
rate (or component thereof) has been or will be permanently or indefinitely discontinued; or
(d) a public statement by the supervisor of
the administrator of the relevant reference rate (or component thereof) that means that such reference rate (or component thereof) will be prohibited from being used or that its use will be subject to restrictions or adverse consequences; or
(e) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof) that, in the view of such
supervisor, such reference rate (or component thereof) is no longer representative of an underlying market; or
(f) it has or will become
unlawful for the Calculation Agent or the Company to calculate any payments due to be made to any holder using the relevant reference rate (or component thereof) (including, without limitation, under the Benchmarks Regulation (EU) 2016/1011, if
applicable),
provided that the Benchmark Event shall be deemed to occur only (i) in the case of paragraphs
(b) and (c) above, on the date of the cessation of the relevant reference rate (or component thereof) or the discontinuation of the reference rate (or component thereof), as the case may be, (ii) in the case of paragraph (d) above, on
the date of prohibition of use of the reference rate (or component thereof) and (iii) in the case of paragraph (e) above, on the date with effect from which the reference rate (or component thereof) will no longer be (or will be deemed by
the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the public statement, and, in each case, not the date of the relevant public statement.
“euro-zone” means, at any time, the region comprised of the member states of the European Economic and Monetary Union that, as of
that time, have adopted a single currency in accordance with the Treaty on European Union of February 1992.
“Independent Financial
Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets, in each case appointed by the Company.
“Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable):
•
the European Union, the central bank, reserve bank, monetary authority or similar institution for the currency to
which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
•
any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator
of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
“Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent
Financial Adviser (with the Company’s agreement) determines is a successor to or replacement of the relevant reference rate which is formally recommended by any Relevant Nominating Body.
Determination of Federal Funds Rate. If the Base Rate set forth on the face hereof is the Federal Funds Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with reference to the Federal Funds Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest
Rate, if any, set forth on the face hereof.
Unless otherwise specified on the face hereof, “Federal Funds Rate” means
the rate determined by the Calculation Agent, with respect to any Interest Determination Date, in accordance with the following provisions:
(i) If “Federal Funds (Effective) Rate” is the specified Federal Funds Rate on the face hereof, the Federal Funds Rate as of
the applicable Interest Determination Date shall be the rate with respect to such date for United States dollar Federal Funds as published in the daily update of H.15(519) opposite the caption “Federal Funds (Effective),” as such
rate is displayed on Refinitiv on page FEDFUNDS1 (or any other page as may replace such page on such service) (“Refinitiv Page FEDFUNDS1”) under the heading “EFFECT,” or, if such rate is not so published by 3:00
p.m., New York City time, on the Calculation Date, the rate with respect to such Interest Determination Date for United States dollar Federal Funds as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of
displaying such rate, under the caption “Federal Funds (Effective).” If such rate does not appear on Refinitiv Page FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00
p.m., New York City time, on the related Calculation Date, then the Federal Funds Rate with respect to such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar Federal Funds arranged by three leading brokers of U.S. dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent, prior to
9:00 a.m., New York City time, on the Business Day following such Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds
Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such
Federal Funds Rate Interest Determination Date.
(ii) If “Federal Funds Open Rate” is the specified Federal Funds Rate
on the face hereof, the Federal Funds Rate as of the applicable Interest Determination Date shall be the rate on such date under the heading “Federal Funds” for the relevant Index Maturity and opposite the caption
“Open” as such rate is displayed on Refinitiv on page 5 (or any other page as may replace such page on such service) (“Refinitiv Page 5”), or, if such rate does not appear on Refinitiv Page 5 by 3:00 p.m., New
York City time, on the Calculation Date, the Federal Funds Rate for the Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening
Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If such rate does not appear on Refinitiv Page 5 or is not displayed on FFPREBON Index page on Bloomberg or another recognized electronic source by 3:00 p.m., New York City time, on
the related Calculation Date, then the Federal Funds Rate on such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar
Federal Funds arranged by three leading brokers of United States dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such
Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate Interest Determination Date.
(iii) If “Federal Funds Target Rate” is the specified Federal Funds Rate
on the face hereof, the Federal Funds Rate as of the applicable Interest Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00
p.m., New York City time, on the Calculation Date, the Federal Funds Rate for such Interest Determination Date will be the rate for that day appearing on Refinitiv Page USFFTARGET= (or any other page as may replace such page on such service)
(“Refinitiv Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Refinitiv Page USFFTARGET= by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal
Funds Rate on such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of
United States dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date;
provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate Interest Determination Date.
Determination of Prime Rate. If the Base Rate set forth on the face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the Prime Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth
on the face hereof. Unless otherwise set forth on the face hereof, the “Prime Rate” means, with respect to any Interest Determination Date pertaining thereto, the prime rate or base lending rate on such date as published in
H.15(519) by 3:00 p.m., New York City time, on the Calculation Date for that Interest Determination Date, under the caption “Bank Prime Loan” (or any other heading that is the then applicable heading established to describe such
Index Maturity). If such rate is not yet published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Prime Rate will be the rate on such Interest Determination Date as published in H.15
Daily Update, or such other recognized source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.”
If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the
Calculation Date, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on “USPRIME1” as that bank’s Prime Rate or base
lending rate as of 11:00 a.m., New York City time, on such Interest Determination Date. If at least one rate but fewer than four such rates appear on the USPRIME1 for such Interest Determination Date, the Prime Rate shall be the arithmetic mean of
the Prime Rates or base lending rates quoted (on the basis of the actual number of days in the year divided by 360) as of the close of business on such Interest Determination Date by three major money center banks in New York City selected by the
Calculation Agent. If the banks selected by the Calculation Agent are not quoting as mentioned above, the Prime Rate will remain the Prime Rate then in effect on the Interest Determination Date.
“USPRIME1” means the display on the Refinitiv 3000 Xtra Service (or any
successor service) on the “USPRIME1 Page” (or such other page as may replace the USPRIME1 Page on such service) for the purpose of displaying Prime Rates or base lending rates of major U.S. banks.
Determination of SOFR. Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date (each as defined
below in this “—Determination of SOFR” section), if the Base Rate set forth on the face hereof is SOFR, this Security will bear interest for each Interest Reset Period at the interest rate calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as may be published at such time by the SOFR Administrator
(as defined below) or calculable at such time by reference to such published rates, in each case as specified in the applicable pricing supplement, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum
Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof.
SOFR Notes will be Compounded SOFR Notes or Compounded
SOFR Index notes, as described below, unless otherwise specified on the face hereof.
Unless the face hereof specifies otherwise, the
interest rate applicable for each interest period will be the rate determined by the Calculation Agent, with respect to any Interest Determination Date relating to a floating rate note or fixed rate/floating rate note for which the interest rate is
determined with reference to SOFR (a “SOFR Interest Determination Date”) at a Base Rate equal to compounded daily SOFR (“Compounded SOFR”), calculated as described below or by any other method of calculation specified on the
face hereof.
The amount of interest accrued and payable on SOFR Notes for each interest period will be equal to the product of
(i) the outstanding principal amount of SOFR Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the relevant interest period multiplied by (b) the quotient of the
actual number of calendar days in such interest period (or other applicable period) divided by 360.
Promptly upon such determination, the
Calculation Agent will notify the Company of the floating interest rate for the relevant interest period. Any calculation or determination by the Calculation Agent with respect to the floating interest rate will be made in the Calculation
Agent’s sole discretion and will be conclusive and binding absent manifest error.
The SOFR Interest Determination Date for
Compounded SOFR Notes and Compounded SOFR Index Notes means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant
interest period, as specified on the face hereof. Unless the face hereof specifies otherwise, the SOFR Interest Determination Date for each interest period will be two U.S. Government Securities Business Days preceding the applicable Interest
Payment Date (or Maturity Date, Redemption Date, or Repayment Date).
Notwithstanding the foregoing paragraphs, if the Company or its designee (which may be an
affiliate of the Company), after consulting with the Company, determines on or prior to the relevant SOFR Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then
the provisions set forth below under the heading “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date,” which are referred to as the “benchmark transition provisions” herein, will thereafter
apply to all determinations of the rate of interest payable on the SOFR Notes. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest
that will be payable for each interest period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus or minus the spread specified on the face hereof.
Compounded SOFR Notes
If the face hereof specifies the calculation method for any SOFR Note as being “Compounded SOFR,” then “Compounded
SOFR,” with respect to any interest period, means the rate of return of a daily compounded interest investment calculated in accordance with the following formula:
where:
“d0”, for any observation period, means the number of U.S.
Government Securities Business Days in the relevant observation period;
“i” means a series of whole numbers from one
to d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in the
relevant observation period;
“SOFRi”, for any U.S.
Government Securities Business Day “i” in the relevant observation period, is equal to SOFR in respect of that day “i”;
“ni”, for any U.S. Government Securities Business Day
“i” in the relevant observation period, is the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business
Day (“i+1”);
“d” means the number of calendar days in the relevant observation period;
“observation period” means, in respect of each interest period, the period from, and including, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify on the face hereof) preceding the first date in such interest period to, but excluding, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify on the face hereof) preceding the Interest Payment Date for such interest period (or, in the case of the final interest
period, the Maturity Date or earlier Redemption Date or Repayment Date);
“SOFR” means, with respect to any U.S. Government Securities Business Day:
(1) the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on the immediately following U.S. Government Securities Business Day (the “SOFR Determination Time”); or
(2) if the rate specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement
Date (as each such term is defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have occurred, the Secured Overnight Financing Rate as published in respect of the first preceding U.S.
Government Securities Business Day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website; or
(3) If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Benchmark Replacement, subject to the
provisions described, and as defined, below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date.”
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing
Rate);
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source. The foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not part of this document and is not incorporated herein by reference;
and
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities
Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Compounded SOFR Index Notes
If the face
hereof specifies the calculation method for any SOFR Note as being “Compounded Index Rate,” then “Compounded SOFR,” with respect to any interest period, means the rate computed in accordance with the following formula:
where:
“SOFR IndexStart” is the SOFR Index value for the day which
is two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified on the face hereof, preceding the first date of the relevant interest period;
“SOFR IndexEnd” is the SOFR Index value for the day which is
two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified on the face hereof, preceding the Interest Payment Date relating to the relevant interest period; and
“dc” is
the number of calendar days from (and including) SOFR IndexStart to (but excluding) SOFR IndexEnd.
“SOFR Index” means, with respect to any U.S. Government Securities Business Day:
(1)
the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:
(2)
if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time,
then:
(i)
if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below under
“—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “—SOFR Index Unavailable”
provisions below; or
(ii)
if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR,
then Compounded SOFR shall be the rate determined pursuant to the “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date” provisions below.
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
SOFR Index Unavailable
If a SOFR
IndexStart or SOFR IndexEnd is not published on the associated SOFR Interest Determination Date and a Benchmark
Transition Event and its related Benchmark Replacement Date (each as defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, “Compounded
SOFR” means, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such
formula, published on the SOFR Administrator’s Website at www.newyorkfed.org/markets/reference-rates/additional-information-about-reference-rates. For the purposes of this provision, references in the SOFR Averages compounding formula and
related definitions to “calculation period” shall be replaced with “observation period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day “i” in the
observation period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was
published on the SOFR Administrator’s Website.
Effect of Benchmark Transition Event and Related Benchmark Replacement Date
Benchmark Replacement. If the Company or its designee (which may be an affiliate of the Company), after consulting with the
Company, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to the then-current Benchmark for the SOFR Notes, the applicable Benchmark Replacement
will replace the then-current Benchmark for the SOFR Notes for all purposes relating to the SOFR Notes in respect of all determinations on such date and for all determinations on all subsequent dates.
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations. Any determination, decision or election that may be made by the Company or its designee (which may be an
affiliate of the Company) pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an
event, circumstance or date and any decision to take or refrain from taking any action or any selection: (a) will be conclusive and binding absent manifest error; (b) if made by the Company, will be made in our sole discretion; (c) if
made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and (d) notwithstanding anything to the contrary
herein, the Indenture or the SOFR Notes, shall become effective without consent from the holders of the SOFR Notes or any other party.
The Calculation Agent shall have no liability for not making any determination, decision or election pursuant to the benchmark transition
provisions. The Company may designate an entity (which entity may be a Calculation Agent and/or its affiliate) to make any determination, decision or election that the Company has the right to make in connection with the benchmark transition
provisions set forth herein or in the applicable pricing supplement.
Certain Defined Terms. As used in this
“—Determination of SOFR” section with respect to any Benchmark Transition Event and implementation of the applicable Benchmark Replacement and Benchmark Replacement Conforming Changes:
“Benchmark” means, initially, the Specified SOFR; provided that if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to such Specified SOFR or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first
alternative set forth in the order below that can be determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, producing a commercially reasonable result as of the Benchmark Replacement
Date:
(1)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;
(2)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
(3)
the sum of: (a) the alternate rate of interest that has been selected by the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, as of the Benchmark Replacement Date:
(1)
the spread adjustment (which may be a positive or negative value or zero), or method for calculating or
determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body or determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with
the method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement;
(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA
Fallback Adjustment;
(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, after giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Interest Period,” the manner, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors (including changes to the definition of
“Corresponding Tenor” solely when such tenor is longer than the interest period) and other administrative matters) that the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company, the Calculation Agent or the
Company’s designee (which may be an affiliate of the Company), after consulting with the Company, decides that implementation of any portion of such market practice is not administratively feasible or if the Company or its designee (which may
be an affiliate of the Company), after consulting with the Company, determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee (which may be an affiliate of the Company), after
consulting with the Company, determines is appropriate).
“Benchmark Replacement Date” means the earliest to occur of the following events
with respect to the then-current Benchmark:
(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise
to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current
Benchmark (including the daily published component used in the calculation thereof):
(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such
component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide the Benchmark (or such component);
(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark
(or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the
Benchmark (or such component); or
(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark announcing that the Benchmark is no longer representative.
“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor
(including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
“ISDA Definitions” means the 2021 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for
derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR calculated
by reference to daily SOFR, the SOFR Determination Time, and (2) if the Benchmark is Compounded SOFR calculated by reference to SOFR Index, the SOFR Index Determination Time, and (3) if the Benchmark is not Compounded SOFR calculated by
reference to SOFR or SOFR Index, the time determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the SOFR Administrator on the
SOFR Administrator’s Website.
“Specified SOFR” means the Compounded SOFR, as described above, or another Base Rate
calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as
specified on the face hereof of the SOFR Notes.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding
the Benchmark Replacement Adjustment.
Determination of Treasury Rate. If the Base Rate set forth on the face hereof is the
Treasury Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Treasury Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum
Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Treasury Rate” means, with respect to any Interest Determination Date pertaining thereto, the
rate from the auction of direct obligations of the United States (“Treasury bills”) held on such
Interest Determination Date having the Index Maturity set forth on the face hereof under the caption “INVEST RATE” on the display on Refinitiv on page USAUCTION10 (or any other
page as may replace such page on such service) or page USAUCTION11 (or any other page as may replace such page on such service) by 3:00 p.m., New York City time, on the Calculation Date for such Interest Determination Date. However, if not yet
published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date (unless the calculation is made earlier and the rate is available from that source at that time), the Treasury Rate will be the Bond
Equivalent Yield (as defined below) of the auction rate of such Treasury bills of the kind described above, as announced by the United States Department of the Treasury. If the results of the most recent auction of Treasury bills having the Index
Maturity set forth on the face hereof are not so announced as described above by 3:00 p.m., New York City time, on such Calculation Date, or if no auction is held for the relevant week, then the Treasury Rate will be the Bond Equivalent Yield on
such Interest Determination Date of Treasury bills having the Index Maturity specified on the face hereof as published in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the
caption “U.S. government securities—Treasury bills (secondary market)” (or any successor caption or heading). If such rate is not published in the H.15 Daily Update or another recognized electronic source by 3:00 p.m., New
York City time, on the related Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the Calculation Agent will determine the Treasury Rate to be the Bond Equivalent Yield of
the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers (which may include the Agents or
their affiliates) selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity set forth on the face hereof. However, if fewer than three dealers selected by the Calculation Agent are
quoting as mentioned in the prior sentence, the Treasury Rate for the new Interest Reset Period will be the Treasury Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset Date, the initial
interest rate will remain in effect for the new Interest Reset Period.
“Bond Equivalent Yield” means a yield
(expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable per annum rate for Treasury bills quoted on a bank discount basis and
expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.
