0000930413-13-003027.txt : 20130517 0000930413-13-003027.hdr.sgml : 20130517 20130517172426 ACCESSION NUMBER: 0000930413-13-003027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20130515 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130517 DATE AS OF CHANGE: 20130517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07657 FILM NUMBER: 13856062 BUSINESS ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: 200 VESEY STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 8-K 1 c73876_8k.htm

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): May 15, 2013

AMERICAN EXPRESS COMPANY

(Exact name of registrant as specified in its charter)

New York		1-7657		13-4922250
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

200 Vesey Street, World Financial Center New York, New York		10285
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 640-2000

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

£	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))

Item 8.01

Other Events

On May 15, 2013, American Express Company (the “Company”) entered into a Terms Agreement (the “Terms Agreement”) with Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC, as representatives of the several underwriters named therein, for the issuance and sale by the Company of U.S.$1,000,000,000 aggregate principal amount of 1.550% Notes due May 22, 2018 (the “Fixed Rate Notes”) and U.S.$850,000,000 aggregate principal amount of Floating Rate Notes due May 22, 2018 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Securities”) pursuant to a Prospectus Supplement dated May 15, 2013 to the Prospectus dated December 3, 2012, filed as part of the Company’s Registration Statement on Form S-3 (No. 333-185242) (the “Registration Statement”). The Terms Agreement incorporates by reference the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to the Registration Statement. The Securities will be issued pursuant to the Senior Debt Indenture, dated as of August 1, 2007, between the Company and The Bank of New York Mellon, as trustee.

The preceding is a summary of the terms of the Terms Agreement and the Securities, and is qualified in its entirety by reference to the Terms Agreement attached as Exhibit 1 and the Forms of Global Notes attached as Exhibit 4.1 and Exhibit 4.2, and each is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)	Exhibits

	1	Terms Agreement, dated May 15, 2013, among the Company, Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC.

	4.1	Form of Global Note for the Fixed Rate Notes.

	4.2	Form of Global Note for the Floating Rate Notes.

-2-

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.

		AMERICAN EXPRESS COMPANY (REGISTRANT)

	By:	/s/ Carol V. Schwartz
		Name: Carol V. Schwartz
		Title: Secretary

Date: May 17, 2013

-3-

EXHIBIT INDEX

Exhibit		Description

1		Terms Agreement, dated May 15, 2013, among the Company, Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC.

4.1		Form of Global Note for the Fixed Rate Notes.

4.2		Form of Global Note for the Floating Rate Notes.

EX-1 2 c73876_ex1.htm

Exhibit 1

TERMS AGREEMENT

May 15, 2013

American Express Company
200 Vesey Street
New York, New York 10285

Attention: Treasurer

Ladies and Gentlemen:

We (the “Representatives”) understand that American Express Company, a New York corporation (the “Company”), proposes to issue and sell U.S.$1,000,000,000 aggregate principal amount of its 1.550% Notes due May 22, 2018 (the “Fixed Rate Notes”) and U.S.$850,000,000 aggregate principal amount of its Floating Rate Notes due May 22, 2018 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Securities”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-185242) (the “Registration Statement”).

Subject to the terms and conditions set forth herein or incorporated by reference herein, the underwriters named in Schedule I hereto (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of Securities set forth therein opposite their respective names at 99.482% of the principal amount of the Fixed Rate Notes and 99.650% of the principal amount of the Floating Rate Notes, together with accrued interest, if any, thereon from May 22, 2013 to the Closing Date. The Closing Date shall be May 22, 2013, at 9:30 a.m. at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York, or at such other time or place on the same or such other date as the Representatives and the Company may agree upon in writing, and shall occur in Federal (same day) funds. The Securities shall be represented by one or more global securities (the “Global Securities”) registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (the “Depository”).

	The Securities shall have the following terms:

	Title:	U.S.$1,000,000,000 aggregate principal amount of its 1.550% Notes due May 22, 2018.

		U.S.$850,000,000 aggregate principal amount of its Floating Rate Notes due May 22, 2018.

	Maturity:	May 22, 2018 for the Fixed Rate Notes.

		May 22, 2018 for the Floating Rate Notes.

	Interest Payment Dates:	May 22 and November 22 of each year, beginning November 22, 2013 for the Fixed Rate Notes.

		February 22, May 22, August 22 and November 22 of each year, beginning August 22, 2013 for the Floating Rate Notes.

