<PAGE> 1
Post-Effective Amendment No. 1 (No. 33-51044)
Post-Effective Amendment No. 1 (No. 33-58144)
File No. 33- ____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------------
THE CHASE MANHATTAN CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-2633613
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 Chase Manhattan Plaza, New York, New York 10081
(212) 552-2222
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
-------------------------------
DEBORAH L. DUNCAN LESTER J. STEPHENS, JR. ARJUN K. MATHRANI
Senior Vice Senior Vice President Executive Vice
President and and Controller President and
Treasurer Chief Financial
Officer
RONALD C. MAYER
Secretary
1 Chase Manhattan Plaza, New York, New York 10081
(212)552-2222
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
ROBERT B. ADAMS, Esq.
The Chase Manhattan Corporation
1 Chase Manhattan Plaza
New York, New York 10081
-------------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
-------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. / X /
<TABLE>
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CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Each Class Amount to be Offering Price Aggregate Offering Registration Fee
of Securities to be Registered Registered Per Unit(1) Price(1)(2)
- ------------------------------ ---------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Senior/Subordinated Debt Securities 100%
and Warrants to purchase
Senior/Subordinated
Debt Securities
$2,000,000,000(3) 100% $2,000,000,000 $689,660
Preferred Stock,
without par value(4)
Currency Warrants, Indexed 100%
Warrants and Interest Rate
Warrants
Common Stock, par value $2.00 per
share and Junior Participating
Preferred Stock Purchase Rights(5)
Capital Securities(5), (6)
<FN>
(1) Estimated solely for purposes of calculating the registration fee, which
is calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act of 1933, as amended.
(2) Exclusive of accrued interest, if any. No separate consideration will be
received for Common Stock (and attached Junior Participating Preferred
Stock Purchase Rights), Preferred Stock or Capital Securities that are
issued upon conversion or exchange of Debt Securities or Preferred Stock,
as the case may be. The aggregate maximum offering price of all offered
securities being registered hereby will not exceed $2,000,000,000 or the
equivalent amount in any foreign currency, currency unit or composite of
currencies.
(3) Plus such additional principal amount as may be necessary such that, if
Debt Securities are offered with original issue discount, the aggregate
initial offering price of all offered securities being registered hereby
will not exceed $2,000,000,000 or the equivalent amount in any foreign
currency, currency unit or composite of currencies.
(4) Such indeterminate number of shares of Preferred Stock as may, from time
to time, be issued at indeterminate prices or as may be issued upon
exchange of any Debt Securities that are exchangeable into Preferred
Stock.
(5) Such indeterminate number of shares of Common Stock (and attached Junior
Participating Preferred Stock Purchase Rights) as may be issued upon
conversion or exchange of Debt Securities, Preferred Stock or Capital
Securities that are convertible or exchangeable into Common Stock.
(6) Such indeterminate amount of Capital Securities (as defined at page 24
herein), which may consist of Common Stock (and attached Junior
Participating Preferred Stock Purchase Rights), perpetual preferred stock
or other securities (each as described at pages 27-35 herein), as may be
issued in exchange for Debt Securities that are exchangeable for Capital
Securities.
</FN>
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement will also be used in connection with the
issuance of debt securities registered pursuant to Registration Statement No.
33-58144 previously filed by the Registrant on Form S-3 and declared effective
on March 2, 1993 and preferred stock registered pursuant to Registration
Statement No. 33-51044 previously filed by the Registrant on Form S-3 and
declared effective on September 13, 1992. This Registration Statement, which is
a new registration statement, also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 33-51044 and Post-Effective Amendment No. 1 to
Registration Statement No. 33-58144, and such Post-Effective Amendments shall
hereafter become effective concurrently with the effectiveness of this
Registration Statement and in accordance with Section 8(c) of the Securities Act
of 1933.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE> 2
SUBJECT TO COMPLETION, DATED AUGUST __, 1994
"INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE."
PROSPECTUS
LOGO
$2,627,525,000
THE CHASE MANHATTAN CORPORATION
DEBT SECURITIES, DEBT WARRANTS,
PREFERRED STOCK,
CURRENCY WARRANTS, INDEX WARRANTS AND INTEREST RATE WARRANTS
_______________
The Chase Manhattan Corporation (the "Company") may offer from time to
time pursuant hereto its (i) unsecured debt securities which may be either
Senior (the "Senior Securities") or Subordinated (the "Subordinated
Securities") in priority of payment, consisting of debentures, notes or other
evidences of indebtedness (collectively, "Debt Securities"), (ii) warrants to
purchase Debt Securities (the "Debt Warrants"), (iii) shares of its preferred
stock without par value ("Preferred Stock"), (iv) warrants entitling the
holders thereof to receive from the Company, upon exercise, the cash value of
the right to sell ("Currency Put Warrants") and to purchase ("Currency Call
Warrants" and, together with the Currency Put Warrants, the "Currency
Warrants") a certain amount of one currency or currency unit for a certain
amount of a different currency or currency unit, all as shall be designated by
the Company at the time of offering, (v) warrants entitling the holders thereof
to receive from the Company, upon exercise, an amount in cash determined by
reference to decreases ("Index Put Warrants") or increases ("Index Call
Warrants") in the level of a specified index (an "Index") which may be based on
one or more U.S. or foreign stocks, bonds or other securities, one or more U.S.
or foreign interest rates, one or more currencies or currency units, or any
combination of the foregoing, or determined by reference to the differential
between any two Indices ("Index Spread Warrants" and, together with the Index
Put Warrants and the Index Call Warrants, the "Index Warrants"), all as shall
be designated by the Company at the time of offering, and (vi) warrants
entitling the holders thereof to receive from the Company, upon exercise, an
amount in cash determined by reference to decreases ("Interest Rate Put
Warrants") or increases ("Interest Rate Call Warrants" and, together with the
Interest Rate Put Warrants, the "Interest Rate Warrants") in the yield, closing
price or rate of one or more specified debt instruments issued either by the
United States Government or by a foreign government (the "Government Debt
Instrument"), in the interest rate or interest rate swap rate established from
time to time by one or more specified financial institutions (the "Financial
Institution Rate") or in any specified combination of Government Debt
Instruments and/or Financial Institution Rates, all as shall be designated by
the Company at the time of offering. The Debt Securities, Debt Warrants,
Preferred Stock, Currency Warrants, Index Warrants and Interest Rate Warrants
are collectively referred to as the "Securities." The Debt Warrants, Currency
Warrants, Index Warrants and Interest Rate Warrants are collectively referred
to as the "Warrants."
The Company may issue Securities at an aggregate initial offering price
which will result in proceeds to the Company of not more than $2,627,525,000
or, if applicable, the equivalent thereof in any other currency or currency
units. The Securities may be offered as separate series in amounts, at prices
and on terms to be set forth in the applicable Prospectus Supplement. The terms
of each series of Securities, including, where applicable, the specific
designation, priority, aggregate principal amount or number of shares,
authorized denominations or stated value per share, maturity, interest or
dividend rate or rates (or method of ascertaining same), interest or dividend
payment dates, any optional or mandatory redemption terms, any conversion,
exchange or sinking fund provisions, any initial public offering price, the
proceeds to the Company, listing on any securities exchange, and any other
specific terms of or in connection with the offering and sale of such series
(the "Offered Securities") also will be set forth in the applicable Prospectus
Supplement. As used herein, Securities shall include securities denominated in
United States dollars or, at the option of the Company, if so specified in the
applicable Prospectus Supplement, in any other currency, currency unit or
composite of currencies or in amounts determined by reference to an index.
The Senior Securities will rank equally with all other unsubordinated and
unsecured indebtedness of the Company. The Subordinated Securities will be
subordinated to all existing and future Senior Indebtedness of the Company (as
defined below). At June 30, 1994, the outstanding Senior Indebtedness of the
Company, exclusive of guarantees and other contingent obligations, was
approximately $2.7 billion. See "DESCRIPTION OF DEBT SECURITIES -- General."
When Warrants are offered, the Prospectus Supplement will set forth the
specific terms, such as, where applicable, the specific designation, aggregate
number of Warrants, the initial public offering price, exercise price,
detachability, the currency or currency unit for which the Warrants may be
purchased, the currency or currency unit in which the cash settlement value or
the exercise price is payable, the method of calculation of the cash settlement
value, the date on which such Warrants become exercisable and the expiration
date, provisions, if any, for the automatic exercise and/or cancellation prior
to the expiration date, a discussion of certain United States federal income
tax, accounting or other special considerations applicable thereto and any
other terms in connection with such offering and sale.
The Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See
"PLAN OF DISTRIBUTION." If any agents of the Company or any underwriters are
involved in the sale of any Offered Securities in respect of which this
Prospectus is being delivered, the names of such agents or underwriters and any
applicable commissions or discounts will be set forth in the applicable
Prospectus Supplement. The net proceeds to the Company from such sale also
will be set forth in the applicable Prospectus Supplement.
_______________
THE OFFERED SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR
ANY OTHER GOVERNMENT AGENCY.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT TO WHICH
IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
_______________
THE DATE OF THIS PROSPECTUS IS AUGUST __, 1994.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"SEC"). Proxy statements, reports and other information concerning the Company
can be inspected and copied at the SEC's office at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and the SEC's Regional Offices in New York (7 World
Trade Center, Suite 1300, New York, New York 10048) and Chicago (Northwestern
Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661), and
copies of such material can be obtained from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Proxy statements, reports and other information concerning the Company also may
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. This Prospectus does not contain all the
information set forth in the Registration Statement and Exhibits thereto which
the Company has filed with the SEC under the Securities Act of 1933 (the "Act")
and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents of the
Company heretofore filed by it with the SEC:
(i) Annual Report on Form 10-K for the year ended December 31, 1993, filed
pursuant to Section 13 of the Exchange Act, including the portions of THE CHASE
MANHATTAN CORPORATION 1993 Annual Report incorporated therein (the "1993 Annual
Report").
(ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994
and June 30, 1994, filed pursuant to Section 13 of the Exchange Act.
(iii) Current Reports on Form 8-K dated January 18, 1994, January 20,
1994, April 18, 1994, April 29, 1994, May 18, 1994, July 18, 1994, August 3,
1994, August 3, 1994 and August 11, 1994 filed pursuant to Section 13 of the
Exchange Act.
(iv) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed pursuant to Section 12 of the
Exchange Act on April 11, 1969, as amended by amendments thereto on Form 8
filed on June 20, 1969, April 8, 1988, May 17, 1990 and April 19, 1993 and the
description of the Company's Junior Participating Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A filed on
February 17, 1989, including all amendments and reports filed for the purpose
of updating such descriptions prior to the termination of the offering of the
Securities of the Company offered hereby.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Securities of the Company offered
hereby shall be deemed to be incorporated by reference into this Prospectus.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, EXCEPT FOR THE EXHIBITS TO SUCH DOCUMENTS (OTHER THAN
EXHIBITS EXPRESSLY INCORPORATED BY REFERENCE THEREIN). WRITTEN REQUESTS SHOULD
BE DIRECTED TO:
THE CHASE MANHATTAN CORPORATION
1 CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10081
ATTENTION: OFFICE OF THE SECRETARY
TELEPHONE REQUESTS MAY BE DIRECTED TO (212) 552-6511.
_______________
Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement thereto are stated in United States dollars ("$",
"dollars" or "U.S.$").
2
<PAGE> 4
THE CHASE MANHATTAN CORPORATION
The Company is a bank holding company that was incorporated in 1969 and
whose principal subsidiary is The Chase Manhattan Bank (National Association)
(the "Bank"). As used herein, the term "Corporation" means the Company and its
consolidated subsidiaries and the term "Bank" means the Bank and its
subsidiaries.
In addition to the Bank, the Corporation holds investments in other
subsidiaries that provide a variety of financial services, including commercial
and consumer financing, investment banking, securities trading and investment
advisory services. The Corporation's primary strategy is that of a global bank
with a diversified domestic base serving three interrelated franchises: global
financial services, domestic consumer products and regional banking in the
northeastern United States. Over the last few years, the Corporation has
focused its business and marketing efforts on two types of customers -- retail
(individuals and small and medium-sized businesses) and wholesale (primarily
large corporations and institutions). The Corporation's business groups
serving retail customers are National Consumer Product Companies, Regional
Banking and Global Private Banking; those serving wholesale customers are
Global Corporate Finance, Global Risk Management, Global Capital Markets and
Transaction and Information Services. In addition to these core business
groups, the Real Estate Finance Sector manages the Corporation's loan portfolio
related to the domestic commercial real estate business and the LDC Portfolio
Management group oversees the Corporation's portfolio of cross-border
extensions of credit to refinancing countries.
The Company's ability to pay dividends on its preferred and common stock
is derived from several sources, including, among other sources, dividends from
its banking and nonbanking subsidiaries. The ability of the Company's banking
subsidiaries to pay dividends is subject to certain restrictions.
National banks are subject to various legal limitations which prohibit the
payment of dividends in certain circumstances and restrict the amount that may
be paid without the prior approval of the Office of the Comptroller of the
Currency ("OCC"). A national bank may not pay a dividend if that dividend
would exceed its net profits, as defined by national banking laws, then on
hand. Without the approval of the OCC, a national bank may not pay a dividend
in any given year in an amount greater than its net profits for that year
combined with its retained net profits from the preceding two years, less any
required transfers to surplus.
3
<PAGE> 5
At June 30, 1994, under the more restrictive of these limitations, the
Bank could declare dividends during the remainder of 1994 of approximately $1.1
billion, combined with an additional amount equal to its retained net profits
for 1994 up to the date of any dividend declaration. Under applicable state
and federal laws, The Chase Manhattan Bank (USA) ("Chase USA") and Chase Bank
of Maryland ("Chase Maryland") could declare dividends during the remainder of
1994 of approximately $960 million and $2 million, respectively, combined with
an additional amount equal to their respective retained net profits from June
30, 1994 up to the date of any dividend declaration. The payment of dividends
by bank holding companies and their banking subsidiaries may also be limited by
other factors, including applicable regulatory capital guidelines and leverage
limitations.
The Company is a legal entity separate and distinct from the Bank and the
Company's other subsidiaries. There are various legal limitations on the
extent to which banks, such as the Bank, Chase USA and Chase Maryland, that are
insured by the Federal Deposit Insurance Corporation (the "FDIC"), may finance
or otherwise supply funds to certain of their affiliates. In particular, each
bank that is a subsidiary of the Company is subject to certain restrictions on
any extensions of credit to, or other covered transactions, such as certain
purchases of assets, with the Company or such affiliates. Such restrictions
prevent banking subsidiaries of the Company from lending to the Company and
their affiliates unless such extensions of credit are secured by collateral in
specified amounts and are made on terms and conditions that are substantially
the same as those prevailing for comparable transactions with non-affiliated
companies. Further, such covered transactions by any such bank are limited in
amount as to the Company or any such affiliate to 10 percent of such bank's
capital and surplus and as to the Company and all such affiliates in the
aggregate to 20 percent of such bank's capital and surplus.
The Company's Executive Office is located at 1 Chase Manhattan Plaza,
New York, New York 10081 and its telephone number at said office is (212)
552-2222.
REGULATORY DEVELOPMENTS
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") was enacted, among other things, to increase funding for the FDIC's
Bank Insurance Fund, and establish standards for, and restrictions on,
activities of depository institutions based upon capital status and supervisory
evaluation by federal banking regulators. Federal banking agencies were
required to adopt various rules and regulations implementing FDICIA, most of
which have already been promulgated; others of which are still in the
rulemaking process. Through June 30, 1994, regulations have been promulgated
under FDICIA
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<PAGE> 6
covering a variety of matters including assessment of risk-based deposit
insurance and prompt corrective action measures available to federal regulators
based on the capital category of an institution. Based upon its assessment of
the impact of all of the regulations issued under FDICIA, the Company does not
expect any of them to have a material effect on its operations.
Regulatory action is pending on further rules proposed or to be proposed
under FDICIA, governing such matters as operational and managerial standards
and capital requirements. Until these rules are adopted in final form,
however, it is difficult to assess how they will impact the Company's financial
condition or operations.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the
net proceeds from the sale of the Securities will be applied to general
corporate purposes, including, without limitation, advances to or investments
in banking and non-banking subsidiaries of the Company and the repayment of
commercial paper or other indebtedness of the Company.
The Company expects that it will, from time to time, engage in additional
private or public financings in character and amount to be determined as market
conditions warrant and as the need arises.
RATIOS OF EARNINGS TO FIXED CHARGES
The following are the consolidated ratios of earnings to fixed charges
for the Corporation for the six-month period ending June 30, 1994 and for each
of the years in the five-year period ended December 31, 1993:
SIX MONTHS YEAR ENDED
ENDED DECEMBER 31,
JUNE 30, 1994 1993 1992 1991 1990 1989
------------- ------------------------------------
Excluding Interest
on Deposits . . . . 1.8x 1.3x 1.4x 1.3x * *
Including Interest
on Deposits . . . . 1.4 1.1 1.2 1.1 * *
_______________
* For the years ended December 31, 1990 and 1989, earnings did not cover
fixed charges by $91 million and $449 million, respectively, primarily
as a result of large additions to the reserve for possible credit losses
and special charges.
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<PAGE> 7
For purposes of computing the consolidated ratios, earnings represent net
income (loss) plus applicable income taxes and fixed charges, less cumulative
effect of change in accounting principle (for the year ended December 31, 1993)
and equity in undistributed earnings (losses) of unconsolidated subsidiaries
and associated companies. Fixed charges represent interest expense (exclusive
of interest on deposits in one case and inclusive of such interest in the
other), amortization of debt discount and issuance costs and one-third (the
amount deemed to represent an interest factor) of net rental expense under all
lease commitments.
RATIOS OF EARNINGS TO FIXED CHARGES AND
PREFERRED STOCK DIVIDEND REQUIREMENTS
The following are the consolidated ratios of earnings to fixed charges and
preferred stock dividend requirements for the Corporation for the six-month
period ended June 30, 1994 and for each of the years in the five-year period
ended December 31, 1993:
SIX MONTHS YEAR ENDED
ENDED DECEMBER 31,
JUNE 30, 1994 1993 1992 1991 1990 1989
------------- ----------------------------
Excluding Interest
on Deposits . . . . 1.7x 1.2x 1.2x 1.2x * *
Including Interest
on Deposits . . . . 1.4 1.1 1.1 1.1 * *
_______________
* For the years ended December 31, 1990 and 1989, earnings did not cover
fixed charges and preferred stock dividend requirements by $231 million
and $580 million, respectively, primarily as a result of large additions
to the reserve for possible credit losses and special charges.
For purposes of computing the consolidated ratios, earnings represent net
income (loss) applicable to common stock plus applicable income taxes, fixed
charges and preferred stock dividend requirements, less cumulative effect of
change in accounting principle (for the year ended December 31, 1993) and
equity in undistributed earnings (losses) of unconsolidated subsidiaries and
associated companies. Fixed charges and preferred stock dividend requirements
represent interest expense (exclusive of interest on deposits in one case and
inclusive of such interest in the other), amortization of debt discount and
issuance costs, one-third (the amount deemed to represent an interest factor)
of net rental expense under all lease
6
<PAGE> 8
commitments and dividend requirements on the outstanding preferred stock.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The Debt Securities may be issued from time
to time in one or more series. The particular terms of each series of Debt
Securities offered by any Prospectus Supplement and the extent, if any, to
which such general provisions may apply to the Debt Securities so offered will
be described in the applicable Prospectus Supplement.
The Senior Securities will be issued under an Indenture, dated as of
July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of
November 1, 1990, and a Second Supplemental Indenture, dated as of May 1, 1991,
between the Company and Bankers Trust Company, as Trustee (the "Senior
Trustee") (said Indenture as so supplemented, the "Senior Indenture"). The
Subordinated Securities will be issued under the Amended and Restated
Indenture, dated as of September 1, 1993, between the Company and Chemical
Bank, as Trustee (the "Subordinated Trustee") (said Indenture is referred to as
the "Subordinated Indenture"). The Senior Indenture and the Subordinated
Indenture are hereinafter collectively referred to as the "Indentures."
The statements under this caption relating to the Debt Securities
include brief summaries of certain provisions of the Indentures, do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, the applicable Indenture, each of which is filed as an exhibit to
the Registration Statement. Such summaries encompass all the material
provisions of the Debt Securities and their related Indentures, including the
definitions therein of certain terms. All article and section references
appearing herein are to articles and sections of the applicable Indenture, and
all capitalized terms not defined herein have the meanings specified in such
Indenture. Whenever terms which are defined in an Indenture are referred to,
it is intended that such defined terms shall be incorporated herein by
reference.
Because the Company is a holding company, its rights and the rights of its
creditors, including the Holders of the Debt Securities, to participate in the
assets of any subsidiary upon the latter's liquidation or recapitalization
would be subject to the prior claims of such subsidiary's creditors except to
the extent that the Company may itself be a creditor with recognized claims
against such subsidiary. There is no restriction in the
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<PAGE> 9
Debt Securities or either Indenture against the incurring of indebtedness by
the Company, the Bank or any other subsidiary of the Company.
The Debt Securities may be issued either in registered form ("Registered
Securities") or bearer form ("Bearer Securities") with coupons attached or
both. The Bearer Securities will be offered only to non-United States persons
and to offices of certain United States financial institutions located outside
the United States.
GENERAL
Neither Indenture limits the amount of Debt Securities which may be issued
thereunder and Debt Securities may be issued thereunder up to the aggregate
principal amount which may be authorized from time to time by the Company. The
Senior Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The Subordinated
Securities will be unsecured and will be subordinate and junior in right of
payment to the Company's obligations to the Holders of Senior Indebtedness of
the Company. See "THE SUBORDINATED SECURITIES -- Subordination." Unless
otherwise set forth in the applicable Prospectus Supplement, neither the
Indentures nor the Debt Securities contain provisions which would afford
holders of Debt Securities protection in the event of a takeover,
recapitalization or similar restructuring involving the Company, which could
adversely affect the Debt Securities.
Reference is made to the applicable Prospectus Supplement that will
contain the specific terms of the series of Debt Securities that are Offered
Securities, including where applicable: (1) the title and priority of the
Offered Securities; (2) any limit on the aggregate principal amount of the
Offered Securities; (3) the price or prices (expressed as a percentage of the
aggregate principal amount thereof) at which the Offered Securities will be
issued; (4) the date or dates on which the Offered Securities will mature; (5)
the rate or rates (which may be fixed or variable) per annum at which the
Offered Securities will bear interest, if any, or the method of determining the
same, and the date or dates from which such interest, if any, will accrue; (6)
the Interest Payment Dates, if any, for the interest payable on the Offered
Securities and the Regular Record Dates for the interest payable on Registered
Securities and whether any such payments may be postponed or deferred; (7)
whether interest in respect of any portion of a temporary global Debt Security
representing the Offered Securities which is payable in respect of an Interest
Payment Date prior to the issuance of definitive Debt Securities will be
credited to the Persons entitled thereto on such Interest Payment Date; (8) any
mandatory or optional sinking fund, amortization or analogous
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<PAGE> 10
provisions; (9) the place or places where the principal of (and premium, if
any) and interest, if any, on the Offered Securities will be payable if other
than solely at the Principal Trust Office (as defined under "Payment and Paying
Agents" below); (10) the date, if any, after which and the price or prices at
which the Offered Securities may, pursuant to any optional or mandatory
redemption provisions, be redeemed, in whole or in part, and the other detailed
terms and provisions of any such optional or mandatory redemption provisions;
(11) whether the Offered Securities are to be issuable as Registered Securities
or Bearer Securities or both, any restrictions applicable to the offer, sale or
delivery of Bearer Securities, whether the Offered Securities may be issued in
global form, and, if so, the circumstances under which such Offered Securities
may be exchanged for Offered Securities of like tenor issued in a different
form, and the name of the depository with respect to any global Offered
Security; (12) any special provisions for the payment of additional amounts
with respect to the Offered Securities; (13) the denominations in which any
Offered Securities which are Registered Securities will be issuable if other
than denominations of $1,000 and any integral multiple thereof, and the
denominations in which any Offered Securities which are Bearer Securities will
be issuable if other than the denomination of $5,000; (14) the currency,
currency unit or currencies of payment of principal of (and premium, if any)
and interest, if any, on the Offered Securities if other than dollars; (15) any
index, currency exchange rate, commodity or derivative instrument price, or
other publicly available data used to determine the amount of payments of
principal of (and premium, if any) and interest, if any, on the Offered
Securities; (16) any special United States tax considerations applicable to any
Offered Securities; (17) any special provisions relating to defeasance of the
Senior Securities; (18) any conversion or exchange provisions; and (19) any
other terms of the Offered Securities not inconsistent with the provisions of
the applicable Indenture.
Debt Securities may be issued as Original Issue Discount Securities (as
defined in the applicable Indenture) to be sold at a substantial discount below
their principal amount. Special United States federal income tax
considerations applicable to Debt Securities issued at an original issue
discount, including Original Issue Discount Securities and other special
considerations applicable to such series of Debt Securities will be set forth
in the applicable Prospectus Supplement.
REGISTRATION AND TRANSFER
Unless otherwise provided with respect to any series of Debt Securities,
the Debt Securities of each series will be issuable as Registered Securities.
If so provided with respect to a series of Debt Securities, however, Debt
Securities may be issued
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solely as Bearer Securities, or in a combination of both Registered Securities
and Bearer Securities. Unless otherwise specified with respect to such series
of Debt Securities, Debt Securities issued in bearer form shall have interest
coupons attached. (Indentures Section 201) Bearer Securities may not be
offered, sold, resold or delivered in connection with their original issuance
in the United States or to United States persons (each as defined below) other
than offices located outside the United States of certain United States
financial institutions. Purchasers of Bearer Securities will be subject to
certification procedures, and may be affected by certain limitations under
United States tax laws. (Indentures Section 311) See "--Limitations on
Issuance of Bearer Securities."
If Debt Securities of any series are issuable as both Registered
Securities and Bearer Securities, at the option of the Holder and subject to
the terms of the respective Indenture, (i) Bearer Securities (with all
unmatured coupons, except as provided below, and all matured coupons in
default) of such series will be exchangeable into an equal aggregate principal
amount of Registered Securities of the same series of any authorized
denominations and like tenor and (ii) Registered Securities of such series will
be exchangeable into an equal aggregate principal amount of Registered
Securities of the same series of different authorized denominations and like
tenor. Bearer Securities surrendered in exchange for Registered Securities
between a Regular Record Date and the relevant Interest Payment Date shall be
surrendered without the coupon relating to such Interest Payment Date.
(Indentures Section 305) Bearer Securities will not be issued in exchange for
Registered Securities.
Debt Securities may be presented for exchange as provided above, and
Registered Securities may be presented for transfer (with the form of transfer
endorsed thereon duly executed), at the office of the Security Registrar and at
the office of any transfer agent appointed by the Company for such purpose with
respect to Debt Securities of a series and referred to in the applicable
Prospectus Supplement without service charge and upon payment of any taxes and
other governmental charges as described in the Indentures. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. (Indentures Section 305) Unless otherwise
specified in the applicable Prospectus Supplement with respect to any Offered
Securities, the Bank, acting through its office in The City of New York where
at any particular time its corporate agency business is conducted, is
designated as Security Registrar. (Indentures Section 1002)
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The Company shall not be required to (i) issue, register the transfer of
or exchange Debt Securities of any series for a period of 15 days immediately
preceding the date notice of redemption is given; (ii) register the transfer of
or exchange any Registered Security called for redemption in whole or in part,
except the unredeemed portion of any Registered Security being redeemed in
part; or (iii) exchange any Bearer Security called for redemption, except to
exchange such Bearer Security for a Registered Security of that series which is
immediately surrendered for redemption. (Indentures Section 305) The
Subordinated Indenture also provides that the Company shall not be required to
(i) issue, register the transfer of or exchange Subordinated Securities of any
series during a period beginning at the opening of business 15 days before the
day of mailing of a notice of exchange of Capital Securities for Subordinated
Securities of that series selected for exchange of Capital Securities therefor
and ending at the close of business on the day of such mailing; or (ii)
register the transfer of or exchange any security of a series selected for
exchange for Capital Securities. (Subordinated Indenture Section 305)
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States federal tax and securities laws and
regulations, Bearer Securities may not be offered, sold, resold or delivered,
as part of their issuance at any time or otherwise until 40 days after their
closing date, in the United States or to United States persons other than to
offices of United States financial institutions located outside the United
States which agree in writing to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations thereunder, and any underwriters, agents and
dealers participating in the offering of Debt Securities will agree that they
will not offer any Bearer Securities for sale or resale during the restricted
period in the United States or to United States persons (other than the
financial institutions described above) nor deliver Bearer Securities within
the United States. Bearer Securities will bear a legend substantially to the
following effect: "Any United States person who holds this obligation will be
subject to limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."
As used herein, "United States person" means any citizen or resident of
the United States, any corporation or partnership or other entity created or
organized in or under the laws of the United States or any state thereof or any
estate or trust the income of which is subject to United States federal income
taxation regardless of its source, and "United States" means the United States
of America (including the States and the District
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of Columbia), its territories, its possessions and other areas subject to its
jurisdiction. (Indentures Section 311)
TEMPORARY GLOBAL DEBT SECURITIES
Pending the availability of definitive Debt Securities, Debt Securities
which are issuable as Bearer Securities initially may be represented by one or
more temporary global Debt Securities, without interest coupons, to be
deposited with a common depositary in London for the Euroclear System
("Euroclear") and Cedel S.A. for credit to the designated accounts against
certifications to the effect described below. Unless otherwise indicated in
the applicable Prospectus Supplement, any such temporary global Debt Security
will be exchangeable only for definitive Bearer Securities. Such exchange may
occur following the availability of definitive forms of Bearer Securities,
subject to any further limitations described in the applicable Prospectus
Supplement, and only upon certification that such Bearer Securities are not
being acquired by or on behalf of a United States person (other than by or
through certain foreign branches of United States financial institutions) or by
a person who has purchased the Bearer Securities for resale within the United
States or to United States persons. No such Bearer Security delivered in
exchange for a portion of a temporary global Debt Security shall be mailed or
otherwise delivered to any location in the United States in connection with
such exchange. (Indentures Sections 304, 311)
If so specified in the applicable Prospectus Supplement, interest in
respect of any portion of a temporary global Debt Security payable in respect
of an Interest Payment Date prior to the issuance of definitive Bearer
Securities will be paid to each of Euroclear and Cedel S.A. with respect to
the portion of such temporary global Debt Security held for its account. Each
of Euroclear and Cedel S.A. will undertake in such circumstances to credit such
interest received by it in respect of a temporary global Debt Security to the
respective accounts for which it holds such temporary global Debt Security only
upon receipt in each case of certification that, as of the relevant Interest
Payment Date, the portion of such temporary global Debt Security on which such
interest is to be so credited is either not beneficially owned by a United
States person (other than by or through certain foreign branches of United
States financial institutions) or by a person who has purchased the Bearer
Securities for resale to United States persons. (Indentures Sections 304, 311)
PERMANENT GLOBAL DEBT SECURITIES
If any Debt Securities of a series are issuable in permanent global form,
the applicable Prospectus Supplement will describe the circumstances, if any,
under which beneficial owners of
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interests in any such permanent global Debt Security may exchange such
interests for Debt Securities of such series and of like tenor and principal
amount in any authorized form and denomination. No Bearer Debt Security
delivered in exchange for any portion of a permanent global Debt Security shall
be mailed or otherwise delivered to any location in the United States or its
possessions in connection with such exchange. Principal of (and premium, if
any) and interest, if any, on any permanent global Debt Security will be
payable in the manner described in the applicable Prospectus Supplement.
(Indentures Sections 305, 1002)
PAYMENT AND PAYING AGENTS
Payment of principal of (and premium, if any) and interest, if any, on
Bearer Securities will be payable in the currency, currency unit or currencies
designated in the applicable Prospectus Supplement, subject to any applicable
laws and regulations, at the offices of such Paying Agents outside the United
States as the Company may designate. Unless otherwise indicated in the
applicable Prospectus Supplement, payment of interest on Bearer Securities on
any Interest Payment Date will be made only against surrender of the coupon
relating to such Interest Payment Date. Unless otherwise indicated in the
applicable Prospectus Supplement, such payment of principal of (and premium, if
any) and interest, if any, on such Bearer Security will be made by a check in
the designated currency or currency unit or, if requested in writing by the
Holder, by transfer to an account in the designated currency or currency unit
maintained by the payee with a bank located outside the United States. No
payment with respect to any Bearer Security will be made at any office or
agency maintained by the Company in the United States nor will any such payment
be made by transfer to an account, or by mail to an address, in the United
States. Notwithstanding the foregoing, payments of principal of (and premium,
if any) and interest, if any, on Bearer Securities will be made in dollars at
the principal office of the Bank in The City of New York where at any
particular time its corporate trust business shall be administered (the
"Principal Trust Office") if payment of the full amount thereof in dollars at
all offices or agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions. (Indentures
Sections 301, 1001, 1002)
Unless otherwise indicated in the applicable Prospectus Supplement,
payment of principal (and premium, if any) on Registered Securities will be
made in the currency, currency unit or currencies designated in the applicable
Prospectus Supplement against surrender of such Registered Securities at the
Principal Trust Office or by check in the designated currency or currency unit
mailed to the person in whose name such Debt Security is
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registered. Unless otherwise indicated in the applicable Prospectus
Supplement, payment of any instalment of interest on Registered Securities will
be made to the person in whose name such Debt Security is registered at the
close of business on the Regular Record Date for such interest. Unless
otherwise indicated in the applicable Prospectus Supplement, payments of such
interest will be made at the Principal Trust Office or, at the option of the
Company, by a check in the designated currency or currency unit mailed to the
Holder at such Holder's registered address. (Indentures Sections 307, 1002)
The Bank acting through the Principal Trust Office has been designated as
the Company's Paying Agent in The City of New York. The Company may at any time
designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that the Company will maintain at least one Paying Agent in The City of
New York for payments with respect to Registered Securities of each series and,
if Debt Securities of a series are issuable as Bearer Securities, at least one
Paying Agent in a city outside the United States where Debt Securities of such
series may be presented and surrendered for payment, provided that, if the Debt
Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland Limited or the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent in London
or Luxembourg or any other required city located outside the United States, as
the case may be, for the Debt Securities of such series, so long as the Debt
Securities of such series are listed on such exchange. (Indentures Section
1002)
Any money paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) or interest on any Debt Security which
remain unclaimed at the end of two years after such principal (and premium, if
any) or interest has become due and payable will be repaid to the Company and
the Holder of such Debt Security or any coupon may thereafter look only to the
Company for payment thereof. (Indentures Section 1003)
RESTRICTIONS ON DISPOSITION OF BANK STOCK
The Senior Indenture provides that, so long as any Senior Securities
issued thereunder are Outstanding, the Company will not create a security
interest in more than 20% of the shares of Capital Stock of the Bank, or permit
more than 20% of such shares (exclusive of directors' qualifying shares) to be
held directly or indirectly other than (i) by the Company or (ii) by any
corporation which is wholly-owned (except for directors' qualifying shares) by
the Company. (Section 1006) The term "Capital Stock of the Bank" is defined in
the Senior Indenture as the capital stock, par value $15.00 per share, of the
Bank as
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such capital stock exists on the date of execution of such Indenture and such
other shares of stock of the Bank as shall have ordinary power to vote for
election of directors of the Bank and shall not have any preference as to
distribution of assets upon any dissolution or winding-up of the Bank.
(Section 101) The Senior Indenture does not contain any restriction on sales by
the Bank of its assets.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each Indenture provides that the Company may, without the consent of the
Holders of any of the Outstanding Debt Securities under such Indenture,
consolidate with, merge into or transfer its assets substantially as an
entirety to any corporation organized and existing under the laws of the United
States, any State or the District of Columbia, provided that the successor
corporation assumes the Company's obligations on the Debt Securities and under
the Indenture, and provided that after giving effect to the transaction no
Event of Default shall have happened and be continuing and that certain other
conditions are met. (Indentures Section 801)
CONVERSION RIGHTS
The terms, if any, on which Debt Securities may be convertible into or
exchangeable for other securities, including, without limitation, other
securities of the Company and securities of other entities, will be set forth
in the applicable Prospectus Supplement.
EXCHANGE OR REDEMPTION
Debt Securities may be subject to redemption and exchange in certain
events, in the manner, at the places and subject to the restrictions set forth
in or established pursuant to the applicable Indenture and set forth in the
Debt Securities and the applicable Prospectus Supplement.
MEETINGS
The Senior Indenture contains provisions for convening meetings of the
Holders of Senior Securities of a series if Senior Securities of that series
are issuable as Bearer Securities. (Senior Indenture Section 1301) The
Subordinated Indenture also contains provisions for convening meetings of the
Holders of Subordinated Securities. (Subordinated Indenture Section 1601) A
meeting may be called at any time by the respective Trustee, and also, upon
request, by the Company or the Holders of at least 10% in principal amount of
the Outstanding Securities of such series, in any such case upon notice given
in accordance with "-- Notices" below. (Senior Indenture Section 1302,
Subordinated Indenture Section 1602) Except as limited by
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the provisos in "THE SENIOR SECURITIES--Modifications and Waiver" and "THE
SUBORDINATED SECURITIES--Modifications and Waiver", any resolution presented at
a meeting or adjourned meeting duly reconvened at which a quorum is present may
be adopted by the affirmative vote of the Holders of a majority in principal
amount of the Outstanding Securities of that series; provided, however, that,
except as limited by such provisos, any resolution with respect to any consent
or waiver which may be given by the Holders of not less than 66-2/3% in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened at which a quorum is present
only by the affirmative vote of the Holders of 66-2/3% in principal amount of
the Outstanding Securities of that series; and provided, further, that, except
as limited by the provisos referred to immediately above, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative vote of
the Holders of such specified percentage in principal amount of the Outstanding
Securities of that series. Any resolution passed or decision taken at any
meeting of Holders of Outstanding Securities of any series duly held in
accordance with the applicable Indenture will be binding on all Holders of Debt
Securities of that series and any related coupons. The quorum at any meeting
called to adopt a resolution, and at any reconvened meeting, will be persons
holding or representing a majority in principal amount of the Outstanding
Securities of a series; provided, however, that if any action is to be taken at
such meeting with respect to a consent or waiver which may be given by the
Holders of not less than 66-2/3% in principal amount of the Outstanding
Securities of a series, the persons holding or representing 66-2/3% in
principal amount of the Outstanding Securities of such series will constitute a
quorum. (Senior Indenture Section 1304, Subordinated Indenture Section 1604)
NOTICES
Except as otherwise provided in the relevant Indenture, notices to
Holders of Bearer Securities will be given by publication at least twice in a
daily newspaper in The City of New York and, if Debt Securities of such series
are then listed on The Stock Exchange of the United Kingdom and the Republic of
Ireland Limited or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, in
a daily newspaper in London or Luxembourg or any other required city located
outside the United States, as the case may be, or, if not practicable,
elsewhere in Europe. Notices to Holders of Registered Securities will be
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given by mail to the addresses of such Holders as they appear in the Security
Register. (Indentures Sections 101, 106)
TITLE
Title to any Bearer Security, any coupons appertaining thereto and any
temporary global Debt Security will pass by delivery. The Company, the Senior
Trustee or the Subordinated Trustee, as the case may be, and any agent of the
Company or of such Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon and the registered owner of any Registered Security as the
absolute owner thereof (whether or not any such Debt Security or coupon shall
be overdue and notwithstanding any notice to the contrary) for the purpose of
making payment and for all other purposes. (Indentures Section 308)
REPLACEMENT OF SECURITIES AND COUPONS
Any Debt Security (including any coupons appertaining to Bearer
Securities) that becomes mutilated, destroyed, lost or stolen will be replaced
by the Company at the expense of the Holder upon delivery to the Trustee of the
Debt Security and any coupons appertaining thereto or evidence of the
destruction, loss or theft thereof satisfactory to the Company and such
Trustee. An indemnity satisfactory to such Trustee and the Company may be
required before a replacement Debt Security or coupon will be issued.
(Indentures Section 306)
GOVERNING LAW
Each Indenture, the Debt Securities and the coupons will be governed by
and construed in accordance with the laws of the State of New York. (Senior
Indenture Section 113, Subordinated Indenture Section 112)
THE SENIOR SECURITIES
EVENTS OF DEFAULT AND WAIVER THEREOF
The Senior Indenture provides that the happening of one or more of the
following events shall constitute an Event of Default with respect to the
Senior Securities of any series: (i) default in the payment of interest on any
Senior Security of such series for a period of 30 days; (ii) default in the
payment of the principal of (or premium, if any, on) any Senior Security of
such series; (iii) default in performance, or breach, of any covenant or
warranty of the Company contained in the Senior Indenture for the benefit of
Senior Securities of such series for a period of 60 days after notice has been
given to the Company; (iv) certain events of insolvency of the Company; and (v)
any other Event of Default specifically provided for by the terms of the Senior
Securities of such series. (Section 501) Any additional Events
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of Default with respect to any series of Senior Securities will be specified in
the applicable Prospectus Supplement relating to such series. In case an Event
of Default shall have occurred and be continuing with respect to the Senior
Securities of any series, the Senior Trustee or the Holders of not less than
25% in principal amount of the Senior Securities of such series then
outstanding may declare the principal of the Senior Securities of such series
(or, if the Senior Securities of such series were issued as discounted Senior
Securities, such portion of the principal as may be specified in the terms of
that series) to be due and payable immediately, but such declaration may be
annulled, and certain past defaults waived, by the Holders of not less than a
majority in principal amount of the Senior Securities of such series, upon the
conditions provided in the Senior Indenture. (Sections 502, 513)
The Senior Indenture provides that, subject to the duty of the Senior
Trustee during a default to act with the required standard of care, the Senior
Trustee will be under no obligation to exercise any of its rights or powers
under the Senior Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Senior Trustee reasonable
indemnity. (Sections 601, 603) Subject to such provisions for the
indemnification of the Senior Trustee and certain other conditions, the Holders
of a majority in principal amount of the Outstanding Senior Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Senior Trustee, or exercising
any trust or power conferred on the Senior Trustee, with respect to the Senior
Securities of that series. (Section 512)
The Company is required to furnish to the Senior Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Senior Indenture and as to any default in such performance. (Section
1007)
MODIFICATION AND WAIVER
Modifications and amendments of the Senior Indenture may be made by the
Company and the Senior Trustee with the consent of the Holders of not less than
66-2/3% in principal amount of the Outstanding Senior Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Senior Security affected thereby, (1) change the Stated Maturity of
the principal of, or any instalment of principal of or interest on, any Senior
Security; (2) reduce the principal amount of any Senior Security or change the
rate of interest or the method of calculation of interest thereon (except as
provided in the Senior Indenture or in such Senior Security), or any premium
payable upon the redemption thereof; (3) change
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any obligation of the Company to pay additional amounts pursuant to the Senior
Indenture; (4) reduce the amount of principal of an Original Issue Discount
Senior Security payable upon acceleration of the maturity thereof; (5)
adversely affect the right of repayment, if any, at the option of the Holder
thereof; (6) change the coin or currency in which any Senior Security or any
premium or any interest thereon is payable; (7) impair the right to institute
suit for the enforcement of any payment on or with respect to any Senior
Security; (8) reduce the percentage in principal amount of Outstanding Senior
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Senior Indenture or for waiver of compliance
with certain provisions of the Senior Indenture or for waiver of certain
defaults; (9) change any obligation of the Company to maintain an office or
agency in the Borough of Manhattan, The City of New York, or any obligation of
the Company to maintain an office or agency outside the United States pursuant
to the Senior Indenture; or (10) modify certain provisions of the Senior
Indenture requiring consent of specified percentages of Holders except to
increase any such percentage. (Section 902)
The Holders of at least 66-2/3% in principal amount of the Outstanding
Senior Securities of each series may, on behalf of all Holders of Senior
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Senior
Indenture. (Section 1008) The Holders of not less than a majority in principal
amount of the Outstanding Senior Securities of each series may, on behalf of
the Holders of all the Senior Securities of that series and any coupons
appertaining thereto, waive any past default under the Senior Indenture with
respect to Senior Securities of that series, except a default (i) in the
payment of principal of (or premium, if any) or interest, if any, on any Senior
Security of such series, or (ii) in respect of a covenant or provision of the
Senior Indenture which cannot be modified or amended without the consent of the
Holder of each Outstanding Senior Security of such series affected thereby.
(Section 513)
DEFEASANCE
The Company may elect to defease and be discharged from its obligations
under the Senior Indenture with respect to Senior Securities of any series on
the terms and subject to the conditions contained in the Senior Indenture, by
(a) depositing irrevocably with the Senior Trustee as trust funds (i) in the
case of Senior Securities denominated in a foreign currency, money in such
foreign currency or Foreign Government Obligations (as defined below) of the
foreign government or governments issuing such foreign currency, in each case
in an amount which through the payment of interest, principal or premium, if
any, in respect thereof in accordance with their terms will provide
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(without any reinvestment of such interest, principal or premium), not later
than one Business Day before the due date of any payment, money in such foreign
currency or (ii) in the case of Senior Securities denominated in U.S. dollars,
U.S. dollars or U.S. Government Obligations (as defined below), in each case in
an amount which through the payment of interest, principal or premium, if any,
in respect thereof in accordance with their terms will provide (without any
reinvestment of such interest, principal or premium), not later than one
Business Day before the due date of any payment, U.S. dollars or (iii) a
combination of U.S. dollars and U.S. Government Obligations or Foreign
Government Obligations, as applicable, sufficient to pay the principal of or
premium, if any, and interest, if any, on the Senior Securities of such series
as are due and (b) satisfying certain other conditions precedent specified in
the Senior Indenture. Such deposit and defeasance is conditioned, among other
things, upon the Company's delivery to the Senior Trustee of an opinion of
counsel that the Holders of the Senior Securities of such series will have no
federal income tax consequences as a result of such deposit and termination.
(Article Fifteen)
"U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case,
under clauses (i) or (ii) are not callable or redeemable at the option of the
issuer thereof. "Foreign Government Obligations" means securities denominated
in a foreign currency that are (i) direct obligations of a foreign government
for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of a foreign government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such foreign government,
which, in either case, under clauses (i) or (ii) have, at the time of
defeasance, a rating from a nationally recognized rating agency in their
country of issue or the United States at least equivalent to the highest rating
given to the Senior Securities being defeased by Moody's Investors Service,
Inc. or Standard & Poor's Corporation at any time since the issuance of such
Senior Securities, and are not callable or redeemable at the option of the
issuer thereof. (Section 101)
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REGARDING THE SENIOR TRUSTEE
Bankers Trust Company, the Senior Trustee under the Senior Indenture, has
its principal corporate trust office at Four Albany Street, New York, New York
10015. Bankers Trust Company also serves as trustee under the indentures with
the Company relating to the Floating Rate Notes Due 1999, the 8-1/2% Notes Due
1996, the 7-7/8% Notes Due 1997, the fixed and floating rate Medium-Term Notes
and Senior Medium-Term Notes, Series A and Series B of the Company. The
Corporation has normal banking relationships with the Senior Trustee.
THE SUBORDINATED SECURITIES
EVENTS OF DEFAULT AND WAIVER THEREOF
The Subordinated Indenture defines an Event of Default with respect to
Subordinated Securities of any series as certain events involving the
bankruptcy, insolvency or reorganization of the Company and such other events
as may be established for any series of Subordinated Securities. However, the
inability of the Company to pay its debts as they become due and the
appointment of a conservator with respect to a depository institution
subsidiary of the Company insured by the FDIC or any successor agency do not
constitute Events of Default under the Subordinated Indenture. (Section 501)
If an Event of Default with respect to Subordinated Securities of any series at
the time outstanding occurs and is continuing, either the Subordinated Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Subordinated Securities of that series, by notice as provided in
the Subordinated Indenture, may declare the principal amount (or, if the
Subordinated Securities of that series are Original Issue Discount Subordinated
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Subordinated Securities of that series to be
due and payable immediately in cash. The foregoing provision would be subject
as to enforcement to the broad equity powers of a federal bankruptcy court and
to the determination by that court of the nature of the rights of the Holders
of the Subordinated Securities of such series. At any time after a declaration
of acceleration with respect to Subordinated Securities of any series has been
made, but before a judgment or decree for payment of the money due has been
obtained by the Subordinated Trustee, the Holders of a majority in aggregate
principal amount of the Outstanding Subordinated Securities of that series may,
under certain circumstances, rescind and annul such declaration. (Sections 502,
513)
The Subordinated Indenture does not provide for any right of acceleration
of the payment of principal of the Subordinated Securities of any series upon a
default in the payment (including any obligation to exchange Capital Securities
(as defined below)
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for Subordinated Securities of such series) of principal of (or premium, if
any) or interest, if any, on the Subordinated Securities of such series, or in
the performance of any covenant or agreement in the Subordinated Indenture or
in the terms of the Subordinated Securities of such series. In the event of
any such default (including a default in such payment or exchange at the stated
maturity date of the Subordinated Securities of such series), the Company will,
upon demand of the Subordinated Trustee, pay to it, for the benefit of the
Holders of the Subordinated Securities of such series, the whole amount then
due and payable on the Subordinated Securities of such series for principal
(and premium, if any) and interest, if any, including the delivery of any
Capital Securities then required to be delivered. The Subordinated Indenture
provides that if the Company fails to pay such amount (or to deliver any such
Capital Securities) forthwith upon such demand, the Subordinated Trustee may,
among other things, institute a judicial proceeding for the collection thereof
or for delivery of any Capital Securities required to be delivered. The
Subordinated Indenture also provides that if Capital Securities are
exchangeable for Subordinated Securities of such series and the Company shall
fail to elect the type of Capital Securities to be exchanged for Subordinated
Securities of such series on the relevant exchange date or shall fail to issue
or deliver such Capital Securities on or prior to such exchange date, the
Company shall be liable to the Holders of Subordinated Securities of such
series for the payment of the principal amount of Subordinated Securities of
such series (or the applicable percentage thereof) in cash on the earlier of
the relevant proposed exchange date or the stated maturity date of Subordinated
Securities of such series. The limitation on the right of acceleration
described above permits limited amounts of Subordinated Securities with certain
original weighted average maturities to qualify as supplementary or "Tier 2"
capital of the Company under current regulatory guidelines for bank holding
companies. Any additional Events of Default with respect to any series of
Subordinated Securities, including any related right of acceleration, will be
specified in the applicable Prospectus Supplement. (Section 503)
The Subordinated Indenture provides that, subject to the duty of the
Subordinated Trustee during the continuance of an Event of Default or Default
to act with the required standard of care, the Subordinated Trustee will be
under no obligation to exercise any of its rights or powers under the
Subordinated Indenture at the request or direction of any of the Holders of the
Subordinated Securities of any series, unless such Holders shall have offered
to the Subordinated Trustee reasonable indemnity. Subject to such provisions
for the indemnification of the Subordinated Trustee, the Holders of a majority
in aggregate principal amount of the Outstanding Subordinated Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to
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the Subordinated Trustee, or exercising any trust or power conferred on the
Subordinated Trustee, with respect to the Subordinated Securities of such
series. (Sections 512, 601, 603)
The Subordinated Indenture provides that notwithstanding any other
provision of the Subordinated Indenture, each Holder of Subordinated Securities
of any series shall have the right to institute suit for the enforcement of any
payment (including any delivery of Capital Securities to be exchanged for such
Subordinated Securities) of principal of (and premium, if any) and interest, if
any, on such Subordinated Securities on the respective stated maturity dates
expressed in such Subordinated Securities or on the Exchange Date or the
redemption date thereof, as the case may be, and that such right shall not be
impaired without the consent of such Holder. (Section 508)
The Holders of not less than a majority in principal amount of the
Outstanding Subordinated Securities of any series may, on behalf of the holders
of all Subordinated Securities of such series, waive any past default under the
Subordinated Indenture with respect to Subordinated Securities of such series
and its consequences, except a default (i) in the payment (including any
obligation to exchange Capital Securities for Subordinated Securities of such
series) of principal of (or premium, if any) or interest, if any, on any
Subordinated Security of such series, or (ii) in respect of a covenant or
provision of the Subordinated Indenture which cannot be modified or amended
without the consent of the Holder of each Outstanding Subordinated Security of
such series affected thereby. (Section 513)
The Company is required to file annually with the Subordinated Trustee a
written statement as to the existence or non-existence of defaults. (Section
1006)
MODIFICATION AND WAIVER
The Subordinated Indenture provides that, with the consent of the Holders
of not less than 66-2/3% in principal amount of the Outstanding Subordinated
Securities of each series affected thereby, modifications and alterations of
the Subordinated Indenture may be made which affect the rights of the Holders
of the Subordinated Securities of such series, but no such modification or
alteration may be made without the consent of the Holder of each Subordinated
Security affected thereby which would (i) change the fixed maturity of the
principal of, or any instalment of principal of or interest on, any
Subordinated Security, or reduce the principal amount thereof or change the
rate or rates (or the method of ascertaining the rate or rates) of interest
thereon (except as provided in the Subordinated Indenture or in the
Subordinated Securities of such series) or any premium payable upon the
redemption thereof, or reduce the portion of the principal amount of any
Original Issue Discount
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Subordinated Security payable upon acceleration of the maturity thereof, or
change any place where, or the coin or currency in which, the principal amount
of any Subordinated Security or any premium or interest thereon is payable, or
impair any right to institute suit for the enforcement of any right to receive
payment of the principal of (and premium, if any) and interest, if any, on such
Subordinated Security on the respective stated maturity dates expressed in such
Subordinated Security (or, in the case of redemption, on the redemption date),
or, if applicable, to have delivered Capital Securities to be exchanged for
such Subordinated Security and to have such Capital Securities sold in a
secondary offering to the extent provided in such Subordinated Security and in
the Subordinated Indenture, or modify the provisions of the Subordinated
Indenture with respect to the subordination of the Subordinated Securities of
such series in a manner adverse to the Holders, or (ii) reduce the above-stated
percentage in principal amount of Outstanding Subordinated Securities of such
series required to modify or alter the Subordinated Indenture, or (iii) impair
the right of any Holder of Subordinated Securities of such series, subject to
the provisions of the Subordinated Indenture and of Subordinated Securities of
such series, to receive on any exchange date for Subordinated Securities of
such series Capital Securities with a market value equal to the amount
established with respect to the Securities of such series held by such Holder.