Section 4. Redemption. If so specified on the face hereof, the Company may at its option redeem this Security in whole or from
time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security (except in the case of a Discount Security)) on or after the date
designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by the
Initial Redemption Percentage
specified on the face hereof, together with accrued interest to the Redemption Date, provided that any such redemption will be subject to the prior approval of the Board of Governors of the
Federal Reserve System or its delegee (the “Federal Reserve”), if then required. Such Initial Redemption Percentage, if more than 100% , shall decline at each anniversary of the Initial Redemption Date by an amount equal to the
Annual Redemption Percentage Reduction specified on the face hereof until the redemption price is 100% of such amount. The Company may exercise such option by causing the Trustee to, or cause the Paying Agent to, deliver a notice of such redemption
at least five but not more than 60 days prior to the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all the Securities of the series, of which this Security is a part, with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular
Securities to be redeemed and shall notify the Trustee in writing thereof at least 60 days prior to the relevant redemption date, unless a shorter notice period shall be satisfactory to the Trustee. If less than all of the Securities with like tenor
and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.
Section 5. Repayment. If so specified on the face hereof, this Security shall be repayable prior to the Stated Maturity at the
option of the Holder on each applicable Repayment Date shown on the face hereof at the Repayment Price shown on the face hereof, together with accrued interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent must
receive at least 10 but not more than 60 days prior to a Repayment Date this Security with the form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set forth in Section 308 of the Indenture, any
tender of this Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be
less than the minimum authorized denomination hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities for the remaining principal amount hereof shall be issued in the name of the Holder of this Security.
Section 6. Sinking Fund. This Security will not be subject to any sinking fund.
Section 7. Discount Securities. If this Security (such Security being referred to as an “Discount Security”)
(a) has been issued at an Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax rules applicable to original issue discount instruments), than its “stated redemption price at
maturity” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) would be considered an original issue discount security for United States
federal income tax purposes, then the amount payable on this Security in the event of redemption by the Company, repayment at the option of the Holder, or acceleration of maturity upon certain events of bankruptcy, insolvency or reorganization of
the Company or receivership or conservatorship of a Major Bank (as defined in the Indenture), in lieu of the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as defined below) of this Security as of the date of
such redemption, repayment or acceleration. The “Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus (b) ) the portion of the difference
between the Issue Price and the principal amount of the Discount Security that has been amortized at the stated yield of the Discount Security, computed in accordance with the rules set forth in the Code, and applicable Treasury regulations, at the
date as of which the Amortized Face Amount is calculated.
Section 8. Modifications and Waivers. 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. Such amendment may be effected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected thereby. The Indenture also contains provisions permitting the
Holders of not less than 66-2/3% in principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the
Indenture. Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all the
Securities of such series and any related coupons certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this
Security and of any Security 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 Security[, provided no action provided in this Section shall
be taken without the Company’s consent where it would result in the Notes not being Tier 2 capital for Federal Reserve purposes].
Section 9. Subordination; Obligations of the Company Absolute. The indebtedness evidenced by the Securities of this series is, to
the extent provided in the Indenture, subordinated and subject in right of the payment in full of the principal of (and premium, if any) and interest on all Senior Indebtedness, as defined in the Indenture, and this Security is issued subject to the
provisions of the Indenture with respect thereto. The Indenture provides that in the event of insolvency, bankruptcy, receivership, reorganization, liquidation or similar proceedings of the Company (an “insolvency event”), all
Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on, the Securities of this series. Each Holder of this Security, by accepting the same, agrees that each holder of Senior Indebtedness, whether
created or acquired before or after the issuance of the Securities of this series, shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. The Indenture
also provides that if, upon the occurrence of an insolvency event relating to the Company, there remains, after giving effect to the subordination provisions referred to in Section 1614 of the Indenture, any amount of cash, property or
securities available for payment or distribution in respect of Securities of this series (as defined in the Indenture, “Excess Proceeds”), and if, at such time, any Entitled Person (as defined in the Indenture) has not received
payment in full of all amounts due or to become due on or in respect of Other Senior Obligations (as defined in the Indenture), then such Excess Proceeds shall first be applied to pay or provide for the payment in full of such Other Senior
Obligations before any payment or distribution may be made in respect of the Securities of this series. This Security is also issued subject to the provisions of the Indenture regarding payments to Entitled Persons in respect of Other Senior
Obligations. Each Holder of this Security, by accepting the same, agrees to be bound by the provisions of the Indenture described herein and authorizes and directs the Trustee to take such action on his behalf as may be necessary or appropriate to
acknowledge or effectuate the subordination of this Security and payment of Excess Proceeds as provided in the Indenture and appoints the Trustee his attorney-in-fact
for any and all such purposes.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the Specified Currency herein prescribed.
Section 10. Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this
Security, unless otherwise specified on the face hereof.
Section 11. Authorized Denominations. Unless otherwise provided on
the face hereof, this Security is issuable only in registered form without coupons issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. If this Security is denominated in a Specified Currency
other than U.S. dollars or is a Discount Security, this Security shall be issuable in the denominations set forth on the face hereof.
Section 12. Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set
forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of Securities of which this Security is a part, 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 his attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
If
the registered owner of this Security is the Depository (such a Security being referred to herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to the Company or (ii) an Event of Default occurs, the Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company
may at any time determine not to have Securities represented by this Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security representing such Security. In any such instance, an
owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $2,000 (or such other denomination as shall be specified by the Company) or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form
only, without coupons.
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 Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
Section 13. Events of Default. If an Event of Default with respect to the Securities of the series of which this
Security forms a part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security which are defined in the Indenture and are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.
Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the laws of the State of New York.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT -
Custodian
(Cust.)
(Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the within
Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises.
Dated _________________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to 100% of the principal amount thereof, together with interest thereon
accrued to, but excluding, the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received at
least 10 but not more than 60 days prior to the Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day) by the Company at its office or agency, which will be located initially at the office of the Paying
Agent at Deutsche Bank Trust Company Americas, 1 Columbus Circle, New York, New York 10019, Attention: Corporate Trust & Agency Services.
If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $1,000 or an
integral multiple thereof) which is to be repaid: $_______________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral multiple of $1,000; provided that any remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $_____________________.
Dated: _________________________
Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.
Exhibit 4.3(h)
THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
[THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL, INTEREST AND PREMIUM, AND
ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF KEYCORP, INCLUDING ALL OBLIGATIONS TO KEYCORP’S GENERAL CREDITORS (OTHER THAN OBLIGATIONS TO TRADE CREDITORS INCURRED IN THE ORDINARY COURSE OF THE KEYCORP’S
BUSINESS). THIS SECURITY IS NOT SECURED BY ANY ASSETS OF KEYCORP OR BY THE ASSETS OF ANY OF ITS SUBSIDIARIES OR AFFILIATES, IS NOT GUARANTEED BY ANY OF KEYCORP’S SUBSIDIARIES OR AFFILIATES, AND IS INELIGIBLE AS COLLATERAL TO SECURE A LOAN OR
EXTENSION OF CREDIT FROM KEYCORP OR ANY OF ITS SUBSIDIARIES.]
CUSIP NO.
[ISIN: ]
[Common
Code: ]
REGISTERED PRINCIPAL AMOUNT $
No. FX-RST -
KEYCORP
FORM OF
SUBORDINATED MEDIUM-TERM NOTE, SERIES V
(FIXED RATE RESET)
Due from 9
Months or More from Date of Issue
If the registered owner of this Security (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its
agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
If the registered owner of this Security (as indicated below) is [_______________] (“[______]”)
or a nominee of [___________], this Security is a Global Security and the following legend applies:
Unless this certificate is presented by an
authorized representative of [____________________] (the “Depository”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [____________________] or in
such other name as is requested by an authorized representative of the Depository (and any payment is made to [____________________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, [____________________], has an interest herein.
Thereafter the following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a whole
by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.
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.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
MINIMUM DENOMINATIONS:
☐ $2,000
☐ Other:
SPECIFIED CURRENCY:
United States Dollars:
☐ YES ☐ NO
FOREIGN CURRENCY:
EXCHANGE RATE AGENT:
PAYING AGENT:
PLACE OF PAYMENT:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED CURRENCY OTHER THAN
U.S.
DOLLARS: ☐ YES ☐ NO
INITIAL INTEREST RATE:
RESET DATE(S):
RESET REFERENCE RATE:
SPREAD (PLUS OR MINUS):
SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
COMPUTATION PERIOD:
INTEREST PAYMENT DATES IF OTHER THAN JUNE 15 AND DECEMBER 15:
REGULAR RECORD DATES:
OPTIONAL
REDEMPTION: ☐ YES ☐ NO
INITIAL REDEMPTION DATE:
ADDITIONAL REDEMPTION DATES:
DAY COUNT CONVENTION:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE
REDUCTION:
OPTION TO ELECT REPAYMENT:☐ YES ☐ NO
REPAYMENT DATE(S):
REPAYMENT PRICE:
ADDITIONAL AMOUNTS:
DEFEASANCE:☐ YES ☐ NO
COVENANT DEFEASANCE: ☐ YES ☐ NO
OPTIONAL INTEREST RATE RESET:
☐ YES ☐ NO
OPTIONAL INTEREST RATE
RESET DATES:
OPTIONAL EXTENSION OF MATURITY:
☐ YES ☐ NO
LENGTH OF EXTENSION
PERIOD:
NUMBER OF EXTENSION PERIODS:
TOTAL AMOUNT OF OID
(for Discount Securities only):
ORIGINAL YIELD TO MATURITY (for
Discount Securities only):
INITIAL ACCRUAL PERIOD OID (for
Discount Securities only):
OTHER/DIFFERENT PROVISIONS:
KEYCORP, an Ohio corporation (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [________] or registered assigns, the principal sum of [__________________ DOLLARS ($ )] on the Stated Maturity shown
above (except to the extent redeemed, repaid, renewed or extended prior to the Stated Maturity) and to pay interest on such principal sum at the Interest Rate shown above from the Original Issue Date shown above or from the most recent Interest
Payment Date to which interest, if any, has been paid or duly provided for, semi-annually on June 15 and December 15 of each year, commencing on [________] (unless other Interest Payment Dates are shown on the face hereof and except as
provided in the next succeeding paragraph) (each, an “Interest Payment Date”) until the principal hereof is paid or made available for payment and on the Stated Maturity, any Redemption Date or Repayment Date (such terms are
together hereinafter referred to as the “Maturity Date” with respect to the principal repayable on such date); provided, however, that any payment of principal, premium, if any, or interest, if any, to be made on any
Interest Payment Date or on the Maturity Date that is not a Business Day (as defined below) shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the Maturity Date, as the case
may be, and no additional interest will accrue from and after the Maturity Date or Interest Payment Date as a result of such delayed payment.
For purposes of this Security, unless otherwise specified on the face hereof, “Business Day” means as follows: (i) for
notes denominated in a specified currency other than U.S. dollars or the euro, the term Business Day means any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or
obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the principal financial center of the country of the relevant specified currency (if other than New York City);
(ii) for notes denominated in the euro or with a base rate of EURIBOR, the term Business Day means any day that is not a Saturday or Sunday and that is not a day that banking institutions in London are generally authorized or obligated by law or
executive order to close and is also a T2 Business Day; and (iii) in all other circumstances, any day that is not a Saturday or Sunday and that is not a day that banking institutions in New York City are generally authorized or obligated by law
or executive order to close.
“Principal Financial Center” means (i) the capital city of the country issuing the
Specified Currency, or (ii) the capital city of the country to which the designated currency relates, as applicable, except, in the case of (i) or (ii) above, that with respect to United States dollars, Australian dollars, Canadian
dollars, euro, New Zealand dollars, South African rand and Swiss francs, the “Principal Financial Center” shall be New York City and (solely in the case of the Specified Currency) Sydney, Toronto, Brussels, Wellington, Johannesburg and
Zurich, respectively.
“T2 Business Day” means a day on which the Trans-European Automated Real Time Gross Settlement
Express Transfer payment system (which utilizes a single shared platform and which was launched on November 19, 2007) (or any successor or replacement for that system) is open for the settlement of payment in the euro.
Any interest hereon is accrued from, and including, the immediately preceding Interest
Payment Date in respect of which interest, if any, has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid) to, but excluding, the succeeding Interest Payment Date or the Maturity Date, as the
case may be. The interest, if any, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (referred to on the reverse hereof), be paid to the person (the “Holder”) in
whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Interest Payment Date or as otherwise specified above (each, a
“Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest Payment Date relating to such Regular Record Date, interest, if any, for the period
beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record Date to the Holder hereof on such next succeeding Regular Record Date; and
provided further that interest, if any, payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually paid or duly provided for (“Defaulted
Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a
special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given to the Holder of this Security 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.
Unless otherwise specified above, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency
shown above unless the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect
hereof into U.S. dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all payments in such Specified Currency by delivery of a written request to
the corporate trust office of the Paying Agent in New York City, on or prior to the applicable Regular Record Date or at least 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing, mailed or hand delivered, or by
facsimile or other electronic transmission. Unless otherwise specified above, the Holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest payments and need not file a separate election
for each 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 at least 15 days prior to the
Stated Maturity, as the case may be. Notwithstanding the foregoing, if the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls, because it is no longer used
by the government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s
control, then, until such Specified Currency is again available or used, the Holder hereof may not so elect to receive payments in the Specified Currency and any such outstanding election shall be automatically suspended, until the Company
determines that the Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, other than as a result
of the European Monetary Union, such as by an official redenomination of any such Specified Currency that is a composite currency, the obligations of the Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is
itself officially redenominated.
Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof; provided, however, that, if the Holder hereof is the Holder of U.S.$1,000,000 (or the equivalent) or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or different terms and provisions), such interest payments may be made by wire transfer of immediately available funds, but only if appropriate instructions have been received in
writing by the Paying Agent on or prior to the applicable Regular Record Date. Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be paid in immediately available funds
upon surrender of this Security at the corporate trust office of the Paying Agent maintained for that purpose in New York City, New York (or at such other location as may be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as otherwise provided above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are
made.
Unless otherwise specified on the face hereof, interest on this Security, if any, will be computed and paid on the basis of a 360-day year of twelve 30-day months.
REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATING TO THE
SUBORDINATION OF THIS SECURITY TO THE COMPANY’S SENIOR INDEBTEDNESS.
Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Authorized Signatory
[REVERSE OF NOTE]
KEYCORP
SUBORDINATED MEDIUM-TERM
NOTE, SERIES V
Section 1. General. This Security is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company, issued and to be issued in one or more series under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental
Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as of June 16, 2023, copies of which are available from the Company or the Trustee. This Security is one of the series designated on the face hereof that is
unlimited in aggregate principal amount.
Section 2. Interest. This Security will bear interest initially at a fixed interest
rate for a specified portion of the applicable term and then reset such fixed interest rate to a fixed rate determined by reference to a “Reset Reference Rate” at one or more specified intervals for the remainder of such term as
determined in accordance with the terms and provisions set forth on the face hereof and below under “—Determination of Interest Rates for Fixed Rate Reset Notes” and “—Determination of Reset Reference Rates.”
Unless otherwise specified on the face hereof, terms and provisions of this Security will apply, to the extent applicable, as set forth below.
This Security will bear interest from, and including, its Original Issue Date to, but excluding, the first “Reset Date” specified
on the face hereof, at the rate per annum specified to be the “Initial Interest Rate” on the face hereof. The interest rate on this Security will reset on the applicable first Reset Date and on any applicable subsequent Reset Date(s)
specified on the face hereof, all in accordance with the terms and provisions set forth under “—Determination of Interest Rates for Fixed Rate Reset Notes.” The interest rate to which this Security resets on the first Reset Date
and any applicable subsequent Reset Date(s) will be a fixed rate determined by reference to the Reset Reference Rate adjusted by the applicable Spread, if any, and/or Spread Multiplier, if any, each as specified on the face hereof. Unless otherwise
specified on the face hereof, the Reset Reference Rate will be the U.S. Treasury Rate as determined in accordance with the terms and provisions set forth under “—Determination of Reset Reference Rates—U.S. Treasury Rate.”
This Security also may have either or both of the following limitations on the interest rate, as specified on the face hereof:
•
a maximum interest rate limitation, or ceiling, on the rate of interest that may accrue during any interest or
other applicable period; and
•
a minimum interest rate limitation, or floor, on the rate of interest that may accrue during any interest or
other applicable period.
Accrual of Interest and Interest Payment Dates
Unless otherwise specified on the face hereof, interest on this Security will be paid quarterly, semi-annually, or annually, as applicable, in
arrears, on the days set forth on the face hereof (each such day being an “Interest Payment Date”) and at the Maturity Date or earlier Redemption Date or Repayment Date, as applicable. Each interest payment due on an Interest Payment
Date, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable, will include interest accrued from, and including, the most recent Interest Payment Date to which interest has been paid, or, if no interest has been paid, from the
Original Issue Date, to, but excluding, the next Interest Payment Date, the Maturity Date or earlier Redemption Date or Repayment Date, as the case may be (each such period, an “interest period”). The amount of accrued interest on this
Security for an interest period is calculated by multiplying the principal amount of this Security by an accrued interest factor. This accrued interest factor will be determined by multiplying the per annum fixed interest rate by a factor resulting
from the day count convention that applies with respect to such determination. The interest rate applicable with respect to any interest period for this Security will be the rate per annum determined in accordance with the applicable terms and
provisions set forth below under “—Determination of Interest Rates for Fixed Rate Reset Notes” and “—Determination of Reset Reference Rates.”
