<PAGE>
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):
March 21, 1996
Barnett Banks, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 1-7901 59-0560515
- ------------- ---------------- ------------------
(State of (Commission file (IRS Employer
incorporation) number) Identification No.)
50 North Laura Street, Jacksonville, Florida 32202
- --------------------------------------------------------------------------------
(Address of principal executive office including zip code)
(904) 791-7720
-------------------------------
(Registrant's telephone number)
<PAGE>
ITEM 7 FINANCIAL STATEMENTS. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
The exhibits listed in the accompanying Index to Exhibits relate to
the Registration Statement (No. 33-64305, which also constitutes Post-
Effective Amendment No. 1 to Registration Statement No. 33-57597) on
Form S-3 of Barnett Banks, Inc. and are filed herewith for
incorporation by reference in such Registration Statement.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: March 21, 1996
BARNETT BANKS, INC.
By: /s/ Patrick J. McCann
--------------------------------------
Name: Patrick J. McCann
--------------------------------
Title: Controller
------------------------------
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESIGNATION PAGE
(1)(c) Distribution Agreement dated as of
March 21, 1996, among Barnett Banks,
Inc., CS First Boston Corporation,
Goldman, Sachs & Co., Lehman Brothers
Inc., Morgan Stanley & Co. Incorporated
and Salomon Brothers Inc
(4)(g) Form of Senior Floating Rate Medium
Term Note, Series E
(4)(h) Form of Senior Fixed Rate Medium Term
Note, Series E
(4)(i) Form of Subordinated Floating Rate
Medium Term Note, Series E
(4)(j) Form of Subordinated Fixed Rate Medium
Term Note, Series E
<PAGE>
$500,000,000
BARNETT BANKS, INC.
Medium-Term Notes, Series E
DISTRIBUTION AGREEMENT
March 21, 1996
CS First Boston Corporation
Park Avenue Plaza
55 East 52nd Street
New York, New York 10055
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Lehman Brothers
Lehman Brothers Inc. (including
Lehman Government Securities Inc.)
3 World Financial Center, 12th Floor
New York, New York 10285-1200
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
1. INTRODUCTION. Barnett Banks, Inc., a Florida corporation (the
"Issuer"), confirms its agreement with each of you (individually, an "Agent" and
collectively, the "Agents" (which terms shall include Lehman Government
Securities Inc., an affiliate of Lehman Brothers Inc.)) with respect to the
issue and sale from time to time by the Issuer of up to $500,000,000 (or the
U.S. dollar equivalent in certain specified foreign currencies or currency
units) aggregate principal amount of its medium-term notes,
<PAGE>
series E, registered under the registration statements referred to in Section
2(a) (any such medium-term notes, series E being hereinafter referred to as the
"Securities"). Securities which are subordinated in priority of payment to
Senior Indebtedness of the Issuer will be issued under an indenture dated as of
March 16, 1995 (as it may be supplemented or amended from time to time, the
"Subordinated Indenture"), between the Issuer and Chemical Bank, as trustee (the
"Subordinated Trustee"). Securities which are senior in priority of payment
will be issued under an indenture dated as of March 16, 1995 (as it may be
supplemented or amended from time to time, the "Senior Indenture") between the
Issuer and The First National Bank of Chicago, as trustee (the "Senior
Trustee"). The Subordinated Indenture and the Senior Indenture are collectively
referred to herein as the "Indenture". The Subordinated Trustee and the Senior
Trustee are collectively referred to as the "Trustee".
The Securities shall have the maturity ranges, annual interest rates
or interest rate formulas, if any, currencies or currency units, redemption or
sinking fund provisions and other terms set forth in the Prospectus referred to
in Section 2(a) as it may be amended or supplemented from time to time,
including any supplement to the Prospectus that sets forth only the terms of a
particular issue of the Securities (a "Pricing Supplement"). The Securities
will be issued, and the terms thereof established, from time to time by the
Issuer in accordance with the Indenture and the Procedures (as defined in
Section 3(d) hereof).
2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER. The Issuer
represents and warrants to, and agrees with, each Agent as follows:
(a) A registration statement (No. 33-64305), including a
prospectus, relating to debt securities of the Issuer, including the
Securities ("Registered Securities"), has been filed with the Securities
and Exchange Commission ("Commission") and has become effective. Pursuant
to Rule 429 under the Securities Act of 1933, as amended (the "Act"), the
prospectus also relates to debt securities of the Issuer registered
pursuant to registration statement No. 33-57597 filed with the Commission
which has also become effective. Such registration statements, as amended
as of the Closing Date (as defined in Section 3(e) hereof), are hereinafter
referred to as the "Registration Statement", and the prospectus included in
such Registration Statement, as supplemented as of the Closing Date with
respect to the offering of the Securities, including all material
incorporated by reference therein, is hereinafter referred to as the
"Prospectus". Any reference in this Agreement to amending or supplementing
-2-
<PAGE>
the Prospectus shall be deemed to include the filing of materials
incorporated by reference in the Prospectus after the Closing Date and any
reference in this Agreement to any amendment or supplement to the
Prospectus shall be deemed to include any such materials incorporated by
reference in the Prospectus after the Closing Date.
(b) On the effective date of the Registration Statement relating to
the Registered Securities, such Registration Statement conformed in all
material respects to the requirements of the Act, the Trust Indenture Act
of 1939 ("Trust Indenture Act") and the rules and regulations of the
Commission ("Rules and Regulations") and did not include any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, and on the Closing Date, the Registration Statement and the
Prospectus, and at each of the times of acceptance and of delivery referred
to in Section 6(a) hereof and at each of the times of amendment or
supplementing referred to in Section 6(b) hereof (the Closing Date and each
such time being herein sometimes referred to as a "Representation Date"),
the Registration Statement and the Prospectus as then amended or
supplemented, will conform in all material respects to the requirements of
the Act, the Trust Indenture Act and the Rules and Regulations, and neither
of such documents will include any untrue statement of a material fact or
will omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, except that the
foregoing does not apply to statements in or omissions from any of such
documents based upon written information furnished to the Issuer by any
Agent specifically for use therein.
(c) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
applicable, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and any
further documents so filed and incorporated by reference in the Prospectus,
or any amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and will not contain an untrue statement of a
material fact or omit to state a
-3-
<PAGE>
material fact required to be stated therein or necessary to make the
statements therein not misleading.
(d) The financial statements, and the related notes thereto, included
or incorporated by reference in the Registration Statement and the
Prospectus present fairly the consolidated financial position of the Issuer
and its consolidated subsidiaries as of the dates indicated and the results
of their operations and the changes in their consolidated cash flows for
the periods specified; said financial statements have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis, and the supporting schedules included or incorporated by
reference in the Registration Statement present fairly the information
required to be stated therein; and the pro forma financial information, and
the related notes thereto, if any, included or incorporated by reference in
the Registration Statement and the Prospectus has been prepared in
accordance with the applicable requirements of the Securities Act and the
Exchange Act, as applicable.
(e) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus, there has not been any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, business,
prospects, management, financial position, stockholders' equity or results
of operations of the Issuer and its subsidiaries, taken as a whole,
otherwise than as set forth or contemplated in the Prospectus; and except
as set forth or contemplated in the Prospectus neither the Issuer nor any
of its subsidiaries has entered into any transaction or agreement (whether
or not in the ordinary course of business) material to the Issuer and its
subsidiaries taken as a whole.
(f) The Issuer has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the state of its
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus, and has
been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each jurisdiction in
which it owns or leases properties, or conducts any business, so as to
require such qualification, other than where the failure to be so qualified
or in good standing would not have a material adverse effect on the Issuer
and its subsidiaries taken as a whole.
-4-
<PAGE>
(g) Each of the Issuer's subsidiaries has been duly incorporated and
is validly existing as a corporation under the laws of its jurisdiction of
incorporation, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus, and has
been duly qualified as a foreign corporation for the transaction of
business and is in good standing under the laws of each jurisdiction in
which it owns or leases properties, or conducts any business, so as to
require such qualification, other than where the failure to be so qualified
or in good standing would not have a material adverse effect on the Issuer
and its subsidiaries taken as a whole.
(h) Each of this Agreement and any other applicable Terms Agreement
has been duly authorized, executed and delivered by the Issuer and
constitutes the valid and binding agreement of the Issuer, except as rights
to indemnity and contribution hereunder or thereunder may be limited by
applicable law.
(i) The Securities have been duly authorized, and, when issued and
delivered in accordance with the Indenture and delivered to and paid for by
the purchasers thereof in accordance with this Agreement and any applicable
Terms Agreement, will have been duly executed, issued and delivered by the
Issuer and will constitute valid and binding obligations of the Issuer
entitled to the benefits provided by the Indenture; the Indenture has been
duly authorized, executed and delivered by the Issuer and qualified under
the Trust Indenture Act and constitutes a valid and binding instrument; and
the Indenture conforms, and the Securities of any particular issuance of
Securities will conform, to the descriptions thereof in the Prospectus as
amended or supplemented to relate to such issuance of Securities.
(j) Neither the Issuer nor any of its subsidiaries is, or with the
giving of notice or lapse of time or both would be, in violation of or in
default under, its Articles of Incorporation or Articles of Association, as
the case may be, or By-Laws or any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Issuer or any of
its subsidiaries is a party or by which it or any of them or any of their
respective properties is bound, except for violations and defaults which
individually and in the aggregate are not material to the Issuer and its
subsidiaries taken as a whole or to the holders of the Securities; the
issue and sale of the Securities and the performance by the Issuer of all
of its obligations under the Securities, the Indenture, this Agreement and
-5-
<PAGE>
any Terms Agreement, and the consummation of the transactions herein and
therein contemplated, will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Issuer or any of its subsidiaries is a party or by
which the Issuer or any of its subsidiaries is bound or to which any of the
property or assets of the Issuer or any of its subsidiaries is subject, nor
will such action result in any violation of the provisions of the Articles
of Incorporation or the By-Laws of the Issuer or any applicable law or any
statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Issuer, its subsidiaries or any
of their respective properties; and no consent, approval, authorization,
order, registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of the
Securities or the consummation by the Issuer of the other transactions
contemplated by this Agreement, any applicable Terms Agreement or the
Indenture, except such as have been, or will have been prior to the Closing
Date (as defined in Section 3(e) hereof), obtained under the Act or the
Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities
or Blue Sky laws in connection with the offer and sale of the Securities.
(k) Other than as set forth or contemplated in the Prospectus, there
are no legal or governmental proceedings pending or, to the knowledge of
the Issuer, threatened to which the Issuer or any of its subsidiaries is or
may be a party or to which any property of the Issuer or any of its
subsidiaries is or may be the subject which, if determined adversely to the
Issuer or any of its subsidiaries, could individually or in the aggregate
reasonably be expected to have a material adverse effect on the general
affairs, business, prospects, management, consolidated financial position,
stockholders' equity or results of operations of the Issuer and its
subsidiaries taken as a whole, and, to the best of the Issuer's knowledge,
no such proceedings are threatened or contemplated by governmental
authorities or threatened by others; and there are no contracts or other
documents of a character required to be filed as an exhibit to the
Registration Statement or required to be described in the Registration
Statement or the Prospectus which are not filed or described as required.
(l) Immediately after any sale of Securities by the Issuer hereunder
or under any applicable Terms
-6-
<PAGE>
Agreement, the aggregate amount of Securities which shall have been issued
and sold by the Issuer hereunder or under any Terms Agreement and of any
registered Securities (other than the Securities) that shall have been
issued and sold pursuant to the Registration Statement will not exceed the
amount of Registered Securities registered under the Registration
Statement.
3. SOLICITATIONS AS AGENTS; PURCHASES AS PRINCIPAL. (a) Subject to
the terms and conditions stated herein, the Issuer hereby appoints each of the
Agents as an agent of the Issuer for the purpose of soliciting or receiving
offers to purchase the Securities from the Issuer by others. Except as
otherwise provided herein, so long as this Agreement shall remain in effect with
respect to any Agent, the Issuer shall not, without the consent of any such
Agent, solicit or accept offers to purchase, or sell, Securities or any other
debt securities with a maturity at the time of original issuance of 9 months or
more ("Medium-Term Debt Securities") except pursuant to this Agreement and any
Terms Agreement, or except pursuant to a private placement not constituting a
public offering under the Act or except in connection with a firm commitment
underwriting pursuant to an underwriting agreement that does not provide for a
continuous offering of Medium-Term Debt Securities. However, the Issuer
reserves the right (i) to sell, and may solicit and accept offers to purchase,
Securities and Medium-Term Debt Securities directly on its own behalf to
investors (subject to no fee or commission) at any time, (ii) upon five business
days' prior notice to, and with the prior consent of, each of the Agents, to
appoint other persons, partnerships or corporations ("Additional Agents") to act
as its agent to solicit offers for the purchase of Securities or Medium-Term
Debt Securities pursuant to this Agreement, provided that each Additional Agent
shall execute this Agreement and become a party hereto and thereafter the term
"Agent" as used in this Agreement shall mean the Agents and such Additional
Agents, and (iii) to accept a specific offer to purchase Securities or
Medium-Term Debt Securities solicited by an agent other than the Agents (each an
"Other Agent"), without obtaining the prior consent of any of the Agents,
provided that (x) the Issuer shall give each of the Agents notice of its
decision to accept such an offer to purchase Securities or Medium-Term Debt
Securities in advance of such acceptance, and (y) any Other Agent shall agree to
be bound by and subject to the terms and conditions of this Agreement binding on
the Agents (including the commission schedule set forth on Exhibit B).
On the basis of the representations and warranties contained herein,
but subject to the terms and conditions herein set forth, each Agent hereby
severally and not jointly agrees, as agent of the Issuer, to use reasonable best
efforts when requested by the Issuer to solicit offers to
-7-
<PAGE>
purchase the Securities upon the terms and conditions set forth in the
Prospectus, as from time to time amended or supplemented.
Upon receipt of notice from the Issuer as contemplated by Section 4(b)
hereof, each Agent shall suspend its solicitations of purchases of Notes until
such time as the Issuer shall have furnished it with an amendment or supplement
to the Registration Statement or the Prospectus, as the case may be,
contemplated by Section 4(b) and shall have advised such Agent that such
solicitation may be resumed.
The Issuer reserves the right, in its sole discretion, to suspend
solicitation of offers to purchase the Securities commencing at any time for any
period of time or permanently. Upon receipt of a least one Business Day's prior
notice from the Issuer, the Agents will forthwith suspend solicitation of offers
to purchase Securities from the Issuer until such time as the Issuer has advised
the Agents that such solicitation may be resumed. For the purpose of the
foregoing sentence, "Business Day" shall mean any day which is not a Saturday or
a Sunday and which in New York City is not a day on which banking institutions
are generally authorized or obligated by law to close.
The Agents are authorized to solicit offers to purchase Securities
only in a minimum aggregate amount of $1,000 and only in fully registered form
in denominations of $1,000 and integral multiples of $1,000 in excess thereof
or, in the case of Securities denominated in a foreign currency or currency
unit, or with respect to which an index is used to determine the amount of
payments of principal and any premium and interest, in each case as may be
designated by the Issuer at the time of offering thereof, in the denominations
indicated in the applicable Pricing Supplement, and at a purchase price which,
unless otherwise specified in the applicable Pricing Supplement, shall be equal
to 100% of the principal amount thereof. Each Agent shall communicate to the
Issuer, orally or in writing, each reasonable offer to purchase Securities
received by it as Agent. The Issuer shall have the sole right to accept offers
to purchase the Securities and may reject any such offer, in whole or in part.
Each Agent shall have the right, in its discretion reasonably exercised, without
notice to the Issuer, to reject any offer to purchase Securities received by it
and which it considers unacceptable, in whole or in part, and any such rejection
shall not be deemed a breach of its agreement contained herein.
No Security which the Issuer has agreed to sell pursuant to this
Agreement shall be deemed to have been purchased and paid for, or sold, by the
Issuer until such
-8-
<PAGE>
Security shall have been delivered to the purchaser thereof against payment by
such purchaser.
(b) Each sale of Securities to any Agent as principal shall be made
in accordance with the terms of this Agreement and (unless such Agent shall
otherwise agree) a Terms Agreement which will provide for the sale of such
Securities to, and the purchase thereof by, such Agent (each a "Terms
Agreement"). A Terms Agreement will be substantially in the form of Exhibit A
hereto but may take the form of an exchange of any standard form of written
telecommunication between an Agent and the Issuer and may also specify certain
provisions relating to the reoffering of such Securities by such Agent. The
commitment of any Agent to purchase Securities as principal, whether pursuant to
any Terms Agreement or otherwise, shall be deemed to have been made on the basis
of the representations and warranties of the Issuer herein contained and shall
be subject to the terms and conditions herein and in the applicable Terms
Agreement set forth. Each agreement by an Agent to purchase Securities as
principal (pursuant to a Terms Agreement or otherwise) shall specify the
principal amount of Securities to be purchased by such Agent pursuant thereto,
the price to be paid to the Issuer for such Securities, the maturity date of
such Securities, the interest rate or interest rate basis, if any, applicable to
such Securities, any other terms of such Securities, the time and date and place
of delivery of and payment for such Securities, any provisions relating to
rights of, and default by, underwriters acting together with such Agent in the
reoffering of Securities, and shall also specify any requirements for opinions
of counsel, accountants' letters and officers' certificates pursuant to Section
5 hereof. Unless otherwise specified in a Terms Agreement, the procedural
details relating to the issue and delivery of Securities purchased by an Agent
as principal and the payment therefore shall be as set forth in the Procedures
(as hereinafter defined).
(c) At the time of delivery of, and payment for, any Securities sold
by the Issuer as a result of a solicitation made by, or offer to purchase
received by, an Agent, the Issuer agrees to pay such Agent a commission in
accordance with the schedule set forth in Exhibit B hereto. The Issuer agrees
that each Agent that purchases Securities as principal for resale shall receive
such compensation, in the form of a discount or otherwise, as shall be indicated
in the applicable confirmation or Terms Agreement, as the case may be, or, if no
compensation is indicated therein, a commission in accordance with Exhibit B
hereto. The Issuer may also sell Securities to an Agent as principal for its
own account at discounts to be agreed upon at the time of sale. Such Securities
may be sold to investors and other purchasers at prevailing market prices, or
prices related thereto at the time of such resale or otherwise, as determined by
the Agent.
-9-
<PAGE>
In addition, the Agents may offer the Securities they have purchased as
principal to other dealers. The Agents may sell Securities to any dealer at a
discount and, unless otherwise specified in the applicable confirmation or Terms
Agreement, such discount allowed to any dealer will not be in excess of the
discount to be received by such Agent from the Issuer.
(d) Administrative procedures respecting the sale of Securities (the
"Procedures") shall be agreed upon from time to time by the Agents and the
Issuer. The initial Procedures, which are set forth in Exhibit C hereto, shall
remain in effect until changed by agreement among the Issuer and the Agents.
Each Agent and the Issuer agree to perform the respective duties and obligations
specifically provided to be performed by each of them herein and in the
Procedures. The Issuer will furnish to the Trustee a copy of the Procedures as
from time to time in effect.
(e) The documents required to be delivered by Section 5 hereof shall
be delivered at the office of Simpson Thacher & Bartlett, 425 Lexington Avenue,
New York, New York 10017, not later than 10:00 A.M., New York City time, on the
date of this Agreement or at such later time as may be mutually agreed by the
Issuer and the Agents, which in no event shall be later than the time at which
the Agents commence solicitation of purchases of Securities hereunder, such time
and date being herein called the "Closing Date".
4. CERTAIN AGREEMENTS OF THE ISSUER. The Issuer agrees with the
Agents that it will furnish to Simpson Thacher & Bartlett, counsel for the
Agents, one signed copy of the Registration Statement, including all exhibits,
in the form it became effective and of all amendments thereto and that, in
connection with each offering of Securities:
(a) The Issuer will advise each Agent promptly of any proposal to
amend or supplement the Registration Statement or the Prospectus and will
afford the Agents a reasonable opportunity to comment on any such proposed
amendment or supplement; and the Issuer will also advise each Agent of the
filing and effectiveness of any such amendment or supplement and of the
institution by the Commission of any stop order proceedings in respect of
the Registration Statement or of any part thereof and will use its best
efforts to prevent the issuance of any such stop order and to obtain as
soon as possible its lifting, if issued.
(b) If, at any time when (i) a prospectus relating to the Securities
is required to be delivered under the Act and (ii) no suspension of
solicitation of offers to purchase Securities pursuant to Section 3(b)
hereof or this Section 4(b) shall be in effect (any such time referred to
in clause (i) and any time when either any
-10-
<PAGE>
Agent shall own any Securities with the intention of reselling them or the
Issuer has accepted an offer to purchase Securities but the related
settlement has not occurred being referred to herein as a "Marketing
Period"), any event occurs as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made when
such Prospectus is delivered, not misleading, or if it is necessary at any
time to amend the Prospectus to comply with the Act, the Issuer will
promptly notify each Agent to suspend solicitation of purchases of the
Securities; and if the Issuer shall decide to amend or supplement the
Registration Statement or the Prospectus, it will promptly advise each
Agent by telephone (with confirmation in writing) and will promptly prepare
and file with the Commission an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance. Notwithstanding the foregoing, if, at the time such event
occurs or it becomes necessary to amend the Prospectus to comply with the
Act, any Agent shall own any of the Securities with the intention of
reselling them, or the Issuer has accepted an offer to purchase Securities
but the related settlement has not occurred, the Issuer, subject to the
provisions of subsection (a) of this Section 4, will promptly prepare and
file with the Commission an amendment or supplement which will correct such
statement or omission or an amendment which will effect such compliance.
Neither the Agents' consent to, nor their delivery of, any amendment or
supplement referred to in this Section 4(b) shall constitute a waiver of
any of the conditions set forth in Section 5 hereof or of any of the
Issuer's obligations set forth in Section 6 hereof.
(c) The Issuer will file promptly all documents required to be filed
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act. In addition, on or prior to the date on which the Issuer
makes any announcement to the general public concerning earnings or
concerning any other event which is required to be described, or which the
Issuer proposes to describe, in a document filed pursuant to the Exchange
Act, the Issuer will furnish the information contained or to be contained
in such announcement to each Agent, confirmed in writing and, subject to
the provisions of subsections (a) and (b) of this Section 4, will cause the
Prospectus to be amended or supplemented to reflect the information
contained in such announcement. The Issuer also will furnish each Agent
with copies of all other press releases or announcements to the general
public. The Issuer will immediately notify each Agent
-11-
<PAGE>
of any downgrading in the rating of the Securities or any other debt
securities of the Issuer, or any proposal to downgrade the rating of the
Securities or any other debt securities of the Issuer (including any
surveillance or review regarding the same), by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g)
under the Act), or any public announcement that any such organization has
under surveillance or review its rating of the Securities or any debt
securities of the Issuer (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading of such rating), as soon as the Issuer learns of such
downgrading, proposal to downgrade or public announcement.
(d) As soon as practicable, but in any event not later than 16 months
after the date of each acceptance by the Issuer of an offer to purchase
Securities hereunder, the Issuer will make generally available to its
security holders an earnings statement covering a period of at least 12
months beginning after the latest of (i) the effective date of the
registration statement relating to the Registered Securities, (ii) the
effective date of the most recent post-effective amendment to the
Registration Statement to become effective prior to the date of such
acceptance and (iii) the date of the Issuer's most recent Annual Report on
Form 10-K filed with the Commission prior to the date of such acceptance,
which will satisfy the provisions of Section 11(a) of the Act.
(e) The Issuer will furnish to each Agent copies of the Registration
Statement, including all exhibits, any related preliminary prospectus, any
related preliminary prospectus supplement, the Prospectus and all
amendments and supplements to such documents (including any Pricing
Supplement), in each case as soon as available and in such quantities as
are reasonably requested.
(f) The Issuer will arrange for the qualification of the Securities
for sale and the determination of their eligibility for investment under
the laws of such jurisdictions as the Agents reasonably request and will
continue such qualifications in effect so long as required for the
distribution.
(g) So long as any Securities are outstanding, the Issuer will
furnish to the Agents, (i) as soon as practicable after the end of each
fiscal year, a copy of its annual report to stockholders for such year,
(ii) as soon as available, a copy of each report or definitive proxy
statement of the Issuer filed with the Commission
-12-
<PAGE>
under the Exchange Act or mailed to stockholders, and (iii) from time to
time, such other information concerning the Issuer as the Agents may
reasonably request.
(h) The Issuer will whether or not any sale of Securities is
consummated pay all expenses incident to the performance of its obligations
under this Agreement and will reimburse each Agent for any expenses
(including fees and disbursements of counsel) incurred by it in connection
with qualification of the Securities for sale and determination of their
eligibility for investment under the laws of such jurisdictions as such
Agent may designate and the printing of memoranda relating thereto, for any
fees charged by investment rating agencies for the rating of the
Securities, for filing fees, if any, of the National Association of
Securities Dealers, Inc. relating to the Securities, for expenses incurred
by each Agent in distributing the Prospectus and all supplements thereto
(including any Pricing Supplement), any preliminary prospectuses and any
preliminary prospectus supplements to such Agent, for costs incurred by
each Agent and consented to by the Issuer in advertising any offering of
Securities and for each Agent's expenses (including the reasonable fees and
disbursements of counsel to the Agents) incurred in connection with the
establishment or maintenance of the program contemplated by this Agreement
and/or otherwise in connection with the activities of the Agents under this
Agreement.
(i) Between the date of a Terms Agreement and the date of delivery of
such Securities, the Issuer will not offer or sell, or enter into any
agreement to sell, any of its debt securities of similar tenor to the
Securities the subject of such Terms Agreement in the United States, other
than sales of Securities, borrowings under the Issuer's revolving credit
agreements and lines of credit, the private placement of securities and
issuances of its commercial paper.
5. CONDITIONS OF OBLIGATIONS. The obligation of each Agent, as
agent of the Issuer, under this Agreement at any time to solicit offers to
purchase the Securities is subject to the accuracy, on the date hereof, on each
Representation Date and on the date of each such solicitation, of the
representations and warranties of the Issuer herein, to the accuracy, on each
such date, of the statements of the Issuer's officers made pursuant to the
provisions hereof, to the performance, on or prior to each such date, by the
Issuer of its obligations hereunder, and to each of the following additional
conditions precedent:
-13-
<PAGE>
(a) The Prospectus, as amended or supplemented as of any
Representation Date or date of such solicitation, as the case may be, shall
have been filed with the Commission in accordance with the Rules and
Regulations and no stop order suspending the effectiveness of the
Registration Statement or of any part thereof shall have been issued and no
proceedings for that purpose shall have been instituted or, to the
knowledge of the Issuer or any Agent, shall be contemplated by the
Commission.
(b) Neither the Registration Statement nor the Prospectus, as amended
or supplemented as of any Representation Date or date of such solicitation,
as the case may be, shall contain any untrue statement of fact which, in
the opinion of any Agent after consultation with the Issuer, is material or
omits to state a fact which, in the opinion of any Agent after consultation
with the Issuer, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.
(c) There shall not have occurred (i) any change, or any development
involving a prospective change, in or affecting particularly the business
or properties of the Issuer or its subsidiaries which, in the judgment of
such Agent after consultation with the Issuer, materially impairs the
investment quality of the Securities, (ii) any downgrading in the rating of
the Issuer's debt securities by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the Act)
or any public announcement that any such organization has under
surveillance or review its rating of any debt securities of the Issuer
(other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating);
(iii) any suspension or limitation of trading in securities generally on
the New York Stock Exchange, the American Stock Exchange, the National
Association of Securities Dealers, Inc., the Chicago Board Options
Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, or
any suspension of trading of any securities of or guaranteed by the Issuer
on any exchange or in the over-the-counter market; (iv) any banking
moratorium declared by Federal, New York or Florida authorities; or (v) any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by Congress or any other substantial
national or international calamity or emergency if, in the judgment of such
Agent, the effect of any such outbreak, escalation, declaration, calamity
or emergency makes it impractical or inadvisable to proceed with
solicitations of purchases of, or sales of, Securities.