(Sections 902, 1007)
EXCHANGEABILITY
If so provided in the applicable Prospectus Supplement, Subordinated
Securities may be exchangeable, either upon the occurrence of certain events
described in the applicable Prospectus Supplement or at the option of the
Company or both, for Capital Securities, and certain funds may be designated
with regard to the Subordinated Securities as Available Funds (as defined in
the applicable Prospectus Supplement) or Optional Available Funds (as defined
in the applicable Prospectus Supplement) for United States bank regulatory
purposes. In certain circumstances, Subordinated Securities may also provide
Holders with the right to elect to receive cash for Capital Securities issued
in exchange for Offered Subordinated Securities. The applicable Prospectus
Supplement will set forth the terms, conditions and restrictions relating to
any of the foregoing provisions applicable to a series of Subordinated
Securities. (Sections 1301, 1310, 1401)
"Capital Securities" means any securities issued by the Company which
consist of any one of the following: (i) Common Stock (as defined in the
Subordinated Indenture), (ii) Perpetual Preferred Stock (as defined in the
Subordinated Indenture), or (iii) other securities which at the date of
issuance are securities of a type that may constitute capital of the Company
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in unlimited amounts for which Subordinated Securities are permitted to be
exchanged under regulations of, or other determinations by, the Company's
Primary Federal Regulator (as defined in the applicable Prospectus Supplement),
provided that if any securities under (iii) are (a) issued in exchange for
Subordinated Securities under the Subordinated Indenture and (b) debt
obligations for which Capital Securities are exchangeable, the Company shall
have received the approval of the Company's Primary Federal Regulator for such
issuance. Capital Securities may have such terms, rights and preferences as
may be determined by the Company. (Section 101)
The staff of the SEC has advised that Rule 13e-4 and Rule 14e-1 of the
SEC's rules and regulations relating to tender offers, as currently interpreted
and in effect, would be applicable to the exchange of Capital Securities for
Subordinated Securities and to the related secondary offering. If the staff
were to continue to take this position, the Company intends, subject to its
right to seek appropriate relief (which may or may not be available) from the
application of such rules, at the time of the exchange of Capital Securities
for Subordinated Securities and the related secondary offering to comply with
Rule 13e-4 and Rule 14e-1 (or any successor rules), as then interpreted and in
effect, and to afford holders of Subordinated Securities all rights under, and
to make all filings required by, such rules (or successor rules).
SUBORDINATION
The obligation of the Company to make any payment on account of the
principal of (and premium, if any) and interest, if any, on the Subordinated
Securities will be subordinate and junior in right of payment to the Company's
obligations to the holders of Senior Indebtedness of the Company to the extent
described in the next paragraph. "Senior Indebtedness of the Company" is
defined in the Subordinated Indenture to mean the obligations of the Company to
its creditors other than the Holders of the Subordinated Securities, whether
outstanding on the date of execution of the Subordinated Indenture or
thereafter incurred, except obligations "ranking on a parity with the
(Subordinated) Securities" or "ranking junior to the (Subordinated) Securities"
(as those terms are defined in the Subordinated Indenture). The obligations of
the Company in respect of the Subordinated Securities will rank on a parity
with the Company's obligations in respect of the Floating Rate Subordinated
Notes Due 1997, the 7-1/2% Subordinated Notes Due 1997, the 10% Subordinated
Notes Due 1999, the 8% Subordinated Notes Due 1999, the 7-3/4% Subordinated
Notes due 1999, the Floating Rate Subordinated Notes Due 2000, the 9-3/8%
Subordinated Notes Due 2001, the 9-3/4% Subordinated Notes Due 2001, the 7.50%
Subordinated Notes Due 2003, the Floating Rate Subordinated Notes Due 2003, the
Floating Rate Subordinated Notes Due August 1, 2003, the 7.50%
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Subordinated Notes Due 2003, the 7-7/8% Subordinated Notes Due 2004, the 6.50%
Subordinated Notes Due 2005, the 6.75% Subordinated Notes Due 2008, the 6-1/8%
Subordinated Notes Due 2008, the 6.50% Subordinated Notes Due 2009, the
Floating Rate Subordinated Notes Due 2009 and the Subordinated Medium-Term
Notes, Series A and Series B, issued by the Company and any other obligations
of the Company ranking on a parity with the Subordinated Securities. The
obligations of the Company in respect of the Subordinated Securities of any
series will rank on a parity with the obligations of the Company in respect of
the Subordinated Securities of each other series. (Section 1201)
In the case of any insolvency, receivership, conservatorship,
reorganization, readjustment of debt, marshalling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to the
Company as a whole, whether voluntary or involuntary, all obligations of the
Company to Holders of Senior Indebtedness of the Company shall be entitled to
be paid in full before any payment shall be made on account of the principal of
(and premium, if any) and interest, if any, on the Subordinated Securities. At
June 30, 1994, the outstanding Senior Indebtedness of the Company, exclusive of
guarantees and other contingent obligations, was approximately $2.7 billion.
In the event of any such proceeding, after payment in full of all sums owing
with respect to Senior Indebtedness of the Company, the Holders of the
Subordinated Securities, together with the holders of any obligations of the
Company ranking on a parity with the Subordinated Securities, shall be entitled
to be paid from the remaining assets of the Company the amounts at the time due
and owing on account of unpaid principal of (and premium, if any) and interest,
if any, on the Subordinated Securities before any payment or other
distribution, whether in cash, property or otherwise, shall be made on account
of any capital stock or any obligations of the Company ranking junior to the
Subordinated Securities. By reason of such subordination, in the event of the
insolvency of the Company, Holders of Senior Indebtedness of the Company may
receive more, ratably, and Holders of the Subordinated Securities having a
claim pursuant to the Subordinated Securities may receive less, ratably, than
the other creditors of the Company. Such subordination will not prevent the
occurrence of any Event of Default in respect of the Subordinated Securities.
See "-- Events of Default and Waiver Thereof" for limitations on the right of
acceleration of Subordinated Securities. (Section 1201)
REGARDING THE SUBORDINATED TRUSTEE
Chemical Bank, the Subordinated Trustee under the Subordinated Indenture,
has its principal corporate trust office at 450 West 33rd Street, New York, New
York 10001. Chemical Bank serves as Trustee with respect to the 7-1/2%
Subordinated Notes Due 1997, the 10% Subordinated Notes Due 1999, the 8%
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Subordinated Notes Due 1999, the 7-3/4% Subordinated Notes due 1999, the
9-3/8% Subordinated Notes Due 2001, the 9-3/4% Subordinated Notes Due 2001, the
7.50% Subordinated Notes Due 2003, the Floating Rate Subordinated Notes Due
2003, the Floating Rate Subordinated Notes Due August 1, 2003, the 7.50%
Subordinated Notes Due 2003, the 7-7/8% Subordinated Notes Due 2004, the 6.50%
Subordinated Notes Due 2005, the 6.75% Subordinated Notes Due 2008, the 6-1/8%
Subordinated Notes Due 2008, the 6.50% Subordinated Notes Due 2009 and the
Subordinated Medium-Term Notes, Series A and Series B, of the Company, which
are currently outstanding under the Subordinated Indenture. The Corporation
has normal banking relationships with the Subordinated Trustee.
DESCRIPTION OF PREFERRED STOCK
The following description of Preferred Stock sets forth certain general
terms and provisions of the series of Preferred Stock to which any Prospectus
Supplement may relate. Certain other terms of any particular series of
Preferred Stock (including Preferred Stock issuable upon conversion or exchange
of any Debt Security) will be described in the applicable Prospectus
Supplement. If so indicated in the applicable Prospectus Supplement, the terms
of any such series of Preferred Stock may differ from the terms set forth
below. The description of Preferred Stock set forth below and the description
of the terms of a particular series of Preferred Stock set forth in the
applicable Prospectus Supplement do not purport to be complete and are
qualified in their entirety by reference to the Company's Restated Certificate
of Incorporation, as amended (the "Certificate of Incorporation"), and the
Certificate of Designation, Preferences and Rights relating to such series of
Preferred Stock, which will be filed or incorporated by reference as an exhibit
to the Registration Statement to which this Prospectus relates. Preferred
Stock, if so indicated in the applicable Prospectus Supplement, may be issuable
in exchange for a series of Debt Securities or upon conversion thereof.
GENERAL
Under the Certificate of Incorporation, the Board of Directors of the
Company is authorized to issue up to 100,000,000 shares of Preferred Stock,
without par value, in one or more series, with such voting powers, full or
limited but not to exceed one vote per share, or without voting powers, and
with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors and as are not stated and
expressed in the Certificate of Incorporation. As used herein the term "Board
of Directors" means the Board of Directors of the Company and
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includes any duly authorized committee thereof. Prior to the issuance of each
series of Preferred Stock, the Board of Directors will adopt resolutions
creating and designating suchseries as a series of preferred stock of the
Company.
As of June 30, 1994, exclusive of the Preferred Stock, Floating Rate
Series F, which was redeemed on July 15, 1994, there were 56,000,000 shares of
preferred stock of the Company outstanding and having an aggregate stated value
of approximately $1,400,000,000. Unless otherwise specified in the applicable
Prospectus Supplement, the shares of each series of Preferred Stock will rank
on a parity as to dividends and distributions of assets with each other and
with the currently outstanding series of preferred stock of the Company which
have been designated as Preferred Stock, 10 1/2% Series G, with a stated value
of $25 per share, Preferred Stock, 9.76% Series H, with a stated value of $25
per share, Preferred Stock, 10.84% Series I, with a stated value of $25 per
share, Preferred Stock, 9.08% Series J, with a stated value of $25 per share,
Preferred Stock, 8-1/2% Series K, with a stated value of $25 per share,
Preferred Stock, 8.32% Series L, with a stated value of $25 per share,
Preferred Stock, 8.40% Series M, with a stated value of $25 per share, and
Preferred Stock, Adjustable Rate Series N, with a stated value of $25 per
share, and will rank senior to the Company's authorized but unissued Junior
Participating Preferred Stock.
Under regulations adopted by the Board of Governors of the Federal
Reserve System (the "Federal Reserve Board"), if the holders of shares of any
series of preferred stock of the Company become entitled to vote for the
election of directors because dividends on such series are in arrears (see
"Voting Rights"), such series may then be deemed a "class of voting securities"
and a holder of 25 percent or more of such series (or a holder of 5 percent or
more if it otherwise exercises a "controlling influence" over the Company) may
then be subject to regulation as a bank holding company in accordance with the
Bank Holding Company Act of 1956, as amended. In addition, at such time as
such series is deemed a class of voting securities, any other bank holding
company may be required to obtain the prior approval of the Federal Reserve
Board to acquire 5 percent or more of such series.
Reference is made to the Prospectus Supplement relating to either the
particular series of Preferred Stock offered thereby or the particular series
of Debt Securities offered thereby which is convertible or exchangeable for a
particular series of Preferred Stock for certain specific terms thereof,
including: (i) the designation, number of shares and stated value per share;
(ii) the amount of liquidation preference; (iii) the initial public offering
price at which shares of such series of Preferred Stock will be sold; (iv) the
dividend rate or rates (or method of ascertaining the same); (v) the dates on
which dividends shall be
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payable, the date from which dividends shall accrue and the record dates for
determining the holders entitled to such dividends; (vi) any redemption or
sinking fund provisions; (vii) any conversion or exchange provisions; and
(viii) any additional dividend, redemption, liquidation or other preferences or
rights and qualifications, limitations or restrictions thereof.
The shares of Preferred Stock will, when issued, be fully paid and
nonassessable and will have no preemptive rights.
Unless otherwise specified in the applicable Prospectus Supplement, the
transfer agent, registrar and dividend disbursing agent for shares of each
series of Preferred Stock will be Mellon Securities Trust Company.
VOTING RIGHTS
Holders of shares of Preferred Stock will have no voting rights, except
as set forth below or otherwise required by law.
In the event that six quarterly dividends (whether or not consecutive)
payable on any share or shares of any series of preferred stock of the Company
shall be in arrears, the holders of shares of each series of Preferred Stock,
voting separately as a class with the holders of shares of any one or more
other series of preferred stock of the Company upon which like voting rights
have been conferred (including any other series of Preferred Stock), shall be
entitled at the Company's next annual meeting of stockholders (and at each
subsequent annual meeting of stockholders), unless all dividends in arrears
have been paid or declared and set apart for payment prior to such meeting (or
such subsequent meeting), to cast one-fortieth (1/40) of one vote for each $25
of involuntary liquidation preference (exclusive of accrued and unpaid
dividends thereon) for each share of such series of Preferred Stock held of
record (but not more than one vote per share) for the election of two directors
of the Company, with the remaining directors of the Company to be elected by
the holders of shares of any other class or classes or series of stock entitled
to vote therefor. Until the arrears in payments of all dividends which
permitted the election of such directors shall cease to exist, any director who
has been so elected pursuant to the preceding sentence may be removed at any
time, either with or without cause, only by the affirmative vote of the holders
of the shares at the time entitled to cast a majority of the votes entitled to
be cast for the election of any such director at a special meeting of such
holders called for that purpose, and any vacancy thereby created may be filled
by the vote of such holders. If and when such arrears shall cease to exist,
the holders of shares of such series of Preferred Stock shall be divested of
the foregoing special voting rights, subject to revesting in the event of each
and every subsequent like
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arrears in payments of dividends. Upon the termination of each such special
voting right, the terms of office of all persons who may have been elected
directors by vote of the holders of such shares of preferred stock of the
Company pursuant to such special voting right shall immediately terminate.
Without the consent of the holders of shares entitled to cast at least
two-thirds of the votes entitled to be cast by the holders of the total number
of shares of preferred stock of the Company then outstanding, voting as a class
without regard to series, with the holders of shares of each series of
Preferred Stock being entitled to cast one-fortieth (1/40) of one vote for each
$25 of involuntary liquidation preference (exclusive of accrued and unpaid
dividends thereon) for each share of such series of Preferred Stock (but not
more than one vote per share), the Company may not: (a) create any class or
series of stock which shall have preference as to dividends or distributions of
assets over any outstanding series of preferred stock of the Company (other
than a series which has no right to object to such creation) or (b) alter or
change the provisions of the Certificate of Incorporation so as to adversely
affect the voting power, preferences or special rights of the holders of shares
of preferred stock of the Company; provided, however, that if such creation or
such alteration or change would adversely affect the voting power, preferences
or special rights of one or more, but not all, series of preferred stock of the
Company at the time outstanding, consent of the holders of shares entitled to
cast at least two-thirds of the votes entitled to be cast by the holders of all
of the shares of all such series so affected, voting as a class, shall be
required in lieu of the consent of the holders of shares entitled to cast at
least two-thirds of the votes entitled to be cast by the holders of the total
number of shares of preferred stock of the Company at the time outstanding.
Without limiting the generality of the foregoing, the creation of any class or
series of stock entitled to vote as a class together with the holders of shares
of any series of Preferred Stock on the matters set forth in this paragraph,
the holders of shares of which are entitled to cast more than one-fortieth
(1/40) of one vote for each $25 of involuntary liquidation preference
(exclusive of accrued and unpaid dividends thereon) to which the holders of
such shares of such class or series are entitled, shall be deemed to adversely
affect the voting power of such series of Preferred Stock.
DIVIDENDS
The holders of shares of each series of Preferred Stock shall be entitled
to receive, when and as declared by the Board of Directors, out of funds
legally available therefor, cumulative or non-cumulative cash or other
dividends on such dates and at such rate or rates as are set forth in, or as
are determined by the method described in, the applicable Prospectus
Supplement.
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Dividends on the shares of each series of Preferred Stock will accrue from the
date on which the Company initially issues shares of such series or as
otherwise set forth in the applicable Prospectus Supplement. Each dividend
will be payable to holders of record as they appear on the stock register of
the Company on the record dates fixed by the Board of Directors, as specified
in the applicable Prospectus Supplement.
So long as the shares of any series of Preferred Stock shall be
outstanding, unless (i), when applicable, full cumulative dividends shall have
been paid or declared and set apart for payment on all outstanding shares of
Preferred Stock and other classes and series of preferred stock of the Company
(other than Junior Stock, as defined below) and (ii) the Company shall not be
in default or in arrears with respect to any sinking or other analogous fund or
other agreement for the purchase, redemption or other retirement of any shares
of preferred stock of the Company (other than Junior Stock), the Company may
not declare any dividends on any shares of Common Stock, par value $2.00 per
share, of the Company ("Common Stock") or any other stock of the Company
ranking as to dividends or distributions of assets junior to each series of
Preferred Stock (the Common Stock and any such other stock being herein
referred to as "Junior Stock"), or make any payment on account of, or set apart
money for, a sinking or other analogous fund for the purchase, redemption or
other retirement of any shares of Junior Stock or make any distribution in
respect thereof, whether in cash or property or in obligations or stock of the
Company, other than Junior Stock. In the event that there shall be outstanding
shares of any other series of preferred stock of the Company (including any
other series of Preferred Stock) ranking on a parity as to dividends with any
series of Preferred Stock and dividends on shares of such series of Preferred
Stock or such other series of preferred stock of the Company are in arrears,
the Company, in making any dividend payment on account of such arrears, is
required to make payments ratably on all outstanding shares of such series of
Preferred Stock and such other series of preferred stock of the Company in
proportion to the respective amounts of dividends in arrears on all such
outstanding shares of such series of Preferred Stock and such other series of
preferred stock of the Company to the date of such dividend payment. Holders
of shares of any series of Preferred Stock shall not be entitled to any
dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends on shares of such series of Preferred Stock. No interest,
or sum of money in lieu of interest, shall be payable in respect of any
dividend payment or payments which may be in arrears.
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REDEMPTION
The shares of any series of Preferred Stock may be redeemable at the
option of the Company and may be subject to mandatory redemption pursuant to a
sinking fund or otherwise, in each case upon the terms, at the times and at the
redemption prices set forth in the applicable Prospectus Supplement.
If any dividends on shares of any series of Preferred Stock are in
arrears, no shares of such series shall be redeemed unless all outstanding
shares of such series are simultaneously redeemed, and the Company shall not
purchase or otherwise acquire any shares of such series; provided, however,
that the foregoing shall not prevent the purchase or acquisition of shares of
such series pursuant to a purchase or exchange offer made on the same terms to
holders of all outstanding shares of such series.
LIQUIDATION PREFERENCE
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company, the holders of shares of each series of Preferred
Stock shall be entitled to receive out of the assets of the Company available
for distribution to stockholders, before any distribution of assets is made to
the holders of Common Stock or of any other shares of stock of the Company
ranking as to such a distribution junior to the shares of such series, an
amount described in the applicable Prospectus Supplement. The holders of the
presently outstanding shares of preferred stock of the Company are entitled to
receive amounts equal to the stated value of such shares. If upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company,
the amounts payable with respect to shares of each series of Preferred Stock
and any other shares of stock of the Company ranking as to any such
distribution on a parity with shares of such series of Preferred Stock are not
paid in full, the holders of shares of such series of Preferred Stock and of
such other shares will share ratably in any such distribution of assets of the
Company in proportion to the full respective preferential amounts to which they
are entitled. After payment to the holders of shares of such series of
Preferred Stock of the full preferential amounts to which they are entitled,
the holders of shares of such series of Preferred Stock will not be entitled to
any further participation in any distribution of assets by the Company, unless
otherwise provided in the applicable Prospectus Supplement. The consolidation
or merger of the Company with or into any other corporation, or the sale of
substantially all the assets of the Company in consideration for the issuance
of equity securities of another corporation, shall not be regarded as a
liquidation, dissolution or winding up of the Company, if the voting power,
preferences or special rights of the holders of shares of such series of
Preferred Stock are not impaired thereby.
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CONVERSION AND EXCHANGEABILITY PROVISIONS
The terms, if any, on which shares of any series of Preferred Stock are
convertible into or exchangeable for shares of Common Stock will be set forth
in the applicable Prospectus Supplement. Such terms may include provisions for
conversion or exchange, either mandatory, at the option of the holder, or at
the option of the Company, in which the number of shares of Common Stock to be
received by the holders of Preferred Stock would be calculated according to the
market price of Common Stock as of a time stated in the applicable Prospectus
Supplement. See "DESCRIPTION OF COMMON STOCK."
DESCRIPTION OF COMMON STOCK
If so specified in the Prospectus Supplement relating to the Offered
Securities, the Offered Securities are convertible into or exchangeable for
shares of Common Stock. The statements below describing the Common Stock are
in general terms and are in all respects subject to, and are qualified in their
entirety by reference to, the applicable provisions of the Certificate of
Incorporation.
The Company is authorized to issue 500,000,000 shares of Common Stock.
At June 30, 1994, 185,052,955 shares of Common Stock were outstanding,
10,554,464 shares of Common Stock were reserved for issuance pursuant to the
Chase Lincoln First Bank, N.A. 1982 Incentive Stock Plan, The Chase Manhattan
1982 Long-Term Incentive Plan and The Chase Manhattan 1987 Long-Term Incentive
Plan, 8,000,000 shares of Common Stock were reserved for issuance pursuant to
The Chase Manhattan 1994 Long-Term Incentive Plan, 3,311,420 shares of Common
Stock were reserved for issuance pursuant to warrants issued in settlement of a
legal action, 14,000,000 shares of Common Stock were reserved for issuance
pursuant to The Chase Manhattan Stock Option Program for Employees, and
9,455,162 shares of Common Stock were reserved for issuance pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan. On June 15, 1994, the
Company announced the establishment of a program to repurchase up to 8,500,000
shares of Common Stock through December 1995.
Holders of shares of Common Stock are entitled to one vote per share and,
subject to the rights, if any, of holders of shares of the outstanding series
of preferred stock of the Company (as described above under "DESCRIPTION OF
PREFERRED STOCK"), have equal rights to participate in dividends when declared
and, in the event of liquidation, in the net assets of the Company available
for distribution to stockholders. The Company may not declare any dividends
on, or make any payment on account of the purchase, redemption or other
retirement of, its Common Stock unless full cumulative dividends, where
applicable,
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have been paid or declared and set apart for payment upon all outstanding
shares of the preferred stock of the Company and the Company is not in default
or in arrears with respect to any sinking or other analogous fund or any call
for tender obligations, or any other agreement for the purchase, redemption or
other retirement of any shares of the preferred stock of the Company. The
holders of shares of Common Stock do not have redemption or sinking fund
rights, and none of the holders of shares of Common Stock is entitled to
preemptive rights or preferential rights to subscribe for shares of Common
Stock or any other securities of the Company, except for certain Junior
Participating Preferred Stock Purchase Rights that were distributed in 1989 as
dividends to holders of Common Stock on or after February 27, 1989 which are
exercisable or transferable separately from shares of Common Stock only upon
the occurrence of certain events including the acquisition by a person or group
of affiliated or associated persons of 20% or more of the outstanding shares of
Common Stock of the Company. Such rights are more fully described in the 1993
Annual Report of the Company and will be more fully described in any Prospectus
Supplement applicable to Preferred Stock that is convertible or exchangeable
into Company Stock. Shares of Common Stock are fully paid and nonassessable;
however, federal law (12 U.S.C. Section 55) provides for the enforcement of any
pro rata assessment of stockholders of a national bank to cover impairment of
capital by sale, to the extent necessary, of the stock of any assessed
stockholder failing to pay his assessment, and the Company, as the stockholder
of the Bank and other national banking subsidiaries, is subject to such
assessment and sale. The shares of Common Stock are listed on the New York
Stock Exchange. The transfer agent and registrar for the Common Stock of the
Company is Mellon Securities Trust Company.
The Certificate of Incorporation includes a "fair price provision" that
would require a 75% stockholder vote for approval of certain business
combinations, including certain mergers, asset sales, security issuances,
recapitalizations and liquidations, involving the Company or its subsidiaries
and certain acquiring persons (namely, a person, entity or specified group
which beneficially owns more than 10% of the voting stock of the Company),
unless the "fair price" and other procedural requirements of the provision are
met, or unless approved by a majority of directors who are not affiliated with
the acquiring party. This provision includes a requirement of a 75%
stockholder vote to amend or repeal it. The Certificate of Incorporation also
provides for classification of the Board of Directors into three classes and
includes related provisions requiring (i) advance notice of stockholder
nominations of directors, (ii) limitations on filling newly created
directorships and vacancies, (iii) removal of directors only for cause and by
vote of the holders of at least 75% of the shares entitled to vote, (iv) a
limitation on action by written consent
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of holders of Common Stock other than at a meeting of stockholders and (v) a
requirement of a 75% stockholder vote to amend or repeal such provision.
OTHER CAPITAL SECURITIES
The Company may also select any other securities to be exchanged for
Subordinated Securities or to be sold and the proceeds of such sale to be
Available Funds or Optional Available Funds which qualify at the date of
issuance as Capital Securities as determined by the Company's Primary Federal
Regulator, provided that if any such other securities are issued in exchange
for Subordinated Securities and are debt obligations for which Capital
Securities may be exchanged, the Company will have received the approval of its
Primary Federal Regulator for such issuance. Such other Capital Securities
will have such terms as may be determined by the Company and approved by its
Board of Directors. See "THE SUBORDINATED SECURITIES -- Exchangeability."
DESCRIPTION OF WARRANTS
The Company may issue, together with any Debt Securities of a series
offered or separately, Debt Warrants for the purchase of other Debt Securities
of any series or Currency Warrants, Index Warrants and Interest Rate Warrants.
The Warrants are to be issued under separate Warrant Agreements (each a
"Warrant Agreement" and respectively a "Debt Warrant Agreement," a "Currency
Warrant Agreement," an "Index Warrant Agreement" and an "Interest Rate Warrant
Agreement") to be entered into between the Company and a bank or trust company,
as Warrant Agent (each a "Warrant Agent" and respectively a "Debt Warrant
Agent," a "Currency Warrant Agent," an "Index Warrant Agent" and an "Interest
Rate Warrant Agent"), all as set forth in the applicable Prospectus Supplement.
A copy of the form of each type of Warrant Agreement, including the form of
Warrant Certificate representing each type of Warrant (the "Warrant
Certificates"), reflecting the alternative provisions to be included in the
Warrant Agreements that will be entered into with respect to particular
offerings of Warrants, is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part. The following summaries of certain
provisions of the Warrant Agreements and the Warrant Certificates do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all provisions of the Warrant Agreements and the Warrant
Certificates, respectively, including the definition therein of certain terms.
Such summaries encompass all the material provisions contained in the form of
Warrant Agreements and the form of Warrant Certificates.
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DEBT WARRANTS
The applicable Prospectus Supplement will describe the following terms of
the Debt Warrants being offered thereby, the Debt Warrant Agreement relating to
such Debt Warrants and the Debt Warrant Certificates representing such Debt
Warrants: (1) the number of Debt Warrants offered; (2) the designation,
aggregate principal amount and terms of the Debt Securities purchasable upon
exercise of such Debt Warrants; (3) the designation and terms of any related
Debt Securities with which such Debt Warrants are issued and the number of such
Debt Warrants issued with each such Debt Security; (4) the date, if any, on and
after which such Debt Warrants and the related Debt Securities will be
separately transferable; (5) the principal amount of Debt Securities
purchasable upon exercise of one Debt Warrant and the price at which such
principal amount of Debt Securities may be purchased upon such exercise; (6)
the date on which the right to exercise the Debt Warrants shall commence and
the date on which such right shall expire (the "Debt Warrant Expiration Date");
(7) the form in which the Debt Warrants represented by the Debt Warrant
Certificates will be issued and where the Debt Warrants represented by Debt
Warrant Certificates may be transferred and registered; and (8) any other terms
of the Debt Warrants. The applicable Prospectus Supplement will contain a
summary of the United States federal income tax, accounting and other
consequences with respect to the Debt Warrants.
If issued in definitive form, Debt Warrant Certificates will be
exchangeable for new Debt Warrant Certificates of authorized denominations at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the applicable Prospectus Supplement. Prior to the exercise of
Debt Warrants, holders of such Debt Warrants will not have any of the rights of
Holders of the Debt Securities purchasable upon such exercise and will not be
entitled to payments of principal of (or premium, if any) or interest, if any,
on the Debt Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle the holder, upon payment of the exercise
price, if any, to purchase such principal amount of Debt Securities at such
exercise price as shall in each case be set forth in, or calculable from, the
applicable Prospectus Supplement. Debt Warrants will be exercisable (i) at any
time up to the close of business on the Debt Warrant Expiration Date set forth
in the applicable Prospectus Supplement or (ii) only at maturity. After the
close of business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Debt Warrants will
become void.
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Debt Warrants may be exercised by delivery to the Debt Warrant Agent of
payment as provided in the applicable Prospectus Supplement of the amount
required to purchase the Debt Securities purchasable upon such exercise
together with certain information set forth on the reverse side of the Debt
Warrant Certificate. Debt Warrants will be deemed to have been exercised upon
receipt of the exercise price, subject to the receipt, within five business
days, of the Debt Warrant Certificate evidencing such Debt Warrants. Upon
receipt of such payment and the Debt Warrant Certificate properly completed and
duly exercised at the corporate trust office of the Debt Warrant Agent or any
other office indicated in the applicable Prospectus Supplement, the Company
will, as soon as practicable, issue and deliver pursuant to the applicable
Indenture the Debt Securities purchasable upon such exercise. If fewer than
all of the Debt Warrants represented by such Debt Warrant Certificate are
exercised, a new Debt Warrant Certificate will be issued for the remaining
amount of outstanding Debt Warrants.
CURRENCY WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Index Warrants or Interest Rate Warrants, or separately, Currency Warrants (a)
in the form of Currency Put Warrants, entitling the owners thereof to receive
from the Company the Currency Warrant Cash Settlement Value (as defined in the
applicable Prospectus Supplement) of the right to sell a specified amount of
one currency (whether U.S. dollars or a foreign currency or foreign currency
unit) (a "Base Currency") for a specified amount of a different currency
(whether U.S. dollars or a foreign currency or foreign currency unit) (a
"Reference Currency"), (b) in the form of Currency Call Warrants, entitling the
owners thereof to receive from the Company the Currency Warrant Cash Settlement
Value of the right to purchase a specified amount of a Base Currency for a
specified amount of a Reference Currency, or (c) in such other form as
specified in the applicable Prospectus Supplement. The applicable Prospectus
Supplement will set forth the formula pursuant to which the Currency Warrant
Cash Settlement Value will be determined, including any multipliers, if
applicable.
The applicable Prospectus Supplement will describe the following terms of
the Currency Warrants being offered thereby, the Currency Warrant Agreement
relating to such Currency Warrants and the Currency Warrant Certificates
representing such Currency Warrants: (1) the title and number of such Currency
Warrants offered; (2) the aggregate amount of such Currency Warrants; (3) the
initial offering price of such Currency Warrants; (4) the exercise price, if
any; (5) the currency or currency unit in which the initial offering price, the
exercise price, if any, and the Currency Warrant Cash Settlement Value of such
Currency Warrants is payable; (6) the Base Currency and the Reference
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Currency for such Currency Warrants; (7) whether such Currency Warrants shall
be Currency Put Warrants, Currency Call Warrants or otherwise; (8) the formula
for determining the Currency Warrant Cash Settlement Value, if applicable, of
each Currency Warrant; (9) whether and under what circumstances a minimum
and/or maximum expiration value is applicable upon the expiration or exercise
of such Currency Warrants; (10) the effect or effects, if any, of the
occurrence of a Market Disruption Event or Force Majeure Event (each as defined
in the applicable Prospectus Supplement); (11) the date on which the right to
exercise such Currency Warrants shall commence and the date (the "Currency
Warrant Expiration Date") on which such right shall expire; (12) any minimum
number of Currency Warrants which must be exercised at any one time, other than
upon automatic exercise; (13) the maximum number, if any, of such Currency
Warrants that may, subject to election by the Company, be exercised by all
owners (or by any person or entity) on any day; (14) any provisions for the
automatic exercise of such Currency Warrants other than at expiration; (15)
whether and under what circumstances such Currency Warrants may be canceled by
the Company prior to their expiration date; (16) any other procedures and
conditions relating to the exercise of such Currency Warrants; (17) the
identity of the Currency Warrant Agent; (18) any national securities exchange
on which such Currency Warrants will be listed; (19) provisions, if any, for
issuing such Currency Warrants in certificated form; (20) if such Currency
Warrants are not issued in book-entry form, the place or places at which
payments in respect of such Currency Warrants are to be made by the Company;
(21) if applicable, a discussion of certain United States federal income tax,
accounting or other special considerations applicable thereto; and (22) any
other terms of the Currency Warrants.
Other important information concerning Currency Warrants is set forth
below under "Certain Items Applicable to Currency Warrants, Index Warrants and
Interest Rate Warrants."
INDEX WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Interest Rate Warrants, or separately, Index Warrants (a)
in the form of Index Put Warrants, entitling the owners thereof to receive from
the Company the Index Warrant Cash Settlement Value (as defined in the
applicable Prospectus Supplement) in cash, which amount will be determined by
reference to the amount, if any, by which the Fixed Amount (as defined in the
applicable Prospectus Supplement) at the time of exercise exceeds the Index
Value (as defined in the applicable Prospectus Supplement), (b) in the form of
Index Call Warrants, entitling the owners thereof to receive from the Company
the Index Warrant Cash Settlement Value in cash, which amount will be
determined by reference to the amount, if any, by which the Index
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Value at the time of exercise exceeds the Fixed Amount, (c) in the form of
Index Spread Warrants, entitling the owners thereof to receive from the Company
the Index Warrant Cash Settlement Value in cash, which amount will be
determined by reference to the amount, if any, by which the Reference Index
Value (as defined in the applicable Prospectus Supplement) at the time of
exercise exceeds the Base Index Value (as defined in the applicable Prospectus
Supplement) or (d) in such other form as shall be specified in the applicable
Prospectus Supplement. The applicable Prospectus Supplement will set forth the
formula pursuant to which the Index Warrant Cash Settlement Value will be
determined, including any multipliers, if applicable.
The applicable Prospectus Supplement will describe the following terms of
the Index Warrants being offered thereby, the Index Warrant Agreement relating
to such Index Warrants and the Index Warrant Certificate representing such
Index Warrants: (1) the title and number of such Index Warrants offered; (2)
the aggregate amount of such Index Warrants; (3) the initial offering price of
such Index Warrants; (4) the exercise price, if any; (5) the currency or
currency unit in which the initial offering price, the exercise price, if any,
and the Index Warrant Cash Settlement Value of such Index Warrants is payable;
(6) the Index or Indices for such Index Warrants, which may be based on one or
more U.S. or foreign stocks, bonds, or other securities, one or more U.S. or
foreign interest rates, one or more currencies or currency units, or any
combination of the foregoing, and may be a preexisting U.S. or foreign index
compiled and published by a third party or an index based on one or more
securities, interest rates or currencies selected by the Company solely in
connection with the issuance of such Index Warrants, and certain information
regarding such Index or Indices and the underlying securities, interest rates
or currencies (including, to the extent possible, the policies of the publisher
of the Index with respect to additions, deletions and substitutions of such
securities, interest rates or currencies); (7) whether such Index Warrants
shall be Index Put Warrants, Index Call Warrants, Index Spread Warrants or
otherwise; (8) the method of providing for a substitute Index or Indices or
otherwise determining the amount payable in connection with the exercise of
such Index Warrants if any Index changes or ceases to be made available by its
publisher, which determination will be made by an independent expert; (9) the
formula for determining the Index Warrant Cash Settlement Value, if applicable,
of each Index Warrant; (10) whether and under what circumstances a minimum
and/or maximum expiration value is applicable upon the expiration or exercise
of such Index Warrants; (11) the effect or effects, if any, of the occurrence
of a Market Disruption Event or Force Majeure Event (as defined in the
applicable Prospectus Supplement); (12) the date on which the right to exercise
such Index Warrants shall commence and the date (the "Index Warrant Expiration
Date") on which such right shall expire; (13) any minimum number of Index
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Warrants which must be exercised at any one time, other than upon automatic
exercise; (14) the maximum number, if any, of such Index Warrants that may,
subject to election by the Company, be exercised by all owners (or by any
person or entity) on any day; (15) any provisions for the automatic exercise of
such Index Warrants other than at expiration; (16) whether and under what
circumstances such Index Warrants may be canceled by the Company prior to their
expiration date; (17) any provisions permitting a Holder to condition any
notice of exercise on the absence of certain specified changes in the Index
Value, the Base Index Value or the Reference Index Value after the date of
exercise; (18) any other procedures and conditions relating to the exercise of
such Index Warrants; (19) the identity of the Index Warrant Agent; (20) any
national securities exchange on which such Index Warrants will be listed; (21)
provisions, if any, for issuing such Index Warrants in certificated form; (22)
if such Index Warrants are not issued in book-entry form, the place or places
at which payments in respect of such Index Warrants are to be made by the
Company; (23) if applicable, a discussion of certain United States federal
income tax, accounting or other special considerations applicable thereto; and
(24) any other terms of such Index Warrants.
Other important information concerning Index Warrants is set forth below
under "Certain Items Applicable to Currency Warrants, Index Warrants and
Interest Rate Warrants."
INTEREST RATE WARRANTS
The Company may issue, together with Debt Securities, Debt Warrants,
Currency Warrants or Index Warrants, or separately, Interest Rate Warrants (a)
in the form of Interest Rate Put Warrants, entitling the owners thereof to
receive from the Company the Interest Rate Warrant Cash Settlement Value (as
defined in the applicable Prospectus Supplement) in cash, which amount will be
determined by reference to the amount, if any, by which the Spot Amount (as
defined in the applicable Prospectus Supplement) is less than the Strike Amount
(as defined in the applicable Prospectus Supplement) on the applicable
valuation date following exercise, (b) in the form of Interest Rate Call
Warrants, entitling the owners thereof to receive from the Company the Interest
Rate Warrant Cash Settlement Value in cash, which amount will be determined by
reference to the amount, if any, by which the Spot Amount on the applicable
valuation date following exercise exceeds the Strike Amount or (c) in such
other form as shall be specified in the applicable Prospectus Supplement. The
applicable Prospectus Supplement will set forth the formula pursuant to which
the Interest Rate Warrant Cash Settlement Value will be determined, including
any multipliers, if applicable. The Strike Amount may either be a fixed yield,
price or rate of a Government Debt Instrument, a Financial Institution Rate or
any combination of Government Debt Instrument
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and/or Financial Institution Rates or a yield, price or rate that varies during
the term of the Interest Rate Warrants in accordance with a schedule or
formula. The Government Debt Instrument will be one or more instruments
specified in the applicable Prospectus Supplement issued either by the United
States government or by a foreign government. The Financial Institution Rate
will be one or more interest rates or interest rate swap rates established from
time to time by one or more financial institutions specified in the applicable
Prospectus Supplement.
The applicable Prospectus Supplement will describe the following terms of
the Interest Rate Warrants being offered thereby, the Interest Rate Warrant
Agreement relating to such Interest Rate Warrants and the Interest Rate Warrant
Certificate representing such Interest Rate Warrants: (1) the title and number
of such Interest Rate Warrants offered, (2) the aggregate amount of such
Interest Rate Warrants; (3) the initial offering price of such Interest Rate
Warrants; (4) the exercise price, if any; (5) the currency or currency unit in
which the initial offering price, the exercise price, if any, and the Interest
Rate Warrant Cash Settlement Value of such Interest Rate Warrants is payable;
(6) the Government Debt Instrument (which may be one or more debt instruments
issued either by the United States government or by a foreign government), the
Financial Institution Rate (which may be one or more interest rates or interest
rate swap rates established from time to time by one or more specified
financial institutions) or the other yield, price or rate utilized for such
Interest Rate Warrants, and certain information regarding such Government Debt
Instrument or Financial Institution Rate; (7) whether such Interest Rate
Warrants shall be Interest Rate Put Warrants, Interest Rate Call Warrants or
otherwise; (8) the Strike Amount, the method of determining the Spot Amount and
the method of expressing movements in the yield or closing price of the
Government Debt Instrument or in the level of the Financial Institution Rate as
a cash amount in the currency in which the Interest Rate Warrant Cash
Settlement Value of such Warrants is payable; (9) the formula for determining
the Interest Rate Warrant Cash Settlement Value, if applicable, of each
Interest Rate Warrant; (10) whether and under what circumstances a minimum
and/or maximum expiration value is applicable upon the expiration or exercise
of such Interest Rate Warrants (as defined in the applicable Prospectus
Supplement); (11) the effect or effects, if any, of the occurrence of a Market
Disruption Event or Force Majeure Event (as defined in the applicable
Prospectus Supplement); (12) the date on which the right to exercise such
Interest Rate Warrants shall commence and the date (the "Interest Rate Warrant
Expiration Date") on which such right shall expire; (13) any minimum number of
Interest Rate Warrants which must be exercised at any one time, other than upon
automatic exercise; (14) the maximum number, if any, of such Interest Rate
Warrants that may, subject to election by the
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Company, be exercised by all owners (or by any person or entity) on any day;
(15) any provisions for the automatic exercise of such Interest Rate Warrants
other than at expiration; (16) whether and under what circumstances such
Interest Rate Warrants may be canceled by the Company prior to their expiration
date; (17) any provisions permitting a Holder to condition any notice of
exercise on the absence of certain specified changes in the Spot Amount after
the date of exercise; (18) any other procedures and conditions relating to the
exercise of such Interest Rate Warrants; (19) the identity of the Interest Rate
Warrant Agent; (20) any national securities exchange on which such Interest
Rate Warrants will be listed; (21) provisions, if any, for issuing such
Interest Rate Warrants in certified form; (22) if such Interest Rate Warrants
are not issued in book-entry form, the place or places at which payments in
respect of such Interest Rate Warrants are to be made by the Company; (23) if
applicable, a discussion of certain United States federal income tax,
accounting or other special considerations applicable thereto; and (24) any
other terms of such Interest Rate Warrants.
Other important information concerning Interest Rate Warrants is set
forth below under "Certain Items Applicable to Currency Warrants, Index
Warrants and Interest Rate Warrants."
CERTAIN ITEMS APPLICABLE TO CURRENCY WARRANTS, INDEX WARRANTS AND
INTEREST RATE WARRANTS
EXERCISE OF WARRANTS
Unless otherwise specified in the applicable Prospectus Supplement, (a)
each Currency Warrant, Index Warrant and Interest Rate Warrant will entitle the
holder, upon payment of the exercise price, if any, to the applicable Cash
Settlement Value of such Warrant, on the applicable Exercise Date, in each case
as such terms will further be defined in the applicable Prospectus Supplement
(Section 1.1 of the applicable Warrant Agreement) and (b) if not exercised
prior to 1:30 p.m., New York City time on the applicable Warrant Expiration
Date, the Warrants will be deemed automatically exercised on such Warrant
Expiration Date (Section 2.3). As described below, Currency Warrants, Index
Warrants and Interest Rate Warrants may also be deemed to be automatically
exercised if they are delisted. Procedures for exercise of the Currency
Warrants, Index Warrants and Interest Rate Warrants will be set out in the
applicable Prospectus Supplement.
MARKET DISRUPTION AND FORCE MAJEURE EVENTS
If so specified in the applicable Prospectus Supplement, following the
occurrence of a Market Disruption Event or Force Majeure Event (as each term
shall be defined therein), the Cash Settlement Value of a Currency Warrant, an
Index Warrant or an
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Interest Rate Warrant may be determined on a different basis than under normal
exercise of a Warrant or the determination of the applicable Cash Settlement
Value. In addition, if so specified in the applicable Prospectus Supplement,
Currency Warrants, Index Warrants and Interest Rate Warrants may, in certain
circumstances, be canceled by the Company prior to their expiration date and
the holders thereof will be entitled to receive only the applicable
Cancellation Amount. The Cancellation Amount may be either a fixed amount or
an amount that varies during the term of the Warrants in accordance with a
schedule or formula.
SETTLEMENT CURRENCY
Currency Warrants, Index Warrants and Interest Rate Warrants will be
settled only in U.S. dollars (unless settlement in a foreign currency is
specified in the applicable Prospectus Supplement and is permissible under
securities exchange rules approved by the SEC) and accordingly will not require
or entitle an owner to sell, deliver, purchase or take delivery of the
currency, security or other instrument underlying such Warrants. If any of the
Currency Warrants, Index Warrants or Interest Rate Warrants are sold for, or if
the exercise price, if any, is payable in, foreign currencies or foreign
currency units or if the amount payable by the Company in respect of any series
of Currency Warrants, Index Warrants or Interest Rate Warrants is payable in
foreign currencies or foreign currency units, the restrictions, elections, tax
consequences, specific terms and other information with respect to such issue
of Warrants and such currencies or currency units will be set forth in the
applicable Prospectus Supplement.
LISTING
Unless otherwise specified in the applicable Prospectus Supplement, each
issue of Currency Warrants, Index Warrants and Interest Rate Warrants will be
listed on a national securities exchange, as specified in the applicable
Prospectus Supplement, subject only to official notice of issuance, as a
pre-condition to the sale of any such Warrants. It may be necessary in certain
circumstances for such national securities exchange to obtain the approval of
the SEC in connection with any such listing. In the event that such Warrants
are delisted from, or permanently suspended from trading on, such exchange,
and, at or prior to such delisting or suspension, such Warrants shall not have
been listed on another national securities exchange, any such Warrants not
previously exercised will be deemed automatically exercised on the date such
delisting or permanent trading suspension becomes effective (Section 2.3 of the
applicable Warrant Agreement). The applicable Cash Settlement Value to be paid
in such event will be as set forth in the applicable Prospectus Supplement.
The Company will notify holders of such Warrants as
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soon as practicable of such delisting or permanent trading suspension. The
applicable Warrant Agreement will contain a covenant of the Company not to seek
delisting of such Warrants from, or permanent suspension of their trading on,
such exchange (Section 2.4 of the Currency Warrant Agreement and the Interest
Rate Warrant Agreement and Section 2.5 of the Index Warrant Agreement).
PLAN OF DISTRIBUTION
The Company may sell Securities to one or more underwriters for public
offering and sale by them or may sell Securities to investors directly or
through agents which solicit or receive offers on behalf of the Company or
through dealers or through a combination of any such methods of sale. Any such
underwriter or agent involved in the offer and sale of the Offered Securities
will be named in the applicable Prospectus Supplement.
Underwriters may offer and sell the Offered Securities at a fixed price
or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Company also may offer and sell the Offered
Securities in exchange for one or more of its outstanding issues of debt or
convertible debt securities. The Company may, from time to time, authorize
agents acting on a best efforts basis as agents of the Company to solicit or
receive offers to purchase the Offered Securities upon the terms and conditions
as are set forth in the applicable Prospectus Supplement. In connection with
the sale of Offered Securities, underwriters or agents may be deemed to have
received compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of Offered
Securities for whom they may act as agents. Underwriters may sell Offered
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agent.
Any compensation paid by the Company to underwriters or agents in
connection with the offering of Offered Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Underwriters,
dealers and agents participating in a distribution of the Offered Securities
(including agents only soliciting or receiving offers to purchase Offered
Securities on behalf of the Company) may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of the Offered Securities may be deemed to be underwriting discounts and
commissions, under the Act. Underwriters, dealers and agents may
44
<PAGE> 46
be entitled, under agreements entered into with the Company, to indemnification
against and contribution toward certain civil liabilities, including
liabilities under the Act. The Company may agree to reimburse underwriters or
agents for certain expenses incurred in connection with the distribution of the
Offered Securities.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents or dealers acting as the Company's agents to solicit offers by
certain institutions to purchase Offered Securities from the Company at the
public offering price set forth in such Prospectus Supplement pursuant to
delayed delivery contracts ("Contracts") providing for payment and delivery on
the date or dates stated in such Prospectus Supplement. Each Contract will be
for an amount not less than, and the aggregate principal amount of Offered
Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in such Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be
subject to the approval of the Company. Contracts will not be subject to any
conditions except (i) the purchase by an institution of the Offered Securities
covered by its Contracts shall not at the time of delivery be prohibited under
the laws of any jurisdiction in the United States to which such institution is
subject, and (ii) if the Offered Securities are being sold to underwriters, the
Company shall have sold to such underwriters the total principal amount of the
Offered Securities less the principal amount thereof covered by Contracts.
Each underwriter, dealer and agent participating in the distribution of
any Offered Securities which are issuable as Bearer Securities will agree that
it will not offer, sell or deliver, directly or indirectly, Bearer Securities
in the United States or to United States persons (other than qualifying
financial institutions), in connection with the original issuance of the
Offered Securities. See "THE DEBT SECURITIES -- Limitations on Issuance of
Bearer Securities."
Offers of the Securities may not be made in Great Britain except to
persons whose ordinary business it is to buy or sell shares or debentures,
whether as principal or agent, and this Prospectus and any Prospectus
Supplement or any other offering material relating to the Securities may not be
distributed in or from Great Britain except to persons whose business involves
the acquisition and disposal, or the holding, of securities, whether as
principal or as agent.
45
<PAGE> 47
Certain of the underwriters, dealers or agents and their associates may
be customers of, engage in transactions with, and perform services for, the
Company in the ordinary course of business.
Each offering of the Offered Securities will be conducted in compliance
with any applicable requirements of Schedule E to the By-Laws of the National
Association of Securities Dealers, Inc. This Prospectus may be used by an
affiliate of the Company in connection with offers and sales related to market
making activities. Any such affiliate may act as principal or agent in any
such transactions. Such sales will be made at prices related to the prevailing
market prices at the time of sale.
EXPERTS
The Company only and consolidated financial statements of the Corporation
as of December 31, 1993 and 1992 and for each of the years in the three-year
period ended December 31, 1993 incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1993,
have been so incorporated in reliance on the report of Price Waterhouse,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LEGAL OPINION
The legality of the Securities offered hereby will be passed upon for the
Company by Robert B. Adams, Senior Vice President and Deputy General Counsel
of the Company and the Bank. As of June 30, 1994, Mr. Adams was the
beneficial owner of or had options to purchase less than 0.1% of the
outstanding shares of Common Stock of the Company.
46
<PAGE> 48
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Securities and Exchange
Commission registration fee . . . . . . . $689,660
NASD fee. . . . . . . . . . . . . . . . . . 30,500
Legal fees and expenses . . . . . . . . . . 70,000
Blue Sky fees and expenses. . . . . . . . . 15,000
Accounting fees and expenses. . . . . . . . 220,000
Printing and engraving. . . . . . . . . . . 270,000
Fees and expenses of Trustees . . . . . . . 50,000
Fees and expenses of Transfer Agents. . . . 20,000
Rating agency fees. . . . . . . . . . . . . 80,000
Miscellaneous . . . . . . . . . . . . . . . 54,840
----------
Total. . . . . . . . . . . . . . . . . $1,500,000
</TABLE>
All of the above items except the registration fee and NASD fees are
estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides for the
indemnification of directors and officers of corporations organized thereunder
in certain circumstances. In addition, said Section 145 grants to each such
corporation the power to indemnify its directors and officers against liability
for certain of their acts.
The Restated Certificate of Incorporation and By-Laws of the Company
provide that directors and officers of the Company shall be indemnified to the
fullest extent permitted by the laws of the State of Delaware against liability
for certain of their acts.
Directors' and officers' liability insurance has also been obtained by
the Company, the effect of which is to indemnify the directors and officers of
the Company against certain damages and expenses because of certain claims made
against them caused by their negligent act, error or omission.