	Initial Price to Public:	99.832% of the principal amount of the Fixed Rate Notes, plus accrued interest, if any, from May 22, 2013.

		100.000% of the principal amount of the Floating Rate Notes, plus accrued interest, if any, from May 22, 2013.

	Underwriting Discount:	0.350% for the Fixed Rate Notes.

		0.350% for the Floating Rate Notes.

	Net Proceeds Before Expenses to Company:	U.S.$994,820,000 for the Fixed Rate Notes.

		U.S. $847,025,000 for the Floating Rate Notes.

	Delayed Delivery Contracts:	None.

	Redemption provisions:	The Company may not redeem the Securities prior to maturity unless certain events occur involving United States taxation.

	Indenture:	Senior Debt Indenture dated as of August 1, 2007, between the Company and The Bank of New York Mellon, as trustee.

	Counsel for the Underwriters:	Cleary Gottlieb Steen & Hamilton LLP.

	Additional terms:	As set forth in the Prospectus Supplement dated May 15, 2013, to the Prospectus dated December 3, 2012, relating to the Securities.

Except as expressly set forth below, all the provisions contained in the document entitled “American Express Company––Debt Securities––Underwriting Agreement Basic Provisions” filed as an exhibit to the Registration Statement (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement, except as provided herein, to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions, except as otherwise defined herein, are used herein as therein defined.

Amendments to the Basic Provisions:

1. Each Underwriter hereby represents to and agrees with the Company that:

(i) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer to the public of Securities in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer to the public of

Securities in that Relevant Member State under the following exemptions under the Prospectus Directive: (a) to legal entities which are qualified investors as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Representatives for any such offer; or (c) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive, provided that no such offer of Securities shall require the Company or the Underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression 2010 PD Amending Directive means Directive 12010/73/EU.

(ii) It has (a) only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

(iii) It has not offered, sold or delivered and will not offer, sell or deliver any of the Securities directly or indirectly, or distribute the Prospectus or any other offering material relating to the Securities, in or from any jurisdiction outside the United States or the jurisdictions described in paragraphs (i)-(ii) of this Section 1 except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as set forth herein.

2. Section 1(g) of the Basic Provisions is amended to insert the following as the last sentence of such Section 1(g):

“The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement 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.”

3. The last sentence of Section 1(t) of the Basic Provisions is amended to insert the following at the end of the existing sentence:

“and are sufficient to ensure the accuracy of the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement.”

4. Section 1 of the Basic Provisions is amended to insert the following at the end of the existing provisions:

“(u) The operations of the Company are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes of any jurisdiction, the rules and regulations thereunder, and any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any governmental entity involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.”

“(v) None of the Company, any of its subsidiaries, or, to the knowledge of the Company, any director or officer of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, or Her Majesty’s Treasury (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of comprehensive Sanctions generally prohibiting dealings with such country or territory (presently Cuba, Iran, North Korea, Sudan, or Syria (each, a “Sanctioned Country”)); and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, that, at the time of such funding, is the subject of Sanctions, or in any country or territory that, at the time of such funding, is a Sanctioned Country, in either case, in any manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.”

“(w) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of 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 the Company or its subsidiaries 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, 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 and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.”

5. Pursuant to Section 12 of the Basic Provisions, notices to the Representatives of the Underwriters shall be sent to:

Name:	Citigroup Global Markets Inc.
Address:	388 Greenwich Street
	New York, New York 10013
Attention:	General Counsel
Facsimile Number:	(212) 816-7912

Name:	Goldman, Sachs & Co.
Address:	200 West Street
	New York, New York 10282
Attention:	Prospectus Department
Facsimile Number:	(212) 902-9316

Name:	J.P. Morgan Securities LLC
Address:	383 Madison Avenue
	New York, New York 10179
Attention:	Investment Grade Syndicate Desk
Facsimile Number:	(212) 834-6081

Name:	UBS Securities LLC
Address:	677 Washington Boulevard
	Stamford, Connecticut 06901
Attention:	Fixed Income Syndicate
Facsimile Number:	(203) 719-0495

6. The following definitions shall be added to Section 19 of the Basic Provisions:

“ “Applicable Time” shall mean 4:30 p.m., New York City time, on the date of this Terms Agreement.”

“ “Counsel to the Underwriters” shall mean Cleary Gottlieb Steen & Hamilton LLP.”