-14-
<PAGE>
(d) At the Closing Date, and, if specified in a Terms Agreement, if
any, at the time of delivery of the Securities described in such Terms
Agreement, the Agents or the Agent purchasing such Securities (the
"Purchasing Agent"), as the case may be, shall have received an opinion,
dated the Closing Date, or such date of delivery, as the case may be, of
Mahoney Adams & Criser, P.A., counsel for the Issuer, to the effect that:
(i) the Issuer has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Florida,
with corporate power and authority to own its properties and conduct
its business as described in the Prospectus; and the Issuer is duly
qualified to do business as a foreign corporation in good standing in
all other jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business requires such
qualification;
(ii) each of the Issuer's significant subsidiaries (as defined
in Regulation S-X of the Rules and Regulations, hereinafter
"significant subsidiaries") has been duly incorporated and is validly
existing as a corporation under the laws of its jurisdiction of
incorporation with power and authority (corporate and other) to own
its properties and conduct its business as described in the Prospectus
and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of
each jurisdiction in which it owns or leases properties, or conducts
any business, so as to require such qualification, other than where
the failure to be so qualified and in good standing would not have a
material adverse effect on the Issuer and its subsidiaries taken as a
whole; and all of the issued shares of capital stock of each
significant subsidiary have been duly and validly authorized and
issued, are fully paid and non-assessable, and (except in the case of
foreign subsidiaries, for directors' qualifying shares) are owned
directly or indirectly by the Issuer, free and clear of all liens,
encumbrances, equities or claims;
(iii) other than as set forth or contemplated in the
Prospectus, to the best knowledge of such counsel, there are no legal
or governmental proceedings pending or threatened required to be
described in the Prospectus which are not described as required nor
are there any contracts or documents of a character required to be
described in the Registration Statement or the Prospectus or
-15-
<PAGE>
to be filed as exhibits to the Registration Statement which are not
described and filed as required; it being understood that such counsel
need express no opinion as to the financial statements or other
financial data contained in the Registration Statement or the
Prospectus;
(iv) this Agreement and any applicable Terms Agreement have been
duly authorized, executed and delivered by the Issuer, and, assuming
due authorization, execution and delivery by the Agents or Agent, as
the case may be, are valid and binding agreements except as rights to
indemnity and contribution hereunder and thereunder may be limited by
applicable law and except as enforceability may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or
affecting creditors' rights and by general equity principles;
(v) the Securities have been duly authorized and, when executed
and authenticated in accordance with the terms of the Indenture and
delivered to and paid for by any purchaser of Securities sold through
an Agent as agent or any Agent as principal pursuant to any Terms
Agreement or other agreement, will constitute valid and binding
obligations of the Issuer entitled to the benefits provided by the
Indenture except as enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other
laws of general applicability relating to or affecting creditors'
rights and by general equity principles, it being understood that such
counsel may (a) assume that at the time of the issuance, sale and
delivery of each Security the authorization of such series will not
have been modified or rescinded and there will not have occurred any
change in law affecting the validity, legally binding character or
enforceability of such Security, (b) assume that neither the issuance,
sale and delivery of any Security, nor any of the terms of such
Security, nor compliance by the Issuer with such terms, will violate
any applicable law, any agreement or instrument then binding upon the
Issuer or any restriction imposed by any court or governmental body
having jurisdiction over the Issuer, and (c) state that as of the date
of such opinion a judgment for money in an action based on Securities
denominated in foreign currencies or currency units in a Federal or
State court in the United States ordinarily would be enforced in the
United States only in United States dollars, and that the date
-16-
<PAGE>
used to determine the rate of conversion of the foreign currency or
currency unit in which a particular Security is denominated into
United States dollars will depend upon various factors, including
which court renders the judgment;
(vi) the Indenture has been duly authorized, executed and
delivered by the Issuer and, assuming due authorization, execution and
delivery by the Trustee, constitutes a valid and binding instrument of
the Issuer except as enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other
laws of general applicability relating to or affecting creditors'
rights and by general equity principles; and the Indenture has been
duly qualified under the Trust Indenture Act;
(vii) neither the Issuer nor any of its significant subsidiaries
is, or with the giving of notice or lapse of time or both would be, in
violation of or in default under, its Articles of Incorporation or
Articles of Association, as the case may be, or By-Laws or any
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument known to such counsel to which the Issuer or any of such
subsidiaries is a party or by which it or any of them or any of their
respective properties is bound, except for violations and defaults
which individually and in the aggregate are not material to the Issuer
and its subsidiaries taken as a whole or to the holders of the
Securities; the issue and sale of the Securities and the performance
by the Issuer of its obligations under the Securities, the Indenture,
this Agreement and any applicable Terms Agreement or other agreement
pursuant to which an Agent purchases Securities as principal and the
consummation of the transactions herein and therein contemplated will
not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or
instrument known to such counsel to which the Issuer or any of its
significant subsidiaries is a party or by which the Issuer or any of
its significant subsidiaries is bound or to which any of the property
or assets of the Issuer or any of its significant subsidiaries is
subject, nor will any such action result in any violation of the
provisions of the Articles of Incorporation or the By-Laws of the
Issuer or any applicable law or statute or any order, rule or
regulation of any court or governmental agency or
-17-
<PAGE>
body having jurisdiction over the Issuer, its significant subsidiaries
or any of their respective properties;
(viii) no consent, approval, authorization, order,
registration or qualification of or with any court or governmental
agency or body is required for the issue and sale of the Securities or
the consummation of the other transactions contemplated by this
Agreement, any applicable Terms Agreement or other agreement pursuant
to which an Agent purchases Securities as principal, or the Indenture,
except such consents, approvals, authorizations, registrations or
qualifications as have been obtained under the Act and the Trust
Indenture Act and as may be required under state securities or Blue
Sky laws in connection with the offers and sales of the Securities
from the Issuer and with purchases of Securities;
(ix) the statements made in the Prospectus under the captions
"Description of Debt Securities" and "Description of Notes", insofar
as they purport to constitute a summary of the terms of documents
referred to therein, constitute accurate summaries of the terms of
such documents in all material respects (subject to the insertion in
the Securities of the maturity dates, interest rates and other similar
terms thereof, which are to be described in supplements to the
Prospectus).
(x) the registration statement relating to the Registered
Securities and the Registration Statement, as of their respective
effective dates, and the Prospectus, as of the Closing Date, and any
amendment or supplement thereto, as of its date, complied as to form
in all material respects with the requirements of the Act, the Trust
Indenture Act and the Rules and Regulations; such counsel has no
reason to believe that such registration statement as of its effective
date, the Registration Statement or the Prospectus, as of the Closing
Date, or any such amendment or supplement as of its date, contained
any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading; the descriptions in the
Registration Statement and the Prospectus of statutes, legal and
governmental proceedings and contracts and other documents are
accurate and fairly present the information required to be shown; it
being understood that such counsel need express no opinion as to the
financial
-18-
<PAGE>
statements or other financial data contained in the Registration
Statement or the Prospectus;
In rendering such opinions, such counsel may rely (A) as to matters
involving the application of the laws other than the laws of the United
States and the State of Florida, to the extent such counsel deems proper
and to the extent specified in such opinion, if at all, upon an opinion or
opinions (in form and substance reasonably satisfactory to the Agents'
counsel) of other counsel reasonably acceptable to the Agents' counsel,
familiar with the applicable laws; and (B) as to matters of fact, to the
extent such counsel deems proper, on certificates of responsible officers
of the Issuer and certificates or other written statements of officials of
jurisdictions having custody of documents respecting the corporate
existence or good standing of the Issuer. The opinion of such counsel for
the Issuer shall state that the opinion of any such other counsel is in
form satisfactory to such counsel and, in such counsel's opinion, the
Agents and they are justified in relying thereon. With respect to the
matters to be covered in subparagraphs (d)(ix) and (d)(x) above, counsel
may state their opinion and belief is based upon their participation in the
preparation of the Registration Statement and the Prospectus and any
amendment or supplement thereto and review and discussion of the contents
thereof (including the documents incorporated by reference therein) but is
without independent check or verification except as specified.
(e) At the Closing Date, and, if specified in a Terms Agreement, if
any, at the time of delivery of the Securities described in such Terms
Agreement, the Agents or the Purchasing Agent, as the case may be, shall
have received a certificate, dated the Closing Date, or such date of
delivery, as the case may be, of the President or any Vice President and
the Treasurer, a principal financial or accounting officer of the Issuer in
which such officers, to the best of their knowledge after reasonable
investigation, shall state that (i) the representations and warranties of
the Issuer in this Agreement are true and correct, (ii) the Issuer has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date, (iii) no
stop order suspending the effectiveness of the Registration Statement or of
any part thereof has been issued and no proceedings for that purpose have
been instituted or, to the best knowledge of the Issuer, are contemplated
by the Commission, and (iv) subsequent to the date of the most recent
financial statements included or incorporated by reference in the
Prospectus, there has been no material adverse change in the financial
-19-
<PAGE>
position or results of operations of the Issuer and its subsidiaries,
except as set forth in or contemplated by the Prospectus or as described in
such certificate. In the case of each such certificate delivered pursuant
to a Terms Agreement, the statements contained in such certificate relating
to the Registration Statement or the Prospectus shall relate to the
Registration Statement or the Prospectus, as the case may be, as amended or
supplemented as of the date of the Issuer's acceptance of the offer to
purchase such Securities and as of the time of delivery of such Securities.
(f) At the Closing Date, and, if specified in a Terms Agreement, if
any, at the time of delivery of the Securities described in such Terms
Agreement, the Agents or the Purchasing Agent, as the case may be, shall
have received a letter, dated the Closing Date, or such date of delivery,
as the case may be, of Arthur Andersen LLP, confirming that they are
independent public accountants within the meaning of the Act and the
applicable published Rules and Regulations thereunder and stating in effect
that:
(i) In their opinion, the financial statements and schedules
examined by them and included in the prospectus contained in the
Registration Statement comply in form in all material respects with
the applicable accounting requirements of the Act and the related
published Rules and Regulations;
(ii) They have made a review of any unaudited financial
statements included in the Prospectus in accordance with the standards
established by the American Institute of Certified Public Accountants,
as indicated in their report or reports attached to such letter;
(iii) On the basis of the review referred to in (ii) above
and a reading of the latest available interim financial statements of
the Issuer, the reading of the minutes of the meetings of the
stockholders, directors and committees of the Board of Directors of
the Issuer, inquiries of officials of the Issuer who have
responsibility for financial and accounting matters and other
specified procedures, nothing came to their attention that caused them
to believe that:
(A) the unaudited financial statements, if any, included in
the Prospectus do not comply in form in all material respects
with the applicable accounting requirements of the Act and the
related published Rules and
-20-
<PAGE>
Regulations or are not in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited financial statements included in the
Prospectus;
(B) the unaudited capsule information, if any, included in
the Prospectus does not agree with the corresponding amounts set
forth in the unaudited consolidated financial statements from
which it was derived or was not determined on a basis
substantially consistent with that of the audited financial
statements included in the Prospectus;
(C) at the date of the latest available balance sheet read
by such accountants, or at a subsequent specified date not more
than five days prior to the Closing Date, or such date of
delivery, as the case may be, there was any change in the capital
stock or any increase in short-term indebtedness or long-term
debt of the Issuer and consolidated subsidiaries or, at the date
of the latest available balance sheet read by such accountants,
there was any decrease in consolidated shareholder's equity, as
compared with amounts shown on the latest balance sheet included
in the Prospectus; or
(D) for the period from the date of the latest income
statement included in the Prospectus to the closing date of the
latest available income statement read by such accountants there
were any decreases, as compared with the corresponding period of
the previous year, in consolidated net interest income, in the
consolidated income before income taxes, in the total or per
share amounts of net income;
except in all cases set forth in clauses (C) and (D) above for changes,
increases or decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter.
All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included in
the Prospectus for purposes of this subsection.
In the case of each such letter delivered pursuant to a Terms
Agreement, the statements contained in such letter relating to the
Registration Statement or the Prospectus shall relate to the Registration
Statement or
-21-
<PAGE>
the Prospectus, as the case may be, as amended or supplemented as of the
date of the Issuer's acceptance of the offer to purchase such Securities
and as of the time of delivery of such Securities.
(g) At the Closing Date and, if specified in a Terms Agreement, if
any, at the time of delivery of the Securities described in such Terms
Agreement, the Agents or the Purchasing Agent, as the case may be, shall
have received from Simpson Thacher & Bartlett, counsel for the Agents, such
opinion or opinions, dated the Closing Date, or such date of delivery, as
the case may be, with respect to the incorporation of the Issuer, the
validity of the Securities, the Registration Statement, the Prospectus and
other related matters as they may require, and the Issuer shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters. In rendering such opinion,
Simpson Thacher & Bartlett may rely as to the incorporation of the Issuer
and all other matters governed by Florida law upon the opinion of Mahoney
Adams & Criser, P.A. referred to above.
The Issuer will furnish the Agents with such conformed copies of such
opinions, certificates, letters and documents as they reasonably request.
6. ADDITIONAL COVENANTS OF THE ISSUER. The Issuer agrees that:
(a) Each acceptance by the Issuer of an offer for the purchase of
Securities shall be deemed to be an affirmation that its representations
and warranties contained in this Agreement are true and correct at the time
of such acceptance and an undertaking that such representations and
warranties will be true and correct at the time of delivery to the
purchaser of the Securities relating to such acceptance as though made at
and as of each such time, it being understood that such representations and
warranties shall relate to the Registration Statement and the Prospectus as
amended or supplemented at each such time. Each such acceptance by the
Issuer of an offer for the purchase of Securities shall be deemed to
constitute an additional representation, warranty and agreement by the
Issuer that, as of the settlement date for the sale of such Securities,
after giving effect to the issuance of such Securities, of any other
Securities to be issued on or prior to such settlement date and of any
other Registered Securities to be issued and sold by the Issuer on or prior
to such settlement date, the aggregate amount of Registered Securities
(including any Securities) which have been issued and sold by the Issuer
will not exceed the amount of Registered
-22-
<PAGE>
Securities registered pursuant to the Registration Statement.
(b) Each time that the Registration Statement or the Prospectus shall
be amended or supplemented (other than by a Pricing Supplement), the Issuer
shall, (A) concurrently with such amendment or supplement, if such
amendment or supplement shall occur at a Marketing Period, or (B)
immediately at the next Marketing Period if such amendment or supplement
shall not occur at a Marketing Period, furnish the Agents with a
certificate, dated the date of delivery thereof, of the President or any
Vice President and a principal financial or accounting officer of the
Issuer, in form satisfactory to the Agents, to the effect that the
statements contained in the certificate covering the matters set forth in
Section 5(e) hereof which was last furnished to the Agents are true and
correct at the time of such amendment or supplement, as though made at and
as of such time or, in lieu of such certificate, a certificate of the same
tenor as the certificate referred to in Section 5(e); PROVIDED, HOWEVER,
that any certificate furnished under this Section 6(b) shall relate to the
Registration Statement and the Prospectus as amended or supplemented at the
time of delivery of such certificate and, in the case of the matters set
forth in clause (ii) of Section 5(e) hereof, to the time of delivery of
such certificate.
(c) At each Representation Date referred to in Section 6(b) on which
the Registration Statement or the Prospectus shall be amended or
supplemented, the Issuer shall, (A) concurrently if such Representation
Date shall occur at a Marketing Period, or (B) immediately at the next
Marketing Period if such Representation Date shall not occur at a Marketing
Period, furnish the Agents with a written opinion or opinions, dated the
date of such Representation Date, of counsel for the Issuer, in form
satisfactory to the Agents, to the effect set forth in Section 5(d) hereof;
PROVIDED, HOWEVER, that to the extent appropriate such opinion or opinions
may reconfirm matters set forth in a prior opinion delivered under Section
5(d) or this Section 6(c); PROVIDED FURTHER, HOWEVER, that any opinion or
opinions furnished under this Section 6(c) shall relate to the Registration
Statement and the Prospectus as amended or supplemented at such
Representation Date and shall state that the Securities sold in the
relevant Applicable Period have been duly executed, authenticated, issued
and delivered and constitute valid and legally binding obligations of the
Issuer enforceable in accordance with their terms and conform to the
description thereof contained in the Prospectus as amended or supplemented
at the relevant settlement
-23-
<PAGE>
date or dates for the sale of such Securities. For the purpose of this
Section 6(c), "Applicable Period" shall mean with respect to any opinion
delivered on a Representation Date the period commencing on the date of the
most recent prior opinion delivered under Section 5(d) or this Section 6(c)
and ending on such Representation Date.
(d) At each Representation Date referred to in Section 6(b) on which
the Registration Statement or the Prospectus shall be amended or
supplemented to include additional financial information, the Issuer shall
cause Arthur Andersen LLP, (A) concurrently if such Representation Date
shall occur at a Marketing Period, or (B) immediately at the next Marketing
Period if such Representation Date shall not occur at a Marketing Period,
to furnish the Agents with a letter, addressed jointly to the Issuer and
the Agents and dated the date of such Representation Date, in form and
substance satisfactory to the Agents, to the effect set forth in Section
5(f) hereof; PROVIDED, HOWEVER, that to the extent appropriate such letter
may reconfirm matters set forth in a prior letter delivered pursuant to
Section 5(f) or this Section 6(d); PROVIDED FURTHER, HOWEVER, that any
letter furnished under this Section 6(d) shall relate to the Registration
Statement and the Prospectus as amended or supplemented at such
Representation Date, with such changes as may be necessary to reflect
changes in the financial statements and other information derived from the
accounting records of the Issuer.
(e) On each settlement date for the sale of Securities, the Issuer
shall, if requested by an Agent, furnish such Agent with a written opinion
of counsel of the Issuer, dated the date of delivery thereof, in form
satisfactory to such Agent, to the effect set forth in clauses (i), (v) and
(vi) of Section 5(d) hereof; PROVIDED, HOWEVER, that any opinion furnished
under this Section 6(e) shall relate to the Prospectus as amended or
supplemented at such settlement date and shall state that the Securities
being sold by the Issuer on such settlement date, when delivered against
payment therefor as contemplated by this Agreement, will have been duly
executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Issuer enforceable in accordance with
their terms, subject only to the exceptions as to enforcement set forth in
clause (vi) of Section 5(d) hereof, and will conform to the description
thereof contained in the Prospectus as amended or supplemented at such
settlement date.
(f) The Issuer agrees that any obligation of a person who has agreed
to purchase Securities to make
-24-
<PAGE>
payment for and take delivery of such Securities shall be subject to (i)
the accuracy, on the related settlement date fixed pursuant to the
Procedures, of the Issuer's representation and warranty deemed to be made
to the Agents pursuant to the last sentence of subsection (a) of this
Section 6, and (ii) the satisfaction, on such settlement date, of each of
the conditions set forth in Sections 5(a), (b) and (c), it being understood
that under no circumstance shall any Agent have any duty or obligation to
exercise the judgment permitted under Section 5(b) or (c) on behalf of any
such person.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Issuer will indemnify
and hold harmless each Agent against any losses, claims, damages or liabilities,
joint or several, to which such Agent may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Agent for any legal or other expenses
reasonably incurred by such Agent in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are incurred;
PROVIDED, HOWEVER, that the Issuer will not be liable to such Agent in any such
case to the extent that any such loss, claim, damage or liability (or action in
respect thereof) arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any of such documents
in reliance upon and in conformity with written information furnished to the
Issuer by such Agent specifically for use therein.
(b) Each Agent will indemnify and hold harmless the Issuer against
any losses, claims, damages or liabilities to which the Issuer may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus or any amendment or supplement
thereto, or any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was
-25-
<PAGE>
made in reliance upon and in conformity with written information furnished to
the Issuer by such Agent specifically for use therein, and will reimburse any
legal or other expenses reasonably incurred by the Issuer in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred.
(c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and expenses of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
contrary, (ii) the indemnifying party has failed within a reasonable time to
retain counsel reasonably satisfactory to the indemnified party or (iii) the
named parties in any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all indemnified parties, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for the Agents and control persons of the Agents shall be
designated in writing by CS First Boston Corporation or, if CS First Boston
Corporation is not an indemnified party, by the Agents that are indemnified
parties and any such separate firm for the Issuer, its directors, its officers
who sign the Registration Statement and control persons of the Issuer shall be
designated in writing by the Issuer. The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify any indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as
-26-
<PAGE>
contemplated by the third sentence of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement.
(d) If the indemnification provided for in this Section 7 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuer on the one hand and any Agent on the other from the offering pursuant
to this Agreement of the Securities which are the subject of the action or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Issuer on the one hand and any Agent on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Issuer on the one hand and any Agent on the
other shall be deemed to be in the same proportions as the total net proceeds
from the offering pursuant to this Agreement of the Securities which are the
subject of the action (before deducting expenses) received by the Issuer bear to
the total commissions (before deducting expenses) received by such Agent from
the offering of such Securities pursuant to this Agreement. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Issuer or such
Agent and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), no Agent shall be required to contribute any
amount in excess of the amount by which the total price at which the Securities
which are the subject of the action and which were distributed to the public
through it pursuant to this Agreement or upon resale of Securities purchased by
it from
-27-
<PAGE>
the Issuer exceeds the amount of any damages which such Agent has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
obligations of each Agent in this subsection (d) to contribute are several, in
the same proportion which the amount of the Securities which are the subject of
the action and which were distributed to the public through such Agent pursuant
to this Agreement bears to the total amount of such Securities distributed to
the public through each of the Agents pursuant to this Agreement, and not joint.
(e) The obligations of the Issuer under this Section 7 shall be in
addition to any liability which the Issuer may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls each
Agent within the meaning of the Act; and the obligations of each Agent under
this Section 7 shall be in addition to any liability which such Agent may
otherwise have and shall extend, upon the same terms and conditions, to each
director of the Issuer, to each officer of the Issuer who has signed the
Registration Statement and to each person, if any, who controls the Issuer
within the meaning of the Act.
(f) The Issuer will not, without the prior written consent of each
Agent, settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought hereunder (whether or not such Agent or any person
who controls such Agent within the meaning of Section 15 of the Act is a party
to such claim, action, suit or proceeding), unless such settlement, compromise
or consent includes an unconditional release of such Agent and each such
controlling person from all liability arising out of such claim, action, suit or
proceeding.
8. STATUS OF EACH AGENT. In soliciting offers to purchase the
Securities from the Issuer pursuant to this Agreement and in assuming its other
obligations hereunder (other than any obligation to purchase Securities pursuant
to Section 3 hereof), each Agent is acting individually and not jointly and is
acting solely as agent for the Issuer and not as principal. Each Agent will
make reasonable efforts to assist the Issuer in obtaining performance by each
purchaser whose offer to purchase Securities from the Issuer has been solicited
by such Agent and accepted by the Issuer, but such Agent shall have no liability
to the Issuer in the event any such purchase is not consummated for any reason.
he Issuer shall default on its obligations to deliver Securities to a purchaser
whose offer it has accepted, the Issuer (i)
-28-
<PAGE>
shall hold the Agents harmless against any loss, claim or damage arising from or
as a result of such default by the Issuer, and (ii) in particular, shall pay to
the Agents any commission to which they would be entitled in connection with
such sale.
9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the Issuer or its officers and of the Agents set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Agent, the Issuer or any of their respective representatives, officers or
directors or any controlling person and will survive delivery of and payment for
the Securities. If this Agreement is terminated pursuant to Section 10 hereof
or for any other reason or if for any reason the sale of Securities described in
a confirmation or Terms Agreement referred to in Section 3 hereof by the Issuer
to the Agent is not consummated, the Issuer shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 4(h) and the
obligations of the Issuer under Sections 4(d) and 4(g) and the respective
obligations of the Issuer and the Agents pursuant to Section 7 shall remain in
effect. In addition, if any such termination shall occur either (i) at a time
when any Agent shall own any of the Securities with the intention of reselling
them, or (ii) after the Issuer has accepted an offer to purchase Securities and
prior to the related settlement, the obligations of the Issuer under the second
sentence of Section 4(b), under Sections 4(a), 4(c), 4(e), 4(f) and 4(i) and, in
the case of a termination occurring as described in (ii) above, under Sections
3(c), 6(a), 6(e) and 6(f) and under the last sentence of Section 8, shall also
remain in effect.
10. TERMINATION. This Agreement may be terminated for any reason at
any time by the Issuer as to any Agent or by any such Agent insofar as this
Agreement relates to such Agent upon the giving of one day's written notice of
such termination to the other parties hereto. Any settlement with respect to
Securities placed by an Agent on an agency basis occurring after termination of
this Agreement shall be made in accordance with the Procedures and each Agent
agrees, if requested by the Issuer, to take the steps therein provided to be
taken by such Agent in connection with such settlement.
11. SALES OF SECURITIES DENOMINATED IN A FOREIGN CURRENCY AND INDEXED
SECURITIES. If at any time the Issuer and any of the Agents shall determine to
issue and sell Securities denominated in a currency or currency unit other than
U.S. Dollars, which other currency may include a composite currency, or with
respect to which an index is used to determine the amounts of payments of
principal and any
-29-
<PAGE>
premium and interest, the Issuer and any such Agent shall execute and deliver a
supplemental agreement to this Agreement (an "Amendment") in the form attached
hereto as Exhibit D. An Amendment shall establish, as appropriate, additions to
and modifications of the terms of this Agreement (including the Procedures),
which additions and modifications shall apply to the sales, whether offered on
an agency or principal basis, of such Securities covered thereby.
12. NOTICES. Except as otherwise provided herein, all notices and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard form of
telecommunication to the following addresses or facsimile transmission numbers.
Agents:
CS First Boston Corporation
Park Avenue Plaza
New York, New York 10055
Attention: Short and Medium Term Finance Department
Fax No. (212) 318-1498
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Credit Department
Credit Control - Medium Term notes
Fax No. (212) 902-3000
Lehman Brothers
Lehman Brothers Inc. (including Lehman Government
Securities Inc.)
3 World Financial Center, 12th Floor
New York, New York 10285-1200
Attention: Medium Term Note Department
Fax No. (212) 528-7035
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Attention: Manager, Continuously Offered
Products
with a copy to:
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas, 28th Floor
New York, New York 10020
Attention: Peter Cooper
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Attention: Medium-Term Note Department
-30-
<PAGE>
Issuer:
Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202
Attention: Chief Financial Officer
Fax No. (904) 791-7493
In the case of any party hereto, notice shall be deemed to have been
duly given if so mailed or transmitted to such other address, facsimile
transmission number or person as such party shall specify to each other party by
a notice given in accordance with the provisions of this Section 12. Any such
notice shall take effect at the time of receipt.
13. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto, their respective successors, the officers and
directors and controlling persons referred to in Section 7 and, to the extent
provided in Section 6(f), any person who has agreed to purchase Securities from
the Issuer, and no other person will have any right or obligation hereunder.
14. GOVERNING LAW; COUNTERPARTS. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York. This
Agreement may be executed in counterparts and the executed counterparts shall
together constitute a single instrument.
-31-
<PAGE>
If the foregoing correctly sets forth our agreement, please indicate
your acceptance hereof in the space provided for that purpose below.
Very truly yours,
BARNETT BANKS, INC.
By_________________________________
Name:
Title:
CONFIRMED AND ACCEPTED, as of the
date first above written:
CS FIRST BOSTON CORPORATION LEHMAN BROTHERS INC.
By________________________________ By____________________________
Name: Name:
Title: Title:
MORGAN STANLEY & CO. INCORPORATED GOLDMAN, SACHS & CO.
By_______________________________ ______________________________
Name: (Goldman, Sachs & Co.)
Title:
SALOMON BROTHERS INC
By_______________________________
Name:
Title:
-32-
<PAGE>
Exhibit A
BARNETT BANKS, INC.
MEDIUM TERM NOTES, SERIES E
TERMS AGREEMENT
___________, 199_
Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202
Attention: ____________________
Re: Distribution Agreement dated
as of March 21, 1996 (the
"DISTRIBUTION AGREEMENT")
The undersigned agrees to purchase your Medium-Term Notes, Series E
having the following terms:
Specified Currency:_______________________________
Principal Amount:_________________________________
Original Issue Date:______________________________
Settlement Date, Time and Place:__________________
Maturity Date:____________________________________
Purchase Price: _____% of Principal Amount, plus
accrued interest, if any, from Settlement Date
Price to Public:_______% of Principal Amount, plus
accrued interest, if any, from Settlement Date
Redemption Date (Dates): , commencing
Initial Redemption Price:
Annual Redemption Price decrease:
Repayment Date (Dates):
Repayment Price:
<PAGE>
Initial accrual period OID:
Original Yield to Maturity
[(For Fixed Rate Notes)
Interest Rate:_______________________
Applicability of modified payment
upon acceleration:
If yes, state issue price:
Amortization schedule: ]
(1)[(For Floating Rate Notes)
Initial Interest Rate:____________________
Interest Rate Basis (CD, Commercial Paper, Federal Funds, LIBOR,
Prime, Treasury, CMT, 11th District Cost of
Funds, J.J. Kenny):___________________
1/ Index Maturity (30, 60, 90 days, 6 months, 1 year,
other):______________________
Interest Reset Period (monthly, quarterly,
semiannually, annually): _________________
Interest Payment Period (monthly, quarterly,
semiannually, annually):_________________
Spread: ____________________ points (+/-)
Spread Multiplier: ___________%
Maximum Interest Rate:________%
Minimum Interest Rate:________%
Initial Interest Reset Date:__________________
Interest Reset Dates:__________________
Interest Determination Dates:__________
Interest Payment Dates:________________
Calculation Agent: ]
- --------------------
1/ See Prospectus Supplement dated March 21, 1996 for explanation of terms.