If no day count convention is specified on the face hereof, the accrued interest factor for this Security for which the Reset Reference Rate
is specified on the face hereof to be the U.S. Treasury Rate, the factor will be computed on the basis of a 360-day year consisting of twelve 30-day months.
The Company will pay installments of interest on this Security beginning on the first Interest Payment Date after its issue date to Holders of
record on the corresponding Regular Record Date. Unless the Company otherwise specifies on the face hereof, the Regular Record Date for this Security will be on the 15th day (whether or not a Business Day) next preceding the Interest Payment Date.
If the Maturity Date or a Redemption Date, Repayment Date or Interest Payment Date for this Security is not a Business Day, then the
Company will pay the principal, premium, if any, and interest for this Security payable on such date on the next Business Day, and no interest or other payment will accrue as a result of such delay.
Determination of Interest Rates for Fixed Rate Reset Notes
This Security will bear interest:
(1)
from, and including, the Original Issue Date to, but excluding, the first Reset Date (such period, the
“initial fixed rate period”) at a rate per annum equal to the Initial Interest Rate;
(2)
from, and including, the first Reset Date to, but excluding, the first subsequent Reset Date specified on the
face hereof or, if no subsequent Reset Dates are specified on the face hereof, the Maturity Date or earlier Redemption Date or Repayment Date, as the case may be, at a rate per annum equal to the first reset interest rate; and
(3)
for each applicable subsequent reset period thereafter (if any), at a rate per annum equal to the applicable
subsequent reset interest rate,
payable, in each case, in arrears on each applicable Interest Payment Date, the Maturity Date or
earlier Redemption Date or Repayment Date, as the case may be. For the avoidance of doubt, the applicable interest rate specified in the preceding sentence will apply for each interest period falling within the initial fixed rate period and any
reset period, as applicable.
In addition, for the avoidance of doubt, the “Reset Dates,” including the first Reset Date and
any subsequent Reset Date(s), if any, for this Security will be specified on the face hereof.
The interest rate applicable during each
reset period will be determined by the calculation agent on each applicable reset determination date.
For purposes of the foregoing terms
and provisions, the following terms have the meanings set forth below:
“first reset interest rate” means, in respect of the
first reset period, a per annum interest rate equal to (a) the relevant Reset Reference Rate determined as of the relevant reset determination date adjusted by (b) the Spread and/or Spread Multiplier, if any, specified on the face hereof
for such first reset interest rate.
“first reset period” means the period from, and including, the first Reset Date to, but
excluding, the first subsequent Reset Date or, if no subsequent Reset Dates are specified on the face hereof, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable.
“reset determination date” means, unless otherwise specified on the face hereof: (a) with respect to any Security for which
the Reset Reference Rate is the U.S. Treasury Rate, the third Business Day (or such other number of Business Days as the Company may specify on the face hereof) preceding the applicable Reset Date and (b) with respect to any Security for which
the Reset Reference Rate is a rate determined by reference to another rate, as specified on the face hereof.
“reset period”
means the first reset period or a subsequent reset period, as applicable.
“Reset Reference Rate” means (a) the U.S.
Treasury Rate determined in accordance with the terms and provisions set forth under “—Determination of Reset Reference Rates—U.S. Treasury Rate” or (b) another rate, as specified on the face hereof and determined in
accordance with the terms and provisions set forth herein.
“subsequent reset interest rate” means, in respect of any
subsequent reset period, a per annum interest rate equal to (a) the relevant Reset Reference Rate determined as of the relevant reset determination date adjusted by (b) the Spread and/or Spread Multiplier, if any, specified on the face
hereof for such subsequent reset interest rate.
“subsequent reset period” means the period from, and including, the first
subsequent Reset Date to, but excluding, the next subsequent Reset Date or, if no additional subsequent Reset Dates are specified on the face hereof, the Maturity Date or earlier Redemption Date or Repayment Date, as applicable, and each successive
period from, and including, to, but excluding, the next subsequent Reset Date or Maturity Date or earlier Redemption Date or Repayment Date, as applicable.
Determination of Reset Reference Rates
U.S. Treasury Rate
For
any reset period commencing on or after the first Reset Date, the “U.S. Treasury Rate” will be determined by the calculation agent on each reset determination date in the following manner:
(1)
the average of the yields on actively traded U.S. treasury securities adjusted to constant maturities, for the
maturity equal to the duration of such reset period, for the five Business Days (or such other number of Business Days as the Company may specify on the face hereof) immediately preceding the applicable reset determination date and appearing (or, if
fewer than five Business Days (or such other number of Business Days as the Company may specify on the face hereof) so appear on the applicable reset determination date, for such number of Business Days appearing) in the most recently published H.15
Daily Update under the caption H.15 TCM; or
(2)
if there are no such published yields on actively traded U.S. treasury securities adjusted to constant
maturities, for such maturity, then the “U.S. Treasury Rate” will be determined by interpolation on a straight-line basis (using the actual number of days) between the average of the yields on actively traded U.S. treasury nominal/non-inflation-indexed securities adjusted to constant maturities for two series of actively traded U.S. treasury nominal/non-inflation-indexed securities, (A) one
maturing as close as possible to, but earlier than, the Reset Date following the next succeeding reset determination date (or, if there is no such Reset Date, the Maturity Date) and (B) the other maturing as close as possible to, but later
than, such Reset Date or Maturity Date, as applicable, in each case for the five Business Days (or such other number of Business Days as the Company may specify on the face hereof) preceding the applicable reset determination date and appearing (or,
if fewer than five Business Days (or such other number of Business Days as the Company may specify on the face hereof) so appear on the applicable reset determination date, for such number of Business Days appearing) in the most recently published
H.15 Daily Update as of 5:00 p.m., New York City time, on the applicable reset determination date.
In each case, the
U.S. Treasury Rate will be rounded, if necessary, to the nearest one thousandth of a percentage point, with 0.0005% rounded up to 0.001%.
Notwithstanding the foregoing, if the Company or the Company’s designee, after
consulting with the Company, determines that the then-current Reset Reference Rate (which, as of the Original Issue Date for this Security, will be the U.S. Treasury Rate for the specified maturity set forth on the face hereof) cannot be determined
in the manner applicable for such Reset Reference Rate (which, as of the Original Issue Date of such Fixed Rate Reset Notes, will be pursuant to the methods described in clauses (1) or (2) above) on the applicable reset determination date
(such determination, a “rate substitution event”), the Company or the Company’s designee, after consulting with the Company, may determine whether there is an industry-accepted successor rate to the then-current Reset Reference
Rate (such industry-accepted successor rate, the “replacement rate”). If the Company or the Company’s designee, after consulting with the Company, determines that there is such a replacement rate, then such replacement rate will
replace the U.S. Treasury Rate (or the then-current Reset Reference Rate) for all purposes relating to this Security in respect of such determination on such reset determination date and all determinations on all subsequent reset determination
dates. In addition, if a replacement rate is utilized as described in the preceding sentence, the Company or the Company’s designee, after consulting with the Company, may adopt or make changes to (1) any Interest Payment Date, reset
determination date, Reset Date, other relevant date, business day convention, interest period or reset period, (2) the manner, timing and frequency of determining rates and amounts of interest that are payable on this Security and the
conventions relating to such determination, (3) the timing and frequency of making payments of interest, (4) rounding conventions, (5) specified maturities, and (6) any other terms or provisions of this Security (including any
spread or adjustment factor needed to make such replacement rate comparable to the then-current Reset Reference Rate (which, as of the Original Issue Date for this Security, will be the U.S. Treasury Rate for the specified maturity)), in each case
that the Company or the Company’s designee, after consulting with the Company, determines, from time to time, to be appropriate to reflect the determination and implementation of such replacement rate in a manner substantially consistent with
market practice (or, if the Company, the calculation agent or the Company’s designee, after consulting with the Company, determines that implementation of any portion of such market practice is not administratively feasible or if the Company
or the Company’s designee, after consulting with the Company, determines that no market practice for use of such replacement rate exists, in such other manner as the Company or the Company’s designee, after consulting with the Company,
determines is appropriate) (such changes, the “U.S. Treasury Rate adjustments”). If the Company or the Company’s designee, after consulting with the Company, determines that there is no such replacement rate, then the interest rate
for the applicable reset period will be: (a) if the first reset interest rate is to be determined, the Initial Interest Rate or (b) if a subsequent reset interest rate is to be determined, the interest rate that was applicable for the
preceding reset period.
Any determination, decision or selection that may be made by the Company or the Company’s designee, after
consulting with the Company, pursuant to the provisions of this Security (including provisions relating to a rate substitution event and any U.S. Treasury Rate adjustments, or of the occurrence or
non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or make or refrain from making any selection) will be made in the Company’s or such
designee’s sole discretion, will be conclusive and binding absent manifest error and, notwithstanding anything to the contrary in the Indenture or any officers’ certificate delivered pursuant to the Indenture, shall become effective
without consent from the Holders of the Security or any other party.
Section 3. Payments. If the Specified Currency is other than U.S. dollars and
the Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the
“Exchange Rate Agent”) based on the highest bid quotation in New York City at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three of such bid
quotations are not available, payments will be made in the Specified Currency.
Except as set forth below, if the Specified Currency is
other than U.S. dollars and the Specified Currency is not available due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of
transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such currency is again available or used, the Company will be entitled to make payments
in U.S. dollars on the basis of the noon buying rate in New York City for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the
“Market Exchange Rate”) as computed by the Exchange Rate Agent for such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange Rate is then not available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated on the face hereof. 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 or Default under the Indenture.
All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security.
All
currency exchange costs will be borne by the Holder of this Security through deductions from payments otherwise due to such Holder.
References herein to “U.S. dollars” or “U.S. $” or “$” are to the currency of the
United States of America.
Section 4. Redemption. If so specified on the face hereof, the Company may at its option redeem
this Security in whole or from time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security (except in the case of a Discount
Security)) on or after the date designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as is
provided for below) multiplied by the Initial Redemption Percentage specified on the face hereof, together with accrued interest to the Redemption Date, provided that any such redemption will be subject to the prior approval of the Board of
Governors of the Federal Reserve System or its delegee (the “Federal Reserve”), if then required. Such Initial Redemption Percentage, if more than 100%, shall decline at each anniversary of the Initial
Redemption Date by an amount equal to the Annual Redemption Percentage Reduction specified on the face hereof until the redemption price is 100% of such amount. The Company may exercise such
option by causing the Trustee to, or cause the Paying Agent to, deliver a notice of such redemption at least five but not more than 60 days prior to the Redemption Date. In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities of the series, of which this Security is a part, with differing issue dates, interest rates
and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 60 days prior to the relevant redemption date, unless a
shorter notice shall be satisfactory to the Trustee. If less than all of the Securities with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee shall
deem fair and appropriate.
Section 5. Repayment. If so specified on the face hereof, this Security shall be repayable prior
to the Stated Maturity at the option of the Holder on each applicable Repayment Date shown on the face hereof at the Repayment Price shown on the face hereof, together with accrued interest to the Repayment Date. In order for this Security to be
repaid, the Paying Agent must receive at least 10 but not more than 60 days prior to a Repayment Date this Security with the form attached hereto entitled “Option to Elect Repayment” duly completed. Except as set forth in
Section 308 of the Indenture, any tender of this Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part in increments of $1,000 (provided that any remaining
principal amount of this Security shall not be less than the minimum authorized denomination hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities for the remaining principal amount hereof shall be
issued in the name of the Holder of this Security.
Section 6. Sinking Fund. This Security will not be subject to any sinking
fund.
Section 7. Discount Securities. If this Security (such Security being referred to as a “Discount Security”)
(a) has been issued at an Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax rules applicable to original issue discount instruments), than its “stated redemption price at maturity”
(as defined in the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) would be considered an original issue discount security for United States federal income tax purposes, then the amount payable on this Security in
the event of redemption by the Company, repayment at the option of the Holder, or acceleration of maturity upon certain events of bankruptcy, insolvency or reorganization of the Company or receivership or conservatorship of a Major Bank (as defined
in the Indenture), in lieu of the principal amount due at the Stated Maturity hereof, shall be the Amortized Face Amount (as defined below) of this Security as of the date of such redemption, repayment or acceleration. The “Amortized Face
Amount” of this Security shall be the amount equal to the sum of (a) the Issue Price (as set forth on the face hereof) plus (b) the portion of the difference between the Issue Price and the principal amount of the Discount
Security that has been amortized at the stated yield of the Discount Security, computed in accordance with the rules set forth in the Code, and applicable Treasury regulations, at the date as of which the Amortized Face Amount is calculated.
Section 8. Modifications and Waivers. 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. Such amendment may be effected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected thereby. The Indenture also contains provisions permitting the
Holders of not less than 66-2/3% in principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the
Indenture. Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all the
Securities of such series and any related coupons certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this
Security and of any Security 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 Security, provided no action provided in this Section shall be
taken without the Company’s consent where it would result in the Notes not being Tier 2 capital for Federal Reserve purposes.
Section 9. Subordination; Obligations of the Company Absolute. The indebtedness evidenced by the Securities of this series is, to
the extent provided in the Indenture, subordinated and subject in right of the payment in full of the principal of (and premium, if any) and interest on all Senior Indebtedness, as defined in the Indenture, and this Security is issued subject to the
provisions of the Indenture with respect thereto. The Indenture provides that in the event of insolvency, bankruptcy, receivership, reorganization, liquidation or similar proceedings of the Company (an “insolvency event”), all
Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on, the Securities of this series. Each Holder of this Security, by accepting the same, agrees that each holder of Senior Indebtedness, whether
created or acquired before or after the issuance of the Securities of this series, shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. The Indenture
also provides that if, upon the occurrence of an insolvency event relating to the Company, there remains, after giving effect to the subordination provisions referred to in Section 1614 of the Indenture, any amount of cash, property or
securities available for payment or distribution in respect of Securities of this series (as defined in the Indenture, “Excess Proceeds”, and if at such time any Entitled Person (as defined in the Indenture) has not received
payment in full of all amounts due or to become due on or in respect of Other Senior Obligations (as defined in the Indenture), then such Excess Proceeds shall first be applied to pay or provide for the payment in full of such Other Senior
Obligations before any payment or distribution may be made in respect of the Securities of this series. This Security is also issued subject to the provisions of the Indenture regarding payments to Entitled Persons in respect of Other Senior
Obligations. Each Holder of this Security, by accepting the same, agrees to be bound by the provisions of the Indenture described herein and authorizes and directs the Trustee to take such action on his behalf as may be necessary or appropriate to
acknowledge or effectuate the subordination of this Security and payment of Excess Proceeds as provided in the Indenture and appoints the Trustee his attorney-in-fact
for any and all such purposes.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the Specified Currency herein prescribed.
Section 10. Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security, unless otherwise specified on the face hereof.
Section 11.
Authorized Denominations. Unless otherwise provided on the face hereof, this Security is issuable only in registered form without coupons issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of
$1,000. If this Security is denominated in a Specified Currency other than U.S. dollars or is a Discount Security, this Security shall be issuable in the denominations set forth on the face hereof.
Section 12. Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set
forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of Securities of which this Security is a part, 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 his attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
If
the registered owner of this Security is the Depository (such a Security being referred to herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to the Company or (ii) an Event of Default occurs, the Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company
may at any time determine not to have Securities represented by this Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security representing such Security. In any such instance, an
owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $2,000 (or such other denomination as shall be specified by the Company) or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form
only, without coupons.
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 Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
Section 13. Events of Default. If an Event of Default with
respect to the Securities of the series of which this Security forms a part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security which are defined in
the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.
Section 15.
Governing Law. This Security shall be governed by and construed in accordance with the laws of the State of New York.
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - _____________________Custodian_________________
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
(State)
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the within
Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises.
Dated
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to 100% of the principal amount thereof, together with interest thereon
accrued to, but excluding, the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received at
least 10 but not more than 60 days prior to the Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day) by the Company at its office or agency, which will be located initially at the office of the Paying
Agent at Deutsche Bank Trust Company Americas, 1 Columbus Circle, New York, New York 10019, Attention: Corporate Trust & Agency Services.
If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $1,000 or an
integral multiple thereof) which is to be repaid: $_______________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral multiple of $1,000; provided that any remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $_____________________.
Dated:_______________
Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.