Item 16. Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit
Index which immediately precedes the signature pages to this Registration
Statement and which is incorporated herein by reference.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales
II-1
<PAGE> 49
are being made of the securities offered hereby, a post-effective amendment
to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post- effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings in paragraphs (i) and (ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
II-2
<PAGE> 50
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
<PAGE> 51
Exhibit Index
1.1 - Form of Debt Securities Underwriting Agreement.
1.2 - Form of Debt Securities Underwriting Agreement
Standard Provisions.
1.3 - Form of Medium-Term Note, Series B
Distribution Agreement (to be filed or
incorporated herein subsequently).
1.4 - Form of Medium-Term Note, Series C
Distribution Agreement.
1.5 - Euro Distribution Agreement. (1)
1.6 - Amendment No. 1 to the Euro Distribution
Agreement.
1.7 - Form of Amendment No. 2 to Euro Distribution
Agreement.
1.8 - Form of Preferred Stock Underwriting Agreement.
1.9 - Form of Preferred Stock Underwriting Agreement
Standard Provisions.
4.1 - Indenture dated as of July 1, 1986 between the
Company and Bankers Trust Company, as
Trustee. (2)
4.2 - First Supplemental Indenture dated as of
November 1, 1990 between the Company and
Bankers Trust Company, as Trustee. (3)
4.3 - Second Supplemental Indenture dated as of May
1, 1991 between the Company and Bankers Trust
Company, as Trustee. (4)
4.4 - Amended and Restated Indenture dated as of
September 1, 1993 between the Company and
Chemical Bank, as Trustee. (5)
4.5 - Form of Debt Warrant Agreement.
4.6 - Form of Currency Warrant Agreement.
4.7 - Form of Index Warrant Agreement.
4.8 - Form of Interest Rate Warrant Agreement.
4.9 - Forms of Debt Warrant Certificate (included
in Exhibit 4.5).
4.10 - Forms of Currency Warrant Certificate
(included in Exhibit 4.6).
4.11 - Forms of Index Warrant Certificate (included
in Exhibit 4.7).
4.12 - Forms of Interest Rate Warrant Certificate
(included in Exhibit 4.8).
4.13 - Forms of Certificates of Designation for
Preferred Stock (to be filed or incorporated
herein subsequently.)
4.14 - Form of Certificate for Preferred Stock.
4.15 - Form of Certificate for the Common Stock.
4.16 - Form of Senior Medium-Term Note, Series B
(Fixed Rate).
4.17 - Form of Senior Medium-Term Note, Series B
(Floating Rate).
4.18 - Form of Senior Medium-Term Note, Series B
(Foreign Currency).
II-4
<PAGE> 52
4.19 - Form of Subordinated Medium-Term Note, Series
B (Fixed Rate).
4.20 - Form of Subordinated Medium-Term Note, Series
B (Floating Rate).
4.21 - Form of Subordinated Medium-Term Note, Series
B (Foreign Currency).
4.22 - Form of Senior Medium-Term Note, Series C
(Fixed Rate). (6)
4.23 - Form of Senior Medium-Term Note, Series C
(Floating Rate). (6)
4.24 - Form of Subordinated Medium-Term Note, Series
C (Fixed Rate). (6)
4.25 - Form of Subordinated Medium-Term Note, Series
C (Floating Rate). (6)
4.26 - Restated Certificate of Incorporation of the
Company. (7)
4.27 - Certificate of Designation, Preferences and
Rights of Preferred Stock, Adjustable Rate
Series N. (8)
4.28 - By-laws of the Company. (9)
4.29 - Rights Agreement dated as of February 15, 1989
between the Company and The Chase Manhattan
Bank, N.A. as Rights Agent. (10)
5 - Opinion of Robert B. Adams, Senior Vice
President and Deputy General Counsel of the
Company as to the legality of the Offered
Securities.
12.1 - Computation of ratios of earnings to fixed
charges (consolidated).
12.2 - Computation of ratios of earnings to fixed
charges and preferred stock dividend
requirements (consolidated).
23.1 - Consent of Price Waterhouse (to be filed or
incorporated herein subsequently).
23.2 - Consent of Robert B. Adams (contained in
Exhibit 5).
24 - Power of Attorney (appearing on page II-7).
25.1 - Statement of Eligibility of Senior Trustee on
Form T-1.
25.2 - Statement of Eligibility of Subordinated
Trustee on Form T-1.
_______________
(1) Incorporated herein by reference to Exhibit (1)(c) to the
Company's Form 8-K dated November 5, 1992.
(2) Incorporated herein by reference to the respective exhibit
to the Company's Registration Statement No. 33-7299.
(3) Incorporated herein by reference to the respective exhibit
to the Company's Registration Statement No. 33-40485.
(4) Incorporated herein by reference to the respective exhibit
to the Company's Registration Statement No. 33-42367.
(5) Incorporated herein by reference to Exhibit (4)(cc) to the
Company's Form 8-K dated August 19, 1993.
(6) Incorporated herein by reference to Exhibits
(4)(oo),(4)(pp), (4)(qq) and (4)(rr), respectively, to the
Company's Form 8-K
II-5
<PAGE> 53
dated August 11, 1994.
(7) Incorporated herein by reference to the respective Exhibit
to the Company's Registration Statement No. 33-58144.
(8) Incorporated herein by reference to Exhibit (4)(e) to the
Company's Form 8-K dated April 29, 1994.
(9) Incorporated herein by reference to the respective exhibit
to the Company's Registration Statement No. 33-42366.
(10) Incorporated herein by reference to Exhibit 28 to the
Company's Form 10-K for the year ended December 31, 1988.
II-6
<PAGE> 54
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
authorizes any agent for service named in this Registration Statement to file
one or more amendments (including post-effective amendments) to this
Registration Statement, which amendments may make such changes in this
Registration Statement as such agent for service deems appropriate, and the
Registrant and each such person hereby appoints such agent for service as
attorney-in-fact to execute in the name and on behalf of the Registrant and
each such person, individually and in each capacity stated below, any such
amendments to this Registration Statement.
__________________________
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on this 30th day
of August, 1994.
THE CHASE MANHATTAN CORPORATION
By: /s/ Thomas G. Labrecque
(Thomas G. Labrecque)
(Chairman of the Board)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Thomas G. Labrecque Director August 30, 1994
(Thomas G. Labrecque) Chairman of the Board
(Principal Executive Officer)
/s/ Arthur F. Ryan Director August 30, 1994
(Arthur F. Ryan)
/s/ Richard J. Boyle Director August 30, 1994
(Richard J. Boyle)
</TABLE>
II-7
<PAGE> 55
<TABLE>
<S> <C> <C>
_________________________ Director August , 1994
(M. Anthony Burns)
/s/ Joan Ganz Cooney Director August 30, 1994
(Joan Ganz Cooney)
_________________________ Director August __, 1994
(Jairo A. Estrada)
/s/ James L. Ferguson Director August 30, 1994
(James L. Ferguson)
/s/ Edward S. Finkelstein Director August 30, 1994
(Edward S. Finkelstein)
/s/ H. Laurance Fuller Director August 30, 1994
(H. Laurance Fuller)
/s/ William H. Gray, III Director August 30, 1994
(William H. Gray, III)
_________________________ Director August __, 1994
(David T. Kearns)
/s/ Delano E. Lewis Director August 30, 1994
(Delano E. Lewis)
/s/ Paul W. MacAvoy Director August 30, 1994
(Paul W. MacAvoy)
/s/ John H. McArthur Director August 30, 1994
(John H. McArthur)
_________________________ Director August __, 1994
(David T. McLaughlin)
/s/ Edmund T. Pratt, Jr. Director August 30, 1994
(Edmund T. Pratt, Jr.)
/s/ Henry B. Schacht Director August 30, 1994
(Henry B. Schacht)
/s/ Donald H. Trautlein Director August 30, 1994
(Donald H. Trautlein)
</TABLE>
II-8
<PAGE> 56
<TABLE>
<S> <C> <C>
/s/ Arjun K. Mathrani Executive Vice August 30, 1994
(Arjun K. Mathrani) President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Lester J. Stephens,Jr. Senior Vice August 30, 1994
(Lester J. Stephens, Jr.) President and
Controller (Principal
Accounting Officer)
</TABLE>
II-9
<PAGE> 57
Exhibit Index
1.1 - Form of Debt Securities Underwriting Agreement.
1.2 - Form of Debt Securities Underwriting Agreement
Standard Provisions.
1.3 - Form of Medium-Term Note, Series B
Distribution Agreement (to be filed or
incorporated herein subsequently).
1.4 - Form of Medium-Term Note, Series C
Distribution Agreement.
1.5 - Euro Distribution Agreement. (1)
1.6 - Amendment No. 1 to the Euro Distribution
Agreement.
1.7 - Form of Amendment No. 2 to Euro Distribution
Agreement.
1.8 - Form of Preferred Stock Underwriting Agreement.
1.9 - Form of Preferred Stock Underwriting Agreement
Standard Provisions.
4.1 - Indenture dated as of July 1, 1986 between the
Company and Bankers Trust Company, as
Trustee. (2)
4.2 - First Supplemental Indenture dated as of
November 1, 1990 between the Company and
Bankers Trust Company, as Trustee. (3)
4.3 - Second Supplemental Indenture dated as of May
1, 1991 between the Company and Bankers Trust
Company, as Trustee. (4)
4.4 - Amended and Restated Indenture dated as of
September 1, 1993 between the Company and
Chemical Bank, as Trustee. (5)
4.5 - Form of Debt Warrant Agreement.
4.6 - Form of Currency Warrant Agreement.
4.7 - Form of Index Warrant Agreement.
4.8 - Form of Interest Rate Warrant Agreement.
4.9 - Forms of Debt Warrant Certificate (included
in Exhibit 4.5).
4.10 - Forms of Currency Warrant Certificate
(included in Exhibit 4.6).
4.11 - Forms of Index Warrant Certificate (included
in Exhibit 4.7).
4.12 - Forms of Interest Rate Warrant Certificate
(included in Exhibit 4.8).
4.13 - Forms of Certificates of Designation for
Preferred Stock (to be filed or incorporated
herein subsequently.)
4.14 - Form of Certificate for Preferred Stock.
4.15 - Form of Certificate for the Common Stock.
4.16 - Form of Senior Medium-Term Note, Series B
(Fixed Rate).
4.17 - Form of Senior Medium-Term Note, Series B
(Floating Rate).
4.18 - Form of Senior Medium-Term Note, Series B
(Foreign Currency).
<PAGE> 58
4.19 - Form of Subordinated Medium-Term Note, Series
B (Fixed Rate).
4.20 - Form of Subordinated Medium-Term Note, Series
B (Floating Rate).
4.21 - Form of Subordinated Medium-Term Note, Series
B (Foreign Currency).
4.22 - Form of Senior Medium-Term Note, Series C
(Fixed Rate). (6)
4.23 - Form of Senior Medium-Term Note, Series C
(Floating Rate). (6)
4.24 - Form of Subordinated Medium-Term Note, Series
C (Fixed Rate). (6)
4.25 - Form of Subordinated Medium-Term Note, Series
C (Floating Rate). (6)
4.26 - Restated Certificate of Incorporation of the
Company. (7)
4.27 - Certificate of Designation, Preferences and
Rights of Preferred Stock, Adjustable Rate
Series N. (8)
4.28 - By-laws of the Company. (9)
4.29 - Rights Agreement dated as of February 15, 1989
between the Company and The Chase Manhattan
Bank, N.A. as Rights Agent. (10)
5 - Opinion of Robert B. Adams, Senior Vice
President and Deputy General Counsel of the
Company as to the legality of the Offered
Securities.
12.1 - Computation of ratios of earnings to fixed
charges (consolidated).
12.2 - Computation of ratios of earnings to fixed
charges and preferred stock dividend
requirements (consolidated).
23.1 - Consent of Price Waterhouse (to be filed or
incorporated herein subsequently).
23.2 - Consent of Robert B. Adams (contained in
Exhibit 5).
24 - Power of Attorney (appearing on page II-7).
25.1 - Statement of Eligibility of Senior Trustee on
Form T-1.
25.2 - Statement of Eligibility of Subordinated
Trustee on Form T-1.
_______________
(1) Incorporated herein by reference to Exhibit (1)(c) to the
Company's Form 8-K dated November 5, 1992.
(2) Incorporated herein by reference to the respective exhibit
to the Company's Registration Statement No. 33-7299.
(3) Incorporated herein by reference to the respective exhibit
to the Company's Registration Statement No. 33-40485.
(4) Incorporated herein by reference to the respective exhibit
to the Company's Registration Statement No. 33-42367.
(5) Incorporated herein by reference to Exhibit (4)(cc) to the
Company's Form 8-K dated August 19, 1993.
(6) Incorporated herein by reference to Exhibits
(4)(oo),(4)(pp), (4)(qq) and (4)(rr), respectively, to the
Company's Form 8-K
<PAGE> 59
dated August 11, 1994.
(7) Incorporated herein by reference to the respective Exhibit
to the Company's Registration Statement No. 33-58144.
(8) Incorporated herein by reference to Exhibit (4)(e) to the
Company's Form 8-K dated April 29, 1994.
(9) Incorporated herein by reference to the respective exhibit
to the Company's Registration Statement No. 33-42366.
(10) Incorporated herein by reference to Exhibit 28 to the
Company's Form 10-K for the year ended December 31, 1988.
<PAGE> 1
EXHIBIT 1.1
UNDERWRITING AGREEMENT
_________ __, 1994
THE CHASE MANHATTAN CORPORATION
1 Chase Manhattan Plaza
New York, New York 10081
Dear Sirs:
We, the undersigned (being herein called the "Underwriters"),
understand that The Chase Manhattan Corporation, a Delaware corporation (the
"Company"), proposes to issue and sell $___________ aggregate principal amount
of its (Senior) (Subordinated) debt securities (the "Offered Securities")
(together with warrants (the "Warrants") to purchase an additional $_________
principal amount of such (senior) (subordinated) debt securities). The Offered
Securities will be issued under the Indenture dated as of _____ __, 19__, as
amended and supplemented, between the Company and _____________________, as
Trustee. (The Warrants will be issued under a Warrant Agreement dated as of
_______ __, 19__, between the Company and ____________, as warrant agent.) The
terms of the Offered Securities (and Warrants) are set forth in the Company's
Registration Statement on Form S-3 (File No. 33-_____) and the Basic Prospectus
(as defined in the Standard Provisions hereinafter referred to), as
supplemented by a Prospectus Supplement dated _________ __, 19__.
All the provisions (including defined terms) contained in the
document entitled "The Chase Manhattan Corporation Debt Securities Underwriting
Agreement Standard Provisions (August 1994)" (the "Standard Provisions")
attached hereto are incorporated by reference herein in their entirety and
shall be deemed to be part of this Agreement to the same extent as if such
provisions had been set forth in full herein. The Delivery Date referred to in
Paragraph 4 of the Standard Provisions shall be 10:00 A.M., New York City time,
on _______ __, 19__. Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to sell and the
Underwriters agree to purchase, severally and not jointly, the respective
principal amounts of Offered Securities (and Warrants) set forth opposite their
names in Exhibit A hereto at a purchase price of _____% of their principal
amount, plus accrued interest on the Offered Securities from _______ __, 19__
to the Delivery Date.
In accordance with Clause (e) of Paragraph 6 of the Standard Provisions,
the Underwriters severally hereby confirm that the following statements with
respect to the public offering of the
<PAGE> 2
Offered Securities are correct and were furnished to the Company by or on
behalf of the Underwriters for use in the Registration Statement and the
Prospectus:
(Describe any statements with respect to the public offering of the
Offered Securities furnished to the Company by or on behalf of the Underwriters
for use in the Registration and the Prospectus.)
The Underwriters will offer the Offered Securities (and Warrants) for
sale upon the terms and conditions set forth in the Prospectus.
The Underwriters will pay for the Offered Securities (and Warrants)
at the time and place and in the manner set forth in the Standard Provisions.
(The Underwriters and the Company hereby agree to the following
additional terms:)
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and returning a signed copy
to us.
Very truly yours,
(UNDERWRITERS)
By:______________________________
(Authorized Officer)
Accepted:
THE CHASE MANHATTAN CORPORATION
By:____________________________
(Authorized Officer)
2
<PAGE> 1
EXHIBIT 1.2
THE CHASE MANHATTAN CORPORATION
Senior/Subordinated Debt Securities and Warrants
Underwriting Agreement
Standard Provisions
(August 1994)
--------------
THE CHASE MANHATTAN CORPORATION, a Delaware corporation (the
"Company"), may from time to time enter into one or more underwriting
agreements that provide for the sale of one or more series of its senior debt
securities ("Senior Debt Securities"), its subordinated debt securities
("Subordinated Debt Securities", and, together with the Senior Debt Securities,
the "Securities") and/or warrants to purchase Securities ("Warrants")
registered under the registration statements referred to in Paragraph 1(a)
hereof. The Securities will be issued under the indenture referred to in the
Underwriting Agreement (as hereinafter defined) (such indenture, including any
amendments or supplements thereto, being herein referred to as the
"Indenture"), between the Company and the trustee referred to in the
Underwriting Agreement (the "Trustee"), and will have varying maturities,
interest rates, interest payment dates, redemption provisions, selling prices,
priority of payment and other items, with such terms for any particular
offering to be determined at the time of offering. The Warrants will be issued
under one or more warrant agreements (the warrant agreement relating to any
issue of Warrants to be sold pursuant to this Agreement will be identified in
the applicable Underwriting Agreement (as hereinafter defined) and is referred
to as the "Warrant Agreement") between the Company and the warrant agent
identified in such Warrant Agreement (the "Warrant Agent"). The standard
provisions set forth herein may be incorporated by reference in any
underwriting agreement relating to the offering of Securities or Warrants (an
"Underwriting Agreement"). An Underwriting Agreement relating to a particular
series of Securities or Warrants, including the provisions incorporated therein
by reference, is herein referred to, with respect to such series, as "this
Agreement". The Securities and the Warrants may be offered either together or
separately. The Securities and/or Warrants involved in any such offering are
hereinafter referred to as the "Offered Securities", the firms which agree to
purchase the Offered Securities pursuant to this Agreement are hereinafter
referred to as the "Underwriters" of such Offered Securities and the
representatives of the Underwriters named in this Agreement are hereinafter
referred to as the "Representatives". The Offered Securities to be sold to the
Underwriters on the Delivery Date (as hereinafter defined) are hereinafter
referred to as the "Underwritten Securities". "Warrant Securities" shall mean
the Senior Debt Securities or Subordinated Debt Securities issuable
<PAGE> 2
upon exercise of Warrants. The Offered Securities, if any, to be sold pursuant
to the Delayed Delivery Contracts (as hereinafter defined) are hereinafter
referred to as the "Delayed Delivery Securities".
1. The Company represents, warrants and agrees that:
(a) A registration statement on Form S-3 with respect to the
Securities and Warrants has been prepared by the Company in conformity
with the requirements of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") thereunder, has been
filed with the Commission under the Act and has become effective. As used
in this Agreement, "Registration Statement" means that registration
statement as amended at the date of this Agreement; "Basic Prospectus"
means the prospectus (including all documents incorporated therein by
reference) included in the Registration Statement; and "Prospectus" means
the Basic Prospectus, together with any prospectus amendment or supplement
(including in each case all documents incorporated therein by reference)
specifically relating to the Offered Securities, in the form first filed
with the Commission pursuant to Rule 424 of the Rules and Regulations,
which amendment or supplement the Company agrees to promptly so file. The
Commission has not issued any order preventing or suspending the use of
the Prospectus.
(b) The Registration Statement and the Prospectus (excluding, for
purposes of this Paragraph 1(b), any preliminary or "red herring"
prospectus supplement) contain, and each amendment or supplement to the
Registration Statement or the Prospectus filed with the Commission prior
to the termination of the offering of the Offered Securities (including
any document filed by the Company on or after the date of this Agreement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the termination of
the offering of the Offered Securities ("Incorporated Document")) will
contain, all statements which are required by the Act and the Rules and
Regulations and the Exchange Act and the rules and regulations of the
Commission thereunder; the Indenture conforms to the requirements of the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the applicable rules and regulations of the Commission thereunder; and the
Registration Statement and the Prospectus do not, and any amendment or
supplement to the Registration Statement or the Prospectus (including
Incorporated Documents) filed with the Commission prior to
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<PAGE> 3
the termination of the offering of the Offered Securities will not,
contain 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; provided that the Company makes no
representation or warranty as to that part of the Registration Statement
which consists of the Statement of Eligibility under the Trust Indenture
Act (Form T-1) of the Trustee or as to information contained in or omitted
from the Registration Statement or the Prospectus, or any amendment or
supplement thereto, in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on
behalf of any Underwriter specifically for inclusion therein.
(c) The consolidated financial statements of the Company and its
subsidiaries included or incorporated by reference in the Prospectus
present fairly the consolidated financial position of the Company and its
subsidiaries as at the dates indicated and the consolidated results of
their operations for the period specified; and except as stated therein,
said financial statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis.
(d) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, since the respective dates as of which
information is given in the Registration Statement and Prospectus, there
has not been any material transaction not in the ordinary course of
business entered into by the Company or The Chase Manhattan Bank (National
Association) (the "Bank"), any material change in the liabilities or
obligations (direct or contingent) of the Company or the Bank, or any
material adverse change in, or development materially and adversely
affecting, the financial position of the Company or the Bank.
(e) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware
and is duly registered as a bank holding company under the Bank Holding
Company Act of 1956; and the Bank has been duly organized and is in good
standing under the laws of the United States of America.
(f) The Company and the Bank have the authority (corporate and
other) to conduct their respective businesses in all material respects as
described in the Prospectus; and all of the issued and outstanding
shares of capital stock of
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<PAGE> 4
the Bank have been duly authorized and are validly issued and outstanding
and are owned by the Company free and clear of all liens, encumbrances,
security interests and claims, except for existing or future restrictions
on the disposition or encumbrance by the Company of the capital stock of
the Bank contained in the Indenture or in other indentures, guarantees or
evidences of indebtedness of the Company.
(g) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, the Company and the Bank hold all material
licenses, certificates, permits and authorizations from governmental
authorities deemed by the Company to be reasonably necessary for the
conduct of their present operations.
(h) The accountants whose reports are incorporated by reference in
the Prospectus are certified public accountants and are independent public
accountants as required by the Act and the Rules and Regulations.
(i) Except as referred to in the Registration Statement and the
Prospectus (including documents incorporated therein by reference), there
is no material litigation or governmental proceeding pending or, to the
knowledge of the Company, threatened against or involving the Company or
the Bank which would be likely to result in any material adverse change in
the financial position of the Company or the Bank.
(j) Neither the Company nor the Bank is in violation of its
certificate of incorporation or Articles of Association, as the case may
be, or by-laws, or in default in the performance of any material
obligation, agreement or condition contained in any bond, debenture, note
or any other evidence of its indebtedness or any related loan agreement,
note purchase agreement or indenture by which the Company or the Bank is
bound. The execution, delivery and performance of this Agreement, the
Indenture and the Delayed Delivery Contracts, if any, and compliance by
the Company with the provisions of the Indenture and each Warrant
Agreement, if any, and the Offered Securities will not conflict with, or
constitute a breach of, or a default under, any material agreement,
indenture or other instrument by which the Company or the Bank is bound,
or any applicable law, administrative regulation or court decree,
violation of which would have a material adverse effect on the operations
of the Company or the Bank, or result in the creation or imposition of any
material lien, charge or encumbrance upon any of the property or assets
of the Company or the Bank,
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<PAGE> 5
and will not result in a violation of the provisions of the certificate of
incorporation or Articles of Association, as the case may be, or by-laws,
of the Company or the Bank.
(k) There are no contracts or other documents which are required to
be filed as exhibits to the Registration Statement by the Act or by the
Rules and Regulations or which were required to be filed as exhibits to
any document incorporated by reference in the Prospectus by the Exchange
Act or the rules or regulations thereunder, which have not been filed as
exhibits to the Registration Statement or to such document incorporated by
reference in the Prospectus as permitted by the Rules and Regulations or
the rules and regulations under the Exchange Act, as the case may be.
(l) The Indenture and Warrant Agreement, if any, have been validly
authorized and, prior to the issuance of the Offered Securities will be,
duly executed and delivered by the Company, and, assuming the due
authorization, execution and delivery thereof by the Trustee, will
constitute valid and binding instruments of the Company, enforceable in
accordance with its terms; the Offered Securities have been validly
authorized; upon payment for the Offered Securities as provided in this
Agreement or the related Delayed Delivery Contracts, as the case may be,
the Offered Securities will be validly issued and outstanding, and will
constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms; the Securities will be
entitled to the benefits of the Indenture; and the Offered Securities, the
Indenture and Warrant Agreement, if any, will conform to the descriptions
thereof contained in the Registration Statement and the Prospectus.
(m) Since the end of its latest fiscal year, the Company has timely
filed all documents and amendments to previously filed documents required
to be filed by it pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act. The documents incorporated by reference in the Prospectus
have been, and each Incorporated Document will be, prepared by the Company
in conformity with the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder and such documents have been, and
in the case of each Incorporated Document will be, timely filed as
required thereby. Copies of each of the documents incorporated by
reference in the Prospectus have been delivered by the Company to the
Representatives.
(n) The Company has complied with all of the provisions of Section
517.075 of the Florida Statutes, and
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<PAGE> 6
all rules and regulations promulgated thereunder, relating to issuers
doing business in Cuba.
(o) The Warrant Securities, if any, have been duly authorized for
issuance and sale upon the exercise of the Warrants, and, when issued,
authenticated and delivered pursuant to the terms and provisions of the
applicable Indenture against payment of the exercise price in accordance
with the terms of the Warrant Agreement, the Warrant Securities will be
valid and legally binding obligations of the Company enforceable in
accordance with their terms, except as enforcement thereof may be limited
by bankruptcy, insolvency or other laws of general applicability relating
to or affecting enforcement of creditors' rights or by general equity
principles, and will be entitled to the benefits of the Indenture; and the
Warrant Securities, if any, will conform at the time of their issuance in
all material respects to all statements relating thereto in the Prospectus.
2. If the Prospectus so provides, the Underwriters may solicit
offers to purchase Offered Securities by institutional investors for delayed
delivery pursuant to contracts substantially in the form of Exhibit A
attached hereto, with such changes therein as the Company may approve ("Delayed
Delivery Contracts"). The Company shall have the right, in its sole
discretion, to approve or disapprove each such institutional investor. The
Company will pay to the Representatives for the account of the Underwriters,
contemporaneously with the purchase on the Delivery Date by the Underwriters of
the Underwritten Securities pursuant to this Agreement, the compensation
specified in this Agreement for arranging the sale of Delayed Delivery
Securities pursuant to Delayed Delivery Contracts, which shall be equal to a
percentage of the aggregate principal amount of the Delayed Delivery
Securities. The Underwriters shall have no responsibility in respect of the
validity or performance of any Delayed Delivery Contracts.
For the purpose of determining the principal amount of the
Underwritten Securities to be purchased by each Underwriter, there shall be
deducted from the principal amount of Offered Securities to be purchased by
such Underwriter as set forth in the Underwriting Agreement that portion of the
aggregate principal amount of Delayed Delivery Securities (not to exceed the
principal amount of Offered Securities to be purchased by such Underwriter as
set forth in the Underwriting Agreement) as set forth in a written notice
delivered by the Representatives to the Company; provided, however, that the
total principal amount of Offered Securities to be purchased by all
Underwriters on the Delivery Date shall be the total amount of Offered
Securities
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<PAGE> 7
covered by this Agreement, less the principal amount of Delayed Delivery
Securities.
3. The Company shall not be obligated to deliver any Offered
Securities except upon payment for all the Underwritten Securities to be
purchased pursuant to this Agreement. If any Underwriter defaults in the
performance of its obligations under this Agreement, the remaining
non-defaulting Underwriters shall be obligated to purchase the Underwritten
Securities which the defaulting Underwriter agreed but failed to purchase in
the respective proportions which the principal amount of the Offered Securities
set forth in the Underwriting Agreement to be purchased by each remaining
non-defaulting Underwriter bears to the aggregate principal amount of the
Offered Securities set forth in the Underwriting Agreement to be purchased by
all the remaining non-defaulting Underwriters; provided that the remaining
non-defaulting Underwriters shall not be obligated to purchase any Underwritten
Securities if the aggregate principal amount of the Underwritten Securities
which the defaulting Underwriter or Underwriters agreed but failed to purchase
exceeds 9.09% of the total principal amount of the Offered Securities, and any
remaining non-defaulting Underwriter shall not be obligated to purchase more
than 110% of the principal amount of the Offered Securities set forth in the
Underwriting Agreement to be purchased by such Underwriter. If the foregoing
maximums are exceeded, the remaining non-defaulting Underwriters, or those
other Underwriters satisfactory to the Representatives who so agree, shall have
the right, but shall not be obligated, to purchase, in such proportions as may
be agreed upon among them, all the Underwritten Securities. If the remaining
Underwriters or other underwriters satisfactory to the Representatives do not
elect to purchase the Underwritten Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter or the Company,
except that the Company will continue to be liable for the payment of expenses
as set forth in Paragraphs 5(j) and 10 hereof.
Nothing contained herein shall relieve a defaulting Underwriter of
any liability it may have to the Company or any non-defaulting Underwriter for
damages caused by its default. If other underwriters are obligated or agree to
purchase the Underwritten Securities of a defaulting or withdrawing
Underwriter, either the Representatives or the Company may postpone the
Delivery Date for up to seven full business days in order to effect any changes
that in the opinion of counsel for the Company or counsel for the Underwriters
may be necessary in the Registration Statement, the Prospectus or in any other
document or arrangement.
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<PAGE> 8
4. Delivery of and payment for the Underwritten Securities shall
be made at the offices of the Company, 1 Chase Manhattan Plaza, New York, New
York 10081, at 10:00 A.M., New York City time, on the fifth business day
following the date of this Agreement or at such other location or other date as
shall be determined by agreement between the Representatives and the Company
or, if the Offered Securities shall be denominated in, or sold for, a currency
or currency unit other than United States Dollars, at the time, date and
location specified in the Underwriting Agreement. The date and time of
delivery of and payment for the Underwritten Securities are sometimes referred
to herein as the "Delivery Date". On the Delivery Date the Company shall
deliver the Underwritten Securities to the Representatives for the account of
each Underwriter against payment to or upon the order of the Company of the
purchase price by certified or official bank check or checks payable in federal
funds or, if the Offered Securities shall be denominated in, or sold for, a
currency or currency unit other than United States Dollars, by such means as
are specified in the Underwriting Agreement. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a
further condition of the obligation of each Underwriter hereunder. Upon
delivery the Underwritten Securities shall be in definitive or temporary fully
registered form, and shall be in such denominations and registered in such
names as the Representatives shall request in writing not less than two full
business days prior to the Delivery Date. For the purpose of expediting the
checking and packaging thereof, the Company shall make the Underwritten
Securities available for inspection by the Representatives in New York, New
York (or, if the Offered Securities shall be denominated in, or sold for, a
currency or currency unit other than United States Dollars, at such other
location as shall be specified in the Underwriting Agreement) not later than
2:00 P.M., New York City time, on the business day prior to the Delivery Date.
5. The Company agrees:
(a) To furnish promptly to the Representatives and to counsel for
the Underwriters an executed copy of the Registration Statement and the
Prospectus, including the documents incorporated by reference in the
Prospectus and all consents and exhibits filed therewith;
(b) To furnish the Underwriters with copies of the Prospectus
(including the documents incorporated by reference therein) in such
quantities as the Representatives may reasonably request;
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<PAGE> 9
(c) To file promptly all reports and definitive proxy statements or
information statements required to be filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during such period
following the date of this Agreement as a prospectus is required to be
delivered in connection with the offering and sale of the Offered
Securities;
(d) To file with the Commission during the period referred to in (c)
above any amendment to the Registration Statement or the Prospectus or
any supplement to the Prospectus that may, in the judgment of the Company
or in the reasonable judgment of the Representatives, be required by the
Act or that may be requested by the Commission and, in each case, approved
by the Representatives and by the Company;
(e) Prior to filing with the Commission during the period referred
to in (c) above (i) any amendment to the Registration Statement or
supplement to the Prospectus, or (ii) any Prospectus relating to the
Offered Securities pursuant to Rule 424 of the Rules and Regulations, or
(iii) any Incorporated Document, to furnish a copy thereof to the
Representatives and to counsel for the Underwriters;
(f) To advise the Representatives promptly (i) when any
post-effective amendment to the Registration Statement relating to or
covering the Offered Securities becomes effective, (ii) of any request by
the Commission for an amendment or supplement to the Registration
Statement (insofar as the amendment or supplement relates to or covers the
Offered Securities), to the Prospectus, to any document incorporated by
reference in any of the foregoing or for any additional information
relating to the offering of the Offered Securities, (iii) of the issuance
by the Commission of any stop order or any order preventing or suspending
the use of the Prospectus or any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus
or any order directed to any document incorporated or deemed to be
incorporated by reference in the Prospectus or the initiation of any stop
order proceeding or any challenge by the Commission to the accuracy or
adequacy of any document incorporated or deemed to be incorporated by
reference in the Prospectus, (iv) of receipt by the Company of any
notification with respect to the suspension of the qualification of the
Offered Securities for sale in any jurisdiction or the initiation of any
proceeding for that purpose, and (v) of the happening of any event which
makes untrue any statement of a material fact made in the Registration
Statement or the Prospectus,
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<PAGE> 10
or which requires the making of a change in the Registration Statement or
the Prospectus in order to make any material statement therein not
misleading;
(g) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Offered Securities
for offering and sale under the securities laws of such jurisdictions as
the Representatives may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of the
Offered Securities; provided, however, that in connection therewith the
Company shall not be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;
(h) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the
"effective date of the registration statement" (as defined in Rule 158(c)
under the Act), an earning statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and
Rule 158 thereunder;
(i) If during the period referred to in (c) above the Commission
shall issue a stop order suspending the effectiveness of the
Registration Statement, to make every reasonable effort to obtain the
lifting of that order at the earliest possible time;
(j) To pay the costs incident to the authorization, issuance, sale
and delivery of the Offered Securities and any taxes payable in that
connection; the costs incident to the preparation, printing and filing
under the Act of the Registration Statement and any amendments,
supplements and exhibits thereto; the costs incident to the preparation,
printing and filing of any document and any amendments and exhibits
thereto required to be filed by the Company under the Exchange Act; the
costs of distributing the Registration Statement as originally filed and
each amendment and post-effective amendment thereof (including exhibits),
any preliminary prospectus, the Prospectus and any documents incorporated
by reference in any of the foregoing documents; the costs of distributing
the terms of the agreement relating to the organization of the
underwriting syndicate to the Underwriters by mail, telex or other means
of communication; the costs of preparing this Agreement and of printing
the Delayed Delivery Contracts, if any; the costs of any filings with the
National Association of Securities Dealers, Inc.; fees paid to rating
agencies in connection
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<PAGE> 11
with the rating of the Offered Securities; the fees and expenses of
qualifying the Offered Securities under the securities laws of the several
jurisdictions as provided in this Paragraph and of preparing and printing
a Blue Sky Memorandum and a memorandum concerning the legality of the
Offered Securities as an investment (including fees of counsel to the
Underwriters not in excess of $10,000); and all other costs and expenses
incident to the performance of the Company's obligations under this
Agreement; provided that, except as provided in this Paragraph and in
Paragraph 10 hereof, the Underwriters shall pay their own costs and
expenses, including the fees and expenses of their counsel, any transfer
taxes on the Offered Securities which they may sell and the expenses of
advertising any offering of the Offered Securities made by the
Underwriters; and
(k) During the period prior to the earlier of the Delivery Date and
the date on which any price restrictions on the sale of the Offered
Securities are terminated, not to offer or sell, or to cause any
subsidiary to offer or sell, in the United States, without the prior
consent of the Representatives, any debt securities of the Company or any
warrants for the purchase of debt securities of the Company which are
substantially similar to the Offered Securities.
6. (a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls an underwriter within the
meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or arising
out of any untrue statement or alleged untrue statement of a material
fact contained in the Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material
fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading,
unless such untrue statement or omission was made in reliance upon
and in conformity with written information furnished to the Company
on behalf of any Underwriter through the Representatives expressly
for use in the Registration Statement (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto);
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<PAGE> 12
(ii) against any and all loss, liability, claim, damage and
expense whatsoever to the extent of the aggregate amount paid in
settlement of litigation, or investigation or proceeding by any
government agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission (except as made in reliance
upon and in conformity with information furnished on behalf of any
Underwriter through the Representatives as aforesaid) if such
settlement is effected with the written consent of the Company; and
(iii) against any and all expense whatsoever (including the
fees and disbursements of counsel chosen by the Representatives)
reasonably incurred in investigating, preparing or defending against
any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged
untrue statement or omission (except as made in reliance upon and in
conformity with information furnished on behalf of any Underwriter
through the Representatives as aforesaid), to the extent that any
such expense is not paid under (i) or (ii) above.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subparagraph (a) of
this Paragraph, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration Statement (or
any amendment thereto) or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company on behalf of any Underwriter through the Representatives
expressly for use in the Registration Statement (or any amendment thereto) or
the Prospectus (or any amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. An indemnifying party may participate
at its own expense in the defense of such action. In no event shall
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<PAGE> 13
the indemnifying parties be liable for the fees and expenses of more than one
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances; provided, however, that when
more than one Underwriter is an indemnified party, each Underwriter shall be
entitled to separate counsel in each such jurisdiction to the extent such
Underwriter may have interests conflicting with those of another Underwriter
because of the participation of one Underwriter in a transaction hereunder in
which another Underwriter did not participate.
(d) Any amounts to be paid an indemnified party by an indemnifying
party pursuant to this Paragraph 6 for losses, liabilities, claims, damages and
other expenses shall be paid as incurred; provided, however, that amounts to be
paid shall be returned to the indemnifying party in the event that it is
ultimately determined that the indemnified party was not entitled to such
payment.
(e) The Underwriters severally shall confirm in the related
Underwriting Agreement any information or statements with respect to the public
offering of the Offered Securities furnished to the Company by or on behalf of
the Underwriters for use in the Registration Statement and the Prospectus.
(f) The indemnity and contribution agreements contained in this
Paragraph 6 and Paragraph 7 and the representations, warranties and agreements
of the Company in Paragraphs 1 and 5 shall survive the delivery of the Offered
Securities and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or
on behalf of any indemnified party.
7. In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Paragraph 6 is
for any reason held to be unavailable to an Underwriter other than in
accordance with its terms, the Company and the Underwriters of each offering of
Securities and/or Warrants shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the Company and one or more of such
Underwriters with respect to Securities and/or Warrants sold to or through such
Underwriters in such proportions that such Underwriters are responsible for
that portion represented by the percentage that the total commissions and
underwriter discounts received by such Underwriters to the date of such
liability bears to the total sales price received by the Company from the sale
of Securities and/or warrants made to or through such Underwriters to the date
of such liability, and
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<PAGE> 14
the Company is responsible for the balance. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if an Underwriter failed to give the notice required under Paragraph
6(c), then the Company and the Underwriter involved shall contribute to such
aggregate losses, liabilities, claims, damages and expenses in such proportion
as is appropriate to reflect not only the percentage described in the
immediately preceding sentence but also the relative fault of the Company and
such Underwriter in connection with the statements or omissions which resulted
in such liabilities, claims, damages and expenses, as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or such
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and the Underwriters agree that it would not be just and equitable if
contributions pursuant to this Paragraph 7 were determined pro rata (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to in this Paragraph 7. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled under this Paragraph 7 to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Paragraph,
each person, if any, who controls an Underwriter within the meaning of Section
15 of the 1933 Act shall have the same rights to contribution as such
Underwriter, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as the Company. Any amounts to be paid a party pursuant
to this Paragraph 7 for losses, liabilities, claims, damages and other expenses
shall be paid as incurred; provided, however, that amounts to be paid shall be
returned to the paying party in the event that it is ultimately determined that
the party that received payment was not entitled to such payment.
8. The obligations of the Underwriters under this Agreement may be
terminated by the Representatives, in their absolute discretion, by notice
given to and received by the Company at any time prior to delivery of and
payment for any Offered Securities, (i) if there has been, since the respective
dates as of which information is given in the Registration Statement, except as
set forth in or contemplated by the Registration Statement or Prospectus as of
the date of the
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<PAGE> 15
Underwriting Agreement, any material change in the liabilities or obligations
of the Company or the Bank or any material adverse change in, or development
materially and adversely affecting, the financial position of the Company or
the Bank, (ii) if there has occurred any outbreak or escalation of hostilities
or other calamity or crisis the effect of which on the financial markets of the
United States is such as to make it, in the Representatives' judgment,
impracticable to market the Securities or enforce contracts for the sale of the
Securities, (iii) if trading in any securities of the Company has been
suspended by the Commission or a national securities exchange, or if trading
generally on either the American Stock Exchange or the New York State Exchange
has been suspended, or minimum or maximum prices for trading have been fixed,
or maximum ranges for prices for securities have been required, by either of
said exchanges or by order of the Commission or any other governmental
authority, or if a banking moratorium has been declared by either Federal or
New York authorities or (iv) if the rating assigned by Moody's Investors
Service, Inc. or Standard & Poor's Corporation to any debt securities of the
Company as of the date of this Agreement shall have been lowered since that
time or if any such rating agency shall have publicly announced that it has
placed any debt securities of the Company on what is commonly termed a "watch
list" for possible downgrading.
9. The respective obligations of the Underwriters under this
Agreement are subject to the accuracy, on the date this Agreement is executed
and on the Delivery Date, of the representations and warranties of the Company
contained herein, to the accuracy of the statements of the Company's officers
made in any certificate furnished pursuant to the provisions hereof, to
performance by the Company of its obligations hereunder, and to each of the
following additional terms and conditions:
(a) At or before the Delivery Date, no stop order suspending the
effectiveness of the Registration Statement nor any order directed to any
document incorporated by reference in the Prospectus or to any
Incorporated Documents shall have been issued, and prior to that time no
stop order proceeding shall have been initiated or threatened by the
Commission and no challenge by the Commission shall have been made to the
accuracy or adequacy of any document incorporated by reference in the
Prospectus or to any Incorporated Document; any request of the Commission
for inclusion of additional information in the Registration Statement or
the Prospectus shall have been complied with; and the Company shall not
have filed with the Commission any amendment or supplement to the
Registration Statement or the Prospectus without the consent of the
Representatives.
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<PAGE> 16
(b) No Underwriter shall have discovered and disclosed to the
Company on or prior to the Delivery Date that the Registration Statement
or the Prospectus or any Incorporated Document or any amendment or
supplement thereto contains an untrue statement of a fact which, in the
opinion of counsel for the Underwriters, is material or omits to state a
fact which, in the opinion of such counsel, is material and is required to
be stated therein or is necessary to make the statement therein not
misleading.
(c) All corporate proceedings and other legal matters incident to
the authorization, form and validity of this Agreement, the Indenture, any
Warrant Agreement and the Offered Securities, and the form of the
Registration Statement and the Prospectus and any Incorporated Document,
other than financial statements and other financial data, and all other
legal matters relating to this Agreement and the transactions contemplated
hereby shall be satisfactory in all respects to counsel for the
Underwriters, and the Company shall have furnished to such counsel all
documents and information that they may reasonably request to enable
them to pass upon such matters.
(d) Counsel to the Company shall have furnished to the
Representatives their opinion in form and substance satisfactory to the
Representatives addressed to the Underwriters and dated the Delivery
Date to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, has the authority (corporate and other) to own its
properties and to conduct its business as described in the Prospectus
and is duly registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended;
(ii) The Bank has been duly organized and is validly existing
under the laws of the United States of America and has the authority
(corporate and other) to conduct operations as a national banking
association and in all material respects to conduct its business as
described in the Prospectus;
(iii) All the outstanding shares of capital stock of the Bank
have been duly authorized and are validly issued and are owned by the
Company, free and clear of any perfected security interest and, to
the knowledge of such counsel, after due inquiry, any other security
interests, except as described in Paragraph 1(f) above;
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<PAGE> 17
(iv) This Agreement and the Delayed Delivery Contracts, if any,
have been duly executed and delivered by the Company;
(v) The Indenture and any Warrant Agreement have been validly
authorized by the Company and duly executed and delivered by the
Company; the Indenture has been duly qualified under the Trust
Indenture Act; and, assuming due authorization, execution and
delivery, in the case of the Indenture, by the Trustee, and in the
case of any Warrant Agreement, by the Warrant Agent, each of the
Indenture and any Warrant Agreement constitutes a valid and legally
binding instrument of the Company, except to the extent that
enforcement thereof may be limited by bankruptcy, insolvency and other
laws affecting creditors' rights generally and by general principles
of equity regardless of whether such enforceability is considered in
a proceedings in equity or at law;
(vi) The Offered Securities have been duly authorized and,
assuming due authorization, execution and delivery, in the case of the
Indenture, by the Trustee, and in the case of any Warrant Agreement,
by the Warrant Agent, the Offered Securities, when executed and
authenticated in accordance with the provisions of the Indenture, in
the case of Securities, and with the provisions of any Warrant
Agreement, in the case of Warrants, and delivered to and paid for by
the Underwriters pursuant to this Agreement or delivered to and paid
for by the purchasers thereof pursuant to the Delayed Delivery
Contracts, as the case may be, will constitute valid and binding
obligations of the Company, entitled to the benefits of the Indenture
or the Warrant Agreement, as the case may be, except to the extent
that enforcement thereof may be limited by bankruptcy, insolvency and
other laws affecting creditors' rights generally and by general
principles of equity regardless of whether such enforceability is
considered in a proceedings in equity or at law; provided that such
counsel need express no opinion as to whether a court in the United
States would render a money judgment in a currency other than that of
the United States;
(vii) The Offered Securities, any Warrant Agreement and the
Indenture conform to the descriptions thereof in the Registration
Statement and the Prospectus;
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<PAGE> 18
(viii) The Warrant Securities, if any, have been duly authorized
for issuance and sale upon the exercise of the Warrants, and, when
issued, authenticated and delivered pursuant to the terms and
provisions of the Indenture against payment of the exercise price in
accordance with the terms of the Warrant Agreement, the Warrant
Securities will be valid and legally binding obligations of the
Company enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other
laws of general applicability relating to or affecting enforcement of
creditors' rights or by general equity principles, and except further
as enforcement thereof may be limited by requirements that a claim
(or a foreign currency judgment in respect of such claim) be
converted into United States dollars at a rate of exchange prevailing
on a date determined pursuant to applicable law, and will be entitled
to the benefits of the Indenture; and the form of Warrant Securities,
if any, conforms in all material respects to the description thereof
in the Prospectus;
(ix) No approval of any public regulatory body, state or federal
(except under state securities or blue sky statutes, as to which such
counsel need not express an opinion), other than those approvals that
have been obtained, is required for the valid execution, delivery
and performance by the Company of this Agreement;
(x) The execution, delivery and performance of this Agreement
and the Delayed Delivery Contracts, if any, have been authorized by
all requisite corporate action by the Company;
(xi) The execution, delivery and performance of this Agreement
and the Delayed Delivery Contracts, if any, the Indenture and any
Warrant Agreement and Securities or Warrants issued in accordance
with the Indenture, any Warrant Agreement and this Agreement and
compliance by the Company with the provisions of the Indenture, any
Warrant Agreement and the Offered Securities will not result in a
material breach of any of the provisions of, or constitute a material
default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any of the property or assets of the
Company pursuant to the terms of, any agreement or instrument known
to such counsel to which the Company is a party or by which the
Company is bound, and will not result in a violation of the
provisions of the certificate of incorporation or
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<PAGE> 19
by-laws of the Company, or any existing applicable law, rule,
regulation, judgment, order or decree of any governmental
instrumentality or court having jurisdiction over the Company or any
of its subsidiaries;
(xii) The Registration Statement has become effective under the
Act, and, to the best of the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or
are pending or are contemplated under the Act; no order directed to
any document incorporated by reference in the Prospectus or to any
Incorporated Document has been issued, and, to the best of the
knowledge of such counsel, no challenge has been made to the accuracy
or adequacy of any such document; the Registration Statement and the
Prospectus (other than the financial statements and other financial
data included therein, as to which no opinion need be expressed)
comply as to form in all material respects with the requirements of
the Act and the applicable rules and regulations of the Commission
under said Act; the documents incorporated by reference in the
Prospectus and the Incorporated Documents which have been filed prior
to the Delivery Date (except that no opinion need be expressed as to
the financial statements and other financial data contained therein)
comply as to form in all material respects with the requirements of
the Exchange Act and the rules and regulations of the Commission
thereunder; and nothing has come to the attention of such counsel
that would lead them to believe that either such Registration
Statement at the time it became effective, or if an amendment to the
Registration Statement or an annual report on Form 10-K has been
filed by the Company with the Commission subsequent to the
effectiveness of the Registration Statement, then at the time of the
most recent such filing (other than the financial statements and
other financial data included therein, as to which no opinion need be
expressed), 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 or that the
Prospectus, as amended or supplemented, at the date of the
Underwriting Agreement or at the Delivery Date (other than the
financial statements and other financial data included in such
Prospectus, as to which no opinion need be expressed), contained or
contains an untrue statement of a material fact or omitted or
omits to state a material fact required to
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<PAGE> 20
be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
(xiii) To the best of the knowledge of such counsel, there are no
contracts or other documents required to be filed as exhibits to the
Registration Statement by the Act or by the Rules and Regulations, or
which were required to be filed as exhibits to any document
incorporated by reference in the Prospectus by the Exchange Act or
the rules or regulations of the Commission thereunder, which have not
been so filed or so incorporated by reference as exhibits thereto;
the descriptions in the Registration Statement and Prospectus of the
contracts and other documents therein described and filed with the
Registration Statement are accurate in all material respects and
fairly present the information required to be shown; and to the best
of the knowledge of such counsel there are no legal or governmental
proceedings pending or threatened against the Company or any of its
subsidiaries of a character required to be disclosed in the
Prospectus which have not been adequately disclosed therein;
(xiv) The statements made in the Prospectus under the captions
"Description of Debt Securities" and "Description of (Title of
Offered Securities)", insofar as they purport to summarize the
provisions of documents or agreements specifically referred to
therein, fairly present the information called for with respect
thereto by Form S-3; and
(xv) The opinion, if any, of such counsel filed as Exhibit 8 to
the Registration Statement is confirmed and the Underwriters may rely
upon such opinion as if it were addressed to them, and such counsel
has reviewed the statements, if any, contained in the Prospectus
under the caption "United States Taxation", and such statements,
insofar as they describe federal statutes, rules and regulations,
constitute a fair summary thereof.
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form satisfactory to counsel for the
Underwriters and in substance satisfactory to the Representatives.
(e) The opinion or opinions of counsel to the Underwriters shall
have been furnished to the Representatives,
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<PAGE> 21
relating to the incorporation of the Company, the validity of the Offered
Securities, the Indenture, the Registration Statement, the Prospectus, this
Agreement, any Warrant Agreement and such other matters as the Underwriters may
reasonably request.
(f) There shall not have occurred, since the respective dates as of
which information is given in the Registration Statement and the Prospectus, in
which case as then amended and supplemented, except as set forth in or
contemplated by the Registration Statement and the Prospectus, any material
change in the liabilities or obligations of the Company or the Bank or any
material adverse change in, or development materially and adversely affecting,
the financial position of the Company or the Bank; no stop order suspending the
effectiveness of the Registration Statement or of any part thereof shall have
been issued and not withdrawn and no proceedings for that purpose shall have
been instituted and not suspended or, to the knowledge of the Company or any
Representative, shall be contemplated by the Commission; and at the Delivery
Date, each Representative shall have received a certificate of the Company's
Executive Vice President and Chief Financial Officer or Senior Vice President
and Controller or Treasurer or a Vice President assigned to the Controller's
Department, dated as of the Delivery Date, and the Representatives shall have
received a certificate dated as of the Delivery Date, in each case to the
effect (i) that there has been no such material adverse change, (ii) that the
other representations and warranties of the Company contained in Paragraph 1
hereof are true and correct with the same force and effect as though expressly
made at and as of the date of such certificate, (iii) that the Company has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the date of such certificate, and (iv)
that no stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been initiated or
threatened by the Commission.