A-2
<PAGE>
Other terms of Securities:
Provisions relating to underwriter
default, if any:
The provisions of Sections 2, 3(b) and 3(d) and 4 through 7, 9,
12, 13 and 14 of the Distribution Agreement and the related
definitions are incorporated by reference herein and shall be deemed
to have the same force and effect as if set forth in full herein.
This Agreement is subject to termination in our absolute
discretion on the terms incorporated by reference herein. If this
Agreement is so terminated, the provisions set forth in Section 9 of
the Distribution Agreement shall survive for the purposes of this
Agreement.
[The certificate referred to in Section 5(e) of the Distribution
Agreement, the opinion referred to in Section 5(d) of the Distribution
Agreement and the accountants' letters referred to in Section 5(f) of
the Distribution Agreement will be required.]
[Agent]
By:______________________
(Title)
Accepted:
BARNETT BANKS, INC.
By:_________________________
(Title)
A-3
<PAGE>
Exhibit B
The Issuer agrees to pay the relevant Agent a commission equal to the
following percentage of the principal amount of Securities sold to purchasers
solicited by such Agent:
Commission
(percentage of
aggregate principal
amount of Securities
RANGE OF MATURITIES sold)
From 9 months to less than 1 year. . . . . . . . . . . .125%
From 1 year to less than 18 months . . . . . . . . . . .150%
From 18 months to less than 2 years. . . . . . . . . . .200%
From 2 years to less than 3 years. . . . . . . . . . . .250%
From 3 years to less than 4 years. . . . . . . . . . . .350%
From 4 years to less than 5 years. . . . . . . . . . . .450%
From 5 years to less than 6 years. . . . . . . . . . . .500%
From 6 years to less than 7 years. . . . . . . . . . . .550%
From 7 years to less than 10 years . . . . . . . . . . .600%
From 10 years to less than 15 years. . . . . . . . . . .625%
From 15 years to less than 20 years. . . . . . . . . . .700%
From 20 years to 30 years. . . . . . . . . . . . . . . .750%
Greater than 30 years. . . . . . . . . . . . . . . . . To be negotiated at
the time of
issuance
<PAGE>
Exhibit C
BARNETT BANKS, INC.
MEDIUM-TERM NOTES, SERIES E
ADMINISTRATIVE PROCEDURES
_______________________________
The Medium-Term Notes, Series E (the "Notes"), are to be offered on a
continuous basis by Barnett Banks, Inc. (the "Company"). Each of CS First
Boston Corporation, Goldman, Sachs & Co., Lehman Brothers Inc. (including Lehman
Government Securities Inc.), Morgan Stanley & Co. Incorporated and Salomon
Brothers Inc (each an "Agent") has agreed to solicit offers to purchase the
Notes in registered form. The Notes are being sold pursuant to a Distribution
Agreement dated as of March 21, 1996 (the "Agreement") between the Company and
the Agents. In the Agreement, each Agent has agreed to use reasonable efforts
to solicit purchases of the Notes. Each Agent, as principal, may purchase Notes
for its own account and, if such Agent so elects, the Company and such Agent
will enter into a Terms Agreement, as contemplated by the Agreement.
Notes which are subordinated in priority of payment will be issued
pursuant to an Indenture, dated as of March 16, 1995 (the "Subordinated
Indenture"), between the Issuer and Chemical Bank, as Trustee (the "Subordinated
Trustee"). Notes which are senior in priority of payment will be issued
pursuant to an Indenture, dated as of March 16, 1995 (the "Senior Indenture")
between the Issuer and The First National Bank of Chicago, as Trustee (the
"Senior Trustee"). The Subordinated Indenture and the Senior Indenture are
hereinafter collectively referred to as the "Indenture". The Subordinated
Trustee and the Senior Trustee are hereinafter collectively referred to as the
"Trustee". The Trustees will be the Registrar, Calculation Agent,
Authenticating Agent and Paying Agent for the Notes, and will perform the duties
specified herein. Notes will bear interest at a fixed rate (the "Fixed Rate
Notes"), which may be zero in the case of certain original issue discount notes
(the "OID Notes"), or at floating rates (the "Floating Rate Notes"). Fixed Rate
Notes may pay a level amount in respect of both interest and principal amortized
over the life of the Notes ("Amortizing Notes"). Each Note will be represented
by either a Global Security (as defined below) delivered to the Trustee, as
agent for The Depository Trust Company ("DTC"), and recorded in the book-entry
system maintained by DTC (a "Book-Entry Note") or a certificate delivered to the
holder thereof or a person designated by such holder (a "Certificated Note").
Except in limited circumstances, an owner of a Book-Entry Note will not be
entitled to receive a Certificated Note.
<PAGE>
Book-Entry Notes, which may be payable solely in U.S. dollars, will be
issued in accordance with the administrative procedures set forth in Part I
hereof as they may subsequently be amended as the result of changes in DTC's
operating procedures, and Certificated Notes will be issued in accordance with
the administrative procedures set forth in Part II hereof. Unless otherwise
defined herein, terms defined in the Indenture or the Notes shall be used herein
as therein defined.
PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, each of the Senior
Trustee and the Subordinated Trustee will perform the custodial, document
control and administrative functions described below, in accordance with its
respective obligations under Letters of Representation from the Company and the
Senior Trustee to DTC and the Company and the Subordinated Trustee to DTC, each
dated as of the date hereof (the "Letters of Representation"), and Medium-Term
Note Certificate Agreements between the Senior Trustee and DTC and the
Subordinated Trustee and DTC, dated as of May 26, 1989 and December 2, 1988,
respectively, and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement System ("SDFS").
Issuance: On any date of settlement (as defined under "Settlement"
below) for one or more Book-Entry Notes, the Company will
issue a single global security in fully registered form
without coupons (a "Global Security") representing up to U.S
$200,000,000 principal amount of all such Notes that have
the same Maturity Date, redemption or repayment provisions,
Interest Payment Dates, Original Issue Date, original issue
discount provisions (if any), and, in the case of Fixed Rate
Notes, Interest Rate, modified payment upon acceleration (if
any), amortization schedule (if any) or, in the case of
Floating Rate Notes, Initial Interest Rate, Interest Payment
Dates, Interest Payment Period, Calculation Agent, Base
Rate, Index Maturity, Interest Reset Period, Interest Reset
Dates, Spread or Spread Multiplier (if any), Minimum
Interest Rate (if any) and Maximum Interest Rate (if any)
and, in each case, any other relevant terms (collectively
"Terms"). Each Global Security will be dated and issued as
of the date of its authentication by the Trustee. Each
Global Security will bear an "Interest Accrual Date," which
will be (i) with respect to an original Global Security (or
any portion thereof), its original issuance date and (ii)
with respect to any Global Security (or any portion thereof)
issued subsequently
C-2
<PAGE>
upon exchange of a Global Security, or in lieu of a
destroyed, lost or stolen Global Security, the most recent
Interest Payment Date to which interest has been paid or
duly provided for on the predecessor Global Security or
Securities (or if no such payment or provision has been
made, the original issuance date of the predecessor Global
Security), regardless of the date of authentication of such
subsequently issued Global Security. Book-Entry Notes may
only be denominated and payable in U.S. dollars. No Global
Security will represent (i) both Fixed Rate and Floating
Rate Book-Entry Notes or (ii) any Certificated Note.
Identification To the extent required, the Company has arranged
with the CUSIP Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau") for the reservation
of a series of approximately 900 CUSIP numbers (including
tranche numbers) for assignment to the Global Securities
representing the Book-Entry Notes. The Company has obtained
from the CUSIP Service Bureau a written list of such series
of reserved CUSIP numbers and has delivered to the Trustee
and DTC the written list of 900 CUSIP numbers of such
series. The Trustee will assign CUSIP numbers to Global
Securities as described below under Settlement Procedure
"B". DTC will notify the CUSIP Service Bureau periodically
of the CUSIP numbers that the Trustee has assigned to Global
Securities. At any time when fewer than 100 of the reserved
CUSIP numbers remain unassigned to Global Securities, the
Trustee shall so advise the Company and, if it deems
necessary, the Company will reserve additional CUSIP numbers
for assignment to Global Securities representing Book-Entry
Notes. Upon obtaining such additional CUSIP numbers, the
Company shall deliver a list of such additional CUSIP number
to the Trustee and DTC.
Registration: Each Global Security will be registered in the name of Cede
& Co., as nominee for DTC, on the security register
maintained under the Indenture. The beneficial owner of a
Book-Entry Note (or one or more indirect participants in DTC
designated by such owner) will designate one or more
participants in DTC with respect to such Note (the
"Participants") to act as agent or agents for such owner in
connection with the book-entry system maintained by DTC and
DTC will record in
C-3
<PAGE>
book-entry form, in accordance with instructions provided by
such Participants, a credit balance with respect to such
beneficial owner in such Note in the account of such
Participants. The ownership interest of such beneficial
owner in such Note will be recorded through the records of
such Participants or through the separate records of such
Participants and one or more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be accompanied by book
entries made by DTC and, in turn, by Participants (and in
certain cases, one or more indirect participants in DTC)
acting on behalf of beneficial transferors and transferees
of such Note.
Exchanges: The Trustee may deliver to DTC and the CUSIP Service Bureau
at any time a written notice of consolidation specifying (i)
the CUSIP numbers of two or more Outstanding Global
Securities that represent Book-Entry Notes having the same
Terms and for which interest has been paid to the same date,
(ii) a date, occurring at least thirty days after such
written notice is delivered and at least thirty days before
the next Interest Payment Date for such Book-Entry Notes, on
which such Global Securities shall be exchanged for a single
replacement Global Security and (iii) a new CUSIP number to
be assigned to such replacement Global Security. Upon
receipt of such a notice, DTC will send to its Participants
(including the Trustee) a written reorganization notice to
the effect that such exchange will occur on such date.
Prior to the specified exchange date, the Trustee will
deliver to the CUSIP Service Bureau a written notice setting
forth such exchange date and the new CUSIP number and
stating that, as of such exchange date, the CUSIP numbers of
the Global Securities to be exchanged will no longer be
valid. On the specified exchange date, the Trustee will
exchange such Global Securities for a single Global Security
bearing the new CUSIP number and a new Interest Accrual
Date, and the CUSIP numbers of the exchanged Global
Securities will, in accordance with CUSIP Service Bureau
procedures, be cancelled and not immediately reassigned.
Notwithstanding the foregoing, if the Global Securities to
be exchanged exceed $200,000,000 in aggregate principal
amount, one Global Security will be authenticated and
C-4
<PAGE>
issued to represent each $200,000,000, principal amount of
the exchanged Global Security and an additional Global
Security will be authenticated and issued to represent any
remaining principal amount of such Global Securities (see
"Denominations" below).
Maturities: Each Book-Entry Note will mature on a date nine months or
more from its date of issue.
Notice of The Trustee will give notice to DTC prior to each
Redemption and Redemption Date or Repayment Date (as specified
Repayment Dates: in the Note), if any, at the time and in the manner set
forth in the Letter of Representations.
Denominations: Book-Entry Notes will be issued in principal amounts of
$1,000 or an integral multiple of $1,000 in excess thereof.
Global Securities will be denominated in principal amounts
not in excess of $200,000,000. If one or more Book-Entry
Notes having an aggregate principal amount in excess of
$200,000,000 would, but for the preceding sentence, be
represented by a single Global Security, then one Global
Security will be issued to represent each $200,000,000
principal amount of such Book-Entry Note or Notes and an
additional Global Security will be issued to represent any
remaining principal amount of such Book-Entry Note or Notes.
In such a case, each of the Global Securities representing
such Book-Entry Note or Notes shall be assigned the same
CUSIP number.
Interest: GENERAL. Interest on each Book-Entry Note will accrue from
the Interest Accrual Date of the Global Security
representing such Note. Unless otherwise specified therein,
each payment of interest on a Book-Entry Note will include
interest accrued to but excluding the Interest Payment Date.
Interest payable at the maturity or upon redemption or
repayment of a Book-Entry Note will be payable to the person
to whom the principal of such Note is payable. Standard &
Poor's Corporation will use the information received in the
pending deposit message described under Settlement Procedure
"C" below in order to include the amount of any interest
payable and certain other information regarding the related
Global Security in the appropriate weekly bond report
published by Standard & Poor's Corporation.
C-5
<PAGE>
RECORD DATES. The Record Date with respect to any Interest
Payment Date shall be the date fifteen calendar days
immediately preceding such Interest Payment Date.
FIXED RATE BOOK-ENTRY NOTES. Unless otherwise specified
pursuant to Settlement Procedure "A" below, interest
payments on Fixed Rate Book-Entry Notes, other than
Amortizing Notes, will be made semiannually on June 1 and
December 1 of each year, and at maturity or upon any earlier
redemption or repayment and principal and interest payments
on Book-Entry Amortizing Notes will be made semiannually on
June 1 and December 1 of each year or quarterly on March 1,
June 1, September 1 and December 1 of each year, and at
maturity (or any redemption or repayment date); PROVIDED,
HOWEVER, that in the case of a Fixed Rate Book-Entry Note
issued between a Record Date and an Interest Payment Date or
on an Interest Payment Date, the first interest payment will
be made on the Interest Payment Date following the next
succeeding Record Date. If any Interest Payment Date for a
Fixed Rate Book-Entry Note is not a Business Day, the
payment due on such day shall be made on the next succeeding
Business Day and no interest shall accrue on such payment
for the period from and after such Interest Payment Date.
FLOATING RATE BOOK-ENTRY NOTES. Interest payments will be
made on Floating Rate Book-Entry Notes monthly, quarterly,
semiannually or annually. Unless otherwise specified
pursuant to Settlement Procedure "A" below, interest will be
payable, in the case of Floating Rate Book-Entry Notes with
a daily, weekly or monthly Interest Reset Date, on the third
Wednesday of each month or on the third Wednesday of March,
June, September and December, as specified pursuant to
Settlement Procedure "A" below; in the case of Floating Rate
Book-Entry Notes with a quarterly Interest Reset Date, on
the third Wednesday of March, June, September and December
of each year; in the case of Floating Rate Book-Entry Notes
with a semiannual Interest Reset Date, on the third
Wednesday of the two months specified pursuant to Settlement
Procedure "A" below; and in the case of Floating Rate
Book-Entry Notes with an annual Interest Reset Date, on the
third Wednesday of the month specified pursuant to
Settlement Procedure "A" below; PROVIDED
C-6
<PAGE>
HOWEVER, that if an Interest Payment Date for Floating Rate
Book-Entry Notes would otherwise be a day that is not a
Business Day with respect to such Floating Rate Book-Entry
Notes, such Interest Payment Date will be the next
succeeding Business Day with respect to such Floating Rate
Book-Entry Notes, except in the case of a LIBOR Note if such
Business Day is in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding
Business Day; and PROVIDED, FURTHER, that in the case of a
Floating Rate Book-Entry Note issued between a Record Date
and the related Interest Payment Date (a "Book-Entry Gap
Note"), the first interest payment will be made on the
Interest Payment Date following the next succeeding Record
Date, and in such case, notwithstanding the fact that an
Interest Reset Date may occur prior to such Interest Payment
Date, the Initial Interest Rate shall remain in effect until
the first Interest Reset Date occurring on or subsequent to
such Interest Payment Date.
NOTICE OF INTEREST PAYMENT AND RECORD DATES. On the first
Business Day of March, June, September and December of each
year, the Trustee will deliver to the Company and DTC a
written list of Record Dates and Interest Payment Dates that
will occur with respect to Book-Entry Notes during the
six-month period beginning on such first Business Day.
Promptly after each date upon which interest is determined
for Floating Rate Notes issued in book-entry form, the
Calculation Agent will notify the Company, the Trustee and
Standard & Poor's Corporation of the interest rates
determined on such dates.
Calculation of FIXED RATE BOOK-ENTRY NOTES. Interest on Fixed Rate
Interest: Book-Entry Notes (including interest for partial periods)
will be calculated on the basis of a year of twelve
thirty-day months.
FLOATING RATE BOOK-ENTRY NOTES. Interest rates on Floating
Rate Book-Entry Notes will be determined as set forth in the
form of such Notes. Interest on Floating Rate Book-Entry
Notes will be calculated on the basis of actual days elapsed
and a year of 360 days, except that, in the case of Treasury
Rate Notes and CMT Rate Notes, interest will be calculated
on
C-7
<PAGE>
the basis of the actual number of days in the year.
Payments of PAYMENTS OF INTEREST ONLY. Promptly after
Principal and each Record Date, the Trustee will
Interest: deliver to the Company and DTC a written notice specifying
by CUSIP number the amount of interest to be paid on each
Global Security other than an Amortizing Note on the
following Interest Payment Date (other than an Interest
Payment Date coinciding with maturity or any earlier
redemption or repayment date) and the total of such amounts.
DTC will confirm the amount payable on each such Global
Security on such Interest Payment Date by reference to the
daily bond reports published by Standard & Poor's
Corporation. In case of Amortizing Notes, the Trustee will
provide separate written notice to the Company and to DTC
prior to each Interest Payment Date at the time and in the
manner set forth in the Letter of Representation. The
Company will pay to the Trustee, as paying agent, the total
amount of interest due on such Interest Payment Date (and,
in the case of an Amortizing Note, principal and interest)
(other than at maturity), and the Trustee will pay such
amount to DTC at the times and in the manner set forth below
under "Manner of Payment."
PAYMENTS AT MATURITY OR UPON REDEMPTION OR REPAYMENT. On or
about the first Business Day of each month, the Trustee will
deliver to the Company and DTC a written list of principal
and interest to be paid on each Global Security other than
an Amortizing Note maturing either at maturity or on a
redemption or repayment date in the following month. The
Company and DTC will confirm the amounts of such principal
and interest payments with respect to each such Global
Security on or about the fifth Business Day preceding the
Maturity Date or redemption or repayment date of such Global
Security. In the case of Amortizing Notes, the Trustee will
provide separate written notice to the Company and to DTC
prior to the Maturity Date and any redemption or repayment
date, as the case may be, at the times and in the manner set
forth in the Letter of Representations. The Company will
pay to the Trustee, as the paying agent, the principal
amount of such Global Security, together with interest due
at such Maturity Date or redemption or repayment date. The
Trustee will pay such amounts to DTC at the
C-8
<PAGE>
times and in the manner set forth below under "Manner of
Payment."
PAYMENTS NOT ON BUSINESS DAYS. If any Interest Payment Date
or the Maturity Date or redemption or repayment date of a
Global Security representing Fixed Rate Book-Entry Notes is
not a Business Day, the payment due on such day shall be
made on the next succeeding Business Day and no interest
shall accrue on such payment for the period from and after
such Interest Payment Date, Maturity Date or redemption or
repayment date, as the case may be. If any Interest Payment
Date or the Maturity Date or redemption or repayment date of
a Global Security representing a Floating Rate Book-Entry
Note would otherwise fall on a day that is not a Business
Day, the payment due on such day shall be made on the next
succeeding day that is a Business Day with respect to such
Notes with the same effect as if such Business Day were the
Interest Payment Date, Maturity Date or date of redemption
or repayment, as the case may be, except that, in the case
of Book-Entry LIBOR Notes, if such Business Day is in the
next succeeding calendar month, such Interest Payment Date
or redemption or repayment date shall be the immediately
preceding day that is a Business Day with respect to such
Book-Entry LIBOR Notes. Promptly after payment to DTC of
the principal and interest due on the Maturity Date or
redemption or repayment date of such Global Security, the
Trustee will cancel such Global Security in accordance with
the terms of the Indenture and deliver it to the Company
with a certificate of cancellation. On the first Business
Day of each month, the Trustee will deliver to the Company a
written statement indicating the total principal amount of
outstanding Book-Entry Notes as of the immediately preceding
Business Day.
MANNER OF PAYMENT. The total amount of any principal and
interest due on Global Securities on any Interest Payment
Date or at maturity or upon redemption or repayment shall be
paid by the Company to the Trustee in funds available for
immediate use by the Trustee as of 9:30 a.m. (New York City
time) on such date. The Company will make such payment on
such Global Securities by wire transfer to the Trustee or by
instructing the Trustee to withdraw funds from an account
maintained by the Company at
C-9
<PAGE>
the Trustee. The Company will confirm such instructions in
writing to the Trustee. Prior to 10 a.m. (New York City
time), or as soon as possible thereafter, on each Maturity
Date or redemption or repayment date or, if either such date
is not a Business Day, as soon as possible thereafter,
following receipt of such funds from the Company the Trustee
will pay by separate wire transfer (using Fedwire message
entry instructions in a form previously specified by DTC) to
an account at the Federal Reserve Bank of New York
previously specified by DTC, in funds available for
immediate use by DTC, each payment of principal (together
with interest thereon) due on Global Securities on any
Maturity Date or redemption or repayment date. On each
Interest Payment Date or, if any such date is not a Business
Day, as soon as possible thereafter, interest payments and,
in the case of Amortizing Notes, interest and principal
payments shall be made to DTC in same day funds in
accordance with existing arrangements between the Trustee
and DTC. Thereafter on each such date, DTC will pay, in
accordance with its SDFS operating procedures then in
effect, such amounts in funds available for immediate use to
the respective Participants in whose names the Book-Entry
Notes represented by such Global Securities are recorded in
the book-entry system maintained by DTC. Neither the
Company nor the Trustee shall have any responsibility or
liability for the payment by DTC to such Participants of the
principal of and interest on the Book-Entry Notes.
WITHHOLDING TAXES. The amount of any taxes required under
applicable law to be withheld from any interest payment on a
Book-Entry Note will be determined and withheld by the
Participant, indirect participant in DTC or other person
responsible for forwarding payments directly to the
beneficial owner of such Note.
Preparation of If any order to purchase a Book-Entry
Pricing Note is accepted by or on behalf of Company,
Supplement: the Company will prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such Note and will
arrange to file such Pricing Supplement by EDGAR with the
Commission in accordance with the applicable paragraph of
Rule 424(b) under the Act and will deliver the number of
copies of such Pricing
C-10
<PAGE>
Supplement to the relevant Agent as such Agent shall request
by the close of business on the following Business Day. The
relevant Agent will cause such Pricing Supplement to be
delivered to the purchaser of the Note.
In each instance that a Pricing Supplement is prepared, the
Agent receiving such Pricing Supplement will affix the
Pricing Supplement to Prospectuses prior to their use.
Outdated Pricing Supplements, and the Prospectuses to which
they are attached (other than those retained for files),
will be destroyed.
Settlement: The receipt by the Company of immediately available funds in
payment for a Book-Entry Note and the authentication and
issuance of the Global Security representing such Note shall
constitute "settlement" with respect to such Note. All
orders accepted by the Company will be settled on the fifth
Business Day following such acceptance pursuant to the
timetable for settlement set forth below unless the Company
and the purchaser agree to settlement on another day, which
shall be no earlier than the next Business Day.
Settlement Settlement Procedures with regard to each
Procedures: Book-Entry Note sold by the Company to or through an Agent
shall be as follows (unless otherwise specified pursuant to
a Terms Agreement, as defined in the Agreement):
A. The relevant Agent will advise the Company by
facsimile transmission or other acceptable means
that such Note is a Book-Entry Note and of the
following settlement information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed Rate Book-Entry Note,
the Interest Rate, whether such Note will pay
interest annually or semi-annually and
whether such Note is an Amortizing Note and,
if so, the Amortization Schedule, or, in the
case of a Floating Rate Book-Entry Note, the
Initial Interest Rate (if known at such
time), Interest
C-11
<PAGE>
Payment Date(s), Interest Payment Period,
Calculation Agent, Base Rate, Index Maturity,
Interest Reset Period, Initial Interest Reset
Date, Interest Reset Dates, Spread or Spread
Multiplier (if any), Minimum Interest Rate
(if any), Maximum Interest Rate (if any) and
the Alternate Rate Event Spread (if any).
4. Redemption or repayment provisions, if any.
5. Settlement date and time.
6. Price.
7. Agent's commission, if any,determined as
provided in the Agreement.
8. Net proceeds to the Company.
9. Whether the Note is an OID Note, and if it is
an OID Note, the total amount of OID, the
yield to maturity, the initial accrual period
OID and the applicability of Modified Payment
upon Acceleration (and, if so, the Issue
Price).
10. Any other applicable Terms.
B. The Company will advise the Trustee by facsimile
transmission or other acceptable means of the
information set forth in Settlement Procedure "A"
above. The Trustee will then assign a CUSIP
number to the Global Security representing such
Note and will notify the Company and the Agent of
such CUSIP number by telephone or electronic
transmission (confirmed in writing) as soon as
practicable.
C. The Trustee will enter a pending deposit message
through DTC's Participant Terminal System,
providing the following settlement information to
DTC, the relevant
C-12
<PAGE>
Agent and Standard & Poor's Corporation:
1. The information set forth in Settlement
Procedure "A".
2. The Initial Interest Payment Date for such
Note, the number of days by which such date
succeeds the related DTC Record Date (which
in the case of Floating Rate Notes which
reset daily or weekly, shall be the date five
calendar days immediately preceding the
applicable Interest Payment Date and, in the
case of all other Notes, shall be the Record
Date as defined in the Note) and, if known,
the amount of interest payable on such
Initial Interest Payment Date.
3. The CUSIP number of the Global Security
representing such Note.
4. Whether such Global Security will represent
any other Book-Entry Note (to the extent
known at such time) and whether such Note is
an Amortizing Note (by an appropriate
notation in the comments field of DTC's
Participant Terminal System).
5. The DTC participant number of the institution
through which the Company will hold the
Book-Entry Note.
D. The Trustee will complete and authenticate the
Global Security representing such Note in
accordance with the terms of the written order of
the Company then in effect.
E. DTC will credit such Note to the Trustee's
participant account at DTC.
F. The Trustee will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC to (i) debit such Note to the
Trustee's participant
C-13
<PAGE>
account and credit such Note to the relevant
Agent's participant account and (ii) debit such
Agent's settlement account and credit the
Trustee's settlement account for an amount equal
to the price of such Note less such Agent's
commission, if any. The entry of such a deliver
order shall constitute a representation and
warranty by the Trustee to DTC that (a) the Global
Security representing such Book-Entry Note has
been issued and authenticated and (b) the Trustee
is holding such Global Security pursuant to the
Medium-Term Note Certificate Agreement between the
Trustee and DTC.
G. Unless the relevant Agent purchased such Note as
principal, such Agent will enter an SDFS deliver
order through DTC's Participant Terminal System
instructing DTC (i) to debit such Note to such
Agent's participant account and credit such Note
to the participant accounts of the Participants
with respect to such Note and (ii) to debit the
settlement account of such Participants and credit
the settlement account of such Agent for an amount
equal to the price of such Note.
H. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures "F" and
"G" will be settled in accordance with SDFS
operating procedures in effect on the settlement
date.
I. The Trustee, upon confirming receipt of such
funds, will credit to the U.S. dollar account of
the Company maintained at a bank in New York City,
notified to the Trustee from time to time, in
funds available for immediate use in the amount
transferred to the Trustee, in accordance with
Settlement Procedure "F".
J. Unless the relevant Agent purchased such Note as
principal, such Agent
C-14
<PAGE>
will confirm the purchase of such Note to the
purchaser either by transmitting to the
Participants with respect to such Note a
confirmation order or orders through DTC's
institutional delivery system or by mailing a
written confirmation to such purchaser.
K. Monthly, the Trustee will send to the Company a
statement setting forth the principal amount of
Notes Outstanding as of that date under the
Indenture and setting forth a brief description of
any sales of which the Company has advised the
Trustee but which have not yet been settled.
Settlement For sales by the Company of
Procedures Book-Entry Notes to or through an Agent (unless
Timetable: otherwise specified pursuant to a Terms Agreement) for
settlement on the first Business Day after the sale date,
Settlement Procedures "A" through "J" set forth above shall
be completed as soon as possible but not later than the
respective times (New York City time) set forth below:
Settlement
PROCEDURE TIME
--------- ----
A 11:00 a.m. on the sale date
B 12:00 noon on the sale date
C 2:00 p.m. on the sale date
D 9:00 a.m. on settlement date
E 10:00 a.m. on settlement date
F-G 2:00 p.m. on settlement date
H 4:45 p.m. on settlement date
I-J 5:00 p.m. on settlement date
If a sale is to be settled more than one Business Day after
the sale date, Settlement Procedures "A", "B" and "C" shall
be completed as soon as practicable but no later than 11:00
a.m., 12 noon and 2:00 p.m., respectively, on the first
Business Day after the sale date. If the Initial Interest
Rate for a Floating Rate Book-Entry Note has not been
determined at the time that Settlement Procedure "A" is
completed, Settlement Procedures "B" and "C" shall be
completed as soon as such rate has been determined but no
later than 12 noon and 2:00 p.m., respectively, on the
second Business Day before the settlement date. Settlement
C-15
<PAGE>
Procedure "H" is subject to extension in accordance with any
extension of Fedwire closing deadlines and in the other
events specified in the SDFS operating procedures in effect
on the settlement date. If settlement of a Book-Entry Note
is rescheduled or cancelled, the Trustee, after receiving
notice from the Company or the Agent, will deliver to DTC,
through DTC's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 p.m. on the
Business Day immediately preceding the scheduled settlement
date.