Exhibit 4.3(i)
THIS SECURITY IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
[THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL, INTEREST AND PREMIUM, AND
ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF KEYCORP, INCLUDING ALL OBLIGATIONS TO KEYCORP’S GENERAL CREDITORS (OTHER THAN OBLIGATIONS TO TRADE CREDITORS INCURRED IN THE ORDINARY COURSE OF THE KEYCORP’S
BUSINESS). THIS SECURITY IS NOT SECURED BY ANY ASSETS OF KEYCORP OR BY THE ASSETS OF ANY OF ITS SUBSIDIARIES OR AFFILIATES, IS NOT GUARANTEED BY ANY OF KEYCORP’S SUBSIDIARIES OR AFFILIATES, AND IS INELIGIBLE AS COLLATERAL TO SECURE A LOAN OR
EXTENSION OF CREDIT FROM KEYCORP OR ANY OF ITS SUBSIDIARIES.]
CUSIP NO.
[ISIN: ]
[Common Code: ]
REGISTERED
PRINCIPAL AMOUNT $
No. FX-FL -
KEYCORP
FORM OF
SUBORDINATED MEDIUM-TERM NOTE, SERIES V
(FIXED RATE/FLOATING RATE)
Due
from 9 Months or More from Date of Issue
If the registered owner of this Security (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Security is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this certificate is presented by an authorized representative of The Depository Trust Company (the “Depository”) to the issuer or its
agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
If the registered owner of this Security (as indicated below) is [______________] (“[_____]”) or
a nominee of [________], this Security is a Global Security and the following legend applies:
Unless this certificate is presented by an authorized
representative of [______________] (the “Depository”) to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [______________] or in such other name as is
requested by an authorized representative of the Depository (and any payment is made to [______________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, [______________], has an interest herein.
Thereafter the
following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for
Notes in certificated form, this certificate may not be transferred except as a whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a
successor of the Depository or a nominee of such successor.
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.
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
FIXED RATE PERIOD:
FLOATING RATE PERIOD:
INTEREST RATE:
FIXED INTEREST RATE:
FLOATING INTEREST RATE:
BASE RATE DURING THE FLOATING RATE
PERIOD:
SPREAD (PLUS OR MINUS) (DURING FLOATING RATE PERIOD):
SPREAD MULTIPLIER (DURING FLOATING RATE PERIOD):
CALCULATION AGENT:
CALCULATION DATE:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST DETERMINATION DATE (DURING FLOATING RATE PERIOD):
INTEREST RESET PERIOD (DURING FLOATING RATE PERIOD):
INTEREST
RESET DATES (DURING FLOATING RATE PERIOD):
INTEREST PERIOD:
FIXED RATE INTEREST PAYMENT DATES:
FLOATING RATE INTEREST PAYMENT DATES:
REGULAR RECORD DATES:
PAYING AGENT:
PLACE OF PAYMENT:
DAY COUNT CONVENTION:
BUSINESS DAY CONVENTION:
OPTION TO ELECT REPAYMENT: ☐ YES ☐ NO
REPAYMENT
DATE(S):
REPAYMENT PRICE:
OPTIONAL REDEMPTION: ☐ YES
☐ NO
INITIAL REDEMPTION DATE:
ADDITIONAL REDEMPTION
DATES:
INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
MINIMUM DENOMINATIONS:
☐ $2,000
☐ Other:
SPECIFIED CURRENCY:
United States Dollars:
☐ YES ☐ NO
FOREIGN CURRENCY:
OPTION TO RECEIVE PAYMENTS IN SPECIFIED
CURRENCY OTHER THAN U.S. DOLLARS:
☐ YES ☐ NO
EXCHANGE RATE AGENT:
ADDITIONAL AMOUNTS:
DEFEASANCE: ☐ YES ☐ NO
COVENANT DEFEASANCE: ☐
YES ☐ NO
OPTIONAL INTEREST RATE RESET:
☐ YES
☐ NO
OPTIONAL INTEREST RATE RESET DATES:
TOTAL AMOUNT
OF OID (for Discount Securities only):
INITIAL ACCRUAL PERIOD OID (for Discount Securities only):
ORIGINAL YIELD TO MATURITY (for Discount Securities only):
OTHER/DIFFERENT PROVISIONS:
KEYCORP, an Ohio corporation (herein referred to as the “Company,” which
term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [_________], or registered assigns, the principal sum of [____________Dollars ($)] on the Stated Maturity shown above
(except to the extent redeemed, repaid or renewed prior to the Stated Maturity) and to pay interest on such principal amount from the Original Issue Date shown above at the applicable Interest Rates during the Fixed Rate Period and the Floating Rate
Period shown above as determined in accordance with the provisions set forth on the reverse side hereof relating to the applicable Base Rate specified, until the principal hereof is paid or duly made available for payment. The Company will pay
interest on each Interest Payment Date specified above, commencing with the first Interest Payment Date (except as provided below) next succeeding the Original Issue Date, and on the Stated Maturity, any Redemption Date or Repayment Date (such terms
together are hereinafter referred to as a “Maturity Date” with respect to the principal repayable on such date); provided, however, (i) with respect to the Fixed Rate Period, any payment of principal, premium,
if any, or interest, if any, to be made on any Interest Payment Date or Maturity Date that is not a Business Day shall be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or Maturity
Date, as the case may be, and no additional interest will accrue from and after such Interest Payment Date or Maturity Date as a result of such delayed payment, and (ii) with respect to the Floating Rate Period, (a) that any payment of
principal, premium, if any, or interest, if any, to be made on any Interest Payment Date (but not the Maturity Date) that is not a Business Day (as defined below) shall be made on the next succeeding Business Day (except that in the case of interest
payments on an Interest Payment Date and if the Base Rate specified above is SOFR, CORRA or EURIBOR, and such day falls in the next succeeding calendar month, such payment will be made on the immediately preceding Business Day) as described on the
reverse hereof, and (b) if the Maturity Date is not a Business Day, principal, premium, if any, or interest, if any, shall be paid on the next succeeding Business Day, and no interest will accrue from and after the Maturity Date.
For purposes of this Security, unless otherwise specified on the face hereof, “Business Day” means as follows: (i) for
SOFR Notes, the term Business Day means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be
closed for the entire day for purposes of trading in U.S. government securities; (ii) for notes denominated in a specified currency other than U.S. dollars or the euro, the term Business Day means any day that is not a Saturday or Sunday and
that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close, and is also a day on which commercial banks and foreign exchange markets settle payments in the principal
financial center of the country of the relevant specified currency (if other than New York City); (iii) for notes denominated in the euro or with a Base Rate of EURIBOR, the term Business Day means any day that is not a Saturday or Sunday and that
is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close and is also a T2 Business Day; and (iv) in all other circumstances, any day that is not a Saturday or Sunday and
that is not a day that banking institutions in New York City are generally authorized or obligated by law or executive order to close.
“Principal Financial Center” means (i) the capital city of the country issuing the Specified Currency or (ii) the
capital city of the country to which the designated currency, if applicable, relates, except, in each case, that with respect to United States dollars, Australian dollars, Canadian dollars, euro, New Zealand dollars, South African rand and Swiss
francs, the “Principal Financial Center” shall be New York City and (solely in the case of the Specified Currency), Sydney, Toronto, Brussels, Wellington, Johannesburg and Zurich, respectively.
“T2 Business Day” means a day on which the Trans-European Automated Real
Time Gross Settlement Express Transfer payment system (which utilizes a single shared platform and which was launched on November 19, 2007) (or any successor or replacement for that system) is open for the settlement of payment in the euro.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture
(referred to on the reverse hereof), be paid to the person (the “Holder”) in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the 15th day (whether or not a Business Day)
immediately preceding such Interest Payment Date or as otherwise specified above (a “Regular Record Date”); provided, however, that, if this Security was issued between a Regular Record Date and the initial Interest
Payment Date relating to such Regular Record Date, interest for the period beginning on the Original Issue Date and ending on such initial Interest Payment Date shall be paid on the Interest Payment Date following the next succeeding Regular Record
Date to the Holder on such next succeeding Regular Record Date; and provided further that interest payable on the Maturity Date will be payable to the person to whom the principal hereof shall be payable. Any such interest not so punctually
paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to on the reverse hereof), notice whereof shall be given
to the Holder of this Security 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.
Unless otherwise specified, all payments in respect of this Security will be made in U.S. dollars regardless of the Specified Currency unless
the Holder hereof makes the election described below. If the Specified Currency shown above is other than U.S. dollars, the Exchange Rate Agent (referred to on the reverse hereof) will arrange to convert all payments in respect hereof into U.S.
dollars in the manner described on the reverse hereof; provided, however, that the Holder hereof may, if so indicated above, elect to receive all payments in such Specified Currency by delivery of a written request to the corporate
trust office of the Paying Agent in New York City, on or prior to the applicable Regular Record Date or at least 15 days prior to the Stated Maturity, as the case may be. Such request may be in writing, mailed or hand delivered, or by facsimile or
other electronic transmission. Unless otherwise specified above, the Holder hereof may elect to receive payment in such Specified Currency for all principal, premium, if any, and interest payments and need not file a separate election for each
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 at least 15 days prior to the Stated
Maturity, as the case may be. Notwithstanding the foregoing, if the Company determines that the Specified Currency is not available for making payments in respect hereof due to the imposition of exchange controls, because it is no longer used by the
government of the country issuing such currency, because it is no longer used for the settlement of transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control,
then, until such Specified Currency is again available or used, the Holder hereof may not so elect to receive payments in the Specified Currency and any such outstanding election shall be automatically suspended, until the Company determines that
the Specified Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency, other than as a result
of the European Monetary Union, such as by an official redenomination of any such Specified Currency that is a composite currency, the obligations of the Company with respect to payments on this Security shall, in all cases, be deemed immediately
following such redenomination to provide for payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. In no event shall any adjustment be made to any amount payable
hereunder as a result of any change in the value of the Specified Currency shown above relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any composite currency, unless such composite currency is
itself officially redenominated.
Unless otherwise shown above, payment of interest on this Security (other than on the Maturity Date)
will be made by check mailed to the registered address of the Holder hereof; provided, however, that, if the Holder hereof is the Holder of U.S.$1,000,000 (or the equivalent) or more in aggregate principal amount of Securities of the
series of which this Security is a part (whether having identical or different terms and provisions), such interest payments may be made by wire transfer of immediately available funds, but only if appropriate instructions have been received in
writing by the Paying Agent on or prior to the applicable Regular Record Date. Unless otherwise specified above, the principal hereof (and premium, if any) and interest hereon payable on the Maturity Date will be paid in immediately available funds
upon surrender of this Security at the corporate trust office of the Paying Agent maintained for that purpose in New York City, New York (or at such other location as may be specified above). The Company will pay any administrative costs imposed by
banks in making payments in immediately available funds, but, except as otherwise provided above, any tax, assessment or governmental charge imposed upon payments will be borne by the Holders of the Securities in respect of which such payments are
made.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE COMPANY’S SENIOR INDEBTEDNESS.
Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Authorized Signatory
[REVERSE OF NOTE]
KEYCORP
SUBORDINATED MEDIUM-TERM
NOTE, SERIES V
Section 1. General. This Security is one of a duly authorized issue of securities (herein called the
“Securities”) of the Company, issued and to be issued in one or more series under and pursuant to an indenture, dated as of June 10, 1994, as it may be supplemented from time to time (herein called the
“Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect to a series of
which this Security is a part), to which indenture and all indentures supplemental thereto, reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and
the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental
Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as of June 16, 2023, copies of which are available from the Company or the Trustee. This Security is one of the series designated on the face hereof, which is
unlimited in aggregate principal amount.
Section 2. Payments. If the Specified Currency is other than U.S. dollars and the
Holder hereof fails to elect payment in such Specified Currency, the amount of U.S. dollar payments to be made in respect hereof will be determined by the Exchange Rate Agent specified on the face hereof or a successor thereto (the
“Exchange Rate Agent”) based on the highest bid quotation in New York City at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Securities denominated in a Foreign Currency scheduled to receive U.S. dollar payments and at which the applicable dealer commits to execute a contract. If three of such bid
quotations are not available, payments will be made in the Specified Currency.
Except as set forth below, if the Specified Currency is
other than U.S. dollars and the Specified Currency is not available due to the imposition of exchange controls, because it is no longer used by the government of the country issuing such currency, because it is no longer used for the settlement of
transactions by public institutions of the international banking community, or as a result of other circumstances beyond the Company’s control, then, until such currency is again available or used, the Company will be entitled to make payments
in U.S. dollars on the basis of the noon buying rate in New York City for cable transfers of such Specified Currency as certified for customs purposes (or, if not so certified as otherwise determined) by the Federal Reserve Bank of New York (the
“Market Exchange Rate”) as computed by the Exchange Rate Agent for such Specified Currency on the second Business Day prior to such payment or, if the Market Exchange Rate is then not available, on the basis of the most recently
available Market Exchange Rate or as otherwise indicated on the face hereof. 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 or Default under the Indenture.
All determinations referred to above made by the Exchange Rate Agent shall be at its sole
discretion and, in the absence of manifest error, shall be conclusive for all purposes and binding on the Holder of this Security.
All
currency exchange costs will be borne by the Holder of this Security through deductions from payments otherwise due to such Holder.
Section 3. Interest Rate Calculations. Unless otherwise set forth on the face hereof, the following provisions of this
Section 3 shall apply to, and only to, the calculation of interest on this Security for the Floating Rate Period. The interest rate hereon for each Interest Reset Period (as defined below) will be determined by reference to the Base Rate set
forth on the face hereof, as adjusted by the Spread, the Spread Multiplier or other formula, if any, set forth on the face hereof.
As set
forth on the face hereof, this Security may also have either or both of the following: (i) a maximum limitation, or ceiling, on the rate at which interest may accrue during any Interest Reset Period (“Maximum Interest Rate”);
and (ii) a minimum limitation, or floor, on the rate at which interest may accrue during any Interest Reset Period (“Minimum Interest Rate”). In addition to any Maximum Interest Rate that may be set forth on the face hereof,
the interest rate on this Security 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.
The rate of interest hereon will be reset daily, weekly, monthly, quarterly, semiannually or annually or on some other basis (each, an
“Interest Reset Period”) as specified in the applicable pricing supplement. The “Interest Reset Date” is the first day of each Interest Reset Period and will be, if this Security resets (i) daily, each
Business Day; (ii) weekly, the Wednesday of each week (unless the Base Rate set forth on the face hereof is the Treasury Rate); weekly and if the Base Rate set forth on the face hereof is the Treasury Rate, the Tuesday of each week (except if
the auction date falls on a Tuesday, then the next Business Day, as provided below); (iii) monthly, the third Wednesday of each month; (iv) quarterly, the third Wednesday of March, June, September and December of each year;
(v) semiannually, the third Wednesday of each of the two months which are six months apart as set forth in the applicable pricing supplement; and (vi) annually, the third Wednesday of one month of each year set forth in the applicable
pricing supplement. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be the next succeeding Business Day, except that, if the Base Rate set forth on the face hereof is SOFR, CORRA or
EURIBOR, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.
The “Interest Determination Date” is the date as of which the new interest rate is determined for a particular Interest
Reset Date, based on the applicable interest rate basis or formula as of that Interest Determination Date. The Interest Determination Date pertaining to an Interest Reset Date for this Security (unless the Base Rate set forth on the face hereof is
SOFR, CORRA, EURIBOR, or Treasury Rate) will be the second Business Day immediately preceding such Interest Reset Date. If the Base Rate set forth on the face hereof is EURIBOR, the Interest Determination Date pertaining to an Interest Reset Date
for this Security will be the second T2 Business Day immediately preceding such Interest Reset Date. If the Base Rate set forth on the
face hereof is SOFR, the Interest Determination Date pertaining to an Interest Reset Date for this Security will be as set forth below in the “—Determination of SOFR” section
and as set forth on the face hereof. If the Base Rate set forth on the face hereof is the Treasury Rate, the Interest Determination Date pertaining to an Interest Reset Date for this Security will be the day of the week in which such Interest Reset
Date falls on which Treasury bills of the same index maturity are auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday,
except that such auction may be held on the preceding Friday. If an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next week. If an auction falls
on any Interest Reset Date, then the Interest Reset Date will instead be the first Business Day immediately following the auction sale. If the Base Rate set forth on the face hereof is the CORRA, the Interest Determination Date shall be the Interest
Reset Date (the “CORRA Interest Determination Date”).
Unless otherwise set forth on the face hereof, the
“Calculation Date,” where applicable, pertaining to an Interest Determination Date is the earlier of (i) the 10th calendar day after such Interest Determination Date, or if any 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 the Stated Maturity, as the case may be.
The Company will appoint and enter into an agreement with an agent (a “Calculation Agent”) to calculate the rate of
interest on the Securities of this series which bear interest at a floating rate. Unless otherwise set forth on the face hereof, KeyBank National Association will be the Calculation Agent. At the request of the Holder hereof, the Calculation Agent
will provide the interest rate then in effect and, if determined, the interest rate that will become effective on the next succeeding Interest Reset Date.
