PRICING SUPPLEMENT DATED AUGUST 7, 2003 RULE 424(b)(3)
(TO PROSPECTUS DATED DECEMBER 6, 2002) FILE NO. 333-101108
GENERAL MOTORS ACCEPTANCE CORPORATION
SMARTNOTES - FLOATING RATE
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AGENT: ABN AMRO FINANCIAL SERVICES, AS PURCHASING AGENT
PRINCIPAL AMOUNT: $26,208,000.00
AGENT'S DISCOUNT
OR COMMISSION: $ 314,496.00
NET PROCEEDS TO COMPANY: $25,893,504.00
INITIAL INTEREST RATE: TBD
ISSUE DATE: AUGUST 12, 2003
MATURITY DATE: AUGUST 16, 2010
ISSUE PRICE: 100%
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CALCULATION AGENT: GMAC
INTEREST CALCULATION:
/X/ REGULAR FLOATING RATE NOTE
INTEREST RATE BASIS: / / CD RATE / / COMMERCIAL PAPER RATE
/ / PRIME RATE / / FEDERAL FUNDS RATE
/ / LIBOR (SEE BELOW)
/X/ TREASURY RATE-THE BOND EQUIVALENT YIELD OF THE
RATE FOR THE MOST RECENT AUCTION OF US T-BILLS
HAVING MATURITY OF 3 MONTHS AS DISPLAYED ON
TELERATE PAGE 56
/ / OTHER
(SEE ATTACHED)
IF LIBOR, DESIGNATED LIBOR PAGE / / REUTERS PAGE: / / OR
/ / TELERATE PAGE: 3750
INTEREST RESET DATES: EACH FEBRUARY 15, MAY 15, AUGUST 15 AND NOVEMBER 15
PROVIDED HOWEVER, THE FIRST INTEREST RESET DATE WILL BE
AUGUST 12, 2003.
INTEREST PAYMENT DATES: EACH FEBRUARY 15, MAY 15, AUGUST 15 AND NOVEMBER 15
COMMENCING NOVEMBER 15, 2003.
INDEX MATURITY: 3 MONTHS
SPREAD (+/-): + 2.25%
RATE CAP: N/A
DAY COUNT CONVENTION:
/ / ACTUAL/360 FOR THE PERIOD FROM / / TO / /
/X/ ACTUAL/ACTUAL FOR THE PERIOD FROM 8/12/03 TO 8/16/10
/ / 30/360 FOR THE PERIOD FROM / / TO / /
REDEMPTION:
/X/ THE NOTES CANNOT BE REDEEMED PRIOR TO THE STATED MATURITY DATE.
/ / THE NOTES MAY BE REDEEMED PRIOR TO STATED MATURITY DATE.
/ / INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE: ___%
ANNUAL REDEMPTION PERCENTAGE REDUCTION: ___% UNTIL REDEMPTION
PERCENTAGE IS 100% OF THE PRINCIPAL AMOUNT.
REPAYMENT:
/ / THE NOTES CANNOT BE REPAID PRIOR TO THE MATURITY DATE.
/X/ THE NOTES CAN BE REPAID PRIOR TO THE MATURITY DATE AT THE OPTION OF
THE HOLDER OF THE NOTES. (SEE "REPAYMENT UPON DEATH" IN PROSPECTUS)
/ / OPTIONAL REPAYMENT DATE(s):
REPAYMENT PRICE: %
CURRENCY:
SPECIFIED CURRENCY: U.S. (IF OTHER THAN U.S. DOLLARS, SEE ATTACHED)
MINIMUM DENOMINATIONS: ___________ (APPLICABLE ONLY IF SPECIFIED
CURRENCY IS OTHER THAN U.S. DOLLARS)
ORIGINAL ISSUE DISCOUNT: / / YES /X/ NO
TOTAL AMOUNT OF OID: YIELD TO MATURITY:
INITIAL ACCRUAL PERIOD:
FORM: /X/ BOOK-ENTRY / / CERTIFICATED
OTHER: /X/ PRINCIPAL / / AGENT
IF AS PRINCIPAL:
/ / THE NOTES ARE BEING OFFERED AT VARYING PRICES RELATED TO
PREVAILING MARKET PRICES AT THE TIME OF RESALE.