Failure to If the Trustee fails to enter an SDFS deliver
Settle: order with respect to a Book-Entry Note pursuant to
Settlement Procedure "F", the Trustee may deliver to DTC,
through DTC's Participant Terminal System, as soon as
practicable a withdrawal message instructing DTC to debit
such Note to the Trustee's participant account, provided
that the Trustee's participant account contains a principal
amount of the Global Security representing such Note that is
at least equal to the principal amount to be debited. If a
withdrawal message is processed with respect to all the
Book-Entry Notes represented by a Global Security, the
Trustee will mark such Global Security "cancelled," make
appropriate entries in the Trustee's records and send such
cancelled Global Security to the Company. The CUSIP number
assigned to such Global Security shall, in accordance with
CUSIP Service Bureau procedures, be cancelled and not
immediately reassigned. If a withdrawal message is
processed with respect to one or more, but not all, of the
Book-Entry Notes represented by a Global Security, the
Trustee will exchange such Global Security for two Global
Securities, one of which shall represent such Book-Entry
Note or Notes and shall be cancelled immediately after
issuance and the other of which shall represent the
remaining Book-Entry Notes previously represented by the
surrendered Global Security and shall bear the CUSIP number
of the surrendered Global Security.
If the purchase price for any Book-Entry Note is not timely
paid to the Participants with respect to such Note by the
beneficial purchaser thereof (or a person, including an
indirect participant in DTC, acting on behalf of such
purchaser), such Participants and, in
C-16
<PAGE>
turn, the relevant Agent may enter SDFS deliver orders
through DTC's Participant Terminal System reversing the
orders entered pursuant to Settlement Procedures "F" and
"G", respectively. Thereafter, the Trustee will deliver the
withdrawal message and take the related actions described in
the preceding paragraph.
Notwithstanding the foregoing, upon any failure to settle
with respect to a Book-Entry Note, DTC may take any action
in accordance with its SDFS operating procedures then in
effect.
In the event of a failure to settle with respect to one or
more, but not all, of the Book-Entry Notes to have been
represented by a Global Security, the Trustee will provide,
in accordance with Settlement Procedures "D" and "F", for
the authentication and issuance of a Global Security
representing the Book-Entry Notes to be represented by such
Global Security and will make appropriate entries in its
records.
Posting Rates The Company and the Agents will discuss
by Company: from time to time the rates of interest per annum to be
borne by and the maturity of Securities that may be sold as
a result of the solicitation of offers by an Agent. The
Company may establish a fixed set of interest rates and
maturities for an offering period ("posting). If the
Company decides to change already posted rates, it will
promptly advise the Agents to suspend solicitation of offers
until the new posted rates have been established with the
Agent.
Trustee Not To Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or expend its own funds in
connection with any payments to the Company, the Agents, DTC
or any holders of Notes, it being understood by all parties
that payments made by the Trustee to the Company, the
Agents, DTC or any holders of Notes shall be made only to
the extent that funds are provided to the Trustee for such
purpose.
PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
The Trustee will serve as registrar in connection with the Certificated
Notes.
C-17
<PAGE>
Issuance: Each Certificated Note will be dated and issued as of the
date of its authentication by the Trustee. Each
Certificated Note will bear an Original Issue Date, which
will be (i) with respect to an original Certificated Note
(or any portion thereof), its original issuance date (which
will be the settlement date) and (ii) with respect to any
Certificated Note (or any portion thereof) issued
subsequently upon exchange of a Certificated Note, or in
lieu of a destroyed, lost or stolen Certificated Note, the
original issuance date of the predecessor Certificated Note,
regardless of the date of authentication of such
subsequently issued Certificated Note.
Registration: Certificated Notes will be issued only in fully registered
form without coupons.
Transfers and A Certificated Note may be presented
Exchanges: for transfer or exchange at the principal corporate trust
office of the Trustee. Certificated Notes will be
exchangeable for other Certificated Notes having identical
terms but different authorized denominations without service
charge. Certificated Notes will not be exchangeable for
Book-Entry Notes.
Maturities: Each Certificated Note will mature on a date nine months or
more from its date of issue.
Currency: The currency denomination with respect to any Certificated
Note and the currency of payment of interest and principal
with respect to any such Certificated Note shall be as set
forth therein and in the applicable pricing supplement.
Denominations: Unless otherwise provided in a Prospectus Supplement, the
denomination of any Certificated Note will be a minimum of
$1,000 (or in the case of Notes not denominated in U.S.
dollars, the equivalent thereof in the applicable foreign
currency or composite currency, rounded down to the nearest
1,000 units of such foreign currency or composite currency)
or any amount in excess thereof that is an integral multiple
of $1,000 (or in the case of Notes not denominated in U.S.
dollars, 1,000 units of such foreign currency or composite
currency).
Interest: GENERAL. Interest on each Certificated Note will accrue
from the Original Issue Date of
C-18
<PAGE>
such Note for the first interest period and from the most
recent date to which interest has been paid for all
subsequent interest periods. Unless otherwise specified
therein, each payment of interest on a Certificated Note
will include interest accrued to but excluding the Interest
Payment Date.
RECORD DATES. The Record Date with respect to any Interest
Payment Date in respect of a Certificated Note shall be the
date fifteen calendar days immediately preceding such
Interest Payment Date.
FIXED RATE CERTIFICATED NOTES. Unless otherwise specified
pursuant to Settlement Procedure "A" below, interest
payments on Fixed Rate Certificated Notes, other than
Amortizing Notes, will be made semiannually on June 1 and
December 1 of each year, and at maturity or upon any earlier
redemption or repayment and principal and interest payments
on Certificated Amortizing Notes will be made semiannually
on June 1 and December 1 of each year or quarterly on March
1, June 1, September 1 and December 1 of each year, and at
maturity (or any redemption or repayment date); PROVIDED,
HOWEVER, that in the case of a Fixed Rate Certificated Note
issued between a Record Date and an Interest Payment Date or
on an Interest Payment Date, the first interest payment will
be made on the Interest Payment Date following the next
succeeding Record Date.
FLOATING RATE CERTIFICATED NOTES. Interest payments will be
made on Floating Rate Certificated Notes monthly, quarterly,
semiannually or annually. Unless otherwise specified
pursuant to Settlement Procedure "A" below, interest will be
payable, in the case of Floating Rate Certificated Notes
with a daily, weekly or monthly Interest Reset Date, on the
third Wednesday of each month or on the third Wednesday of
March, June, September and December, as specified pursuant
to Settlement Procedure "A" below; in the case of Floating
Rate Certificated Notes with a quarterly Interest Reset
Date, on the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate
Certificated Notes with a semiannual Interest Reset Date, on
the third Wednesday of the two months specified pursuant to
Settlement Procedure "A" below; and in the case of Floating
Rate Certificated Notes
C-19
<PAGE>
with an annual Interest Reset Date, on the third Wednesday
of the month specified pursuant to Settlement Procedure "A"
below; PROVIDED, HOWEVER, that if an Interest Payment Date
for Floating Rate Certificated Notes would otherwise be a
day that is not a Business Day with respect to such Floating
Rate Certificated Notes, such Interest Payment Date will be
the next succeeding Business Day with respect to such
Floating Rate Certificated Notes, except in the case of a
LIBOR Note if such Business Day is in the next succeeding
calendar month, such Interest Payment Date will be the
immediately preceding Business Day; and PROVIDED, FURTHER,
that in the case of a Floating Rate Certificated Note issued
between a Record Date and the related Interest Payment Date
(a "Certificated Gap Note"), the first interest payment will
be made on the Interest Payment Date following the next
succeeding Record Date, and in such case, notwithstanding
the fact that an Interest Reset Date may occur prior to such
Interest Payment Date, the Initial Interest Rate shall
remain in effect until the first Interest Reset Date
occurring on or subsequent to such Interest Payment Date.
NOTICE OF INTEREST PAYMENT AND RECORD DATES. On the first
Business Day of March, June, September and December of each
year, the Trustee will deliver to the Company a written list
of Record Dates and Interest Payment Dates that will occur
with respect to Certificated Notes during the six-month
period beginning on such first Business Day. Promptly after
each date upon which interest is determined for Floating
Rate Notes issued in certificated form, the Calculation
Agent will notify the Company and the Trustee of the
interest rates determined on such dates.
Calculation of FIXED RATE CERTIFICATED NOTES. Interest
Interest: on Fixed Rate Certificated Notes (including interest for
partial periods) will be calculated on the basis of a year
of twelve thirty-day months.
FLOATING RATE CERTIFICATED NOTES. Interest rates on
Floating Rate Certificated Notes will be determined as set
forth in the form of such Notes. Interest on Floating Rate
Certificated Notes will be calculated on the basis of actual
days elapsed and a year of 360 days, except that, in the
case of Treasury Rate Notes and
C-20
<PAGE>
CMT Rate Notes, interest will be calculated on the basis of
the actual number of days in the year.
Payments of The Company will pay to the Trustee, as
Principal and the paying agent, the principal amount
Interest: of each Certificated Note (other than an Amortizing Note),
together with interest due thereon, at its Maturity Date or
upon redemption or repayment of such Note in funds available
for immediate use by the Trustee. In the case of an
Amortizing Note, the Company will pay to the Trustee, as
paying agent, the principal amount due on such Note on such
date, together with interest due thereon, at its Maturity
Date or upon redemption or repayment of such Note in funds
available for immediate use by the Trustee. The Trustee
will pay such amount to the holder of such Note at its
Maturity Date or upon redemption or repayment of such Note
upon presentation and surrender of such Note to the Trustee.
Such payment, together with payment of interest due at
maturity or upon redemption or repayment, will be made in
funds available for immediate use by the holder of such
Note. Promptly after such presentation and surrender, the
Trustee will cancel such Certificated Note in accordance
with the terms of the Indenture and deliver it to the
Company with a certificate of cancellation. Unless
otherwise specified in the applicable Pricing Supplement,
all interest payments on a Certificated Note or, in the case
of a Certificated Amortizing Note, payments of principal and
interest (other than interest (or interest and principal)
due at maturity or upon redemption or repayment) will be
made by check drawn on the Trustee (or another person
appointed by the Trustee) and mailed by the Trustee to the
person entitled thereto as provided in such Note and the
Indenture; PROVIDED, HOWEVER, that (i) the holder of
$10,000,000 or more of Notes having the same Interest
Payment Date will be entitled to receive payment by wire
transfer of immediately available funds and (ii) unless
otherwise specified in the applicable Pricing Supplement or
unless alternative arrangements are made, payments on Notes
in a currency other than U.S. dollars will be made by wire
transfer of immediately available funds to an account
maintained by the payee with a bank located outside the
United States and, with respect to clauses (i) and (ii)
above, the holder of such
C-21
<PAGE>
Notes will provide the Trustee with appropriate and timely
wire transfer instructions.
Promptly after each Record Date, the Trustee will deliver to
the Company a written notice specifying the amount of
interest to be paid on each Certificated Note other than an
Amortizing Note on the following Interest Payment Date
(other than an Interest Payment Date coinciding with
maturity or any earlier redemption or repayment date) and
the total of such amounts. In the case of Amortizing Notes,
the Trustee will provide separate written notice to the
Company specifying the amount of interest and principal to
be paid on each Amortizing Note on the following Interest
Payment Date (other than an Interest Payment Date coinciding
with maturity or any earlier redemption or repayment date)
and the total of such amounts. Interest at maturity or upon
redemption or repayment will be payable to the person to
whom the payment of principal is payable. On or about the
first Business Day of each month, the Trustee will deliver
to the Company a written list of principal and interest, to
the extent ascertainable, to be paid on each Certificated
Note including Amortizing Notes maturing or to be redeemed
or repaid in the following month. The Trustee will be
responsible for withholding taxes on interest paid on
Certificated Notes as required by applicable law.
If any Interest Payment Date or the Maturity Date or
redemption or repayment date of a Fixed Rate Certificated
Note is not a Business Day, the payment due on such day
shall be made on the next succeeding Business Day and no
interest shall accrue on such payment for the period from
and after such Interest Payment Date, Maturity Date or
redemption or repayment date, as the case may be. If any
Interest Payment Date or the Maturity Date or redemption or
repayment date of a Floating Rate Certificated Note would
otherwise fall on a day that is not a Business Day with
respect to such Note, the payment due on such day shall be
made on the next succeeding day that is a Business Day with
respect to such Note with the same effect as if such
Business Day were the stated Interest Payment Date, Maturity
Date or date of redemption or repayment, as the case may be,
except that, in the case of Certificated LIBOR Notes, if
such Business Day is in the next succeeding calendar month,
such Interest
C-22
<PAGE>
Payment Date, Maturity Date or redemption or repayment date
shall be the immediately preceding day that is a Business
Day with respect to such Certificated LIBOR Notes.
Preparation of If any order to purchase a Certificated
Pricing Note is accepted by or on behalf of the
Supplement: Company, the Company will prepare a Pricing Supplement
reflecting the terms of such Note and will arrange to file
by EDGAR such Pricing Supplement with the Commission in
accordance with the applicable paragraph of Rule 424(b)
under the Act and will deliver the number of copies of such
Pricing Supplement to the relevant Agent as such Agent shall
request by the close of business on the following Business
Day. The relevant Agent will cause such Pricing Supplement
to be delivered to the purchaser of the Note.
In each instance that a Pricing Supplement is prepared, the
Agent receiving such Pricing Supplement will affix the
Pricing Supplement to Prospectuses prior to their use.
Outdated Pricing Supplements, and the Prospectuses to which
they are attached (other than those retained for files),
will be destroyed.
Settlement: The receipt by the Company of immediately available funds in
payment for an authenticated Certificated Note delivered to
the relevant Agent and such Agent's delivery of such Note
against receipt of immediately available funds shall
constitute "settlement" with respect to such Note. All
orders accepted by the Company will be settled on the fifth
Business Day following such acceptance pursuant to the
timetable for settlement set forth below unless the Company
and the purchaser agree to settlement on another day, which
shall be no earlier than the next Business Day.
Settlement Settlement Procedures with regard to each
Procedures: Certificated Note sold by the Company to or through an Agent
shall be as follows (unless otherwise specified pursuant to
a Terms Agreement):
A. The relevant Agent will advise the Company by
facsimile transmission or other acceptable means
that such Note is a Certificated Note and of the
following settlement information:
C-23
<PAGE>
1. Name in which such Note is to be registered
("Registered Owner").
2. Address of the Registered Owner and address
for payment of principal and interest.
3. Taxpayer identification number of the
Registered Owner (if available).
4. Currency or currency unit, principal amount
and, if different, currency in which payments
of principal and interest may be made.
5. Maturity Date.
6. In the case of a Fixed Rate Certificated
Note, the Interest Rate, whether such Note
will pay interest annually or semi-annually
and whether such Note is an Amortizing Note
and, if so, the Amortization Schedule, or, in
the case of a Floating Rate Certificated
Note, the Initial Interest Rate (if known at
such time), Interest Payment Date(s),
Interest Payment Period, Calculation Agent,
Base Rate, Index Maturity, Interest Reset
Period, Initial Interest Reset Date, Interest
Reset Dates, Spread or Spread Multiplier (if
any), Minimum Interest Rate (if any), Maximum
Interest Rate (if any) and the Alternate Rate
Event Spread (if any).
7. Redemption or repayment provisions, if any.
8. Settlement date and time.
9. Price.
10. Agent's commission, if any, determined as
provided in the Agreement.
C-24
<PAGE>
11. Denominations.
12. Net proceeds to the Company.
13. Whether the Note is an OID Note, and if it is
an OID Note, the total amount of OID, the
yield to maturity, the initial accrual period
OID and the applicability of Modified Payment
upon Acceleration (and, if so, the Issue
Price).
14. Any other applicable Terms.
B. The Company will advise the Trustee by facsimile
transmission or other acceptable means of the
information set forth in Settlement Procedure "A"
above.
C. The Company will have delivered to the Trustee a
pre-printed four-ply packet for such Note, which
packet will contain the following documents in
forms that have been approved by the Company, the
relevant Agent and the Trustee:
1. Note with customer confirmation.
2. Stub One - For the Trustee.
3. Stub Two - For the relevant Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Note and
authenticate such Note and deliver it (with the
confirmation) and Stubs One and Two to the
relevant Agent, and such Agent will acknowledge
receipt of the Note by stamping or otherwise
marking Stub One and returning it to the Trustee.
Such delivery will be made only against such
acknowledgment of receipt and evidence that
instructions have been given by such Agent for
payment to the account of the Company maintained
at the Trustee, New York, New York (or, with
respect to Notes payable in a
C-25
<PAGE>
Specified Currency other than U.S. dollars, to an
account maintained at a bank selected by the
Company notified to the relevant Agent from time
to time in writing) in funds available for
immediate use, of an amount equal to the price of
such Note less such Agent's commission, if any.
In the event that the instructions given by such
Agent for payment to the account of the Company
are revoked, the Company will as promptly as
possible wire transfer to the account of such
Agent an amount of immediately available funds
equal to the amount of such payment made.
E. Unless the relevant Agent purchased such Note as
principal, such Agent will deliver such Note (with
confirmation) to the customer against payment in
immediately available funds. Such Agent will
obtain the acknowledgment of receipt of such Note
by retaining Stub Two.
F. The Trustee will send Stub Three to the Company by
first-class mail. Periodically, the Trustee will
also send to the Company a statement setting forth
the principal amount of the Notes outstanding as
of that date under the Indenture and setting forth
a brief description of any sales of which the
Company has advised the Trustee but which have not
yet been settled.
Settlement For sales by the Company of Certificated Notes
Procedures to or through an Agent (unless otherwise
Timetables: specified pursuant to a Terms Agreement), Settlement
Procedures "A" through "F" set forth above shall be
completed on or before the respective times (New York City
time) set forth below:
Settlement
Procedure Time
---------- ----
A 2:00 p.m. on day before
settlement date
B. 3:00 p.m. on day before
settlement date
C-D 2:15 p.m. on settlement date
C-26
<PAGE>
E 3:00 p.m. on settlement date
F 5:00 p.m. on settlement date
Failure to If a purchaser fails to accept delivery
Settle: of and make payment for any Certificated Note, the relevant
Agent will notify the Company and the Trustee by telephone
and return such Note to the Trustee. Upon receipt of such
notice, the Company will immediately wire transfer to the
account of such Agent an amount equal to the amount
previously credited thereto in respect of such Note. Such
wire transfer will be made on the settlement date, if
possible, and in any event not later than the Business Day
following the settlement date. If the failure shall have
occurred for any reason other than a default by such Agent
in the performance of its obligations hereunder and under
the Agreement, then the Company will reimburse such Agent or
the Trustee, as appropriate, on an equitable basis for its
loss of the use of the funds during the period when they
were credited to the account of the Company (such
reimbursement for loss of the use of such funds to be based
on the federal funds effective rate then in effect).
Immediately upon receipt of the Certificated Note in respect
of which such failure occurred, the Trustee will mark such
Note "cancelled", make appropriate entries in the Trustee's
records and send such Note to the Company.
Posting Rates The Company and the Agents will from time
by Company: to time discuss the rates of interest per annum to be borne
by and the maturity of Securities that may be sold as a
result of the solicitation of offers by an Agent. The
Company may establish a fixed set of interest rates and
maturities for an offering period ("posting"). If the
Company decides to change already posted rates, it will
promptly advise the Agents to suspend solicitation of offers
until the new posted rates have been established with the
Agent.
Trustee Not to Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or expend its own funds in
connection with any payments to the Company, the Agents or
any holders of Notes, it being understood by all parties
that payments made by the Trustee to the Company, the Agents
or any holders of Notes shall be made only to the extent
that funds are provided to the Trustee for such purpose.
C-27
<PAGE>
C-28
<PAGE>
Exhibit D
FOREIGN CURRENCY AMENDMENT NO. ___________
TO DISTRIBUTION AGREEMENT, DATED MARCH 21, 1996
AS AMENDED
-----------------------------------------------
[Insert Title of Foreign Currency]
The undersigned hereby agree that for the purposes of the issue and
sale of Securities denominated in [title of currency or currency unit] (the
"Applicable Foreign Currency") pursuant to the Distribution Agreement, dated
March 21, 1996, as it may be amended (the "Distribution Agreement"), the
following additions and modifications shall be made to the Distribution
Agreement. The additions and modifications adopted hereby shall be of the same
effect for the sale under the Distribution Agreement of all Securities
denominated in the Applicable Foreign Currency, whether offered on an agency or
principal basis, but shall be of no effect with respect to Securities
denominated in any currency or currency unit other than the Applicable Foreign
Currency.
Except as otherwise expressly provided herein, all terms used herein
which are defined in the Distribution Agreement shall have the same meanings as
in the Distribution Agreement. The terms Agent or Agents, as used in the
Distribution Agreement, shall be deemed to refer only to the undersigned Agents
for purposes of this Amendment.
[Insert appropriate additions and modifications to the Distribution
Agreement, for example, to opinions of counsel, conditions to obligations and
settlement procedures, etc., according to the customary practice of the Agents
when acting as underwriters in offerings of the Applicable Securities.]
_________, 19__
BARNETT BANKS, INC.
By ________________
Name:
Title:
[Name(s) of Agent(s) participating
in the offering of Notes in the Applicable Foreign Currency]
By ________________
Name:
Title:
<PAGE>
[Form of Face of Senior Floating Rate Note]
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR BY ANY OTHER GOVERNMENT AGENCY.
CUSIP NO.
REGISTERED NO. FLR
BARNETT BANKS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
[INCLUDE LEGEND IF THIS IS A GLOBAL NOTE ---
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER (OTHER THAN A TRANSFER
OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS
NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY: SPECIFIED CURRENCY:
(if other than U.S. dollars)
REDEEMABLE ON OR AFTER
(AT OPTION OF COMPANY): SPREAD MULTIPLIER: SPREAD: +
-
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT PERIOD:
<PAGE>
2
EXCHANGE RATE AGENT INITIAL REDEMPTION INITIAL RESET PERIOD:
(Only applicable if PERCENTAGE:
Specified Currency is
other than U.S. Dollars)
CALCULATION AGENT: INTEREST RESET DATE:
INITIAL DATE ON WHICH THIS ALTERNATIVE RATE EVENT
NOTE IS REPAYABLE AT THE SPREAD:
OPTION OF THE HOLDER:
INITIAL REPAYMENT PERCENTAGE:
ANNUAL REPAYMENT
PERCENTAGE REDUCTION:
INTEREST PAYMENT DATES: ANNUAL REDEMPTION
PERCENTAGE
REDUCTION:
CALCULATION DATES: AUTHORIZED
DENOMINATIONS:
(Only applicable
if Specified
Currency is other
than U.S.dollars)
INTEREST DETERMINATION
DATES:
BARNETT BANKS, INC., a corporation duly organized and existing under
the laws of the State of Florida (herein called the "Company"), for value
received, hereby promises to pay to ____________________________, or registered
assigns, the principal sum of __________________________________________ (any
coin or currency other than U.S. dollars being hereinafter referred to as a
"Specified Currency"), on the Maturity Date specified above, or if such date is
not a Business Day, the next succeeding Business Day (the "Maturity Date"), in
such coin or currency specified above as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay interest
commencing with the Original Issue Date specified above or from and including
the most recent Interest Payment Date to which interest has been duly paid or
provided for monthly, quarterly, semi-annually or annually as specified above
under "Interest Payment Period," on the Interest Payment Dates specified above
and at Maturity, on said principal sum, in like
<PAGE>
3
coin or currency, at a rate per annum equal to the Initial Interest Rate
specified above until the first Interest Reset Date specified above following
the Original Issue Date specified above and thereafter at a rate per annum
determined in accordance with the provisions on the reverse hereof under the
heading "Determination of Interest Rate Per Annum for Prime Rate Notes,"
"Determination of Interest Rate Per Annum for LIBOR Notes," "Determination of
Interest Rate Per Annum for Treasury Rate Notes," "Determination of Interest
Rate Per Annum for Commercial Paper Notes," "Determination of Interest Rate Per
Annum for CD Rate Notes," "Determination of Interest Rate Per Annum for Federal
Funds Rate Notes," "Determination of Interest Rate Per Annum for CMT Rate
Notes," "Determination of Interest Rate Per Annum for 11th District Cost of
Funds Rate Notes," or "Determination of Interest Rate Per Annum for J.J. Kenny
Rate Notes," depending upon whether the Interest Rate Basis is Prime Rate,
LIBOR, Treasury Rate, Commercial Paper Rate, CD Rate, Federal Funds Rate, CMT
Rate, 11th District Cost of Funds Rate or J.J. Kenny Rate, as specified above;
PROVIDED, HOWEVER, that if any Interest Payment Date specified above would
otherwise fall on a day that is not a Business Day (as defined herein), such
Interest Payment Date will be the following day that is a Business Day, except
that in the event that the Interest Rate Basis for this Note is LIBOR, if such
day falls in the next calendar month, such Interest Payment Date will be the
immediately preceding day that is a Business Day; PROVIDED, FURTHER, that
the Company will make such payments in a Specified Currency in the Specified
Currency specified above in amounts
<PAGE>
4
determined as set forth on the reverse hereof; PROVIDED, HOWEVER, that payments
of principal (and premium, if any) and interest on Notes denominated in other
than U.S. dollars will nevertheless be made in U.S. dollars (i) at the election
of the Holder as provided herein and (ii) at the election of the Company in the
case of imposition of exchange controls or other circumstances beyond the
control of the Company as provided herein. Interest on this Note shall accrue
(a) if the rate at which interest on this Note is payable shall be adjusted
monthly, quarterly, semi-annually or annually, as specified above under
"Interest Rate Reset Period" and as determined in accordance with the provisions
on the reverse hereof, from the Interest Payment Date next preceding the date of
this Note to which interest has been paid, unless the date hereof is an Interest
Payment Date to which interest has been paid, in which case from the date of
this Note, or unless no interest has been paid on this Note, in which case from
the Original Issue Date specified above, until payment of said principal sum has
been made or duly provided for or (b) if the rate at which interest on this Note
is payable shall be adjusted weekly, as specified above under "Interest Rate
Reset Period" and as determined in accordance with the provisions on the reverse
hereof, from the last date to which interest has been paid, unless the date
hereof is a Record Date through which interest has been paid, in which case from
the day after the date of this Note, or unless no interest has been paid on this
Note, in which case from the Original Issue Date specified above, until payment
of said principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the Original Issue Date is
<PAGE>
5
after any Record Date preceding any Interest Payment Date and before such
Interest Payment Date, interest on this Note shall accrue from such Interest
Payment Date unless the rate at which interest on this Note is payable shall be
adjusted weekly, as provided above under "Interest Rate Reset Period" and as
determined in accordance with the provisions on the reverse hereof, in which
case interest on this Note shall accrue from and including the last date to
which interest has been paid or duly provided for to and including such Record
Date, or, in either case, if no interest has been paid on this Note, from the
Original Issue Date specified above. Subject to certain exceptions provided in
the Indenture referred to on the reverse hereof, the interest so payable on any
Interest Payment Date will be paid to the Person in whose name this Note is
registered at the close of business on the Record Date next preceding such
Interest Payment Date, and interest payable at Maturity will be paid to the
Person to whom said principal sum is payable; PROVIDED, HOWEVER, that the
first payment of interest on a Note originally issued between a Record Date and
an Interest Payment Date will be made on the Interest Payment Date following the
next succeeding Record Date to the registered owner on such next succeeding
Record Date. "Record Date" shall mean the fifteenth day (whether or not a
Business Day) prior to any Interest Payment Date. "Business Day" shall mean any
day other than a Saturday or Sunday which is not a day on which banking
institutions are generally authorized or required by law or regulation to close
in The City of New York and (a) in the event that the Interest Rate Basis for
this Note is LIBOR, in the City of London, (b) in the
<PAGE>
6
event that this Note is denominated in a Specified Currency (other than European
Currency Units ("ECUs")), in the financial center of the country issuing the
Specified Currency and (c) if this Note is denominated in ECUs, in the financial
center of each country that issues a component currency of the ECU and that is
not a non-ECU settlement day. "London Banking Day" shall mean any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
Payment of interest on this Note due on any Interest Payment Date
(other than interest on this Note due to the Holder hereof at Maturity,
redemption or repayment) payable in U.S. dollars will be made by check mailed to
the Person entitled thereto at his last address as it appears on the Security
Register or, at the option of the Company, by wire transfer to an account
maintained by such Person with a bank located in the United States.