Notwithstanding any of the foregoing, the interest rate thereon shall not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, shown on the face hereof. In addition, the interest rate hereon shall 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.
Interest will be payable on, unless specifically set forth on the face hereof, (i) for notes with interest payable monthly, the third
Wednesday of each month; (ii) for notes with interest payable quarterly, the third Wednesday of March, June, September and December of each year; (iii) for notes with interest payable semiannually, the third Wednesday of each of the two
months set forth on the face hereof; and (iv) for notes with interest payable annually, the third Wednesday of the month set forth on the face hereof (each, an “Interest Payment Date”), and in each case, on the Maturity Date
or at redemption or repurchase.
The interest payable hereon on each Interest Payment Date and on the Maturity Date shall be the amount of
interest accrued from and including the Original Issue Date or the last Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to, but excluding, the next succeeding Interest Payment Date or the Maturity
Date, as the case may be. If the Stated Maturity falls on a day which is not a Business Day, the payment of principal, premium, if any, and interest with respect to the Stated Maturity will be paid on the next
succeeding Business Day with the same force and effect as if made on the Stated Maturity, and no interest shall accrue or be paid on the amount so payable as a result of such delayed payment. If
an Interest Payment Date other than the Stated Maturity falls on a day that is not a Business Day, such Interest Payment Date will be postponed to the next day that is a Business Day and interest will accrue for the period of such postponement
(except if the Base Rate specified above is SOFR, CORRA or EURIBOR, and such day falls in the next succeeding calendar month, such Interest Payment Date will be advanced to the immediately preceding Business Day), it being understood that, to the
extent this sentence is inconsistent with Section 112 of the Indenture, the provisions of this sentence shall apply in lieu of such Section.
Accrued interest will be calculated by multiplying the principal amount hereof by an accrued interest factor. The accrued interest factor will
be computed by adding the interest factor calculated for each day in the interest period or from the date from which accrued interest is being calculated. The interest factor for each such day is computed by dividing the interest rate in effect on
that day (1) by 360 (unless the Base Rate set forth on the face hereof is the Treasury Rate, CORRA or CMT Rate), (2) by the actual number of days in the year, if the Base Rate set forth on the face hereof is the Treasury Rate or CMT Rate, or
(3) by 365 if the Base Rate set forth on the face hereof is CORRA. The interest rate applicable to any day that is an Interest Reset Date is the interest rate as determined, in accordance with the procedures hereinafter set forth, with respect
to the Interest Determination Date pertaining to such Interest Reset Date. The interest rate applicable to any other day is the interest rate for the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate, as set forth on
the face hereof).
All percentages used in or resulting from any calculation with respect hereto will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 7.123455% (or 0.07123455) being rounded to 7.12346% (or 0.0712346) and 7.123454% (or
0.07123454) being rounded to 7.12345% (or 0.0712345)). All currency amounts used in or resulting from such calculation will be rounded to the nearest one-hundredth of a unit (with five one-thousandths of a unit being rounded upward).
Subject to applicable provisions of law and except as
specified herein, with respect to each Interest Determination Date, the rate of interest shall be the rate determined by the Calculation Agent in accordance with the provisions of the applicable heading below.
Determination of CORRA. If the Base Rate set forth on the face hereof is CORRA, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to the Canadian Overnight Repo Rate Average, commonly referred to as CORRA, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate
and the Maximum Interest Rate, if any, set forth on the face hereof.
Unless otherwise set forth on the face hereof, the interest rate for
each relevant interest period will be determined by the Calculation Agent on each Interest Determination Date relating to a floating rate note for which the interest rate is determined with reference to CORRA (a “CORRA Interest Determination
Date”), at a Base Rate equal to compounded daily CORRA (“compounded CORRA”), calculated as described below or by any other method of calculation specified on the face hereof. The CORRA Interest Determination Date for a CORRA Note
means
the day that is the number of Toronto banking days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant interest period, as
specified on the face hereof. Unless the face hereof specifies otherwise, the CORRA Interest Determination Date for each interest period will be two Toronto banking days preceding the applicable Interest Payment Date (or Maturity Date, Redemption
Date, or Repayment Date).
The amount of interest accrued and payable on the CORRA Notes for each interest period will be calculated by
the Calculation Agent and will be equal to the product of (i) the outstanding principal amount of the CORRA Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the
relevant interest period multiplied by (b) the quotient of the actual number of calendar days in such interest period divided by 365.
The Calculation Agent will determine compounded CORRA for each applicable interest period in accordance with the formula below, and with
respect to the observation period relating to such interest period. Compounded CORRA, the interest rate and accrued interest for each interest period will be determined by the Calculation Agent in arrears for each applicable interest period as soon
as reasonably practicable on or after the last day of the applicable observation period related to such interest period and prior to the relevant interest payment date. The Calculation Agent will notify the Company of compounded CORRA and such
interest rate and accrued interest for each interest period as soon as reasonably practicable after such determination, but in any event by the Business Day immediately prior to the interest payment date.
Compounded CORRA Notes with Observation Shift
“Compounded CORRA” means, for any observation period, the rate of return of a daily compounded interest investment calculated in
accordance with the following formula, with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.00000005 being rounded upwards:
where:
“d” for any observation period, means the number of calendar days in the relevant observation period;
“d0” for any observation period, is the number of Toronto
banking days in the relevant observation period;
“i” means a series of whole numbers from one to d0, each representing the relevant Toronto banking day in chronological order from, and including, the first Toronto banking day in the relevant observation period;
“ni” for any Toronto banking day “i” in
the relevant observation period, means the number of calendar days from, and including, such Toronto banking day “i” to, but excluding, the following Toronto banking day (which is “i” + 1);
“CORRAi”
means, in respect of any Toronto banking day “i” in the relevant observation period, a reference rate equal to the daily Canada Overnight Repo Rate Average for such Toronto banking day, as published by the Bank of Canada, as the
administrator of CORRA (or any successor administrator of CORRA), on the website of the Bank of Canada or any successor website, or such other source or page as is specified on the face hereof or, if the Bank of Canada’s website or such other
source or page as is specified on the face hereof, as applicable, is unavailable, as otherwise published by such authorized distributors (in each case, at approximately 11:00 a.m., Toronto time (or such other time as is specified on the face
hereof)), on the immediately following Toronto banking day, which is Toronto banking day “i”+ 1;
“observation
period” means, in respect of each observation period, the period from, and including, the date that is two Toronto banking days (or such other number of Toronto banking days as the Company may specify on the face hereof) preceding the first
date in such interest period to, but excluding, the date that is two Toronto banking days (or such other number of Toronto banking days as the Company may specify on the face hereof) preceding the interest payment date for such interest period (or,
in the case of the final interest period, the Maturity Date or earlier Redemption Date or Repayment Date); and
“Toronto banking
day” means a day on which Schedule I banks under the Bank Act (Canada) are open for business in the city of Toronto, Canada, other than a Saturday or a Sunday or a public holiday in Toronto (or such revised regular publication calendar
for CORRA or an Applicable Fallback Rate as may be adopted by the administrator of CORRA from time to time).
If neither the administrator
nor authorized distributors provide or publish CORRA and an Index Cessation Effective Date with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the
last provided or published CORRA.
Notwithstanding the foregoing, upon the occurrence of an Index Cessation Event, the terms and
provisions set forth under “—Effect of an Index Cessation Event — CORRA” will apply to the CORRA Notes.
Effect of
an Index Cessation Event — CORRA
Upon the occurrence of an Index Cessation Event and related Index Cessation
Effective Date, the interest rate for a CORRA Interest Determination Date that occurs on or after such Index Cessation Effective Date will be the CAD Recommended Rate determined in accordance with (i) and (ii) below, to which the
Calculation Agent will apply the most recently published spread and make such adjustments as are necessary to account for any difference in the term, structure or tenor of the CAD Recommended Rate in comparison to CORRA, in each case that the
Company or its designee (which may be an affiliate of the Company), after consulting with the Company, determines, from time to time, and notifies to the Calculation Agent, are consistent with accepted market practice or applicable regulatory or
legislative action or guidance for the use of such Applicable Fallback Rate for debt obligations comparable to the CORRA Notes in such circumstances:
(i)
Index Cessation Effective Date with respect to CORRA. If there is a CAD Recommended Rate before the end
of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA but neither the administrator nor authorized distributors provide or publish the CAD Recommended Rate and an Index Cessation Effective Date with
respect to the CAD Recommended Rate has not occurred, then, in respect of any day for which the CAD Recommended Rate is required, references to the CAD Recommended Rate will be deemed to be references to the last provided or published CAD
Recommended Rate.
(ii)
No CAD Recommended Rate or Index Cessation Effective Date with respect to CAD Recommended Rate. If there
is no CAD Recommended Rate before the end of the first Toronto banking day following the Index Cessation Effective Date with respect to CORRA, or there is a CAD Recommended Rate and an Index Cessation Effective Date subsequently occurs with
respect to such CAD Recommended Rate, then the Base Rate for a CORRA Interest Determination Date that occurs on or after such applicable Index Cessation Effective Date will be the BOC Target Rate (as defined below). If neither the administrator nor
authorized distributors provide or publish the BOC Target Rate and an Index Cessation Effective Date with respect to the BOC Target Rate has not occurred, then, in respect of any day for which the BOC Target Rate is required, references to the BOC
Target Rate will be deemed to be references to the last provided or published BOC Target Rate.
Applicable Fallback
Rate Conforming Changes. Notwithstanding the foregoing, in connection with the implementation of an Applicable Fallback Rate, the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, may make
such adjustments to the Applicable Fallback Rate or the spread thereon, if any, as well as the business day convention, the calendar day count convention, interest determination dates, interest reset dates and related provisions and definitions
(including observation dates for reference rates), in each case that are consistent with accepted market practice for the use of the Applicable Fallback Rate for debt obligations such as the CORRA Notes in such circumstances.
Any determination, decision or election that may be made by the Company or the Calculation Agent, as applicable, in relation to the Applicable
Fallback Rate, including any determination with respect to an adjustment or the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection: (i) will be conclusive and binding, absent manifest error; (ii) if made by the Company, will be made in the Company’s sole discretion, or, as applicable, if made by the Calculation Agent will be made after consultation
with the Company and the Calculation Agent will not make any such determination, decision or election to which the Company objects and will have no liability for not making any such determination, decision or election; and (iii) shall
become effective without consent from the holders of the CORRA Notes or any other party.
Definitions. As used in the foregoing
terms and provisions relating to the determination of CORRA:
“Applicable Fallback Rate” means the CAD Recommended Rate, or
the BOC Target Rate, as applicable;
“BOC Target Rate” means the Bank of Canada’s target for the overnight rate as set
by the Bank of Canada and published on the Bank of Canada’s website or, if the Bank of Canada does not target a single rate, the mid-point of the target range set by the Bank of Canada and so published
(calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards);
“CAD Recommended Rate” means the rate (inclusive of any spreads or adjustments)
recommended as the replacement for CORRA by a committee officially endorsed or convened by the Bank of Canada for the purpose of recommending a replacement for CORRA (which rate may be produced by the Bank of Canada or another administrator) and as
provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;
“Index Cessation Effective Date” means, in respect of an Index Cessation Event, the first date on which CORRA or the Applicable
Fallback Rate, as applicable, is no longer provided. If CORRA or the Applicable Fallback Rate, as applicable, ceases to be provided on the same day that it is required to determine the Base Rate for an interest period pursuant to the terms of
an applicable series of CORRA Notes but it was provided at the time at which it is to be observed pursuant to the terms and provisions of such series of CORRA Notes (or, if no such time is specified in the terms and provisions of such series,
at the time at which it is ordinarily published), then the Index Cessation Effective Date will be the next day on which the rate would ordinarily have been published; and
“Index Cessation Event” means:
(A)
a public statement or publication of information by or on behalf of the administrator or provider of CORRA or
the Applicable Fallback Rate, as applicable, announcing that it has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely, provided that, at the time of the statement or publication,
there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable; or
(B)
a public statement or publication of information by the regulatory supervisor for the administrator or provider
of CORRA or the Applicable Fallback Rate, as applicable, the Bank of Canada, an insolvency official with jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, a resolution authority with
jurisdiction over the administrator or provider for CORRA or the Applicable Fallback Rate, as applicable, or a court or an entity with similar insolvency or resolution authority over the administrator or provider for CORRA or the Applicable Fallback
Rate, as applicable, which states that the administrator or provider of CORRA or the Applicable Fallback Rate, as applicable, has ceased or will cease to provide CORRA or the Applicable Fallback Rate, as applicable, permanently or indefinitely,
provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide CORRA or the Applicable Fallback Rate, as applicable.
Determination of CMT Rate. If the Base Rate set forth on the face hereof is the CMT Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the CMT Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and Maximum Interest Rate, if any, set forth on the
face hereof. Unless otherwise set forth on the face hereof, the “CMT Rate” means, with respect to any Interest Determination Date pertaining thereto:
(i) If “Refinitiv Page FRBCMT” is the specified CMT Refinitiv Page on the
face hereof, the CMT Rate on the Interest Determination Date shall be a percentage equal to the yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as set forth in the
daily statistical release published by the Federal Reserve Board available through its website at https://www.federalreserve.gov/releases/h15/, or any successor site or publication, and designated as “Selected Interest Rates
(Daily)—H.15” (or any successor designation) (“H.15 Daily Update”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15
TCM”), as such yield is displayed on Refinitiv (or any successor service) on page FRBCMT (or any other page as may replace such page on such service) (“Refinitiv Page FRBCMT”) for such Interest Determination Date. The
Calculation Agent will follow the following procedures if the Refinitiv Page FRBCMT CMT Rate cannot be determined as described in the preceding sentence: (a) If such rate does not appear on Refinitiv Page FRBCMT, the CMT Rate on such Interest
Determination Date shall be a percentage equal to the yield for United States Treasury securities having the Index Maturity specified on the face hereof and for such Interest Determination Date as set forth in the H.15 Daily Update under the caption
H.15 TCM. (b) If such rate does not appear in the H.15 Daily Update, the CMT Rate on such Interest Determination Date shall be the rate for the period of the Index Maturity specified on the face hereof as may then be published by either the
Federal Reserve Board or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate that would otherwise have been published in the H.15 Daily Update. (c) If the Federal Reserve Board or the
United States Department of the Treasury does not publish a yield on United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof for such Interest Determination Date, the CMT Rate on
such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 p.m., New York City time, on such Interest Determination Date of three leading primary United States government securities dealers in New York City (which may include the Agents or their affiliates) (each, a
“Reference Dealer”) 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 United States Treasury securities with an original maturity equal to the Index Maturity specified on the face hereof, a remaining term to maturity no more than one year shorter than
such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. (d) If fewer than five but more than two such prices are provided as requested, the CMT Rate on such
CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation
shall be eliminated. (e) If fewer than three prices are provided as requested, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on such Interest Determination Date of three Reference Dealers 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 United States Treasury securities with an original maturity greater than the Index Maturity specified on the face
hereof, a remaining term to maturity closest to such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If two such United States Treasury securities with an
original maturity greater than the Index Maturity specified on the face hereof have remaining terms to maturity equally close to such Index Maturity, the quotes for the United States Treasury security with the shorter original term to maturity will
be used. If fewer than five but more than two such prices are provided as requested, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained
and neither the highest nor the lowest of such quotations shall be eliminated. If fewer than three such prices are provided as requested, the CMT Rate determined as of such Interest Determination Date shall be the CMT Rate in effect for the prior
Interest Reset Period; provided, however, that if there was no preceding Interest Reset Date, the initial interest rate will remain in effect for the new Interest Reset Period.