(g) At the time this Agreement is executed and at the Delivery Date,
Price Waterhouse shall have furnished to the Representatives a letter or
letters, dated respectively as of the date this Agreement is executed and as of
the Delivery Date, in form and substance satisfactory to the Representatives,
confirming that they are independent accountants within the meaning of the Act
and the Exchange Act and the respective applicable rules and regulations of the
Commission thereunder, and stating, as of the date of each such letter (or,
with respect to matters involving changes or developments since the respective
dates as of which specified financial information is given in the Prospectus,
as of a date not more than five business days prior to the date of each such
letter), the conclusions and findings of
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<PAGE> 22
such firm as to such financial information and other matters as the
Representatives shall reasonably request, and, in the case of the letter dated
as of the Delivery Date, confirming in all material respects the conclusions
and findings set forth in the letter dated as of the date this Agreement is
executed.
10. If the Company shall fail to tender the Underwritten Securities
on the Delivery Date or if the Underwriters shall for any reason permitted
under this Agreement (other than pursuant to Paragraphs 3 and 7) decline to
purchase the Underwritten Securities, the sole liability of the Company to the
several Underwriters will be to reimburse the several Underwriters up to a
reasonable amount for the fees and expenses of their counsel and for such other
out-of-pocket expenses as shall have been incurred by them in connection with
this Agreement and the proposed purchase of the Underwritten Securities and the
solicitation of purchases of the Delayed Delivery Securities, and upon demand
the Company will pay the full amount thereof to the Representatives. The
Company will not be obligated to reimburse the several Underwriters on account
of any such expenses if this Agreement shall be terminated for the reasons set
forth in Paragraph 3.
11. The Company shall be entitled to act and rely upon any request,
consent, notice or agreement given or made by the Representatives. Any notice
by the Company to the Underwriters shall be sufficient if given in writing or
by telegraph addressed to the Representatives at the address furnished to the
Company and any notice by the Underwriters to the Company shall be sufficient
if given by the Representatives in writing or by telegraph addressed to the
Company at 1 Chase Manhattan Plaza, New York, New York 10081, Attention of the
Secretary.
12. This Agreement shall inure to the benefit of and be binding
upon the Underwriters, the Company, and their respective successors. Nothing
in this Agreement is intended or shall be construed to give any person other
than the persons mentioned in the preceding sentence any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein, this Agreement and the terms and provisions hereof being for
the sole benefit of only those mentioned persons; except that (a) the
representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
person or persons, if any, who control any Underwriter within the meaning of
Section 15 of the Act, and (b) the indemnity agreement of the Underwriters
contained in Paragraph 6 of this Agreement shall be deemed to be for the
benefit of directors of the Company, officers of the Company who have signed
the Registration Statement and any person controlling the Company.
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<PAGE> 23
Nothing in this Agreement is intended or shall be construed to give any person,
other than the persons referred to in this Paragraph, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein.
13. For purposes of this Agreement, (a) "business day" means any
day on which the New York Stock Exchange, Inc. is open for trading, and (b)
"subsidiary" has the meaning set forth in Rule 405 of the Rules and
Regulations.
14. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
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<PAGE> 24
EXHIBIT A
(Three copies of this Delayed Delivery Contract should be signed and
returned to the address shown below so as to arrive not later than __ :00 A.M.,
New York time, on __________________ _______ , 19__ .)
DELAYED DELIVERY CONTRACT
(Insert date of offering
of Securities to be sold)
THE CHASE MANHATTAN CORPORATION
c/o (Insert name and address
of Agent)
Attention:
Gentlemen:
The undersigned hereby agrees to purchase from The Chase Manhattan
Corporation, a Delaware corporation (the "Company"), and the Company agrees to
sell to the undersigned, as of the date hereof, for delivery on __________
(the "Delivery Date"), $_____________ principal amount of the Company's _____
_______________ (hereinafter called "Securities"), offered by the Company's
Prospectus relating thereto, receipt of a copy of which is hereby acknowledged,
at _______ % of the principal amount thereof plus accrued interest, if any, and
on the further terms and conditions set forth in this Delayed Delivery Contract
("Contract").
Payment for the Securities which the undersigned has agreed to
purchase for delivery on the Delivery Date shall be made to the Company or its
order in immediately available funds in New York, New York, at 10:00 A.M., New
York City time, at the offices of the Company, 1 Chase Manhattan Plaza, New
York, New York 10081, on the Delivery Date upon delivery to the undersigned of
the Securities to be purchased by the undersigned in definitive form and in
such denominations and registered in such names as the undersigned may
designate by written or telegraphic communication address to the Company not
less than five full business days prior to the Delivery Date.
It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the undersigned; that the purchase
hereunder of Securities is to be regarded in all respects as a purchase as of
the date of this Contract; that the obligation of the Company to make delivery
of and accept payment for, and the obligation of the undersigned to take
delivery of and make payment for, Securities on the Delivery Date shall be
subject only to the condition that investment in the Securities shall not at
the Delivery Date be prohibited under the laws of any jurisdiction in the
United States to which the undersigned is subject.
A-1
<PAGE> 25
The undersigned represents that its investment in such Securities
is not, as of the date hereof, prohibited under the laws of any jurisdiction to
which the undersigned is subject and which govern such investment.
Promptly after receipt of a request therefor from the undersigned,
the Company will mail or deliver to the undersigned at its address set forth
below a copy of the opinion of counsel for the Company delivered to the
Company's agents in connection with the offering of the Securities to the
public through such events.
This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
This Contract may be executed by either of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.
It is understood that the acceptance of any such Contract (including
this Contract) is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-served basis. If this Contract
is acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding
contract between the Company and the undersigned when such counterpart is so
mailed or delivered.
Yours very truly,
_____________________________
(Name of Buyer)
By___________________________
_____________________________
(Name and Title of Signatory)
_____________________________
_____________________________
(Address of Buyer)
Accepted, as of the date
first above written
THE CHASE MANHATTAN CORPORATION
By_____________________________
Name:
Title:
A-2
<PAGE> 1
EXHIBIT 1.4
$200,000,000
THE CHASE MANHATTAN CORPORATION
SENIOR/SUBORDINATED MEDIUM-TERM NOTES SERIES C DUE
FROM NINE MONTHS FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT
August --, 1994
Chase Securities, Inc.
One Chase Manhattan Plaza
New York, NY 10081
Smith Barney Inc.
1345 Avenue of the Americas
New York, NY 10105
Ladies and Gentlemen:
The Chase Manhattan Corporation, a Delaware corporation (the
"Company"), confirms its agreement with you (each of you being hereinafter
referred to as an "Agent" and collectively, with any other agents appointed
hereunder, as the "Agents") with respect to the issue and sale by the Company
of its Medium-Term Notes, Series C registered under the Registration Statement
referred to below (any such Medium-Term Notes being hereinafter referred to as
the "Securities") in an aggregate amount not to exceed $200,000,000 subject to
reduction in such amounts as the Company may from time to time advise the
Agents. This Agreement provides both for the sale of Securities by the Company
to the Agents, as principal for resale to investors and other purchasers and
for the sale of Securities by the Company to investors as may from time to time
be agreed to by the Company and an Agent, in which case the relevant Agent will
act as an agent of the Company in soliciting purchases of the Securities. The
Securities may be issued as senior indebtedness (the "Senior Notes") or as
subordinated indebtedness (the "Subordinated Notes") of the Company. The
Senior Notes are to be issued as a series under an Indenture, dated as of July
1, 1986, as supplemented by a First Supplemental Indenture, dated as of
November 1, 1990 and a Second Supplemental Indenture, dated as of May 1, 1991
(said Indenture as so supplemented, the "Senior Indenture"), between the
Company and Bankers Trust Company, as trustee (the "Senior Trustee") and the
Subordinated Notes are to be issued as a series
<PAGE> 2
under an Amended and Restated Indenture, dated as of September 1, 1994, (the
"Subordinated Indenture", and together with the Senior Indenture, the
"Indentures"), between the Company and Chemical Bank, as trustee (the
"Subordinated Trustee", and together with the Senior Trustee, the "Trustees").
Subject to the terms and conditions stated herein, and subject to the
Company's right to sell Securities other than as contemplated by Section 2(a),
(b) or (c) of this Agreement including the Company's right to sell Securities
directly to investors on its own behalf, the Company hereby (i) agrees to sell
Securities directly to an Agent as principal for resale to others in accordance
with the provisions of Section 2(a) hereof and (ii) if agreed to by an Agent
and the Company, to sell Securities through an Agent, acting solely as agent
for the Company, in accordance with the provisions of Section 2(b) hereof. The
Company may from time to time offer other series of Medium-Term Notes through
other agents in which case the commissions to be paid to such other agents may
vary from those set forth in Schedule A. The Company may from time to time
appoint one or more additional persons as agents for soliciting offers to
purchase the Securities from the Company by appointing such additional agents
as Agents hereunder or by entering into distribution agreements substantially
similar to this Agreement, provided that the commissions to be paid to agents
party to any such agreement shall be identical to those set forth in Schedule A
hereof or otherwise agreed upon hereunder (except in the case of sales of
Securities made to any such agent as principal). The Company will notify you
prior to making any such appointment.
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (File No. 33- )
(such registration statement also constitutes post-effective amendment no. 1 to
registration statement no. 33-58144 and post-effective amendment no. 1 to
registration statement no. 33-51044), relating to the Securities and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933 (the "1933 Act"). Such registration statement has been
declared effective by the Commission, and each Indenture has been qualified
under the Trust Indenture Act of 1939 (the "1939 Act"). Such registration
statement and the prospectus, in the form most recently filed pursuant to Rule
424 under the 1933 Act, including all documents incorporated therein by
reference, as from time to time amended or supplemented by the filing of
documents pursuant to the Securities Exchange Act of 1934 (the "1934 Act"), the
1933 Act or otherwise, are referred to herein as the "Registration Statement"
and the "Prospectus", respectively.
SECTION 1. Representations and Warranties. (a) The Company
represents and warrants to each Agent as of the date
2
<PAGE> 3
hereof, as of the Closing Time and each Settlement Date hereinafter referred
to, and as of the times referred to in Sections 6(a) and 6(b) hereof (in each
case the "Representation Date"), as follows:
(i) The Registration Statement and the Prospectus, at the times the
Registration Statement became effective, complied, and as of the
applicable Representation Date will comply, in all material respects with
the requirements of the 1933 Act, and the rules and regulations thereunder
(the "Regulations") and the 1939 Act. The Registration Statement, at the
times the Registration Statement became effective did not, and as of the
applicable Representation Date will not, contain 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. The
Prospectus, at the times the Registration Statement became effective did
not, and as of the applicable Representation Date will not, contain an
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were or are made, not misleading; provided,
however, that the representations and warranties in this subsection shall
not apply to statements in or omissions from the Registration Statement or
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by such Agent expressly for use in the
Registration Statement or Prospectus or to that part of the Registration
Statement which shall constitute the Statements of Eligibility under the
1939 Act (Form T-1) of the Senior Trustee and the Subordinated Trustee.
(ii) The documents incorporated by reference in the Prospectus, at
the time they were or hereafter are filed with the Commission, complied
and will comply in all material respects with the requirements of the 1934
Act and the rules and regulations thereunder (the "1934 Act Regulations"),
and, when read together and with the other information in the Prospectus,
at the time the Registration Statement became, and any amendments thereto
become, effective, did not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were or are made, not misleading.
(iii) The consolidated financial statements of the Company and its
subsidiaries included or incorporated by reference in the Prospectus
present fairly the consolidated financial position of the Company and
its subsidiaries as at
3
<PAGE> 4
the dates indicated and the consolidated results of their operations for
the periods specified; and except as stated therein, said financial
statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis.
(iv) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, since the respective dates as of which
information is given in the Registration Statement and Prospectus, there
has not been any material transaction not entered into in the ordinary
course of business by the Company or The Chase Manhattan Bank, N.A. (the
"Bank"), any material change in the liabilities or obligations (direct or
contingent) of the Company or the Bank, or any material adverse change in,
or development materially and adversely affecting, the financial
position of the Company or the Bank.
(v) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware,
and is duly registered as a bank holding company under the Bank Holding
Company Act of 1956; and the Bank has been duly organized and is validly
existing as a national banking association in good standing under the
laws of the United States of America.
(vi) The Company and the Bank have the power and authority
(corporate and other) to own their properties and to conduct their
respective businesses in all material respects as described in the
Prospectus; and all of the issued and outstanding shares of capital stock
of the Bank have been duly authorized and are validly issued and
outstanding and are owned by the Company free and clear of all liens,
encumbrances, security interests and claims, except for existing or future
restrictions on the disposition or encumbrance by the Company of the
capital stock of the Bank contained in the Indentures or in other
indentures, guarantees or evidences of indebtedness of the Company.
(vii) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, the Company and the Bank hold all material
licenses, certificates, permits and authorizations from governmental
authorities deemed by the Company to be reasonably necessary for the
conduct of their present operations.
(viii) The accountants whose reports are incorporated by reference in
the Prospectus are certified public accountants and are independent public
accountants as required by the 1933 Act and the Regulations.
4
<PAGE> 5
(ix) Except as referred to in the Registration Statement and the
Prospectus, there is no material litigation or governmental proceeding
pending or, to the knowledge of the Company, threatened against or
involving the Company or the Bank which would be likely to result in any
material adverse change in the financial position of the Company or the
Bank.
(x) Neither the Company nor the Bank is in violation in any
material respect of its certificate of incorporation or Articles of
Association, as the case may be, or by-laws, or in default in the
performance of any material obligation, agreement or condition contained
in any bond, debenture, note or any other evidence of its indebtedness or
any related loan agreement, note purchase agreement or indenture by which
the Company or the Bank is bound. The execution, delivery and performance
of this Agreement and each Indenture, and each applicable Delayed Delivery
Contract (as defined in Section 2(c)), if any, and compliance by the
Company with the provisions of each Indenture and the Securities will not
conflict with, or constitute a breach of, or a default under, any material
agreement, indenture or other instrument by which the Company or the Bank
is bound, or any applicable law, administrative regulation or court
decree, violation of which would have a material adverse effect on the
operations of the Company or the Bank, or result in the creation or
imposition of any material lien, charge or encumbrance upon any of the
property or assets of the Company or the Bank, and will not result in a
violation of the provisions of the certificate of incorporation or
Articles of Association, as the case may be, or by-laws of the Company or
the Bank.
(xi) There are no contracts or other documents which are required to
be filed as exhibits to the Registration Statement by the 1933 Act or by
the regulations or which were, or hereafter are, required to be filed as
exhibits to any document incorporated by reference in the Prospectus by
the 1934 Act or the 1934 Act Regulations, which have not been, or will not
be, filed as exhibits to the Registration Statement or to such document
incorporated by reference in the Prospectus as permitted by the
Regulations or the 1934 Act Regulations, as the case may be.
(xii) Each Indenture has been validly authorized and duly executed and
delivered by the Company and constitutes a valid and legally binding
instrument of the Company, enforceable in accordance with its terms; the
Securities will have been validly authorized prior to issuance thereof;
upon payment of the consideration therefor specified in the
Prospectus or agreed upon pursuant to the provisions of this
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Agreement or any applicable Delayed Delivery Contract, as the case may be,
the Securities will be validly issued and outstanding, and will constitute
valid and legally binding obligations of the Company, enforceable in
accordance with their terms; the Securities will be entitled to the
benefits of the applicable Indenture; and the Securities and each
Indenture will conform to the descriptions thereof contained in the
Registration Statement and the Prospectus.
(xiii) Since the end of its latest fiscal year, the Company has timely
filed all documents and amendments to previously filed documents required
to be filed by it pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act. The documents incorporated by reference in the Prospectus, at
the time they were filed with the Commission, were timely filed as
required thereby. Copies of each of the documents incorporated by
reference in the Prospectus have been delivered by the Company to the
Agents.
(xiv) The Company has complied with all the provisions of Section
517.075 of the Florida Statutes, and all rules and regulations promulgated
thereunder, relating to issuers doing business in Cuba.
(b) Any certificate signed by any officer of the Company and
delivered to any Agent or to its counsel in connection with an offering of
Securities shall be deemed a representation and warranty by the Company to such
Agent as to the matters covered thereby.
SECTION 2. Purchases as Principal; Solicitations as Agent. (a)
Purchases as Principal. Unless otherwise agreed by an Agent and the Company,
Securities shall be purchased by an Agent as principal. Each sale of
Securities to an Agent as principal shall be made in accordance with the terms
agreed upon by an Agent and the Company, which terms shall be agreed upon
orally, with written confirmation prepared by such Agent and mailed to the
Company. Each such written confirmation shall specify the principal amount and
terms of the Securities to be purchased by the relevant Agent and the time and
place of delivery of and payment for such Securities (the "Settlement Date"),
and such other information (as applicable) as is set forth in Exhibit A hereto.
Unless otherwise agreed upon by an Agent and the Company, the Company agrees to
pay the Agent the applicable commission, in the form of a discount, set forth
in Schedule A hereto or otherwise agreed upon between the Agents and the
Company from time to time. An Agent's commitment to purchase Securities as
principal shall be deemed to have been made on the basis of the representations
and warranties of the Company herein contained and shall be subject to the
terms and conditions herein set forth. At the time of each purchase of
Securities by an
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Agent as principal, such Agent and the Company shall agree on any requirements
for stand-off, officer's certificate, opinion of counsel and letters from Price
Waterhouse or other independent public accountants of the Company pursuant to
Section 3(k), 6(b), 6(c) and 6(d), respectively, hereof.
(b) Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, when agreed by the Company and an Agent, such Agent will use its best
efforts, as agent for the Company, to solicit offers to purchase the Securities
upon the terms and conditions set forth in the Prospectus.
Upon request, the Company will inform any Agent of the remaining
amount of Securities which may be sold pursuant to the Registration Statement.
The Company reserves the right, in its sole discretion, to suspend solicitation
of offers to purchase the Securities commencing at any time for any definite or
indefinite period of time or permanently. Upon receipt of instructions from
the Company, each of you will forthwith suspend solicitation of offers to
purchase from the Company until advised by the Company that such solicitation
may be resumed.
The Company agrees to pay each Agent a commission, in the form of a
discount, equal to the percentage of the principal amount of each Security sold
by the Company as a result of a solicitation made by such Agent, as agent for
the Company, as set forth in Schedule A hereto or as otherwise agreed upon
between the Agents and the Company from time to time; provided, however, in the
event that any Security shall be sold by the Company at a price to the investor
which shall be less than the principal amount thereof, such commission shall be
equal to the applicable percentage of the principal amount set forth in
Schedule A hereto or otherwise agreed upon between the Agents and the Company
from time to time multiplied by such price to the investor.
Each Agent, when acting in the capacity as agent for the Company, is
authorized to solicit orders for the Securities with terms specified to such
Agent from time to time by the Company. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer to purchase Securities
received by it as agent. The Company 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 Company, to reject any offer to purchase Securities
received by it, in whole or in part, and any such rejection shall not be deemed
a breach of its agreement contained herein.
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(c) Delayed Delivery. The Company authorizes the Agents to solicit
offers to purchase Securities pursuant to delayed delivery contracts (the
"Contract Securities") substantially in the form of Exhibit B attached hereto
("Delayed Delivery Contracts") with such changes therein as the Company may
approve. Delayed Delivery Contracts are to be with institutional investors,
including commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institutions. Upon
execution of a Delayed Delivery Contract by the Company, the Company will pay
the Agent that arranged such contract as compensation the fee set forth in
Schedule A hereto in respect of the principal amount of Contract Securities
purchased as a result of solicitations made, or offers received, by such Agent;
provided, however, that if no sale of Securities pursuant to such contract is
consummated, such Agent shall repay such fee to the Company. The Company will
make Delayed Delivery Contracts in all cases where sales of Contract Securities
arranged by the Agents have been approved by the Company. The Agents will not
have any responsibility in respect of the validity or the performance of
Delayed Delivery Contracts.
(d) Procedures. Administrative procedures respecting the sale of
Securities shall be agreed upon from time to time by the Agents and the Company
(the "Procedures"). The Agents, severally and not jointly, and the Company
agree to perform on and after the Closing Time (as defined below) the
respective duties and obligations specifically provided to be performed by each
of them herein and in the Procedures.
(e) Delivery. The documents required to be delivered pursuant to
Section 5 hereof shall be delivered at the offices of the Company, One Chase
Manhattan Plaza, New York, New York, 10081, at 1:00 P.M., New York City time,
on or prior to the date on which the first supplement to the Prospectus
relating to the Securities is filed with the Commission, which date and time
may be postponed by agreement between the Company and the Agents (the time and
date of such delivery being hereinafter called the "Closing Time").
(f) Sale of Securities. No Security which the Company has agreed
to sell pursuant to Section 2(b) of this Agreement shall be deemed to have been
purchased and paid for, or sold, by the Company until such Security shall have
been delivered to the purchaser thereof against payment by such purchaser.
(g) Manner of Sale. Agents may sell Securities to or through other
broker-dealers, and such other broker-dealers may receive compensation in the
form of underwriting discounts, concessions, or commissions from the Agents
and/or commissions from the purchasers of Securities for whom they may act as
agent.
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Section 3. Covenants of the Company. The Company covenants with
each Agent as follows:
(a) If at any time when the Prospectus is required by the 1933 Act
to be delivered in connection with sales of the Securities any event shall
occur or condition exist as a result of which it is necessary, in the
reasonable opinion of counsel for the Agents or counsel for the Company, to
further amend or supplement the Prospectus in order that the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein not misleading
in the light of the circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary, in the reasonable opinion of either
such counsel, at any such time to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of the
1933 Act or the Regulations, immediate notice shall be given, and confirmed in
writing, to each Agent to cease the solicitation of offers to purchase the
Securities in its capacity as Agent and to cease sales of any Securities it may
then own as principal, and the Company will promptly prepare and file with the
Commission such amendment or supplement, whether by filing documents pursuant
to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such
untrue statement or omission or to make the Registration Statement comply with
such requirement.
(b) On or prior to the date on which there shall be released to the
general public interim financial statement information related to the Company
with respect to each of the first three quarters of any fiscal year or
preliminary financial statement information with respect to any fiscal year,
the Company shall furnish such information to each Agent, confirmed in writing,
and shall cause the Prospectus to be amended or supplemented to include or
incorporate by reference financial information with respect to the results of
operations of the Company for the period between the end of the preceding
fiscal year and the end of such quarter or for such fiscal year, as the case
may be, and corresponding information for the comparable period of the
preceding fiscal year, as well as such other information and explanations as
shall be necessary for an understanding of such financial information or as
shall be required by the 1933 Act or the Regulations; provided, however, that
if on the date of such release the Agents shall have suspended solicitation of
offers to purchase the Securities in their capacity as agent for the Company
pursuant to a request from the Company, and shall not then hold any Securities
as principal, the Company shall not be obligated so to amend or supplement the
Prospectus until such time as the Company shall determine that solicitation of
offers to purchase the Securities should be resumed or shall subsequently agree
to sell Securities to an Agent as principal.
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(c) On or prior to the date on which there shall be released to the
general public financial information included in or derived from the audited
financial statements of the Company for the preceding fiscal year, the Company
shall cause the Registration Statement and the Prospectus to be amended,
whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or
otherwise, to include or incorporate by reference such audited financial
statements and the report or reports, and consent or consents to such inclusion
or incorporation by reference, of the independent accountants with respect
thereto, as well as such other information and explanations as shall be
necessary for an understanding of such financial statements or as shall be
required by the 1933 Act or the Regulations; provided, however, that if on the
date of such release the Agents shall have suspended solicitation of offers to
purchase the Securities in their capacity as agent for the Company pursuant to
a request from the Company, and shall not then hold any Securities as
principal, the Company shall not be obligated so to amend or supplement the
Prospectus until such time as the Company shall determine that solicitation of
offers to purchase the Securities should be resumed or shall subsequently agree
to sell Securities to an Agent as principal.
(d) The Company will make generally available to its security
holders as soon as practicable, but not later than 60 days after the close of
each of the first three fiscal quarters of each fiscal year and 90 days after
the close of each fiscal year, earnings statements (in form complying with the
provisions of Rule 158 under the 1933 Act) covering a twelve-month period
beginning not later than the first day of the fiscal quarter next following the
period beginning not later than the effective date of the Registration
Statement (as defined in Rule 158) with respect to each sale of Securities.
(e) The Company will give each Agent notice of (i) its intention to
file any amendment to the Registration Statement or any amendment or supplement
(other than a "pricing" supplement) to the Prospectus pursuant to the 1933 Act
or (ii) the initial press release relating to earnings results for any fiscal
period or to significant corporate developments during any period during which
solicitations of offers to purchase Securities has not been suspended pursuant
to Section 2(b) hereof. The Company will promptly notify each Agent of any
such amendment, supplement or release, and will make available to each Agent
copies of documents, including documents filed pursuant to the 1934 Act
incorporated by reference, so filed promptly upon the filing thereof.
(f) The Company will notify each Agent immediately (i) of the
effectiveness of any amendment to the Registration Statement, (ii) of the
mailing or the delivery to the Commission
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for filing of any supplement to the Prospectus or any document to be filed
pursuant to the 1934 Act which will be incorporated by reference in the
Prospectus, (iii) of the receipt of any comments from the Commission with
respect to the Registration Statement or the Prospectus, (iv) of any request by
the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Prospectus or for additional information, and (v) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose. The Company will make every reasonable effort to prevent the issuance
of any stop order and, if any stop order is issued, to obtain the lifting
thereof at the earliest possible moment.
(g) The Company will deliver to each Agent as many signed and
conformed copies of the registration statement (as originally filed) and of
each amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated by reference in the Prospectus) as
it may reasonably request. The Company will furnish to each Agent as many
copies of the Prospectus (as amended or supplemented) as it shall reasonably
request so long as it is required to deliver a Prospectus in connection with
sales or solicitations of offers to purchase the Securities.
(h) The Company will furnish to each Agent, at the earliest time
the Company makes the same available to others, copies of its annual reports
and other financial reports furnished or made available to the public
generally.
(i) The Company will use its best efforts, in cooperation with the
Agents, to qualify the Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as
the Agents may designate, and will maintain such qualifications in effect for
as long as may be required for the distribution of the Securities; provided,
however, that the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation in any jurisdiction
in which it is not so qualified. The Company will file such statements and
reports as may be required by the laws of each jurisdiction in which the
Securities have been qualified as above provided.
(j) The Company, during the period when the Prospectus is required
to be delivered under the 1933 Act, will use its best efforts to file promptly
all documents required to be filed with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act and will notify the Agents
immediately of any failure to file promptly any such documents. In addition,
on or prior to the date on which the Company makes any announcement to the
general public concerning any event not referred to in
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subsection (b) or (c) of this Section which is required to be described, or
which the Company proposes to describe, in a document filed pursuant to the
1934 Act, the Company shall furnish the information contained or to be
contained in such announcement to each Agent, confirmed in writing. The
Company also will furnish each Agent with copies of all other press releases or
announcements to the general public, if the information contained therein could
reasonably be construed to be material to the offering of the Securities.
(k) Any other provision of this Agreement notwithstanding, if
specified by the Agent in connection with a purchase by it of Securities as
principal, between the date of the agreement to purchase such Securities and
the Settlement Date, the Company will not, without the prior consent of such
Agent, offer or sell in the United States, or enter into any agreement to sell
in the United States, any debt securities of the Company with terms
substantially similar to those of the Securities that are to be sold pursuant
to such agreement (other than such Securities).
SECTION 4. Payment of Expenses. The Company will pay the following
expenses incident to the performance of its obligations under this Agreement,
including: (i) the preparation and filing of the registration statement and
all amendments thereto, (ii) the preparation, issuance and delivery of the
Securities, (iii) the fees and disbursements of the Company's accountants and
of the Trustee and its counsel, (iv) the qualification of the Securities under
securities laws in accordance with the provisions of Section 3(i), including
filing fees and the reasonable fees and disbursements of counsel in connection
therewith and in connection with the preparation of any Blue Sky Survey, (v)
the printing and delivery to the Agents in quantities as hereinabove stated of
copies of the Registration Statement and all amendments thereto, and of the
Prospectus and any amendments or supplements thereto, (vi) the printing and
delivery to the Agents of copies of each Indenture and any Blue Sky Survey and
any Legal Investment Survey, (vii) any fees charged by rating agencies for the
rating of the Securities, and (viii) the fees and expenses, if any, incurred
with respect to any filing with the National Association of Securities Dealers,
Inc.
The Company shall also reimburse the Agents for the reasonable fees
and disbursements of counsel for the Agents, advertising expenses authorized by
the Company and other reasonable out-of-pocket expenses.
SECTION 5. Conditions of Obligations. The obligations of each Agent
to purchase Securities as principal and to solicit offers to purchase the
Securities as agent of the Company will be
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subject to the accuracy of the representations and warranties on the part of
the Company herein, to the accuracy of the statements of the Company's officers
made in any certificate furnished pursuant to the provisions hereof, to the
performance and observance by the Company of all covenants and agreements
herein contained on its part to be performed and observed and to the following
additional conditions precedent:
(a) At Closing Time and at each Settlement Date (if required in
connection with the purchase of Securities by an Agent as principal), each
Agent (or, if an Agent is purchasing Securities as principal, such Agent) shall
have received:
(1) The opinion or opinions, dated as of such time, of Robert
B. Adams, Esq., Senior Vice President and Deputy General Counsel of the
Company, or other counsel satisfactory to the Agents receiving such
opinion, in form and substance satisfactory to such Agent, to the effect
that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, has the power and authority (corporate and other)
to own its properties and to conduct its business as described in the
Prospectus, as then amended and supplemented, and is duly registered
as a bank holding company under the Bank Holding Company Act of 1956;
(ii) The Bank has been duly organized and is validly existing
as a national banking association in good standing under the laws of
the United States of America and has the power and authority
(corporate and other) to own its properties and to conduct operations
as a national banking association and in all material respects to
conduct its business as described in the Prospectus, as then amended
and supplemented;
(iii) All the outstanding shares of capital stock of the Bank
have been duly authorized and are validly issued and are owned by the
Company, free and clear of any perfected security interest and, to
the knowledge of such counsel, after due inquiry, any other security
interests, except as described in Section 1(a)(vi) above;
(iv) This Agreement and any applicable Delayed Delivery
Contracts have been duly authorized, executed and delivered by the
Company;
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(v) Each Indenture has been validly authorized by the Company
and duly executed and delivered by the Company; each Indenture has
been duly qualified under the 1939 Act and, assuming due
authorization, execution and delivery of each Indenture by the
applicable Trustee, constitutes a valid and binding instrument of the
Company, enforceable in accordance with its terms, except to the
extent that enforcement thereof may be limited by bankruptcy,
insolvency and other laws affecting creditors' rights generally and
by general principles of equity regardless of whether such
enforceability is considered in a proceeding in equity or at law; and
each Indenture conforms to the description thereof in the Prospectus,
as then amended and supplemented;
(vi) The Securities of any series established on or prior to the
date of such opinion have been validly authorized and, assuming due
authorization, execution and delivery of the applicable Indenture, as
then amended and supplemented, by the applicable Trustee, each
Security of such series, when the terms of such Security have been
established in accordance with such Indenture and so as not to
violate any relevant law or agreement and such Security has been
executed and authenticated in accordance with the provisions of such
Indenture and delivered against payment of the consideration therefor
in accordance with this Agreement or any Delayed Delivery Contract,
will constitute a valid and binding obligation of the Company, except
to the extent that enforcement of such Security may be limited by
bankruptcy, insolvency and other laws affecting creditors' rights
generally and by general principles of equity regardless of whether
such enforceability is considered in a proceeding in equity or at
law, and such Security will be entitled to the benefits of such
Indenture; and such Security will conform to the description thereof
in the Prospectus, as then amended and supplemented;
(vii) No approval of any public regulatory body, state or federal
(except under state securities or blue sky statutes, as to which such
counsel need not express an opinion), other than those approvals that
have been obtained, is required for the valid execution, delivery and
performance by the Company of this Agreement or any Delayed Delivery
Contract;
(viii) The execution and delivery of this Agreement, the
execution, delivery and performance of any applicable Delayed
Delivery Contracts, each Indenture
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and Securities issued in accordance with each Indenture and this
Agreement or any Delayed Delivery Contract, and compliance by the
Company with the provisions of each Indenture and such Securities,
will not result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of the Company
pursuant to the terms of any agreement or instrument known to such
counsel to which the Company is a party or by which the Company is
bound, and will not result in a violation of the provisions of the
certificate of incorporation or by-laws of the Company, or any
existing applicable law, rule, regulation, judgment, order or decree
of any governmental instrumentality or court having jurisdiction over
the Company or any of its subsidiaries;
(ix) The Registration Statement has become effective under the
1933 Act and, to the best of such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement has been
issued or if issued has not been lifted and no proceedings for that
purpose have been instituted or if instituted have not been suspended
or are pending or are contemplated under the 1933 Act; no order
directed to any document incorporated by reference in the Prospectus
or any amendment or supplement thereto has been issued or if issued
remains in effect, and, to the best of the knowledge of such counsel,
no challenge has been made to the accuracy or adequacy of any such
document or if made has not been withdrawn or satisfied; the
Registration Statement and the Prospectus (other than the financial
statements and other financial data included therein, as to which no
opinion need be expressed), in each case as then amended or
supplemented, comply as to form in all material respects with the
requirements of the 1933 Act, the 1939 Act and the applicable
regulations under each of those Acts; the documents incorporated by
reference in the Prospectus which have been filed prior to the
Closing Time or Settlement Date, as the case may be (except that no
opinion need be expressed as to the financial statements and other
financial data contained therein), at the time of filing thereof
complied as to form in all material respects with the then applicable
requirements of the 1934 Act and the 1934 Act Regulations; and
nothing has come to the attention of such counsel that would lead him
to believe either that such Registration Statement, at the time it
became effective, or if an amendment to the Registration Statement or
an annual report on Form 10-K has been filed by the Company with the
Commission subsequent to
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the effectiveness of the Registration Statement, then at the time of
the most recent such filing (other than the financial statements and
other financial data included in any such Registration Statement,
amendment or annual report, as to which no opinion need be expressed),
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 or that the Prospectus, as amended
or supplemented at the Closing Time or the Settlement Date, as the
case may be (other than the financial statements and other financial
data included in such Prospectus, as to which no opinion need be
expressed), contains an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(x) To the best of the knowledge of such counsel, there are no
contracts or other documents required to be filed as exhibits to the
Registration Statement by the 1933 Act or by the Regulations, or
which were required to be filed as exhibits to any document
incorporated by reference in the Prospectus by the 1934 Act or the
1934 Act Regulations which have not been so filed or so incorporated
by reference as exhibits thereto; the descriptions in the Registration
Statement and Prospectus, in each case as then amended and
supplemented, of the contracts and other documents therein described
and filed with the Registration Statement, as then amended and
supplemented, are accurate in all material respects and fairly
present the information required to be shown; and to the best of the
knowledge of such counsel there are no legal or governmental
proceedings pending or threatened against the Company or any of its
subsidiaries of a character required to be disclosed in the
Prospectus, as then amended and supplemented, which have not been
adequately disclosed therein; and
(xi) The statements made in the Prospectus, as then amended and
supplemented, under the captions "Description of Debt Securities",
"Description of Notes", "Plan of Distribution", and "Plan of
Distribution of Notes", insofar as they purport to summarize the
provisions of documents or agreements specifically referred to
therein, fairly present the information called for with respect
thereto by Form S-3.
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In rendering such opinion such counsel shall be entitled to limit the
matters covered thereby to matters involving the laws of the United States
and the State of New York and the General Corporation Law of the State of
Delaware.
(2) The opinion or opinions of counsel to the Agents, relating to
the incorporation of the Company, the validity of the Securities, the
Indentures, the Registration Statement, the Prospectus, this Agreement and
such other matters as the Agent or Agents receiving such opinion may
reasonably request.
(b) Since the respective dates as of which information is given in
the Registration Statement and the Prospectus (or, in the case of any agreement
by an Agent to purchase Securities as principal, since the date of such
agreement), there shall not have occurred any material change in the
liabilities or obligations of the Company or the Bank or any material adverse
change in, or development materially and adversely affecting, the financial
position of the Company or the Bank; no stop order suspending the effectiveness
of the Registration Statement or of any part thereof shall have been issued and
not withdrawn and no proceedings for that purpose shall have been instituted
and not suspended or, to the knowledge of the Company or any Agent, shall be
contemplated by the Commission; and at Closing Time and at each Settlement
Date, each Agent (or, in the case of any agreement by an Agent to purchase
Securities as principal, such Agent) shall have received a certificate of the
Company's Executive Vice President and Chief Financial Officer or Senior Vice
President and Controller or Treasurer or a Vice President assigned to the
Controller's Department, dated as of the Closing Time or the Settlement Date,
in each case to the effect (i) that there has been no such material adverse
change, (ii) that the other representations and warranties of the Company
contained in Section 1 hereof are true and correct with the same force and
effect as though expressly made at and as of the date of such certificate,
(iii) that the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the date of
such certificate, and (iv) that no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that purpose
have been initiated or threatened by the Commission.
(c) At Closing Time and at each Settlement Date (if required in
connection with the purchase of Securities by an Agent as principal), each
Agent (or, if an Agent is purchasing Securities as principal, such Agent) shall
have received from Price Waterhouse or other independent public accountants of
the Company, a letter, dated as of the Closing Time or such
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Settlement Date in form and substance satisfactory to such Agent as agreed upon
between the Company and such Agent.
(d) At the Closing Time and at each Settlement Date, counsel for the
Agents shall have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Securities as herein contemplated and related proceedings, or
in order to evidence the accuracy and completeness of any of the
representations and warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with
the issuance and sale of the Securities as herein contemplated shall be
satisfactory in form and substance to the Agents and their counsel.
The obligations of an Agent to purchase Securities as principal will
be subject to the provisions of Section 11 and the following further condition:
there shall not have come to the attention of the Agent obligated to purchase
such Securities any facts that would reasonably cause it to believe that the
Prospectus, at the time it was required to be delivered to a purchaser of the
Securities, contained an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in
light of the circumstances existing at such time, not misleading.
If any condition specified in this Section shall not have been
fulfilled, this Agreement (or, at the option of an Agent, any applicable
agreement by such Agent to purchase Securities as principal) may be terminated
insofar as it applies to an Agent by notice to the Company at any time at or
prior to the Closing Time or applicable Settlement Date, and such termination
shall be without liability of any party to any other party, except that the
covenants set forth in Section 3(d) hereof, the provisions of Section 4 hereof,
the indemnity and contribution agreements set forth in Sections 7 and 8 hereof,
and the provisions of Sections 10 and 13 hereof shall remain in effect.
SECTION 6. Additional Covenants of the Company. The Company
covenants and agrees that:
(a) Each acceptance by it of an offer for the purchase of Securities
(whether to an Agent as principal or through an Agent as Agent) shall be
deemed to be an affirmation that the representations and warranties of the
Company contained in this Agreement and in any certificate theretofore
delivered to the Agents pursuant hereto are true and correct at the time
of such acceptance or sale, as the case may be, and an undertaking that
such representations and warranties
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will be true and correct at the time of delivery to the purchaser or his
agent, or such Agent, as the case may be, of the relevant Securities as
though made at and as of each such time (and it is understood that such
representations and warranties shall relate to the Registration Statement
and the Prospectus as amended and supplemented to each such time).
(b) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented (other than by an amendment or supplement
relating solely to the terms of Securities, or a change in the principal
amount of Securities to be sold, or similar changes) or there is filed
with the Commission any document incorporated by reference into the
Prospectus, or, if required in connection with the purchase of Securities
by an Agent as principal, the Company shall furnish or cause to be
furnished to the Agents (or, if such certificate is being furnished in
connection with the purchase of Securities by an Agent as principal, to
such Agent) forthwith a certificate in form satisfactory to the Agents
(or, if such certificate is being furnished in connection with the
purchase of Securities by an Agent as principal, to such Agent) to the
effect that the statements contained in the certificates referred to in
Section 5(b) hereof which were last furnished to the Agents are true and
correct at the time of such amendment or supplement or filing or sale, as
the case may be, as though made at and as of such time (except that such
statements shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to such time) or, in lieu of such
certificate, certificates of the same tenor as the certificates referred
to in said Section 5(b), modified as necessary to relate to the
Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificates; provided, however, that no such
certificate shall be required upon the filing of a Current Report on Form
8-K (x) containing only information concerning quarterly earnings which
has been announced to the general public or (y) containing solely exhibits
relating to an offering of securities other than the Securities;
(c) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented (other than by an amendment or supplement
relating solely to the terms of Securities, or a change in the principal
amount of Securities to be sold, or similar changes) or there is filed
with the Commission any document incorporated by reference into the
Prospectus (except for a filing of a Current Report on Form 8-K (x)
containing only information concerning quarterly earnings which has been
announced to the general
19
<PAGE> 20
public or (y) containing solely exhibits relating to an offering of
securities other than the Securities) or, if required in connection with
the purchase of Securities by an Agent as principal, the Company shall
furnish or cause to be furnished forthwith to the Agents (or, if such
certificate is being furnished in connection with the purchase of
Securities by an Agent as principal, to such Agent) and the counsel for the
Agents a written opinion of Robert B. Adams, Esq., Senior Vice President
and Deputy General Counsel of the Company, or other counsel satisfactory
to the Agents receiving such opinion, dated the date of delivery of such
opinion, in form satisfactory to the Agents receiving such opinion, of the
same tenor as the opinion referred to in Section 5(a)(1) hereof but
modified, as necessary, to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of delivery of such
opinion or, in lieu of such opinion, counsel last furnishing such opinion
to the Agents shall furnish to the Agent or Agents entitled to receive such
opinion a letter to the effect that such Agent may rely on such last
opinion to the same extent as though it was dated the date of such letter
authorizing reliance (except that statements in such last opinion shall be
deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of delivery of such letter authorizing
reliance); and
(d) Each time that the Registration Statement or the Prospectus
shall be amended or supplemented to include additional financial
information or there is filed with the Commission any document
incorporated by reference into the Prospectus which contains additional
financial information (except for a filing of a Current Report on Form 8-K
(x) containing only information concerning quarterly earnings which has
been announced to the general public or (y) containing solely exhibits
relating to an offering of securities other than the Securities) or, if
required in connection with the purchase of Securities by an Agent as
principal, the Company shall cause Price Waterhouse or other independent
public accountants of the Company forthwith to furnish the Agents (or, if
such letter is being furnished in connection with the purchase of
Securities by an Agent as principal, to such Agent) a letter, dated the
date of filing of such amendment, supplement or document with the
Commission, or the date of such sale, as the case may be, in form
satisfactory to the Agent or Agents entitled to receive such letter, of the
same tenor as the letter referred to in Section 5(c) hereof but modified to
relate to the Registration Statement and Prospectus, as amended and
supplemented to the date of such letter; provided, however, that if the
Registration Statement or the Prospectus is amended or supplemented solely
to include financial information as of and for a fiscal quarter, Price
Waterhouse or such other accountants may limit the scope of such letter
20
<PAGE> 21
to the unaudited financial statements included in such amendment or
supplement.
SECTION 7. Indemnification. (a) The Company agrees to indemnify
and hold harmless each Agent and each person, if any, who controls an Agent
within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever arising out of any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement (or any
amendment thereto), or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement
or alleged untrue statement of a material fact contained in the Prospectus
(or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading, unless such untrue statement or omission was made in
reliance upon and in conformity with written information furnished to the
Company by such Agent expressly for use in the Registration Statement (or
any amendment thereto) or the Prospectus (or any amendment or supplement
thereto);
(ii) against any and all loss, liability, claim, damage and expense
whatsoever to the extent of the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission (except as made in reliance upon and in conformity with
information furnished by such Agent as aforesaid) if such settlement is
effected with the written consent of the Company; and
(iii) against any and all expense whatsoever (including the fees and
disbursements of counsel chosen by such Agent) reasonably incurred in
investigating, preparing or defending against any litigation, or
investigation or proceeding by any governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue
statement or omission or any such alleged untrue statement or omission
(except as made in reliance upon and in conformity with information
furnished by such Agent as aforesaid), to the extent that any such expense
is not paid under (i) or (ii) above.
21
<PAGE> 22
(b) Each Agent agrees to indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by
such Agent expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder but failure to so notify an indemnifying
party shall not relieve it from any liability which it may have otherwise than
on account of this indemnity agreement. An indemnifying party may participate
at its own expense in the defense of such action. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel for all indemnified parties in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances; provided, however, that when
more than one Agent is an indemnified party, each Agent shall be entitled to
separate counsel in each such jurisdiction to the extent such Agent may have
interests conflicting with those of another Agent because of the participation
of one Agent in a transaction hereunder in which another Agent did not
participate.
(d) Any amounts to be paid an indemnified party by an indemnifying
party pursuant to this Section 7 for losses, liabilities, claims, damages and
other expenses shall be paid as incurred; provided, however, that amounts so
paid shall be returned to the indemnifying party in the event that it is
ultimately determined that the indemnified party was not entitled to such
payment.
SECTION 8. Contribution. In order to provide for just and
equitable contribution in circumstances in which the indemnity agreement
provided for in Section 7 is for any reason held to be unavailable to an Agent
other than in accordance with its terms, the Company and such Agent shall
contribute to the aggregate losses, liabilities, claims, damages and expenses
of the nature contemplated by said indemnity agreement incurred by the Company
and such Agent with respect to Securities sold to or through such Agent in such
proportions that such Agent is responsible for that portion represented by the
percentage that
22
<PAGE> 23
the total commissions and underwriting discounts received by such Agent to the
date of such liability bears to the total sales price received by the Company
from the sale of Securities made to or through such Agent to the date of such
liability, and the Company is responsible for the balance. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if an Agent failed to give the notice required under Section
7(c), then the Company and the Agent involved shall contribute to such
aggregate losses, liabilities, claims, damages and expenses in such proportion
as is appropriate to reflect not only the percentage described in the
immediately preceding sentence but also the relative fault of the Company and
such Agent in connection with the statements or omissions which resulted in
such liabilities, claims, damages and expenses, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or such Agent and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the Agents agree that it
would not be just and equitable if contributions pursuant to this Section 8
were determined pro rata (even if the Agents were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section 8. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled under this Section 8 to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section, each person, if any, who controls an Agent within the meaning
of Section 15 of the 1933 Act shall have the same rights to contribution as
such Agent, and each director of the Company, each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act shall have the same
rights to contribution as the Company. Any amounts to be paid a party pursuant
to this Section 8 for losses, liabilities, claims, damages and other expenses
shall be paid as incurred; provided, however, that amounts so paid shall be
returned to the paying party in the event that it is ultimately determined that
the party that received payment was not entitled to such payment.
SECTION 9. Status of the Agents. In the event the Company and an
Agent agree that an Agent shall act as agent of the Company in soliciting
purchases of the Securities from the Company, any such Agent shall be acting
solely as agent for the Company and not as principal. Each Agent will make
reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Securities from the Company has
23
<PAGE> 24
been solicited or received by such Agent and accepted by the Company but such
Agent shall not have any liability to the Company in the event any such
purchase is not consummated for any reason.
Nothing herein contained shall constitute the Agents an association,
joint venture or partnership, with the Company or with each other, or, except
as expressly provided in Section 14 hereof with respect to purchases of
Securities as principal by more than one Agent, render any Agent liable for the
obligation of any other Agent to purchase Securities from the Company.
SECTION 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, or contained in certificates of officers of the Company submitted
pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Agents or any
controlling person, or by or on behalf of the Company, and shall survive each
delivery of and payment for any of the Securities.
SECTION 11. Termination. This Agreement (excluding any agreement
hereunder by an Agent to purchase Securities as principal) may be terminated
with respect to the participation of any party hereto for any reason at any
time by such party upon the giving of 30 days' written notice of such
termination to the other parties hereto. An Agent may also terminate any
agreement hereunder by such Agent to purchase Securities as principal,
immediately upon notice to the Company, at any time prior to the Settlement
Date relating thereto (i) if there has been, since the respective dates as of
which information is given in the Registration Statement, except as set forth
in or contemplated by the Registration Statement or Prospectus as of the date
of such agreement, any material change in the liabilities or obligations of the
Company or the Bank or any material adverse change in, or development
materially and adversely affecting, the financial position of the Company or
the Bank, (ii) if there has occurred any outbreak or escalation of hostilities
or other calamity or crisis the effect of which on the financial markets of the
United States is such as to make it, in such Agent's judgment, impracticable to
market the Securities or enforce contracts for the sale of the Securities,
(iii) if trading in any securities of the Company has been suspended by the
Commission or a national securities exchange, or if trading generally on the
New York Stock Exchange has been suspended, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices for securities have been
required, by either of said exchanges or by order of the Commission or any
other governmental authority, or if a banking moratorium has been declared by
either Federal or New York authorities or (iv) if the rating assigned by
Moody's
24
<PAGE> 25
Investors Service, Inc. or Standard & Poor's Corporation to any debt securities
of the Company as of the time of any agreement by an Agent to purchase
Securities as principal shall have been lowered since that time or if any such
rating agency shall have publicly announced that it has placed any debt
securities of the Company on what is commonly termed a "watch list" for
possible downgrading. In the event of any such termination by any party
hereto, no other party will have any liability to such party and such party
will not have any liability to any other party hereto, except that (i) in the
case of a termination pursuant to the first sentence of this Section 11, the
Agents shall be entitled to any commissions earned in accordance with the third
paragraph of Section 2(b) hereof, (ii) if at the time of termination (A) the
Agents shall own any of the Securities with the intention of reselling them or
(B) an offer to purchase any of the Securities has been accepted by the Company
but the time of delivery to the purchaser or his agent of the Securities or
Securities relating thereto has not occurred, the covenants set forth in
Sections 3 and 6 hereof shall remain in effect until such Securities are so
resold or delivered, as the case may be, and (iii) the covenant set forth in
Section 3(d) hereof, the provisions of Section 4 hereof, the indemnity
agreement set forth in Section 7 hereof, the contribution agreement set forth
in Section 8 hereof, and the provisions of Sections 10 and 13 hereof shall
remain in effect.
SECTION 12. Notices. 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. Notices to the Company
shall be directed to it at 1 Chase Manhattan Plaza, New York, New York 10081,
Attention of the Secretary, with copies to Arjun K. Mathrani, Executive Vice
President and Chief Financial Officer, at the same address; notices to Chase
Securities, Inc., shall be directed to it at 1 Chase Manhattan Plaza, 35th
Floor, New York, NY 10081 Attention: MTN Department and to Smith Barney Inc.
at 1345 Avenue of the Americas, 46th Floor, New York, NY 10105 Attention:
Frank W. Hamilton III, Continuously Offered Products Group, or, in the case of
any party, to such other address or person as such party shall specify to each
other party by a notice given in accordance with the provisions of this Section
12.
SECTION 13. Parties. This Agreement shall inure to the benefit of
and be binding upon the Agents and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the parties
hereto and their respective successors and the controlling persons and officers
and directors referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any
25
<PAGE> 26
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Securities
shall be deemed to be a successor by reason merely of such purchase.
SECTION 14. Default by an Agent Purchasing Securities as Principal.
If any Agent or Agents purchasing Securities as principal hereunder shall fail
to purchase and pay for any of the Securities agreed in such transaction to be
purchased by such Agent or Agents, and such failure to purchase shall
constitute a default in the performance of its or their obligations to purchase
such Securities in such transaction, then: (a) if the aggregate principal
amount of Securities which the defaulting Agent or Agents agreed but failed to
purchase as principal does not exceed 10% of the aggregate principal amount of
Securities agreed to be purchased in such transaction by all Agents, the
Company shall have the right to require each nondefaulting Agent to purchase at
the applicable Settlement Date the aggregate principal amount of Securities
which such Agent agreed to purchase as principal in such transaction, and, in
addition, to require each nondefaulting Agent to purchase its pro rata
proportion of the Securities (based on the aggregate principal amount of
Securities such nondefaulting Agent agreed to purchase as principal in such
transaction) originally agreed to be purchased by such defaulting Agent or
Agents; but nothing herein shall relieve a defaulting Agent of its liability,
if any, to the Company and any nondefaulting Agent for its default hereunder;
or (b) if the aggregate principal amount of Securities which the defaulting
Agent or Agents agreed but failed to purchase as principal exceeds 10% of the
aggregate principal amount of Securities agreed to be purchased in such
transaction by all Agents, or if the Company shall not exercise the right
described in clause (a) above to require nondefaulting Agents to purchase
Securities of a defaulting Agent or Agents, the nondefaulting Agent or Agents
shall have the right to purchase all, but shall not be under any obligation to
purchase any, of the Securities agreed by the Agents to be purchased as
principal in such transaction, and if such nondefaulting Agent or Agents do not
purchase all such Securities, the applicable agreement to purchase such
Securities as principal shall terminate without liability to any nondefaulting
Agent or the Company, except for the indemnity and contribution agreements in
Sections 7 and 8 hereof and the expense provisions provided in Section 4
hereof; but nothing herein shall relieve a defaulting Agent of its liability,
if any, to the Company and any nondefaulting Agent for its default hereunder.