/X/ THE NOTES ARE BEING OFFERED AT A FIXED INITIAL PUBLIC OFFERING
PRICE OF 100% OF PRINCIPAL AMOUNT.
IF AS AGENT:
THE NOTES ARE BEING OFFERED AT A FIXED INITIAL PUBLIC OFFERING
PRICE OF XX% OF PRINCIPAL AMOUNT.
INVESTING IN INDEXED NOTES INVOLVES ADDITIONAL RISK
An investment in indexed notes entails significant risks that are not
associated with an investment in a conventional fixed-rate or floating rate debt
security. Indexation of the interest rate of a note may result in an interest
rate that is less than the rate payable on a conventional fixed-rate debt
security issued at the same time, including the possibility that no interest
will be paid. Indexation of the principal of and/or premium on a note may result
in an amount of principal and/or premium payable that is less than the original
purchase price of the note, including the possibility that no principal will be
paid.
The value of an index can depend on a number of factors over which we
have no control, including economic, financial and political events. These
factors are important in determining the existence, magnitude and longevity of
the risks and their results. If the formula used to determine the amount of
principal, premium and/or interest payable with respect to indexed notes
contains a multiplier or leverage factor, the effect of any change in the index
will be magnified. In recent years, values of indices and formulas have been
volatile and you should be aware that volatility may occur in the future.
Nonetheless, the historical experience of an index should not be taken as an
indication of its future performance. In addition, special tax rules may apply
to indexed notes, which rules will be discussed in the applicable pricing
supplement. You should consult your own financial, tax and legal advisors as to
the risks entailed by an investment in indexed notes and the suitability of the
notes in light of your particular circumstances.
o The notes will bear interest at either a fixed or floating rate. The
floating interest rate formula may be based on:
o CD Rate o Treasury Rate
o Commercial Paper Rate o Prime Rate
o Federal Funds Rate o CMT Rate
o LIBOR o A basis, index or formula
specified in the applicable
pricing supplement
FLOATING RATE NOTES
INTEREST RATES
Unless otherwise specified in the applicable pricing supplement, each
Floating Rate Note will bear interest at a rate determined by:
o an interest rate base (the "Base Rate"), which may be adjusted by a Spread
and/or a Spread Multiplier (each as defined below), or
o an interest rate determined by reference to two or more Base Rates, as
adjusted by the applicable Spread and/or a Spread Multiplier (as specified
in the applicable pricing supplement).
The "Spread" is the number of basis points (one basis point equals one
hundredth of a percentage point) to be added to or subtracted from the Base Rate
applicable to the interest rate for the Floating Rate Note.
The "Spread Multiplier" is the percentage of the Base Rate applicable
to the Base Rate Note used to determine the interest rate on the Floating Rate
Note. Each Floating Rate Note and the applicable pricing supplement will specify
the Index Maturity and the Spread and/or Spread Multiplier, if any.
The "Index Maturity" for any Floating Rate Note is the period to
maturity of the instrument or obligation from which the Base Rate is calculated
and will be specified in the applicable pricing supplement.
We may change the Multiplier, Index Maturity and other variable terms
of the Floating Rate Notes from time to time, but no change will affect any note
already issued or for which we have accepted an offer to purchase.
The applicable pricing supplement will designate one of the following
Base Rates for each Floating Rate Note:
o the Certificate of Deposit Rate (a "CD Rate Note"),
o the Commercial Paper Rate (a "Commercial Paper Rate Note"),
o the Federal Funds Rate (a "Federal Funds Rate Note"),
o LIBOR (a "LIBOR Note"),
o the Prime Rate (a "Prime Rate Note"),
o the Treasury Rate (a "Treasury Rate Note"),
o the CMT Rate (a "CMT Rate Note") or
o any other Base Rate or interest rate formula as is set forth in such
pricing supplement and in such Floating Rate Note.