7. The definition of “Disclosure Package” in Section 19 of the Basic Provisions is amended and restated as follows:

“ “Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Final Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectus identified in Schedule II of this Terms Agreement and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.”

8. In addition to the legal opinions required by Sections 6(c) and 6(d) of the Basic Provisions, the Underwriters shall have received an opinion of Tammy Fried, Vice President-Tax Counsel of the Company, dated the Closing Date, to the effect that such counsel has reviewed the statements in the Prospectus Supplement under the heading “Certain United States Federal Income Tax Considerations” and, insofar as they are, or refer to, statements of United States tax law or legal conclusions, such

statements are accurate in all material respects, subject in the case of the opinion and other statements to qualifications set forth therein.

Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form:

“We hereby accept your offer, set forth in the Terms Agreement, dated May 15, 2013, to purchase the Securities on the terms set forth therein.”

	Very truly yours,

	For itself and as Representative of the Underwriters

	CITIGROUP GLOBAL MARKETS INC.

	By	/s/ Chandru M. Harjani
		Name: Chandru M. Harjani
		Title: Director

	GOLDMAN, SACHS & CO.

	By	/s/ Adam T. Greene
		Name: Adam T. Greene
		Title: Vice President

	J.P. MORGAN SECURITIES LLC

	By	/s/ Stephen L. Sheiner
		Name: Stephen L. Sheiner
		Title: Executive Director

	UBS SECURITIES LLC

	By	/s/ Scott Yeager
		Name: Scott Yeager
		Title: Managing Director

	By	/s/ Mehdi Manii
		Name: Mehdi Manii
		Title: Associate Director

Accepted:

AMERICAN EXPRESS COMPANY

By	/s/ David L. Yowan
	Name: David L. Yowan
	Title: Executive Vice President and Corporate Treasurer

SCHEDULE I

Name	Principal Amount of Fixed Rate Notes		Principal Amount of Floating Rate Notes
Citigroup Global Markets Inc.	$	200,000,000	$	170,000,000
Goldman, Sachs & Co.		200,000,000		170,000,000
J.P. Morgan Securities LLC		200,000,000		170,000,000
UBS Securities LLC		200,000,000		170,000,000
HSBC Securities (USA) Inc.		47,500,000		40,375,000
Lloyds Securities Inc.		47,500,000		40,375,000
Mitsubishi UFJ Securities (USA), Inc.		47,500,000		40,375,000
Mizuho Securities USA Inc.		47,500,000		40,375,000
Samuel A. Ramirez & Company, Inc.		5,000,000		4,250,000
The Williams Capital Group, L.P.		5,000,000		4,250,000

Total	$	1,000,000,000	$	850,000,000

SCHEDULE II

1. Final Term Sheet, substantially in the form attached as Exhibit A to Schedule II, as filed with the Commission pursuant to Rule 433, and dated May 15, 2013, in respect of the $1,000,000,000 1.550% Notes due May 22, 2018

2. Final Term Sheet, substantially in the form attached as Exhibit B to Schedule II, as filed with the Commission pursuant to Rule 433, and dated May 15, 2013, in respect of the $850,000,000 Floating Rate Notes due May 22, 2018

Exhibit A

Fixed Rate Notes Term Sheet

AMERICAN EXPRESS COMPANY
$1,000,000,000
1.550% NOTES DUE MAY 22, 2018

	Terms and Conditions

Issuer:	American Express Company

Expected Ratings⁽¹⁾:	[Reserved]

Ranking:	Senior unsecured

Trade Date:	May 15, 2013

Settlement Date:	May 22, 2013 (T+5 days)

Maturity Date:	May 22, 2018

Par Amount:	$1,000,000,000

Benchmark Treasury:	0.625% due April 30, 2018

Benchmark Treasury Price and Yield:	98-31+; 0.835%

Re-offer Spread to Benchmark:	+75 bps

Re-offer Yield:	1.585%

Coupon:	1.550%

Public Offering Price:	99.832%

Underwriters’ Commission:	0.350%

Net Proceeds to American Express:	$994,820,000 (before expenses)

Interest Payment Dates:	The 22^nd of each May and November, beginning November 22, 2013

Day Count:	30 / 360

Redemption:	The notes may not be redeemed prior to maturity unless certain events occur involving United States taxation

Listing:	The notes will not be listed on any exchange

Minimum Denominations/Multiples:	Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof

CUSIP:	025816 BG3

ISIN:	US025816BG36

Joint Book-Running Managers:	Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC UBS Securities LLC

Co-Managers:	HSBC Securities (USA) Inc.
	Lloyds Securities Inc.
	Mitsubishi UFJ Securities (USA), Inc.
	Mizuho Securities USA Inc.