26
<PAGE> 27
In the event of a default by any Agent as set forth in this Section
14, the Settlement Date with respect to such purchase of Securities as
principal shall be postponed for such period, not exceeding seven days, as the
lead nondefaulting Agent or, if no Agent is the lead nondefaulting Agent, the
nondefaulting Agent or Agents, shall determine in order that the required
changes in the Registration Statement and the Prospectus or Pricing Supplement
or in any other document or arrangements may be effected.
SECTION 15. Governing Law. This Agreement and the rights and
obligations of the parties created hereby shall be governed by the laws of the
State of New York.
27
<PAGE> 28
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between you and the Company in accordance with its terms.
Very truly yours,
THE CHASE MANHATTAN CORPORATION
By:____________________________
Name:
Title:
CONFIRMED AND ACCEPTED, as of the
date first above written:
CHASE SECURITIES, INC.
By:___________________________
Name:
Title:
SMITH BARNEY INC.
By:___________________________
Name:
Title:
28
<PAGE> 29
SCHEDULE A
<TABLE>
<CAPTION>
Commission Rates
(as a percentage of
Maturity Range principal amount)
- -------------- -------------------
<S> <C>
More than 9 months up to 1 year .20%
In excess of 1 year up to 2 years .40
In excess of 2 years up to 3 years .60
In excess of 3 years up to 4 years .75
In excess of 4 years up to 5 years 1.00
In excess of 5 years up to 6 years 1.50
In excess of 6 years up to 7 years 2.00
In excess of 7 years up to 10 years 2.25
In excess of 10 years up to 15 years 2.50
In excess of 15 years up to 20 years 2.75
In excess of 20 years up to 30 years 3.00
More than 30 years To be negotiated between
the Agent and the Company
at the time of such sale.
</TABLE>
29
<PAGE> 30
EXHIBIT A
The following terms, if applicable, shall be agreed to by the Agent and
the Company in connection with each sale of Securities:
Principal Amount: $_____________
(or principal amount of foreign currency)
Interest Rate:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate:
Initial Interest Reset Date:
Spread or Spread Multiplier, if any:
Interest Rate Reset Month(s):
Interest Payment Month(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Interest Rate Reset Furrowed:
Interest Payment Period:
Interest Payment Date:
Calculation Agent:
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction:
Date of Maturity:
Purchase Price: ____%
Settlement Date and Time:
Currency of Denomination:
Denominations (if currency is other than
U.S. dollar):
Currency of Payment:
Additional Terms:
Exceptions, if any, to Section 3(k) of
Distribution Agreement:
(Stand-off provision is applicable to
Securities.) (Stand-off provision is
inapplicable to Securities.)
(Describe other exceptions, if any)
(The following documents referred to in the
Distribution Agreement shall be delivered as a
condition to settlement:
A-1
<PAGE> 31
(Officer's Certificates pursuant to
Section 6(b).)
Legal Opinion pursuant to
Section 6(c).)
Comfort Letter pursuant to
Section 6(d).))
A-2
<PAGE> 32
EXHIBIT B
(Three copies of this Delayed Delivery Contract should be signed and
returned to the address shown below so as to arrive not later than __:00 A.M.,
New York time, on ________________________, 19__.)
DELAYED DELIVERY CONTRACT
-------------------------
(Insert date of offering
of Securities to be sold)
THE CHASE MANHATTAN CORPORATION
c/o (Insert name and address
of Agent)
Attention:
Gentlemen:
The undersigned hereby agrees to purchase from The Chase Manhattan
Corporation, a Delaware corporation (the "Company"), and the Company agrees to
sell to the undersigned, as of the date hereof, for delivery on _______________
(the "Delivery Date"), $______________ principal amount of the Company's
___________________ (hereinafter called "Securities"), offered by the Company's
Prospectus relating thereto, receipt of a copy of which is hereby acknowledged,
at _______% of the principal amount thereof plus accrued interest, if any, and
on the further terms and conditions set forth in this Delayed Delivery Contract
("Contract").
Payment for the Securities which the undersigned has agreed to
purchase for delivery on the Delivery Date shall be made to the Company or its
order in immediately available funds in New York, New York, at 10:00 A.M., New
York City time, at the offices of the Company, 1 Chase Manhattan Plaza, New
York, New York 10081, on the Delivery Date upon delivery to the undersigned of
the Securities to be purchased by the undersigned in definitive form and in
such denominations and registered in such names as the undersigned may
designate by written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date.
It is expressly agreed that the provisions for delayed delivery and
payment are for the sole convenience of the
B-1
<PAGE> 33
undersigned; that the purchase hereunder of Securities is to be regarded in all
respects as a purchase as of the date of this Contract; that the obligation of
the Company to make delivery of and accept payment for, and the obligation of
the undersigned to take delivery of and make payment for, Securities on the
Delivery Date shall be subject only to the condition that investment in the
Securities shall not at the Delivery Date be prohibited under the laws of any
jurisdiction in the United States to which the undersigned is subject.
The undersigned represents that its investment in such Securities is
not, as of the date hereof, prohibited under the laws of any jurisdiction to
which the undersigned is subject and which govern such investment.
Promptly after receipt of a request therefor from the undersigned,
the Company will mail or deliver to the undersigned at its address set forth
below a copy of the opinion of counsel for the Company delivered to the
Company's agents in connection with the offering of the Securities to the
public through such events.
This Contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
This Contract may be executed by either of the parties hereto in any
number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same instrument.
It is understood that the acceptance of any such Contract (including
this Contract) is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-served basis. If this Contract
is acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
B-2
<PAGE> 34
hereof to the undersigned at its address set forth below. This will become a
binding contract between the Company and the undersigned when such counterpart
is so mailed or delivered.
Yours very truly,
______________________________
(Name of Buyer)
By____________________________
______________________________
(Name and Title of Signatory)
______________________________
______________________________
(Address of Buyer)
Accepted, as of the date
first above written
THE CHASE MANHATTAN CORPORATION
By_____________________________
Name:
Title:
B-3
<PAGE> 1
EXHIBIT 1.6
U.S. $1,952,525,000
THE CHASE MANHATTAN CORPORATION
Euro Medium-Term Notes, Series B
Due From Nine Months From Date of Issue
AMENDMENT NO. 1 TO
EURO DISTRIBUTION AGREEMENT
May 12, 1993
MERRILL LYNCH INTERNATIONAL LIMITED
CHASE INVESTMENT BANK LIMITED
CREDIT SUISSE FIRST BOSTON LIMITED
GOLDMAN SACHS INTERNATIONAL LIMITED
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
(formerly named Lehman Brothers
International Limited)
SALOMON BROTHERS INTERNATIONAL LIMITED
CHASE BANK A.G.
c/o Merrill Lynch International Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
Ladies and Gentlemen:
Reference is made to the Euro Distribution Agreement, dated November 5,
1992 (the "Euro Distribution Agreement"), among The Chase Manhattan
Corporation, a Delaware corporation (the "Company"), and each of the
above-named agents (each of you being hereinafter referred to as an "Agent" and
collectively as the "Agents", which term shall include any Additional Agents
(as defined in the Euro Distribution Agreement)).
Capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Euro Distribution Agreement.
The Company hereby confirms its agreement with each of you to the
following, which shall constitute an amendment to the Euro Distribution
Agreement:
1. From and after the date hereof, the term "Registration Statement"
shall mean the registration statement on Form S-3 (File No. 33-58144) (such
registration statement also constitutes post-effective amendment no. 1 to
registration statement no. 33-45266) relating to the Securities and the
offering thereof from time to time in accordance with Rule 415 under the
<PAGE> 2
Securities Act of 1933, as amended. The Registration Statement was declared
effective by the Commission on March 2, 1993.
2. Section 6(b) of the Euro Distribution Agreement is hereby amended to
delete the proviso beginning on the twenty- eighth line thereof and to
substitute therefor the following:
"provided, however, that no such certificate shall be required upon
the filing of a Current Report on Form 8-K (x) containing only
information concerning quarterly earnings which has been announced to
the general public or (y) containing solely exhibits relating to an
offering of securities other than the Securities;"
3. Section 6(c) of the Euro Distribution Agreement is hereby amended to
delete the parenthetical clause beginning on the eighth line thereof and to
substitute therefor the following:
"and other than a filing of a Current Report on Form 8-K (x)
containing only information concerning quarterly earnings which has
been announced to the general public or (y) containing solely
exhibits relating to an offering of securities other than the
Securities".
4. Section 6(d) of the Euro Distribution Agreement is hereby amended to
delete the parenthetical clause beginning on the sixth line thereof and to
substitute therefor the following:
"(except for a filing of a Current Report on Form 8-K (x) containing
only information concerning quarterly earnings which has been
announced to the general public or (y) containing solely exhibits
relating to an offering of securities other than the Securities)".
5. Reference is made to the "Statement by the Bundesbank Concerning
Deutsche Mark Issues" dated July 3, 1992 (the "Bundesbank Statement"). The
Company hereby appoints Chase Bank A.G. as "arranger" (according to the meaning
of such term in the Bundesbank Statement) with respect to Securities with
interest, issue price or principal (including redemption) payments payable or
optionally payable in Deutsche Marks (collectively, the "DM Securities"), and
Chase Bank A.G. hereby accepts such appointment. It is agreed that Chase Bank
A.G. will be so
2
<PAGE> 3
designated as arranger with respect to the DM Securities in the Company's
offering documents.
6. Notwithstanding anything to the contrary set out in the Euro
Distribution Agreement, the Company shall not sell DM Securities directly to
investors on its behalf.
7. Chase Bank A.G. represents and warrants to you as of the date hereof,
and as of each Closing Time, each Settlement Date and each Representation Date
related to DM Securities, that Chase Bank A.G. is a "German credit institution"
(as such term is defined in the German Banking Act).
8. DM Securities (a) will have maturities of not less than 2 years from
the date of issuance, (b) will be sold exclusively through credit institutions
domiciled in Germany (except for any DM Securities offered as part of a
syndicated placement, which will be lead managed by a credit institution
domiciled in Germany), and (c) will not be redeemable by the Company or the
holder prior to two years from the initial date of issuance.
9. The Company hereby covenants and agrees to cause the Bank to provide
to the Bundesbank, at the end of each calendar month, information on the
amount, interest rate and other terms of each issue of DM Securities during the
month, and such other information as the Bundesbank may require. The Company
hereby further covenants and agrees that in the event the Bank fails to provide
the Bundesbank with any required information, the Company shall provide the
Bundesbank with such information on its own behalf.
10. The obligation of each Agent from and after the date hereof to
solicit offers to purchase the Securities in its capacity as agent of the
Company will be subject to its receipt from the Company of the certificates,
legal opinions and comfort letter required by Section 6(b), 6(c) and 6(d),
respectively, of the Euro Distribution Agreement and an opinion or opinions of
counsel to the Agents, relating to the incorporation of the Company, the
validity of the Securities, the Indentures, the Registration Statement, the
Prospectus, the Euro Distribution Agreement as amended by this Amendment, and
such other matters as the Agent or Agents receiving such opinion may reasonably
request.
11. The Amendment shall be governed by the laws of the State of New York.
All provisions of the Euro Distribution Agreement not affected hereby
shall continue in full force and effect.
3
<PAGE> 4
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between you and the Company in accordance with its terms.
Very truly yours,
THE CHASE MANHATTAN CORPORATION
By:/s/ Arjun K. Mathrani
Executive Vice President
and Treasurer
CONFIRMED AND ACCEPTED, as of
the date first above written:
MERRILL LYNCH INTERNATIONAL LIMITED
By:/s/ Anne MacKay
CHASE INVESTMENT BANK LIMITED
By:/s/ Lynda P. Smith
CREDIT SUISSE FIRST BOSTON LIMITED
By:/s/ Sharon Holmes
GOLDMAN SACHS INTERNATIONAL LIMITED
By:/s/ Kathryn R. Adams
Attorney-in-fact
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
By:/s/ Matthew Goldberg
4
<PAGE> 5
SALOMON BROTHERS INTERNATIONAL LIMITED
By:/s/ Geoff Alder
CHASE BANK A.G.
By:/s/ W. Bohm
5
<PAGE> 1
EXHIBIT 1.7
U.S. $2,627,525,000
THE CHASE MANHATTAN CORPORATION
Euro Medium-Term Notes, Series B
Due From Nine Months From Date of Issue
AMENDMENT NO. 2 TO
EURO DISTRIBUTION AGREEMENT
August __, 1994
MERRILL LYNCH INTERNATIONAL LIMITED
CHASE INVESTMENT BANK LIMITED
CREDIT SUISSE FIRST BOSTON LIMITED
GOLDMAN SACHS INTERNATIONAL LIMITED
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
(formerly named Lehman Brothers
International Limited)
SALOMON BROTHERS INTERNATIONAL LIMITED
CHASE BANK A.G.
c/o Merrill Lynch International Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
Ladies and Gentlemen:
Reference is made to the Euro Distribution Agreement, dated November 5,
1992 and Amendment No. 1 thereto, dated May 12, 1993 (collectively, the "Euro
Distribution Agreement"), among The Chase Manhattan Corporation, a Delaware
corporation (the "Company"), and each of the above-named agents (each of you
being hereinafter referred to as an "Agent" and collectively as the "Agents",
which term shall include any Additional Agents (as defined in the Euro
Distribution Agreement)).
Capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Euro Distribution Agreement.
The Company hereby confirms its agreement with each of you to the
following, which shall constitute an amendment to the Euro Distribution
Agreement:
1. From and after the date hereof, the term "Registration Statement"
shall mean the registration statement on Form S-3 (File No. 33-______) (such
registration statement also constitutes post-effective amendment no. 1 to
registration statement no. 33-58144 and post effective amendment no. 1 to
<PAGE> 2
registration statement no. 33-51044) relating to the Securities and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended. The Registration Statement was declared
effective by the Commission on __________, 1994.
2. The Amendment shall be governed by the laws of the State of New York.
All provisions of the Euro Distribution Agreement not affected hereby
shall continue in full force and effect.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between you and the Company in accordance with its terms.
Very truly yours,
THE CHASE MANHATTAN CORPORATION
By:____________________________
Name:
Title:
CONFIRMED AND ACCEPTED, as of
the date first above written:
MERRILL LYNCH INTERNATIONAL LIMITED
By:___________________________________
Name:
Title:
CHASE INVESTMENT BANK LIMITED
By:___________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON LIMITED
By:___________________________________
Name:
Title:
2
<PAGE> 3
GOLDMAN SACHS INTERNATIONAL LIMITED
By:___________________________________
Name:
Title:
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
By:___________________________________
Name:
Title:
SALOMON BROTHERS INTERNATIONAL LIMITED
By:___________________________________
Name:
Title:
CHASE BANK A.G.
By:___________________________________
Name:
Title:
3
<PAGE> 1
EXHIBIT 1.8
UNDERWRITING AGREEMENT
_____________________, 199_
THE CHASE MANHATTAN CORPORATION
1 Chase Manhattan Plaza
New York, New York 10081
Dear Sirs:
We, the undersigned (the "Representatives"), are acting on behalf of the
underwriters (including ourselves) named in Exhibit A hereto (such underwriters
being herein called the "Underwriters") and we understand that The Chase
Manhattan Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell shares of its Preferred Stock, . % Series (the "Offered
Stock"). The terms of the Offered Stock are described in the Company's
Registration Statement on Form S-3 (File No. 33- ) and the Basic
Prospectus (as defined in the Standard Provisions hereinafter referred to), as
supplemented by a Prospectus Supplement dated , 199 .
All the provisions (including defined terms) contained in the document
entitled "The Chase Manhattan Corporation Preferred Stock Underwriting
Agreement Standard Provisions (August 1994)" (the "Standard Provisions")
attached hereto are incorporated by reference herein in their entirety and
shall be deemed to be part of this Agreement to the same extent as if such
provisions had been set forth in full herein. Supplementing the provisions of
the second sentence of Paragraph 1(a) of the Standard provisions, the term
"Prospectus" as used in the Standard provisions shall include the Basic
Prospectus together with the Preliminary Prospectus Supplement dated ,
199 and the Basic Prospectus as supplemented by the Prospectus Supplement
dated , 199 , except that for purposes of Paragraph 1(b) of the
Standard Provisions, the term "Prospectus" shall mean the Basic Prospectus as
supplemented by the Prospectus Supplement dated , 199 . The Delivery
Date referred to in Paragraph 4 of the Standard Provisions shall be :00 .M.,
New York City time, on , 199 . Subject to the terms and conditions set
forth or incorporated by reference herein, the Company hereby agrees to sell
and the Underwriters agree to purchase, severally and not jointly, the
respective numbers of shares of the Offered Stock set forth opposite their
names in Exhibit A hereto at a purchase price of $ . per share, plus
accrued dividends, if any, from , 199 .
<PAGE> 2
The Underwriters will offer the Offered Stock for sale upon the terms and
conditions set forth in the Basic Prospectus as supplemented by the Prospectus
Supplement dated , 199 .
The Underwriters will pay for the Offered Stock at the time and place and
in the manner set forth in the Standard Provisions.
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below and returning a signed copy to
the undersigned.
Very truly yours,
By:__________________________
Name:
Title:
Acting on behalf of
themselves and the other
Underwriters named in
Exhibit A hereto
Accepted:
THE CHASE MANHATTAN CORPORATION
By:____________________________
Name:
Title:
<PAGE> 1
EXHIBIT 1.9
THE CHASE MANHATTAN CORPORATION
Preferred Stock
Underwriting Agreement
Standard Provisions
(August 1994)
The Chase Manhattan Corporation, a Delaware corporation (the "Company")
may from time to time enter into one or more underwriting agreements that
provide for the sale of one or more series of its preferred stock without par
value registered under the registration statement referred to in Paragraph 1(a)
hereof (the "Stock"). The Stock will be authorized and issued in one or more
series, which series may vary as to the specific designation, number of shares,
stated value per share, liquidation preference, initial public offering price,
dividend rate or rates (or the method of ascertaining the same), dividend
payment dates, any redemption or sinking fund provisions, any conversion rights
and other specific terms, with all such terms for any particular series being
determined at the time of sale. The standard provisions set forth herein may
be incorporated by reference in any underwriting agreement relating to the
offering of Stock (an "Underwriting Agreement"). An Underwriting Agreement
relating to one or more particular series of Stock, including the provisions
incorporated therein by reference, is herein referred to, with respect to such
series, as "this Agreement". The Stock involved in any such offering is
hereinafter referred to as the "Offered Stock", the firms which agree to
purchase the Offered Stock pursuant to this Agreement are hereinafter referred
to as the "Underwriters" of such Offered Stock and the representatives of the
Underwriters named in this Agreement are hereinafter referred to as the
"Representatives". If no representative or representatives are specified in
the Underwriting Agreement relating to any Offered Stock, the term
"Representatives" as used herein shall, as to such Offered Stock, be deemed to
refer to the Underwriters of such Offered Stock.
1. The Company represents, warrants and agrees that:
(a) A registration statement on Form S-3 with respect to the Stock
has been prepared by the Company in conformity with the requirements of
the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") thereunder, has been filed with the
Commission under the Act and has become effective. As used in this
Agreement, "Registration Statement" means that registration statement as
amended at the date of this Agreement; "Basic Prospectus" means the
prospectus (including all documents incorporated therein by reference)
included in the Registration Statement; and "Prospectus" means the Basic
Prospectus, together with any prospectus amendment or supplement
(including in each case all documents incorporated therein by reference)
specifically relating to the Offered Stock, in the form first filed with
the Commission pursuant to Rule 424 of the Rules and Regulations, which
amendment or
<PAGE> 2
supplement the Company agrees to promptly so file. The Commission has not
issued any order preventing or suspending the use of the Prospectus.
(b) The Registration Statement and the Prospectus (excluding, for
purposes of this Paragraph 1(b), any preliminary or "red herring"
prospectus supplement) contain, and each amendment or supplement to the
Registration Statement or the Prospectus filed with the Commission prior
to the termination of the offering of the Offered Stock (including any
document filed by the Company on or after the date of this Agreement
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the termination of
the offering of the Offered Stock ("Incorporated Document")) will contain,
all statements which are required by the Act and the Rules and Regulations
and the Exchange Act and the rules and regulations of the Commission
thereunder; and the Registration Statement and the Prospectus do not, and
any amendment or supplement to the Registration Statement or the
Prospectus including Incorporated Documents) filed with the Commission
prior to the termination of the offering of the Offered Stock will not
contain 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; provided that the Company makes no
representation or warranty as to information contained in or omitted from
the Registration Statement or the Prospectus, or any amendment or
supplement thereto, in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on
behalf of any Underwriter specifically for inclusion therein.
(c) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, since the respective dates as of which
information is given in the Registration Statement and Prospectus, there
has not been any material transaction not in the ordinary course of
business entered into by the Company or The Chase Manhattan Bank (National
Association) (the "Bank"), any material change in the liabilities or
obligations (direct or contingent) of the Company or the Bank, or any
material adverse change in, or development materially and adversely
affecting, the financial position of the Company or the Bank.
(d) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware
and is duly registered as a bank
2
<PAGE> 3
holding company under the Bank Holding Company Act of 1956; and the Bank
has been duly organized and is in good standing under the laws of the
United States of America.
(e) The Company and the Bank have the authority (corporate and
other) to conduct their respective businesses in all material respects as
described in the Prospectus; and all of the issued and outstanding shares
of capital stock of the Bank have been duly authorized and are validly
issued and outstanding and are owned by the Company free and clear of all
liens, encumbrances, security interests and claims, except for existing or
future restrictions on the disposition or encumbrances by the Company of
the capital stock of the Bank contained in indentures, guarantees or
evidences of indebtedness of the Company.
(f) Except as set forth in or contemplated by the Registration
Statement and the Prospectus, the Company and the Bank hold all material
licenses, certificates, permits and authorizations from governmental
authorities deemed by the Company to be reasonably necessary for the
conduct of their present operations.
(g) The accountants whose reports are incorporated by reference in
the Prospectus are certified public accountants and are independent public
accountants as required by the Act and the Rules and Regulations.
(h) Except as referred to in the Registration Statement and the
Prospectus (including documents incorporated therein by reference), there
is no material litigation or governmental proceeding pending or, to the
knowledge of the Company, threatened against or involving the Company or
the Bank which would be likely to result in any material adverse change in
the financial position of the Company or the Bank.
(i) Neither the Company nor the Bank is in violation of its
certificate of incorporation or Articles of Association, as the case may
be, or by-laws, or in default in the performance of any material
obligation, agreement or condition contained in any bond, debenture, note
or any other evidence of its indebtedness or any related loan agreement,
note purchase agreement or indenture by which the Company or the Bank is
bound. The execution, delivery and performance of this Agreement and the
Additional Agreement (as hereinafter defined), if any, relating to the
Offered Stock, the issuance and sale of the Offered Stock pursuant to this
Agreement and compliance by the Company with the provisions of the
Additional Agreement, if any, and the terms of the Offered Stock will not
conflict with, or constitute a breach of, or a default under, any material
agreement, indenture or other instrument by which the Company or the
Bank is bound, or any
3
<PAGE> 4
applicable law, administrative regulation or court decree, violation of
which would have a material adverse effect on the operations of the
Company or the Bank, or result in the creation or imposition of any
material lien, charge or encumbrance upon any of the property or assets of
the Company or the Bank, and will not result in a violation of the
provisions of the certificate of incorporation or Articles of Association,
as the case may be, or by-laws, of the Company or the Bank. "Additional
Agreement", as used herein with respect to any Offered Stock, shall have
the meaning assigned to such term in the Underwriting Agreement relating
to such Offered Stock, or, if the term "Additional Agreement" shall not be
defined in such Underwriting Agreement, all references herein to the
Additional Agreement shall be deemed to be deleted from this Agreement.
(j) There are no contracts or other documents which are required to
be filed as exhibits to the Registration Statement by the Act or by the
Rules and Regulations or which were required to be filed as exhibits to
any document incorporated by reference in the Prospectus by the Exchange
Act or the rules or regulations thereunder, which have not been filed as
exhibits to the Registration Statement or to such document incorporated by
reference in the Prospectus as permitted by the Rules and Regulations or
the rules and regulations under the Exchange Act, as the case may be.
(k) The Additional Agreement, if any, has been validly authorized
and, prior to the issuance of the Offered Stock, will be duly executed and
delivered by the Company; the shares of Offered Stock, when issued,
delivered and paid for on the Delivery Date (as hereinafter defined), will
be duly authorized, validly issued and outstanding, fully paid and
nonassessable, with no personal liability attaching to the ownership
thereof; none of the shares of Offered Stock will be on the Delivery Date
subject to any lien, claim, encumbrance, preemptive rights or any other
claim of any third party; and the Offered Stock will conform to the
description thereof in the Registration Statement and the Prospectus.
(l) Since the end of its latest fiscal year, the Company has timely
filed all documents and amendments to previously filed documents required
to be filed by it pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act. The documents incorporated by reference in the Prospectus
have been, and each Incorporated Document will be, prepared by the Company
in conformity with the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder and such documents have been, and
in the case of each Incorporated Document will be, timely filed as
required thereby. Copies of each of the documents incorporated by
reference in the
4
<PAGE> 5
Prospectus have been delivered by the Company to the Representatives.
2. The Company shall not be obligated to deliver any Offered Stock except
upon payment for all the Offered Stock to be purchased pursuant to this
Agreement. If any Underwriter defaults in the performance of its obligations
under this Agreement, the remaining non-defaulting Underwriters shall be
obligated to purchase the Offered Stock which the defaulting Underwriter agreed
but failed to purchase in the respective proportions which the number of shares
of Offered Stock set forth in the Underwriting Agreement to be purchased by
each remaining non-defaulting Underwriter bears to the total number of shares
of Offered Stock set forth in the Underwriting Agreement to be purchased by all
the remaining non- defaulting Underwriters; provided that the remaining
non-defaulting Underwriters shall not be obligated to purchase any Offered
Stock if the number of shares of Offered Stock which the defaulting Underwriter
or Underwriters agreed but failed to purchase exceeds 9.09% of the total number
of shares of Offered Stock, and any remaining non-defaulting Underwriter shall
not be obligated to purchase more than 110% of the number of shares of Offered
Stock set forth in the Underwriting Agreement to be purchased by such
Underwriter. If the foregoing maximums are exceeded, the remaining
non-defaulting Underwriters, or those other underwriters satisfactory to the
Representatives who so agree, shall have the right, but shall not be obligated,
to purchase, in such proportions as may be agreed upon among them, all the
Offered Stock. If the remaining Underwriters or other underwriters
satisfactory to the Representatives do not elect to purchase the Offered Stock
which the defaulting Underwriter or Underwriters agreed but failed to purchase,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company, except that the Company will
continue to be liable for the payment of expenses as set forth in Paragraphs
5(j) and 9 hereof.
3. Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company for damages caused by its default. If
other underwriters are obligated or agree to purchase the Offered Stock of a
defaulting or withdrawing Underwriter, either the Representatives or the
Company may postpone the Delivery Date for up to seven full business days in
order to effect any changes that in the opinion of counsel for the Company or
counsel for the Underwriters may be necessary in the Registration Statement,
the Prospectus or in any other document or arrangement.
4. Unless otherwise specified in the Underwriting Agreement relating to
the Offered Stock, delivery of and payment for the Offered Stock shall be made
at the offices of the Company, 1 Chase Manhattan Plaza, New York, New York
10081, at 10:00 A.M., New York City time, on the fifth business day following
the date of this Agreement or at such other date as shall be determined by
agreement
5
<PAGE> 6
between the Representatives and the Company. The date and time of delivery of
and payment for the Offered Stock are sometimes referred to herein as the
"Delivery Date". On the Delivery Date the Company shall deliver the Offered
Stock to the Representatives for the account of each Underwriter against
payment to or upon the order of the Company of the purchase price in New York
Clearing House (next-day) funds. Time shall be of the essence, and delivery at
the time and place specified pursuant to this Agreement is a further condition
of the obligation of each Underwriter hereunder. Unless otherwise specified in
the Underwriting Agreement relating to the Offered Stock, upon delivery the
certificates representing the shares of the Offered Stock shall be in such
denominations and registered in such names as the Representatives shall request
in writing not less than two full business days prior to the Delivery Date.
Unless otherwise specified in the Underwriting Agreement relating to the
Offered Stock, for the purpose of expediting the checking and packaging
thereof, the Company shall make the certificates representing the shares of
each series of the Offered Stock available for inspection by the
Representatives in New York, New York not later than 2:00 P.M., New York City
time, on the business day prior to the Delivery Date.
5. The Company agrees:
(a) To furnish promptly to the Representatives and to counsel for
the Underwriters an executed copy of the Registration Statement and the
Prospectus, including the documents incorporated by reference in the
Prospectus and all consents and exhibits filed therewith;
(b) To furnish the Underwriters with copies of the Prospectus
(including the documents incorporated by reference therein) in such
quantities as the Representatives may reasonably request;
(c) To file promptly all reports and definitive proxy statements or
information statements required to be filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during such period
following the date of this Agreement as a prospectus is required to be
delivered in connection with the offering and sale of the Offered Stock;
(d) To file with the Commission during the period referred to in (c)
above any amendment to the Registration Statement or the Prospectus or any
supplement to the Prospectus that may, in the judgment of the Company or
in the reasonable judgment of the Representatives, be required by the Act
or that may be requested by the Commission and, in each case, approved by
the Representatives and by the Company;
(e) Prior to filing with the Commission during the period referred
to in (c) above (i) any amendment to the
6
<PAGE> 7
Registration Statement or supplement to the Prospectus, or (ii) any
Prospectus relating to the Offered Stock pursuant to Rule 424 of the Rules
and Regulations, or (iii) any Incorporated Document, to furnish a copy
thereof to the Representatives and to counsel for the Underwriters;
(f) To advise the Representatives promptly (i) when any
post-effective amendment to the Registration Statement relating to or
covering the Offered Stock becomes effective, (ii) of any request by the
Commission for an amendment or supplement to the Registration Statement
(insofar as the amendment or supplement relates to or covers the Offered
Stock), to the Prospectus, to any document incorporated by reference in
any of the foregoing or for any additional information relating to the
offering of the Offered Stock, (iii) of the issuance by the Commission of
any stop-order or any order preventing or suspending the use of the
Prospectus or any request by the Commission for the amending or
supplementing of the Registration Statement or the Prospectus or any order
directed to any document incorporated or deemed to be incorporated by
reference in the Prospectus or the initiation of any stop-order proceeding
or any challenge by the Commission to the accuracy or adequacy of any
document incorporated or deemed to be incorporated by reference in the
Prospectus, (iv) of receipt by the Company of any notification with
respect to the suspension of the qualification of the Offered Stock for
sale in any jurisdiction or the initiation of any proceeding for that
purpose; and (v) of the happening of any event which makes untrue any
statement of a material fact made in the Registration Statement or the
Prospectus, or which requires the making of a change in the Registration
Statement or the Prospectus in order to make any material statement
therein not misleading;
(g) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify the Offered Stock for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution of the Offered
Stock; provided, however, that in connection therewith the Company shall
not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction;
(h) To make generally available to its security holders as soon as
practicable, but in any event not later than eighteen months after the
"effective date of the registration statement" (as defined in Rule 158(c)
under the Act), an earning statement of the Company and its subsidiaries
(which
7
<PAGE> 8
need not be audited) complying with Section 11(a) of the Act and Rule 158
thereunder;
(i) If during the period referred to in (c) above the Commission
shall issue a stop-order suspending the effectiveness of the Registration
Statement, to make every reasonable effort to obtain the lifting of that
order at the earliest possible time;
(j) To pay the costs incident to the authorization, issuance, sale
and delivery of the Offered Stock and any taxes payable in that
connection; the costs incident to the preparation, printing and filing
under the Act of the Registration Statement and any amendments,
supplements and exhibits thereto; the costs incident to the preparation,
printing and filing of any document and any amendments and exhibits
thereto required to be filed by the Company under the Exchange Act; the
costs of distributing the Registration Statement as originally filed and
each amendment and post- effective amendment thereof (including exhibits),
any preliminary prospectus, the Prospectus and any documents incorporated
by reference in any of the foregoing documents; the costs of distributing
the terms of the agreement relating to the organization of the
underwriting syndicate to the Underwriters by mail, telex or other means
of communication; the costs of preparing this Agreement; the costs of any
filings with the National Association of Securities Dealers, Inc.; fees
paid to rating agencies in connection with the rating of the Offered
Stock; the fees and expenses of qualifying the Offered Stock under the
securities laws of the several jurisdictions as provided in this Paragraph
and of preparing and printing a Blue Sky Memorandum (including fees of
counsel to the Underwriters not in excess of $10,000); and all other costs
and expenses incident to the performance of the Company's obligations
under this Agreement; provided that, except as provided in this Paragraph
and in Paragraph 9 hereof, the Underwriters shall pay their own costs and
expenses, including the fees and expenses of their counsel, any transfer
taxes on the Offered Stock which they may sell and the expenses of
advertising any offering of the Offered Stock made by the Underwriters; and
(k) During the period prior to the earlier of the Delivery Date and
the date on which any price restrictions on the sale of the Offered Stock
are terminated, not to offer or sell, or to cause any subsidiary to offer
or sell, in the United States, without the prior consent of the
Representatives, any preferred stock which is substantially similar to the
Offered Stock.
6. (a) The Company shall indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter
8
<PAGE> 9
within the meaning of the Act from and against any loss, claim, damage or
liability, joint or several, and any action in respect thereof, to which that
Underwriter or controlling person may become subject, under the Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Prospectus, any
Incorporated Document or the Registration Statement or Prospectus as amended or
supplemented, or arises out of, or is 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 shall reimburse
each Underwriter and each such controlling person for any legal and other
expenses reasonably incurred by that Underwriter or controlling person in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action; provided that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement or
the Prospectus or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to the Company through the
Representatives by or on behalf of any Underwriter specifically for inclusion
therein. The foregoing indemnity agreement is in addition to any liability
which the Company may otherwise have to any Underwriter or any controlling
person of that Underwriter.
(b) Each Underwriter shall indemnify and hold harmless the Company, each
of its directors, each of its officers who signed the Registration Statement
and any person who controls the Company within the meaning of the Act from and
against any loss, claim, damage or liability, joint or several, or any action
in respect thereof, to which the Company or any such director, officer or
controlling person may become subject, under the Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon,
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, the Prospectus or the Registration Statement or
Prospectus as amended or supplemented, or arises out of, or is based upon, the
omission or alleged omission to state therein a material fact required to be
stated or necessary to make the statements therein not misleading, but in each
case only to the extent that the untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company through the Representatives
by or on behalf of that Underwriter specifically for inclusion therein, and
shall reimburse the Company or any such director, officer of controlling person
for any legal and other expenses reasonably incurred by the Company or any such
director, officer or controlling person in investigating or defending or
preparing to defend against any such loss, claim,
9
<PAGE> 10
damage, liability or action. The foregoing indemnity agreement is in addition
to any liability which any Underwriter may otherwise have to the Company or any
of its directors, officers or controlling persons.
(c) Promptly after receipt by an indemnified party under this Paragraph
of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Paragraph, notify the indemnifying party in writing of the
claim or the commencement of that action, provided that the failure to notify
the indemnifying party shall not relieve it from any liability which it may
have to an indemnified party otherwise than under this Paragraph. If any such
claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein, and, to the extent that it wishes, jointly with any
other similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Paragraph for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided that the
representatives shall have the right to employ counsel to represent the
Representatives and those other Underwriters and their respective controlling
persons who may be subject to liability arising out of any claim in respect of
which indemnity may be sought by the Underwriters against the Company under
this Paragraph if, in the reasonable judgment of counsel to the Underwriters,
due to a potential conflict of interest it is advisable for the Representatives
and those Underwriters and controlling persons to be represented by separate
counsel, and in that event the fees and expenses of such separate counsel shall
be paid by the Company; provided, however, that the Company shall not be
obligated to pay the fees and expenses of more than one such separate counsel.
(d) If the indemnification provided for in this Paragraph shall for any
reason be unavailable to an indemnified party under Paragraph 6(a) or 6(b) in
respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to therein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim, damage or liability,
or action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Offered Stock or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate
10
<PAGE> 11
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company on the one hand and the Underwriters on
the other with respect to the statements or omissions which resulted in such
loss, claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other with respect to such
offering shall be deemed to be in the same proportion as the total net proceeds
from the offering of the Offered Stock (before deducting expenses) received by
the Company bear to the total underwriting discounts and commissions received
by the Underwriters with respect to such offering, in each case as set forth in
the table on the cover page of the Prospectus. The relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Underwriters, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contributions
pursuant to this Paragraph 6(d) were to be determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by
any other method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or
action in respect thereof referred to above in this Paragraph, shall be deemed
to include, for purposes of this Paragraph, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Paragraph, no Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the Offered Stock underwritten
by it and distributed to the pubic were offered to the pubic exceeds the amount
of any damages which such Underwriter has otherwise paid or become liable to
pay by reason of any 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 Underwriters'
obligations to contribute as provided in this Paragraph are several in
proportion to their respective underwriting obligations and not joint.
(e) The Underwriters severally hereby confirm that the statements with
respect to the pubic offering of the Offered Stock set forth on the cover page
of the supplement to the Prospectus relating to the Offered Stock, the
statements, if any, with respect to stabilizing the market prices of the
Offered Stock of the Company in such supplement and the statements under the
caption "Underwriting" in such supplement are correct and were furnished in
11
<PAGE> 12
writing to the Company by or on behalf of the Underwriters for inclusion in the
Registration Statement and the Prospectus.
(f) The indemnity and contribution agreements contained in this Paragraph
and the representations, warranties and agreements of the Company in Paragraphs
1 and 5 shall survive the delivery of the Offered Stock and shall remain in
full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.
7. The obligations of the Underwriters under this Agreement may be
terminated by the Representatives, in their absolute discretion, by notice
given to and received by the Company prior to delivery of and payment for any
Offered Stock, if, prior to that time, (a) trading in the Company's Common
Stock on the New York Stock Exchange, Inc. is suspended and such suspension
shall be continuing on the Delivery Date, or (b) trading in securities
generally on the New York Stock Exchange, Inc. is suspended, or minimum prices
are established on that Exchange, or a banking moratorium is declared by either
Federal or New York State authorities, or (c) if there has occurred any
outbreak or escalation of hostilities or other calamity or crisis the effect of
which on the financial markets of the United States is such as to make it, in
the Representatives reasonable judgment, impracticable to market the securities
or enforce contracts for the sale of the Offered Stock, or (d) the rating
assigned by Moody's Investors Service, Inc. or Standard & Poor's Corporation to
any preferred stock of the Company as of the date of any applicable
Underwriting Agreement shall have been lowered since that date or if any such
rating agency shall have publicly announced that it has placed any preferred
stock of the Company on what is commonly termed a "watch list" for possible
downgrading.
8. The respective obligations of the Underwriters under this
Agreement are subject to the accuracy, on the date this Agreement is executed
and on the Delivery Date, of the representations and warranties of the Company
contained herein, to performance by the Company of its obligations hereunder,
and to each of the following additional terms and conditions:
(a) At or before the Delivery Date, no stop-order suspending the
effectiveness of the Registration Statement nor any order directed to any
document incorporated by reference in the Prospectus or to any
Incorporated Document shall have been issued, and prior to that time no
stop-order proceeding shall have been initiated or threatened by the
Commission and no challenge by the Commission shall have been made to the
accuracy or adequacy of any document incorporated by reference in the
Prospectus or to any Incorporated Document; any request of the Commission
for inclusion of additional information in the Registration Statement or
the Prospectus shall have been complied with; and the Company shall not
have filed with the
12
<PAGE> 13
Commission any amendment or supplement to the Registration Statement or
the Prospectus without the consent of the Representatives.
(b) No Underwriter shall have discovered and disclosed to the
Company on or prior to the Delivery Date that the Registration Statement
or the Prospectus or any Incorporated Document or any amendment or
supplement thereto contains an untrue statement of a fact which, in the
opinion of counsel for the Underwriters, is material or omits to state a
fact which, in the opinion of such counsel, is material and is required to
be stated therein or is necessary to make the statements therein not
misleading.
(c) All corporate proceedings and other legal matters incident to
the authorization, form and validity of this Agreement, the Additional
Agreement, if any, and the Offered Stock, and the form of the Registration
Statement and the Prospectus and any Incorporated Document, other than
financial statements and other financial data, and all other legal matters
relating to this Agreement and the transactions contemplated hereby shall
be satisfactory in all respects to counsel for the Underwriters, and the
Company shall have furnished to such counsel all documents and information
that they may reasonably request to enable them to pass upon such
matters.
(d) Robert B. Adams, Senior Vice President and Deputy General
Counsel of the Company, or other counsel satisfactory to the Underwriters
receiving such opinion, shall have furnished to the Representatives his
opinion addressed to the Underwriters and dated the Delivery Date to the
effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, has the authority (corporate and other) to conduct
its business as described in the Prospectus and is duly registered as
a bank holding company under the Bank Holding Company Act of 1956;
(ii) The Bank has been duly organized and is validly existing
under the laws of the United States of America and has the authority
(corporate and other) to conduct operations as a national banking
association and in all material respects to conduct its business as
described in the Prospectus;
(iii) All the outstanding shares of capital stock of the Bank
have been duly authorized and are validly issued and are owned by
the Company, free and clear of any perfected security interest and,
to the knowledge of
13
<PAGE> 14
such counsel, after due inquiry, any other security interests,
except as described in Paragraph 1(e) above;
(iv) This Agreement has been duly executed and delivered by the
Company;
(v) The execution, delivery and performance of the Additional
Agreement, if any, by the Company have been authorized by all
requisite corporate action by the Company, and the Additional
Agreement, if any, has been duly executed and delivered by the
Company;
(vi) The shares of Offered Stock are duly authorized, validly
issued and outstanding, fully paid and nonassessable, with no
personal liability attaching to the ownership thereof;
(vii) The Offered Stock conforms to the description thereof in
the Registration Statement and the Prospectus;
(viii) No approval of any public regulatory body, state or
federal (except under state securities or blue sky statutes, as to
which such counsel need not express an opinion), other than those
approvals that have been obtained, is required for the valid
execution, delivery and performance by the Company of this Agreement;
(ix) The execution, delivery and performance of this Agreement
have been authorized by all requisite corporate action by the Company;
(x) The execution, delivery and performance of this Agreement
and the Additional Agreement, if any, the issuance and sale of the
Offered Stock pursuant to this Agreement and compliance by the
Company with the provisions of the Additional Agreement, if any, and
the terms of the Offered Stock will not result in a material breach
of any of the provisions of, or constitute a material default under,
or result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of the Company
pursuant to the terms of, any agreement or instrument known to such
counsel to which the Company is a party or by which the Company is
bound, and will not result in a violation of the provisions of the
certificate of incorporation or by- laws of the Company, or any
existing applicable law, rule, regulation, judgment, order or decree
of any governmental instrumentality or court having jurisdiction over
the Company or any of its subsidiaries;
(xi) The Registration Statement has become effective under the
Act and, to the best of the knowledge
14
<PAGE> 15
of such counsel, no stop-order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or are pending or are contemplated under
the Act; no order directed to any document incorporated by reference
in the Prospectus or to any Incorporated Document has been issued,
and, to the best of the knowledge of such counsel, no challenge has
been made to the accuracy or adequacy of any such document; the
Registration Statement and the Prospectus (other than the financial
statements and other financial data included therein, as to which no
opinion need be expressed) comply as to form in all material respects
with the requirements of the Act and the applicable rules and
regulations of the Commission under said Act; the documents
incorporated by reference in the Prospectus and the Incorporated
Documents which have been filed prior to the Delivery Date (except
that no opinion need be expressed as to the financial statements and
other financial data contained therein) comply as to form in all
material respects with the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder; nothing has come
to the attention of such counsel that would lead him to believe that
such Registration Statement, at the time it became effective, or if
an amendment to the Registration Statement or an annual report on
Form 10-K has been filed by the Company with the Commission
subsequent to the effectiveness of the Registration Statement, then
at the time of the most recent filing (other than the financial
statements and other financial data included in any thereof, as to
which no opinion need be expressed), 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 nothing has come to the attention of such counsel
that would lead him to believe that such Prospectus, as amended or
supplemented, at the date of the Underwriting Agreement or at the
Delivery Date (other than the financial statements and other
financial data included in any thereof, as to which no opinion need
be expressed), contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading;
(xii) To the best of the knowledge of such counsel, there are
no contracts or other documents required to be filed as exhibits to
the Registration Statement by the Act or by the Rules and
Regulations, or which were required to be filed as exhibits to any
document
15
<PAGE> 16
incorporated by reference in the Prospectus by the Exchange Act or
the rules or regulations of the Commission thereunder, which have not
been so filed or so incorporated by reference as exhibits thereto;
the descriptions in the Registration Statement and Prospectus of the
contracts and other documents therein described and filed with the
Registration Statement are accurate in all material respects and
fairly present the information required to be shown; and to the best
of the knowledge of such counsel there are no legal or governmental
proceedings pending or threatened against the Company or any of its
subsidiaries of a character required to be disclosed in the
Prospectus which have not been adequately disclosed therein; and
(xiii) The statements made in the Prospectus under the captions
"Description of Preferred Stock" and "Description of (Title of
Offered Stock)", insofar as they purport to summarize the provisions
of documents or agreements specifically referred to therein, fairly
present the information called for with respect thereto by Form S-3.
All opinions, letters, evidence and certificates mentioned above or elsewhere
in this Agreement shall be deemed to be in compliance with the provisions
hereof only if they are in form satisfactory to counsel for the Underwriters,
and in substance satisfactory to the Representatives.
(e) The Company shall have furnished to the Representatives on the
Delivery Date a certificate, dated the Delivery Date, of a principal
executive officer of the Company stating that the representations,
warranties and agreements of the Company in Paragraph 1 are true and
correct as of the Delivery Date, that the Company has complied with all
its agreements contained herein, and that the conditions set forth in
Paragraph 8(a) have been fulfilled.
(f) At the time this Agreement is executed and at the Delivery Date,
Price Waterhouse shall have furnished to the Representatives a letter or
letters, dated respectively as of the date this Agreement is executed and
as of the Delivery Date, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants within
the meaning of the Act and the Exchange Act and the respective applicable
rules and regulations of the Commission thereunder, and stating, as of the
date of each such letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Prospectus, as of a date not more than five
business days prior to the date of each such letter), the conclusions
and findings of such firm as to
16
<PAGE> 17
such financial information and other matters as the Representatives shall
reasonably request, and, in the case of the letter dated as of the
Delivery Date, confirming in all material respects the conclusions and
findings set forth in the letter dated as of the date this Agreement
is executed.
9. If the Company shall fail to tender the Offered Stock on the Delivery
Date or if the Underwriters shall for any reason permitted under this Agreement
(other than pursuant to Paragraphs 2 and 7) decline to purchase the Offered
Stock, the sole liability of the Company to the several Underwriters will be to
reimburse the several Underwriters up to a reasonable amount for the fees and
expenses of their counsel and for such other out-of-pocket expenses as shall
have been incurred by them in connection with this Agreement and the proposed
purchase of the Offered Stock, and upon demand the Company will pay the full
amount thereof to the Representatives. The Company will not be obligated to
reimburse the several Underwriters on account of any such expenses if this
Agreement shall be terminated for the reasons set forth in Paragraph 2 or shall
be terminated by the Underwriters pursuant to Paragraph 7.
10. The Company shall be entitled to act and rely upon any request,
consent, notice or agreement given or made by the Representatives. Any notice
by the Company to the Underwriters shall be sufficient if given in writing or
by telegraph addressed to the Representatives at the address furnished to the
Company and any notice by the Underwriters to the Company shall be sufficient
if given by the Representatives in writing or by telegraph addressed to the
Company at 1 Chase Manhattan Plaza, New York, New York 10081, Attention of the
Secretary.
11. This Agreement shall inure to the benefit of and be binding upon the
Underwriters, the Company, and their respective successors. Nothing in this
Agreement is intended or shall be construed to give any person other than the
persons mentioned in the preceding sentence any legal or equitable right,
remedy of claim under or in respect of this Agreement or any provision
contained herein, this Agreement and the terms and provisions hereof being for
the sole benefit of only those mentioned persons; except that (a) the
representations, warranties, indemnities and agreements of the Company
contained in this Agreement shall also be deemed to be for the benefit of the
person or persons, if any, who control any Underwriter within the meaning of
Section 15 of the Act, and (b) the indemnity agreement of the Underwriters
contained in Paragraph 6 of this Agreement shall be deemed to be for the
benefit of directors of the Company, officers of the Company who have signed
the Registration Statement and any person controlling the Company. Nothing in
this Agreement is intended or shall be construed to give any person, other than
the persons referred to in this Paragraph, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision contained
herein.
17
<PAGE> 18
12. For purposes of this Agreement, (a) "business day" means any day on
which the New York Stock Exchange, Inc. is open for trading, and (b)
"subsidiary" has the meaning set forth in Rule 405 of the Rules and
Regulations.
13. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
18
<PAGE> 1
EXHIBIT 4.5
OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE DETERMINED
IN CONFORMITY WITH THE APPLICABLE PROSPECTUS SUPPLEMENT OR
SUPPLEMENTS
----------------------------------------------------------------
THE CHASE MANHATTAN CORPORATION
and
----------------------------------
As Debt Warrant Agent
-------------------
Debt Warrant Agreement
Dated as of __________________________
--------------------------
----------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
ARTICLE I
ISSUANCE, EXECUTION AND COUNTERSIGNATURE
OF DEBT WARRANT CERTIFICATES
<TABLE>
<S> <C> <C>
Section 1.1. Issuance of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2. Form of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3. Execution and Countersignature of Debt
Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.4. Temporary Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.5. Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.6. Definition of Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF DEBT WARRANTS
Section 2.2. Duration of Debt Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.3. Exercise of Debt Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE III
[REGISTRATION], EXCHANGE, TRANSFER
AND SUBSTITUTION OF DEBT WARRANT CERTIFICATES
Section 3.1. [Registration], Exchange and Transfer
of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.2. Mutilated, Destroyed, Lost or Stolen
Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.3. Persons Deemed Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.4. Cancellation of Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE IV
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF DEBT WARRANT CERTIFICATES
Section 4.1. No Rights as Holders of Debt Warrant
Securities Conferred by Debt Warrants
or Debt Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.2. Holder of Debt Warrant Certificate
May Enforce Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
i
<PAGE> 3
ARTICLE V
CONCERNING THE DEBT WARRANT AGENT
<TABLE>
<S> <C> <C>
Section 5.1. Debt Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.2. Conditions of Debt Warrant Agent's
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.3. Resignation, Removal and Appointment
of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 5.4. Compliance With Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VI
MISCELLANEOUS
Section 6.1. Modification, Supplementation or
Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6.2. Consolidations and Mergers of the
Company and Sales, Leases and
Conveyances Permitted Subject to
Certain Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6.3. Rights and Duties of Successor Corporation . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 6.4. Notices and Demands to the Company
and Debt Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.5. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.6. Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.7. Notices to Holders of Debt Warrant
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 6.8. Delivery of Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.9. Obtaining of Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.10. Persons Having Rights Under Debt
Warrant Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.11. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.12. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 6.13. Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
EXHIBIT A
</TABLE>
ii
<PAGE> 4
THIS AGREEMENT, dated as of [______, 19____], between THE
CHASE MANHATTAN CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (the "Company"), and __________________, a
[corporation] [state] [banking association] [national banking association]
organized and existing under the laws of __________________, as Debt Warrant
Agent (herein called the "Debt Warrant Agent").
[WHEREAS, the Company has entered into an Indenture, dated as
of July 1, 1986, as supplemented by a First Supplemental Indenture, dated as of
November 1, 1990, and a Second Supplemental Indenture, dated as of May 1, 1991
(the "Senior Indenture"), with Bankers Trust Company, a corporation organized
and existing under the laws of the State of New York, as trustee (such trustee,
and any successors to such trustee, herein called the "Trustee"), providing
for the issuance from time to time of its unsecured and unsubordinated notes or
other evidences of senior indebtedness, to be issued in one or more Series as
provided in the Indenture;]
[WHEREAS, the Company has entered into an Amended and Restated
Indenture, dated as of September 1, 1993 (the "Indenture") with Chemical Bank,
a national banking institution organized under the laws of the United States of
America, as trustee (such trustee, and any successors to such trustee, herein
called the "Trustee"), providing for the issuance from time to time of its
unsecured and subordinated notes or other evidences of subordinated
indebtedness, to be issued in one or more series as provided in the Indenture.]