As specified in the applicable pricing supplement, a Floating Rate Note
may also have:
o a ceiling on the interest rate during any Interest Period ("Maximum
Interest Rate") and/or
o a floor on the interest rate during any Interest Period ("Minimum Interest
Rate").
In addition, the interest rate on a Floating Rate Note will not be higher than
the maximum rate permitted by applicable law, as the same may be modified by
United States law of general application. Under present New York law, the
maximum rate of interest, with certain exceptions, for any loan in an amount
less than U.S.$250,000 is 16% and for any loan equal to or greater than
U.S.$250,000 and less than U.S.$2,500,000 is 25% per annum on a simple interest
basis. These limits do not apply to loans of U.S.$2,500,000 or more.
INTEREST RESET DATES
Each Floating Rate Note and the applicable pricing supplement will
specify if the interest rate on the Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semiannually or annually (each an "Interest Reset
Period") and the date on which the interest rate will be reset (each an
"Interest Reset Date"). Unless otherwise specified in the applicable pricing
supplement, the Interest Reset Date will be, in the case of Floating Rate Notes
that reset:
o daily, on each Business Day;
o weekly, on the Wednesday of each week; except in the case of Treasury Rate
Notes, on the Tuesday of each week (except as provided below);
o monthly, on the third Wednesday of each month;
o quarterly, on the third Wednesday of January, April, July and October;
o semiannually, on the third Wednesday of the specified two months of each
year; and
o annually, on the third Wednesday of the specified month.
The interest rate in effect from the Issue Date to the first Interest Reset Date
will be the Initial Interest Rate (as defined below).
If any Interest Reset Date for any Floating Rate Note is not a Business
Day, the Interest Reset Date will be postponed to the next succeeding Business
Day. However, in the case of a LIBOR Note, if the next succeeding Business Day
falls in the next succeeding calendar month, the Interest Reset Date will be the
immediately preceding Business Day. The interest rate or the formula for
establishing the interest rate effective for a Floating Rate Note from the Issue
Date to the first Interest Reset Date (the "Initial Interest Rate") will be
specified in the applicable pricing supplement.
INTEREST PAYMENT DATES
Except as provided below, and unless otherwise specified in the
applicable pricing supplement, we will pay interest:
o in the case of Floating Rate Notes with a daily, weekly or monthly Interest
Reset Date, on the third Wednesday of each month or on the third Wednesday
of January, April, July and October, as specified in the applicable pricing
supplement;
o in the case of Floating Rate Notes with a quarterly Interest Reset Date, on
the third Wednesday of January, April, July and October;
o in the case of Floating Rate Notes with a semiannual Interest Reset Date,
on the third Wednesday of the specified two months of each year;
o in the case of Floating Rate Notes with an annual Interest Reset Date, on
the third Wednesday of the specified month, and,
o in each case, at Maturity.
Subject to the last sentence of this paragraph, unless otherwise specified in
the applicable pricing supplement, if an Interest Payment Date (other than at
Maturity) with respect to any Floating Rate Note falls on a day that is not a
Business Day, the Interest Payment Date will be postponed to the next succeeding
Business Day. In the case of LIBOR Notes, if the next succeeding Business Day
falls in the next succeeding calendar month, the Interest Payment Date will be
the immediately preceding Business Day. Any payment of principal, premium, if
any, and interest, if any, required to be made on a Floating Rate Note at
Maturity that is not a Business Day will be made on the next succeeding Business
Day and no interest will accrue as a result of any delayed payment.
ACCRUED INTEREST
Unless otherwise specified in the applicable pricing supplement, we
will pay interest on each Interest Payment Date or at Maturity for Floating Rate
Notes equal to the interest accrued from and including the Issue Date or from
and including the last Interest Payment Date to which interest has been paid to,
but excluding, the Interest Payment Date or date of Maturity (an "Interest
Period").