(ii) If “Refinitiv Page FEDCMT” is the specified CMT Refinitiv Page on the face hereof, the CMT Rate on the Interest
Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average yield for United States Treasury securities at
“constant maturity” having the Index Maturity specified on the face hereof as set forth in the H.15 Daily Update under the caption H.15 TCM as such yield is displayed on Refinitiv on page FEDCMT (or any other page as may replace such
page on such service) (“Refinitiv Page FEDCMT”) for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such Interest Determination Date falls. The Calculation Agent will follow
the following procedures if the Refinitiv Page FEDCMT CMT Rate cannot be determined as described in the preceding sentence: (a) If such rate does not appear on Refinitiv Page FEDCMT, the CMT Rate on such Interest Determination Date shall be a
percentage equal to the one-week or one-month, as specified on the face hereof, average yield for United States Treasury securities at “constant maturity”
having the Index Maturity specified on the face hereof for the week or month, as applicable, preceding such Interest Determination Date as set forth in the H.15 Daily Update under the caption H.15 TCM. (b) If such rates required to compute such
average yield do not appear in the H.15 Daily Update, the CMT Rate on such Interest Determination Date shall be the one-week or one-month, as specified on the face
hereof, average yield for United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof as otherwise announced by the Federal Reserve Bank of New York for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, in which such Interest Determination Date falls. (c) If the Federal Reserve Board does not publish a one-week or one-month, as specified on the face hereof, average yield on United States Treasury securities at “constant maturity” having the Index Maturity specified on the face hereof for the applicable week or
month, the CMT Rate on such Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the
secondary market bid prices at approximately 3:30 p.m., New York City time, on such Interest Determination Date of three Reference Dealers 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 United States Treasury securities with an original maturity equal to the Index
Maturity specified on the face hereof, a remaining
term to maturity of no more than one year shorter than such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such
time. (d) If fewer than five but more than two such prices are provided as requested, the CMT Rate on such Interest Determination Date shall be the rate on the Interest Determination Date calculated by the Calculation Agent based on the
arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotation shall be eliminated. (e) If fewer than three prices are provided as requested, the CMT Rate on such Interest Determination Date shall be
calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New
York City time, on such Interest Determination Date of three Reference Dealers 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 United States Treasury securities with an original maturity greater than the Index Maturity specified on the face hereof, a remaining term to maturity
closest to such Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time. If two such United States Treasury securities with an original maturity greater than the Index
Maturity specified on the face hereof have remaining terms to maturity equally close to such Index Maturity, the quotes for the United States Treasury security with the shorter original term to maturity will be used. If fewer than five but more than
two such prices are provided as requested, the CMT Rate on such CMT Rate interest determination date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest
of such quotations shall be eliminated. If fewer than three such prices are provided as requested, the CMT Rate determined as of such Interest Determination Date shall be the CMT Rate in effect for the prior Interest Reset Period; provided, however,
if there was no preceding Interest Reset Date, the initial interest rate will remain in effect for the new Interest Reset Period.
Determination of Commercial Paper Rate. If the Base Rate set forth on the face hereof is the Commercial Paper Rate, this Security will
bear interest for each Interest Reset Period at the interest rate calculated with reference to the Commercial Paper Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and Maximum
Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Commercial Paper Rate” means, with respect to any Interest Determination Date pertaining thereto, the Money Market Yield
(calculated as described below) of the rate on such date for commercial paper having the Index Maturity set forth on the face hereof, as such rate shall be published in H.15(519) prior to 3:00 p.m., New York City time, on the Calculation Date under
the caption “Commercial Paper—Nonfinancial.” If the above rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date, the Commercial Paper Rate shall be the Money Market Yield of the rate on
such Interest Determination Date for commercial paper having the Index Maturity set forth on the face hereof as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate. If by 3:00 p.m.,
New York City time, on the Calculation Date pertaining to such Interest Determination Date such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source, the Commercial Paper Rate on such Interest
Determination Date shall be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on such Interest Determination Date of three leading dealers in
U.S. dollar commercial paper in New York City
selected by the Calculation Agent for commercial paper having the Index Maturity set forth on the face hereof placed for an industrial issuer whose bond rating is “AA,” or the
equivalent, from a nationally recognized securities rating organization. However, if fewer than three dealers selected as aforesaid by the Calculation Agent are quoting offered rates as mentioned in the previous sentence, the Commercial Paper Rate
will remain the Commercial Paper Rate then in effect on such Interest Determination Date.
“Money Market Yield” shall
be a yield (expressed as a percentage) calculated in accordance with the following formula:
where “D” refers to the applicable annual 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 the interest is being calculated.
Determination of EURIBOR. If the Base Rate set forth on the face hereof is EURIBOR, this Security will bear interest for each Interest
Reset Period at the interest rate calculated with reference to EURIBOR, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face
hereof. With respect to Securities indexed to EURIBOR, unless otherwise set forth on the face hereof, the Calculation Agent will determine EURIBOR on each EURIBOR Interest Determination Date, which is the second T2 Business Day prior to the Interest
Reset Date for each Interest Reset Period.
Unless otherwise specified on the face hereof, EURIBOR means, with respect to any Interest
Determination Date, a Base Rate equal to the interest rate for deposits in euro designated as “EURIBOR” as sponsored, calculated and published by EMMI having the index maturity specified on the face hereof, as that rate appears on
Refinitiv Page EURIBOR01 (or any other page as may replace such page on such service) (“Refinitiv Page EURIBOR01”) as of 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date.
Unless otherwise specified on the face hereof, the following procedures will be followed if EURIBOR cannot be determined as described above:
(I) If the rate described above does not appear on Refinitiv Page EURIBOR01, EURIBOR will be determined on the basis of the rates, at
approximately 11:00 a.m., Brussels time, on such EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the euro-zone interbank market by the principal euro-zone office of each of four major banks
in that market selected by the Calculation Agent, after consultation with the Company: euro deposits having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in a representative amount. The Calculation Agent will
request that the principal euro-zone office of each of these banks provide a quotation of its rate. If at least two quotations are provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of those quotations.
(II) If fewer than two quotations are provided as described above, EURIBOR for such EURIBOR
Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading euro-zone banks quoted, at approximately 11:00 a.m., Brussels time on that EURIBOR Interest Determination Date, by three major banks in
the euro-zone selected by the Calculation Agent: loans of euro having such EURIBOR index maturity, beginning on such EURIBOR Interest Reset Date, and in an amount that is representative of a single transaction in euro in that market at the time.
(III) If fewer than three banks selected by the Calculation Agent are quoting as described above, EURIBOR for the new interest period will
be EURIBOR in effect for the prior interest period. If the initial Base Rate has been in effect for the prior interest period, however, it will remain in effect for the new interest period.
Notwithstanding, and at any time during the application of, the foregoing procedures, if the Company or its designee determines that a
Benchmark Event has occurred in relation to any Notes that reference EURIBOR, then, pursuant to the provisions described under “Benchmark Discontinuation—Reference Rate Replacement—EURIBOR,” the Company will use reasonable
efforts to appoint an Independent Financial Adviser for the determination (with the Company’s agreement) of, amongst other items, a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree
that there is no Successor Rate, an Alternative Benchmark Rate (as defined below) and, in each case, an Adjustment Spread (as defined below) and the provisions described under “Benchmark Discontinuation—Reference Rate
Replacement—EURIBOR” shall, in such circumstances, apply to the EURIBOR Notes.
Benchmark Discontinuation—Reference
Rate Replacement—EURIBOR
Notwithstanding the foregoing, if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines that a Benchmark Event (as defined below) has occurred when any interest rate (or the relevant component part thereof) remains to be determined by reference to EURIBOR, then the following
provisions shall apply:
•
the Company will use reasonable efforts to appoint an Independent Financial Adviser (as defined below) for the
determination (with the Company’s agreement) of a Successor Rate (as defined below) or, alternatively, if the Company and the Independent Financial Adviser agree that there is no Successor Rate, an alternative rate (the “Alternative
Benchmark Rate”) and, in either case, an alternative screen page or source (the “Alternative Relevant Screen Page”) and an Adjustment Spread (as defined below) (if applicable) no later than three Business Days prior to the relevant
Interest Determination Date relating to the next succeeding interest period (the “IA Determination Cut-off Date”) for purposes of determining the interest rate applicable to the Notes for all
future interest periods;
•
the Alternative Benchmark Rate will be such rate as the Company and the Independent Financial Adviser agree has
replaced the relevant reference rate in customary market usage for the purposes of determining the applicable interest rate or, if the Company and the Independent Financial Adviser agree that there is no such rate, such other rate as the Company and
the Independent Financial Adviser agree is most comparable to the relevant reference rate, and the Alternative Relevant Screen Page shall be such page of an information service as displays the Alternative Benchmark Rate;
•
if the Company is unable to appoint an Independent Financial Adviser, or if the Company and the Independent
Financial Adviser cannot agree upon, or cannot select a Successor Rate or an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the IA Determination Cut-off Date in accordance with the
clause immediately above, then the Company may determine which (if any) rate has replaced the relevant reference rate in customary market usage for purposes of determining the applicable interest rate or, if the Company determines that there is no
such rate, which (if any) rate is most comparable to the relevant reference rate, and the Alternative Benchmark Rate will be the rate so determined by the Company, and the Alternative Relevant Screen Page will be such page of an information service
as displays the Alternative Benchmark Rate; provided, however, that if this clause applies and the Company is unable or unwilling to determine an Alternative Benchmark Rate and Alternative Relevant Screen Page prior to the Interest Determination
Date relating to the next succeeding interest period in accordance with this clause, the reference rate applicable to such interest period will be determined pursuant to the interest rate provisions for Notes referencing EURIBOR as applicable and as
outlined above under the captions “EURIBOR Notes”;
•
if a Successor Rate or an Alternative Benchmark Rate and an Alternative Relevant Screen Page is determined in
accordance with the preceding provisions, such Successor Rate or such Alternative Benchmark Rate and such Alternative Relevant Screen Page will be the benchmark and the Relevant Screen Page in relation to the Notes for all future interest periods;
•
if the Company determines, together with the Independent Financial Adviser, that (A) an Adjustment Spread is
required to be applied to the Successor Rate or the Alternative Benchmark Rate and (B) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread will be applied to the Successor Rate or the
Alternative Benchmark Rate for each subsequent determination of a relevant interest rate and Interest Amount(s) (or a component part thereof) by reference to such Successor Rate or such Alternative Benchmark Rate;
•
if a Successor Rate or an Alternative Benchmark Rate and/or Adjustment Spread is determined in accordance with
the above provisions, the Company may also specify additional changes applicable to the Notes, and the method for determining the fallback rate in relation to the Notes, to follow market practice in relation to the Successor Rate or the Alternative
Benchmark Rate and/or the Adjustment Spread, which changes shall apply to the Notes for all future interest periods; and
•
the Company will promptly, following the determination of any Successor Rate or any Alternative Benchmark Rate
and any Alternative Relevant Screen Page and any Adjustment Spread (if any), give notice thereof and of any changes pursuant to the clause immediately above to the Calculation Agent, the fiscal and paying agent and the holders of the Notes.
“Adjustment Spread” means either a spread (which may be positive or negative) or
a formula or methodology for calculating a spread, which the Company determines should be applied to the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), as a result of the replacement of the relevant reference
rate with the relevant Successor Rate or the relevant Alternative Benchmark Rate (as applicable), and is the spread, formula or methodology which:
•
in the case of a Successor Rate, is recommended or formally provided as an option for parties to adopt, in
relation to the replacement of the reference rate with the Successor Rate by any Relevant Nominating Body; or
•
in the case of a Successor Rate for which no such recommendation has been made, or option provided, or in the
case of an Alternative Benchmark Rate, the spread, formula or methodology which the Company determines to be appropriate to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
the case may be) to holders as a result of the replacement of the reference rate with the Successor Rate or the Alternative Benchmark Rate (as applicable).
“Benchmark Event” means:
(a) the relevant reference rate (or component thereof) has ceased to be published on the Relevant Screen Page as a result of such benchmark (or
component thereof) ceasing to be calculated or administered; or
(b) a public statement by the administrator of the relevant reference rate
(or component thereof) that it will cease publishing such reference rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of such reference rate) (or component thereof);
or
(c) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof) that such reference
rate (or component thereof) has been or will be permanently or indefinitely discontinued; or
(d) a public statement by the supervisor of
the administrator of the relevant reference rate (or component thereof) that means that such reference rate (or component thereof) will be prohibited from being used or that its use will be subject to restrictions or adverse consequences; or
(e) a public statement by the supervisor of the administrator of the relevant reference rate (or component thereof) that, in the view of such
supervisor, such reference rate (or component thereof) is no longer representative of an underlying market; or
(f) it has or will become
unlawful for the Calculation Agent or the Company to calculate any payments due to be made to any holder using the relevant reference rate (or component thereof) (including, without limitation, under the Benchmarks Regulation (EU) 2016/1011, if
applicable),
provided that the Benchmark Event shall be deemed to occur only (i) in the case of paragraphs
(b) and (c) above, on the date of the cessation of the relevant reference rate (or component thereof) or the discontinuation of the reference rate (or component thereof), as the case may be, (ii) in the case of paragraph (d) above, on
the date of prohibition of use of the reference rate (or component thereof) and (iii) in the case of paragraph (e) above, on the date with effect from which the reference rate (or component thereof) will no longer be (or will be deemed by
the relevant supervisor to no longer be) representative of its relevant underlying market and which is specified in the public statement, and, in each case, not the date of the relevant public statement.
“euro-zone” means, at any time, the region comprised of the member states of the European Economic and Monetary Union that, as of
that time, have adopted a single currency in accordance with the Treaty on European Union of February 1992.
“Independent Financial
Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets, in each case appointed by the Company.
“Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable):
•
the European Union, the central bank, reserve bank, monetary authority or similar institution for the currency to
which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
•
any working group or committee sponsored by, chaired or co-chaired by or
constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator
of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
“Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent
Financial Adviser (with the Company’s agreement) determines is a successor to or replacement of the relevant reference rate which is formally recommended by any Relevant Nominating Body.
Determination of Federal Funds Rate. If the Base Rate set forth on the face hereof is the Federal Funds Rate, this Security will bear
interest for each Interest Reset Period at the interest rate calculated with reference to the Federal Funds Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest
Rate, if any, set forth on the face hereof.
Unless otherwise specified on the face hereof, “Federal Funds Rate” means
the rate determined by the Calculation Agent, with respect to any Interest Determination Date, in accordance with the following provisions:
(i) If “Federal Funds (Effective) Rate” is the specified Federal Funds Rate on the face hereof, the Federal Funds Rate as of
the applicable Interest Determination Date shall be the rate with respect to such date for United States dollar Federal Funds as published in H.15(519) opposite the caption “Federal Funds (Effective),” as such rate is displayed on
Refinitiv on page FEDFUNDS1 (or any other page as may replace such page on such service) (“Refinitiv Page FEDFUNDS1”) under the heading “EFFECT,” or, if such rate is not so published by 3:00 p.m., New York City
time, on the Calculation Date, the rate with respect to such Interest Determination Date for United States dollar Federal Funds as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such
rate, under the caption “Federal Funds (Effective).” If such rate does not appear on Refinitiv Page FEDFUNDS1 or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York
City time, on the related Calculation Date, then the Federal Funds Rate with respect to such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight
United States dollar Federal Funds arranged by three leading brokers of U.S. dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent, prior to 9:00 a.m., New York City
time, on the Business Day following such Interest Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of
such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate Interest
Determination Date.
(ii) If “Federal Funds Open Rate” is the specified Federal Funds Rate on the face hereof, the
Federal Funds Rate as of the applicable Interest Determination Date shall be the rate on such date under the heading “Federal Funds” for the relevant Index Maturity and opposite the caption “Open” as such rate
is displayed on Refinitiv on page 5 (or any other page as may replace such page on such service) (“Refinitiv Page 5”), or, if such rate does not appear on Refinitiv Page 5 by 3:00 p.m., New York City time, on the Calculation Date,
the Federal Funds Rate for the Interest Determination Date will be the rate for that day displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a
successor) on Bloomberg. If such rate does not appear on Refinitiv Page 5 or is not displayed on FFPREBON Index page on Bloomberg or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date, then the
Federal Funds Rate on such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading
brokers of United States dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Interest Determination Date;
provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate on such Federal Funds Rate Interest Determination Date.
(iii) If “Federal Funds Target Rate” is the specified Federal Funds Rate
on the face hereof, the Federal Funds Rate as of the applicable Interest Determination Date shall be the rate on such date as displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00
p.m., New York City time, on the Calculation Date, the Federal Funds Rate for such Interest Determination Date will be the rate for that day appearing on Refinitiv Page USFFTARGET= (or any other page as may replace such page on such service)
(“Refinitiv Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Refinitiv Page USFFTARGET= by 3:00 p.m., New York City time, on the related Calculation Date, then the Federal
Funds Rate on such Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar Federal Funds arranged by three leading brokers of
United States dollar Federal Funds transactions in New York City (which may include the Agents or their affiliates) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Interest Determination Date;
provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal
Funds Rate in effect on such Federal Funds Rate Interest Determination Date without giving effect to any resetting of the Federal Funds Rate Interest Determination Date.
Determination of Prime Rate. If the Base Rate set forth on the face hereof is the Prime Rate, this Security will bear interest for each
Interest Reset Period at the interest rate calculated with reference to the Prime Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth
on the face hereof. Unless otherwise set forth on the face hereof, the “Prime Rate” means, with respect to any Interest Determination Date pertaining thereto, the prime rate or base lending rate on such date as published in
H.15(519) by 3:00 p.m., New York City time, on the Calculation Date for that Interest Determination Date, under the caption “Bank Prime Loan” (or any other heading that is the then applicable heading established to describe such
Index Maturity). If such rate is not yet published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Prime Rate will be the rate on such Interest Determination Date as published in H.15
Daily Update, or such other recognized source used for the purpose of displaying such rate, under the caption “Bank Prime Loan.”