WHEREAS, the Company proposes to sell [If Offered Debt
Securities and Debt Warrants -- [title of Debt Securities being offered] (the
"Offered Debt Securities") with] warrant certificates (such warrant
certificates and other warrant certificates issued pursuant to this Agreement
herein called the "Debt Warrant Certificates") evidencing one or more warrants
(the "Debt Warrants" or, individually, a "Debt Warrant") representing the right
to purchase [title of Debt Securities purchasable through exercise of Debt
Warrants] (the "Debt Warrant Securities"); and
WHEREAS, the Company desires the Debt Warrant Agent to act on
behalf of the Company, and the Debt Warrant Agent is willing to so act, in
connection with the issuance, exchange, exercise and replacement of the Debt
Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Debt Warrant Certificates and the terms
and conditions on which they may be issued, exchanged, exercised and replaced;
<PAGE> 5
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE, EXECUTION AND COUNTERSIGNATURE
OF DEBT WARRANT CERTIFICATES
Section 1.1. Issuance of Debt Warrant Certificates. [If Debt
Warrants alone -- Upon issuance, each Debt Warrant Certificate shall evidence
one or more Debt Warrants.] [If Offered Debt Securities and Debt Warrants --
Debt Warrant Certificates shall be [initially] issued in units with the Offered
Debt Securities and shall [not] be separately transferable [before
_____________, 19 __ (the "Detachable Date")]. The Debt Warrant Certificate or
Certificates included in each such unit shall evidence an aggregate of______
Debt Warrants for each $______________ principal amount of Offered Debt
Securities included in such unit.] Each Debt Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase from the Company Debt Warrant Securities in the aggregate principal
amount of $ ________.
Section 1.2. Form of Debt Warrant Certificates. The Debt
Warrant Certificates (including the Form[s] of Exercise [and Assignment] to be
set forth on the reverse thereof) shall be in substantially the form set forth
in Exhibit A hereto with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Agreement, shall be
printed, lithographed or engraved on steel engraved borders (or in any other
manner determined by the officer executing such Debt Warrant Certificates) and
may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which the Debt Warrant Certificates
may be listed or as may, consistently herewith, be determined by the officers
executing such Debt Warrant Certificates, as evidenced by their execution of
the Debt Warrant Certificates.
Section 1.3. Execution and Countersignature of Debt Warrant
Certificates. The Debt Warrant Certificates shall be executed on behalf of the
Company by its [___________________] or any [______________________________],
manually or by facsimile signature, under its corporate seal reproduced thereon
attested to by its Secretary or one of its Assistant Secretaries, either
manually or by facsimile signature. Typographical and other
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minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of the Debt Warrant
Certificate that has been duly executed by the Company and authenticated by the
Debt Warrant Agent.
Debt Warrant Certificates evidencing the right to purchase an
aggregate principal amount not exceeding $____________ of Debt Warrant
Securities (except as provided in Sections 1.4, 2.3(c), 3.1 and 3.2) may be
executed by the Company and delivered to the Debt Warrant Agent upon the
execution of this Debt Warrant Agreement or from time to time thereafter. The
Debt Warrant Agent shall, upon receipt of Debt Warrant Certificates duly
executed on behalf of the Company, authenticate Debt Warrant Certificates
evidencing Debt Warrants representing the right to purchase up to $____________
aggregate principal amount of Debt Warrant Securities and shall deliver such
Debt Warrant Certificates to or upon the order of the Company. Subsequent to
such original issuance of the Debt Warrant Certificates, the Debt Warrant Agent
shall authenticate a Debt Warrant Certificate only if the Debt Warrant
Certificate is issued in exchange or substitution for one or more previously
authenticated Debt Warrant Certificates [If registered Debt Warrants -- or in
connection with their transfer], as hereinafter provided.
Each Debt Warrant Certificate shall be dated the date of its
authentication by the Debt Warrant Agent.
No Debt Warrant Certificate shall be entitled to any benefit
under this Agreement or be valid or obligatory for any purpose, and no Debt
Warrant evidenced thereby shall be exercisable, until such Debt Warrant
Certificate has been authenticated by the manual signature of a duly authorized
representative of the Debt Warrant Agent. Such signature by the Debt Warrant
Agent upon any Debt Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Debt Warrant Certificate
so authenticated has been duly issued hereunder.
In case any officer of the Company who shall have signed the
Debt Warrant Certificate, either manually or by facsimile signature, shall
cease to be such officer before the Debt Warrant Certificate so signed shall
have been countersigned and delivered by the Debt Warrant Agent to the Company
or delivered by the Company, such Debt Warrant Certificate nevertheless may be
countersigned and delivered as though the person who signed such Debt Warrant
Certificate had not ceased to be such officer of the Company; and the Debt
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the
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actual date of execution of such Debt Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this
Agreement any such person was not such an officer.
Section 1.4. Temporary Debt Warrant Certificates. Pending
the preparation of definitive Debt Warrant Certificates, the Company may
execute, and upon the order of the Company the Debt Warrant Agent shall
authenticate and deliver, temporary Debt Warrant Certificates which are
printed, lithographed, typewritten, mimeographed or otherwise produced
substantially of the tenor of the definitive Debt Warrant Certificates in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt Warrant
Certificates may determine, as evidenced by their execution of such Debt
Warrant Certificates.
If temporary Debt Warrant Certificates are issued, the Company
will cause definitive Debt Warrant Certificates to be prepared without
unreasonable delay. After the preparation of definitive Debt Warrant
Certificates, the temporary Debt Warrant Certificates shall be exchangeable for
definitive Debt Warrant Certificates upon surrender of the temporary Debt
Warrant Certificates at the corporate trust office of the Debt Warrant Agent
[or_____________________], without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Debt Warrant Certificates the Company
shall execute and the Debt Warrant Agent shall authenticate and deliver in
exchange therefor definitive Debt Warrant Certificates representing the same
aggregate number of Debt Warrants. Until so exchanged, the temporary Debt
Warrant Certificates shall in all respects be entitled to the same benefits
under this Agreement as definitive Debt Warrant Certificates.
Section 1.5. Payment of Taxes. The Company will pay all
stamp taxes and other duties, if any, to which, under the laws of the United
States of America or any state or political subdivision thereof, this Agreement
or the original issuance of the Debt Warrant Certificates may be subject.
Section 1.6. Definition of Holder. The term "Holder" as used
herein shall mean [If Offered Debt Securities and Debt Warrants which are not
immediately detachable --, prior to the Detachable Date, the [bearer]
[registered owner] of the Offered Debt Security to which such Debt Warrant
Certificate was initially attached, and, after such Detachable Date,] [if
bearer Debt Warrants, the bearer of such Debt Warrant Certificate] [if
registered Debt Warrants, the person in whose name at the time such Debt
Warrant Certificate shall be registered upon the books to be maintained by the
Debt Warrant Agent for that purpose
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pursuant to Section 3.1.] [If Offered Debt Securities and Debt Warrants which
are not immediately detachable -- Prior to the Detachable Date, the Company
will, or will cause the registrar of the Offered Debt Securities to, make
available to the Debt Warrant Agent current information as to Holders of the
Offered Debt Securities.]
ARTICLE II
WARRANT PRICE, DURATION AND EXERCISE OF DEBT WARRANTS
Section 2.1. Warrant Price.(1) During the period from
__________, 19__ through and including ____________, 19 __, each Debt Warrant
shall entitle the Holder thereof, subject to the provisions of this Agreement,
to purchase from the Company the principal amount of Debt Warrant Securities
stated in the Debt Warrant Certificate at the exercise price of __ % of the
principal amount thereof [plus accrued amortization, if any, of the original
issue discount of the Debt Warrant Securities] [plus accrued interest, if any,
from the most recent date from which interest shall have been paid on the Debt
Warrant Securities or, if no interest shall have been paid on the Debt Warrant
Securities, from ___________, 19__].
[In each case, the original issue discount ($__________ for
each $1,000 principal amount of Debt Warrant Securities) will be amortized at
a __% annual rate, computed on a[n] [semi-]annual basis [using a 360-day year
consisting of twelve 30-day months]. Such exercise price of each Debt Warrant
is referred to in this Agreement as the "Exercise Price."
Section 2.2. Duration of Debt Warrants. Any Debt Warrant
evidenced by a Debt Warrant Certificate may be exercised at any time, as
specified herein, on or after [the date thereof] [_________, 19__] and at or
before the close of business on _____ , 19 _ (the "Expiration Date"). Each
Debt Warrant not exercised at or before the close of business on the Expiration
Date shall become void, and all rights of the Holder of the Debt Warrant
Certificate evidencing such Debt Warrant under this Agreement or otherwise
shall cease.
Section 2.3. Exercise of Debt Warrants. (a) During the
period specified in Section 2.2, any whole number of Debt Warrants may be
exercised by surrendering the Warrant Certificate
- --------------------
[FN]
(1) Complete and modify the provisions of this Section as
appropriate to reflect the exact terms of the Debt Warrants
and the Debt Warrant Securities.
[/FN]
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<PAGE> 9
evidencing such Debt Warrants at the place or at the places set forth in the
Debt Warrant Certificate, with the purchase form set forth in the Debt Warrant
Certificate duly executed, accompanied [by payment in full, in lawful money of
the United States of America, [in cash or by certified check or official bank
check in New York Clearing House funds]] [by surrender of the [specified
aggregate amount of identified securities] [by bank wire transfer in
immediately available funds], of the Exercise Price for each Debt Warrant
exercised. The date on which payment in full of the Exercise Price for a Debt
Warrant and the Debt Warrant Certificate, with the purchase form set forth
therein duly executed, are received by the Debt Warrant Agent shall be deemed
to be the date on which such Debt Warrant is exercised. The Debt Warrant Agent
shall deposit all funds received by it as payment for the exercise of Debt
Warrants to the account of the Company maintained with it for such purpose on
the date on which such Debt Warrant is deemed exercised and shall advise the
Company by telephone and in writing, by facsimile transmission or otherwise, at
the end of each day on which such a payment is received of the amount so
deposited to its account. The Debt Warrant Agent shall promptly confirm such
telephonic advice to the Company in writing.
(b) The Debt Warrant Agent shall from time to time, as
promptly as practicable after the exercise of any Debt Warrants in accordance
with the terms and conditions of this Agreement and the Debt Warrant
Certificates, advise the Company and the Trustee of (i) the number of Debt
Warrants so exercised, (ii) the instructions of each Holder of the Debt Warrant
Certificates evidencing such Debt Warrants with respect to delivery of the Debt
Warrant Securities to which such Holder is entitled upon such exercise, and
instructions of such Holder as to delivery of Debt Warrant Certificates
evidencing the balance, if any, of the Debt Warrants remaining after such
exercise, and (iii) such other information as the Company or the Trustee shall
reasonably require.
(c) As soon as practicable after the exercise of any Debt
Warrants the Company shall issue, pursuant to the Indenture, in authorized
denominations, to or upon the order of the Holder of the Debt Warrant
Certificate evidencing such Debt Warrants, the Debt Warrant Security or Debt
Warrant Securities to which such Holder is entitled in [fully registered form
registered in such name or names as may be directed by such Holder] [bearer
form]; and, if fewer than all of the Debt Warrants evidenced by such Warrant
Certificate were exercised the Company shall execute and an authorized officer
of the Debt Warrant Agent shall manually authenticate and deliver to the Holder
a new Debt Warrant Certificate evidencing the number of Debt Warrants remaining
unexercised. [Unless otherwise instructed by the
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Company, Debt Warrant Securities in bearer form shall be delivered to or upon
the order of the Holder of such Debt Warrant Certificate only outside the
United States, its territories and possessions and all areas subject to its
jurisdiction.]
(d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in connection with
any transfer involved in the issue of the Debt Warrant Securities upon the
order of the Holder of the Debt Warrant Certificate evidencing the Debt Warrant
which was exercised; and in the event that any such transfer is involved, the
Company shall not be required to issue or deliver any Debt Warrant Securities
pursuant to Section 2.3(c) until such tax or other charge shall have been paid
or it has been established to the Company's satisfaction that no such tax or
other charge is due.
ARTICLE III
[REGISTRATION], EXCHANGE, TRANSFER
AND SUBSTITUTION OF DEBT WARRANT CERTIFICATES
Section 3.1. [Registration], Exchange and Transfer of Debt
Warrant Certificates. [If Offered Debt Securities and Debt Warrants which are
immediately detachable or if Debt Warrants alone -- The Debt Warrant Agent
shall keep, at its corporate trust office [and at ____________], books in
which, subject to such reasonable regulations as it may prescribe, it shall
register Debt Warrant Certificates and transfers of outstanding Debt Warrant
Certificates].
[If Offered Debt Securities and Debt Warrants which are not
immediately detachable -- Prior to the Detachable Date, a Debt Warrant
Certificate may be exchanged [or transferred] only together with the Offered
Debt Security to which such Debt Warrant Certificate was initially attached,
and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Debt Security. Additionally, on or prior to the
Detachable Date, each [transfer or] exchange of an Offered Debt Security [on
the register of the offered Debt Securities] shall operate also to transfer or
exchange the Debt Warrant Certificate or Certificates to which such Offered
Debt Security was initially attached. After the Detachable Date, upon] [[If
Offered Debt Securities and Debt Warrants which are immediately detachable or
if Debt Warrants alone -- Upon] surrender at the place or places set forth in
Debt Warrant Certificate of Debt Warrant Certificates properly endorsed [or
accompanied by appropriate instruments of transfer and accompanied by written
instructions for [transfer or] exchange,
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<PAGE> 11
all in form reasonably satisfactory to the Company and the Debt Warrant Agent,
such Debt Warrant Certificates may be exchanged for other Debt Warrant
Certificates [If registered Debt Warrants -- or may be transferred in whole or
in part]] [If bearer Debt Warrants -- the Debt Warrant Certificates, and all
rights thereunder, may be exchanged by delivery to the Company and the Debt
Warrant Agent may treat the bearer thereof as the owner for all purposes];
provided that Debt Warrant Certificates issued in exchange for or upon transfer
of surrendered Debt Warrant Certificates shall evidence the same aggregate
number of Debt Warrants as the Debt Warrant Certificates so surrendered. No
service charge shall be made for any exchange [or transfer] of Debt Warrant
Certificates, but the Company may require payment of a sum sufficient to cover
any stamp or other tax or governmental charge that may be imposed in connection
with any such exchange [or transfer]. Whenever any Debt Warrant Certificates
are so surrendered for exchange [or transfer], the Company shall execute and
an authorized officer of the Debt Warrant Agent shall manually countersign and
deliver to the person or persons entitled thereto a Debt Warrant Certificate or
Debt Warrant Certificates as so requested. The Debt Warrant Agent shall not be
required to effect any exchange [or transfer] which would result in the
issuance of a Debt Warrant Certificate evidencing a fraction of a Debt Warrant
or a number of full Debt Warrants and a fraction of a Debt Warrant. All Debt
Warrant Certificates issued upon any exchange [or transfer] of Debt Warrant
Certificates shall evidence the same obligations, and be entitled to the same
benefits under this Agreement, as the Debt Warrant Certificate surrendered for
such exchange [or transfer].
Section 3.2. Mutilated, Destroyed, Lost or Stolen Debt
Warrant Certificates. If any mutilated Debt Warrant Certificate is surrendered
to the Debt Warrant Agent, the Company shall execute and an officer of the Debt
Warrant Agent shall manually countersign and deliver in exchange therefor a new
Debt Warrant Certificate of like tenor representing a like number of
unexercised Debt Warrants and bearing a number not contemporaneously
outstanding.
If there shall be delivered to the Company and the Debt
Warrant Agent (i) evidence to their satisfaction of the destruction, loss or
theft of any Debt Warrant Certificate and of the ownership thereof, (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, and (iii) funds sufficient to cover any cost
or expense to the Company (including any fees charged by the Debt Warrant
Agent) relating to the issuance of a new Debt Warrant Certificate, then, in the
absence of notice to the Company or the Debt Warrant Agent that such Debt
Warrant Certificate has been acquired by a bona fide purchaser, the Company
shall execute and
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<PAGE> 12
upon its request an officer of the Debt Warrant Agent shall manually
countersign and deliver, in lieu of any such destroyed, lost or stolen Warrant
Certificate, a new Debt Warrant Certificate of like tenor representing a like
number of unexercised Debt Warrants and bearing a number not contemporaneously
outstanding.
In case the Debt Warrants evidenced by any such mutilated,
destroyed, lost or stolen Definitive Certificate have been exercised or have
been or are about to be deemed to be exercised, the Company in its discretion
may, instead of issuing a new Definitive Certificate, treat the same as if it
had received written irrevocable notice of exercise in good form in respect
thereof, as provided herein.
Every new Debt Warrant Certificate issued pursuant to this
Section in lieu of any mutilated, destroyed, lost or stolen Debt Warrant
Certificate shall evidence constitute an original additional contractual
obligation of the Company, whether or not the mutilated, destroyed, lost or
stolen Debt Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Debt Warrant Certificates duly issued
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debt Warrant
Certificates.
Section 3.3. Persons Deemed Holders. [If Offered Debt
Securities and Debt Warrants which are not immediately detachable -- Prior to
the Detachable Date, the Company, the Debt Warrant Agent and all other persons
may treat the Holder of any offered Debt Security as the owner of the Debt
Warrant Certificates initially attached thereto for any purpose and as the
person entitled to exercise the rights represented by the Debt Warrants
evidenced by such Debt Warrant Certificates, any notice to the contrary
notwithstanding. After the Detachable Date] [If registered Debt Warrants --
and prior to due presentment of a Debt Warrant Certificate for registration of
transfer or exchange, the] [If Offered Debt Securities and Debt Warrants which
are immediately detachable or Debt Warrants alone -- The] Company, the Debt
Warrant Agent and may treat the Holder as the owner thereof for any purpose and
as the person entitled to exercise the rights represented by the Debt Warrants
evidenced thereby, any notice to the contrary notwithstanding.
Section 3.4. Cancellation of Debt Warrant Certificates. Any
Debt Warrant Certificate surrendered for exchange[, transfer] or exercise of
the Debt Warrants evidenced thereby shall, if surrendered to the Company, be
delivered to the
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Debt Warrant Agent, and [If Debt Warrant Certificates are issued in bearer form
- -- except as provided below,] all Debt Warrant Certificates surrendered or so
delivered to the Debt Warrant Agent shall be promptly cancelled by it and shall
not be reissued and, except as expressly permitted by this Agreement, no Debt
Warrant Certificate shall be issued hereunder in lieu or in exchange thereof.
[If Debt Warrant Certificates are issued in bearer form -- Debt Warrant
Certificates delivered to the Debt Warrant Agent in exchange for Debt Warrant
Certificates of other denominations may be retained by the Debt Warrant Agent
for reissue as authorized hereunder.] The Company may at any time deliver to
the Debt Warrant Agent for cancellation any Debt Warrant Certificates
previously issued hereunder which the Company may have acquired in any manner
whatsoever, and all Debt Warrant Certificates so delivered shall be promptly
cancelled by the Debt Warrant Agent. All cancelled Debt Warrant Certificates
held by the Debt Warrant Agent shall be disposed of as instructed by the
Company, subject to applicable law.
ARTICLE IV
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF DEBT WARRANT CERTIFICATES
Section 4.1. No Rights as Holders of Debt Warrant Securities
Conferred by Debt Warrants or Debt Warrant Certificates. No Debt Warrant
Certificate or Debt Warrants evidenced thereby shall entitle the Holder thereof
to any of the rights of a Holder of the Debt Warrant Securities, including,
without limitation, the right to receive the payment of principal of or
premium, if any) or interest, if any, on the Debt Warrant Securities or to
enforce any of the covenants in the Indenture.
Section 4.2. Holder of Debt Warrant Certificate May Enforce
Rights. Notwithstanding any of the provisions of this Agreement, any Holder of
any Debt Warrant Certificate, without the consent of the Debt Warrant Agent,
the Trustee, the Holder of any Debt Warrant Securities or the Holder of any
other Debt Warrant Certificate, may, in his own behalf and for his own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
the Company suitable to enforce or otherwise in respect of, his right to
exercise the Debt Warrant or Debt Warrants evidenced by his Debt Warrant
Certificate in the manner provided in the Debt Warrant Certificates and in this
Agreement.
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ARTICLE V
CONCERNING THE DEBT WARRANT AGENT
Section 5.1. Debt Warrant Agent. The Company hereby appoints
[______________] as Debt Warrant Agent of the Company in respect of the Debt
Warrants and the Debt Warrant Certificates upon the terms and subject to the
conditions set forth herein and in the Debt Warrant Certificate, and
[_____________] hereby accepts such appointment. The Debt Warrant Agent shall
have the power and authority granted to and conferred upon it in the Debt
Warrant Certificates and hereby and such further powers and authority to act on
behalf of the Company as the Company may hereafter grant to or confer upon it.
All of the terms and provisions with respect to such power and authority
contained in the Debt Warrant Certificates are subject to and governed by the
terms and provisions hereof.
Section 5.2. Conditions of Debt Warrant Agent's Obligations.
The Debt Warrant Agent accepts its obligations herein set forth, upon the terms
and conditions hereof, including the following, to all of which the Company
agrees and to all of which the rights hereunder of the Holders from time to
time of the Debt Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Debt Warrant Agent the compensation to be agreed
upon with the Company for all services rendered by the Debt Warrant
Agent and to reimburse the Debt Warrant Agent for reasonable
out-of-pocket expenses (including reasonable attorney's fees and
expenses) incurred by the Debt Warrant Agent without negligence, bad
faith or breach of this Agreement on its part in connection with the
services rendered hereunder by the Debt Warrant Agent. The Company
also agrees to indemnify the Debt Warrant Agent for, and to hold it
harmless against, any loss, liability or expense incurred without
negligence, bad faith or breach of this Agreement on the part of the
Debt Warrant Agent, arising out of or in connection with its acting as
such Debt Warrant Agent hereunder, including the reasonable costs and
expenses of defending itself against any claim or liability in
connection with the exercise or performance at any time of its powers
or duties hereunder or with respect to the Debt Warrants. The
obligations of the Company under this subsection (a) shall survive the
exercise of the Debt Warrant Certificates and the resignation or
removal of the Debt Warrant Agent.
(b) Agent for the Company. In acting under this Debt Warrant
Agreement and in connection with the Debt Warrant
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Certificates, the Debt Warrant Agent is acting solely as agent of the
Company and does not assume any obligation or relationship of agency
or trust for or with any of the owners or Holders of the Debt Warrant
Certificates.
(c) Counsel. The Debt Warrant Agent may consult with
counsel, which may include counsel for the Company, and the written
advice of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.
(d) Documents. The Debt Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or
omitted by it in reliance upon any Debt Warrant Certificate notice,
direction, consent, certificate, affidavit, statement or other paper
or document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties.
(e) Certain Transactions. The Debt Warrant Agent, any of its
officers, directors and employees, in its individual or any other
capacity, may become the owner of, or acquire any interest in, any
Debt Warrant Certificates, with the same rights that it would have if
it were not such Debt Warrant Agent, officer, director, employee or
other agent, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction
with the Company and may act on, or as depositary, trustee or agent
for, any committee or body of Holders of Debt Warrant Securities or
other obligations of the Company as freely as if it were not such
Debt Warrant Agent, officer, director, employee or other agent.
Nothing in this Debt Warrant Agreement shall be deemed to prevent the
Debt Warrant Agent from acting as Trustee under the Indenture.
(f) No Liability for Interest. The Debt Warrant Agent shall
not be under any liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or
of the Debt Warrant Certificates unless otherwise agreed to in writing
by the Company and the Debt Warrant Agent.
(g) No Liability for Invalidity. The Debt Warrant Agent
shall not incur any liability with respect to the validity of this
Agreement or any of the Debt Warrant Certificates.
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(h) No Responsibility for Representations. The Debt Warrant
Agent shall not be responsible for any of the recitals or
representations contained herein or in the Debt Warrant Certificates
(except as to the Debt Warrant Agent's Certificate of Authentication
thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Debt Warrant Agent shall be
obligated to perform such duties as are herein and in the Debt Warrant
Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Debt Warrant
Certificates against the Debt Warrant Agent. The Debt Warrant Agent
shall not be under any obligation to take any action hereunder which
may tend to involve it in any expense or liability, the payment of
which within a reasonable time is not, in its reasonable opinion,
assured to it. The Debt Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of
the Debt Warrant Certificates authenticated by the Debt Warrant Agent
and delivered by it to the Company pursuant to this Agreement or for
the application by the Company of the proceeds of the Debt Warrant
Certificates or any exercise of the Debt Warrants evidenced thereby.
The Debt Warrant Agent shall have no duty or responsibility in case of
any default by the Company in the performance of its covenants or
agreements contained herein or in the Debt Warrant Certificates or in
the Debt Warrant Securities or in the case of the receipt of any
written demand from a Holder of a Debt Warrant Certificate with
respect to such default, including, without limiting the generality of
the foregoing, any duty or responsibility to initiate or attempt to
initiate any proceeding at law or otherwise or, except as provided in
Section 6.4 hereof, to make any demand upon the Company.
Section 5.3. Resignation, Removal and Appointment of
Successor. (a) The Company agrees, for the benefit of the Holders from time
to time of the Debt Warrant Certificates, that there shall at all times be a
Debt Warrant Agent hereunder until all of the Debt Warrants are no longer
exercisable.
(b) The Debt Warrant Agent may at any time resign as such
agent by giving written notice to the Company of such intention on its part,
specifying the date on which it desires its resignation to become effective;
[provided that, without the consent of the Company, such date shall not be less
than [three months] after the date on which such notice is given] [subject to
the appointment of a successor Debt Warrant Agent and the acceptance of such
appointment by such successor Debt Warrant Agent, as hereinafter provided.]
The Debt Warrant Agent
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hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date on which the Company expects such removal to become effective. Such
resignation or removal shall take effect upon the appointment by the Company of
a successor Debt Warrant Agent (which shall be a bank or trust company
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia and authorized under such laws to
exercise corporate trust powers) by an instrument in writing filed with such
successor Debt Warrant Agent and the acceptance of such appointment by such
successor Debt Warrant Agent pursuant to Section 5.3(d). In the event a
successor Debt Warrant Agent has not been appointed its duties within 90 days
of the Debt Warrant Agent's notice of resignation, the Debt Warrant Agent may
apply to any court of competent jurisdiction for the designation of a successor
Debt Warrant Agent.
(c) In case at any time the Debt Warrant Agent shall resign,
or be removed, or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make
an assignment for the benefit of its creditors or consent to the appointment of
a receiver or custodian of all or any substantial part of its property, or
shall admit in writing its inability to pay or meet its debts as they mature,
or if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any count shall be entered
approving any petition filed by or against it under the provisions of any
applicable bankruptcy or similar law or if any public officer shall have taken
charge or control of the Debt Warrant Agent or of its property or affairs, for
the purpose of rehabilitation, conservation or liquidation, a successor Debt
Warrant Agent qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Debt Warrant Agent. Upon the
appointment as aforesaid of a successor Debt Warrant Agent and acceptance by
the latter of such appointment, the Debt Warrant Agent so superseded shall
cease to be Debt Warrant Agent hereunder.
(d) Any successor Debt Warrant Agent appointed hereunder
shall execute, acknowledge and deliver to its predecessor and to the Company
an instrument accepting such appointment hereunder, and thereupon such
successor Debt Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations of such predecessor with like effect as if originally
named as Debt Warrant Agent hereunder, and such predecessor, upon payment of
its charges and disbursements then unpaid, shall thereupon become obligated to
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transfer, deliver and pay over, and such successor Debt Warrant Agent shall be
entitled to receive all monies, securities and other property on deposit with
or held by such predecessor, as Debt Warrant Agent hereunder.
(e) Any corporation into which the Debt Warrant Agent
hereunder may be merged or converted or any corporation with which the Debt
Warrant Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Debt Warrant Agent shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Debt Warrant Agent, provided that it shall be qualified
as aforesaid, shall be the successor Debt Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.
(f) The Company may designate agencies for the surrender for
exercise of Debt Warrant Certificates at such place or places as the Company
may determine, and the Company shall keep the Debt Warrant Agent advised of the
names and locations of such agencies, if any are so designated. The Debt
Warrant Agent shall arrange directly with such agencies for the delivery of
Debt Warrant Securities upon exercise of Debt Warrant Certificates surrendered
for exercise at such agencies. The Debt Warrant Agent shall be in no way
responsible or accountable for the action or failure to act of any agencies
designated pursuant to this Section 5.3(f).
Section 5.4. Compliance With Applicable Laws. The Debt
Warrant Agent agrees to comply with all applicable federal and state laws in
respect of the services rendered by it under this Agreement and in connection
with the Debt Warrants, including (but not limited to) the provisions of United
States federal income tax laws regarding information reporting and backup
withholding. The Debt Warrant Agent expressly assumes all liability for
failure to comply with such laws, including (but not limited to) any liability
for failure to comply with any applicable provisions of United States federal
income tax laws regarding information reporting and backup withholding. The
Debt Warrant Agent agrees to indemnify the Company for, and hold it harmless
against, any loss, liability or expense incurred by the Company arising from
the negligence, bad faith or breach of this Agreement on the part of the Debt
Warrant Agent, including the reasonable costs and expenses of defending itself
against any claim or liability in connection therewith.
15
<PAGE> 19
ARTICLE VI
MISCELLANEOUS
Section 6.1. Modification, Supplementation or Amendment. (a)
This Agreement may be modified, supplemented or amended by the parties hereto,
without the consent of the Holder of any Debt Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein or in such Debt Warrant Certificate, or
making such provisions in regard to matters or questions arising under this
Agreement as the Company may deem necessary or desirable; provided that such
action shall not adversely affect the interests of the Holders of the Debt
Warrant Certificates in any material respect. The Debt Warrant Agent may, but
shall not be obligated to, enter into any amendment to this Agreement which
affects the Debt Warrant Agent's own rights, duties or immunities under this
Agreement or otherwise.
(b) The Company and the Debt Warrant Agent may modify or
amend this Agreement and the Debt Warrant Certificates, with the consent of the
Holders of not fewer than a majority in number of the then outstanding
unexercised Debt Warrants affected by such modification or amendment, for any
purpose; provided, however, that no such modification or amendment that
increases the Exercise Price or shortens the period of time during which the
Debt Warrants may be exercised, or otherwise materially and adversely affects
the exercise rights of the Holders of Debt Warrant Certificates or reduces the
number of outstanding Debt Warrants the consent of the Holders of which is
required for modification, supplementation or amendment of this Agreement or
the Debt Warrant Certificates, may be made without the consent of each Holder
affected thereby.
Section 6.2. Consolidations and Mergers of the Company and
Sales, Leases and Conveyances Permitted Subject to Certain Conditions. To the
extent permitted in the applicable Indenture, the Company may consolidate with,
or sell, lease or convey all or substantially all of its assets to, or merge
with or into any other corporation or other entity.
Section 6.3. Rights and Duties of Successor Corporation. In
case of any such consolidation, merger, sale, lease or conveyance and upon any
such assumption by the successor corporation or entity, such successor
corporation or entity shall succeed to and be substituted for the Company, with
the same effect as if it had been named herein, and the Company, except in the
event of a lease, shall be relieved of any further obligation under this
Agreement and the Debt Warrants. Such successor or assuming corporation or
entity shall expressly assume, by an
16
<PAGE> 20
amendment to this Agreement, executed and delivered to the Debt Warrant Agent,
in form satisfactory to such Debt Warrant Agent, the due and punctual payment
of any and all amounts payable by the Company pursuant to this Agreement and
the performance of every covenant of this Agreement on the part of the Company
to be performed or observed. Such successor corporation thereupon may cause to
be signed, and may issue either in its own name or in the name of the Company,
any or all of the Debt Warrant Securities issuable pursuant to the terms
hereof. All the Debt Warrant Securities so issued shall in all respects have
the same legal rank and benefit under the applicable Indenture as the Debt
Warrant Securities theretofore or thereafter issued in accordance with the
terms of this Agreement and the applicable Indenture.
In case of any such consolidation, merger, sale, lease or
conveyance, such changes in phraseology and form (but not in substance) may be
made in the Debt Warrant Securities thereafter to be issued as may be
appropriate.
Section 6.4. Notices and Demands to the Company and Debt
Warrant Agent. If the Debt Warrant Agent shall receive any notice or demand
addressed to the Company by the Holder of a Debt Warrant Certificate pursuant
to the provisions of the Debt Warrant Certificates, the Debt Warrant Agent
shall promptly forward such notice or demand to the Company.
Section 6.5. Governing Law. This Agreement and each Debt
Warrant Certificate issued hereunder shall be governed by and construed in
accordance with the laws of the State of New York.
Section 6.6. Addresses. Any communications from the Company
to the Debt Warrant Agent with respect to this Agreement shall be addressed to
[name of Debt Warrant Agent], [address, New York, New York ___________)
(facsimile: [__________]) (telephone: [________]), Attention:________ and any
communications from the Debt Warrant Agent, to the Company with respect to this
Agreement shall be addressed to The Chase Manhattan Corporation, One Chase
Manhattan Plaza, New York, New York 10081 (facsimile: [____________])
(telephone: ____________), Attention: [_________]; (or such other address as
shall be specified in writing by the Debt Warrant Agent or by the Company).
Section 6.7. Notices to Holders of Debt Warrant Certificates.
Any notice to Holders of Debt Warrant Certificates which by any provisions of
this Agreement is required or permitted to be given [If registered Debt
Warrants -- by first class mail postage prepaid at such Holder's address as it
appears on the books of the Debt Warrant Agent [or on the register of the
Offered Debt Securities prior to the Detachable Date]] [If
17
<PAGE> 21
bearer Debt Warrants -- by publication at least once in a daily morning
newspaper in New York City (which, if practicable, shall be The Wall Street
Journal (Eastern Edition) and in London (which, if practicable, shall be the
Financial Times of London)].
Section 6.8. Delivery of Prospectus. The Company will
furnish to the Debt Warrant Agent sufficient copies of a prospectus,
appropriately supplemented, relating to the Debt Warrant Securities (the
"Prospectus"), and the Debt Warrant Agent agrees that, upon the exercise of any
Debt Warrant Certificate, the Debt Warrant Agent will deliver to the person
designated to receive Debt Warrant Securities, prior to or concurrently with
the delivery of such Securities, a Prospectus.
Section 6.9. Obtaining of Governmental Approvals. The
Company will from time to time take all action which may be necessary to obtain
and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
federal and state laws (including, without limitation, the maintenance of the
effectiveness of a registration statement in respect of the Debt Warrant
Securities under the Securities Act of 1933), which may be or become required
in connection with exercise of the Debt Warrant Certificates and the original
issuance and delivery of the Debt Warrant Securities.
Section 6.10. Persons Having Rights Under Debt Warrant
Agreement. Nothing in this Agreement expressed or implied and nothing that may
be inferred from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company, the Debt Warrant Agent and the Holders of the Debt Warrant
Certificates any right, remedy or claim under or by reason of this Agreement or
of any covenant, condition, stipulation, promise or agreement hereof; and all
covenants, conditions, stipulations, promises and agreements in this Agreement
shall be for the sole and exclusive benefit of the Company and the Debt Warrant
Agent and their successors and of the Holders of the Debt Warrant
Certificates.
Section 6.11. Headings. The Article and Section headings
herein and the Table of Contents are for convenience of reference only and
shall not affect the construction hereof.
Section 6.12. Counterparts. This Agreement may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original; but such counterparts shall together constitute but one and the
same instrument.
18
<PAGE> 22
Section 6.13. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Debt Warrant Agent [and at ______________ ] for inspection
by the Holder of any Debt Warrant Certificate. [If bearer Debt Warrants -- the
Debt Warrant Agent may require such Holder to submit his Debt Warrant
Certificate for inspection by it.]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, and their respective corporate seal to be
hereunto affixed and attested, all as of the day and year first above written.
THE CHASE MANHATTAN CORPORATION
By
----------------------------
[SEAL]
Attest:
- ----------------------------------------
[NAME OF DEBT WARRANT AGENT]
By
----------------------------
[SEAL]
Attest:
- ----------------------------------------
[Assistant Secretary]
19
<PAGE> 23
EXHIBIT A
[FORM OF DEBT WARRANT CERTIFICATE]
[Face]
<TABLE>
<S> <C>
Form of Legend if Offered Debt Securities with Debt [Prior to____________, this Debt Warrant
Warrants which are not immediately detachable: Certificate may be [transferred or] exchanged
if and only if the [Title of Offered Debt
Security] to which it was initially attached
is so [transferred or] exchanged.]
Form of Legend if Debt Warrants are not immediately [Prior to _______________, Debt Warrants
exercisable: evidenced by this Debt Warrant Certificate
cannot be exercised.]
</TABLE>
EXERCISABLE ONLY IF AUTHENTICATED BY THE DEBT WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER THE CLOSE OF BUSINESS ON , 19
THE CHASE MANHATTAN CORPORATION
Warrant Certificate representing
Debt Warrants to purchase
[Title of Debt Warrant Securities]
as described herein
___________________________________________
No. _________________________ Debt Warrants
This certifies that [the bearer is the] [__________________ or
registered assigns is the registered] owner of the above indicated number of
Debt Warrants, each Debt Warrant entitling such [bearer [If Offered Debt
Securities and Debt Warrants which are not immediately detachable --, subject
to the bearer qualifying as a "Holder" of this Debt Warrant Certificate, as
hereinafter defined]] [registered owner] to purchase, at any time [after the
close of business on __________, 19__, and] at or before the close of business
on ______________, 19__, $ _________ principal amount of [Title of Debt Warrant
Securities] (the "Debt Warrant Securities") of The Chase
A-1
<PAGE> 24
Manhattan Corporation (the "Company") issued or to be issued under the
Indenture (as hereinafter defined), on the following basis.* [During the period
from _________, 19__ through and including ___________, 19__,] each Debt
Warrant shall entitle the Holder thereof, subject to the provisions hereof, to
purchase from the Company the principal amount of Debt Warrant Securities
stated above in this Debt Warrant Certificate at the exercise price of __ % of
the principal amount thereof [plus accrued amortization, if any, of the
original issue discount of the Debt Warrant Securities] [plus accrued interest,
if any, from the most recent date from which interest shall have been paid on
the Debt Warrant Securities or, if no interest shall have been paid on the Debt
Warrant Securities, from _________ 19__]; [in each case, the original issue
discount ($_________ for each $l,000 principal amount of Debt Warrant
Securities) will be amortized at a __% annual rate, computed on a[n]
[semi-]annual basis[, using a 360-day year consisting of twelve 30-day months]
(the "Exercise Price"). The Holder of this Debt Warrant Certificate may
exercise the Debt Warrants evidenced hereby, in whole or in part, by
surrendering this Debt Warrant Certificate, with the purchase form set forth
hereon duly completed, accompanied [by payment in full, in lawful money of the
United States of America, [in cash or by certified check or official bank check
in New York Clearing House funds]] [by the bank wire transfer in immediately
available funds] [by surrender of the [specified aggregate principal amount of
[identified securities]]], of the Exercise Price for each Debt Warrant
exercised, to the Debt Warrant Agent (as hereinafter defined), at the corporate
trust office of [name of Debt Warrant Agent], or its successor as debt warrant
agent (the "Debt Warrant Agent") [or at _____________,] at the addresses
specified on the reverse hereof and upon compliance with and subject to the
conditions set forth herein and in the Debt Warrant Agreement (as hereinafter
defined). This Debt Warrant Certificate may be exercised only for the purchase
of Debt Warrant Securities in the principal amount of [$1,000] or any integral
multiple thereof.
The term "Holder" as used herein shall mean [If Offered Debt
Securities and Debt Warrants which are not immediately detachable --, prior to
_____________, 19__ (the "Detachable Date"), the [bearer] [registered owner] of
the Company's [title of Offered Debt Securities] (the "Offered Debt Security")
to which such Debt Warrant Certificate was initially attached, and after such
Detachable Date,] [the bearer of such Debt Warrant Certificate] [the person in
whose name at the time such Debt
- --------------------
[FN]
* Complete and modify the following provisions as appropriate to reflect
the terms of the Debt Warrants and the Debt Warrant Securities.
[/FN]
A-2
<PAGE> 25
Warrant Certificate shall be registered upon the books to be maintained by the
Debt Warrant Agent for that purpose pursuant to Section 3.1 of the Debt Warrant
Agreement (as hereinafter defined).]
Any whole number of Debt Warrants evidenced by this Debt
Warrant Certificate may be exercised to purchase Debt Warrant Securities in
registered form. Upon any exercise of fewer than all of the Debt Warrants
evidenced by this Debt Warrant Certificate, there shall be issued to the
[bearer] [registered owner] hereof a new Debt Warrant Certificate evidencing
the number of Debt Warrants remaining unexercised.
This Debt Warrant Certificate is issued under and in
accordance with the Debt Warrant Agreement dated as of ___________, 19__ (the
"Debt Warrant Agreement"), between the Company and the Debt Warrant Agent and
is subject to the terms and provisions contained in the Debt Warrant Agreement,
to all of which terms and provisions the Holder of this Debt Warrant
Certificate consents by acceptance hereof. Copies of the Debt Warrant
Agreement are on file at the above-mentioned office of the Debt Warrant Agent
[and at _____________].
The Debt Warrant Securities to be issued and delivered upon
the exercise of Debt Warrants evidenced by this Debt Warrant Certificate will
be issued under and in accordance with an [Indenture, dated as of July 1, 1986,
as supplemented by a First Supplemental Indenture, dated as of November 1,
1990, and a Second Supplemental Indenture, dated as of May 1, 1991] (the
"Indenture"), as supplemented from time to time, between the Company and
Bankers Trust Company, a corporation organized under the laws of the State of
New York, as trustee] [Amended and Restated Indenture, dated as of September 1,
1993 (the "Indenture"), as supplemented from time to time, between the Company
and Chemical Bank, a national banking institution organized under the laws of
the United States of America, as trustee] (such trustee, and any successors to
such trustee, the "Trustee") and will be subject to the terms and provisions
contained in the Debt Warrant Securities and in the Indenture. Copies of the
Indenture, including the form of the Debt Warrant Securities, are on file at
the corporate trust office of the Trustee [and at ________________].
[If Offered Debt Securities and Debt Warrants which are not
immediately detachable -- Prior to the Detachable Date, this Debt Warrant
Certificate may be exchanged [or transferred] only together with the [title of
Offered Debt Security] (the "Offered Debt Security") to which this Debt Warrant
Certificate was initially attached, and only for the purpose of effecting, or
in conjunction with, an exchange or transfer of such Offered Debt
A-3
<PAGE> 26
Security. Additionally, on or prior to the Detachable Date, each transfer of
such Offered Debt Security [on the register of the Offered Debt Securities]
shall operate also to transfer this Debt Warrant Certificate. After the
Detachable Date, this] [If Offered Debt Securities and Debt Warrants which are
immediately detachable or Debt Warrants alone -- This] Debt Warrant
Certificate, and all rights hereunder, may be transferred [If bearer Debt
Warrants -- by delivery and the Company and the Debt Warrant Agent may treat
the bearer hereof as the owner for all purposes] [If registered Debt Warrants
- -- when surrendered at the address specified on the reverse hereof [or______]
by the registered owner or his assigns, in person by an attorney duly
authorized in writing, in the manner and subject to the limitations provided in
the Debt Warrant Agreement].
[If Offered Debt Securities and Debt Warrants which are not
immediately detachable -- Except as provided in the immediately preceding
paragraph, after] [If Offered Debt Securities and Debt Warrants which are
immediately detachable or Debt Warrants alone -- After] authentication by the
Debt Warrant Agent and prior to the expiration of this Debt Warrant
Certificate, this Debt Warrant Certificate may be exchanged at the address
specified on the reverse hereof [or at ________] for Debt Warrant Certificates
representing the same aggregate number of Debt Warrants.
This Debt Warrant Certificate shall not entitle the [bearer]
[registered owner] hereof to any of the rights of a Holder of the Debt Warrant
Securities, including, without limitation, the right to receive payments of
principal of (and premium, if any) or interest, if any, on the Debt Warrant
Securities or to enforce any of the covenants of the Indenture.
Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
This Debt Warrant Certificate shall not be valid or obligatory
for any purpose until countersigned by the Debt Warrant Agent.
A-4
<PAGE> 27
IN WITNESS WHEREOF, the Company has caused this Debt Warrant
Certificate to be duly executed under its corporate seal.
Dated: __________
THE CHASE MANHATTAN CORPORATION
By
------------------------------
Attest:
- ------------------------------------------
Countersigned:
- ------------------------------------------
As Debt Warrant Agent
By
----------------------------------------
Authorized Signature
A-5
<PAGE> 28
[REVERSE] [FORM OF DEBT WARRANT CERTIFICATE]
(Instructions for Exercise of Debt Warrants)
To exercise any Debt Warrants evidenced hereby, the Holder of
this Debt Warrant Certificate must pay [in cash or by certified check or
official bank check in New York Clearing House funds] [by the bank wire
transfer in immediately available funds] [by the surrender of the [specified
aggregate principal amount of [identified securities]]], the Exercise price in
full for each of the Debt Warrants exercised, to___________________________
_______, Corporate Trust Department ,_____________________________________,
Attn: __________________________ [or ], which payment should specify the
name of the Holder of this Debt Warrant Certificate and the number of Debt
Warrants exercised by such Holder. In addition, the Holder of this Debt
Warrant Certificate should complete the information required below and
present in person or mail by registered mail this Warrant Certificate to the
Debt Warrant Agent at the addresses set forth below.
[FORM OF EXERCISE]
(To be executed upon exercise of Debt Warrants.)
The undersigned hereby irrevocably elects to exercise
__________________ Debt Warrants, represented by this Debt Warrant Certificate,
to purchase $_________ principal amount of the [Title of Debt Warrant
Securities] (the "Debt Warrant Securities") of The Chase Manhattan Corporation
and represents that he has tendered payment for such Debt Warrant Securities
[in cash or by certified check or official bank check in New York Clearing
House funds] [by the bank wire transfer in immediately available funds] [by the
surrender of the [specified aggregate principal amount of [identified
securities]]] to the order of The Chase Manhattan Corporation, c/o:
______________________________ in the amount of $_______________________ in
accordance with the terms hereof. The undersigned requests that said principal
amount of Debt Warrant Securities be in [fully registered] [bearer] form, in
the authorized denominations[, registered in such names] and delivered, all as
specified in accordance with the instructions set forth below.
If said principal amount of Debt Warrant Securities is less
than all of the Debt Warrant Securities purchasable hereunder, the undersigned
requests that a new Debt Warrant Certificate representing the remaining balance
of the Debt Warrants evidenced hereby be issued and delivered to the
undersigned unless otherwise specified in the instructions below.
Dated:
Name:
---------------------------
(please print)
A-6
<PAGE> 29
__________________________________
(Insert Social Security or Other
Identifying Number of Holder) Address
-------------------------
-------------------------
Signature
[If registered Debt Warrant --
(Signature must conform in
all respects to name of
Holder as specified on the
face of this Debt Warrant
Certificate and must bear a
signature guaranteed by a
bank, trust company or member
broker of the New York Stock
Exchange or other national
stock exchange.)]
This Debt Warrant may be exercised at the following addresses:
By hand at
--------------------------
--------------------------
--------------------------
--------------------------
By mail at
--------------------------
--------------------------
--------------------------
--------------------------
(Instructions as to form and delivery of Debt Warrant Securities and/or Debt
Warrant Certificates):
A-7
<PAGE> 30
[FORM OF ASSIGNMENT OF REGISTERED DEBT WARRANT]
(TO BE EXECUTED TO TRANSFER
THE DEBT WARRANT CERTIFICATE)
FOR VALUE RECEIVED __________________ hereby sells, assigns and transfers unto
Please insert social
security or other
identifying number
--------------------
- ------------------------------
(please print name and address
including zip code)
- ---------------------------------------------------------------------------
the right represented by the within Debt Warrant Certificate and does hereby
irrevocably constitute and appoint _________________, Attorney, to transfer
said Debt Warrant Certificate on the books of the Debt Warrant Agent with full
power of substitution.
Dated:
-------------------------------
Signature
(Signature must conform in all
respects to name of Holder as
specified on the face of this Debt
Warrant Certificate and must bear
a signature guaranteed by a bank,
trust company or member broker of
the New York Stock Exchange [or
other relevant stock exchanges])
Signature Guaranteed:
- -----------------------------
A-8
<PAGE> 1
EXHIBIT 4.6
OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS
HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE
APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS
-------------------------------------------------
THE CHASE MANHATTAN CORPORATION
AND
[NAME OF CURRENCY WARRANT AGENT]
AS CURRENCY WARRANT AGENT
------------------------------
CURRENCY WARRANT AGREEMENT
DATED AS OF [______________, 19__]
-------------------------------
[UP TO _______] CURRENCY [PUT/CALL/SPREAD] WARRANTS
EXPIRING [______________, 19__]
-------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS(1)
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I
ISSUANCE, FORM, EXECUTION
DELIVERY AND REGISTRATION OF CURRENCY WARRANTS
SECTION 1.1 Issuance of Currency Warrants;
Book-Entry Procedures; Successor
Depositary; Status of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2 Form, Execution and Delivery of
the Currency Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.3 Currency Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.4 Registration of Transfers and Exchanges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 1.5 Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE II
DURATION AND EXERCISE OF CURRENCY WARRANTS
SECTION 2.1 Duration of Currency Warrants;
Minimum [and Maximum] Exercise
Amounts; Notice of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.2 Exercise and Delivery of Currency Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.3 Automatic Exercise of the Currency Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.4 Covenant of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.5 Return of the Currency Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.6 Return of Moneys Held Unclaimed for Two Years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.7 Designation of Agent for Receipt of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF OWNERS
SECTION 3.1 Owners of Currency Warrants May Enforce Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.2 Consolidation, Merger or Other Disposition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE IV
CANCELLATION OF CURRENCY WARRANTS
SECTION 4.1 Cancellation of Currency Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 4.2 Treatment of Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 4.3 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
- --------------------------------------------
<FN>
(1) The Table of Contents is not a part of the Index Warrant Agreement.
</FN>
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C> <C>
ARTICLE V
CONCERNING THE CURRENCY WARRANT AGENT
SECTION 5.1 Currency Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 5.2 Conditions of Currency Warrant Agent's
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 5.3 Compliance With Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 5.4 Resignation and Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Modification, Supplementation or
Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 6.2 Notices and Demands to the Company
and Currency Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.3 Addresses for Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.4 Notices to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.6 Obtaining of Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.7 Persons Having Rights Under the
Currency Warrant Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.8 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.10 Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
EXHIBIT A - Form of Currency Warrant Certificate
EXHIBIT B - Form of Transfer of Currency Warrant Certificate
EXHIBIT C-1 - Form of Exercise Notice from Depositary
Participant
EXHIBIT C-2 - Form of Exercise Notice from Owner
EXHIBIT C-3 - Form of Notice of Rejection
EXHIBIT C-4 - Form of Confirmation of Exercise
EXHIBIT C-5 - Form of Confirmation of Exercise for Delayed
Exercise Warrants
EXHIBIT D-1 - Form of Depositary Participant Certificate
EXHIBIT D-2 - Form of Owner Certificate
</TABLE>
ii
<PAGE> 4
CURRENCY WARRANT AGREEMENT
THIS AGREEMENT, dated as of [__________________, 19__], between THE CHASE
MANHATTAN CORPORATION, a corporation duly incorporated and existing under the
laws of the State of Delaware (the "Company") and [name of Currency Warrant
Agent], a [banking association] duly incorporated and existing under the laws
of [_____], as Currency Warrant Agent (the "Currency Warrant Agent"),
W I T N E S S E T H T H A T :
WHEREAS, the Company proposes to sell currency warrants (the "Currency
Warrants" or, individually, a "Currency Warrant") representing the right to
receive from the Company the Cash Settlement Value (as defined herein) in [U.S.
dollars] [other currency] of the right to [purchase/sell] [insert Base
Currency] [amount] at a price determined by reference to [U.S. dollars] [other
currency] (the "Reference Currency") and the formula set forth herein; and
WHEREAS, the Company wishes the Currency Warrant Agent to act on behalf of
the Company in connection with the issuance, transfer and exercise of the
Currency Warrants, and wishes to set forth herein, among other things, the
provisions of the Currency Warrants and the terms and conditions under which
they may be issued, transferred, exercised and cancelled;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE, FORM, EXECUTION
DELIVERY AND REGISTRATION OF CURRENCY WARRANTS
SECTION 1.1 Issuance of Currency Warrants; Book-Entry Procedures; Successor
Depositary; Status of Warrants.(a) The Currency Warrants will be issued in
book-entry form and represented by a single global certificate (the "Currency
Warrant Certificate"). Each Currency Warrant shall represent the right,
subject to the provisions contained herein and in the Currency Warrant
Certificate, to receive the Cash Settlement Value (as defined in Section 2.2(f)
hereof) of such Currency Warrant. Such Cash Settlement Value will be payable
only in [U.S. dollars] [other currency]. References herein to [insert
designation of Base Currency] are to the currency of [_______]. In no event
shall any beneficial owner of Currency Warrants (an "Owner") be entitled to
receive any interest on the Cash Settlement Value. A Currency Warrant will not
require or entitle the Owner thereof to sell, deliver, purchase or take
delivery of any [insert designation of Base Currency], nor will the Company be
under any
<PAGE> 5
obligation to, nor will it, purchase or take delivery, or sell or deliver, any
[insert designation of Base Currency]. Owners will not be entitled to receive
definitive certificates evidencing the Currency Warrants; provided, however,
that if the Depositary (as defined in Section 1.1(b)) is at any time unwilling
or unable to continue as Depositary for the Currency Warrants and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue Currency Warrants in definitive form in exchange for the Currency Warrant
Certificate. In addition, the Company may at any time determine not to have
the Currency Warrants represented by a Currency Warrant Certificate and, in
such event, will issue Currency Warrants in definitive form in exchange for the
Currency Warrant Certificate. In either instance, and in accordance with the
provisions of this Agreement, each Owner will be entitled to have a number of
Currency Warrants equivalent to such Owner's beneficial interest in the
Currency Warrant Certificate registered in its name and will be entitled to
physical delivery of such Currency Warrants in definitive form by the
Depositary Participant or Indirect Participant (as defined in Section 1.1(c))
through which such Owner's beneficial interest is reflected. The provisions of
Section 1.5 shall apply only if and when Currency Warrants in definitive form
("Definitive Certificates") are issued hereunder. Unless the context shall
otherwise require, all references in this Agreement to the Currency Warrant
Certificate shall include the Definitive Certificates in the event that
Definitive Certificates are issued.