Junior Co-Managers:	Samuel A. Ramirez & Company, Inc.
	The Williams Capital Group, L.P.

It is expected that delivery of the notes will be made against payment therefor on or about the Settlement Date, which will be the fifth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the initial pricing date of the notes or the next succeeding business day will be required, by virtue of the fact that the notes will settle in T+5, to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisor.

AMERICAN EXPRESS COMPANY
$1,000,000,000
1.550% NOTES DUE MAY 22, 2018

(1) An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Goldman, Sachs & Co. toll-free at 1-866-471-2526, J.P. Morgan Securities LLC at 1-212-834-4533 or UBS Securities LLC toll-free at 1-877-827-6444, ext. 5613884.

Exhibit B

Floating Rate Notes Term Sheet

AMERICAN EXPRESS COMPANY
$850,000,000
FLOATING RATE NOTES DUE MAY 22, 2018

	Terms and Conditions

Issuer:	American Express Company

Expected Ratings⁽¹⁾:	[Reserved]

Ranking:	Senior unsecured

Trade Date:	May 15, 2013

Settlement Date:	May 22, 2013 (T+5 days)

Maturity Date:	May 22, 2018

Par Amount:	$850,000,000

Day Count:	Actual / 360

Base Rate:	Three-Month LIBOR (Reuters)

Spread:	+59 bps

Public Offering Price:	100.000%

Underwriters’ Commission:	0.350%

Net Proceeds to American Express:	$847,025,000 (before expenses)

Interest Payment Dates and Interest Reset Dates:	Interest on the notes is payable on February 22, May 22, August 22 and November 22 of each year, beginning August 22, 2013. If the Interest Payment Date falls on a day that is not a Business Day, interest will be paid on the next succeeding Business Day (unless the next Business Day is in the next calendar month, in which case payment will be paid on the immediately preceding Business Day)

Interest Periods:	Quarterly. The initial period will be the period from, and including the Settlement Date to, but excluding August 22, 2013, the Initial Payment Date. The subsequent interest periods will be the periods from, and including the applicable Interest Payment Date to, but excluding, the next Interest Payment Date or the Maturity Date, as applicable

Interest Determination Dates:	Second London banking day prior to applicable Interest Reset Date

Redemption:	The notes may not be redeemed prior to maturity unless certain events occur involving United States taxation

Listing:	The notes will not be listed on any exchange

Minimum Denominations/Multiples:	Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof

CUSIP:	025816 BH1

ISIN:	US025816BH19

Joint Book-Running Managers:	Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC UBS Securities LLC

Co-Managers:	HSBC Securities (USA) Inc.
	Lloyds Securities Inc.
	Mitsubishi UFJ Securities (USA), Inc.
	Mizuho Securities USA Inc.

Junior Co-Managers:	Samuel A. Ramirez & Company, Inc.
	The Williams Capital Group, L.P.

AMERICAN EXPRESS COMPANY
$850,000,000
FLOATING RATE NOTES DUE MAY 22, 2018

EX-4.1 3 c73876_ex4-1.htm

Exhibit 4.1

Form of Permanent Global Registered Fixed Rate Note

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE FOR DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO AMERICAN EXPRESS COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

AMERICAN EXPRESS COMPANY

1.550% Notes due May 22, 2018

No.		CUSIP: 025816BG3
		ISIN: US025816BG36

AMERICAN EXPRESS COMPANY, a New York corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $ on May 22, 2018, and to pay interest (computed on the basis of a 360-day year and of twelve 30-day months) thereon from May 22, 2013, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on May 22 and November 22 in each year, commencing November 22, 2013 and at maturity, at the rate per annum specified in the title of this Note, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on April 15 or October 15, as the case may be, next preceding such Interest Payment Date. In any case where such Interest Payment Date shall not be a Business Day, then (notwithstanding any other provision of said

Indenture or the Notes) payment of such interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such date, and, if such payment is so made, no interest shall accrue for the period from and after such date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on April 15 or October 15, as the case may be, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Note will be made by U.S. dollar check drawn on a bank in The City of New York and mailed to the Person in whose name this Note is registered at such Person’s address as provided in Securities Register. For Holders of at least $1,000,000 in aggregate principal amount of this Note, payment will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in The City of New York or in Europe, provided that the Trustee receives a written request from such Holder to such effect designating such account no later than the April 15 or October 15, as the case may be, immediately preceding such interest payment date.

