displayed on Reuters, or any successor service, on page 5 or any other page as may replace that specified page on that service or another highly recognized electronic source used for the purpose of displaying the applicable rate (Reuters Page 5), or
(b) if the rate referred to in clause (a) does not appear on Reuters Page 5 or is not so published by 3:00 P.M., New York City time, on the related calculation date, the rate with respect to the applicable Interest Determination Date displayed on the FFPREBON Index Page on the
Bloomberg service, which is the Fed Funds Opening Rate as reported by Prebon Yamane (or its successor) on Bloomberg, or
(c) if the rate referred to in clause (b) does not appear on the FFPREBON Index page on Bloomberg or another highly recognized electronic source or 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 calculated by the calculation agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include an agent or its
affiliates, selected by the calculation agent in consultation with Colgate, before 9:00 A.M., New York City time on the applicable Interest Determination Date, or
(d) if the brokers selected by the calculation agent in consultation with Colgate are not quoting as mentioned in clause (c), the Federal Funds Rate in effect on the applicable Interest Determination Date.
(3) if Federal Funds Target Rate is the specified Federal Funds Rate in the applicable pricing supplement:
(a) the rate on the applicable Interest Determination Date displayed on the FDTR Index Page on Bloomberg, or
(b) if the rate referred to in clause (a) does not appear on the FDTR Index Page on Bloomberg or is not so published by 3:00 P.M., New York City time, on the related calculation date, the rate with respect to the applicable Interest Determination Date appearing on Reuters on page
USFFTARGET= or any other page as may replace that specified page on that service (Reuters Page USFFTARGET=), or
(c) if the rate referred to in clause (b) does not appear on Reuters Page USFFTARGET= or 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 calculated by the calculation agent as the arithmetic
mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include an agent or its affiliates, selected by the calculation agent in consultation
with Colgate, before 9:00 A.M., New York City time, on the applicable Interest Determination Date, or
(d) if the brokers selected by the calculation agent in consultation with Colgate are not quoting as mentioned in clause (c), the Federal Funds Rate in effect on the applicable Interest Determination Date.
LIBOR. LIBOR Notes will bear interest at the rates, calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any, specified in the applicable LIBOR Notes and in the applicable pricing supplement.
LIBOR means:
(1) the rate for deposits in the Designated LIBOR Currency having the Index Maturity specified in the applicable pricing supplement, commencing on the applicable Interest Reset Date, that appears on the Designated LIBOR Page (as defined below) as of 11:00 A.M., London time, on the
applicable Interest Determination Date, or
(2) if the rate referred to in clause (1) does not appear on the Designated LIBOR Page, or is not so published by 11:00 A.M., London time, on the applicable Interest Determination Date, the rate calculated by the calculation agent as the arithmetic mean of at least two quotations
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obtained by the calculation agent after requesting the principal London offices of four major reference banks, which may include affiliates of the agents, in the London interbank market to provide the calculation agent with its offered quotation for deposits in the Designated LIBOR Currency for the
period of the Index Maturity specified in the applicable pricing supplement, commencing on the applicable Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 A.M. on the applicable Interest Determination Date and in a principal amount that is representative
for a single transaction in the Designated LIBOR Currency in that market at that time, or
(3) if fewer than two quotations referred to in clause (2) are so provided, the rate on the applicable Interest Determination Date calculated by the calculation agent as the arithmetic mean of the rates quoted at approximately 11:00 A.M., London time, in the applicable Principal Financial Center
on the applicable Interest Determination Date by three major banks, which may include affiliates of the agents, in such Principal Financial Center selected by the calculation agent in consultation with Colgate for loans in the Designated LIBOR Currency to leading European banks, having the Index
Maturity specified in the applicable pricing supplement, commencing on the applicable Interest Reset Date, and in a principal amount that is representative for a single transaction in the Designated LIBOR Currency in that market at that time, or
(4) if the banks so selected by the calculation agent in consultation with Colgate are not quoting as mentioned in clause (3), LIBOR in effect on the applicable Interest Determination Date.
Designated LIBOR Currency means the currency specified in the applicable pricing supplement as to which LIBOR will be calculated or, if no such currency is specified in the applicable pricing supplement, United States dollars.
Designated LIBOR Page means the display page currently so designated on Bloomberg page BBAM or such other service as may be nominated by the ICE Benchmark Administration Limited (ICE) or its successor, or such other entity assuming the responsibility of ICE or its successor in the
event ICE or its successor no longer does so, as the successor service, or any page as may replace the specified page, for the purpose of displaying London interbank offered rates for the Designated LIBOR Currency.
Prime Rate. 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 the applicable pricing supplement.
Prime Rate means:
(1) the rate on the applicable Interest Determination Date as published in the Statistical Release opposite the caption Bank prime loan, or
(2) if the rate referred to in clause (1) 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 highly recognized electronic source used for the purpose of
displaying the applicable rate opposite the caption Bank prime loan, or
(3) if the rate referred to in clause (2) 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 calculated by the calculation agent as the arithmetic mean of the rates of interest publicly announced by each bank
that appears on the Reuters Page USPRIME1 (as defined below) as the particular banks prime rate or base lending rate as of 11:00 A.M., New York City time, on the applicable Interest Determination Date, or
(4) if fewer than four rates described in clause (3) are so published by 3:00 P.M., New York City time, on the related calculation date, 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 agents, in The City of New York selected by the calculation agent, or
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(5) if the banks selected by the calculation agent in consultation with Colgate are not quoting as mentioned in clause (4), the Prime Rate in effect on the applicable Interest Determination Date.