If the rate is not published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the
Calculation Date, then the Calculation Agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on “USPRIME1” as that bank’s Prime Rate or base
lending rate as of 11:00 a.m., New York City time, on such Interest Determination Date. If at least one rate but fewer than four such rates appear on the USPRIME1 for such Interest Determination Date, the Prime Rate shall be the arithmetic mean of
the Prime Rates or base lending rates quoted (on the basis of the actual number of days in the year divided by 360) as of the close of business on such Interest Determination Date by three major money center banks in New York City selected by the
Calculation Agent. If the banks selected by the Calculation Agent are not quoting as mentioned above, the Prime Rate will remain the Prime Rate then in effect on the Interest Determination Date.
“USPRIME1” means the display on the Refinitiv 3000 Xtra Service (or any successor service) on the “USPRIME1 Page” (or
such other page as may replace the USPRIME1 Page on such service) for the purpose of displaying Prime Rates or base lending rates of major U.S. banks.
Determination of SOFR. Prior to the occurrence of a Benchmark Transition Event and
related Benchmark Replacement Date (each as defined below in this “—Determination of SOFR” section), if the Base Rate set forth on the face hereof is SOFR, this Security will bear interest for each Interest Reset Period at the
interest rate calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index
rate, as may be published at such time by the SOFR Administrator (as defined below) or calculable at such time by reference to such published rates, in each case as specified in the applicable pricing supplement, plus or minus any Spread, and/or
multiplied by any Spread Multiplier, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof.
SOFR Notes will be Compounded SOFR Notes or Compounded SOFR Index notes, as described below, unless otherwise specified on the face hereof.
Unless the face hereof specifies otherwise, the interest rate applicable for each interest period will be the rate determined by the
Calculation Agent, with respect to any Interest Determination Date relating to a floating rate note or fixed rate/floating rate note for which the interest rate is determined with reference to SOFR (a “SOFR Interest Determination Date”)
at a Base Rate equal to compounded daily SOFR (“Compounded SOFR”), calculated as described below or by any other method of calculation specified on the face hereof.
The amount of interest accrued and payable on SOFR Notes for each interest period will be equal to the product of (i) the outstanding
principal amount of SOFR Notes multiplied by (ii) the product of (a) the Base Rate adjusted by the applicable Spread or Spread Multiplier for the relevant interest period multiplied by (b) the quotient of the actual number of calendar
days in such interest period (or other applicable period) divided by 360.
Promptly upon such determination, the Calculation Agent will
notify the Company of the floating interest rate for the relevant interest period. Any calculation or determination by the Calculation Agent with respect to the floating interest rate will be made in the Calculation Agent’s sole discretion and
will be conclusive and binding absent manifest error.
The SOFR Interest Determination Date for Compounded SOFR Notes and Compounded SOFR
Index Notes means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date (or Maturity Date, Redemption Date, or Repayment Date) in respect of the relevant interest period, as specified on the face
hereof. Unless the face hereof specifies otherwise, the SOFR Interest Determination Date for each interest period will be two U.S. Government Securities Business Days preceding the applicable Interest Payment Date (or Maturity Date, Redemption Date,
or Repayment Date).
Notwithstanding the foregoing paragraphs, if the Company or its designee (which may be an affiliate of the Company),
after consulting with the Company, determines on or prior to the relevant SOFR Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then the provisions set forth
below under the heading “—Effect of Benchmark Transition Event and Related Benchmark
Replacement Date,” which are referred to as the “benchmark transition provisions” herein, will thereafter apply to all determinations of the rate of interest payable on the SOFR
Notes. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest that will be payable for each interest period will be determined by
reference to a rate per annum equal to the Benchmark Replacement plus or minus the spread specified on the face hereof.
Compounded
SOFR Notes
If the face hereof specifies the calculation method for any SOFR Note as being “Compounded SOFR,” then
“Compounded SOFR,” with respect to any interest period, means the rate of return of a daily compounded interest investment calculated in accordance with the following formula:
where:
“d0”, for any observation period, means the number of U.S.
Government Securities Business Days in the relevant observation period;
“i” means a series of whole numbers from one
to d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in the
relevant observation period;
“SOFRi”, for any U.S.
Government Securities Business Day “i” in the relevant observation period, is equal to SOFR in respect of that day “i”;
“ni”, for any U.S. Government Securities Business Day
“i” in the relevant observation period, is the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business
Day (“i+1”);
“d” means the number of calendar days in the relevant observation period;
“observation period” means, in respect of each interest period, the period from, and including, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify on the face hereof) preceding the first date in such interest period to, but excluding, the date that is two U.S.
Government Securities Business Days (or such other number of U.S. Government Securities Business Days as the Company may specify on the face hereof) preceding the Interest Payment Date for such interest period (or, in the case of the final interest
period, the Maturity Date or earlier Redemption Date or Repayment Date);
“SOFR” means, with respect to any U.S. Government
Securities Business Day:
(1) the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate
appears on the SOFR Administrator’s Website at 3:00 p.m., New York City time, on the immediately following U.S. Government Securities Business Day (the “SOFR Determination Time”); or
(2) if the rate specified in (1) above does not so appear, unless both a Benchmark
Transition Event and its related Benchmark Replacement Date (as each such term is defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have occurred, the Secured Overnight Financing
Rate as published in respect of the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website; or
(3) If a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the Benchmark Replacement, subject to the
provisions described, and as defined, below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date.”
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing
Rate);
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York at
http://www.newyorkfed.org, or any successor source. The foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not part of this document and is not incorporated herein by reference;
and
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities
Industry and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Compounded SOFR Index Notes
If the face
hereof specifies the calculation method for any SOFR Note as being “Compounded Index Rate,” then “Compounded SOFR,” with respect to any interest period, means the rate computed in accordance with the following formula:
where:
“SOFR IndexStart” is the SOFR Index value for the day which
is two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified on the face hereof, preceding the first date of the relevant interest period;
“SOFR IndexEnd” is the SOFR Index value for the day which is
two U.S. Government Securities Business Days, or such other number of U.S. Government Securities Business Days as specified on the face hereof, preceding the Interest Payment Date relating to the relevant interest period; and
“dc” is the number of calendar days from (and including)
SOFR IndexStart to (but excluding) SOFR IndexEnd.
“SOFR Index” means, with respect to any U.S. Government Securities
Business Day:
(1)
the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR
Administrator’s Website at 3:00 p.m., New York City time, on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:
(2)
if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time,
then:
(i)
if a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below under
“—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “—SOFR Index Unavailable”
provisions below; or
(ii)
if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR,
then Compounded SOFR shall be the rate determined pursuant to the “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date” provisions below.
“U.S. Government Securities Business Day” means any day that is not a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
SOFR Index Unavailable
If a SOFR
IndexStart or SOFR IndexEnd is not published on the associated SOFR Interest Determination Date and a Benchmark
Transition Event and its related Benchmark Replacement Date (each as defined below under “—Effect of Benchmark Transition Event and Related Benchmark Replacement Date”) have not occurred with respect to SOFR, “Compounded
SOFR” means, for the applicable interest period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such
formula, published on the SOFR Administrator’s Website at www.newyorkfed.org/markets/reference-rates/additional-information-about-reference-rates. For the purposes of this provision, references in the SOFR Averages compounding formula and
related definitions to “calculation period” shall be replaced with “observation period” and the words “that is, 30-, 90-, or 180- calendar days” shall be removed. If the daily SOFR (“SOFRi”) does not so appear for any day “i” in the
observation period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was
published on the SOFR Administrator’s Website.
Effect of Benchmark Transition Event and Related Benchmark Replacement Date
Benchmark Replacement. If the Company or its designee (which may be an affiliate of the Company), after consulting with the
Company, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to the then-current Benchmark for the SOFR Notes, the applicable Benchmark Replacement
will replace the then-current Benchmark for the SOFR Notes for all purposes relating to the SOFR Notes in respect of all determinations on such date and for all determinations on all subsequent dates.
Benchmark Replacement Conforming Changes. In connection with the implementation of a
Benchmark Replacement, the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, will have the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations. Any determination, decision or election that may be made by the Company or its designee (which may be an
affiliate of the Company) pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an
event, circumstance or date and any decision to take or refrain from taking any action or any selection: (a) will be conclusive and binding absent manifest error; (b) if made by the Company, will be made in our sole discretion; (c) if
made by the Company’s designee, will be made after consultation with the Company, and such designee will not make any such determination, decision or election to which the Company objects; and (d) notwithstanding anything to the contrary
herein, the Indenture or the SOFR Notes, shall become effective without consent from the holders of the SOFR Notes or any other party.
The Calculation Agent shall have no liability for not making any determination, decision or election pursuant to the benchmark transition
provisions. The Company may designate an entity (which entity may be a Calculation Agent and/or its affiliate) to make any determination, decision or election that the Company has the right to make in connection with the benchmark transition
provisions set forth herein or in the applicable pricing supplement.
Certain Defined Terms. As used in this
“—Determination of SOFR” section with respect to any Benchmark Transition Event and implementation of the applicable Benchmark Replacement and Benchmark Replacement Conforming Changes:
“Benchmark” means, initially, the Specified SOFR; provided that if the Company or its designee (which may be an affiliate of the
Company), after consulting with the Company, determines on or prior to the relevant Reference Time that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to such Specified SOFR or the then-current
Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first
alternative set forth in the order below that can be determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, producing a commercially reasonable result as of the Benchmark Replacement
Date:
(1)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;
(2)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;
(3)
the sum of: (a) the alternate rate of interest that has been selected by the Company or its designee
(which may be an affiliate of the Company), after consulting with the Company, as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the
order below that can be determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, as of the Benchmark Replacement Date:
(1)
the spread adjustment (which may be a positive or negative value or zero), or method for calculating or
determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body or determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with
the method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement;
(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA
Fallback Adjustment;
(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company
or its designee (which may be an affiliate of the Company), after consulting with the Company, after giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the
replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the definition of “Interest Period,” the manner, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors (including changes to the definition of
“Corresponding Tenor” solely when such tenor is longer than the interest period) and other administrative matters) that the Company or its designee (which may be an affiliate of the Company), after consulting with the Company,
determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company, the Calculation Agent or the
Company’s designee (which may be an affiliate of the Company), after consulting with the Company, decides that implementation of any portion of such market practice is not administratively feasible or if the Company or its designee (which may
be an affiliate of the Company), after consulting with the Company, determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee (which may be an affiliate of the Company), after
consulting with the Company, determines is appropriate).
“Benchmark Replacement Date” means the earliest to occur of the following events
with respect to the then-current Benchmark:
(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise
to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current
Benchmark (including the daily published component used in the calculation thereof):
(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such
component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide the Benchmark (or such component);
(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction
over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark
(or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the
Benchmark (or such component); or
(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark announcing that the Benchmark is no longer representative.
“Corresponding Tenor” with respect to
a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
“ISDA Definitions” means the 2021 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any
successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive
or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR calculated
by reference to daily SOFR, the SOFR Determination Time, and (2) if the Benchmark is Compounded SOFR calculated by reference to SOFR Index, the SOFR Index Determination Time, and (3) if the Benchmark is not Compounded SOFR calculated by
reference to SOFR or SOFR Index, the time determined by the Company or its designee (which may be an affiliate of the Company), after consulting with the Company, in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the SOFR Administrator on the
SOFR Administrator’s Website.
“Specified SOFR” means the Compounded SOFR, as described above, or another Base Rate
calculated by reference to daily SOFR, a 30-, 90- or 180-day average SOFR, or any other SOFR rate or SOFR index rate, as
specified on the face hereof of the SOFR Notes.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding
the Benchmark Replacement Adjustment.
Determination of Treasury Rate. If the Base Rate set forth on the face hereof is the
Treasury Rate, this Security will bear interest for each Interest Reset Period at the interest rate calculated with reference to the Treasury Rate, plus or minus any Spread, and/or multiplied by any Spread Multiplier, and subject to the Minimum
Interest Rate and the Maximum Interest Rate, if any, set forth on the face hereof. Unless otherwise set forth on the face hereof, the “Treasury Rate” means, with respect to any Interest Determination Date pertaining thereto, the
rate from the auction of direct obligations of the United States (“Treasury bills”) held on such Interest Determination Date having the Index Maturity set forth on the face hereof under the caption “INVEST RATE”
on the display on Refinitiv on page USAUCTION10 (or any other page as may replace such page on such service) or page USAUCTION11 (or any other page as may replace such page on such service) by 3:00 p.m., New York City time, on the Calculation Date
for such Interest Determination Date. However, if not yet published by 3:00 p.m., New York City time, on the Calculation Date pertaining to such Interest Determination Date (unless the
calculation is made earlier and the rate is available from that source at that time), the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the auction rate of such Treasury
bills of the kind described above, as announced by the United States Department of the Treasury. If the results of the most recent auction of Treasury bills having the Index Maturity set forth on the face hereof are not so announced as described
above by 3:00 p.m., New York City time, on such Calculation Date, or if no auction is held for the relevant week, then the Treasury Rate will be the Bond Equivalent Yield on such Interest Determination Date of Treasury bills having the Index
Maturity specified on the face hereof as published in the H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. government securities—Treasury bills
(secondary market)” (or any successor caption or heading). If such rate is not published in the H.15 Daily Update or another recognized electronic source by 3:00 p.m., New York City time, on the related Calculation Date (unless the
calculation is made earlier and the rate is available from one of those sources at that time), then the Calculation Agent will determine the Treasury Rate to be the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as
of approximately 3:30 p.m., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers (which may include the Agents or their affiliates) selected by the Calculation Agent for the
issue of Treasury bills with a remaining maturity closest to the Index Maturity set forth on the face hereof. However, if fewer than three dealers selected by the Calculation Agent are quoting as mentioned in the prior sentence, the Treasury Rate
for the new Interest Reset Period will be the Treasury Rate in effect for the prior Interest Reset Period; provided, however, if there was no preceding Interest Reset Date, the initial interest rate will remain in effect for the new Interest Reset
Period.
“Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in accordance with the following
formula:
where “D” refers to the applicable per annum rate for Treasury bills quoted on a bank discount basis and
expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.
Section 4. Redemption. If so specified on the face hereof, the Company may at its option redeem this Security in whole or from
time to time in part in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination of such Security (except in the case of a Discount Security)) on or after the date
designated as the Initial Redemption Date on the face hereof at 100% of the unpaid principal amount hereof or the portion thereof redeemed (or, if this Security is a Discount Security, such lesser amount as is provided for below) multiplied by the
Initial Redemption Percentage specified on the face hereof, together with accrued interest to the Redemption Date, provided that any such redemption will be subject to the prior approval of the Board of Governors of the Federal Reserve System or its
delegee (the “Federal Reserve”), if then required. Such Initial Redemption Percentage, if more than 100% , shall decline at each anniversary of the Initial Redemption Date by an amount equal to the Annual Redemption Percentage
Reduction specified on the face hereof until the redemption price is 100% of such amount. The Company may
exercise such option by causing the Trustee to, or cause the Paying Agent to, deliver a notice of such redemption at least five but not more than 60 days prior to the Redemption Date. In the
event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Securities of the series, of which
this Security is a part, with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at
least 60 days prior to the relevant redemption date, unless a shorter notice period shall be satisfactory to the Trustee. If less than all of the Securities with like tenor and terms to this Security are to be redeemed, the Securities to be redeemed
shall be selected by the Trustee by such method as the Trustee shall deem fair and appropriate.
Section 5. Repayment. If so
specified on the face hereof, this Security shall be repayable prior to the Stated Maturity at the option of the Holder on each applicable Repayment Date shown on the face hereof at the Repayment Price shown on the face hereof, together with accrued
interest to the Repayment Date. In order for this Security to be repaid, the Paying Agent must receive at least 10 but not more than 60 days prior to a Repayment Date this Security with the form attached hereto entitled “Option to Elect
Repayment” duly completed. Except as set forth in Section 308 of the Indenture, any tender of this Security for repayment shall be irrevocable. The repayment option may be exercised by the Holder of this Security in whole or in part
in increments of $1,000 (provided that any remaining principal amount of this Security shall not be less than the minimum authorized denomination hereof). Upon any partial repayment, this Security shall be canceled and a new Security or Securities
for the remaining principal amount hereof shall be issued in the name of the Holder of this Security.
Section 6. Sinking
Fund. This Security will not be subject to any sinking fund.