Unless otherwise specified in the applicable pricing supplement, with
respect to a Floating Rate Note, accrued interest will be calculated by
multiplying the principal amount of the Floating Rate Note by an accrued
interest factor. Unless otherwise specified in the applicable pricing
supplement, the accrued interest factor will be computed by adding the interest
factors calculated for each day in the Interest Period for which accrued
interest is being calculated. Unless otherwise specified in the applicable
pricing supplement, the interest factor for each day is computed by dividing the
interest rate applicable on such day by 360, in the cases of CD Rate Notes,
Commercial Paper Rate Notes, Federal Funds Rate Notes, Prime Rate Notes and
LIBOR Notes, or by the actual number of days in the year, in the case of
Treasury Rate Notes or CMT Rate Notes. Except as set forth above, or in the
applicable pricing supplement, the interest rate in effect on each day will be:
o if the day is an Interest Reset Date, the interest rate determined as of
the Interest Determination Date (as defined below) immediately preceding
this Interest Reset Date, or
o if the day is not an Interest Reset Date, the interest rate determined as
of the Interest Determination Date immediately preceding the Interest Reset
Date (or if none, the Initial Interest Rate).
ROUNDING
Unless otherwise specified in the applicable pricing supplement, all
interest rates on a Floating Rate Note will be expressed as a percentage
rounded, if necessary, to the nearest one hundred-thousandth of a percent
(.0000001), with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)). All U.S.
dollars amounts related to interest on Floating Rate Notes will be rounded to
the nearest cent or, in the case of notes not denominated in U.S. dollars, the
nearest unit (with one-half cent or unit being rounded upwards).
INTEREST DETERMINATION DATE
Unless otherwise specified in the applicable pricing supplement, the
"Interest Determination Date" pertaining to an Interest Reset Date for CD Rate
Notes, CMT Rate Notes, Commercial Paper Rate Notes, Prime Rate Notes and Federal
Funds Rate Notes will be the second Business Day preceding the Interest Reset
Date; the Interest Determination Date pertaining to an Interest Reset Date for a
LIBOR Note will be the second London Banking Day preceding the Interest Reset
Date; and the Interest Determination Date pertaining to an Interest Reset Date
for a Treasury Rate Note will be the day of the week in which the Interest Reset
Date falls on which direct obligations of the United States ("Treasury Bills")
of the applicable Index Maturity (as specified on the face of such Treasury Rate
Note) are auctioned. Treasury Bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that the auction may be held on
the preceding Friday. If, as the result of a legal holiday, an auction is held
on the preceding Friday, that Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction falls on a day that is an Interest Reset Date, the Interest Reset
Date will be the next following Business Day. Unless otherwise specified in the
applicable pricing supplement, the Interest Determination Date pertaining to a
note having an interest rate determined by reference to two or more Base Rates,
will be the first Business Day at least two Business Days prior to the Interest
Reset Date for the note.
Unless otherwise specified in the applicable pricing supplement, the
"Calculation Date," where applicable, pertaining to an Interest Determination
Date will be the earlier of:
o the tenth calendar day after the Interest Determination Date, or, if such
day is not a Business Day, the next succeeding Business Day, or
o the Business Day preceding the applicable Interest Payment Date or the
Maturity Date.
The applicable pricing supplement shall specify a calculation agent
(the "Calculation Agent"), which may be GMAC, with respect to any issue of
Floating Rate Notes. Upon your request, the Calculation Agent will provide the
interest rate then in effect and, if determined, the interest rate that will
become effective on the next Interest Reset Date with respect to your Floating
Rate Note. If at any time the Trustee is not the Calculation Agent, we will
notify the Trustee of each determination of the interest rate applicable to any
Floating Rate Note.
BASE RATES ON FLOATING RATE NOTES
The interest rate in effect with respect to a Floating Rate Note from
the Issue Date to the first Interest Reset Date will be the Initial Interest
Rate which is specified in the applicable pricing supplement. The interest rate
for each subsequent Interest Reset Date will be determined by the Calculation
Agent as follows:
CD RATE NOTES
CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the CD Rate Notes and in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, the
"CD Rate" means, with respect to any Interest Determination Date, the rate on
that date for negotiable certificates of deposit having the Index Maturity
designated in the applicable pricing supplement as published in H.15(519) (as
defined below), under the heading "CDs (secondary market)." If the rate is not
published by 3:00 p.m., New York City time, on the Calculation Date pertaining
to the Interest Determination Date, the CD Rate will be the rate on the Interest
Determination Date for negotiable certificates of deposit of the applicable
Index Maturity specified in the applicable pricing supplement as published in
H.15 Daily Update (as defined below) or such other recognized electronic source
displaying the rate, under the heading "CD (secondary market)."