Notwithstanding the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of Notes of like tenor and terms (or the Holder of the
equivalent thereof in a Specified Currency other U.S. dollars) shall be entitled
to receive interest payments (other than at Maturity, redemption or repayment)
by wire transfer in immediately available funds, but only if appropriate
instructions have been received in writing by the Paying Agent on or prior to
the applicable Record Date for such payment of interest. Payment of the
principal of and any premium and interest on this Note due to the Holder hereof
at Maturity payable in U.S. dollars will be made in immediately available funds
upon presentation of this Note at the corporate trust office of The First
National Bank of Chicago, as paying
<PAGE>
7
agent ("Paying Agent"), in New York, New York, provided that this Note is
presented to the Paying Agent in time for the Paying Agent to make such payments
in such funds in accordance with its normal procedures.
Payments of principal, premium, if any, and interest to be made in a
Specified Currency will be paid by wire transfer of immediately available funds
to a designated account maintained with a bank located in the country issuing
the Specified Currency as shall have been designated at least 15 calendar days
prior to the payment date by the Holder of this Note. If such wire transfer
instructions are not so provided, payments of principal of, premium, if any, and
interest on this Note will be made by check drawn upon a bank located in the
financial center in the country issuing the Specified Currency (or, if this Note
is denominated in ECUs, a bank located in the financial center of any country
that issues a component currency).
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Trustee at its corporate trust
office in Chicago, Illinois and, unless revoked by written notice to the Paying
Agent received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth day preceding
Maturity, shall remain in effect with respect to any further payments with
respect to this Note payable to such Holder.
The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments
<PAGE>
8
will be borne by the Holder or Holders of this Note in respect of which payments
are made.
If the principal of and any premium or interest on, this Note is
payable in a Specified Currency (other than ECUs) and such Specified Currency is
not available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions within the international banking community, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making payment
in U.S. dollars on the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein. If the principal of
and any premium and interest on this Note is payable in ECUs and ECUs are not
available due to the imposition of exchange controls or other circumstances
beyond the Company's control or are no longer used in the European Monetary
System, then the Company will be entitled to satisfy its obligations under this
Note by making payments in U.S. dollars on the basis of the most recently
available exchange rate as specified by the Company or its agent as provided
herein.
Any Interest Payment Date which is not a Business Day shall be the
next succeeding Business Day with the same force and effect as if payment had
been made on the due date and no interest shall accrue for the period from and
after such date; PROVIDED, HOWEVER, that if the Interest Rate Basis of this
Note is LIBOR and if such Business Day is in the next succeeding
<PAGE>
9
calendar month, such Interest Payment Date shall be the immediately preceding
day which is a Business Day.
Any payment of principal, premium, if any, or interest on the Maturity
of this Note which is due on any day which is not a Business Day need not be
made on such day, but may be made on the next succeeding Business Day with the
same force and effect as if made on the due date and no interest shall accrue
for the period from and after such date.
Additional provisions of this Note are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to on the reverse hereof.
<PAGE>
10
IN WITNESS WHEREOF, BARNETT BANKS, INC. has caused this instrument
to be signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION BARNETT BANKS, INC.
This Note is one of a designated series
of Securities described in the Indenture
referred to on the reverse hereof By:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee,
Attest:
By:
Authorized Officer Secretary
[SEAL]
<PAGE>
11
[Form of Reverse of Senior Floating Rate Note]
BARNETT BANKS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
This Note is one of a duly authorized issue of Medium-Term Notes,
Series E of the Company (hereinafter called the "Notes"), issued or to be issued
in one or more series under and pursuant to an indenture, dated as of March 16,
1995 (as supplemented or amended from time to time, the "Indenture"), duly
executed and delivered by the Company to The First National Bank of Chicago, as
Trustee (hereinafter called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, limited in aggregate principal
amount to $500,000,000.
Unless otherwise specified on the face hereof, the rate of interest
on this Note will be reset daily, weekly, monthly, quarterly, semiannually or
annually (such period being the "Interest Reset Period", and the first day of
each Interest Reset Period being an "Interest Reset Date"). Unless otherwise
specified on the face hereof, the Interest Reset Date will be, in case this Note
resets daily, each Business Day; in case this Note resets weekly (unless the
Treasury Rate is specified as the Interest Rate Basis on the face hereof), the
Wednesday of each
<PAGE>
12
week; in case of Treasury Rate Notes which reset weekly, the Tuesday of each
week, except as provided below; in case this Note resets monthly (other than
11th District Cost of Funds Rate Notes), the third Wednesday of each month; in
the case of 11th District Cost of Funds Rate Notes which reset monthly, the
first calendar day of each month; in case this Note resets quarterly, the third
Wednesday of March, June, September and December; in case this Note resets
semiannually, the third Wednesday of two months of each year, specified on the
face hereof; and in case this Note resets annually, the third Wednesday of one
month of each year, specified on the face hereof; PROVIDED, HOWEVER, that
the interest rate in effect from the date of issue to the first Interest Reset
Date shall be the Initial Interest Rate specified on the face hereof. If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding Business Day,
except that if the Interest Rate Basis of this Note is LIBOR and if such
Business Day is the next succeeding calendar month, such Interest Reset Date
shall be the next preceding Business Day. Subject to applicable provisions of
law and except as specified herein, on each Interest Reset Date, the rate of
interest on this Note shall be the rate determined with respect to the Interest
Determination Date next preceding such Interest Reset Date in accordance with
the provisions of the applicable heading below.
DETERMINATION OF INTEREST RATE PER ANNUM FOR PRIME RATE NOTES. If
the Interest Rate Basis specified on the face hereof is Prime Rate, the interest
rate per annum determined with respect to any Interest Determination Date shall
equal the rate,
<PAGE>
13
adjusted by the addition or subtraction of the Spread, if any, specified on
the face hereof, or by multiplication by the Spread Multiplier, if any,
specified on the face hereof, set forth in "Statistical Release H.15(519),
Selected Interest Rates", published by the Board of Governors of the Federal
Reserve System or any successor publication published by the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading "Bank
Prime Loan". In the event that such rate is not published prior to 9:00
A.M., New York City time, on the relevant Calculation Date, then the Prime
Rate with respect to such Interest Determination Date will be the arithmetic
mean (adjusted or multiplied as described above) of the rates of interest
publicly announced by each bank that appears on the display designated as
page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other
page as may replace the USPRIME1 page on that service for the purpose of
displaying prime rates or base lending rates of major United States banks)
("Reuters Screen USPRIME1 Page") as such bank's prime rate or base lending
rate as in effect for such Interest Determination Date as quoted on the
Reuters Screen USPRIME1 Page on such Interest Determination Date. If fewer
than four such rates appear on the Reuters Screen USPRIME1 Page on such
Interest Determination Date, the Prime Rate will be the arithmetic mean
(adjusted or multiplied as described above) of the prime rates quoted on the
basis of the actual number of days in the year divided by a 360-day year as
of the close of business on such Interest Determination Date by at least two
of three major money center banks in The City of New York selected by the
Calculation Agent from which quotations are requested. If fewer
<PAGE>
14
than two quotations are provided, the Prime Rate shall be determined as the
arithmetic mean (adjusted or multiplied as described above) on the basis of the
prime rates in The City of New York by the appropriate number of substitute
banks or trust companies organized and doing business under the laws of the
United States, or any State thereof, in each case having total equity capital of
at least U.S.$500 million and being subject to supervision or examination by
federal or state authority, selected by the Calculation Agent to quote such rate
or rates. If in any month or two consecutive months the Prime Rate is not
published in H.15(519) and the banks or trust companies selected as aforesaid
are not quoting as mentioned in the preceding sentence, the "Prime Rate" for
such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate). If this failure continues over three
or more consecutive months, the Prime Rate for each succeeding Interest
Determination Date until Maturity, redemption or repayment of this Note or, if
earlier, until this failure ceases, shall be LIBOR determined as if such Prime
Rate Notes were LIBOR Notes, and the Spread, if any, shall be the number of
basis points specified in the applicable Pricing Supplement as the "Alternative
Rate Event Spread."
DETERMINATION OF INTEREST RATE PER ANNUM FOR LIBOR NOTES. If the
Interest Rate Basis specified on the face hereof is LIBOR, the interest rate per
annum determined with respect to any Interest Determination Date shall equal
[the rate for deposits in U.S. dollars having the Index Maturity specified on
<PAGE>
15
the face hereof which appears on the Telerate Page 3750 (as defined below) as of
11:00 a.m., London time, on such Interest Determination Date ("LIBOR-Telerate")]
[the arithmetic mean of the offered rates for deposits in U.S. dollars having
the Index Maturity specified on the face hereof which appear on the Reuters
Screen LIBO Page (as defined below) as of 11:00 a.m., London time, on such
Interest Determination Date, provided that at least two such offered rates
appear on the Reuters Screen LIBO Page ("LIBO-Reuters")].
If on any Interest Determination Date [where LIBOR-Telerate applies,
the rate for deposits in U.S. dollars having the applicable Index Maturity does
not appear on the Telerate Page 3750 as specified above] [where LIBOR-Reuters
applies, fewer than two offered rates for deposits in U.S. dollars having the
applicable Index Maturity appear on the Reuters Screen LIBO Page as specified
above], LIBOR will be determined on the basis of the rates at which deposits in
U.S. dollars are offered by four major banks in the London interbank market
selected by the Calculation Agent at approximately 11:00 a.m., London time, on
such Interest Determination Date to prime banks in the London interbank market
having the Index Maturity specified on the face hereof and in a principal amount
equal to an amount that is representative for a single transaction in such
market at such time. The Calculation Agent 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, LIBOR in respect of
<PAGE>
16
such Interest Determination Date will be the arithmetic mean of the rates quoted
by three major banks in The City of New York, selected by the Calculation Agent,
at approximately 11:00 a.m., New York City time, on such Interest Determination
Date for loans in U.S. dollars to leading European banks, having the Index
Maturity specified on the face hereof and in a principal amount equal to an
amount that is representative for a single transaction in such market at such
time; PROVIDED, HOWEVER, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as described in this sentence, LIBOR with
respect to such Interest Determination Date shall be the same as LIBOR for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
"Telerate Page 3750" means the display page designated as page 3750
on the Dow Jones Telerate Service (or such other page as may replace page 3750
on that service for the purpose of displaying London interbank offered rates).
"Reuters Screen LIBO Page" means the display page designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service for the purpose of displaying London
interbank offered rates).
DETERMINATION OF INTEREST RATE PER ANNUM FOR TREASURY RATE NOTES.
If the Interest Rate Basis specified on the face hereof is Treasury Rate, the
interest rate per annum determined with respect to any Interest Determination
Date shall equal the rate for the auction held on such date of direct
obligations of the United States ("Treasury Bills") having the Index Maturity
<PAGE>
17
specified on the face hereof as published in H.15(519), under the heading
"Treasury Bills-auction average (investment)" or, if not so published by 9:00
A.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the auction average rate on such Interest Determination Date
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise reported by the United
States Department of the Treasury, in either case, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
In the event that the results of the auctions of Treasury Bills having the Index
Maturity specified on the face hereof are not published or announced as provided
above by 3:00 P.M., New York City time, on such Calculation Date or if no such
auction is held on such Interest Determination Date, then the interest rate per
annum with respect to such Calculation Date shall be a yield to Maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean (adjusted or
multiplied as described above) of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date, of three leading primary United States government securities dealers in
The City of New York selected by the Calculation Agent for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof, adjusted or multiplied as described above; PROVIDED, HOWEVER,
that if the dealers selected as aforesaid by the
<PAGE>
18
Calculation Agent are not quoting bid rates as described in this sentence, the
interest rate per annum hereon with respect to such Interest Determination Date
shall be the same as the Treasury Rate for the immediately preceding Interest
Reset Period (or, if there was no such Interest Reset Period, the Initial
Interest Rate).
DETERMINATION OF INTEREST RATE PER ANNUM FOR COMMERCIAL PAPER RATE
NOTES. If the Interest Rate Basis specified on the face hereof is Commercial
Paper Rate, the interest rate per annum determined with respect to any Interest
Determination Date shall equal (a) the Money Market Yield (as defined herein) of
the rate on such Interest Determination Date for commercial paper having the
Index Maturity specified on the face hereof, (i) as such rate is published in
H.15(519), under the heading "Commercial Paper," or (ii) if such rate is not
published on or prior to 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, as published by the Federal
Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations"), under the
heading "Commercial Paper," or (b) if by 3:00 P.M., New York City time, on such
Calculation Date, such rate is not published in either of such publications, the
Money Market Yield of the arithmetic mean of the offered rates, as of 11:00
A.M., New York City time, on such Interest Determination Date, of three leading
dealers of commercial paper in The City of New York selected by the Calculation
Agent for commercial paper having the Index Maturity specified on the face
hereof placed for industrial issuers whose bond rating is "AA", or the
equivalent,
<PAGE>
19
from a nationally recognized rating agency, in each of the above cases adjusted
by the addition or subtraction of the Spread, if any, specified on the face
hereof, or by multiplication by the Spread Multiplier, if any, specified on the
face hereof; PROVIDED, HOWEVER, that if fewer than three such dealers are
quoting as described above, the interest rate per annum hereon with respect to
such Interest Determination Date will be the same as the Commercial Paper Rate
for the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 X D
---------------------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CD RATE NOTES. If
the Interest Rate Basis specified on the face hereof is CD Rate, the interest
rate per annum determined with respect to any Interest Determination Date shall
equal the rate, adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof for negotiable certificates of deposit having
the specified Index Maturity as published in Release H.15(519) under the heading
"CDs (Secondary Market)," in the event that such rate is not published prior to
<PAGE>
20
9:00 A.M., New York City time, on the relevant Calculation Date, relating to
such Interest Determination Date, then the CD Rate with respect to such Interest
Determination Date shall be the rate (adjusted or multiplied as described above)
for negotiable certificates of deposit having the Index Maturity specified on
the face hereof as published in Composite Quotations under the heading
"Certificates of Deposit;" if by 3:00 P.M., New York City time, on such
Calculation Date such rate is not published in either H.15(519) or Composite
Quotations, the CD Rate with respect to such Interest Determination Date shall
be the arithmetic mean (adjusted or multiplied as described above) of the
secondary market offered rates, as of 10:00 A.M., New York City time, on such
Interest Determination Date, of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money center banks of the highest credit standing in the market for negotiable
certificates of deposit with a remaining maturity closest to the Index Maturity
specified on the face hereof in a denomination of U.S.$5,000,000; PROVIDED,
HOWEVER, that, if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the CD Rate with
respect to such Interest Reset Period will be the same as the CD Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
DETERMINATION OF INTEREST RATE PER ANNUM FOR FEDERAL FUNDS RATE
NOTES. If the Interest Rate Basis specified on the
<PAGE>
21
face hereof is Federal Funds Rate, the interest rate per annum determined with
respect to any Interest Determination Date shall equal the rate, adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof, on the Interest Determination Date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)." In the event that such
rate is not published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date pertaining to such Interest Determination Date, then the
Federal Funds Rate with respect to such Interest Determination Date shall be the
rate (adjusted or multiplied as described above) on such Interest Determination
Date as published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If by 3:00 P.M., New York City time, on such Calculation
Date such rate is not published in H.15(519) or Composite Quotations, the
Federal Funds Rate with respect to such Interest Determination Date shall be the
arithmetic mean (adjusted or multiplied as described above) of the rates, as of
11:00 A.M., New York City time, on such Interest Determination Date, 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; PROVIDED, HOWEVER, that if fewer than three brokers selected as
aforesaid by the Calculation Agent are quoting as mentioned in this sentence,
the Federal Funds Rate with respect to such Interest Determination Date shall be
the same as the Federal Funds Rate for the
<PAGE>
22
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
DETERMINATION OF INTEREST RATE PER ANNUM FOR J.J. KENNY RATE NOTES
If the Interest Rate Basis specified on the face hereof is J.J.
Kenny Rate, the interest rate per annum determined with respect to any Interest
Determination Date shall equal the rate, adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof, on the Interest
Determination Date for the high-grade weekly index (the "Weekly Index") on such
date made available by Kenny Information Systems ("Kenny") to the Calculation
Agent. The Weekly Index is, and shall be, based upon 30-day yield evaluations
at par of bonds, the interest of which is exempt from Federal income taxation
under the Internal Revenue Code of 1986, as amended (the "Code"), of not less
than five high-grade component issuers selected by Kenny which shall include,
without limitation, issuers of general obligation bonds. The specific issuers
included among the component issuers may be changed from time to time by Kenny
in its discretion. The bonds on which the Weekly Index is based shall not
include any bonds on which the interest is subject to a minimum tax or similar
tax under the Code, unless all tax-exempt bonds are subject to such tax. In the
event Kenny ceases to make available such Weekly Index, a successor indexing
agent will be selected by the Calculation Agent, such index to reflect the
prevailing rate for bonds rated in the highest short-term rating category by
Moody's Investors Service, Inc. and Standard & Poor's
<PAGE>
23
Ratings Group in respect of issuers most closely resembling the high-grade
component issuers selected by Kenny for its Weekly Index, the interest on which
is (A) variable on a weekly basis, (B) exempt from Federal income taxation under
the Code and (C) not subject to a minimum tax or similar tax under the Code,
unless all tax-exempt bonds are subject to such tax. If such successor indexing
agent is not available, the rate for any Interest Determination Date with
respect to J.J. Kenny Notes shall be 67% of the rate determined if the Treasury
Rate option had been originally selected. The Calculation Agent shall calculate
the J.J. Kenny Rate in accordance with the foregoing. At the request of a
Holder of a Floating Rate Note bearing interest at the J.J. Kenny Rate, the
Calculation Agent will provide such Holder with the interest rate that will
become effective as of the next Interest Reset Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR 11TH DISTRICT COST OF FUNDS RATE
NOTES
If the Interest Rate Basis specified on the face hereof is 11th
District Cost of Funds Rate, the interest rate per annum determined with respect
to any Interest Determination Date shall equal the rate, adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof, on the Interest Determination Date for the monthly weighted average cost
of funds for the calendar month immediately preceding the month in which such
Interest Determination Date falls, as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on such
Interest
<PAGE>
24
Determination Date. If such rate does not appear on Telerate Page 7058 on any
related Interest Determination Date, the 11th District Cost of Funds Rate for
such Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the 11th Federal Home Loan Bank District
that was most recently announced (the "Index") by the FHLB of San Francisco as
such cost of funds for the calendar month immediately preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such rate for the
calendar month immediately preceding such Interest Determination Date, then the
11th District Cost of Funds Rate determined as of such Interest Determination
Date will be the 11th District Cost of Funds Rate in effect on such Interest
Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CMT RATE NOTES
If the Interest Rate Basis specified on the face hereof is CMT Rate,
the interest rate per annum determined with respect to any Interest
Determination Date shall equal the rate, adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof, on the Interest
Determination Date displayed on the Designated CMT Telerate Page (as defined
below) 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 (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such Interest Determination
Date and (ii) if the Designated CMT Telerate Page is 7052, the
<PAGE>
25
week, or the month, as applicable, ended immediately preceding the week in which
the related Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index as published in the relevant H.15(519). If such
rate is no longer published, or if not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such Interest
Determination Date will be such treasury constant maturity rate for the
Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the Interest Determination Date with respect
to such Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States Department of the
Treasury that the Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and published in the
relevant H.15(519). If such information is not provided by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate for the Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity, based on the arithmetic mean of the secondary market closing
offer side prices as of approximately 3:30 P.M., New York City time, on the
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in the City of New York
<PAGE>
26
(which may include an Agent or its affiliates) selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest), and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes"), with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to maturity
of not less than such Designated CMT Maturity Index minus one year. If the
Calculation Agent cannot obtain three such Treasury Note quotations, the CMT
Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 P.M., New York City
time, on the Interest Determination Date of three Reference Dealers in The City
of New York (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated;
<PAGE>
27
PROVIDED, HOWEVER, that if fewer than three Reference Dealers selected by the
Calculation Agent are quoting as described herein, the CMT Rate will be the CMT
Rate in effect on such Interest Determination Date. If two Treasury Notes with
an original maturity as described in the third preceding sentence have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the Treasury Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated in the applicable Pricing Supplement (or
any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified in the applicable Pricing Supplement, the Designated CMT
Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
Notwithstanding the foregoing, the interest rate per annum hereon
shall not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof. The Calculation
Agent shall calculate the interest rate hereon in accordance with the foregoing
on or before each Interest Calculation Date. The Calculation Agent's
determination of the interest rate on this Note shall be final
<PAGE>
28
and binding on the Company and the Holder of this Note in the absence of
manifest error.
All percentages used in or resulting from any calculation of the rate
of interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward, and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent, with one-half cent
rounded upward.
The interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.
At the request of the Holder hereof, the Calculation Agent will
provide to the Holder hereof the interest rate hereon then in effect and, if
different, the interest rate which will become effective as a result of a
determination made on the most recent Interest Determination Date with respect
to this Note.
Interest payments hereon will include interest accrued from, and
including, the date of issue or from, and including the last date to which
interest has been paid to or duly provided for, but excluding the applicable
Interest Payment Date. Accrued interest shall be calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factors calculated for each day in the
period for which interest is being paid. Unless otherwise specified on the face
hereof, the interest factor for each such day shall be computed by dividing the
interest rate per annum applicable to such day by 360 if the
<PAGE>
29
Interest Rate Basis specified on the face hereof is Prime Rate, LIBOR,
Commercial Paper Rate, CD Rate, Federal Funds Rate, 11th District Cost of Funds
Rate or J.J. Kenny Rate or by the actual number of days in the year if the
Interest Rate Basis specified on the face hereof is Treasury Rate or CMT Rate.
The "Interest Determination Date" pertaining to an Interest Reset Date
for CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, CMT
Rate Notes, Prime Rate Notes and J.J. Kenny Rate Notes will be the second
Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for an 11th District
Cost of Funds Rate Note will be the last working day of the month immediately
preceding each Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index. The Interest
Determination Date pertaining to an Interest Reset Date for a LIBOR Note will be
the second London Banking Day preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note
will be the day of the week in which such Interest Reset Date falls on which
Treasury bills would normally be auctioned; PROVIDED, HOWEVER, that if, as
the result of a legal holiday, an auction is so held on the Friday preceding the
Interest Reset Date, such Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week;
PROVIDED, FURTHER, that if an auction falls on a day that is an Interest
Reset Date, such Interest Reset Date will be the next following Business Day.
<PAGE>
30
The "Calculation Date" pertaining to an Interest Determination Date
will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or the next succeeding Record Date after such Interest
Determination Date or, if either such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day preceding the applicable
Interest Payment Date or date of maturity, as the case may be.
Unless otherwise specified on the face hereof, if this Note is
denominated in a Specified Currency, a Holder of this Note who, in accordance
with the provisions of this Note, elects to receive payments in U.S. dollars
will receive payments of principal, premium and interest in U.S. dollars
delivered with reference to the highest bid quotation in The City of New York
received by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent unless the
Exchange Rate Agent solicited the sale of this Note on behalf of the Company)
selected by the Exchange Rate Agent for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date, in
an amount equal to the aggregate amount of the Specified Currency payable to all
Holders of Notes electing to receive U.S. dollar payments on such payment date
and at which the applicable dealer commits to execute a contract. If three such
bid quotations are not available, payments will be made in the Specified
Currency. All currency exchange costs associated with any payments in U.S.
dollars will
<PAGE>
31
be borne by the Holder of the Note by deductions from such payments.
If the principal of and any premium or interest on this Note is
payable in a Specified Currency and, due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Specified Currency
is not available or is no longer used by the government of the country issuing
such currency or for the settlement of transactions by public institutions
within the international banking community at the time of any scheduled payment
of principal, premium or interest to be made in the Specified Currency, then the
Company shall be entitled to satisfy its obligations hereunder by making such
payment in U.S. dollars. Any such payment made in U.S. dollars pursuant to the
preceding sentence shall be made on the basis of the noon buying rate in The
City of New York for cable transfers of the Specified Currency as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the second Business Day prior to such payment, or if such Market
Exchange Rate is not then available, on the basis of the most recently available
Market Exchange Rate. Any payment under such circumstances in U.S. dollars
where required payment is in a Specified Currency will not constitute a default
under the Indenture.
If the Specified Currency is in ECUs and ECUs are unavailable due to
the imposition of exchange controls or other circumstances beyond the Company's
control or are no longer used in the European Monetary System, then all payments
in respect of this Note shall be made in U.S. dollars until ECUs are again
<PAGE>
32
available or so used. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the ECU in U.S. dollars, determined
as described below, as of the second Business Day prior to the date on which
such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the currency
amounts that were components of the ECU as of the last date on which the ECU was
used in the European Monetary System. The equivalent of the ECU in U.S. dollars
shall be calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the Components shall be
determined by the Company or such agent on the basis of the most recently
available Market Exchange Rate for such Components.
If the official unit of any Component is altered by way of combination
or subdivision, the number of units of that currency as a Component shall be
divided or multiplied in the same proportion. If two or more Components are
consolidated into a single currency, the amounts of those currencies as
Components shall be replaced by an amount in such single currency equal to the
sum of the appropriate amounts of the consolidated component currencies
expressed in such single currency. If any Component is divided into two or more
currencies, the amount of the original component currency shall be replaced by
the appropriate amounts of such two or more currencies, the sum of which shall
be equal to the amount of the original component currency.
<PAGE>
33
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the principal hereof
may be declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions 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 of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
If so provided on the face of this Note, this Note may be redeemed by
the Company on and after the date so indicated on the face hereof. On and after
the date, if any, from which this Note may be redeemed, this Note may be
redeemed in whole or in part, at the option of the Company, at a redemption
price equal
<PAGE>
34
to the product of the principal amount of this Note to be redeemed multiplied by
the Redemption Percentage. The Redemption Percentage shall initially equal the
Initial Redemption Percentage specified on the face of this Note, and shall
decline at each anniversary of the initial date that this Note is redeemable by
the amount of the Annual Redemption Percentage Reduction specified on the face
of this Note, until the Redemption Percentage is equal to 100%.
If so provided on the face of this Note, this Note will be repayable
in whole or in part in increments of $1,000 or, in the case of non-U.S. dollar
denominated Notes, of an amount equal to the integral multiples specified on the
face hereof under Authorized Denominations (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination) provided that the remaining
principal amount of any Note surrendered for partial repayment shall be at least
$1,000 or, in the case of non-U.S. dollar denominated Notes, the minimum
Authorized Denomination specified on the face hereof, on any Business Day on or
after the Initial Date on which the Note is repayable at the option of the
Holder specified on the face hereof, at the option of the Holder, at the
repayment amount specified on the face hereof, plus accrued interest, if any, to
the repayment date. In order for the exercise of the option to be effective and
the Notes to be repaid, the Company must receive at the applicable address of
the Paying Agent set forth below or at such other place or places of which the
Company shall from time to time notify the Holder of the within Note, on or
before the fifteenth, but not earlier than the thirtieth day, or, if such day is
not a
<PAGE>
35
Business Day, the next succeeding Business Day, prior to the repayment date,
either (i) this Note, with the form below entitled "Option to Elect
Repayment" duly completed, or (ii) a telegram, telex, facsimile transmission,
or letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc., or a commercial bank or a trust
company in the United States of America setting forth (a) the name, address
and telephone number of the Holder of this Note, (b) the principal amount of
this Note and the amount of this Note to be repaid, (c) the certificate
number or a description of the tenor and terms of this Note, (d) a statement
that the option to elect repayment is being exercised thereby, and (e) a
guarantee stating that the Company will receive this Note, with the form
below entitled "Option to Elect Repayment" duly completed, not later than
five Business Days after the date of such telegram, telex, facsimile
transmission or letter (and this Note and form duly completed are received by
the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries are to be made is The
First National Bank of Chicago, Attention: Corporate Trust Division,
153 W. 51st Street, Eighth Floor, New York, New York 10019 (or at such other
places as the Company shall notify the Holders of the Notes). All questions
as to the validity, eligibility (including time of receipt) and acceptance of
any Note for repayment will be determined by the Company, whose determination
will be final and binding.