Additional provisions of this Note are contained on the reverse hereof and such provisions shall have the same effect as though fully set forth in this place.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, AMERICAN EXPRESS COMPANY has caused this instrument to be duly executed under its corporate seal.

Dated: May 22, 2013

TRUSTEE’S CERTIFICATE OF AUTHENTICATION	AMERICAN EXPRESS COMPANY
	By:
This is one of the Securities described in the within-mentioned Indenture.		David L. Yowan Executive Vice President and Corporate Treasurer

THE BANK OF NEW YORK MELLON	Attest:
As Trustee

By:
Authorized Signatory			Carol V. Schwartz
			Secretary

REVERSE OF GLOBAL NOTE

AMERICAN EXPRESS COMPANY

1.550% Notes due May 22, 2018

No.

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to $1,000,000,000, all such Securities issued and to be issued under an indenture dated as of August 1, 2007, between the Company and The Bank of New York Mellon, as Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights and limitation of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may be denominated in currencies other than U.S. dollars (including composite currencies), may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption 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. This Note is one of a series of the Securities designated 1.550% Notes due May 22, 2018 (the “Notes”). Additional notes on the same terms and conditions and with the same CUSIP number as those of the Notes may be issued by the Company without the consent of the Holders of the Notes. Such further notes shall be consolidated and form a single series with the Notes.

The Notes may not be redeemed prior to Stated Maturity unless certain events occur involving United States taxation: If as a result of (a) any change in (including any announced prospective change), or amendment to, the laws (including any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in (including any announced prospective change), or amendment to, any official position regarding the application or interpretation of such laws, which change or amendment is announced or becomes effective on or after May 15, 2013, or (b) a taxing authority of the United States taking any action, or such action becoming generally known, on or after May 15, 2013, whether or not such action is taken with respect to the Company or any of its affiliates, there is in either case a material increase in the probability that the Company will or may be required to pay additional amounts as provided for below, then the Company may in either case, at its option, redeem, in whole or in part, the Notes, at a redemption price equal to the principal amount of the notes being redeemed, together with any accrued and unpaid interest thereon to the date fixed for redemption (the “Redemption Date”); provided that the Company determines, in its business judgment, that the obligation to pay such additional

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amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. Prior to the publication of any notice of redemption, the Company will deliver to the Trustee an officer’s certificate stating that the Company is entitled to effect a redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right to redeem have occurred and an opinion of counsel to that effect based on that statement of facts.

Notice of redemption shall be mailed to the registered Holders of the Notes designated for redemption at their addresses as the same shall appear on the Securities Register, not less than 30 days nor more than 60 days prior to the Redemption Date, subject to all the conditions and provisions of the Indenture.

In the event of redemption of this Note in part only, a new Note or Notes for the amount of the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

The Company shall, subject to the exceptions and limitations set forth below, pay as additional interest on the Note, such additional amounts as are necessary in order that the net payment by the Company or a paying agent of the principal of and interest on the Note to a Holder who is a Non-United States Holder (as defined below), after deduction for any present or future tax, assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount that would have been payable had no such withholding or deduction been required.

The Company’s obligation to pay additional amounts shall not apply (1) to a tax, assessment or governmental charge that would not have been imposed but for the beneficial owner or the Holder, or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the Holder if the Holder is an estate, trust, partnership, limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary Holder, being considered as (a) being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States, (b) having a current or former relationship with the United States, including a relationship as a citizen or resident thereof, (c) being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States, a corporation that has accumulated earnings to avoid United States federal income tax or a private foundation or other tax-exempt organization or (d) being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision or being or having been a bank whose receipt of interest on a note is described in section 881(c)(3)(A) of the Code or any successor provision; (2) to any beneficial owner that is not the sole beneficial owner of the Note, or a portion thereof, or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