If the rate is not yet published in either 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 pertaining to the Interest Determination Date, the CD Rate on
the Interest Determination Date will be calculated by the Calculation Agent. The
CD Rate will be the arithmetic mean of the secondary market offered rates as of
10:00 a.m., New York City time, on such Interest Determination Date, of three
leading non-bank dealers in negotiable U.S. dollar certificates of deposit in
The City of New York selected by the Calculation Agent, after consultation with
us, for negotiable certificates of deposit of major United States money center
banks (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the applicable Index Maturity in a denomination of
U.S.$5,000,000. If the dealers selected by the Calculation Agent are not quoting
the secondary market offered rates, the rate of interest in effect for the
applicable period will be the rate of interest in effect on such Interest
Determination Date.
"H.15 (519)" means the weekly statistical release designated as such,
or any successor publication published by the Board of Governors of the Federal
Reserve System.
"H.15 Daily Update" means the daily update of H.15(519) available
through the World Wide Web site of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/release/h15/update, or any successor site or
publication.
You should be aware that CD Rate Notes, like other notes, are not
deposit obligations of a bank and are not insured by the Federal Deposit
Insurance Corporation.
COMMERCIAL PAPER RATE NOTES
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread and/or
the Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any) specified in the Commercial Paper Rate Notes and
in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, the
"Commercial Paper Rate" means, with respect to any Interest Determination Date,
the Money Market Yield (as defined below) on the date of the rate for commercial
paper having the Index Maturity specified in the applicable pricing supplement,
as published in H.l5(519) under the heading "Commercial Paper-Nonfinancial." In
the event that the rate is not published prior to 3:00 p.m., New York City time,
on the Calculation Date pertaining to the Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield on the Interest
Determination Date of the rate for commercial paper of the applicable Index
Maturity as published in H.15 Daily Update, or another recognized electronic
source displaying the rate, under the heading "Commercial Paper--Nonfinancial."
If the rate is not yet published in either 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 pertaining to the Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield of the arithmetic mean of
the offered rates as of 11:00 a.m., New York City time, on the Interest
Determination Date, of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent, after consultation with us, for
commercial paper of the applicable Index Maturity, placed for industrial issuers
whose bond rating is "AA," or the equivalent, from a nationally recognized
statistical rating agency. If the dealers selected by the Calculation Agent are
not quoting the offered rates, the rate of interest for the applicable period
will be the rate of interest in effect on the Interest Determination Date.
"Money Market Yield" will be a yield calculated using the following
formula:
Money Market Yield = D x 360 x 100
-------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the Interest Period for which interest is being calculated.
FEDERAL FUNDS RATE NOTES
Federal Funds Rate Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread and/or the
Spread Multiplier, if any, and subject to the Minimum Interest Rate and the
Maximum Interest Rate, if any) specified in the Federal Funds Rate Notes and in
the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, the
"Federal Funds Rate" means, with respect to any Interest Determination Date, the
rate on that date for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)", as displayed on Bridge Telerate, Inc. (or any
successor service) on page 120 (or any replacement page) ("Telerate Page 120").
If the rate does not appear on Telerate Page 120 or is not published by 3:00
p.m., New York City time, on the Calculation Date pertaining to the Interest
Determination Date, the Federal Funds Rate will be the rate on the Interest
Determination Date as published in H.15 Daily Update, or another recognized
electronic source displaying the rate, under the heading "Federal Funds
(Effective)."