The Notes are issuable in global or definitive form without coupons
in denominations of $1,000 and integral multiples
<PAGE>
36
of $1,000 in excess thereof or, if the Note is denominated in a Specified
Currency, in the denominations specified on the face hereof. Upon due
presentment for registration of transfer of this Note at the office or agency of
the Company in any place where the principal of, premium, if any, and interest
on this Note are payable, a new Note or Notes in authorized denominations in
U.S. dollars or the Specified Currency, as the case may be, for an equal
aggregate principal amount and like tenor will be issued to the transferee in
exchange therefor, subject to the limitations provided in the Indenture and to
the limitations described below if applicable, without charge except for any tax
or other governmental charge imposed in connection therewith.
If this Note is a Global Note (as specified on the face hereof), this
Note is exchangeable only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Note or if at any
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in its sole
discretion determines that this Note shall be exchangeable for definitive Notes
in registered form or (z) an Event of Default, or an event which with notice or
lapse of time would be an Event of Default, with respect to the Notes
represented hereby has occurred and is continuing. If this Note is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions,
<PAGE>
37
if any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
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, premium, if any, and
interest on this Note at the places, at the respective times, at the rate and in
the currency herein prescribed.
The Company, the Trustee and any paying agent may deem and treat the
registered Holder hereof as the absolute owner of this Note at such Holder's
address as it appears on the Security Register of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or not this Note shall
be overdue), for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee nor any paying
agent shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered Holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on this
Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
<PAGE>
38
---------------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at _____________________________
_____________________________________________________________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the Holder of the within Note,
on or before the fifteenth, but not earlier than the thirtieth day, or, if such
day is not a Business Day, the next succeeding Business Day, prior to the
repayment date, (i) this Note, with this "Option to Elect Repayment" form duly
completed, or (ii) a telegram, telex, facsimile transmission, or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address, and telephone number of
the Holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid, (c) a certificate number or a description of the tenor
and terms of the Note, (d) a statement that the option to elect repayment is
being
<PAGE>
39
exercised thereby, and (d) a guarantee stating that the Note to be repaid with
the form entitled "Option to Elect Repayment" on the reverse of the Note duly
completed will be received by the Company not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to on the face hereof under
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination)) which the Holder elects to have repaid:
____________________________; and specify the denomination or denominations
(which shall be $1,000 or an integral multiple of $1,000 in excess thereof or,
if the Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the Holder for the portion of
the within Note not being repaid
<PAGE>
40
(in the absence of any such specification, one such Note will be issued for the
portion not being repaid):
___________________
Date:__________________________ ____________________________________________
Notice: The signature to this Option to
Elect Repayment must correspond with the name
as written upon the face of the Note in every
particular without alteration or enlargement
or any other change whatsoever.
_______________________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-- as tenants in common UNIF GIFT MIN ACT --_____Custodian____________
TEN ENT-- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants
in common ___________________________________
(State)
Additional abbreviations may also be used though not in the above list.
<PAGE>
41
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note and does hereby irrevocably constitute and appoint
________________________________________________________________________________
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.
Dated: ________________________
____________________________________________
___________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
<PAGE>
[Form of Face of Senior Fixed Rate Note]
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR BY ANY OTHER GOVERNMENT AGENCY.
CUSIP NO.
REGISTERED NO. FXR
BARNETT BANKS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
[INCLUDE LEGEND IF THIS IS A GLOBAL NOTE ---
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER (OTHER THAN A TRANSFER
OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER:
(AT OPTION OF THE SPECIFIED CURRENCY:
COMPANY) (if other than U.S.
dollars)
INITIAL DATE ON WHICH THIS
NOTE IS REPAYABLE AT THE
OPTION OF THE HOLDER:
INITIAL REPAYMENT INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: PERCENTAGE: (Only applicable if
Specified Currency is
other than U.S. dollars)
<PAGE>
2
ANNUAL REPAYMENT
PERCENTAGE REDUCTION:
ANNUAL REDEMPTION PERCENTAGE REDUCTION: DEFAULT RATE:
(Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS:
(Only applicable if Specified Currency
is other than U.S. dollars)
INTEREST PAYMENT DATES:
OID DEFAULT AMOUNT:
(Only applicable if Note issued at
original issue discount)
BARNETT BANKS, INC., a corporation duly organized and existing under
the laws of the State of Florida (herein called the "Company"), for value
received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of _____________________ (any coin or
currency other than U.S. dollars being hereinafter referred to as a "Specified
Currency"), on the Maturity Date specified above, or if such date is not a
Business Day (as defined below), the next succeeding Business Day, in such coin
or currency specified above as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest on said principal
sum at the rate per annum (computed on the basis of a 360-day year of twelve
30-day months) shown above, in like coin or currency, from and including the
Original Issue Date specified above or from and including the most recent
Interest Payment Date to which interest has been duly paid or provided for, on
the Interest Payment Date(s) specified above in each year and at Maturity, until
the principal sum hereof has been paid or duly provided for; PROVIDED, HOWEVER,
that the Company will make such payments in a Specified Currency indicated above
in amounts
<PAGE>
3
determined as set forth on the reverse hereof; PROVIDED, HOWEVER, that payments
of principal of, premium, if any, and interest on Notes denominated in a
Specified Currency will nevertheless be made in U.S. dollars (i) at the election
of the Holder as provided herein and (ii) at the election of the Company in the
case of imposition of exchange controls or other circumstances beyond the
control of the Company as provided herein. The first payment of interest on a
Note originally issued and dated between a Record Date (as defined below) and an
Interest Payment Date will be due and payable on the Interest Payment Date
following the next succeeding Record Date to the registered owner on such next
succeeding Record Date. Subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, the interest so payable on any Interest
Payment Date will be paid to the Person in whose name this Note is registered at
the close of business on the fifteenth calendar day (whether or not a Business
Day) next preceding such Interest Payment Date (each such date a "Record Date"),
and interest payable at Maturity will be paid to the Person to whom said
principal sum is payable.
Payment of interest on this Note due on any Interest Payment Date
(other than interest on this Note due to the Holder hereof at Maturity,
redemption or repayment) payable in U.S. dollars will be paid by check mailed to
the Person entitled thereto at his last address as it appears on the Security
Register or, at the option of the Company, by wire transfer to an account
maintained by such Person with a bank located in the United States.
Notwithstanding the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of Notes of
<PAGE>
4
like tenor and terms (or the Holder of the equivalent thereof in a Specified
Currency) shall be entitled to receive interest payments (other than at
Maturity, redemption or repayment) by wire transfer in immediately available
funds, but only if appropriate instructions have been received in writing by the
Paying Agent on or prior to the applicable Record Date for such payment of
interest. Payment of the principal of and any premium and interest on this Note
due to the Holder hereof at Maturity payable in U.S. dollars will be paid in
immediately available funds upon presentation of this Note at the corporate
trust office of The First National Bank of Chicago, as paying agent ("Paying
Agent"), in New York, New York, provided that this Note is presented to the
Paying Agent in time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures.
Payments of principal, premium, if any, and interest to be made in a
Specified Currency will be paid by wire transfer of immediately available funds
to a designated account maintained with a bank located in the country issuing
the Specified Currency as shall have been designated at least 15 calendar days
prior to the payment date by the Holder of this Note. If such wire transfer
instructions are not so provided, payments of principal of, premium, if any, and
interest on this Note will be made by check drawn upon a bank located in the
financial center in the country issuing the Specified Currency (or, if this Note
is denominated in European Currency Units ("ECUs"), a bank located in the
financial center of any country that issues a component currency).
<PAGE>
5
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Trustee at its corporate trust
office in Chicago, Illinois and, unless revoked by written notice to the Paying
Agent received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth calendar day
preceding Maturity, shall remain in effect with respect to any further payments
with respect to this Note payable to such Holder.
The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments will be borne by the Holder or Holders
of this Note in respect of which payments are made.
If the principal of and any premium or interest on this Note is
payable in a Specified Currency (other than ECUs) and such Specified Currency is
not available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions within the international banking community, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making payment
in U.S. dollars on the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein. If the principal of
and any premium and interest on this Note is payable in ECUs and ECUs are not
available due to the imposition of exchange controls or other circumstances
beyond the Company's control or
<PAGE>
6
are no longer used in the European Monetary System, then the Company will be
entitled to satisfy its obligations under this Note by making payments in U.S.
dollars on the basis of the most recently available exchange rate as specified
by the Company or its agent as provided herein.
Any Interest Payment Date which is not a Business Day shall be the
next succeeding Business Day with the same force and effect as if payment had
been made on the due date and no interest shall accrue for the period from and
after such date. Any payment of principal, premium, if any, or interest on the
Maturity of this Note which is due on any day which is not a Business Day need
not be made on such day, but may be made on the next succeeding Business Day
with the same force and effect as if made on the due date and no interest shall
accrue for the period from and after such date.
"Business Day" shall mean any day other than a Saturday or Sunday
which is not a day on which banking institutions are generally authorized or
required by law or regulation to close in The City of New York and (a) in the
event that this Note is denominated in a Specified Currency (other than ECUs),
in the financial center of the country issuing the Specified Currency and (b) if
this Note is denominated in ECUs, in the financial center of each country that
issues a component currency of the ECU and that is a non-ECU settlement day.
Additional provisions of this Note are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as though
fully set forth at this place.
<PAGE>
7
This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, BARNETT BANKS, INC. has caused this instrument
to be signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION BARNETT BANKS, INC.
This Note is one of a designated series
of Debt Securities described in the Indenture
referred to on the reverse hereof. By:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee,
Attest:
By:
Authorized Officer Assistant Secretary
[SEAL]
<PAGE>
8
[Form of Reverse of Senior Fixed Rate Note]
BARNETT BANKS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
This Note is one of a duly authorized issue of Medium-Term Notes,
Series E of the Company (hereinafter called the "Notes"), issued or to be issued
in one or more series under and pursuant to an indenture, dated as of March 16,
1995 (as supplemented or amended from time to time, the "Indenture"), duly
executed and delivered by the Company to The First National Bank of Chicago, as
Trustee (hereinafter called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face, limited in aggregate principal amount
to $500,000,000.
Unless otherwise specified on the face hereof, if this Note is
denominated in a Specified Currency, a Holder of this Note who, in accordance
with the provisions of this Note, elects to receive payments in U.S. dollars
will receive payments of principal, premium and interest in U.S. dollars
determined with reference to the highest bid quotation in The City of New York
received by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one
<PAGE>
9
of which may be the Exchange Rate Agent unless the Exchange Rate Agent solicited
the sale of this Note on behalf of the Company) selected by the Exchange Rate
Agent for the purchase by the quoting dealer of the Specified Currency for U.S.
dollars for settlement on such payment date, in an amount equal to the aggregate
amount of the Specified Currency payable to all Holders of Notes electing to
receive U.S. dollar payments on such payment date and at which the applicable
dealer commits to execute a contract. If three such bid quotations are not
available, payments will be made in the Specified Currency. All currency
exchange costs associated with any payments in U.S. dollars will be borne by the
Holder of the Note by deductions from such payments.
If the principal of and any premium or interest on this Note is
payable in a Specified Currency and, due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Specified Currency
is not available or is no longer used by the government of the country issuing
such currency or for the settlement of transactions by public institutions
within the international banking community at the time of any scheduled payment
of principal, premium or interest to be made in the Specified Currency, then the
Company shall be entitled to satisfy its obligations hereunder by making such
payment in U.S. dollars. Any such payment made in U.S. dollars pursuant to the
preceding sentence shall be made on the basis of the noon buying rate in The
City of New York for cable transfers of the Specified Currency as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate")
<PAGE>
10
on the second Business Day prior to such payment, or if such Market Exchange
Rate is not then available, on the basis of the most recently available Market
Exchange Rate. Any payment under such circumstances in U.S. dollars where
required payment is in a Specified Currency will not constitute a default under
the Indenture.
If the Specified Currency is in ECUs and ECUs are unavailable due to
the imposition of exchange controls or other circumstances beyond the Company's
control or are no longer used in the European Monetary System, then all payments
in respect of this Note shall be made in U.S. dollars until ECUs are again
available or so used. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the ECU in U.S. dollars, determined
as described below, as of the second Business Day prior to the date on which
such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the currency
amounts that were components of the ECU as of the last date on which the ECU was
used in the European Monetary System. The equivalent of the ECU in U.S. dollars
shall be calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the Components shall be
determined by the Company or such agent on the basis of the most recently
available Market Exchange Rate for such Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that
<PAGE>
11
currency as a Component shall be divided or multiplied in the same proportion.
If two or more Components are consolidated into a single currency, the amounts
of those currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the appropriate amounts of the consolidated
component currencies expressed in such single currency. If any Component is
divided into two or more currencies, the amount of the original component
currency shall be replaced by the appropriate amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
component currency.
In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions 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 of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such
<PAGE>
12
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
If so provided on the face of this Note, this Note may be redeemed
by the Company on and after the date so indicated on the face hereof. On and
after the date, if any, from which this Note may be redeemed, this Note may be
redeemed in whole or in part, at the option of the Company at a redemption price
equal to the product of the principal amount of this Note to be redeemed
multiplied by the Redemption Percentage. The Redemption Percentage shall
initially equal the Initial Redemption Percentage specified on the face of this
Note, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified on the face of this Note, until the Redemption Percentage is equal to
100%.
If so provided on the face of this Note, this Note will be repayable
in whole or in part in increments of $1,000 or, in the case of non-U.S. dollar
denominated Notes, of an amount equal to the integral multiples specified on the
face hereof under Authorized Denominations (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination) provided that the remaining
principal amount of any Note surrendered for partial repayment shall be at least
$1,000 or, in the case of Notes denominated in a Specified Currency, the minimum
Authorized Denomination specified on the face hereof, on any Business Day on
<PAGE>
13
or after the Initial Date on which this Note is repayable at the option of the
Holder specified on the face hereof, at the option of the Holder, at 100% of the
principal amount to be repaid, plus accrued interest, if any, to the repayment
date. In order for the exercise of the option to be effective and the Notes to
be repaid, the Company must receive at the applicable address of the Paying
Agent set forth below or at such other place or places of which the Company
shall from time to time notify the Holder of this Note, on or before the
fifteenth, but not earlier than the thirtieth calendar day, or, if such day is
not a Business Day, the next succeeding Business Day, prior to the repayment
date, either (i) this Note, with the form below entitled "Option to Elect
Repayment" duly completed, or (ii) a telegram, telex, facsimile transmission, or
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (a) the name, address, and
telephone number of the Holder of this Note, (b) the principal amount of this
Note and the amount of this Note to be repaid, (c) the certificate number or a
description of the tenor and terms of this Note, (d) a statement that the option
to elect repayment is being exercised thereby, and (e) a guarantee stating that
the Company will receive this Note, with the form below entitled "Option to
Elect Repayment" duly completed, not later than five Business Days after the
date of such telegram, telex, facsimile transmission, or letter (and this Note
and form duly completed are received by the Company by such fifth Business
Any such election shall be irrevocable. The address to which such
<PAGE>
14
deliveries are to be made is The First National Bank of Chicago, Attention:
Corporate Trust Division, 153 W. 51st Street, Eighth Floor, New York, New
York 10019 (or at such other places as the Company shall notify the Holders
of the Notes). All questions as to the validity, eligibility (including time
of receipt) and acceptance of any Note for repayment will be determined by
the Company, whose determination will be final and binding.
The Notes are issuable in global or definitive form without coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof or,
if the Note is denominated in a Specified Currency, in the denominations
specified on the face hereof. Upon due presentment for registration of transfer
of this Note at the office or agency of the Company in any place where the
principal of, premium, if any, and interest on this Note are payable, a new Note
or Notes in authorized denominations in U.S. dollars or the Specified Currency,
as the case may be, for an equal aggregate principal amount and like tenor will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge imposed in
connection therewith.
If this Note is a Global Note (as specified on the face hereof), this
Note is exchangeable only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Note or if at any
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in
<PAGE>
15
its sole discretion determines that this Note shall be exchangeable for
definitive Notes in registered form or (z) an Event of Default, or an event
which with notice or lapse of time would be an Event of Default, with respect to
the Notes represented hereby has occurred and is continuing. If this Note is
exchangeable pursuant to the preceding sentence, it shall be exchangeable for
definitive Notes in registered form, bearing interest (if any) at the same rate
or pursuant to the same formula, having the same date of issuance, redemption
provisions, if any, Specified Currency, Stated Maturity and other terms and of
differing denominations aggregating a like amount.
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, premium, if any, and
interest on this Note at the places, at the respective times, at the rate and in
the currency herein prescribed.
The Company, the Trustee and any paying agent may deem and treat the
Holder hereof as the absolute owner of this Note at such Holder's address as it
appears on the Security Register as kept by the Trustee or duly authorized agent
of the Company (whether or not this Note shall be overdue), for the purpose of
receiving payment of or on account hereof and for all other purposes, and
neither the Company nor the Trustee nor any paying agent shall be affected by
any notice to the contrary. All payments made to or upon the order of such
registered Holder shall, to the extent of the sum or sums paid, effectually
satisfy and discharge liability for moneys payable on this Note.
<PAGE>
16
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
<PAGE>
17
----------------------------------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at ________________________
______________________________________________________________________.
(Please print or typewrite name and address of the undersigned.)
For this Note to be repaid the Company must receive at the applicable
address of the Paying Agent set forth above or at such other place or places of
which the Company shall from time to time notify the Holder of the within Note,
on or before the fifteenth, but not earlier than the thirtieth, calendar day,
or, if such day is not a Business Day, the next succeeding Business Day, prior
to the repayment date, (i) this Note, with this "Option to Elect Repayment" form
duly completed, or (ii) a telegram, telex, facsimile transmission, or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address, and telephone number of
the Holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid, (c) the certificate number or a description of the tenor
and terms of this Note, (d) a statement that the option to elect
<PAGE>
18
repayment is being exercised thereby, and (e) a guarantee stating that the Note
to be repaid with the form entitled "Option to Elect Repayment" on the reverse
of the Note duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission, or
letter (and such Note and form duly completed are received by the Company by
such fifth Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples specified on the face hereof under
Authorized Denominations (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination)) which the Holder elects to have repaid:
_____________________________; and specify the denomination or denominations
(which shall be $1,000 or an integral multiple of $1,000 in excess thereof or,
if the Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the Holder for the portion of
the within Note not being repaid (in the absence of any specification, one such
Note will be issued for the portion not being repaid):
____________________________
Date:_______________________ ___________________________________________
Notice: The signature to this Option to
Elect Repayment must correspond with the name
as written upon the face of the Note in every
particular without alteration or enlargement
or any other change whatsoever.
___________________________________
<PAGE>
19
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-- as tenants in common UNIF GIFT MIN ACT--_____Custodian____________
TEN ENT-- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint with right of survivorship Under Uniform Gifts to Minors
Act
and not as tenants in common _________________________________
(State)
Additional abbreviations may also be used though not in the above list.
<PAGE>
20
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note and does hereby irrevocably constitute and appoint
________________________________________________________________________________
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.
Dated: ________________
_______________________________________
____________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
<PAGE>
[Form of Face of Subordinated Floating Rate Note]
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR BY ANY OTHER GOVERNMENT AGENCY.
CUSIP NO.
REGISTERED NO. FLR
BARNETT BANKS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
[INCLUDE LEGEND IF THIS IS A GLOBAL NOTE ---
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER (OTHER THAN A TRANSFER
OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS
NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: MATURITY DATE:
INTEREST RATE BASIS: INDEX MATURITY: SPECIFIED CURRENCY:
(if other than U.S. dollars)
REDEEMABLE ON OR AFTER
(AT OPTION OF COMPANY): SPREAD MULTIPLIER: SPREAD: +
-
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INTEREST PAYMENT PERIOD:
<PAGE>
2
EXCHANGE RATE AGENT: INITIAL REDEMPTION INTEREST RESET PERIOD:
(Only applicable if PERCENTAGE:
Specified Currency is
other than U.S. Dollars)
CALCULATION AGENT: INTEREST RESET DATE:
INITIAL DATE ON WHICH ALTERNATIVE RATE EVENT
THIS NOTE IS REPAYABLE SPREAD:
AT THE OPTION OF THE
HOLDER:
INITIAL REPAYMENT
PERCENTAGE:
ANNUAL REPAYMENT
PERCENTAGE REDUCTION:
INTEREST PAYMENT DATES: ANNUAL REDEMPTION
PERCENTAGE REDUCTION:
CALCULATION DATES: AUTHORIZED DENOMINATIONS:
(Only applicable if Specified
Currency is other than U.S.
dollars)
INTEREST DETERMINATION
DATES:
BARNETT BANKS, INC., a corporation duly organized and existing under
the laws of the State of Florida (herein called the "Company"), for value
received, hereby promises to pay to ____________________________, or registered
assigns, the principal sum of __________________________________________ (any
coin or currency other than U.S. dollars being hereinafter referred to as a
"Specified Currency"), on the Maturity Date specified above, or if such date is
not a Business Day, the next succeeding Business Day (the "Maturity Date"), in
such coin or currency specified above as at the time of payment shall be legal
tender for the payment of public and private debts, and to pay interest
commencing with the Original Issue Date specified above or from and including
the most recent Interest Payment Date to which interest has been duly paid or
provided for monthly, quarterly, semi-annually or annually as specified above
under "Interest Payment Period," on the Interest Payment Dates specified above
and at Maturity, on said principal sum, in like
<PAGE>
3
coin or currency, at a rate per annum equal to the Initial Interest Rate
specified above until the first Interest Reset Date specified above following
the Original Issue Date specified above and thereafter at a rate per annum
determined in accordance with the provisions on the reverse hereof under the
heading "Determination of Interest Rate Per Annum for Prime Rate Notes,"
"Determination of Interest Rate Per Annum for LIBOR Notes," "Determination of
Interest Rate Per Annum for Treasury Rate Notes," "Determination of Interest
Rate Per Annum for Commercial Paper Notes, "Determination of Interest Rate Per
Annum for CD Rate Notes," "Determination of Interest Rate Per Annum for Federal
Funds Rate Notes," "Determination of Interest Rate Per Annum for CMT Rate
Notes," "Determination of Interest Rate Per Annum for 11th District Cost of
Funds Rate Notes," or "Determination of Interest Rate Per Annum for J.J. Kenny
Rate Notes," depending upon whether the Interest Rate Basis is Prime Rate,
LIBOR, Treasury Rate, Commercial Paper Rate, CD Rate, Federal Funds Rate, CMT
Rate, 11th District Cost of Funds Rate or J.J. Kenny Rate as specified above;
PROVIDED, HOWEVER, that if any Interest Payment Date specified above would
otherwise fall on a day that is not a Business Day (as defined herein), such
Interest Payment Date will be the following day that is a Business Day, except
that in the event that the Interest Rate Basis for this Note is LIBOR, if such
day falls in the next calendar month, such Interest Payment Date will be the
immediately preceding day that is a Business Day; PROVIDED, FURTHER, that the
Company will make such payments in a Specified Currency in the Specified
Currency specified above in amounts
<PAGE>
4
determined as set forth on the reverse hereof; PROVIDED, HOWEVER, that payments
of principal (and premium, if any) and interest on Notes denominated in other
than U.S. dollars will nevertheless be made in U.S. dollars (i) at the election
of the Holder as provided herein and (ii) at the election of the Company in the
case of imposition of exchange controls or other circumstances beyond the
control of the Company as provided herein. Interest on this Note shall accrue
(a) if the rate at which interest on this Note is payable shall be adjusted
monthly, quarterly, semi-annually or annually, as specified above under
"Interest Rate Reset Period" and as determined in accordance with the provisions
on the reverse hereof, from the Interest Payment Date next preceding the date of
this Note to which interest has been paid, unless the date hereof is an Interest
Payment Date to which interest has been paid, in which case from the date of
this Note, or unless no interest has been paid on this Note, in which case from
the Original Issue Date specified above, until payment of said principal sum has
been made or duly provided for or (b) if the rate at which interest on this Note
is payable shall be adjusted weekly, as specified above under "Interest Rate
Reset Period" and as determined in accordance with the provisions on the reverse
hereof, from the last date to which interest has been paid, unless the date
hereof is a Record Date through which interest has been paid, in which case from
the day after the date of this Note, or unless no interest has been paid on this
Note, in which case from the Original Issue Date specified above, until payment
of said principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the Original Issue Date is
<PAGE>
5
after any Record Date preceding any Interest Payment Date and before such
Interest Payment Date, interest on this Note shall accrue from such Interest
Payment Date unless the rate at which interest on this Note is payable shall be
adjusted weekly, as provided above under "Interest Rate Reset Period" and as
determined in accordance with the provisions on the reverse hereof, in which
case interest on this Note shall accrue from and including the last date to
which interest has been paid or duly provided for to and including such Record
Date, or, in either case, if no interest has been paid on this Note, from the
Original Issue Date specified above. Subject to certain exceptions provided in
the Indenture referred to on the reverse hereof, the interest so payable on any
Interest Payment Date will be paid to the Person in whose name this Note is
registered at the close of business on the Record Date next preceding such
Interest Payment Date, and interest payable at Maturity will be paid to the
Person to whom said principal sum is payable; PROVIDED, HOWEVER, that the first
payment of interest on a Note originally issued between a Record Date and an
Interest Payment Date will be made on the Interest Payment Date following the
next succeeding Record Date to the registered owner on such next succeeding
Record Date. "Record Date" shall mean the fifteenth day (whether or not a
Business Day) prior to any Interest Payment Date. "Business Day" shall mean any
day other than a Saturday or Sunday which is not a day on which banking
institutions are generally authorized or required by law or regulation to close
in The City of New York and (a) in the event that the Interest Rate Basis for
this Note is LIBOR, in the City of London, (b) in the
<PAGE>
6
event that this Note is denominated in a Specified Currency (other than European
Currency Units ("ECUs")), in the financial center of the country issuing the
Specified Currency and (c) if this Note is denominated in ECUs, in the financial
center of each country that issues a component currency of the ECU and that is
not a non-ECU settlement day. "London Banking Day" shall mean any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
This Note is subordinate and junior in right of payment, to the
extent set forth in the Indenture, to all Senior Indebtedness (as hereinafter
defined) of the Company.
Payment of interest on this Note due on any Interest Payment Date
(other than interest on this Note due to the Holder hereof at Maturity,
redemption or repayment) payable in U.S. dollars will be made by check mailed to
the Person entitled thereto at his last address as it appears on the Security
Register or, at the option of the Company, by wire transfer to an account
maintained by such Person with a bank located in the United States.
Notwithstanding the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of Notes of like tenor and terms (or the Holder of the
equivalent thereof in a Specified Currency other U.S. dollars) shall be entitled
to receive interest payments (other than at Maturity, redemption or repayment)
by wire transfer in immediately available funds, but only if appropriate
instructions have been received in writing by the Paying Agent on or prior to
the applicable Record Date for such payment of interest. Payment of the
principal of, and any premium and interest on this Note due to the Holder hereof
at
<PAGE>
7
Maturity payable in U.S. dollars will be made in immediately available funds
upon presentation of this Note at the corporate trust office of Chemical Bank,
as paying agent ("Paying Agent"), in New York, New York, provided that this Note
is presented to the Paying Agent in time for the Paying Agent to make such
payments in such funds in accordance with its normal procedures.
Payments of principal, premium, if any, and interest to be made in a
Specified Currency will be paid by wire transfer of immediately available funds
to a designated account maintained with a bank located in the country issuing
the Specified Currency as shall have been designated at least 15 calendar days
prior to the payment date by the Holder of this Note. If such wire transfer
instructions are not so provided, payments of principal of, premium, if any, and
interest on this Note will be made by check drawn upon a bank located in the
financial center in the country issuing the Specified Currency (or, if this Note
is denominated in ECUs, a bank located in the financial center of any country
that issues a component currency).
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Trustee at its corporate trust
office in New York, New York and, unless revoked by written notice to the Paying
Agent received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth calendar day
preceding Maturity, shall remain in effect with respect to any further payments
with respect to this Note payable to such Holder.
<PAGE>
8
The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments will be borne by the Holder or Holders
of this Note in respect of which payments are made.
If the principal of, and any premium or interest on, this Note is
payable in a Specified Currency (other than ECUs) and such Specified Currency is
not available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions within the international banking community, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making payment
in U.S. dollars on the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein. If the principal of
and any premium and interest on this Note is payable in ECUs and ECUs are not
available due to the imposition of exchange controls or other circumstances
beyond the Company's control or are no longer used in the European Monetary
System, then the Company will be entitled to satisfy its obligations under this
Note by making payments in U.S. dollars on the basis of the most recently
available exchange rate as specified by the Company or its agent as provided
herein.
Any Interest Payment Date which is not a Business Day shall be the
next succeeding Business Day with the same force and effect as if payment had
been made on the due date and no interest shall accrue for the period from and
after such date;
<PAGE>
9
PROVIDED, HOWEVER, that if the Interest Rate Basis of this Note is LIBOR and if
such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding day which is a Business Day.