(b) The Currency Warrant Certificate shall be deposited with the
Depositary or its agent (the term "Depositary", as used herein, initially
refers to [The Depository Trust Company] and includes any successor depository
selected by the Company as provided in Section 1.1(d)) for credit to the
accounts of the Depositary Participants as shown on the records of the
Depositary from time to time.
(c) The Currency Warrant Certificate will be registered in the name of
[a nominee of] the Depositary. [The Company has been informed by the Depositary
that initially its nominee will be ________________.] The Currency Warrant
holdings of Depositary Participants will be recorded on the books of the
Depositary. The holdings of customers of Depositary Participants, including
the holdings of Indirect Participants, will be reflected on the books and
records of such Depositary Participants and will not be known to the Currency
Warrant Agent, the Company or to the Depositary. "Depositary Participants"
include securities brokers and dealers, banks and trust companies, clearing
organizations and certain other organizations which are participants in the
Depositary system and, for purposes of this Agreement, shall also mean
participants in the book-entry system of any successor Depositary. Access to
the Depositary's system is also available to others such as banks, securities
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<PAGE> 6
dealers and trust companies ("Indirect Participants") that clear or maintain a
custodial relationship with a Depositary Participant, either directly or
indirectly. The Currency Warrant holdings of Owners who are customers of
Indirect Participants will be reflected on the books and records of Depositary
Participants in the name of the respective Indirect Participants. The Currency
Warrant Certificate will be held by the Depositary or its agent. Neither the
Company nor the Currency Warrant Agent will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of an Currency Warrant Certificate or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interest.
(d) The Company may from time to time select a new entity to act as
Depositary and, if such selection is made, the Company shall promptly give the
Currency Warrant Agent notice to such effect identifying the new Depositary and
the Currency Warrant Certificate shall be delivered to the Currency Warrant
Agent and shall be transferred to the new Depositary as provided in Section 1.4
as promptly as possible. Appropriate changes may be made in the Currency
Warrant Certificate, the notice of exercise and the related notices delivered
in connection with an exercise of Currency Warrants to reflect the selection of
the new Depositary.
(e) The Currency Warrants will constitute direct, unconditional and
unsecured obligations of the Company and will rank on a parity with the
Company's other existing and future unsecured contractual obligations and with
the Company's existing and future unsecured and unsubordinated debt.
SECTION 1.2 Form, Execution and Delivery of the Currency Warrant
Certificate. The Currency Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A-1 hereto, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement. The Currency Warrant Certificate
may have imprinted or otherwise reproduced thereon such letters, number or
other marks of identification or designation and such legends or endorsements
as the officers of the Company executing the same may approve (execution
thereof to be conclusive evidence of such approval) that are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto, or with any rule or
regulation of any stock exchange on which the Currency Warrants may be listed,
or of the Depositary, or to conform to usage. The Currency Warrant Certificate
shall be signed on behalf of the Company by its [_____________________________]
or any [____________________], manually or by facsimile signature, and its
corporate seal or a facsimile thereof shall be impressed, imprinted or engraved
3
<PAGE> 7
thereon, which shall be attested by its Secretary or any Assistant Secretary,
either manually or by facsimile signature. Typographical and other minor
errors or defects in any such reproduction of the seal or any such signature
shall not affect the validity or enforceability of the Currency Warrant
Certificate that has been duly countersigned and delivered by the Currency
Warrant Agent.
In case any officer of the Company who shall have signed the Currency
Warrant Certificate, either manually or by facsimile signature, shall cease to
be such officer before the Currency Warrant Certificate so signed shall have
been countersigned and delivered by the Currency Warrant Agent to the Company
or delivered by the Company, such Currency Warrant Certificate nevertheless may
be countersigned and delivered as though the person who signed such Currency
Warrant Certificate had not ceased to be such officer of the Company; and the
Currency Warrant Certificate may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Currency Warrant
Certificate, shall be the proper officers of the Company, although at the date
of the execution of this Agreement any such person was not such an officer.
SECTION 1.3 Currency Warrant Certificate. One or more Currency Warrant
Certificates [relating to no more than _____________ Currency Warrants
originally issued] may be executed by the Company and delivered to the Currency
Warrant Agent on or after the date of execution of this Agreement; provided
that only one Currency Warrant Certificate shall be outstanding at any one
time. The Currency Warrant Agent is authorized, upon receipt of a Currency
Warrant Certificate from the Company, duly executed on behalf of the Company,
to countersign such Currency Warrant Certificate. The Currency Warrant
Certificate shall be manually countersigned and dated the date of
countersignature by a duly authorized representative of the Currency Warrant
Agent and shall not be valid for any purpose unless so countersigned. The
Currency Warrant Agent shall countersign and deliver the Currency Warrant
Certificate to or upon the written order of the Company.
The Currency Warrant Certificate may be exchanged for a new Currency
Warrant Certificate to reflect the issuance by the Company of additional
Currency Warrants [; provided, however, that in no event shall the number of
Currency Warrants represented by the Currency Warrant Certificate exceed
___________ originally issued]. To effect such an exchange the Company shall
deliver to the Currency Warrant Agent a new Currency Warrant Certificate duly
executed on behalf of the Company as provided in Section 1.2. The Currency
Warrant Agent shall countersign the new Currency Warrant Certificate as
provided in this Section 1.3 and, upon a written order of the Company, shall
deliver the new Currency Warrant Certificate to
4
<PAGE> 8
the Depositary in exchange for, and upon receipt of, the Currency Warrant
Certificate then held by the Depositary. The Currency Warrant Agent shall
cancel the Currency Warrant Certificate delivered to it by the Depositary and
return the cancelled Currency Warrant Certificate to the Company.
SECTION 1.4 Registration of Transfers and Exchanges. Except as otherwise
provided herein or in the Currency Warrant Certificate, the Currency Warrant
Agent shall from time to time register the transfer of the Currency Warrant
Certificate in the records of the Currency Warrant Agent only to the
Depositary, or to a nominee of the Depositary, upon surrender of such Currency
Warrant Certificate, duly endorsed and accompanied by a written instrument or
instruments of transfer in the form of Exhibit B hereto, duly signed by the
registered Holder thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, such signature to be guaranteed by a bank or
trust company, by a broker or dealer which is a member of the National
Association of Securities Dealers, Inc. or by a member of a U.S. national
securities exchange. Upon any such registration of transfer, the Company shall
execute and the Currency Warrant Agent shall countersign and deliver in the
name of the designated transferee a new Currency Warrant Certificate of like
tenor and representing a like number of unexercised Currency Warrants as
evidenced by the Currency Warrant Certificate at the time of such registration
of transfer.
The Currency Warrant Certificate may be transferred as provided above at
the option of the registered Holder thereof when surrendered to the Currency
Warrant Agent at its office or agency maintained for the purpose of
transferring and exercising the Currency Warrants, which shall be [south of
Chambers Street in the Borough of Manhattan, The City of New York] (the
"Currency Warrant Agent Office"), and which is, on the date of this Agreement,
[_____________, New York, New York ______, Attention: _______], or at the
office of any successor Currency Warrant Agent as provided for in Section 5.4,
for another Currency Warrant Certificate of like tenor and representing a like
number of unexercised Currency Warrants.
SECTION 1.5 Definitive Certificates. Any Definitive Certificates issued
in accordance with Section 1.1(a) shall be in registered form substantially in
the form set forth in Exhibit A-2 hereto, with such appropriate insertions,
omissions, substitutions and other variations as are necessary or desirable for
individual Definitive Certificates, and may represent any integral multiple of
Currency Warrants. The Definitive Certificates may have imprinted or otherwise
reproduced thereon such letters, numbers or other marks of identification or
designation and such legends or endorsements as the officers of the Company
executing the same may approve (execution thereof to be conclusive evidence of
such approval) that are not
5
<PAGE> 9
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto, or
with any rule or regulation of any stock exchange on which the Currency
Warrants may be listed, or of the Depositary, or to conform to usage.
Definitive Certificates shall be signed on behalf of the Company upon the same
conditions, in substantially the same manner and with the same effect as the
Currency Warrant Certificate.
Each Definitive Certificate, when so signed on behalf of the Company,
shall be delivered to the Currency Warrant Agent, which shall manually
countersign and deliver the same to or upon the written order of the Company.
Each Definitive Certificate shall be dated the date of its countersignature.
No Definitive Certificate shall be valid for any purpose, and no Currency
Warrant evidenced thereby shall be exercisable, until such Definitive
Certificate has been countersigned by the manual signature of a duly authorized
representative of the Currency Warrant Agent. Such signature by the Currency
Warrant Agent upon any Definitive Certificate executed by the Company shall be
conclusive evidence that the Definitive Certificate so countersigned has been
duly issued hereunder.
Definitive Certificates delivered in exchange for the Currency Warrant
Certificate shall be registered in such names and addresses (including tax
identification number) and in such denomination as shall be requested in
writing by the Depositary or its nominee in whose name the Currency Warrant
Certificate is registered, upon written certification to the Company and the
Currency Warrant Agent, in a form satisfactory to each of them, of the
applicable beneficial ownership interests in the Currency Warrant Certificate.
The Company shall cause to be kept at an office of the Currency Warrant
Agent in New York City a register (the register maintained in such office and
in any other office or agency maintained by or on behalf of the Company for
such purpose being herein sometimes collectively referred to as the "Currency
Warrant Registrar") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of and transfers of
Definitive Certificates. The Currency Warrant Agent is hereby appointed
"Currency Warrant Register" for the purpose of registering Definitive
Certificates and transfers of Definitive Certificates as herein provided.
For purposes of this Section 1.5, a "Holder of a Definitive Certificate"
at any particular time is the person in whose name such Definitive Certificate
is registered in the Currency Warrant Register at such time.
6
<PAGE> 10
Upon surrender for registration of transfer of any Definitive Certificate at
an office or agency of the Company maintained for such purpose, the Company
shall execute, and the Currency Warrant Agent shall countersign and deliver, in
the name of the designated transferee or transferees, one or more new
Definitive Certificates of like tenor and representing a like number of
unexercised Currency Warrants.
At the option of the Holder of a Definitive Certificate, Definitive
Certificates may be exchanged for other Definitive Certificates of like tenor
and representing a like number of unexercised Currency Warrants, upon surrender
of the Definitive Certificates to be exchanged at such office or agency.
Whenever any Definitive Certificates are so surrendered for exchange, the
Company shall execute, and the Currency Warrant Agent shall countersign and
deliver, the Definitive Certificates which the Holder of a Definitive
Certificate making the exchange is entitled to receive.
All Definitive Certificates issued upon any registration of transfer or
exchange of Definitive Certificates shall be valid obligations of the Company,
evidencing the same obligations of the Company, and entitled to the same
benefits under this Currency Warrant Agreement, as the Definitive Certificates
surrendered upon such registration of transfer or exchange.
Every Definitive Certificate presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Currency
Warrant Agent) be duly endorsed, or be accompanied by a written instrument of
transfer in a form satisfactory to the Company and the Currency Warrant
Registrar duly executed, by the Holder of a Definitive Certificate thereof or
his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or exchange
of Definitive Certificates, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Definitive
Certificates.
In the event that upon any exercise of Currency Warrants evidenced by a
Definitive Certificate the number of Currency Warrants exercised shall be less
than the total number of Currency Warrants evidenced by such Definitive
Certificate, there shall be issued to the Holder thereof or its assignee a new
Definitive Certificate evidencing the number of Currency Warrants not
exercised.
If any mutilated Definitive Certificate is surrendered to the Currency
Warrant Agent, the Company shall execute and the Currency Warrant Agent shall
countersign and deliver in exchange
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<PAGE> 11
therefor a new Definitive Certificate of like tenor representing a like number
of unexercised Currency Warrants and bearing a number not contemporaneously
outstanding.
If there shall be delivered by a Holder of a Definitive Certificate to the
Company and the Currency Warrant Agent (i) evidence to their satisfaction of
the destruction, loss or theft of any Definitive Certificate and of ownership
thereof, (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, and (iii) funds
sufficient to cover any cost or expense to the Company (including any fees
charged by the Currency Warrant Agent) relating to the issuance of a new
Definitive Certificate, then, in the absence of notice to the Company or the
Currency Warrant Agent that such Definitive Certificate has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the
Currency Warrant Agent shall countersign and deliver, in lieu of any such
destroyed, lost or stolen Definitive Certificate, a new Definitive Certificate
of like tenor representing a like number of unexercised Currency Warrants and
bearing a number not contemporaneously outstanding.
In case the Currency Warrants evidenced by any such mutilated, destroyed,
lost or stolen Definitive Certificate have been exercised, or have been or are
about to be deemed to be exercised, the Company in its discretion may, instead
of issuing a new Definitive Certificate, treat the same as if it had received
written irrevocable notice of exercise in good form in respect thereof, as
provided herein.
Every new Definitive Certificate issued pursuant to this Section 1.5 in lieu
of any mutilated, destroyed, lost or stolen Definitive Certificate shall
constitute an original additional contractual obligation of the Company,
whether or not the mutilated, destroyed, lost or stolen Definitive Certificate
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Currency Warrant Agreement equally and proportionately with
any and all other Definitive Certificates duly issued hereunder.
The provisions of this Section 1.5 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Definitive Certificates.
Prior to due presentment of a Definitive Certificate for registration of
transfer, the Company, the Currency Warrant Agent and any agent of the Company
or the Currency Warrant Agent may treat the person in whose name such
Definitive Certificate is registered as the owner of such Definitive
Certificate for all purposes hereunder whatsoever, whether or not such
Definitive Certificate be exercised or deemed to be exercised and neither
8
<PAGE> 12
the Company, the Currency Warrant Agent nor any agent of the Company or the
Currency Warrant Agent shall be affected by notice to the contrary.
All Definitive Certificates surrendered for exercise, registration of
transfer or exchange shall, if surrendered to any person other than the
Currency Warrant Agent, be delivered to the Currency Warrant Agent and shall be
promptly cancelled by it and shall not be reissued. The Company may at any
time deliver to the Currency Warrant Agent for cancellation any Definitive
Certificates previously countersigned and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Definitive Certificates so
delivered shall be promptly cancelled by the Currency Warrant Agent. No
Definitive Certificates shall be countersigned in lieu of or in exchange for
any Definitive Certificate cancelled as provided in this Section 1.5, except as
expressly permitted by this Currency Warrant Agreement. All cancelled
Definitive Certificates held by the Currency Warrant Agent shall be disposed of
as directed by the Company.
ARTICLE II
DURATION AND EXERCISE OF CURRENCY WARRANTS
SECTION 2.1 Duration of Currency Warrants; Minimum [and Maximum] Exercise
Amounts; Notice of Exercise. (a) Subject to the limitations described herein,
each Currency Warrant evidenced by the Currency Warrant Certificate or
Definitive Certificates may be irrevocably exercised in whole but not in part
[on any New York Business Day from the date of issuance until [1:30 P.M.], New
York City time,] on (i) [the date upon which the right to exercise the Currency
Warrants expires or, if such date is not a New York Business Day (as defined in
Section 2.1(c) below), on the next succeeding New York Business Day]
[___________ __, 199_] (the "Expiration Date") or (ii) the date of automatic
exercise as provided in Section 2.3. [There is no exercise price payable by
any Owner in connection with the exercise of an Currency Warrant.] [The
exercise price for each Currency Warrant is [$_____] and shall be payable by
the Owner of such Currency Warrant in [U.S. dollars] [other currency] (the
"Exercise Price")]. Each Currency Warrant may be exercised by (a) transfer of
the related Currency Warrants on the records of the Depositary free to the
Currency Warrant Agent Depositary Participant Account (entitled [______]), or
such other account of the Currency Warrant Agent at the Depositary as the
Currency Warrant Agent shall specify (the "Currency Warrant Account"), in the
case of Currency Warrants represented by the Currency Warrant Certificate, or
surrender of the Definitive Certificate or Certificates to the Currency Warrant
Agent at the Currency Warrant Agent's Office, in the case of Currency Warrants
represented by Definitive Certificates, (b) except in the case of
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<PAGE> 13
automatic exercise or cancellation, delivery of written notice (an "Exercise
Notice") to the Currency Warrant Agent from a Depositary Participant acting on
behalf of the Owner of such Currency Warrant, in the event that the Currency
Warrants are represented by the Currency Warrant Certificate, or from the
Owner, in the event that the Currency Warrants are represented by Definitive
Certificates; provided, however, that Exercise Notices are subject to rejection
by the Currency Warrant Agent as provided herein [and (c) the payment in full
to the Currency Warrant Agent of the Exercise Price [[in U.S. dollars] [other
currency] [in cash or by certified or official bank check in New York Clearing
House funds] [by bank wire transfer in immediately available funds]] payable to
the account of the Company].
(b) Not fewer than the minimum number [or more than the maximum number] of
Currency Warrants as set forth in the Currency Warrant Certificate or
Definitive Certificate, as the case may be, may be exercised by or on behalf of
any one Owner at any one time, except that no such minimum [or maximum]
exercise amount shall apply in the case of exercise (or deemed exercise) on the
Expiration Date. The Exercise Notice, which shall be irrevocable, shall be in
substantially the form set forth in Exhibit C-1 hereto in the case that the
Currency Warrants are represented by the Currency Warrant Certificate, and in
substantially the form set forth in Exhibit C-2 hereto in the case that the
Currency Warrants are represented by Definitive Certificates, and shall be sent
to the Currency Warrant Agent in writing (which shall include facsimile
transmissions, followed promptly by an executed original, but the date and time
of receipt of such transmission shall be the effective date and time of such
notice) at its address as set forth in such Exercise Notice or at such other
address as the Currency Warrant Agent may specify from time to time. An
irrevocable Exercise Notice may be conditioned as set forth in Section 2.2(a),
but shall otherwise be unconditional.
(c) As used herein, "New York Business Day" means any day other than a
Saturday, Sunday, legal holiday or other day on which the [New York Stock
Exchange], [American Stock Exchange] or [relevant options and futures exchanges
on which the underlying securities trade] is not open for securities trading or
banking institutions generally in The City of New York are authorized or
required by law or executive order to close. Except as provided in Section
2.2(b), the Currency Warrant Agent and the Company shall be entitled to rely
conclusively on any Exercise Notice received by them with no duty of inquiry by
either of them.
SECTION 2.2 Exercise and Delivery of Currency Warrants. (a) Except in
the case of automatic exercise as provided in Section 2.3, and subject to
Sections 2.2(b)(i) and 2.2(e), the exercise date (the "Exercise Date") for a
Currency Warrant shall be [(i) if the Currency Warrant Agent receives
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<PAGE> 14
delivery of such Currency Warrant [, the Exercise Price] and an Exercise Notice
in good order at or prior to [1:30 P.M.], New York City time on a New York
Business Day, then such New York Business Day and (ii) otherwise the New York
Business Day next succeeding the day on which the Currency Warrant Agent
receives such Currency Warrant [, such Exercise Price] and such Exercise
Notice] [_____________ __, 199_]. Any Exercise Notice received after [1:30
P.M.], New York City time, on the Expiration Date shall be void and of no
effect and shall be deemed not to have been delivered or made, as the case may
be. The provisions of Section 2.3 shall apply to any Currency Warrants to
which such late delivery of an Exercise Notice applied. The "Designated
Exercise Date" for a Currency Warrant is the date that, but for Section 2.2(e),
would be the Exercise Date for such Currency Warrant. [Notwithstanding
anything in this Agreement to the contrary, if a Depositary Participant (or
Owner in the event Definitive Certificates are issued) has specified in its
irrevocable Exercise Notice that such Exercise Notice is conditional (a
"Conditional Exercise Notice"), then such Conditional Exercise Notice shall be
void and of no effect (and shall be disregarded for all purposes of this
Agreement) if [the Spot Rate (as defined in Section 2.2(f)) on the Valuation
Date (as defined below) (such Spot Rate, the "Reference Rate") is more than
[____________ ] [above](1) [below](2) the Spot Rate currency on the Designated
Exercise Date (or if such Designated Exercise Date is not a Currency Country
Business Day (as defined above), on the immediately preceding Currency Country
Business Day)]. As used in this Section 2.2, the "Valuation Date" for a
Currency Warrant shall be the Currency Country Business Day next succeeding the
New York Business Day on which the Currency Warrant Agent has received (i)
delivery of such Currency Warrant [on the records of the Depository free to the
Currency Warrant Account] [at the place or places set forth in the Currency
Warrant Certificate] [, accompanied by payment in good form of the Exercise
Price] and (ii) an Exercise Notice for such Currency Warrant in good order in
the form of Exhibit [C-1] [C-2] to the Currency Warrant Agreement, at or prior
to [1:30 P.M.] New York City time, and if the Currency Warrant Agent shall
receive such delivery of such Exercise Notice after [1:30 P.M.], New York City
time, on such date, the "Valuation Date" shall be the next Currency Country
Business Day following the New York Business Day following the New York
Business Day on which the Currency Warrant Agent received such Currency Warrant
and such Exercise Notice. In such event, the Currency Warrants delivered to
the Currency Warrant Agent with such Conditional Exercise Notice shall be
redelivered free through the facilities of the Depositary to the account of
such Depositary Participant (or returned to the
- --------------------------------------------
[FN]
(1) In case of Currency Put Warrants.
(2) In the case of Currency Put Warrants.
[/FN]
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<PAGE> 15
appropriate Owner by first class mail at the expense of the Company in the
event that Definitive Certificates are issued) together with a notice of
rejection substantially in the form set forth in Exhibit C-3 hereto.] As
used herein, "Currency Country Business Day" means any day other than (i) a
Saturday, Sunday, legal holiday or other day on which banking institutions
generally in [name of Currency country] are authorized or required by law or
executive order to close or (ii) a day on which the [names of relevant stock
exchanges] are not open for business.
(b) Following receipt of the Currency Warrants[, the
Exercise Price] and the Exercise Notice related to such Currency Warrants, the
Currency Warrant Agent shall:
[(i) deposit all funds received by it as payment for the
exercise of Currency Warrants to the account of the Company
maintained with it for such purpose on the date on which such
Currency Warrant is deemed exercised [(unless otherwise instructed
in writing by the Company)], advise the Company by telephone and in
writing, by facsimile transmission or otherwise, at the end of each
day on which such payment is received of the amount so deposited to
its account.]
(ii) promptly determine whether the Definitive Certificate is
in proper form, in the case of Currency Warrants represented by a
Definitive Certificate, [whether the Exercise Price has been paid in
full in proper form] and whether the Exercise Notice has been duly
completed and is in proper form and, in the case of Currency
Warrants represented by the Currency Warrant Certificate, promptly
verify that the entity that executed such notice is listed as a
Depositary Participant in the most recent published edition of the
Depositary's Eligible Corporate Securities Book (or comparable
publication of a successor Depositary) and, if such entity is not
listed therein, the Currency Warrant Agent shall make reasonable
efforts to obtain telephonic verification from the Depositary's
[Planning] Department (telephone no. (or comparable department of a
successor Depositary) that such entity is a Depositary Participant.
If the Currency Warrant Agent is unable through the above-described
procedures to verify that such entity is a Depositary Participant
or, in any case, if the Currency Warrant Agent determines that the
Exercise Notice has not been duly completed or is not in proper
form, that the Definitive Certificate is not in proper form, [or
that the Exercise Price has not been paid in full in proper form,]
the Currency Warrant Agent shall reject the Exercise Notice and
shall send to the entity that executed such notice (or in the event
Definitive Certificates have been issued, to the Owner), a notice of
rejection substantially
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<PAGE> 16
in the form set forth in Exhibit C-3 hereto and redeliver the
Currency Warrants to which such rejected Exercise Notice relates
free through the facilities of the Depositary to the account from
which they were transferred (or in the event Definitive Certificates
have been issued, to the Owner) [and redeliver any payment of the
Exercise Price which accompanied such rejected Exercise Notice free
through the facilities of the Depositary to the account from which
such payment was transferred (or in the event Definitive
Certificates have been issued, to the Owner)];
(iii) notify the Company by 5:00 P.M., New York City time, on
the New York Business Day such Exercise Notice is received (or
deemed to have been received) of the number of Currency Warrants in
respect of which Exercise Notices, not rejected pursuant to clause
(ii) above, were received (or deemed to have been received) at or
prior to [1:30 P.M.], New York City time, on such date and the
number of Conditional Exercise Notices (and the number of Currency
Warrants to which such Conditional Exercise Notices relate);
(iv) before 5:00 P.M., New York City time, on the first
Currency Country Business Day following the Designated Exercise Date
for such Currency Warrants (or, if such Currency Country Business
Day is not a New York Business Day, on the next succeeding New York
Business Day), (x) after obtaining the Reference Rate (as defined in
Section 2.2(a)), determine whether any Conditional Exercise Notices
have become void pursuant to Section 2.2(a), and if so, promptly
notify the Company and send notice in the form of Exhibit C-3 hereto
to the appropriate Depositary Participant or Owner, as the case may
be, and (y) determine the aggregate number of Currency Warrants
covered by Exercise Notices that have not become void pursuant to
Section 2.2(a) or been rejected pursuant to Section 2.2(b)(i) (the
"Tendered Currency Warrants");
(v) by 5:00 P.M., New York City time, on the first Currency
Country Business Day following the Designated Exercise Date for the
Tendered Currency Warrants (or the New York Business Day immediately
succeeding such Currency Country Business Day if such Currency
Country Business Day is not a New York Business Day) covered by such
Exercise Notice determine pursuant to Section 2.2(e) the number of
such Tendered Currency Warrants for which the Designated Exercise
Date shall be the Exercise Date (such Tendered Currency Warrants,
"Exercised Currency Warrants");
(vi) by 5:00 P.M., New York City time, on the Valuation Date
(or the New York Business Day immediately succeeding the Valuation
Date if the Valuation Date is not a New York Business Day) (x)
obtain the Spot Rate (as defined
13
<PAGE> 17
in Section 2.2(f)) [and the exchange rate] to be used to determine
the Cash Settlement Value, in each case, applicable to such
Exercised Currency Warrants, (y) calculate and advise the Company of
the aggregate Cash Settlement Value with respect to such Exercised
Currency Warrants and (z) send notice of confirmation of exercise in
the form set forth in Exhibit C-4 hereto (or, if applicable, Exhibit
C-5 hereto) to such Depositary Participant (or in the event
Definitive Certificates have been issued, to the Owners); and
(vii) promptly deliver a copy of such Exercise Notices to the
Company and advise the Company of such other matters relating to any
of the Currency Warrants covered thereby, whether or not they
constitute Tendered Currency Warrants or Exercised Currency
Warrants, as the Company shall reasonably request. Any notice to be
given to the Company by the Currency Warrant Agent pursuant to this
Section 2.2 or Section 2.3 shall be by telephone (promptly confirmed
in writing) or telecopy (receipt to be promptly confirmed by
telephone). Any notice to be given to any Spot Rate Reference Bank
(as defined in Section 2.2(e)) pursuant to this Section 2.2 or
Section 2.3 shall be by facsimile transmission to the address of
such Spot Rate Reference Bank set forth in Section 6.3.
(c) With respect to all Currency Warrants duly exercised or
deemed exercised on a date, the Company shall make available to the Currency
Warrant Agent, on or before [1:30 P.M.] New York City time, on the fifth New
York Business Day following the Valuation Date for the relevant Currency
Warrants (or, if such Valuation Date is not a New York Business Day, on the
sixth New York Business Day after such Valuation Date) (the "Settlement Date")
funds in an amount equal to, and for the payment of, the aggregate Cash
Settlement Value of such Exercised Currency Warrants. Provided that the
Company has made adequate funds available to the Currency Warrant Agent in a
timely manner, which shall, in no event, be later than [1:30 P.M.], New York
City time, the Currency Warrant Agent will make payment available in the form
of a check [or bank wire transfer if the payment is greater than $________] (i)
in the case of exercise of Currency Warrants represented by the Currency
Warrant Certificate, to the appropriate Depositary Participant after [1:30
P.M.], New York City time, but prior to the close of business, on such
Settlement Date, such payment to be in the amount of the Cash Settlement Value
in respect of the Exercised Currency Warrants exercised by such Depositary
Participant and (ii) in the case of exercise of Currency Warrants represented
by Definitive Certificates, to the appropriate Owner after [1:30 P.M.], New
York City time, but prior to the close of business, on such Settlement Date,
such payment to be in the amount of the Cash Settlement Value of the Exercised
Currency Warrants exercised by such Owner. In the case
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<PAGE> 18
of payments by the Currency Warrant Agent to a Depositary Participant, such
Depositary Participant shall be responsible for crediting the Cash Settlement
Value of such Currency Warrants to the appropriate Owner.
(d) The Currency Warrant Agent promptly shall cause its
records, which may be kept electronically, to be marked to reflect the
reduction in the number of Currency Warrants represented by the Currency
Warrant Certificates or Definitive Certificates, as the case may be, by the
number of such Currency Warrants (i) for which it has received Exercise Notices
in proper form, (ii) that were delivered to the Currency Warrant Account, in
the case of Currency Warrants represented by the Index Warrant Certificate, or
that were surrendered to the Index Warrant Agent in the case of Index Warrants
represented by Definitive Certificates and (iii) for which payment has been
made as provided in Section 2.2(c) promptly after such delivery and payment.
(e) In the event that the aggregate number of Tendered
Currency Warrants with respect to any single Designated Exercise Date (as
determined by the Currency Warrant Agent pursuant to Section 2.2(b)(iii) shall
equal or exceed [_____] (such number, the "Maximum Exercisable Number"), the
provisions of this Section 2.2(e) shall apply to the exercise of such Currency
Warrants.
(i) The Company may, at its sole option, notify the Currency
Warrant Agent in writing (including by facsimile transmission) not
later than [_______], New York City time, on the first Currency
Country Business Day following such Designated Exercise Date (or, if
such Currency Country Business Day is not a New York Business Day,
on the next succeeding New York Business Day) to the effect that the
Company has elected to exercise its option under this Section 2.2(e)
to limit the number of Currency Warrants for which the Exercise Date
will occur on such Designated Exercise Date to a number (the
"Elected Maximum Number") not smaller than the Maximum Exercisable
Number. If the Currency Warrant Agent shall not have received such
notice by such time, none of the following provisions in this
Sections 2.2(e) shall apply to such Tendered Currency Warrants, such
Designated Exercise Date shall be the Exercise Date for such
Tendered Currency Warrants and all of such Tendered Currency
Warrants shall be deemed to be "Exercised Currency Warrants" for
purposes of Section 2.2(b).
(ii) If the Currency Warrant Agent shall have received the
notice contemplated by clause (i) above by the time specified in
such clause (i), then prior to 5:00 P.M., New York City time, on the
first Currency Country Business Day following such Designated
Exercise Date (or, if such
15
<PAGE> 19
Currency Country Business Day is not a New York Business Day, on the
next succeeding New York Business Day), the Currency Warrant Agent
shall select [by lot or such other method as the Warrant Agent deems
appropriate] from all such Tendered Currency Warrants, subject to
clause (iii) below, Tendered Currency Warrants for which the
Exercise Date will occur on such Designated Exercise Date in an
aggregate amount equal to the Elected Maximum Number. Only the
Tendered Currency Warrants so selected shall be deemed to be
"Exercised Currency Warrants" for purposes of Section 2.2(b). The
Tendered Warrants not so selected are referred to herein as "Delayed
Exercise Currency Warrants" and shall be subject to exercise as
provided in clause (iii) below.
(iii) For purposes of this Section 2.2, each Delayed Exercise
Currency Warrant shall be deemed to have a new Designated Exercise
Date on the New York Business Day next succeeding the original
Designated Exercise Date, and this Section 2.2 shall apply as if one
or more Exercise Notices with respect to the Delayed Exercise
Currency Warrants had been received by the Currency Warrant Agent
prior to [1:30 P.M.], New York City time, on such New York Business
Day (except that (x) any Delayed Exercise Currency Warrant with
respect to which any such deemed Designated Exercise Date is on or
after the [_____] New York Business Day preceding the Expiration
Date will be subject to Automatic Exercise as provided in Section
2.3, (y) the Reference Rate for any Delayed Exercise Currency
Warrant covered by a Conditional Exercise Notice shall in any event
be determined by reference to the original Designated Exercise Date
therefor (of, if applicable, the first Currency Country Business Day
preceding such original Designated Exercise Date) and (z) the notice
of confirmation of exercise with respect to Delayed Exercise
Currency Warrants given by the Currency Warrant Agent pursuant to
Section 2.2(b)(v) shall be in the form set forth in Exhibit C-5
hereto); provided, however, that, other than in the case of an
Automatic Exercise, in the event that the aggregate number of such
Delayed Exercise Currency Warrants, together with any additional
Tendered Currency Warrants for which the Designated Exercise Date is
such New York Business Day, shall again exceed the Maximum
Exercisable Number, the provisions of this Section 2.2(e) shall
apply, mutatis mutandis, to the exercise of such Delayed Exercise
Currency Warrants and such additional Tendered Currency Warrants;
and provided, further, however, that such Delayed Exercise Currency
Warrants shall in any event be given priority over such additional
Tendered Currency Warrants in the selection pursuant to clause (ii)
above, and among such Delayed Exercise Currency Warrants, priority
in such selections shall be given to Currency Warrants in the order
of their original Designated Exercise Dates, with Currency Warrants
having the same original
16
<PAGE> 20
Designated Exercise Date being selected by lot as described in
Section 2.2(e)(ii) above.
(iv) In connection with any issuance by the Company of
additional Currency Warrants under this Agreement, the Company has
the right, but is not obligated, to increase the Maximum Exercisable
Number.
(f) For the purposes of this Currency Warrant Agreement:
Except as provided in Section 2.3, "Cash Settlement Value" of an
Exercised Currency Warrant is an amount stated in [U.S. dollars] [other
currency] which is the greater of (i) zero and (ii) the amount computed by
subtracting [from (a constant, e.g., 50)](3) [(a constant, e.g., 50) from](4)
an amount equal to [such a constant] multiplied by a fraction, the numerator of
which is [insert a pre-established amount of Base Currency per [[U.S. dollar]
[other currency]] (the "Strike Price") and the denominator of which is the Spot
Rate on the Designated Exercise date. The "Spot Rate" on such Designated
Exercise Date shall mean the offered spot rate of [insert Base Currency] per
[U.S. dollar] [other currency] as quoted by [________________] (the "Spot Rate
Reference Bank") at 10:00 A.M., New York City time, on such date or, if such
bank is not quoting such rate at such time, the rate quoted by such other
leading bank in the foreign exchange markets as may be selected by the Company
in good faith and notified to the Currency Warrant Agent. The offered spot
rate of any applicable currency shall be calculated to four (4) decimal
places.]
[The exchange rate (or manner of calculating such rate) for
conversion of the [Strike Price], [the Exercise Price] and the [Spot Rate] into
U.S. dollars shall be [______] [set forth such rate or manner of calculating
such rate] and shall be obtained by the Currency Warrant Agent. "U.S.
dollars", "U.S.$" or "$" are references to the currency of the United States of
America. "[Currency]" [ or "_______" are references to the currency of [name
of other country]).(5)
SECTION 2.3 Automatic Exercise of the Currency Warrants. (a) All
Currency Warrants with respect to which (i) there has been no proper delivery
to the Currency Warrant Account, in the case of Currency Warrants represented
by the Currency Warrant Certificate, or which have not been surrendered
- --------------------------------------------------
[FN]
(3) In case of Currency Call Warrants.
(4) In the case of Currency Call Warrants.
(5) In case of Index Put Warrants or Index Call Warrants.
[/FN]
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<PAGE> 21
to the Currency Warrant Agent, in the case of Currency Warrants represented by
Definitive Certificates, or no valid Exercise Notice has been received by the
Currency Warrant Agent at or prior to [1:30 P.M.], New York City time, on the
Expiration Date for such Currency Warrants, (ii) the Exercise Date for which
has been postponed pursuant to Section 2.2(e) to a date on or after the New
York Business Day preceding the Expiration Date or (iii) there has been no
proper exercise on the New York Business Day on which the Currency Warrants are
permanently delisted or suspended from the [name of U.S. national securities
exchange] and, at or prior to such delisting or suspension, the Currency
Warrants have not been listed on another U.S. national securities exchange or
quoted through a self-regulatory organization (a "Self Regulatory
Organization") in the United States which operates pursuant to rules and
regulations of a self-regulatory organization that are filed with the
Securities and Exchange Commission (the "Commission") pursuant to Section 19(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), will
be deemed automatically exercised on such Expiration Date without any
requirement of notice of exercise to the Currency Warrant Agent. By 5:00 P.M.,
New York City time, on the Expiration Date, the Currency Warrant Agent shall
advise the Company of the number of unexercised Currency Warrants outstanding
after [1:30 P.M.], New York City time, on such day. The Valuation Date for
such Currency Warrants shall be the first Currency Country Business Day
following such Expiration Date.
(b) On the Valuation Date for the Currency Warrants (or, if
such Valuation Date is not a New York Business Day, on the next succeeding New
York Business Day), the Currency Warrant Agent shall (i) determine the Cash
Settlement Value (in the manner provided in Section 2.2(f)) of the Currency
Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M.,
New York City time, on such Valuation Date (or, if such Valuation Date is not a
New York Business Day, on the next succeeding New York Business Day) of the
Cash Settlement Value with respect to such Currency Warrants and (iii) advise
the Company of such other matters relating to the automatically exercised
Currency Warrants as the Company shall reasonably request. [Following the
Expiration Date, the Depositary shall deliver to the Currency Warrant Agent one
or more certificates from the appropriate Depositary Participant in the form of
Exhibit D-1 attached hereto, dated no earlier than the Expiration Date,
executed by such Depositary Participant, setting forth the total number of
automatically exercised Currency Warrants. In the event that the Currency
Warrants automatically exercised are represented by Definitive Certificates,
the appropriate Owner will deliver to the Currency Warrant Agent (x) the
Definitive Warrant Certificates to be automatically exercised and (y) a
certificate in the form of Exhibit D-2 hereto, dated no earlier than the
Expiration Date setting forth the number of Currency Warrants automatically
exercised. On the Expiration Date all the Currency
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<PAGE> 22
Warrants will be cancelled and will represent only a right to receive [(i)] the
Cash Settlement Value [(ii) minus the Exercise Price].
(c) Provided that the Company has made adequate funds
available to the Currency Warrant Agent in a timely manner which shall, in no
event, be later than [1:30 P.M.], New York City time, on the fifth New York
Business Day following the Valuation Date for such automatically exercised
Currency Warrants (or if such Valuation Date is not a New York Business Day, on
the sixth New York Business Day after such Valuation Date), the Currency
Warrant Agent will make payment available in the form of a check [or a bank
wire transfer if the payment is greater than $___________] (i) in the event
that the automatically exercised Currency Warrants are represented by the
Currency Warrant Certificate, to the Depositary, after [1:30 P.M.], New York
City time, but prior to the close of business, on the fifth New York Business
Day following the Valuation Date for such automatically exercised Currency
Warrants (or if such Valuation Date is not a New York Business Day, on the
sixth New York Business Day after such Valuation Date), such check to be in the
amount of [(i)] the aggregate Cash Settlement Value [(ii) minus the Exercise
Price] in respect of Currency Warrants that have been automatically exercised
and transferred to the Currency Warrant Account, and (ii) in the event that the
automatically exercised Currency Warrants are represented by Definitive
Certificates, to the appropriate Owner, after [1:30 P.M.], New York City time,
but prior to the close of business, on the fifth New York Business Day
following the Valuation Date for such automatically exercised Currency Warrants
(or if such Valuation Date is not a New York Business Day, on the sixth New
York Business Day after such Valuation Date), such check in the amount of [(i)]
the Cash Settlement Value [(ii) minus the Exercise Price] of the automatically
exercised Currency Warrants delivered to the Currency Warrant Agent by such
Owner; provided, however, that the Currency Warrant Agent shall withhold
payment of [(i)] the Cash Settlement Value [(ii) minus the Exercise Price] with
respect to any Currency Warrants for which the Currency Warrant Agent has not
received [(i)] the related Currency Warrants through transfer of such Currency
Warrants to the Currency Warrant Account, in the case of Currency Warrants
represented by the Currency Warrant Certificate, or through delivery of the
Definitive Certificates, in the case of Currency Warrants represented by
Definitive Certificates. If pursuant to the immediately preceding sentence the
Currency Warrant Agent has not withheld payment with respect to any Currency
Warrants, the Currency Warrant Agent shall promptly cancel the Currency Warrant
Certificate representing the Currency Warrants automatically exercised pursuant
to this Section and deliver it to the Company. If the Currency Warrant Agent
has withheld payment of the [(i)] Cash Settlement Value [(ii) minus the
Exercise Price] with respect to any Currency Warrants, the Currency Warrant
Agent shall act as a successor
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<PAGE> 23
Depositary and cancel the Currency Warrant Certificate and deliver it to the
Company only upon [receipt of Certificates in the form of Exhibit D-1 to this
Agreement from the appropriate Depositary Participants with respect to all of
the Currency Warrants then evidenced by the Currency Warrant Certificate and]
payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise
Price] withheld. The Currency Warrant Agent's sole responsibility as successor
Depositary with respect to the Unexercised Currency Warrants shall be to pay
the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such
Currency Warrants upon receipt of [(i)] the related Currency Warrants [and (ii)
certificates in the form of Exhibits C-1 and C-2 to this Agreement from the
appropriate Depositary Participants and Owners, respectively].
SECTION 2.4 Covenant of the Company. The Company covenants,
for the benefit of the Owners, that (i) it will cause the Currency Warrants to
be listed on [name of U.S. national securities exchange] and (ii) until the
Expiration Date, it will not seek the delisting of the Currency Warrants from,
or permanent suspension of their trading on, [name of U.S. national securities
exchange] unless prior to such delisting or suspension the Currency Warrants
shall have been listed, and shall be trading, on another U.S. national
securities exchange or shall be quoted through a Self-Regulatory Organization.
SECTION 2.5 Return of the Currency Warrant Certificate. At
such time as all of the Currency Warrants have been exercised, deemed
automatically exercised or otherwise cancelled, the Currency Warrant Agent
shall return the cancelled Currency Warrant Certificate to the Company.
SECTION 2.6 Return of Moneys Held Unclaimed for Two Years. Any
moneys deposited with or paid to the Currency Warrant Agent for the payment of
the Cash Settlement Value of any Currency Warrants and not applied but
remaining unclaimed for two years after the date upon which such Cash
Settlement Value shall have become due and payable, shall be repaid by the
Currency Warrant Agent to the Company, and the Owner of such Currency Warrants
shall thereafter look only to the Company for any payment which such Owner may
be entitled to collect and all liability of the Currency Warrant Agent with
respect to such moneys shall thereupon cease; provided, however, that the
Currency Warrant Agent, before making any such repayment, may at the expense of
the Company notify the Owners concerned that said moneys have not been so
applied and remain unclaimed and that after a date named therein any unclaimed
balance of said moneys then remaining will be returned to the Company.
SECTION 2.7 Designation of Agent for Receipt of Notice. The
Company may from time to time designate in writing to the Currency Warrant
Agent a designee for receipt of all
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<PAGE> 24
notices to be given by the Currency Warrant Agent pursuant to this Article II
and all such notices thereafter shall be given in the manner herein provided by
the Currency Warrant Agent to such designee and each such notice shall be as
effective as if given directly to the Company.
ARTICLE III
OTHER PROVISIONS RELATING TO
RIGHTS OF OWNERS
SECTION 3.1 Owners of Currency Warrants May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any Owner, without the
consent of the Currency Warrant Agent, may, in and for his own behalf and for
his own benefit, enforce and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, or otherwise in respect of,
his right to exercise and to receive payment for his Currency Warrants as
provided in the Currency Warrant Certificate and in this Agreement.
SECTION 3.2 Consolidation, Merger or Other Disposition. If at
any time the Company shall consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as an
entirety to another person, then in any such event the successor or assuming
corporation or entity shall succeed to and be substituted for the Company, with
the same effect as if it had been named as the Company herein and in the
Currency Warrants; the Company, except in the event of a lease, shall thereupon
be relieved of any further obligation hereunder or under the Currency Warrants,
and, in the event of any such consolidation, merger, conveyance, transfer or
lease, the Company as the predecessor corporation may thereupon or at any time
thereafter be dissolved, wound up or liquidated. Such successor or assuming
corporation shall expressly assume, by an amendment to this Agreement, executed
and delivered to the Currency Warrant Agent, in form satisfactory to such
Currency Warrant Agent, the due and punctual payment of any and all amounts
payable by the Company pursuant to this Agreement and the performance of every
covenant of this Agreement on the part of the Company to be performed or
observed. Such successor or assuming corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, a
new Currency Warrant Certificate representing the Currency Warrants not
theretofore exercised, in exchange and substitution for the Currency Warrant
Certificate theretofore issued. Such Currency Warrant Certificate shall in all
respects have the same legal rank and benefit under this Agreement as the
Currency Warrant Certificate theretofore issued in accordance with the terms of
this Agreement as though such new Currency Warrant Certificate had been issued
at the date of the execution hereof. In any case of any such consolidation,
merger, conveyance, transfer or lease
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<PAGE> 25
of substantially all of the assets of the Company, such changes in phraseology
and form (but not in substance) may be made in the new Currency Warrant
Certificates as may be appropriate.
The Currency Warrant Agent may receive a written opinion of
legal counsel as conclusive evidence that any such consolidation, merger,
conveyance, transfer or lease of substantially all of the assets of the Company
complies with the provisions of this Section 3.2.
ARTICLE IV
CANCELLATION OF CURRENCY WARRANTS
SECTION 4.1 Cancellation of Currency Warrants. In the event
the Company shall purchase or otherwise acquire Currency Warrants, such
Currency Warrants may, at the option of the Company, be surrendered free
through a Depositary Participant for credit to the account of the Currency
Warrant Agent maintained at the Depositary, and if so credited, the Currency
Warrant Agent shall promptly note the cancellation of such Currency Warrants by
notation on the records of the Currency Warrant Agent. Such Currency Warrants
may also, at the option of the Company, be resold by the Company directly to or
through any of its affiliates in lieu of being surrendered to the Depositary.
No Definitive Certificate shall be countersigned in lieu of or in exchange for
any Currency Warrant which is cancelled as provided herein, except as otherwise
expressly permitted by this Agreement.
SECTION 4.2 Treatment of Owners. The Company, the Currency
Warrant Agent and any agent of the Company or the Currency Warrant Agent may
deem and treat the person in whose name a Currency Warrant Certificate shall be
registered in the records of the Currency Warrant Agent as the Owners of all
right, title and interest in such Currency Warrant Certificate (notwithstanding
any notation of ownership or other writing thereon) for any purpose and as the
person entitled to exercise the rights represented by the Currency Warrants
evidenced thereby, and neither the Company nor the Currency Warrant Agent, nor
any agent of the Company or the Currency Warrant Agent shall be affected by any
notice to the contrary, except that the Currency Warrant Agent and the Company
shall be entitled to rely on and act pursuant to instructions of Depositary
Participants as contemplated by Article II of this Agreement. This Section 4.2
shall be without prejudice to the rights of Owners as described elsewhere
herein.
SECTION 4.3 Payment of Taxes. The Company will pay all
documentary stamp taxes attributable to the initial issuance of Currency
Warrants; provided, however, that the Company shall not be required to pay any
tax or other governmental charge which
22
<PAGE> 26
may be payable in respect of any transfer involving any beneficial or record
interest in or ownership interest of any Currency Warrants.
ARTICLE V
CONCERNING THE CURRENCY WARRANT AGENT
SECTION 5.1 Currency Warrant Agent. The Company hereby
appoints [__________________] as Currency Warrant Agent of the Company in
respect of the Currency Warrants and the Currency Warrant Certificate upon the
terms and subject to the conditions set forth herein and in the Currency
Warrant Certificate; and [_______________] hereby accepts such appointment.
The Currency Warrant Agent shall have the powers and authority granted to and
conferred upon it in the Currency Warrant Certificate and hereby and such
further powers and authority acceptable to it to act on behalf of the Company
as the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Currency
Warrant Certificate are subject to and governed by the terms and provisions
hereof.
SECTION 5.2 Conditions of Currency Warrant Agent's Obligations.
The Currency Warrant Agent accepts its obligations herein set forth upon the
terms and conditions hereof and of the Currency Warrant Certificate, including
the following, to all of which the Company agrees and to all of which the
rights hereunder of the Owners from time to time of the Currency Warrants shall
be subject:
(a) The Company agrees promptly to pay the Currency Warrant
Agent the compensation to be agreed upon with the Company for all
services rendered by the Currency Warrant Agent and to reimburse the
Currency Warrant Agent for its reasonable out-of-pocket expenses
(including reasonable attorneys' fees and expenses) incurred by the
Currency Warrant Agent without negligence, bad faith or breach of
this Agreement on its part in connection with the services rendered
by it hereunder. The Company also agrees to indemnify the Currency
Warrant Agent for, and to hold it harmless against, any loss,
liability or expense (including reasonable attorneys' fees and
expenses) incurred without negligence, bad faith or breach of this
Agreement on the part of the Currency Warrant Agent, arising out of
or in connection with its acting as such Currency Warrant Agent
hereunder or with respect to the Currency Warrants, as well as the
reasonable costs and expenses of defending against any claim of
liability in connection with the exercise or performance at any time
of its powers or duties hereunder or with respect to the Currency
Warrants. The obligations of the Company under this subsection (a)
shall survive the
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<PAGE> 27
exercise of the Currency Warrant Certificates and the resignation or
removal of the Currency Warrant Agent.
(b) In acting under this Currency Warrant Agreement and in
connection with the Currency Warrants, the Currency Warrant Agent is
acting solely as agent of the Company and does not assume any
obligation or relationship of agency or trust for or with any of the
Owners or the registered Holder of the Currency Warrant Certificate.
(c) The Currency Warrant Agent may consult with counsel
satisfactory to it, which may include counsel for the Company, and
the written opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance
with the opinion of such counsel.
(d) The Currency Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted
or thing suffered by it in reliance upon any Currency Warrant
Certificate, notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.
(e) The Currency Warrant Agent, and its officers, directors
and employees, may become the Owner of, or acquire any interest in,
any Currency Warrants or other obligations of the Company, with the
same rights that it or they would have if it were not such Currency
Warrant Agent, officer, director or employee, and, to the extent
permitted by applicable law, it or they may engage or be interested
in any financial or other transaction with the Company and may act
on, or as depository, trustee or agent for, any committee or body of
Owners of Currency Warrants or other obligations of the Company as
freely as if it were not such Currency Warrant Agent, officer,
director or employee hereunder.
(f) The Currency Warrant Agent shall not be under any
liability for interest on any moneys at any time received by it
pursuant to any of the provisions of this Agreement or of the
Currency Warrant Certificate.
(g) The Currency Warrant Agent shall not be under any
responsibility with respect to the validity or sufficiency of this
Agreement or the execution and delivery hereof (except the due
execution and delivery hereof by the Currency Warrant Agent) or with
respect to the validity or execution of the Currency Warrant
Certificate (except its countersignature thereof).
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<PAGE> 28
(h) The recitals contained herein and in the Currency
Warrant Certificate (except as to the Currency Warrant Agent's
countersignature thereon) shall be taken as the statements of the
Company and Currency Warrant Agent assumes no responsibility for the
correctness of the same.