If the rate is not yet published in either 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 pertaining to the Interest Determination Date, then the Federal
Funds Rate for the Interest Determination Date will be calculated by the
Calculation Agent. The Federal Funds Rate will be the arithmetic mean of the
rates for the last transaction in overnight Federal Funds arranged by three
leading brokers of Federal Funds transactions in The City of New York selected
by the Calculation Agent, after consultation with us, as of 9:00 a.m., New York
City time, on the Interest Determination Date. If the brokers selected by the
Calculation Agent are not quoting these rates, the rate of interest in effect
for the applicable period will be the rate of interest in effect on the Interest
Determination Date.
LIBOR NOTES
LIBOR Notes will bear interest at the interest rate (calculated with
reference to LIBOR and the Spread and/or the Spread Multiplier, if any, and
subject to the Minimum Interest Rate and the Maximum Interest Rate, if any)
specified in the LIBOR Notes and in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement,
"LIBOR" means the rate determined by the Calculation Agent in accordance with
the following provisions:
o With respect to an Interest Determination Date relating to a LIBOR Note or
any Floating Rate Note for which the interest rate is determined with
reference to LIBOR, LIBOR will be either (a) if "LIBOR Reuters" is
specified in the applicable pricing supplement, the arithmetic mean of the
offered rates (unless the specified Designated LIBOR Page provides only for
a single rate, in which case a single rate shall be used) for deposits in
the Index Currency having the Index Maturity designated in the applicable
pricing supplement, commencing on the second London Banking Day immediately
following that Interest Determination Date, that appear on the Designated
LIBOR Page specified in the applicable pricing supplement as of 11:00 a.m.
London time, on that Interest Determination Date, if at least two offered
rates appear (unless only a single rate is required) on the Designated
LIBOR Page, or (b) if "LIBOR Telerate" is specified in the applicable
pricing supplement, the rate for deposits in the Index Currency having the
Index Maturity designated in the applicable pricing supplement commencing
on the second London Banking Day immediately following that Interest
Determination Date that appears on the Designated LIBOR Page specified in
the applicable pricing supplement as of 11:00 a.m. London time, on that
Interest Determination Date. If fewer than two offered rates appear, or no
rate appears, LIBOR will be determined as if the parties had specified the
rate described in the immediately following clause.
o With respect to an Interest Determination Date on which fewer than two
offered rates appear, or no rate appears, on the applicable Designated
LIBOR Page as specified in the immediately preceding clause, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent, after consultation with us, to provide the Calculation
Agent with its offered quotation for deposits in the Index Currency for the
period of the Index Maturity designated in the applicable pricing
supplement, commencing on the second London Banking Day immediately
following the Interest Determination Date, to prime banks in the London
interbank market at approximately 11:00 a.m., London time, on the Interest
Determination Date and in a principal amount that is representative for a
single transaction in the Index Currency in the market at such time. If at
least two quotations are provided, LIBOR determined on such Interest
Determination Date will be the arithmetic mean of those quotations. If
fewer than two quotations are provided, LIBOR determined on the Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., in the applicable Principal Financial Center, on
the Interest Determination Date by three major banks in the Principal
Financial Center selected by the Calculation Agent, after consultation with
us, for loans in the Index Currency to leading European banks, having the
Index Maturity designated in the applicable pricing supplement, commencing
on the second London Banking Day immediately following the Interest
Determination Date, and in a principal amount that is representative for a
single transaction in the Index Currency in the market at such time. If the
banks selected by the Calculation Agent are not quoting the necessary
rates, LIBOR determined on the Interest Determination Date will be LIBOR in
effect on the Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified in the applicable pricing supplement as the currency for which LIBOR
shall be calculated. If no currency is specified in the applicable pricing
supplement, the Index Currency shall be U.S. dollars.
"Designated LIBOR Page" means either:
o if "LIBOR Reuters" is designated in the applicable pricing supplement, the
display on the Reuters Monitor Money Rates Service (or any successor
service) for displaying the London interbank rates of major banks for the
applicable Index Currency, or
o if "LIBOR Telerate" is designated in the applicable pricing supplement, the
display on Bridge Telerate, Inc. (or any successor service) for displaying
the London interbank rates of major banks for the applicable Index
Currency.