Any payment of principal, premium, if any, or interest on the Maturity of
this Note which is due on any day which is not a Business Day need not be made
on such day, but may be made on the next succeeding Business Day with the same
force and effect as if made on the due date and no interest shall accrue for the
period from and after such date.
Additional provisions of this Note are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to on the reverse hereof.
<PAGE>
10
IN WITNESS WHEREOF, BARNETT BANKS, INC. has caused this instrument
to be signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION BARNETT BANKS, INC.
This Note is one of a designated series
of Securities described in the Indenture
referred to on the reverse hereof By:
CHEMICAL BANK, as Trustee,
Attest:
By:
Authorized Officer Secretary
[SEAL]
<PAGE>
11
[Form of Reverse of Subordinated Floating Rate Note]
BARNETT BANKS, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
This Note is one of a duly authorized issue of Medium-Term Notes,
Series E of the Company (hereinafter called the "Notes"), issued or to be issued
in one or more series under and pursuant to an indenture, dated as of March 16,
1995 (as supplemented or amended from time to time, the "Indenture"), duly
executed and delivered by the Company to Chemical Bank, as Trustee (hereinafter
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series
designated on the face hereof, limited in aggregate principal amount to
$500,000,000.
This Note is a direct, unsecured obligation of the Company and ranks
pari passu with all outstanding subordinated indebtedness of the Company.
This Note is subordinate and junior in right of payment, to the
extent set forth in the Indenture, to all Senior Indebtedness of the Company.
In the event that the Company shall default in the payment of any principal of
or interest on any Senior Indebtedness when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by
<PAGE>
12
declaration or otherwise, then, unless and until such default shall have been
cured or waived or shall have ceased to exist, no direct or indirect payment (in
cash, property, securities, by set-off or otherwise) will be made or agreed to
be made for principal of or interest on the Notes, or in respect of any
redemption, retirement, purchase or other acquisition of any of the Notes.
"Senior Indebtedness" means (i) the principal of and premium, if any, and
interest on all indebtedness of the Company for money borrowed, whether
outstanding on the date of execution of the Indenture or thereafter created,
assumed or incurred, except (x) obligations evidenced by the Subordinated
Securities, (y) the Company's existing subordinated indebtedness, and (z) such
other indebtedness of the Company as is by its terms expressly stated to be not
superior in right of payment to the Subordinated Securities, or to rank pari
passu in right of payment with the Subordinated Securities, (ii) whether
outstanding on March 16, 1995 or thereafter created, assumed or incurred, all
indebtedness of the Company for claims in respect of derivative products such as
interest and foreign exchange rate contracts, commodity contracts and similar
arrangements, other than obligations which, by their terms, are expressly stated
(x) to be not superior in right of payment to the Subordinated Securities or (y)
to rank pari passu in right of payment with the Subordinated Securities and
(iii) any deferrals, renewals or extensions of any such Senior Indebtedness.
The term "indebtedness of the Company for money borrowed" means any obligation
of, or any obligation guaranteed by, the Company for the repayment of money
borrowed, whether or not evidenced by
<PAGE>
13
bonds, debentures, notes or other written instruments, and any deferred
obligation for payment of the purchase price of property or assets. The term
"claim" has the meaning assigned thereto in Section 101(4) of the Bankruptcy
Code of 1978, as amended and in effect on March 16, 1995.
In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company, its creditors or its property, (ii) any
proceeding for the liquidation, dissolution or other winding up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (iii) any assignment by the Company for the benefit of creditors or
(iv) any other marshalling of the assets of the Company, all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) will first be paid in full before any payment or distribution,
whether in cash, securities or other property, is made on account of the
principal of or interest on the Notes. In such event, any payment or
distribution on account of the principal of or interest on the Notes, whether in
cash, securities or other property (other than securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Notes, to the payment of all Senior
Indebtedness at the time outstanding, and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), which would
otherwise (but for
<PAGE>
14
the subordination provisions) be payable or deliverable in respect of the Notes
will be paid or delivered directly to the holders of Senior Indebtedness in
accordance with the priorities then existing among such holders until all Senior
Indebtedness (including any interest thereon accruing after the commencement of
any such proceedings) has been paid in full. If any payment or distribution on
account of the principal of or interest on the Notes of any character or any
security, whether in cash, securities or other property (other than securities
of the Company or any other corporation provided for by a plan or reorganization
or readjustment the payment of which is subordinate, at least to the extent
provided in the subordination provisions with respect to the Notes, to the
payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), shall be received by any Holder of any Notes in contravention of
any of the terms of the Indenture and before all the Senior Indebtedness shall
have been paid in full, such payment or distribution or security will be
received in trust for the benefit of, and will be paid over or delivered and
transferred to, the holders of the Senior Indebtedness at the time outstanding
in accordance with the priorities then existing among such holders for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all such Senior Indebtedness in full. In the event of
any such proceeding, after payment in full of all sums owing with respect to
Senior Indebtedness, the Holders of Notes, together with the holders of any
obligation of the Company ranking on a parity with
<PAGE>
15
the Notes, will be entitled to be repaid from the remaining assets of the
Company the amounts at that time due and owing on account of unpaid principal of
or any premium and interest on the Notes and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or obligations of the Company ranking
junior to the Notes and such other obligations. By reason of such
subordination, in the event of the insolvency of the Company, holders of Senior
Indebtedness may receive more, ratably, and Holders of the Notes having a claim
pursuant to such Notes may receive less, ratably, than the other creditors of
the Company. Such subordination will not prevent the occurrence of an Event of
Default in respect of the Notes.
Unless otherwise specified on the face hereof, the rate of interest
on this Note will be reset daily, weekly, monthly, quarterly, semiannually or
annually (such period being the "Interest Reset Period", and the first day of
each Interest Reset Period being an "Interest Reset Date"). Unless otherwise
specified on the face hereof, the Interest Reset Date will be, in case this Note
resets daily, each Business Day; in case this Note resets weekly (unless the
Treasury Rate is specified as the Interest Rate Basis on the face hereof), the
Wednesday of each week; in case of Treasury Rate Notes which reset weekly, the
Tuesday of each week, except as provided below; in case this Note resets monthly
(other than 11th District Cost of Funds Rate Notes), the third Wednesday of each
month; in the case of 11th District Cost of Funds Rate Notes which reset
monthly, the first calendar day of each month; in case this Note resets
quarterly,
<PAGE>
16
the third Wednesday of March, June, September and December; in case this Note
resets semiannually, the third Wednesday of two months of each year, specified
on the face hereof; and in case this Note resets annually, the third Wednesday
of one month of each year, specified on the face hereof; PROVIDED, HOWEVER, that
the interest rate in effect from the date of issue to the first Interest Reset
Date shall be the Initial Interest Rate specified on the face hereof. If any
Interest Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next succeeding Business Day,
except that if the Interest Rate Basis of this Note is LIBOR and if such
Business Day is the next succeeding calendar month, such Interest Reset Date
shall be the next preceding Business Day. Subject to applicable provisions of
law and except as specified herein, on each Interest Reset Date, the rate of
interest on this Note shall be the rate determined with respect to the Interest
Determination Date next preceding such Interest Reset Date in accordance with
the provisions of the applicable heading below.
DETERMINATION OF INTEREST RATE PER ANNUM FOR PRIME RATE NOTES. If
the Interest Rate Basis specified on the face hereof is Prime Rate, the interest
rate per annum determined with respect to any Interest Determination Date shall
equal the rate, adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof, set forth in "Statistical Release H.15(519),
Selected Interest Rates", published by the Board of Governors of the Federal
Reserve System or any successor publication published by the Board of Governors
<PAGE>
17
of the Federal Reserve System ("H.15(519)") under the heading "Bank Prime
Loan". In the event that such rate is not published prior to 9:00 A.M., New
York City time, on the relevant Calculation Date, then the Prime Rate with
respect to such Interest Determination Date will be the arithmetic mean
(adjusted or multiplied as described above) of the rates of interest publicly
announced by each bank that appears on the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as
may replace the USPRIME1 page on that service for the purpose of displaying
prime rates or base lending rates of major United States banks) ("Reuters
Screen USPRIME1 Page") as such bank's prime rate or base lending rate as in
effect for such Interest Determination Date as quoted on the Reuters Screen
USPRIME1 Page on such Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen USPRIME1 Page on such Interest
Determination Date, the Prime Rate will be the arithmetic mean (adjusted or
multiplied as described above) of the prime rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of the close
of business on such Interest Determination Date by at least two of three
major money center banks in The City of New York selected by the Calculation
Agent from which quotations are requested. If fewer than two quotations are
provided, the Prime Rate shall be determined as the arithmetic mean (adjusted
or multiplied as described above) on the basis of the prime rates in The City
of New York by the appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United States, or any
State thereof, in each case having total
<PAGE>
18
equity capital of at least U.S. $500 million and being subject to supervision or
examination by federal or state authority, selected by the Calculation Agent to
quote such rate or rates. If in any month or two consecutive months the Prime
Rate is not published in H.15(519) and the banks or trust companies selected as
aforesaid are not quoting as mentioned in the preceding sentence, the "Prime
Rate" for such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate). If this failure continues over three
or more consecutive months, the Prime Rate for each succeeding Interest
Determination Date until Maturity of this Note or, if earlier, until this
failure ceases, shall be LIBOR determined as if such Prime Rate Notes were LIBOR
Notes, and the Spread, if any, shall be the number of basis points specified in
the applicable Pricing Supplement as the "Alternative Rate Event Spread."
DETERMINATION OF INTEREST RATE PER ANNUM FOR LIBOR NOTES. If the
Interest Rate Basis specified on the face hereof is LIBOR, the interest rate per
annum determined with respect to any Interest Determination Date shall equal
[the rate for deposits in U.S. dollars having the Index Maturity specified on
the face hereof which appears on the Telerate Page 3750 (as defined below) as of
11:00 a.m., London time, on such Interest Determination Date ("LIBOR-Telerate")]
[the arithmetic mean of the offered rates for deposits in U.S. dollars having
the Index Maturity specified on the face hereof which appear on the Reuters
Screen LIBO Page (as defined below) as of 11:00 a.m., London
<PAGE>
19
time, on such Interest Determination Date, provided that at least two such
offered rates appear on the Reuters Screen LIBO Page ("LIBO-Reuters")].
If on any Interest Determination Date [where LIBOR-Telerate applies,
the rate for deposits in U.S. dollars having the applicable Index Maturity does
not appear on the Telerate Page 3750 as specified above] [where LIBOR-Reuters
applies, fewer than two offered rates for deposits in U.S. dollars having the
applicable Index Maturity appear on the Reuters Screen LIBO Page as specified
above], LIBOR will be determined on the basis of the rates at which deposits in
U.S. dollars are offered by four major banks in the London interbank market
selected by the Calculation Agent at approximately 11:00 a.m., London time, on
such Interest Determination Date to prime banks in the London interbank market
having the Index Maturity specified on the face hereof and in a principal amount
equal to an amount that is representative for a single transaction in such
market at such time. The Calculation Agent 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, LIBOR in respect of such Interest Determination
Date will be the arithmetic mean of the rates quoted by three major banks in The
City of New York, selected by the Calculation Agent, at approximately 11:00
a.m., New York City time, on such Interest Determination Date for loans in U.S.
dollars to leading European banks, having the Index Maturity specified on the
face hereof and in a principal amount
<PAGE>
20
equal to an amount that is representative for a single transaction in such
market at such time; PROVIDED, HOWEVER, that if the banks selected as aforesaid
by the Calculation Agent are not quoting as described in this sentence, LIBOR
with respect to such Interest Determination Date shall be the same as LIBOR for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the Initial Interest Rate).
"Telerate Page 3750" means the display page designated as page 3750
on the Dow Jones Telerate Service (or such other page as may replace page 3750
on that service for the purpose of displaying London interbank offered rates).
"Reuters Screen LIBO Page" means the display page designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service for the purpose of displaying London
interbank offered rates).
DETERMINATION OF INTEREST RATE PER ANNUM FOR TREASURY RATE NOTES.
If the Interest Rate Basis specified on the face hereof is Treasury Rate, the
interest rate per annum determined with respect to any Interest Determination
Date shall equal the rate for the auction held on such date of direct
obligations of the United States ("Treasury Bills") having the Index Maturity
specified on the face hereof as published in H.15(519), under the heading
"Treasury Bills-auction average (investment)" or, if not so published by 9:00
A.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the auction average rate on such Interest Determination Date
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
<PAGE>
21
applicable, and applied on a daily basis) as otherwise reported by the United
States Department of the Treasury, in either case, adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
In the event that the results of the auctions of Treasury Bills having the Index
Maturity specified on the face hereof are not published or announced as provided
above by 3:00 P.M., New York City time, on such Calculation Date or if no such
auction is held on such Interest Determination Date, then the interest rate per
annum with respect to such Calculation Date shall be a yield to Maturity
(expressed as a bond equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean (adjusted or
multiplied as described above) of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Interest Determination
Date, of three leading primary United States government securities dealers in
The City of New York selected by the Calculation Agent for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified on the
face hereof, adjusted or multiplied as described above; PROVIDED, HOWEVER, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting
bid rates as described in this sentence, the interest rate per annum hereon with
respect to such Interest Determination Date shall be the same as the Treasury
Rate for the immediately preceding Interest Reset Period (or, if there was no
such Interest Reset Period, the Initial Interest Rate).
<PAGE>
22
DETERMINATION OF INTEREST RATE PER ANNUM FOR COMMERCIAL PAPER RATE
NOTES. If the Interest Rate Basis specified on the face hereof is Commercial
Paper Rate, the interest rate per annum determined with respect to any Interest
Determination Date shall equal (a) the Money Market Yield (as defined herein) of
the rate on such Interest Determination Date for commercial paper having the
Index Maturity specified on the face hereof, (i) as such rate is published in
H.15(519), under the heading "Commercial Paper," or (ii) if such rate is not
published on or prior to 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, as published by the Federal
Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities" ("Composite Quotations"), under the
heading "Commercial Paper," or (b) if by 3:00 P.M., New York City time, on such
Calculation Date, such rate is not published in either of such publications, the
Money Market Yield of the arithmetic mean of the offered rates, as of 11:00
A.M., New York City time, on such Interest Determination Date, of three leading
dealers of commercial paper in The City of New York selected by the Calculation
Agent for commercial paper having the Index Maturity specified on the face
hereof placed for industrial issuers whose bond rating is "AA", or the
equivalent, from a nationally recognized rating agency, in each of the above
cases adjusted by the addition or subtraction of the Spread, if any, specified
on the face hereof, or by multiplication by the Spread Multiplier, if any,
specified on the face hereof; PROVIDED, HOWEVER, that if fewer than three such
dealers are quoting as described above, the interest rate per annum hereon
<PAGE>
23
with respect to such Interest Determination Date will be the same as the
Commercial Paper Rate for the immediately preceding Interest Reset Period (or,
if there was no such Interest Reset Period, the Initial Interest Rate).
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 X D
----------------------------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CD RATE NOTES. If the
Interest Rate Basis specified on the face hereof is CD Rate, the interest rate
per annum determined with respect to any Interest Determination Date shall equal
the rate, adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof for negotiable certificates of deposit having
the specified Index Maturity as published in Release H.15(519) under the heading
"CDs (Secondary Market)," in the event that such rate is not published prior to
9:00 A.M., New York City time, on the relevant Calculation Date, relating to
such Interest Determination Date, then the CD Rate with respect to such Interest
Determination Date shall be the rate (adjusted or multiplied as described above)
for negotiable certificates of deposit having the Index Maturity specified on
the face hereof as published in Composite Quotations under the
<PAGE>
24
heading "Certificates of Deposit;" if by 3:00 P.M., New York City time, on such
Calculation Date such rate is not published in either H.15(519) or Composite
Quotations, the CD Rate with respect to such Interest Determination Date shall
be the arithmetic mean (adjusted or multiplied as described above) of the
secondary market offered rates, as of 10:00 A.M., New York City time, on such
Interest Determination Date, of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money center banks of the highest credit standing in the market for negotiable
certificates of deposit with a remaining maturity closest to the Index Maturity
specified on the face hereof in a denomination of U.S. $5,000,000; PROVIDED,
HOWEVER, that, if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the CD Rate with
respect to such Interest Reset Period will be the same as the CD Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
DETERMINATION OF INTEREST RATE PER ANNUM FOR FEDERAL FUNDS RATE
NOTES. If the Interest Rate Basis specified on the face hereof is Federal Funds
Rate, the interest rate per annum determined with respect to any Interest
Determination Date shall equal the rate, adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof, on the Interest
Determination Date for Federal Funds
<PAGE>
25
as published in H.15(519) under the heading "Federal Funds (Effective)." In the
event that such rate is not published prior to 9:00 A.M., New York City time, on
the relevant Calculation Date pertaining to such Interest Determination Date,
then the Federal Funds Rate with respect to such Interest Determination Date
shall be the rate (adjusted or multiplied as described above) on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/Effective Rate." If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not published in H.15(519) or Composite
Quotations, the Federal Funds Rate with respect to such Interest Determination
Date shall be the arithmetic mean (adjusted or multiplied as described above) of
the rates, as of 11:00 A.M., New York City time, on such Interest Determination
Date, 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; PROVIDED, HOWEVER, that if fewer than three brokers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the Federal Funds Rate with respect to such Interest Determination
Date shall be the same as the Federal Funds Rate for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period, the
Initial Interest Rate).
DETERMINATION OF INTEREST RATE PER ANNUM FOR J.J. KENNY RATE NOTES
If the Interest Rate Basis specified on the face hereof is J.J.
Kenny Rate, the interest rate per annum determined with respect to any Interest
Determination Date shall equal the rate,
<PAGE>
26
adjusted by the addition or subtraction of the Spread, if any, specified on the
face hereof, or by multiplication by the Spread Multiplier, if any, specified on
the face hereof, on the Interest Determination Date for the high-grade weekly
index (the "Weekly Index") on such date made available by Kenny Information
Systems ("Kenny") to the Calculation Agent. The Weekly Index is, and shall be,
based upon 30-day yield evaluations at par of bonds, the interest of which is
exempt from Federal income taxation under the Internal Revenue Code of 1986, as
amended (the "Code"), of not less than five high-grade component issuers
selected by Kenny which shall include, without limitation, issuers of general
obligation bonds. The specific issuers included among the component issuers may
be changed from time to time by Kenny in its discretion. The bonds on which the
Weekly Index is based shall not include any bonds on which the interest is
subject to a minimum tax or similar tax under the Code, unless all tax-exempt
bonds are subject to such tax. In the event Kenny ceases to make available such
Weekly Index, a successor indexing agent will be selected by the Calculation
Agent, such index to reflect the prevailing rate for bonds rated in the highest
short-term rating category by Moody's Investors Service, Inc. and Standard &
Poor's Ratings Group in respect of issuers most closely resembling the
high-grade component issuers selected by Kenny for its Weekly Index, the
interest on which is (A) variable on a weekly basis, (B) exempt from Federal
income taxation under the Code and (C) not subject to a minimum tax or similar
tax under the Code, unless all tax-exempt bonds are subject to such tax. If
such successor indexing agent is not available, the rate for any
<PAGE>
27
Interest Determination Date with respect to J.J. Kenny Notes shall be 67% of the
rate determined if the Treasury Rate option had been originally selected. The
Calculation Agent shall calculate the J.J. Kenny Rate in accordance with the
foregoing. At the request of a Holder of a Floating Rate Note bearing interest
at the J.J. Kenny Rate, the Calculation Agent will provide such Holder with the
interest rate that will become effective as of the next Interest Reset Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR 11TH DISTRICT COST OF FUNDS RATE
NOTES
If the Interest Rate Basis specified on the face hereof is 11th
District Cost of Funds Rate, the interest rate per annum determined with respect
to any Interest Determination Date shall equal the rate, adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof, on the Interest Determination Date for the monthly weighted average cost
of funds for the calendar month immediately preceding the month in which such
Interest Determination Date falls, as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 A.M., San Francisco time, on such
Interest Determination Date. If such rate does not appear on Telerate Page 7058
on any related Interest Determination Date, the 11th District Cost of Funds Rate
for such Interest Determination Date shall be the monthly weighted average cost
of funds paid by member institutions of the 11th Federal Home Loan Bank District
that was most recently announced (the "Index") by the FHLB of San Francisco as
such cost of funds for the calendar month
<PAGE>
28
immediately preceding the date of such announcement. If the FHLB of San
Francisco fails to announce such rate for the calendar month immediately
preceding such Interest Determination Date, then the 11th District Cost of Funds
Rate determined as of such Interest Determination Date will be the 11th District
Cost of Funds Rate in effect on such Interest Determination Date.
DETERMINATION OF INTEREST RATE PER ANNUM FOR CMT RATE NOTES
If the Interest Rate Basis specified on the face hereof is CMT Rate,
the interest rate per annum determined with respect to any Interest
Determination Date shall equal the rate, adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, or by multiplication by the
Spread Multiplier, if any, specified on the face hereof, on the Interest
Determination Date displayed on the Designated CMT Telerate Page (as defined
below) 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 (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such Interest Determination
Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the
month, as applicable, ended immediately preceding the week in which the related
Interest Determination Date occurs. If such rate is no longer displayed on the
relevant page, or if not displayed by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for such Interest Determination Date
will be such treasury constant maturity rate for the Designated CMT Maturity
Index as published in the
<PAGE>
29
relevant H.15(519). If such rate is no longer published, or if not published by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related Calculation Date, then
the CMT Rate for the Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of approximately 3:30 P.M.,
New York City time, on the Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in the City of New York (which
may include an Agent or its affiliates) selected by the Calculation Agent (from
five such Reference Dealers selected by the Calculation Agent and eliminating
the highest quotation (or, in the event of equality, one of the highest), and
the lowest quotation (or, in the event of equality, one of the lowest)), for the
most recently issued direct noncallable fixed rate obligations of the United
States ("Treasury Notes"), with an
<PAGE>
30
original maturity of approximately the Designated CMT Maturity Index and a
remaining term to maturity of not less than such Designated CMT Maturity Index
minus one year. If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such Interest Determination Date will be calculated
by the Calculation Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30 P.M.,
New York City time, on the Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers selected by
the Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in an amount of at least $100 million. If three or four (and not
five) of such Reference Dealers are quoting as described above, then the CMT
Rate will be based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be eliminated; PROVIDED,
HOWEVER, that if fewer than three Reference Dealers selected by the Calculation
Agent are quoting as described herein, the CMT Rate will be the CMT Rate in
effect on such Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence have remaining
terms to maturity equally close to the Designated
<PAGE>
31
CMT Maturity Index, the quotes for the Treasury Note with the shorter remaining
term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated in the applicable Pricing Supplement (or
any other page as may replace such page on that service for the purpose of
displaying Treasury Constant Maturities as reported in H.15(519). If no such
page is specified in the applicable Pricing Supplement, the Designated CMT
Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30
years) specified in the applicable Pricing Supplement with respect to which the
CMT Rate will be calculated. If no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index shall be 2 years.
Notwithstanding the foregoing, the interest rate per annum hereon
shall not be greater than the Maximum Interest Rate, if any, or less than the
Minimum Interest Rate, if any, specified on the face hereof. The Calculation
Agent shall calculate the interest rate hereon in accordance with the foregoing
on or before each Interest Calculation Date. The Calculation Agent's
determination of the interest rate on this Note shall be final and binding on
the Company and the Holder of this Note in the absence of manifest error.
<PAGE>
32
All percentages used in or resulting from any calculation of the
rate of interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward, and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent, with one-half cent
rounded upward.
The interest rate on this Note will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.
At the request of the Holder hereof, the Calculation Agent will
provide to the Holder hereof the interest rate hereon then in effect and, if
different, the interest rate which will become effective as a result of a
determination made on the most recent Interest Determination Date with respect
to this Note.
Interest payments hereon will include interest accrued from, and
including, the date of issue or from, and including the last date to which
interest has been paid to or duly provided for, but excluding the applicable
Interest Payment Date. Accrued interest shall be calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factors calculated for each day in the
period for which interest is being paid. Unless otherwise specified on the face
hereof, the interest factor for each such day shall be computed by dividing the
interest rate per annum applicable to such day by 360 if the Interest Rate Basis
specified on the face hereof is Prime Rate, LIBOR, Commercial Paper Rate, CD
Rate, Federal Funds Rate, 11th
<PAGE>
33
District Cost of Funds Rate or J.J. Kenny Rate or by the actual number of days
in the year if the Interest Rate Basis specified on the face hereof is Treasury
Rate or CMT Rate.
The "Interest Determination Date" pertaining to an Interest Reset
Date for CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes,
CMT Rate Notes, Prime Rate Notes and J.J. Kenny Rate Notes will be the second
Business Day next preceding such 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 such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for an 11th District
Cost of Funds Rate Note will be the last working day of the month immediately
preceding each Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index. The Interest
Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note
will be the day of the week in which such Interest Reset Date falls on which
Treasury bills would normally be auctioned; PROVIDED, HOWEVER, that if, as the
result of a legal holiday, an auction is so held on the Friday preceding the
Interest Reset Date, such Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week;
PROVIDED, FURTHER, that if an auction falls on a day that is an Interest Reset
Date, such Interest Reset Date will be the next following Business Day.
The "Calculation Date" pertaining to an Interest Determination Date
will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or the next succeeding
<PAGE>
34
Record Date after such Interest Determination Date or, if either such day is not
a Business Day, the next succeeding Business Day or (ii) the Business Day
preceding the applicable Interest Payment Date or date of maturity, as the case
may be.
Unless otherwise specified on the face hereof, if this Note is
denominated in a Specified Currency, a Holder of this Note who, in accordance
with the provisions of this Note, elects to receive payments in U.S. dollars
will receive payments of principal, premium and interest in U.S. dollars
delivered with reference to the highest bid quotation in The City of New York
received by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent unless the
Exchange Rate Agent solicited the sale of this Note on behalf of the Company)
selected by the Exchange Rate Agent for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date, in
an amount equal to the aggregate amount of the Specified Currency payable to all
Holders of Notes electing to receive U.S. dollar payments on such payment date
and at which the applicable dealer commits to execute a contract. If three such
bid quotations are not available, payments will be made in the Specified
Currency. All currency exchange costs associated with any payments in U.S.
dollars will be borne by the Holder of the Note by deductions from such
payments.
If the principal of and any premium or interest on this Note is
payable in a Specified Currency and, due to the
<PAGE>
35
imposition of exchange controls or other circumstances beyond the control of the
Company, the Specified Currency is not available or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community
at the time of any scheduled payment of principal, premium or interest to be
made in the Specified Currency, then the Company shall be entitled to satisfy
its obligations hereunder by making such payment in U.S. dollars. Any such
payment made in U.S. dollars pursuant to the preceding sentence shall be made on
the basis of the noon buying rate in The City of New York for cable transfers of
the Specified Currency as certified for customs purposes by the Federal Reserve
Bank of New York (the "Market Exchange Rate") on the second Business Day prior
to such payment, or if such Market Exchange Rate is not then available, on the
basis of the most recently available Market Exchange Rate. Any payment under
such circumstances in U.S. dollars where required payment is in a Specified
Currency will not constitute a default under the Indenture.
If the Specified Currency is in ECUs and ECUs are unavailable due to
the imposition of exchange controls or other circumstances beyond the Company's
control or are no longer used in the European Monetary System, then all payments
in respect of this Note shall be made in U.S. dollars until ECUs are again
available or so used. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the ECU in U.S. dollars, determined
as described below, as of the second Business Day prior to the date on which
such payment is due.
<PAGE>
36
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the currency
amounts that were components of the ECU as of the last date on which the ECU was
used in the European Monetary System. The equivalent of the ECU in U.S. dollars
shall be calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the Components shall be
determined by the Company or such agent on the basis of the most recently
available Market Exchange Rate for such Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more
Components are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the appropriate amounts of the consolidated component
currencies expressed in such single currency. If any Component is divided into
two or more currencies, the amount of the original component currency shall be
replaced by the appropriate amounts of such two or more currencies, the sum of
which shall be equal to the amount of the original component currency.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the principal hereof
may be declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions provided in the Indenture.
<PAGE>
37
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 of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the Notes at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
If so provided on the face of this Note, this Note may be redeemed
by the Company on and after the date so indicated on the face hereof. On and
after the date, if any, from which this Note may be redeemed, this Note may be
redeemed in whole or in part, at the option of the Company, at a redemption
price equal to the product of the principal amount of this Note to be redeemed
multiplied by the Redemption Percentage. The Redemption Percentage shall
initially equal the Initial Redemption Percentage specified on the face of this
Note, and shall decline at each anniversary of the initial date that this Note
is
<PAGE>
38
redeemable by the amount of the Annual Redemption Percentage Reduction specified
on the face of this Note, until the Redemption Percentage is equal to 100%.