Reuters Page USPRIME1 means the display on Reuters, or any successor service on page USPRIME1 or any other page as may replace that specified page on that service or another highly recognized electronic source used for the purpose of displaying the applicable rate, for the purpose of
displaying prime rates or base lending rates of major United States banks.
Treasury Rate. Treasury Rate Notes will bear interest at the rates, calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, specified in the applicable Treasury Rate Notes and in the applicable pricing supplement.
Treasury Rate means:
(1) the rate from the auction held on the applicable Interest Determination Date (the Auction) of direct obligations of the United States (Treasury Bills) having the Index Maturity specified in the applicable pricing supplement under the caption INVEST RATE on the display on Reuters, or any
successor service, on page USAUCTION 10 or any other page as may replace that specified page on that service or another highly recognized electronic source used for the purpose of displaying the applicable rate (Reuters Page USAUCTION 10) or page USAUCTION 11 or any other page as
may replace that specified page on that service or another highly recognized electronic source used for the purpose of displaying the applicable rate (Reuters Page USAUCTION 11) or, if not so displayed on Reuters, as displayed on the Bloomberg service (or any successor service) on page
AUCR 27 (or any other page as may replace that page on that service), or
(2) if the rate described in clause (1) is not so published by 3:00 P.M., New York City time, on the related calculation date, the Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the United States Department of the Treasury, or
(3) in the event that the rate referred to in clause (2) is not announced by the United States Department of the Treasury, or if the Auction is not held, the Bond Equivalent Yield of the rate on the applicable Interest Determination Date of Treasury Bills having the Index Maturity specified in the
applicable pricing supplement published in H.15(519) under the caption U.S. government securities/Treasury bills (secondary market), or
(4) if the rate referred to in clause (3) 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 of such Treasury Bills as published in H.15 Daily Update, or such other highly recognized electronic source used
for the purpose of displaying the applicable rate, under the caption U.S. government securities/Treasury bills (secondary market), or
(5) if the rate referred to in clause (4) 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 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 applicable Interest Determination Date, of three leading primary United States government securities dealers, which may include an agent or its affiliates, selected by the calculation agent in consultation with Colgate, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified in the applicable pricing supplement, or
(6) if the dealers selected by the calculation agent in consultation with Colgate are not quoting as mentioned in clause (5), the Treasury Rate in effect on the applicable Interest Determination Date.
Bond Equivalent Yield means a yield calculated in accordance with the following formula and expressed as a percentage:
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Bond Equivalent Yield
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DxN
360(DxM)
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x 100
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where D refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, N refers to 365 or 366, as the case may be, and M refers to the actual number of days in the applicable interest reset period.
Other Provisions; Addenda
Any provisions with respect to an issue of notes, including the determination of one or more Interest Rate Bases, the specification of one or more Interest Rate Bases, the calculation of the interest rate applicable to a floating rate note, the applicable interest payment dates, the stated maturity date,
any redemption or repayment provisions or any other matters relating to the applicable notes may be modified or supplemented by the terms as specified under Other/Additional Provisions on the face of the applicable notes or in an Addendum relating to the applicable notes, if so specified on the face
of the applicable notes and in the applicable pricing supplement.
Original Issue Discount Notes
We may from time to time offer notes at a price less than their redemption price at maturity, resulting in the applicable notes being treated as if they were issued with original issue discount for Federal income tax purposes (Discount Notes). Discount Notes may pay no interest currently or may
bear interest at a rate which at the time of issuance is below market rates. Additional considerations relating to any Discount Notes will be described in the applicable pricing supplement. For further information regarding the Federal income tax implications for U.S. Holders of Discount Notes, see
Certain United States Federal Income Tax ConsiderationsU.S. HoldersOriginal Issue Discount.
Amortizing Notes
We may from time to time offer notes (Amortizing Notes), with amounts of principal and interest payable in installments over the term of the notes. Unless otherwise specified in the applicable pricing supplement, interest on each Amortizing Note will be computed on the basis of a 360-day year of
twelve 30-day months. Unless otherwise provided in such pricing supplement, payments with respect to Amortizing Notes will be applied first to interest due and payable on the Amortizing Notes and then to the reduction of the unpaid principal amount of the Amortizing Notes. Further information
concerning additional terms and conditions of any issue of Amortizing Notes will be provided in the applicable pricing supplement. A table setting forth repayment information in respect of each Amortizing Note will be included in the applicable note and the applicable pricing supplement.
Linked Notes
We may from time to time offer notes (Linked Notes) the principal value of which at maturity will be determined by reference to:
(a) one or more equity or debt securities, including, but not limited to, the price or yield of such securities,
(b) any statistical measure of economic or financial performance, including, but not limited to, any currency, consumer price or mortgage index, or
(c) the price or value of any commodity or any other item or index or any combination thereof,
(collectively, the Linked Securities). The payment or delivery of any consideration on any Linked Note at maturity will be determined by the decrease or increase, as applicable, in the price or value of the applicable Linked Securities. The terms of and any additional considerations, including any
material tax consequences, relating to any Linked Notes will be described in the applicable pricing supplement.
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Book-Entry Notes