If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable
pricing supplement, LIBOR for the applicable Index Currency will be determined
as if LIBOR Telerate (and, if the U.S. dollar is the Index Currency, page 3750)
had been specified.
PRIME RATE NOTES
Prime Rate Notes will bear interest at the rates, calculated with
reference to the Prime Rate and the Spread and/or Spread Multiplier, if any,
specified in the applicable Prime Rate Notes and any applicable pricing
supplement.
"Prime Rate" means:
o the rate on the applicable Interest Determination Date as published in
H.15(519) under the heading "Bank Prime Loan", or
o if the rate referred to in the first clause is not so published by 3:00
P.M., New York City time, on the related calculation date, the rate on the
applicable Interest Determination Date published in H.15 Daily Update, or
such other recognized electronic source used for the purpose of displaying
the applicable rate under the caption "Bank Prime Loan", or
o if the rate referred to in the second clause is not so published by 3:00
P.M., New York City time, on the related calculation date, the rate
calculated by the calculation agent as the arithmetic mean of the rates of
interest publicly announced by at least four banks that appear on the
Reuters Screen US PRIME 1 Page as the particular bank's prime rate or base
lending rate as of 11:00 A.M., New York City time, on the applicable
Interest Determination Date, or
o if fewer than four rates described in the third clause by 3:00 P.M., New
York City time, on the related calculation date as shown on Reuters Screen
US PRIME 1, the rate on the applicable Interest Determination Date
calculated by the calculation agent as 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 applicable Interest Determination Date by three major banks, which may
include affiliates of the agent, in The City of New York selected by the
calculation agent, or
o if the banks selected by the calculation agent are not quoting as mentioned
in the fourth clause, the rate in effect on the applicable Interest
Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor Money
Rates Service or any successor service on the "US PRIME 1" Page or other page as
may replace the US PRIME 1 Page on such service for the purpose of displaying
prime rates or base lending rates of major United States banks.
TREASURY RATE NOTES
Treasury Rate Notes will bear interest at the interest rate (calculated
with reference to the Treasury Rate and the Spread and/or the Spread Multiplier,
if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate,
if any) specified in the Treasury Rate Notes and in the applicable pricing
supplement.
Unless otherwise specified in the applicable pricing supplement, the
"Treasury Rate" means, with respect to any Interest Determination Date, the rate
for the auction held on the Interest Determination Date of direct obligations of
the United States ("Treasury Bills") having the Index Maturity designated in the
applicable pricing supplement, under the heading "Investment Rate" on the
display on Bridge Telerate, Inc. (or any successor service) on Page 56 (or any
replacement page) ("Telerate Page 56") or page 57 (or any replacement page)
("Telerate Page 57"). If the rate is not published by 3:00 p.m., New York City
time on the Calculation Date pertaining to the Interest Determination Date, the
rate will be the Bond Equivalent Yield (as defined below) of the rate for
Treasury Bills as published in H.15 Daily Update, or another recognized
electronic source displaying the rate, under the caption "U.S. Government
Securities/Treasury Bills/Auction High". If the rate is not published in H.15
Daily Update or another electronic source by 3:00 p.m., New York City time, on
the related Calculation Date, the rate will be the Bond Equivalent Yield of the
auction rate of the Treasury Bills as announced by the United States Department
of the Treasury.
In the event that the results of the auction of Treasury Bills having
the applicable Index Maturity designated in the applicable pricing supplement
are not announced by 3:00 p.m., New York City time, on the Calculation Date or
if no auction is held on the Interest Determination Date, then the Treasury Rate
will be the Bond Equivalent Yield of the rate on the Treasury Rate Interest
Determination Date of Treasury Bills having the Index Maturity specified in the
applicable pricing supplement as published in H.15(519) under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market". If the rate is not yet
published in H.15(519)by 3:00 p.m., New York City time, on the related
Calculation Date, the rate will be the rate on the Treasury Rate Interest
Determination Date of the Treasury Bills as published in H.15 Daily Update, or
another recognized electronics source displaying the rate, under the caption
"U.S. Government Securities/Treasury Bills/Secondary Market." If the rate is not
yet published in H.15(519) H.15 Daily Update or another recognized electronic
source, then the Treasury Rate will be calculated by the Calculation Agent and
will 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 United States government securities
dealers selected by the Calculation Agent, after consultation with us, for the
issue of Treasury Bills with a remaining maturity closest to the Index Maturity
designated in the applicable pricing supplement. If the dealers selected by the
Calculation Agent are not quoting bid rates, the interest rate for the
applicable period will be the interest rate in effect on such Interest
Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated using the following formula:
Bond Equivalent Yield = D x N x 100
----------------- -----
360 -- (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "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.