If so provided on the face of this Note, this Note will be repayable
in whole or in part in increments of $1,000 or, in the case of non-U.S. dollar
denominated Notes, of an amount equal to the integral multiples specified on the
face hereof under Authorized Denominations (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination) provided that the remaining
principal amount of any Note surrendered for partial repayment shall be at least
$1,000 or, in the case of non-U.S. dollar denominated Notes, the minimum
Authorized Denomination specified on the face hereof, on any Business Day on or
after the Initial Date on which the Note is repayable at the option of the
Holder specified on the face hereof, at the option of the Holder, at the
repayment amount specified on the face hereof, plus accrued interest, if any, to
the repayment date. In order for the exercise of the option to be effective and
the Notes to be repaid, the Company must receive at the applicable address of
the Paying Agent set forth below or at such other place or places of which the
Company shall from time to time notify the Holder of the within Note, on or
before the fifteenth, but not earlier than the thirtieth day, or, if such day is
not a Business Day, the next succeeding Business Day, prior to the repayment
date, either (i) this Note, with the form below entitled "Option to Elect
Repayment" duly completed, or (ii) a telegram, telex, facsimile transmission, or
letter from a member of a national securities exchange or the National
Association of
<PAGE>
39
Securities Dealers, Inc., or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address and telephone number of
the Holder of this Note, (b) the principal amount of this Note and the amount of
this Note to be repaid, (c) the certificate number or a description of the tenor
and terms of this Note, (d) a statement that the option to elect repayment is
being exercised thereby, and (e) a guarantee stating that the Company will
receive this Note, with the form below entitled "Option to Elect Repayment" duly
completed, not later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter (and this Note and form duly completed
are received by the Company by such fifth Business Day). Any such election
shall be irrevocable. The address to which such deliveries are to be made is
Chemical Bank, Attention: Corporate Trust Administration, 450 West 33rd Street,
15th Floor, New York, New York 10001 (or at such other places as the Company
shall notify the Holders of the Notes). All questions as to the validity,
eligibility (including time of receipt) and acceptance of any Note for repayment
will be determined by the Company, whose determination will be final and
binding.
The Notes are issuable in global or definitive form without coupons
in denominations of $1,000 and integral multiples of $1,000 in excess thereof
or, if the Note is denominated in a Specified Currency, in the denominations
specified on the face hereof. Upon due presentment for registration of transfer
of this Note at the office or agency of the Company in any place where the
principal of, premium, if any, and interest on this Note are payable, a new Note
or Notes in authorized denominations
<PAGE>
40
in U.S. dollars or the Specified Currency, as the case may be, for an equal
aggregate principal amount and like tenor will be issued to the transferee in
exchange therefor, subject to the limitations provided in the Indenture and to
the limitations described below if applicable, without charge except for any tax
or other governmental charge imposed in connection therewith.
If this Note is a Global Note (as specified on the face hereof),
this Note is exchangeable only if (x) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this Global Note or if
at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in its sole
discretion determines that this Note shall be exchangeable for definitive Notes
in registered form or (z) an Event of Default, or an event which with notice or
lapse of time would be an Event of Default, with respect to the Notes
represented hereby has occurred and is continuing. If this Note is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for definitive
Notes in registered form, bearing interest (if any) at the same rate or pursuant
to the same formula, having the same date of issuance, redemption provisions, if
any, Specified Currency, Stated Maturity and other terms and of differing
denominations aggregating a like amount.
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, premium, if any, and
interest on this
<PAGE>
41
Note at the places, at the respective times, at the rate and in the currency
herein prescribed.
The Company, the Trustee and any paying agent may deem and treat the
registered Holder hereof as the absolute owner of this Note at such Holder's
address as it appears on the Security Register of the Company as kept by the
Trustee or duly authorized agent of the Company (whether or not this Note shall
be overdue), for the purpose of receiving payment of or on account hereof and
for all other purposes, and neither the Company nor the Trustee nor any paying
agent shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered Holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge liability for moneys payable on this
Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
<PAGE>
42
------------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the repayment date, to the undersigned, at _________________________
________________________________________________________________________________
(please print or typewrite name and address of the undersigned).
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such other place or
places of which the Company shall from time to time notify the Holder of the
within Note, on or before the fifteenth, but not earlier than the thirtieth day,
or, if such day is not a Business Day, the next succeeding Business Day, prior
to the repayment date, (i) this Note, with this "Option to Elect Repayment" form
duly completed, or (ii) a telegram, telex, facsimile transmission, or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth (a) the name, address, and telephone number of
the Holder of the Note, (b) the principal amount of the Note and the amount of
the Note to be repaid, (c) a certificate number or a description of the tenor
and terms of the Note, (d) a statement that the option to elect repayment is
being
<PAGE>
43
exercised thereby, and (d) a guarantee stating that the Note to be repaid with
the form entitled "Option to Elect Repayment" on the reverse of the Note duly
completed will be received by the Company not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter (and
such Note and form duly completed are received by the Company by such fifth
Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples referred to on the face hereof under
"Authorized Denominations" (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination)) which the Holder elects to have repaid:
____________________________; and specify the denomination or denominations
(which shall be $1,000 or an integral multiple of $1,000 in excess thereof or,
if the Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the Holder for the portion of
the within Note not being repaid
<PAGE>
44
(in the absence of any such specification, one such Note will be issued for the
portion not being repaid):
- ---------------------
Date:
----------------------- -------------------------------------------------
Notice: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the Note in every
particular without alteration or enlargement or
any other change whatsoever.
----------------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT --________Custodian___________________________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants
in common
------------------------------------------------------------
(State)
<FN>
Additional abbreviations may also be used though not in the above list.
</TABLE>
<PAGE>
45
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please Insert Social Security or
Other Identifying Number of Assignee
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Note and does hereby irrevocably constitute and appoint
- --------------------------------------------------------------------------------
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.
Dated:
-------------------
- ------------------------------------------------------
---------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
<PAGE>
[Form of Face of Subordinated Fixed Rate Note]
THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR BY ANY OTHER GOVERNMENT AGENCY.
CUSIP NO.
REGISTERED NO. FXR
BARNETT BANKS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
[INCLUDE LEGEND IF THIS IS A GLOBAL NOTE ---
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF ANY PERSON
OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND NO TRANSFER (OTHER THAN A TRANSFER
OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE
IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]
ORIGINAL ISSUE DATE: INTEREST RATE PER ANNUM: MATURITY DATE:
ISSUE PRICE: % REDEEMABLE ON OR AFTER: SPECIFIED CURRENCY:
(AT OPTION OF THE (if other than U.S. dollars)
COMPANY)
INITIAL DATE ON WHICH
THIS NOTE IS REPAYABLE
AT THE OPTION OF THE
HOLDER:
INITIAL REPAYMENT INITIAL REDEMPTION EXCHANGE RATE AGENT:
PERCENTAGE: PERCENTAGE: (Only applicable if Specified
Currency is other than U.S.
dollars)
<PAGE>
2
ANNUAL REPAYMENT
PERCENTAGE REDUCTION:
ANNUAL REDEMPTION DEFAULT RATE:
PERCENTAGE REDUCTION: (Only applicable if Note
issued at original issue
discount)
AUTHORIZED DENOMINATIONS:
(Only applicable if Specified Currency
is other than U.S. dollars)
INTEREST PAYMENT DATES:
OID DEFAULT AMOUNT:
(Only applicable if Note issued at
original issue discount)
BARNETT BANKS, INC., a corporation duly organized and existing
under the laws of the State of Florida (herein called the "Company"), for value
received, hereby promises to pay to ______________________________, or
registered assigns, the principal sum of _____________________ (any coin or
currency other than U.S. dollars being hereinafter referred to as a "Specified
Currency"), on the Maturity Date specified above, or if such date is not a
Business Day (as defined below), the next succeeding Business Day, in such coin
or currency specified above as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest on said principal
sum at the rate per annum (computed on the basis of a 360-day year of twelve
30-day months) shown above, in like coin or currency, from and including the
Original Issue Date specified above or from and including the most recent
Interest Payment Date to which interest has been duly paid or provided for, on
the Interest Payment Date(s) specified above in each year and at Maturity, until
the principal sum hereof has been paid or duly provided for; PROVIDED,
HOWEVER, that the Company will make such payments in a Specified Currency
indicated above in amounts
<PAGE>
3
determined as set forth on the reverse hereof; PROVIDED, HOWEVER, that
payments of principal of, premium, if any, and interest on Notes denominated in
a Specified Currency will nevertheless be made in U.S. dollars (i) at the
election of the Holder as provided herein and (ii) at the election of the
Company in the case of imposition of exchange controls or other circumstances
beyond the control of the Company as provided herein. The first payment of
interest on a Note originally issued and dated between a Record Date (as defined
below) and an Interest Payment Date will be due and payable on the Interest
Payment Date following the next succeeding Record Date to the registered owner
on such next succeeding Record Date. Subject to certain exceptions provided in
the Indenture referred to on the reverse hereof, the interest so payable on any
Interest Payment Date will be paid to the Person in whose name this Note is
registered at the close of business on the fifteenth calendar day (whether or
not a Business Day) next preceding such Interest Payment Date (each such date a
"Record Date"), and interest payable at Maturity will be paid to the Person to
whom said principal sum is payable.
This Note is subordinate and junior in right of payment, to the
extent set forth in the Indenture, to all Senior Indebtedness (as hereinafter
defined) of the Company.
Payment of interest on this Note due on any Interest Payment Date
(other than interest on this Note due to the Holder hereof at Maturity,
redemption or repayment) payable in U.S. dollars will be paid by check mailed to
the Person entitled thereto at his last address as it appears on the Security
Register or, at the option of the Company, by wire transfer to an
<PAGE>
4
account maintained by such Person with a bank located in the United States.
Notwithstanding the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of Notes of like tenor and terms (or the Holder of the
equivalent thereof in a Specified Currency) shall be entitled to receive
interest payments (other than at Maturity, redemption or repayment) by wire
transfer in immediately available funds, but only if appropriate instructions
have been received in writing by the Paying Agent on or prior to the applicable
Record Date for such payment of interest. Payment of the principal of and any
premium and interest on this Note due to the Holder hereof at Maturity payable
in U.S. dollars will be paid in immediately available funds upon presentation of
this Note at the corporate trust office of Chemical Bank, as paying agent
("Paying Agent"), in New York, New York, provided that this Note is presented to
the Paying Agent in time for the Paying Agent to make such payments in such
funds in accordance with its normal procedures.
Payments of principal, premium, if any, and interest to be made in a
Specified Currency will be paid by wire transfer of immediately available funds
to a designated account maintained with a bank located in the country issuing
the Specified Currency as shall have been designated at least 15 calendar days
prior to the payment date by the Holder of this Note. If such wire transfer
instructions are not so provided, payments of principal of, premium, if any, and
interest on this Note will be made by check drawn upon a bank located in the
financial center in the country issuing the Specified Currency (or, if this Note
is denominated in European Currency Units ("ECUs"), a bank located
<PAGE>
5
in the financial center of any country that issues a component currency).
Any such designation for wire transfer purposes shall be made by
filing the appropriate information with the Trustee at its corporate trust
office in New York, New York and, unless revoked by written notice to the Paying
Agent received by the Paying Agent on or prior to the Record Date immediately
preceding the applicable Interest Payment Date or the fifteenth calendar day
preceding Maturity, shall remain in effect with respect to any further payments
with respect to this Note payable to such Holder.
The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer, but any tax, assessment or
governmental charge imposed upon payments will be borne by the Holder or Holders
of this Note in respect of which payments are made.
If the principal of and any premium or interest on this Note is
payable in a Specified Currency (other than ECUs) and such Specified Currency is
not available due to the imposition of exchange controls or other circumstances
beyond the control of the Company or is no longer used by the government of the
country issuing such currency or for the settlement of transactions by public
institutions within the international banking community, the Company will be
entitled to satisfy its obligations to the Holder of this Note by making payment
in U.S. dollars on the basis of the most recently available exchange rate as
specified by the Exchange Rate Agent as provided herein. If the principal of
and any premium and interest on this Note is payable in ECUs
<PAGE>
6
and ECUs are not available due to the imposition of exchange controls or other
circumstances beyond the Company's control or are no longer used in the European
Monetary System, then the Company will be entitled to satisfy its obligations
under this Note by making payments in U.S. dollars on the basis of the most
recently available exchange rate as specified by the Company or its agent as
provided herein.
Any Interest Payment Date which is not a Business Day shall be the
next succeeding Business Day with the same force and effect as if payment had
been made on the due date and no interest shall accrue for the period from and
after such date. Any payment of principal, premium, if any, or interest on the
Maturity of this Note which is due on any day which is not a Business Day need
not be made on such day, but may be made on the next succeeding Business Day
with the same force and effect as if made on the due date and no interest shall
accrue for the period from and after such date.
"Business Day" shall mean any day other than a Saturday or Sunday
which is not a day on which banking institutions are generally authorized or
required by law or regulation to close in The City of New York and (a) in the
event that this Note is denominated in a Specified Currency (other than ECUs),
in the financial center of the country issuing the Specified Currency and (b) if
this Note is denominated in ECUs, in the financial center of each country that
issues a component currency of the ECU and that is a non-ECU settlement day.
<PAGE>
7
Additional provisions of this Note are contained on the reverse
hereof and such provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by an
authorized officer of the Trustee or its duly authorized agent under the
Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, BARNETT BANKS, INC. has caused this instrument
to be signed by its duly authorized officer, and has caused a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION BARNETT BANKS, INC.
This Note is one of a designated series of
Debt Securities described in the Indenture By:
referred to on the reverse hereof.
CHEMICAL BANK, as Trustee,
Attest:
By:
Authorized Officer Assistant Secretary
[SEAL]
<PAGE>
8
[Form of Reverse of Subordinated Fixed Rate Note]
BARNETT BANKS, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES E
Due Nine Months or More From Date of Issue
This Note is one of a duly authorized issue of Medium-Term Notes,
Series E of the Company (hereinafter called the "Notes"), issued or to be issued
in one or more series under and pursuant to an indenture, dated as of March 16,
1995 (as supplemented or amended from time to time, the "Indenture"), duly
executed and delivered by the Company to Chemical Bank, as Trustee (hereinafter
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series
designated on the face, limited in aggregate principal amount to $500,000,000.
This Note is a direct, unsecured obligation of the Company and ranks
pari passu with all outstanding subordinated indebtedness of the Company.
This Note is subordinate and junior in right of payment, to the
extent set forth in the Indenture, to all Senior Indebtedness of the Company.
In the event that the Company shall default in the payment of any principal of
or interest on any Senior Indebtedness when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by
<PAGE>
9
declaration or otherwise, then, unless and until such default shall have been
cured or waived or shall have ceased to exist, no direct or indirect payment (in
cash, property, securities, by set-off or otherwise) will be made or agreed to
be made for principal of or interest on the Notes, or in respect of any
redemption, retirement, purchase or other acquisition of any of the Notes.
"Senior Indebtedness" means (i) the principal of and premium, if any, and
interest on all indebtedness of the Company for money borrowed, whether
outstanding on the date of execution of the Indenture or thereafter created,
assumed or incurred, except (x) obligations evidenced by the Subordinated
Securities, (y) the Company's existing subordinated indebtedness, and (z) such
other indebtedness of the Company as is by its terms expressly stated to be not
superior in right of payment to the Subordinated Securities, or to rank pari
passu in right of payment with the Subordinated Securities, (ii) whether
outstanding on March 16, 1995 or thereafter created, assumed or incurred, all
indebtedness of the Company for claims in respect of derivative products such as
interest and foreign exchange rate contracts, commodity contracts and similar
arrangements, other than obligations which, by their terms, are expressly stated
(x) to be not superior in right of payment to the Subordinated Securities or (y)
to rank pari passu in right of payment with the Subordinated Securities and
(iii) any deferrals, renewals or extensions of any such Senior Indebtedness.
The term "indebtedness of the Company for money borrowed" means any obligation
of, or any obligation guaranteed by, the Company for the repayment of money
borrowed, whether or not evidenced by
<PAGE>
10
bonds, debentures, notes or other written instruments, and any deferred
obligation for payment of the purchase price of property or assets. The term
"claim" has the meaning assigned thereto in Section 101(4) of the Bankruptcy
Code of 1978, as amended and in effect on March 16, 1995.
In the event of (i) any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment, composition or other similar
proceeding relating to the Company, its creditors or its property, (ii) any
proceeding for the liquidation, dissolution or other winding up of the Company,
voluntary or involuntary, whether or not involving insolvency or bankruptcy
proceedings, (iii) any assignment by the Company for the benefit of creditors or
(iv) any other marshalling of the assets of the Company, all Senior Indebtedness
(including any interest thereon accruing after the commencement of any such
proceedings) will first be paid in full before any payment or distribution,
whether in cash, securities or other property, is made on account of the
principal of or interest on the Notes. In such event, any payment or
distribution on account of the principal of or interest on the Notes, whether in
cash, securities or other property (other than securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Notes, to the payment of all Senior
Indebtedness at the time outstanding, and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), which would
otherwise (but for
<PAGE>
11
the subordination provisions) be payable or deliverable in respect of the Notes
will be paid or delivered directly to the holders of Senior Indebtedness in
accordance with the priorities then existing among such holders until all Senior
Indebtedness (including any interest thereon accruing after the commencement of
any such proceedings) has been paid in full. If any payment or distribution on
account of the principal of or interest on the Notes of any character or any
security, whether in cash, securities or other property (other than securities
of the Company or any other corporation provided for by a plan or reorganization
or readjustment the payment of which is subordinate, at least to the extent
provided in the subordination provisions with respect to the Notes, to the
payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), shall be received by any Holder of any Notes in contravention of
any of the terms of the Indenture and before all the Senior Indebtedness shall
have been paid in full, such payment or distribution or security will be
received in trust for the benefit of, and will be paid over or delivered and
transferred to, the holders of the Senior Indebtedness at the time outstanding
in accordance with the priorities then existing among such holders for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all such Senior Indebtedness in full. In the event of
any such proceeding, after payment in full of all sums owing with respect to
Senior Indebtedness, the Holders of Notes, together with the holders of any
obligation of the Company ranking on a parity with
<PAGE>
12
the Notes, will be entitled to be repaid from the remaining assets of the
Company the amounts at that time due and owing on account of unpaid principal of
or any premium and interest on the Notes and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or obligations of the Company ranking
junior to the Notes and such other obligations. By reason of such
subordination, in the event of the insolvency of the Company, holders of Senior
Indebtedness may receive more, ratably, and Holders of the Notes having a claim
pursuant to such Notes may receive less, ratably, than the other creditors of
the Company. Such subordination will not prevent the occurrence of an Event of
Default in respect of the Notes.
Unless otherwise specified on the face hereof, if this Note is
denominated in a Specified Currency, a Holder of this Note who, in accordance
with the provisions of this Note, elects to receive payments in U.S. dollars
will receive payments of principal, premium and interest in U.S. dollars
determined with reference to the highest bid quotation in The City of New York
received by the Exchange Rate Agent as of 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three recognized
foreign exchange dealers (one of which may be the Exchange Rate Agent unless the
Exchange Rate Agent solicited the sale of this Note on behalf of the Company)
selected by the Exchange Rate Agent for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date, in
an amount equal to the aggregate amount of the Specified Currency payable to all
Holders
<PAGE>
13
of Notes electing to receive U.S. dollar payments on such payment date and at
which the applicable dealer commits to execute a contract. If three such bid
quotations are not available, payments will be made in the Specified Currency.
All currency exchange costs associated with any payments in U.S. dollars will be
borne by the Holder of the Note by deductions from such payments.
If the principal of and any premium or interest on this Note is
payable in a Specified Currency and, due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Specified Currency
is not available or is no longer used by the government of the country issuing
such currency or for the settlement of transactions by public institutions
within the international banking community at the time of any scheduled payment
of principal, premium or interest to be made in the Specified Currency, then the
Company shall be entitled to satisfy its obligations hereunder by making such
payment in U.S. dollars. Any such payment made in U.S. dollars pursuant to the
preceding sentence shall be made on the basis of the noon buying rate in The
City of New York for cable transfers of the Specified Currency as certified for
customs purposes by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the second Business Day prior to such payment, or if such Market
Exchange Rate is not then available, on the basis of the most recently available
Market Exchange Rate. Any payment under such circumstances in U.S. dollars
where required payment is in a Specified Currency will not constitute a default
under the Indenture.
<PAGE>
14
If the Specified Currency is in ECUs and ECUs are unavailable due to
the imposition of exchange controls or other circumstances beyond the Company's
control or are no longer used in the European Monetary System, then all payments
in respect of this Note shall be made in U.S. dollars until ECUs are again
available or so used. The amount of each payment in U.S. dollars shall be
computed on the basis of the equivalent of the ECU in U.S. dollars, determined
as described below, as of the second Business Day prior to the date on which
such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall be
determined by the Company or its agent on the following basis. The component
currencies of the ECU for this purpose (the "Components") shall be the currency
amounts that were components of the ECU as of the last date on which the ECU was
used in the European Monetary System. The equivalent of the ECU in U.S. dollars
shall be calculated by aggregating the U.S. dollar equivalents of the
Components. The U.S. dollar equivalent of each of the Components shall be
determined by the Company or such agent on the basis of the most recently
available Market Exchange Rate for such Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more
Components are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the appropriate amounts of the consolidated component
currencies expressed in such single currency. If any Component
<PAGE>
15
is divided into two or more currencies, the amount of the original component
currency shall be replaced by the appropriate amounts of such two or more
currencies, the sum of which shall be equal to the amount of the original
component currency.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the principal hereof
may be declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions 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 of each
series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal
amount of the Notes at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Notes of each series at the time
Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
<PAGE>
16
If so provided on the face of this Note, this Note may be redeemed
by the Company on and after the date so indicated on the face hereof. On and
after the date, if any, from which this Note may be redeemed, this Note may be
redeemed in whole or in part, at the option of the Company at a redemption price
equal to the product of the principal amount of this Note to be redeemed
multiplied by the Redemption Percentage. The Redemption Percentage shall
initially equal the Initial Redemption Percentage specified on the face of this
Note, and shall decline at each anniversary of the initial date that this Note
is redeemable by the amount of the Annual Redemption Percentage Reduction
specified on the face of this Note, until the Redemption Percentage is equal to
100%.
If so provided on the face of this Note, this Note will be repayable
in whole or in part in increments of $1,000 or, in the case of non-U.S. dollar
denominated Notes, of an amount equal to the integral multiples specified on the
face hereof under Authorized Denominations (or, if no such reference is made, an
amount equal to the minimum Authorized Denomination) provided that the remaining
principal amount of any Note surrendered for partial repayment shall be at least
$1,000 or, in the case of Notes denominated in a Specified Currency, the minimum
Authorized Denomination specified on the face hereof, on any Business Day on or
after the Initial Date on which this Note is repayable at the option of the
Holder specified on the face hereof, at the option of the Holder, at 100% of the
principal amount to be repaid, plus accrued interest, if any, to the repayment
date. In order for the exercise of the option to be effective and the Notes to
be
<PAGE>
17
repaid, the Company must receive at the applicable address of the Paying Agent
set forth below or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, on or before the fifteenth, but not
earlier than the thirtieth calendar day, or, if such day is not a Business Day,
the next succeeding Business Day, prior to the repayment date, either (i) this
Note, with the form below entitled "Option to Elect Repayment" duly completed,
or (ii) a telegram, telex, facsimile transmission, or letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or a trust company in the United States of America
setting forth (a) the name, address, and telephone number of the Holder of this
Note, (b) the principal amount of this Note and the amount of this Note to be
repaid, (c) the certificate number or a description of the tenor and terms of
this Note, (d) a statement that the option to elect repayment is being exercised
thereby, and (e) a guarantee stating that the Company will receive this Note,
with the form below entitled "Option to Elect Repayment" duly completed, not
later than five Business Days after the date of such telegram, telex, facsimile
transmission, or letter (and this Note and form duly completed are received by
the Company by such fifth Business Day). Any such election shall be
irrevocable. The address to which such deliveries are to be made is Chemical
Bank, Attention: Corporate Trust Administration, 450 West 33rd Street, 15th
Floor, New York, New York 10001 (or at such other places as the Company shall
notify the Holders of the Notes). All questions as to the validity, eligibility
(including time of receipt) and acceptance
<PAGE>
18
of any Note for repayment will be determined by the Company, whose determination
will be final and binding.
The Notes are issuable in global or definitive form without coupons
in denominations of $1,000 and integral multiples of $1,000 in excess thereof
or, if the Note is denominated in a Specified Currency, in the denominations
specified on the face hereof. Upon due presentment for registration of transfer
of this Note at the office or agency of the Company in any place where the
principal of, premium, if any, and interest on this Note are payable, a new Note
or Notes in authorized denominations in U.S. dollars or the Specified Currency,
as the case may be, for an equal aggregate principal amount and like tenor will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Indenture and to the limitations described below if applicable,
without charge except for any tax or other governmental charge imposed in
connection therewith.
If this Note is a Global Note (as specified on the face hereof),
this Note is exchangeable only if (x) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this Global Note or if
at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in its sole
discretion determines that this Note shall be exchangeable for definitive Notes
in registered form or (z) an Event of Default, or an event which with notice or
lapse of time would be an Event of Default, with respect to the Notes
represented hereby has occurred and is continuing. If this Note is exchangeable
pursuant to the preceding sentence, it shall be
<PAGE>
19
exchangeable for definitive Notes in registered form, bearing interest (if any)
at the same rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Specified Currency, Stated Maturity and
other terms and of differing denominations aggregating a like amount.
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, premium, if any, and
interest on this Note at the places, at the respective times, at the rate and in
the currency herein prescribed.
The Company, the Trustee and any paying agent may deem and treat the
Holder hereof as the absolute owner of this Note at such Holder's address as it
appears on the Security Register as kept by the Trustee or duly authorized agent
of the Company (whether or not this Note shall be overdue), for the purpose of
receiving payment of or on account hereof and for all other purposes, and
neither the Company nor the Trustee nor any paying agent shall be affected by
any notice to the contrary. All payments made to or upon the order of such
registered Holder shall, to the extent of the sum or sums paid, effectually
satisfy and discharge liability for moneys payable on this Note.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
<PAGE>
20
-----------------------------------------------
OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the repayment date, to the undersigned, at _____________________
____________________________________________________________.
(Please print or typewrite name and address of the undersigned.)
For this Note to be repaid the Company must receive at the
applicable address of the Paying Agent set forth above or at such other place or
places of which the Company shall from time to time notify the Holder of the
within Note, on or before the fifteenth, but not earlier than the thirtieth,
calendar day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with this "Option to
Elect Repayment" form duly completed, or (ii) a telegram, telex, facsimile
transmission, or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth (a) the name, address, and
telephone number of the Holder of the Note, (b) the principal amount of the Note
and the amount of the Note to be repaid, (c) the certificate number or a
description of the tenor and terms of this Note, (d) a statement that the option
to elect
<PAGE>
21
repayment is being exercised thereby, and (e) a guarantee stating that the Note
to be repaid with the form entitled "Option to Elect Repayment" on the reverse
of the Note duly completed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission, or
letter (and such Note and form duly completed are received by the Company by
such fifth Business Day).
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000 or, if the Note is denominated in a currency other than U.S. dollars, of
an amount equal to the integral multiples specified on the face hereof under
Authorized Denominations (or, if no such reference is made, an amount equal to
the minimum Authorized Denomination)) which the Holder elects to have repaid:
_____________________________; and specify the denomination or denominations
(which shall be $1,000 or an integral multiple of $1,000 in excess thereof or,
if the Note is denominated in a currency other than U.S. dollars, an Authorized
Denomination) of the Note or Notes to be issued to the Holder for the portion of
the within Note not being repaid (in the absence of any specification, one such
Note will be issued for the portion not being repaid):
_____________________
Date:_____________________ _______________________________________
Notice: The signature to this Option to
Elect Repayment must correspond
with the name as written upon the face of the
Note in every particular without alteration
or enlargement or any other change
whatsoever.
___________________________________
<PAGE>
22
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-- as tenants UNIF GIFT MIN ACT-- ______Custodian _________________
in common (Cust) (Minor)
TEN ENT-- as tenants by the entireties
JT TEN -- as joint with right of Under Uniform Gifts to Minors Act
survivorship and not as
tenants in common ---------------------------------
and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
<PAGE>
23
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Note and does hereby irrevocably constitute and appoint
- --------------------------------------------------------------------------------
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.
Dated: ________________________
- --------------------------------------------------
_______________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration or enlargement or any change whatever.