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(3) to a tax, assessment or governmental charge (including backup withholding) that would not have been imposed but for the failure of the Holder or any other person to comply with certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such note, if compliance is required by statute or by regulation of the United States Treasury Department, without regard to any tax treaty, or by an applicable income tax treaty to which the United States is a party as a precondition to partial or complete relief or exemption from such tax, assessment or other governmental charge (including, but not limited to, the failure to provide United States Internal Revenue Service (“IRS”), Form W-8BEN, W-8ECI or any subsequent versions thereof), or any other certification, information, documentation, reporting or other similar requirement under United States income tax laws or regulations that would establish entitlement to otherwise applicable relief or exemption from any tax, assessment or governmental charge; (4) to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment; (5) to a tax, assessment or governmental charge that would not have been imposed or withheld but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 10 days after the payment becomes due or is duly provided for, whichever occurs later; (6) to a tax, assessment or governmental charge that is imposed or withheld by reason of the presentation of a note for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later; (7) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge; (8) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made without such withholding by any other paying agent; (9) to any withholding or deduction which is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (10) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8) and (9).

The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided for herein, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

As used herein, the term “United States Holder” means a beneficial owner of a note that is (i) a citizen or resident of the United States, (ii) a corporation or an entity taxable as a corporation for United States federal income tax purposes, that was established under the laws of the United States, any state thereof or the District of Columbia, or (iii) an estate or trust whose world-wide income is subject to United States federal income tax. If a partnership holds a note, the tax treatment of partners will generally depend upon the status of the partner and the activities of the partnership. As used here, the term “Non-United States Holder” means a beneficial owner of the Note that is not a United States Holder and is not a partnership.

The Indenture contains provisions for defeasance and discharge of the entire principal of all the Notes of any series upon compliance by the Company with certain conditions set forth therein.

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If an Event of Default with respect to the Notes, as defined in the Indenture, shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to a series, provided that the Holders of at least a majority in principal amount of the Notes at the time Outstanding of any series affected by a waiver consent to such waiver. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain exceptions therein set forth, this Note is transferable on the Securities Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the City of New York, New York, or, at the option of the Holder, at the office or agency of the Company to be maintained for that purpose in the City of New York, New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form without coupons in denominations of $2,000.00 and integral multiples of $1,000.00 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor and of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the registration of such transfer or exchange, other than certain exchanges not involving any transfer.

Certain terms used in this Note that are defined in the Indenture have the meanings set forth therein.

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This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

The Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

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EX-4.2 4 c73876_ex4-2.htm

Exhibit 4.2

Form of Permanent Global Registered Floating Rate Note

AMERICAN EXPRESS COMPANY

Floating Rate Notes due May 22, 2018

No.		CUSIP: 025816BH1
		ISIN: US02581BH19

AMERICAN EXPRESS COMPANY, a New York corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $ on May 22, 2018, and to pay interest (computed on the basis of the actual number of days elapsed over a 360-day year) thereon from May 22, 2013, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly, on February 22, May 22, August 22 and November 22 in each year, commencing August 22, 2013 and at maturity, at the rate of three-month LIBOR (as defined below) plus 0.59% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on January 15, April 15, July 15 or October 15, as the case may be, next preceding such Interest Payment Date. In any case where such Interest Payment Date shall not be a Business Day, then (notwithstanding any other provision of said Indenture or the Notes) payment of such interest need not be made on such date, but may be made on the next succeeding Business Day (unless the next succeeding

Business Day is in the next calendar month, in which case payment will be paid on the immediately preceding Business Day) with the same force and effect as if made on such date, and, if such payment is so made, no interest shall accrue for the period from and after such date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on January 15, April 15, July 15 or October 15, as the case may be, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Note will be made by U.S. dollar check drawn on a bank in The City of New York and mailed to the Person in whose name this Note is registered at such Person’s address as provided in Securities Register. For Holders of at least $1,000,000 in aggregate principal amount of this Note, payment will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in The City of New York or in Europe, provided that the Trustee receives a written request from such Holder to such effect designating such account no later than the January 15, April 15, July 15 or October 15, as the case may be, immediately preceding such interest payment date.

“Calculation Agent” means The Bank of New York Mellon, or its successor appointed by the Issuer, acting as calculation agent.

“three-month LIBOR” means for any Interest Reset Period, the London interbank offered rate per annum determined by the Calculation Agent on the related Interest Determination Date, in accordance with the following provisions:

(i) three-month LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months which appears on the Reuters LIBOR01 Page (or such other page as may replace page LIBOR01 on that service for the purpose of displaying London interbank offered rates) as of 11:00 a.m., London time, on the related Interest Determination Date.