Section 7. Discount Securities. If this Security (such
Security being referred to as an “Discount Security”) (a) has been issued at an Issue Price lower, by more than a de minimis amount (as determined under United States federal income tax rules applicable to original issue
discount instruments), than its “stated redemption price at maturity” (as defined in the Internal Revenue Code of 1986, as amended (the “Code”)) and (b) would be
considered an original issue discount security for United States federal income tax purposes, then the amount payable on this Security in the event of redemption by the Company, repayment at the option of the Holder, or acceleration of maturity upon
certain events of bankruptcy, insolvency or reorganization of the Company or receivership or conservatorship of a Major Bank (as defined in the Indenture), in lieu of the principal amount due at the Stated Maturity hereof, shall be the Amortized
Face Amount (as defined below) of this Security as of the date of such redemption, repayment or acceleration. The “Amortized Face Amount” of this Security shall be the amount equal to the sum of (a) the Issue Price (as set
forth on the face hereof) plus (b) ) the portion of the difference between the Issue Price and the principal amount of the Discount Security that has been amortized at the stated yield of the Discount Security, computed in accordance with the rules
set forth in the Code, and applicable Treasury regulations, at the date as of which the Amortized Face Amount is calculated.
Section 8. Modifications and Waivers. 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. Such amendment may be effected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a 66-2/3% in principal amount of all Outstanding Securities affected thereby. The Indenture also contains provisions permitting the
Holders of not less than 66-2/3% in principal amount of the Outstanding Securities, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the
Indenture. Provisions in the Indenture also permit the Holders of not less than 66-2/3% in principal amount of all Outstanding Securities of any series to waive on behalf of all of the Holders of all the
Securities of such series and any related coupons certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Security and upon all future Holders of this
Security and of any Security 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 Security[, provided no action provided in this Section shall
be taken without the Company’s consent where it would result in the Notes not being Tier 2 capital for Federal Reserve purposes].
Section 9. Subordination; Obligations of the Company Absolute. The indebtedness evidenced by the Securities of this series is, to
the extent provided in the Indenture, subordinated and subject in right of the payment in full of the principal of (and premium, if any) and interest on all Senior Indebtedness, as defined in the Indenture, and this Security is issued subject to the
provisions of the Indenture with respect thereto. The Indenture provides that in the event of insolvency, bankruptcy, receivership, reorganization, liquidation or similar proceedings of the Company (an “insolvency event”), all
Senior Indebtedness of the Company shall be entitled to be paid in full before any payment shall be made on, the Securities of this series. Each Holder of this Security, by accepting the same, agrees that each holder of Senior Indebtedness, whether
created or acquired before or after the issuance of the Securities of this series, shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. The Indenture
also provides that if, upon the occurrence of an insolvency event relating to the Company, there remains, after giving effect to the subordination provisions referred to in Section 1614 of the Indenture, any amount of cash, property or
securities available for payment or distribution in respect of Securities of this series (as defined in the Indenture, “Excess Proceeds”), and if, at such time, any Entitled Person (as defined in the Indenture) has not received
payment in full of all amounts due or to become due on or in respect of Other Senior Obligations (as defined in the Indenture), then such Excess Proceeds shall first be applied to pay or provide for the payment in full of such Other Senior
Obligations before any payment or distribution may be made in respect of the Securities of this series. This Security is also issued subject to the provisions of the Indenture regarding payments to Entitled Persons in respect of Other Senior
Obligations. Each Holder of this Security, by accepting the same, agrees to be bound by the provisions of the Indenture described herein and authorizes and directs the Trustee to take such action on his behalf as may be necessary or appropriate to
acknowledge or effectuate the subordination of this Security and payment of Excess Proceeds as provided in the Indenture and appoints the Trustee his attorney-in-fact
for any and all such purposes.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the Specified Currency herein prescribed.
Section 10. Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this
Security, unless otherwise specified on the face hereof.
Section 11. Authorized Denominations. Unless otherwise provided on
the face hereof, this Security is issuable only in registered form without coupons issued in denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000. If this Security is denominated in a Specified Currency
other than U.S. dollars or is a Discount Security, this Security shall be issuable in the denominations set forth on the face hereof.
Section 12. Registration of Transfer. As provided in the Indenture and subject to certain limitations herein and therein set
forth, the transfer of this Security is registrable in the Security Register upon surrender of this Security for registration of transfer at a Place of Payment for the series of Securities of which this Security is a part, 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 his attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
If
the registered owner of this Security is the Depository (such a Security being referred to herein as a “Global Security”) and (i) the Depository is at any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days following notice to the Company or (ii) an Event of Default occurs, the Company will issue Securities in certificated form in exchange for this Global Security. In addition, the Company
may at any time determine not to have Securities represented by this Global Security and, in such event, will issue Securities in certificated form in exchange in whole for this Global Security representing such Security. In any such instance, an
owner of a beneficial interest in a Global Security will be entitled to physical delivery in certificated form of Securities equal in principal amount to such beneficial interest and to have such Securities registered in its name. Securities so
issued in certificated form will be issued in denominations of $2,000 (or such other denomination as shall be specified by the Company) or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form
only, without coupons.
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 Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
Section 13. Events of Default. If an Event of Default with respect to the
Securities of the series of which this Security forms a part shall have occurred and be continuing, the principal of this Security may be declared due and payable in the manner and with the effect provided in the Indenture.
Section 14. Defined Terms. All terms used in this Security which are defined in the Indenture and are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.
Section 15. Governing Law. This Security shall be governed by and
construed in accordance with the laws of the State of New York.
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
TEN ENT — as tenants by the entireties
JT TEN — as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT -
Custodian
(Cust.)
(Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the within
Security of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Security on the books of the within-named Company, with full power of substitution in the premises.
Dated _________________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay this Security (or the portion thereof specified below),
pursuant to its terms, on the “Repayment Date” first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to 100% of the principal amount thereof, together with interest thereon
accrued to, but excluding, the Repayment Date, to the undersigned at:
(Please Print or Type Name and Address of the Undersigned.)
For this Option to Elect Repayment to be effective, this Security with the Option to Elect Repayment duly completed must be received at
least 10 but not more than 60 days prior to the Repayment Date (or, if such Repayment Date is not a Business Day, the next succeeding Business Day) by the Company at its office or agency, which will be located initially at the office of the Paying
Agent at Deutsche Bank Trust Company Americas, 1 Columbus Circle, New York, New York 10019, Attention: Corporate Trust & Agency Services.
If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $1,000 or an
integral multiple thereof) which is to be repaid: $_______________.
If less than the entire principal amount of the within Security is to
be repaid, specify the denomination(s) of the Security(ies) to be issued for the unpaid amount ($1,000 or any integral multiple of $1,000; provided that any remaining principal amount of this Security shall not be less than the minimum
denomination of such Security): $_____________________.
Dated:_______________
Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security in every particular without alterations or enlargement or any change whatsoever.
Exhibit 4.3(j)
THIS MASTER GLOBAL NOTE IS AN OBLIGATION OF SOLELY KEYCORP AND IS NOT A DEPOSIT OR OTHER OBLIGATION OF KEYBANK, N.A. OR ANY OTHER BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
[THIS SECURITY IS SUBORDINATED, AS TO PRINCIPAL, INTEREST AND
PREMIUM, AND ADDITIONAL AMOUNTS, IF ANY, TO ALL “SENIOR INDEBTEDNESS” OF KEYCORP, INCLUDING ALL OBLIGATIONS TO KEYCORP’S GENERAL CREDITORS (OTHER THAN OBLIGATIONS TO TRADE CREDITORS INCURRED IN THE ORDINARY COURSE OF
KEYCORP’S BUSINESS). THIS SECURITY IS NOT SECURED BY ANY ASSETS OF KEYCORP OR BY THE ASSETS OF ANY OF ITS SUBSIDIARIES OR AFFILIATES, IS NOT GUARANTEED BY ANY OF KEYCORP’S SUBSIDIARIES OR AFFILIATES, AND IS INELIGIBLE AS COLLATERAL TO
SECURE A LOAN OR EXTENSION OF CREDIT FROM KEYCORP OR ANY OF ITS SUBSIDIARIES.]
REGISTERED
KEYCORP
FORM OF
SUBORDINATED
MEDIUM-TERM
REGISTERED
No. 001
NOTE, SERIES V
(MASTER GLOBAL NOTE)
If the registered owner of this Master Global Note (as indicated below) is The Depository Trust Company
(“DTC”) or a nominee of DTC, this Master Global Note is a Global Security, is subject to all applicable procedures of DTC, and the following legend applies:
Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of
transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
If the registered owner of
this Master Global Note (as indicated below) is [________________] (“[________]”) or a nominee of [_________], this Master Global Note is a Global Security and the following legend applies:
Unless this certificate is presented by an authorized representative of [_________________] (the “Depository”) to the issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the name of [_________________] or in such other name as is requested by an authorized representative of the Depository (and any payment is made to
[_________________] or to such other entity as is requested by an authorized representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
[_________________], has an interest herein.
Thereafter the following legend applies, regardless of the registered owner of this Security:
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this
certificate may not be transferred except as a whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a
nominee of such successor.
KEYCORP, an Ohio corporation (herein referred to as the “Issuer,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [___________], or its registered assigns: (i) on each principal payment date, including each amortization date, redemption date, repayment
date, maturity date, and extended maturity date, as applicable, of each obligation identified on the records of the Issuer (which records are maintained by Deutsche Bank Trust Company Americas, or such other paying agent as designated in the
applicable pricing supplement (the “Paying Agent”)) as being evidenced by this Master Global Note, the principal amount then due and payable for each such obligation, and (ii) on each interest payment date, if any, the
interest then due and payable on the principal amount for each such obligation. Payment shall be made by wire transfer of United States dollars to the registered owner, or immediately available funds or the equivalent to a party as authorized by the
registered owner and in the currency other than United States dollars as provided for in each such obligation, by the Paying Agent without the necessity of presentation and surrender of this Master Global Note.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER GLOBAL NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS RELATING TO THE SUBORDINATION OF THIS SECURITY TO THE ISSUER’S SENIOR INDEBTEDNESS.
This Master Global Note is a valid and binding obligation of the Issuer.
2
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its
corporate seal.
KEYCORP
By:
Name:
Title:
Attest:
Assistant Secretary
(Seal)
Dated:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Authorized Signatory
3
[REVERSE OF NOTE]
KEYCORP
SUBORDINATED MEDIUM-TERM
NOTE, SERIES V
(MASTER GLOBAL NOTE)
This Master Global Note evidences certain indebtedness (the “Debt Obligations”) of the Issuer, which shall form a part of
the Issuer’s unsecured, subordinated medium-term notes, Series V due nine months or more from the date of issue (“Series V”), all issued or to be issued under and pursuant to an Indenture dated as of June 10, 1994, as
it may be supplemented from time to time (the “Indenture”), duly executed and delivered by the Issuer to Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), to which Indenture and all indentures
supplemental thereto (including the Issuer’s Officers’ Certificate and Company Order, dated June 10, 2026, with respect to, among other things, the establishment of Subordinated Medium-Term Notes, Series V) reference is hereby made for a
description of the rights, duties and immunities thereunder of the Issuer, the Trustee and the holders of the Debt Obligations. As provided in the Indenture, the Debt Obligations may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption and repayment provisions, if any, may be subject to different sinking, purchase, or analogous funds, if any, may be subject to different covenants and events of default, and may otherwise vary as in the
Indenture provided or permitted. The Indenture was amended pursuant to a First Supplemental Indenture dated as of November 14, 2001, a Second Supplemental Indenture dated as of November 13, 2013 and a Third Supplemental Indenture dated as
of June 16, 2023, copies of which are available from the Issuer or the Trustee. The Debt Obligations as evidenced by this Master Global Note aggregated with any other indebtedness of the Issuer issued under Series V are unlimited.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE DEBT OBLIGATIONS SET FORTH IN THE RECORDS OF THE ISSUER MAINTAINED BY THE TRUSTEE,
WHICH RECORDS CONSIST OF THE PRICING SUPPLEMENT(S) TO THE PROSPECTUS SUPPLEMENT DATED JUNE 10, 2026, AND PROSPECTUS DATED JUNE 5, 2026 (EACH, AS IT MAY BE AMENDED OR SUPPLEMENTED, A “PRICING SUPPLEMENT”) RELATING TO EACH ISSUANCE
OF DEBT OBLIGATIONS, AS FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN AND SHALL COMPRISE A PART OF THIS MASTER GLOBAL NOTE.
Capitalized terms used herein that are not defined herein shall have the meanings assigned to them in the Indenture.
The indebtedness evidenced by this Master Global Note is, to the extent and in the manner provided in the Indenture referred to above,
subordinate and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Issuer, as defined in the Indenture, and each Holder of this Master Global Note, by
accepting the same, agrees to and shall be bound by the provisions of the Indenture and authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination of this
Master Global Note as
4
provided in the Indenture and appoints the Trustee his attorney-in-fact for any and all such purposes. The
Indenture provides that in the event of insolvency, bankruptcy, receivership, reorganization, liquidation or similar proceedings of the Issuer (an “insolvency event”), all Senior Indebtedness of the Issuer shall be entitled to be
paid in full before any payment shall be made on, the Securities of this series. Each Holder of this Security, by accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired before or after the issuance of the
Securities of this series, shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.
The indebtedness evidenced by this Master Global Note is issued subject to the provisions of the Indenture regarding payments to creditors in
respect of Other Senior Obligations. In particular, the Indenture provides that if upon the occurrence of an insolvency event relating to the Issuer, there remains, after giving effect to the subordination provisions referred in the preceding
paragraph, any amount of cash, property or securities available for payment or distribution in respect of this Master Global Note (as defined in the Indenture, “Excess Proceeds”), and if, at such time, any creditors in respect of
Other Senior Obligations have not received payment in full of all amounts due or to become due on or in respect of such Other Senior Obligations, then such Excess Proceeds shall first be applied to pay or provide for the payment in full of such
Other Senior Obligations before any payment or distribution may be made in respect of this Master Global Note.
Subject to the rights of
holders of Senior Indebtedness and Other Senior Obligations of the Issuer set forth in this Master Global Note and as provided in the Indenture referred to above, no reference herein to the Indenture and no provision of this Master Global Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest, if any, on each Debt Obligation at the times, places, and rates, and in the coin or
currency, identified on the records of the Issuer.
At the request of the registered owner, the Issuer shall promptly issue and deliver
one or more separate note certificates evidencing each Debt Obligation evidenced by this Master Global Note. As of the date any such note certificate or certificates are issued, the Debt Obligations which are evidenced thereby shall no longer be
evidenced by this Master Global Note.
Beneficial interests in the Debt Obligations evidenced by this Master Global Note are exchangeable
for definitive notes in registered form, of like tenor and of an equal aggregate principal amount, only if (a) (i) [The Depository Trust Company][_____________________], as depositary (the “Depository”), notifies the Issuer
that it is unwilling or unable to continue as Depository for this Master Global Note, or (ii) if at any time the Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if then required by
applicable law or regulation, and in either case, a successor depositary is not appointed by the Issuer within 90 days after receiving notice or becoming aware the Depository is unwilling or unable to continue as depositary or is no longer so
registered; (b) in the case of any other registered global note if (i) the clearing system(s) through which the notes are cleared and settled is closed for business for a continuous period of 14 days, other than by reason of holidays,
statutory or otherwise; or (ii) the clearing system(s) through which the notes are cleared and settled announces an intention to cease business permanently or does in fact do so; (c) the Issuer in its sole discretion elects to issue
definitive notes; or (d) after the occurrence of an Event
5
of Default relating to a Debt Obligation evidenced by this Master Global Note, beneficial owners representing a majority in principal amount of such Debt Obligation advise the Depository or other
clearing system(s) through its participants to cease acting as depositary for such Debt Obligation evidenced by this Master Global Note. Any beneficial interests in such Debt Obligation that are exchangeable pursuant to the preceding sentence shall
be exchangeable in whole for definitive notes in registered form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, unless otherwise specified in the
applicable Pricing Supplement. Such definitive notes shall be registered in the name or names of such person or persons as the Depository shall instruct the registrar.
Prior to due presentment of this Master Global Note for registration of transfer, the Issuer, the Trustee or any agent of the Issuer or the
Trustee may treat the holder in whose name this Master Global Note is registered as the owner hereof for all purposes, whether or not this Master Global Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by
notice to the contrary except as required by applicable law.
6
ASSIGNMENTS
FOR VALUE RECEIVED, the undersigne
d hereby sell(s), assign(s) and transfer(s) unto:
PLEASE INSERT TAX PAYER IDENTIFICATION NUMBER, SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
(Please print or type name and address,
including zip code of assignee)
the Master
Global Note of KEYCORP and all rights thereunder and does hereby irrevocably constitute and appoint:
Attorney to transfer the said Master Global Note on the books of the within-named Issuer, with full power of substitution in the premises.
Dated _________________________
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Master Global Note in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
7
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Jun. 10, 2026
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