CMT RATE NOTES
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"), the rate displayed on
the Designated CMT Telerate Page under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45
p.m.," under the column for the Designated CMT Maturity Index for:
o if the Designated CMT Telerate Page is 7051, the rate on the CMT Rate
Interest Determination Date, and
o if the Designated CMT Telerate Page is 7052, the weekly or monthly average
as specified in the applicable pricing supplement for the week, or the
month, ended immediately preceding the week or the month, in which the
related CMT Rate Interest Determination Date occurs.
If this rate is no longer displayed on the relevant page or is not displayed by
3:00 p.m., New York City time, on the related Calculation Date, then the CMT
Rate for the CMT Rate Interest Determination Date will be the treasury constant
maturity rate for the Designated CMT Maturity Index as published in the relevant
H.15(519).
If the rate is no longer published or is not published by 3:00 p.m.,
New York City time, on the related Calculation Date, then the CMT Rate on the
CMT Rate Interest Determination Date will be the treasury constant maturity rate
for the Designated CMT Maturity Index, or other United States Treasury Rate for
the Designated CMT Maturity Index, for the CMT Rate Interest Determination Date
with respect to the Interest Reset Date as then published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If the information is not provided by 3:00 p.m., New York
City time, on the related Calculation Date, then the CMT Rate on the CMT Rate
Interest
Determination Date will be calculated by the Calculation Agent. The rate will
then be a yield to maturity, based on the arithmetic mean of the secondary
market bid rates as of approximately 3:30 p.m., New York City time, on the CMT
Rate Interest Determination Date reported by three leading primary United States
government securities dealers (each, a "Reference Dealer") in The City of New
York (which may include the agent or its affiliates) selected by the Calculation
Agent (from an initial group of five Reference Dealers selected by the
Calculation Agent after consultation with us, and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated CMT
Maturity Index and a remaining term to maturity of not less than the Designated
CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain three Treasury Note
quotations, the CMT Rate on the CMT Rate Interest Determination Date will be
calculated by the Calculation Agent. The rate will then be a yield to maturity
based on the arithmetic mean of the secondary market bid side prices as of
approximately 3:30 p.m., New York City time, on the CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York (from an
initial group of five Reference Dealers selected by the Calculation Agent, after
consultation with us, and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the designated CMT Maturity
Index and in an amount of at least $100 million. If three or four (and not five)
of the Reference Dealers are quoting these rates, then the CMT Rate will be
based on the arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of the quotes will be eliminated. If fewer than three Reference
Dealers selected by the Calculation Agent are quoting these rates, the CMT Rate
determined as of the CMT Rate Interest Determination Date will be the CMT Rate
in effect on the CMT Rate Interest Determination Date. If two Treasury Notes
with an original maturity of the number of years that is the next highest to the
Designated CMT Maturity Index have remaining terms to maturity equally close to
the Designated CMT Maturity Index, the Calculation Agent will obtain quotations
for the Treasury Note with the shorter remaining term to maturity from five
Reference Dealers.
"Designated CMT Telerate Page" means the display on the Bridge
Telerate, Inc. (or any successor service) on the page specified in the
applicable pricing supplement (or any replacement page) for displaying Treasury
Constant Maturities as reported in H.15(519), or if no page is specified in the
applicable pricing supplement, page 7052.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable pricing supplement with respect to which the CMT
Rate will be calculated.