(ii) If, on any such Interest Determination Date, the rate for deposits in U.S. dollars having a maturity of three months does not appear on the Reuters LIBOR01 Page (or such other page as may replace page LIBOR01 on that service for the purpose of displaying London interbank offered rates) as specified in (i) above, three-month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months and in a principal amount equal to an amount that is representative for a single transaction in such market at such time are offered by four major banks in the London interbank market selected by the Company at approximately 11:00 a.m., London time, on such Interest Determination Date to prime banks in the London interbank market. The Company will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, the rate in respect of such Interest Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, three-month LIBOR in respect of such Interest Determination Date will be the arithmetic mean of the rates quoted by three major banks in New York City, selected by the Company, at approximately 11:00 a.m., New York time, on such Interest Determination Date for loans in U.S. dollars to leading European banks, having a

maturity of three months and in a principal amount equal to an amount that is representative for a single transaction in such market at such time.

“Interest Determination Date” means with respect to an Interest Reset Date, the second London Business Day preceding such Interest Reset Date.

“Interest Reset Date” means the 22nd of February, May, August and November.

“Interest Reset Period” means each period from and including an Interest Payment Date (or, in the case of the first such period, the issue date of the floating rate notes) to but excluding the next succeeding Interest Payment Date.

“London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

“Reuters LIBOR01 Page” means the display designated as page LIBOR01 on the Reuters 3000 Xtra (or such other page as may replace the Reuters LIBOR01 Page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered Rate for U.S. dollar deposits).

Additional provisions of this Note are contained on the reverse hereof and such provisions shall have the same effect as though fully set forth in this place.

IN WITNESS WHEREOF, AMERICAN EXPRESS COMPANY has caused this instrument to be duly executed under its corporate seal.

Dated: May 22, 2013

TRUSTEE’S CERTIFICATE	AMERICAN EXPRESS COMPANY
OF AUTHENTICATION
	By:
This is one of the Securities described in the within-mentioned Indenture.		David L. Yowan Executive Vice President and Corporate Treasurer

THE BANK OF NEW YORK MELLON	Attest:
As Trustee

By:
Authorized Signatory	Carol V. Schwartz Secretary

REVERSE OF GLOBAL NOTE

AMERICAN EXPRESS COMPANY

Floating Rate Notes due May 22, 2018

No.

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”) of the Company of the series hereinafter specified, which series is initially limited in aggregate principal amount to $850,000,000 all such Securities issued and to be issued under an indenture dated as of August 1, 2007, between the Company and The Bank of New York Mellon, as Trustee (the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights and limitation of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may be denominated in currencies other than U.S. dollars (including composite currencies), may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption 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. This Note is one of a series of the Securities designated Floating Rate Notes due May 22, 2018 (the “Notes”). Additional notes on the same terms and conditions and with the same CUSIP number as those of the Notes may be issued by the Company without the consent of the Holders of the Notes. Such further notes shall be consolidated and form a single series with the Notes.

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substitution of the obligor under the Notes. Prior to the publication of any notice of redemption, the Company will deliver to the Trustee an officer’s certificate stating that the Company is entitled to effect a redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right to redeem have occurred and an opinion of counsel to that effect based on that statement of facts.

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have been imposed but for the failure of the Holder or any other person to comply with certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such note, if compliance is required by statute or by regulation of the United States Treasury Department, without regard to any tax treaty, or by an applicable income tax treaty to which the United States is a party as a precondition to partial or complete relief or exemption from such tax, assessment or other governmental charge (including, but not limited to, the failure to provide United States Internal Revenue Service (“IRS”), Form W-8BEN, W-8ECI or any subsequent versions thereof), or any other certification, information, documentation, reporting or other similar requirement under United States income tax laws or regulations that would establish entitlement to otherwise applicable relief or exemption from any tax, assessment or governmental charge; (4) to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment; (5) to a tax, assessment or governmental charge that would not have been imposed or withheld but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 10 days after the payment becomes due or is duly provided for, whichever occurs later; (6) to a tax, assessment or governmental charge that is imposed or withheld by reason of the presentation of a note for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later; (7) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge; (8) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made without such withholding by any other paying agent; (9) to any withholding or deduction which is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (10) in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8) and (9).

The Indenture contains provisions for defeasance and discharge of the entire principal of all the Notes of any series upon compliance by the Company with certain conditions set forth therein.

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Certain terms used in this Note that are defined in the Indenture have the meanings set forth therein.

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This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

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