(i) The Currency Warrant Agent shall be obligated to perform
only such duties as are herein and in the Currency Warrant
Certificate specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Currency
Warrant Certificate against the Currency Warrant Agent. The
Currency Warrant Agent shall not be under any obligation to take any
action hereunder likely to involve it in any expense or liability,
the payment of which is not, in its reasonable opinion, assured to
it. The Currency Warrant Agent shall not be accountable or under
any duty or responsibility for the use by the Company of the
Currency Warrant Certificate countersigned by the Currency Warrant
Agent and delivered by it to the Company pursuant to this Agreement
or for the application by the Company of any proceeds of the
Currency Warrant Certificates. The Currency Warrant Agent shall
have no duty or responsibility in case of any default by the Company
in the performance of its covenants or agreements contained herein
or in the Currency Warrant Certificate or in the case of the receipt
of any written demand from an Owner of a Currency Warrant with
respect to such default, except as provided in Section 6.2 hereof,
including, without limiting the generality of the foregoing, any
duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or to make any demand upon the
Company.
(j) Unless specifically provided herein or in theCurrency
Warrant Certificate, any order, certificate,notice, request,
direction, or other communication from the Company made or given by
the Company under any provision ofthis Agreement shall be sufficient
if signed by its [____________] or any [____________________].
SECTION 5.3 Compliance With Applicable Laws. The Currency
Warrant Agent agrees to comply with all applicable federal and state laws in
respect of the services rendered by it under this Agreement and in connection
with the Currency Warrants, including (but not limited to) the provisions of
United States federal income tax laws regarding information reporting and
backup withholding. The Currency Warrant Agent expressly assumes all liability
for failure to comply with such laws, including (but not limited to) any
liability for failure to comply with any applicable provisions of United States
federal income tax laws regarding information reporting and backup withholding.
25
<PAGE> 29
SECTION 5.4 Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the Owners from time to time of the Currency
Warrants, that there shall at all times be an Currency Warrant Agent hereunder
until all the Currency Warrants are not longer exercisable.
(b) The Currency Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective,
subject to the appointment of a successor Currency Warrant Agent and acceptance
of such appointment by such successor Currency Warrant Agent, as hereinafter
provided. The Currency Warrant Agent hereunder may be removed at any time by
the filing with it of an instrument in writing signed by or on behalf of the
Company and specifying such removal and the date when it shall become
effective. Such resignation or removal shall take effect upon the appointment
by the Company, as hereinafter provided, of a successor Currency Warrant Agent
(which shall be a banking institution organized under the laws of the United
States of America, or one of the states thereof or the District of Columbia,
having an office or an agent's office [south of Chambers Street] in the Borough
of Manhattan, The City of New York and authorized under such laws to exercise
corporate trust powers) by an instrument in writing filed with such successor
Currency Warrant Agent and the acceptance of such appointment by such successor
Currency Warrant Agent. In the event a successor Currency Warrant Agent has
not been appointed and has not accepted its duties within 90 days of the
Currency Warrant Agent's notice of resignation, the Currency Warrant Agent may
apply to any court of competent jurisdiction for the designation of a successor
Currency Warrant Agent.
(c) In case at any time the Currency Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or make an assignment for the benefit of its creditors
or consent to the appointment of a receiver or custodian of all or any
substantial part of its property, or shall admit in writing its inability to
pay or meet its debts as they mature, or if a receiver or custodian of it or
all or any substantial part of its property shall be appointed, or if an order
of any court shall be entered approving any petition filed by or against it
under the provisions of any applicable bankruptcy or similar law, or if any
public officer shall have taken charge or control of the Currency Warrant Agent
or of its property or affairs, for the purpose of rehabilitation, conversation
or liquidation, a successor Currency Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Currency Warrant Agent. Upon the appointment as aforesaid of a
successor Currency Warrant Agent and acceptance by the latter of such
appointment, the Currency Warrant Agent so superseded shall cease to be
Currency Warrant Agent hereunder.
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<PAGE> 30
(d) Any successor Currency Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Currency Warrant Agent, without any further act, deed or conveyance, shall
become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations of such predecessor with like effect as if originally
named as Currency Warrant Agent hereunder, and such predecessor, upon payment
of its charges and disbursements then unpaid, shall thereupon become obligated
to transfer, deliver and pay over, and such successor Currency Warrant Agent
shall be entitled to receive, all moneys, securities and other property on
deposit with or held by such predecessor, as Currency Warrant Agent hereunder.
(e) Any corporation into which the Currency Warrant Agent hereunder
may be merged or converted or any corporation with which the Currency Warrant
Agent may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Currency Warrant Agent shall be a
party, or any corporation to which the Currency Warrant Agent shall sell or
otherwise transfer all or substantially all of the assets and business of the
Currency Warrant Agent, provided that it shall be qualified as aforesaid, shall
be the successor Currency Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Modification, Supplementation or Amendment. (a)
This Agreement may be modified, supplemented or amended by the Company and the
Currency Warrant Agent, without the consent of the registered Holder of the
Currency Warrant Certificate or the Owners, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained herein or in such Currency Warrant Certificate, maintaining the
listing of any Currency Warrants on any U.S. national securities exchange or
the quotation of any Currency Warrant through a Self Regulatory Organization or
registration of such Currency Warrants under the Exchange Act, permitting the
issuance of Currency Warrants in definitive form in accordance with Section
1.1(a), reflecting the issuance by the Company of additional Currency Warrants
of the same issue or reflecting the appointment of a successor depositary in
accordance with Section 1.1(d) or in any other manner which the Company may
deem necessary or desirable; provided that such action shall not materially
adversely affect the interests of the Owners of Currency Warrants.
Notwithstanding anything in this Section 6.1 to the contrary, this Agreement
may not be amended to provide for the countersigning by the Currency Warrant
Agent of
27
<PAGE> 31
Currency Warrant Certificates evidencing in the aggregate in excess of
[__________] Currency Warrants unless and until the Currency Warrant Agent has
received notice from [name of Stock Exchange] or any successor U.S. national
securities exchange or Self-Regulatory Organization that the additional
Currency Warrants in excess of [_____________] have been approved for listing
on such exchange or quotation through such Self-Regulatory Organization.
(b) The Company and the Currency Warrant Agent may modify or amend
this Agreement and the Currency Warrant Certificate, with the consent of the
Owners of not fewer than a majority in number of the then outstanding
unexercised Currency Warrants affected by such modification or amendment, for
any purpose; provided, however, that no such modification or amendment that
increases the Exercise Price, [decreases the Strike Price,](6) [increases the
Strike Price,](7) shortens the period of time during which the Currency
Warrants may be exercised, increases the minimum or decreases the maximum
number of Currency Warrants that may be exercised by or on behalf of any one
Owner at any one time, changes the formula for determining the Cash Settlement
Value, [insert other prohibited modifications or amendments] or otherwise
materially and adversely affects the exercise rights of the Owners or reduces
the number of outstanding Currency Warrants the consent of the Owners of which
is required for modification, supplementation or amendment of this Agreement or
the Currency Warrant Certificate, may be made without the consent of each Owner
affected thereby. Prior to the issuance of any Definitive Certificates
pursuant to Section 1.1(a), the Company and the Currency Warrant Agent shall be
entitled to rely upon any certification in form satisfactory to each of them
that any requisite consent has been obtained from Holders of beneficial
ownership interests in the Currency Warrant Certificate. Such certification
may be provided by Depositary Participants acting on behalf of such beneficial
owners of Currency Warrants, provided that any such certification is
accompanied by a certification from the Depositary as to the Currency Warrant
holdings of such Depositary Participants.
SECTION 6.2 Notices and Demands to the Company and Currency
Warrant Agent. If the Currency Warrant Agent shall receive any notice or
demand addressed to the Company by any Owner pursuant to the provisions of the
Currency Warrant Certificate, the Currency Warrant Agent shall promptly forward
such notice or demand to the Company.
- ------------------------------------------------
[FN]
(6) In case of Currency Put Warrants.
(7) In the case of Currency Call Warrants.
[/FN]
28
<PAGE> 32
SECTION 6.3 Addresses for Notices. Any communications from the
Company to the Currency Warrant Agent with respect to this Agreement shall be
addressed to [name of Currency Warrant Agent], [address, New York, New
York_______] (facsimile: [________________] [________________]) (telephone:
[________________]), Attention: Corporate Trust Department; any communications
from the Currency Warrant Agent to the Company with respect to this Agreement
shall be addressed to The Chase Manhattan Corporation, One Chase Manhattan
Plaza, New York, New York 10081 (facsimile: [________________]) (telephone:
212-[ ]), Attention: [________________]; any communications from the
Currency Warrant Agent to the Spot Rate Reference Bank with respect to this
Agreement shall be addressed to [name of Spot Rate Reference Bank]. [address],
(facsimile: [________________]) (telephone: ______________), (or such other
address as shall be specified in writing to the other parties hereto by the
Currency Warrant Agent, the Company or the Spot Rate Reference Bank,
respectively).
SECTION 6.4 Notices to Owners. The Company or the Currency
Warrant Agent may cause to have notice given to the Owners of Currency Warrants
by providing the Depositary with a from of notice to be distributed by the
Depositary to Depositary Participants in accordance with the custom and
practices of the Depositary.
SECTION 6.5 Governing Law. The validity, interpretation and
performance of this Agreement and each Currency Warrant issued hereunder and of
the respective terms and provisions thereof shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 6.6 Obtaining of Governmental Approvals. The Company
will from time to time use its best efforts to obtain and keep effective any
and all permits, consents and approvals of governmental agencies and
authorities and the [name of U.S. national securities exchange] and filings
under the United States federal and state laws, which may be or become required
in connection with the issuance, sale, trading, transfer or delivery of the
Currency Warrants, the Currency Warrant Certificate and the exercise of the
Currency Warrants.
SECTION 6.7 Persons Having Rights Under the Currency Warrant
Agreement. Nothing in this Agreement expressed or implied and nothing that may
be inferred from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company, the Currency Warrant Agent, the registered Holder of the Currency
Warrant Certificate and the Owners any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Agreement shall be for the sole and exclusive benefit of the
29
<PAGE> 33
Company and the Currency Warrant Agent and their successors and of the
registered Holder of the Currency Warrant Certificate and the Owners.
SECTION 6.8 Headings. The descriptive headings of the several
Articles and Sections and the Table of Contents of this Agreement are for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.
SECTION 6.9 Counterparts. This Agreement may be executed by
the parties hereto in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original; but all such
counterparts shall together constitute but one and the same instrument.
SECTION 6.10 Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Currency Warrant Agent, for inspection by the registered Holder
of the Currency Warrant Certificate, Depositary Participants, Indirect
Participants and Owners.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.
THE CHASE MANHATTAN CORPORATION
By:
----------------------------------
[Title]
[Name of Currency Warrant Agent]
By:
----------------------------------
[Title]
30
<PAGE> 34
[Legend Required By Depositary]
EXHIBIT A-1
[NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS
WARRANT UNLESS THE CURRENCY WARRANT AGENT HAS
RECEIVED THE CERTIFICATION DESCRIBED IN THE
CURRENCY WARRANT AGREEMENT]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE
CURRENCY WARRANT AGENT AS PROVIDED HEREIN
No. CUSIP No. [_________________]
BOOK-ONLY CURRENCY WARRANT CERTIFICATE
representing
[up to ____________] [insert name of Currency] Currency
[Put/Call/Spread] Warrants
Expiring [_____________, 19__]
THE CHASE MANHATTAN CORPORATION
This certifies that [________________] or registered assigns is
the registered Holder of [insert name of Currency] Currency [Put/Call/Spread]
Warrants (the "Currency Warrants") or such lesser amount as is indicated in the
records of [name of Currency Warrant Agent], as Currency Warrant Agent. Each
Currency Warrant entitles the beneficial owner thereof (an "Owner"), subject to
the provisions contained herein and in the Currency Warrant Agreement referred
to below, to receive in [U.S. dollars] [other currency] from The Chase
Manhattan Corporation (the "Company") the Cash Settlement Value (as defined
herein). In no event shall any Owners be entitled to any interest on any Cash
Settlement Value.
Subject to the terms of the Currency Warrant Agreement and the
limitations discussed herein, the Currency Warrants may be irrevocably
exercised [on any New York Business Day from their date of issuance until [1:30
P.M.], New York City time,] on (i) [the date upon which the right to exercise
the Currency Warrants expires or, if such date is not a New York Business Day
(as defined in the Currency Warrant Agreement), on the next succeeding New York
Business Day] [________, 199_] (the "Expiration Date") or (ii) the date of
automatic exercise or cancellation as further described below and as provided
in the Currency Warrant Agreement. Except in the case of exercise on the
Expiration Date, automatic exercise or cancellation as described below, not
fewer than [________________] [or more than] Currency Warrants may be exercised
by or on behalf of any one Owner on any
A-1-1
<PAGE> 35
one day. References herein to "U.S. dollars" or "U.S.$" are to the currency of
the United States of America. References to "[name of currency]" or
"[________________]" are to the currency of the [name of Currency Country]. As
used herein, the term "New York Business Day" means any day other than a
Saturday, Sunday, legal holiday or other day on which the [New York Stock
Exchange] [American Stock Exchange] or [relevant futures and options exchanges
on which the underlying securities trade] is not open for securities trading or
banking institutions generally in The City of New York are authorized or
required by law or executive order to close; "Currency Country Business Day"
means any day other than (i) a Saturday, Sunday, legal holiday or other day on
which banking institutions generally in [name of Currency Country] are
authorized or required by law or executive order to close or (ii) a day on
which the [names of relevant stock exchanges] [is/are] not open for business.
This Currency Warrant Certificate is issued under and in
accordance with the Currency Warrant Agreement, dated as of [________________,
19__] (the "Currency Warrant Agreement"), between the Company and the Currency
Warrant Agent, and is subject to the terms and provisions contained in the
Currency Warrant Agreement, to all of which terms and provisions all Owners of
the Currency Warrants represented by this Currency Warrant Certificate and the
registered Holder of this Currency Warrant Certificate consent by acceptance
hereof by the Depositary (as defined below). Copies of the Currency Warrant
Agreement are on file at the principal corporate trust office of the Currency
Warrant Agent in New York City. Except as provided in the Currency Warrant
Agreement, Owners will not be entitled to receive definitive certificates
evidencing their Currency Warrants. Currency Warrant holdings will be held
through a depositary selected by the Company which initially is [The Depository
Trust Company] (the "Depositary", which term, as used herein, includes any
successor depositary selected by the Company) as further provided in the
Currency Warrant Agreement.
Capitalized terms included herein but not defined herein have
the meanings assigned thereto in the Currency Warrant Agreement.
The Cash Settlement Value of an exercised Currency Warrant
(whether exercised automatically or by notice) shall mean:
The "Cash Settlement Value" of an Exercised Currency Warrant is
an amount stated in [U.S. dollars] [other currency] which is the greater of (i)
zero and (ii) the amount computed by subtracting [from (a constant, e.g.,
50)](8) [(a constant, e.g.,
- ---------------------------------------------
[FN]
(8) In case of Index Call Warrants.
[/FN]
A-1-2
<PAGE> 36
50) from](9) an amount equal to [such a constant] multiplied by a fraction, the
numerator of which is [insert a pre-established amount of Base Currency per
[[U.S. dollar] [other currency]] (the "Strike Price") and the denominator of
which is the Spot Rate on the Designated Exercise Date. The "Spot Rate" on
such Designated Exercise Date shall mean the offered spot rate of [insert Base
Currency] per [U.S. dollar] [other currency] as quoted by [________________]
(the "Spot Rate Reference Bank") at 10:00 A.M., New York City time, on such
date or, if such bank is not quoting such rate at such time, the rate quoted by
such other leading bank in the foreign exchange markets as may be selected by
the Company in good faith and notified to the Currency Warrant Agent. The
offered spot rate of any applicable currency shall be calculated to four (4)
decimal places.]
Except in the case of automatic exercise on the Expiration Date
or cancellation, suspension or delay as further provided below and in the
Currency Warrant Agreement, the "Valuation Date" for a Currency Warrant shall
be the Currency Country Business Day next succeeding the New York Business Day
on which the Currency Warrant Agent has received (i) delivery of such Currency
Warrant on the records of the Depositary free to the Currency Warrant Account
[, accompanied by payment in good form of the Exercise Price] and (ii) an
Exercise Notice for such Currency Warrant in good order in the form of Exhibit
C-1 to the Currency Warrant Agreement, at or prior to [1:30 P.M.], New York
City time; and if the Currency Warrant Agent shall receive such delivery of
such Exercise Notice after [1:30 P.M.], New York City time, on such date, the
Valuation Date shall be the next Currency Country Business Day following the
New York Business Day following the New York Business Day on which the Currency
Warrant Agent received such Currency Warrant and such Exercise Notice. Any
delivery of a Currency Warrant [, the Exercise Price] or Exercise Notice
received after [1:30 P.M.], New York City time, the Expiration Date shall be
void and of no effect and shall be deemed not to have been delivered, and the
Currency Warrants with respect to which such late delivery or Exercise Notice
relates shall be exercised in accordance with the third succeeding paragraph
hereof. A Depositary Participant may specify in its irrevocable Exercise
Notice that such Exercise Notice is conditional (the "Conditional Exercise
Notice"), then such Conditional Exercise Notice shall be void and of no effect
(and shall be disregarded for all purposes of the Currency Warrant Agreement)
if the Reference Rate (as defined in Section 2.2(a)) on the Valuation Date is
more than [________________] [above](10) [below](11)
- ---------------------------------
[FN]
(9) In the case of Currency Call Warrants.
(10) In case of Index Put Warrants.
(11) In case of Index Call Warrants.
[/FN]
A-1-3
<PAGE> 37
the Spot Rate Currency on the date upon which the Conditional Exercise Notice
is received (or deemed to have been received) and not rejected by the Currency
Warrant Agent (or if such date is not a Currency Country Business Day, on the
immediately preceding Currency Country Business Day)].
If the Exercise Notice is not rejected as provided in the
Currency Warrant Agreement, the Currency Warrant Agent will determine the Cash
Settlement Value of the exercised Currency Warrants as provided in the Currency
Warrant Agreement. Provided that the Company has made adequate funds available
to the Currency Warrant Agent in a timely manner, the Currency Warrant Agent
will make payment in the form of a check [or bank wire transfer if the payment
is greater than $____________] available to the appropriate Depositary
Participant, which shall be responsible for crediting the Cash Settlement Value
of Currency Warrants to appropriate Owners, on the fifth Business Day following
the Valuation Date (or, if such Valuation Date is not a New York Business Day,
on the sixth New York Business Day after such Valuation Date) (the "Settlement
Date"), all as provided in the Currency Warrant Agreement, such payment to be
in the amount of the Cash Settlement Value in respect of Currency Warrants
exercised by such Depositary Participant.
The Currency Warrant Agent will promptly cause its records to be
marked to reduce the number of Currency Warrants represented by this Currency
Warrant Certificate by the number of Currency Warrants (i) for which it has
received an Exercise Notice in proper form, (ii) that were delivered to the
Currency Warrant Account, and (iii) for which payment has been made.
All Currency Warrants with respect to which either (i) no
delivery of Currency Warrants to the Currency Warrant Account has occurred or
no valid Exercise Notice has been received by the Currency Warrant Agent at or
prior to [1:30 P.M.], New York City time, on the Expiration Date for such
Currency Warrants, (ii) the Exercise Date which has been postponed pursuant to
Section 2.2(e) of the Currency Warrant Agreement to a date on or after the New
York Business Day preceding the Expiration Date or (iii) there has been no
proper exercise on the New York Business Day on which the Currency Warrants are
permanently delisted or suspended from the [name of U.S. national securities
exchange] and, at or prior to such delisting or suspension, the Currency
Warrants have not been listed on another U.S. national securities exchange or
quoted through a Self-Regulatory Organization (as defined in the Index Warrant
Agreement) (the "Unexercised Currency Warrants"), will be deemed automatically
exercised on such Expiration Date without any requirement of notice of exercise
to the Currency Warrant Agent. The Valuation Date for such Currency Warrants
shall be the first Currency Country Business Day following such Expiration
Date.
A-1-4
<PAGE> 38
By 5:00 P.M., New York City time, on the Expiration Date, the
Currency Warrant Agent shall advise the Company of the number of Unexercised
Warrants outstanding after [1:30 P.M.], New York City time, on such day. On
the Valuation Date for such Currency Warrants (or if such Valuation Date is not
a New York Business Day, then the next succeeding New York Business Day), the
Currency Warrant Agent shall (i) determine the Cash Settlement Value (in the
manner provided in Section 2.2(f) of the Currency Warrant Agreement) of the
Currency Warrants to be automatically exercised, (ii) advise the Company by
5:00 P.M. New York City time, on such Valuation Date of the Cash Settlement
Value with respect to such Currency Warrants and (iii) advise the Company of
such other matters relating to the automatically exercised Currency Warrants as
the Company shall reasonably request.
Provided that the Company has made adequate funds available to
the Currency Warrant Agent in a timely manner which shall, in no event, be
later than [1:30 P.M.], New York City time, on the fifth New York Business Day
following the Valuation Date for such automatically exercised Currency Warrants
(or, if such Valuation Date is not a New York Business Day, on the sixth New
York Business Day after such Valuation Date), the Currency Warrant Agent will
make its check [or bank wire transfer if the payment is greater than
$____________] available to the Depositary, after [1:30 P.M.], New York City
time, but prior to the close of business, on such fifth New York Business Day
following the Valuation Date for such Currency Warrants (or, if such Valuation
Date is not a New York Business Day, on the ninth New York Business Day after
such Valuation Date), such check to be in the amount of the [(i)] aggregate
Cash Settlement Value [(ii) minus the Exercise Price] in respect of Currency
Warrants that have been automatically exercised, transferred to the Currency
Warrant Account; provided, however, that the Currency Warrant Agent shall
withhold payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise
Price] with respect to any Currency Warrants which have not been transferred to
the Currency Warrant Account and for which the Currency Warrant Agent has not
received a certificate in the form of Exhibit D-1 to the Currency Warrant
Agreement until the Currency Warrant Agent has received such Currency Warrants
and certificate with respect to such Currency Warrants. If pursuant to the
immediately preceding sentence the Currency Warrant Agent has not withheld
payment with respect to any Currency Warrants, the Currency Warrant Agent shall
promptly cancel the Currency Warrant Certificate representing the Currency
Warrants automatically exercised as described above and deliver it to the
Issuer. If the Currency Warrant Agent has withheld payment of the [(i)] Cash
Settlement Value [(ii) minus the Exercise Price] with respect to any Currency
Warrants, the Currency Warrant Agent shall act as a successor Depositary and
shall cancel the Currency Warrant Certificate and deliver it to the Company
only upon receipt of
A-1-5
<PAGE> 39
certificates in the form of Exhibit D-1 attached to the Currency Warrant
Agreement from the appropriate Depositary Participants with respect to all of
the Currency Warrants then evidenced by the Currency Warrant Certificate and
payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise
Price] withheld. The Currency Warrant Agent's sole responsibility as successor
Depositary with respect to the Unexercised Currency Warrants shall be to pay
the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such
Currency Warrants upon receipt of [(i)] the related Currency Warrants and (ii)
certificates in the form of Exhibit C-1 to the Currency Warrant Agreement from
the appropriate Depositary Participants.
The Company, the Currency Warrant Agent and any agent of the
Company or the Currency Warrant Agent may deem and treat the registered Holder
hereof as the absolute Owner of the Currency Warrants represented hereby
(notwithstanding any notation of ownership or other writing hereon) for any
purpose and as the person entitled to exercise the rights represented by the
Currency Warrants evidenced hereby, and neither the Company nor the Currency
Warrant Agent nor any agent of the Company or the Currency Warrant Agent shall
be affected by any notice to the contrary, subject to certain provisions of
the Currency Warrant Agreement, except that the Company and the Currency
Warrant Agent shall be entitled to rely on and act pursuant to instructions of
Depositary Participants as contemplated herein and in the Currency Warrant
Agreement.
Subject to the terms of the Currency Warrant Agreement, upon due
presentment for registration of transfer of this Currency Warrant Certificate
[at the principal corporate trust office of the Currency Warrant Agent] in [New
York City], the Company shall execute and the Currency Warrant Agent shall
countersign and deliver in the name of the designated transferee a new Currency
Warrant Certificate of like tenor and representing a like number of unexercised
Currency Warrants as evidenced by this Currency Warrant Certificate at the time
of such registration of transfer which shall be issued to the designated
transferee in exchange for this Currency Warrant Certificate, subject to the
limitations provided in the Currency Warrant Agreement, without charge.
This Currency Warrant Certificate and the Currency Warrant
Agreement are subject to amendment as provided in the Currency Warrant
Agreement.
The validity, interpretation and performance of this Currency
Warrant Certificate and its terms and provisions shall be governed by and
construed in accordance with the laws of the State of New York.
A-1-6
<PAGE> 40
This Currency Warrant Certificate shall not be valid or
obligatory for any purpose until countersigned by the Currency Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated as of [______________, 19__]
THE CHASE MANHATTAN CORPORATION
By:
-------------------------------
[title]
[SEAL]
Attest:
----------------------------
[title]
Countersigned on the date
above written:
[name of Currency Warrant Agent],
as Currency Warrant Agent
By:
-----------------------------------------
[title]
A-1-7
<PAGE> 41
EXHIBIT A-2
[NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS
WARRANT UNLESS THE CURRENCY WARRANT AGENT HAS
RECEIVED THE CERTIFICATION DESCRIBED IN THE
CURRENCY WARRANT AGREEMENT]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE
CURRENCY WARRANT AGENT AS PROVIDED HEREIN
No. CUSIP No. [________________]
CURRENCY WARRANT CERTIFICATE
representing
[up to _____________] [insert name of Currency] Currency
[Put/Call/Spread] Warrants
Expiring [___________, 19__]
THE CHASE MANHATTAN CORPORATION
This certifies that [the bearer] [___________________ or
registered assigns] (the "Holder") is the registered Holder of [insert name of
Currency] Currency [Put/Call/Spread] Warrants (the "Currency Warrants") or such
lesser amount as is indicated in the records of [name of Currency Warrant
Agent], as Currency Warrant Agent. Each Currency Warrant entitles the Holder,
subject to the provisions contained herein and in the Currency Warrant
Agreement referred to below, to receive in [U.S. dollars] [other currency] from
The Chase Manhattan Corporation (the "Company") the Cash Settlement Value (as
defined herein). In no event shall the Holder hereof be entitled to any
interest on any Cash Settlement Value.
Subject to the terms of the Currency Warrant Agreement and the
limitations discussed herein, the Currency Warrants may be irrevocably
exercised [on any New York Business Day from their date of issuance until [1:30
P.M.], New York City time,] on (i) [the date upon which the right to exercise
the Currency Warrants expires or, if such date is not a New York Business Day
(as defined in the Currency Warrant Agreement), on the next succeeding New York
Business Day] [______ __, 199_] (the "Expiration Date") or (ii) the date of
automatic exercise or cancellation as further described below and as provided
in the Currency Warrant Agreement. Except in the case of exercise on the
Expiration Date, automatic exercise or cancellation as described below, not
fewer than [_________] [or more than] Currency Warrants may be exercised by or
on behalf of any one Holder on any one day. References herein to "U.S.
dollars" or "U.S.$" are to the currency of the United States of America.
References to
A-2-1
<PAGE> 42
"[name of currency]" or "[_______________]" are to the currency of the [name of
Currency Country]. As used herein, the term "New York Business Day" means any
day other than a Saturday, Sunday, legal holiday or other day on which the [New
York Stock Exchange] [American Stock Exchange] or [relevant futures and options
exchanges on which the underlying securities trade] is not open for securities
trading or banking institutions generally in The City of New York are
authorized or required by law or executive order to close; "Currency Country
Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or
other day on which banking institutions generally in [name of Currency Country]
are authorized or required by law or executive order to close or (ii) a day on
which the [names of relevant stock exchanges] [is/are] not open for business.
This Currency Warrant Certificate is issued under and in
accordance with the Currency Warrant Agreement, dated as of [____________ , 19
__] (the "Currency Warrant Agreement"), between the Company and the Currency
Warrant Agent, and is subject to the terms and provisions contained in the
Currency Warrant Agreement, to all of which terms and provisions the registered
Holder of this Currency Warrant Certificate consents by acceptance hereof.
Copies of the Currency Warrant Agreement are on file at the principal corporate
trust office of the Currency Warrant Agent in New York City.
Capitalized terms included herein but not defined herein have
the meanings assigned thereto in the Currency Warrant Agreement.
The Cash Settlement Value of an exercised Currency Warrant
(whether exercised automatically or by notice) shall mean:
The "Cash Settlement Value" of an Exercised Currency Warrant is
an amount stated in [U.S. dollars] [other currency] which is the greater of (i)
zero and (ii) the amount computed by subtracting [from (a constant, e.g.,
50)](12) [(a constant, e.g., 50) from](13) an amount equal to [such a constant]
multiplied by a fraction, the numerator of which is [insert a pre-established
amount of Base Currency per [[U.S. dollar] [other currency]] (the "Strike
Price") and the denominator of which is the Spot Rate on the Designated
Exercise Date. The "Spot Rate" on such Designated Exercise Date shall mean
the offered spot rate of [insert Base Currency] per [U.S. dollar] [other
currency] as quoted by [________________] (the "Spot Rate Reference Bank") at
10:00 A.M., New York City time, on such date or, if such bank is not quoting
such
- ------------------------------------
[FN]
(12) In the case of Currency Put Warrants.
(13) In the case of Currency Call Warrants.
[/FN]
A-2-2
<PAGE> 43
rate at such time, the rate quoted by such other leading bank in the foreign
exchange markets as may be selected by the Company in good faith and notified
to the Currency Warrant Agent. The offered spot rate of any applicable
currency shall be calculated to four (4) decimal places.]
Except in the case of automatic exercise on the Expiration Date
or cancellation, suspension or delay as further provided below and in the
Currency Warrant Agreement, the "Valuation Date" for a Currency Warrant shall
be the Currency Country Business Day next succeeding the New York Business Day
on which the Currency Warrant Agent has received (i) delivery of such Currency
Warrant [, accompanied by payment in good form of the Exercise Price] and (ii)
an Exercise Notice for such Currency Warrant in good order in the form of
Exhibit C-2 to the Currency Warrant Agreement, at or prior to [1:30 P.M.], New
York City time; and if the Currency Warrant Agent shall receive such delivery
of such Exercise Notice after [1:30 P.M.], New York City time, on such date,
the Valuation Date shall be the next Currency Country Business Day following
the New York Business Day following the New York Business Day on which the
Currency Warrant Agent received such Currency Warrant and such Exercise Notice.
Any delivery of a Currency Warrant [, the Exercise Price] or Exercise Notice
received after [1:30 P.M.], New York City time, the Expiration Date shall be
void and of no effect and shall be deemed not to have been delivered, and the
Currency Warrants with respect to which such late delivery or Exercise Notice
relates shall be exercised in accordance with the third succeeding paragraph
hereof. A Holder may specify in its irrevocable Exercise Notice that such
Exercise Notice is conditional (the "Conditional Exercise Notice"), then such
Conditional Exercise Notice shall be void and of no effect (and shall be
disregarded for all purposes of the Currency Warrant Agreement) if the
Reference Rate (as defined in Section 2.2(a)) on the Valuation Date is more
than [________] [above](14) [below](15) the Spot Rate Currency on the date upon
which the Conditional Exercise Notice is received (or deemed to have been
received) and not rejected by the Currency Warrant Agent (or if such date is
not a Currency Country Business Day, on the immediately preceding Currency
Country Business Day)].
If the Exercise Notice is not rejected as provided in the
Currency Warrant Agreement, the Currency Warrant Agent will determine the Cash
Settlement Value of the exercised Currency Warrants as provided in the Currency
Warrant Agreement. Provided that the Company has made adequate funds available
to the Currency Warrant Agent in a timely manner, the Currency Warrant
- --------------------------------
[FN]
(14) In case of Index Put Warrants.
(15) In case of Index Call Warrants.
[/FN]
A-2-3
<PAGE> 44
Agent will make payment in the form of a check [or bank wire transfer if the
payment is greater than $____________] available to the Holder, on the fifth
Business Day following the Valuation Date (or, if such Valuation Date is not a
New York Business Day, on the sixth New York Business Day after such Valuation
Date) (the "Settlement Date"), all as provided in the Currency Warrant
Agreement, such payment to be in the amount of the Cash Settlement Value in
respect of Currency Warrants exercised by such Holder.
The Currency Warrant Agent will promptly cause its records to be
marked to reduce the number of Currency Warrants represented by this Currency
Warrant Certificate by the number of Currency Warrants (i) for which it has
received an Exercise Notice in proper form, (ii) that were delivered to the
Currency Warrant Agent, and (iii) for which payment has been made.
All Currency Warrants with respect to which either (i) no
delivery of Currency Warrants to the Currency Warrant Account has occurred or
no valid Exercise Notice has been received by the Currency Warrant Agent at or
prior to [1:30 P.M.], New York City time, on the Expiration Date for such
Currency Warrants, (ii) the Exercise Date which has been postponed pursuant to
Section 2.2(e) of the Currency Warrant Agreement to a date on or after the New
York Business Day preceding the Expiration Date or (iii) there has been no
proper exercise on the New York Business Day on which the Currency Warrants are
permanently delisted or suspended from the [name of U.S. national securities
exchange] and, at or prior to such delisting or suspension, the Currency
Warrants have not been listed on another U.S. national securities exchange or
quoted through a Self-Regulatory Organization (as defined in the Index Warrant
Agreement) (the "Unexercised Currency Warrants"), will be deemed automatically
exercised on such Expiration Date without any requirement of notice of exercise
to the Currency Warrant Agent. The Valuation Date for such Currency Warrants
shall be the first Currency Country Business Day following such Expiration
Date.
By 5:00 P.M., New York City time, on the Expiration Date, the
Currency Warrant Agent shall advise the Company of the number of Unexercised
Warrants outstanding after [1:30 P.M.], New York City time, on such day. On
the Valuation Date for such Currency Warrants (or if such Valuation Date is not
a New York Business Day, then the next succeeding New York Business Day), the
Currency Warrant Agent shall (i) determine the Cash Settlement Value (in the
manner provided in Section 2.2(f) of the Currency Warrant Agreement) of the
Currency Warrants to be automatically exercised, (ii) advise the Company by
5:00 P.M. New York City time, on such Valuation Date of the Cash Settlement
Value with respect to such Currency Warrants and (iii) advise the Company of
such other matters relating to the automatically
A-2-4
<PAGE> 45
exercised Currency Warrants as the Company shall reasonably request.
Provided that the Company has made adequate funds available to
the Currency Warrant Agent in a timely manner which shall, in no event, be
later than [1:30 P.M.], New York City time, on the fifth New York Business Day
following the Valuation Date for such automatically exercised Currency Warrants
(or, if such Valuation Date is not a New York Business Day, on the sixth New
York Business Day after such Valuation Date), the Currency Warrant Agent will
make its check [or bank wire transfer if the payment is greater than
$__________] available to the Holder, after [1:30 P.M.], New York City time,
but prior to the close of business, on such fifth New York Business Day
following the Valuation Date for such Currency Warrants (or, if such Valuation
Date is not a New York Business Day, on the ninth New York Business Day after
such Valuation Date), such check to be in the amount of the [(i)] aggregate
Cash Settlement Value [(ii) minus the Exercise Price] in respect of Currency
Warrants that have been automatically exercised, delivered to the Currency
Warrant Agent; provided, however, that the Currency Warrant Agent shall
withhold payment of the [(i)] Cash Settlement Value [(ii) minus the Exercise
Price] with respect to any Currency Warrants which have not been received by
the Currency Warrant Agent [and for which the Currency Warrant Agent has not
received a certificate in the form of Exhibit D-2 to the Currency Warrant
Agreement] until the Currency Warrant Agent has received such Currency Warrants
[and certificate with respect to such Currency Warrants]. If pursuant to the
immediately preceding sentence the Currency Warrant Agent has not withheld
payment with respect to any Currency Warrants, the Currency Warrant Agent shall
promptly cancel the Currency Warrant Certificate representing the Currency
Warrants automatically exercised as described above and deliver it to the
Issuer. If the Currency Warrant Agent has withheld payment of the [(i)] Cash
Settlement Value [(ii) minus the Exercise Price] with respect to any Currency
Warrants, the Currency Warrant Agent shall cancel this Currency Warrant
Certificate and deliver it to the Company only upon [receipt of certificates in
the form of Exhibit D-2 attached to the Currency Warrant Agreement from the
Holder with respect to all of the Currency Warrants then evidenced by this
Currency Warrant Certificate and] payment of the total [(i)] Cash Settlement
Value [(ii) minus the Exercise Price] withheld. The Currency Warrant Agent's
sole responsibility with respect to the Unexercised Currency Warrants shall be
to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such
Currency Warrants upon receipt of [(i)] the related Currency Warrants [and (ii)
certificates in the form of Exhibit C-2 to the Currency Warrant Agreement from
the Holder].
The Company, the Currency Warrant Agent and any agent of the
Company or the Currency Warrant Agent may deem and treat
A-2-5
<PAGE> 46
the registered Holder hereof as the absolute owner of the Currency Warrants
represented hereby (notwithstanding any notation of ownership or other writing
hereon) for any purpose and as the person entitled to exercise the rights
represented by the Currency Warrants evidenced hereby, and neither the Company
nor the Currency Warrant Agent nor any agent of the Company or the Currency
Warrant Agent shall be affected by any notice to the contrary, subject to
certain provisions of the Currency Warrant Agreement.
Subject to the terms of the Currency Warrant Agreement, upon due
presentment for registration of transfer of this Currency Warrant Certificate
at [the principal corporate trust office of the Currency Warrant Agent] in [New
York City], the Company shall execute and the Currency Warrant Agent shall
countersign and deliver in the name of the designated transferee a new Currency
Warrant Certificate of like tenor and representing a like number of unexercised
Currency Warrants as evidenced by this Currency Warrant Certificate at the time
of such registration of transfer which shall be issued to the designated
transferee in exchange for this Currency Warrant Certificate, subject to the
limitations provided in the Currency Warrant Agreement, without charge.
This Currency Warrant Certificate and the Currency Warrant
Agreement are subject to amendment as provided in the Currency Warrant
Agreement.
The validity, interpretation and performance of this Currency
Warrant Certificate and its terms and provisions shall be governed by and
construed in accordance with the laws of the State of New York.
This Currency Warrant Certificate shall not be valid or
obligatory for any purpose until countersigned by the Currency Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated as of [_____________, 19__]
THE CHASE MANHATTAN CORPORATION
By:
----------------------------------
[title]
[SEAL]
Attest:
-------------------------------
A-2-6
<PAGE> 47
[title]
Countersigned on the date
above written:
[name of Currency Warrant Agent],
as Currency Warrant Agent
By:
-----------------------------------
[title]
A-2-7
<PAGE> 48
EXHIBIT B
Form of Transfer of Currency Warrant Certificate
[__________________________________], as Currency Warrant Agent
Corporate Trust Department
[address]
[Telex:__________________]
[Facsimile:______________]
[______________________], the registered Holder of the Currency
Warrant Certificate representing all unexercised The Chase Manhattan
Corporation [name of Currency] [Put/Call/Spread] Warrants Expiring
[___________, 19__ ], hereby requests the transfer of such Currency Warrant
Certificate to _______________________________.
Dated: __________________ [NAME OF REGISTERED HOLDER]
By:
--------------------------
GUARANTY OF SIGNATURE
[NAME OF GUARANTOR]
By:
--------------------------------
Name:
Title:
B-1
<PAGE> 49
EXHIBIT C-1
Form of Exercise Notice from Depositary Participant
________________________________, as Currency Warrant Agent
Attention: ___________________________________________________
(Facsimile: __________________________________________________)
(Telephone: __________________________________________________)
(Telex: ______________________________________________________)
Re: Exercise of The Chase Manhattan Corporation
[name of Currency] [Put/Call/Spread] Warrants
Expiring _______, 19___ ("Currency Warrants")
1. We refer to the Currency Warrant Agreement dated as of
[_______________, 19__] (the "Currency Warrant Agreement") between The Chase
Manhattan Corporation (the "Company") and [_____________] (the "Currency
Warrant Agent"). On behalf of certain clients, each of whom is exercising [no
fewer than] [_________] Currency Warrants [or more than] [_____] Currency
Warrants and whose Currency Warrants are held in our name, we hereby
irrevocably exercise [_________] Currency Warrants (the "Tendered Warrants").
2. This Exercise Notice [is] [is not] a Conditional Exercise
Notice. We hereby acknowledge that a Conditional Exercise Notice will be void
and of no effect (and shall be disregarded for all purposes under the Currency
Warrant Agreement) if the Spot Rate on the Valuation Date is more than
[__________] [above](1) [below](2) the closing value of the [name of Currency]
on the date this Exercise Notice is received by you (or deemed to have been
received by you) and not rejected (or if such date is not a Currency Country
Business Day, on the immediately preceding Currency Country Business Day).
3. We have instructed the Depositary to deliver the Exercised
Warrants [and the Exercise Price] free through the Depositary to the Currency
Warrant Account. (Account No. [__________________]).
- --------------------------------------
[FN]
(1) In case of Index Put Warrants.
(2) In case of index Call Warrants.
[/FN]
C-1-1
<PAGE> 50
4. We hereby acknowledge that this Exercise Notice [, the
Exercise Price] and the Tendered Warrants must be received by you by [1:30
P.M.], New York City time, on the date hereof in order for the Valuation Date
of the Tendered Warrants to be the next succeeding Currency Country Business
Day and that if this Exercise Notice [, the Exercise Price] or the Tendered
Warrants are received by you after [1:30 P.M.], New York City time, but prior
to the close of business on such date, the Valuation Date of the Tendered
Warrants shall be the next Currency Country Business Day following the New York
Business Day on which such Exercise Notice is received. [We further
acknowledge that if this Conditional Exercise Notice [, the Exercise Price] or
the Tendered Warrants are received by you after [1:30 P.M.], New York City
time, but prior to the close of business on the date hereof, that for purposes
of making the determinations required by such Conditional Exercise Notice, the
Currency Warrants will be deemed to be exercised on the next succeeding New
York Business Day following the date hereof.](3)
5. We hereby certify that we are a participant of [The
Depository Trust Company] (the "Depositary") with the present right to use and
receive its services.
6. We hereby acknowledge that if you determine that this
Exercise Notice has not been fully completed, or is not in proper form, or you
are unable to verify that we are a participant of the Depositary as provided
above, this Exercise Notice will be void and of no effect and will be deemed
not to have been delivered.
Capitalized terms used herein and not defined have the meanings
assigned thereto in the Currency Warrant Agreement.
Dated: __________ __, 19__
[NAME OF DEPOSITARY
PARTICIPANT]
[Participant Number]
By
---------------------------
Authorized Signature
[Address]
Telephone: __________________
Facsimile: __________________
- ------------------------------
[FN]
(3) In case of Conditional Exercise Notice.
[/FN]
C-1-2
<PAGE> 51
EXHIBIT C-2
Form of Exercise Notice from Owner
_______________________, as Currency Warrant Agent
[Address]
Attention: ___________________________________________________
(Facsimile: __________________________________________________)
(Telephone: __________________________________________________)
(Telex: ______________________________________________________)
Re: Exercise of The Chase Manhattan Corporation
[name of Currency] [Put/Call/Spread]
Warrants Expiring _________, 19___ ("Currency
Warrants")
1. We refer to the Currency Warrant Agreement dated as of
[____________________, 19__] (the "Currency Warrant Agreement") between The
Chase Manhattan Corporation (the "Company") and [_________________________]
(the "Currency Warrant Agent"). We hereby irrevocably exercise [no fewer than]
[_______________] Currency Warrants [or more than] [_______________] Currency
Warrants (the "Tendered Warrants") and deliver to you herewith a Definitive
Certificate or Certificates, registered in the name of the undersigned,
representing a number of Currency Warrants at least equal to the Number of
Exercised Warrants [, accompanied by payment in full of the Exercise Price [[,
in U.S. Dollars] [other currency] [in cash or certified or official bank check
in New York Clearing House funds] [by wire transfer in immediately available
funds] payable to the account of the Company].
2. This Exercise Notice [is] [is not] a Conditional Exercise
Notice. We hereby acknowledge that a Conditional Exercise Notice will be void
and of no effect (and shall be disregarded for all purposes under the Currency
Warrant Agreement) if the closing value of the [name of Currency] on the
Valuation Date is more than [__________] [above](1) [below](2) the closing
value of the [name of Currency] on the date of this Exercise Notice was
received (or deemed to have been received)
- ------------------------------
[FN]
(1) In case of Index Put Warrants.
(2) In case of Index Call Warrants.
[/FN]
C-2-1
<PAGE> 52
and not rejected (or if such date is not a Currency Country Business Day, on
the immediately preceding Currency Country Business Day).
3. We hereby acknowledge that this Exercise Notice [, the
Exercise Price] and the related Definitive Certificates must be received by you
by [1:30 P.M.], New York City time, on the date hereof in order for the
Valuation Date of the Tendered Warrants to be the next succeeding Currency
Country Business Day and that if this Exercise Notice [, the Exercise Price] or
such Definitive Certificates is received by you after [1:30 P.M.], New York
City time, the Valuation Date of the Tendered Warrants shall be the next
Currency Country Business Day following the New York Business Day following the
New York Business Day on which this Exercise Notice [, the Exercise Price] and
such Definitive Certificates are received. [We further acknowledge that if
this Conditional Exercise Notice [, the Exercise Price] or the Definitive
Certificates are received by you after [1:30 P.M.], New York City time, but
prior to the close of business on the date hereof, that for purposes of making
the determinations required by such Conditional Exercise Notice, the Currency
Warrants will be deemed to be exercised on the next succeeding New York
Business Day following the date hereof.](3)
Capitalized terms used herein and not defined have the meanings
assigned thereto in the Currency Warrant Agreement.
Dated: __________ __, 199__
[NAME OF OWNER]
By
-------------------------------
Authorized Signature
[Address]
Telephone: ____________________
Facsimile: ____________________
- ------------------------------------
[FN]
(3) In case of Conditional Exercise Notice.
[/FN]
C-2-2
<PAGE> 53
EXHIBIT C-3
Notice of Rejection
[Choose paragraph A or B]
[A] You are hereby notified that [the Exercise Notice delivered
by you was determined by us not to have been [duly completed] [in proper form]]
[the Definitive Certificate delivered by you was determined by us not to have
been in proper form] [the Exercise Price delivered by you with the Exercise
Notice was determined by us not to have been in proper form] [we were not able
to verify that you are a participant of [The Depository Trust Company] in the
manner, and pursuant to the procedures], as set forth in the Currency Warrant
Agreement, dated as of [_______________, 19__], between The Chase Manhattan
Corporation and [____________________], as Currency Warrant Agent.
Accordingly, we have rejected your Exercise Notice as being unsatisfactory as
to form.
[B] You are hereby notified that we have rejected your
Conditional Exercise Notice, because [the closing value of the Currency on the
Valuation Date was [__________], and the closing value of the Currency on the
date upon which we received (or were deemed to have received) such Exercise
Notice was [____________________]].
Dated: [__________________________, 199__]
_____________________, as
Currency Warrant Agent
By:
-------------------------------
Authorized Agent
C-3-1
<PAGE> 54
EXHIBIT C-4
Confirmation of Exercise
We hereby confirm receipt of your Currency Warrants and your
Exercise Notice [and Exercise Price] with respect to such Currency Warrants
(the "Exercised Warrants"), which Exercise Notice [and Exercise Price] we have
found to be duly completed and in good order, [and we have verified, in the
manner provided in the Currency Warrant Agreement, that you are a Depositary
Participant.](1) The Valuation Date of the Exercised Warrant is
[_______________].
We hereby confirm that the Exercised Warrants have been
exercised at the [Currency Value of [__________]] and that the aggregate Cash
Settlement Value of [_______________] ([payment currency] [__________] per
Currency Warrant) will be made available to you in the form of a check, five
New York Business Days after the Valuation Date (or six New York Business Days
in the case that the Valuation Date for the exercised Currency Warrants was not
a New York Business Day) in accordance with the terms of the Currency Warrant
Agreement.
Capitalized terms included herein but not defined have the
meanings assigned thereto in the Currency Warrant Agreement dated as of
[_______________, 19__] between The Chase Manhattan Corporation and
[__________], as Currency Warrant Agent.
Dated: [__________________________, 199__]
__________________________, as
Currency Warrant Agent
By:
---------------------------------
Authorized Agent
- ----------------------------
[FN]
(1) Not necessary with respect to Currency Warrants represented by Definitive
Certificates.
[/FN]
C-4-1
<PAGE> 55
EXHIBIT C-5
Confirmation of Exercise
for Delayed Exercise Warrants
We hereby confirm receipt of your Currency Warrants and your
Exercise Notice [and Exercise Price] with respect to such Currency Warrants
(the "Tendered Warrants"), which Exercise Notice [and Exercise Price] we have
found to be duly completed and in good order, [and we have verified, in the
manner provided in the Currency Warrant Agreement, that you are a Depositary
Participant.](1) The Valuation Date of the Exercised Warrant is
[_______________].
[The Company has elected to limit the number of Currency
Warrants that may have an Exercise Date on [_______________, 19__] to
[__________]. Of the Tendered Warrants, [__________] Currency Warrants have
been selected to be Currency Warrants that will have an Exercise Date on
_______________, 19__] (such Currency Warrants, the "Exercised Warrants"). The
remaining [__________] Tendered Warrants are deemed to be Delayed Exercise
Warrants.] All of the Tendered Warrants will have an Exercise Date on
[_______________, 19__] and are hereinafter referred to as "Exercised
Warrants".]
We hereby confirm that the Exercised Warrants have been
exercised at the Currency Value of [__________] and that the aggregate Cash
Settlement Value of [________________] ([_______________] per Currency Warrant)
will be made available to you in the form of a check, five New York Business
Days after the Valuation Date (or six New York Business Days in the case that
the Valuation Date for the exercised Currency Warrants was not a New York
Business Day) in accordance with the terms of the Currency Warrant Agreement.
- ----------------------------------
[FN]
(1) Not necessary with respect to Currency Warrants represented by Definitive
Certificates.
[/FN]
C-5-1
<PAGE> 56
Capitalized terms included herein but not defined have the
meanings assigned thereto in the Currency Warrant Agreement dated as of
[_______________, 19__] between The Chase Manhattan Corporation and
[_______________], as Currency Warrant Agent.
Dated: [__________________________, 199__]
_____________________________, as
Currency Warrant Agent
By:
----------------------------------
Authorized Agent
C-5-2
<PAGE> 57
EXHIBIT D-1
Form of Depositary Participant Certificate
[__________________________________],
as Currency Warrant Agent
[Department]
[Address]
Attention: _______________________
Facsimile: _______________________
Telephone: _______________________
Telex: ___________________________
Re: Automatic Exercise of The Chase Manhattan
Corporation [Name of Currency]
[Put/Call/Spread] Warrants Expiring
________________, 19 (the "Currency Warrants")
We refer to the Currency Warrant Agreement dated as of
[_______________, 19__] (the "Currency Warrant Agreement") between The Chase
Manhattan Corporation (the "Company") and [_______________________] (the
"Currency Warrant Agent"). We hereby certify that we own [______ ] Currency
Warrants, which have been automatically exercised pursuant to the Currency
Warrant Agreement and which we have delivered to you.
Dated: [______________ __, 199__]
[NAME OF DEPOSITARY PARTICIPANT]
By
-------------------------------------
Authorized Agent
[Address]
Telephone: _____________________________
Facsimile: _____________________________
D-1-1
<PAGE> 58
EXHIBIT D-2
Form of Owner Certificate
[__________________________________],
as Currency Warrant Agent
[Department]
[Address]
Attention: _______________________
Facsimile: _______________________
Telephone: _______________________
Telex: ___________________________
Re: Automatic Exercise of The Chase Manhattan
Corporation [Name of Currency]
[Put/Call/Spread] Warrants Expiring
________________, 19 (the "Currency Warrants")
We refer to the Currency Warrant Agreement dated as of
[_______________, 19__] (the "Currency Warrant Agreement") between The Chase
Manhattan Corporation (the "Company") and [___________________] (the "Currency
Warrant Agent"). We hereby certify that we own [_______] Currency Warrants,
which have been automatically exercised pursuant to the Currency Warrant
Agreement and which we have delivered to you.
Dated: [______________ __, 199__]
[NAME OF OWNER]
By:
-----------------------------------
Authorized Agent
[Address]
Telephone: ___________________________
Facsimile: ___________________________
Bank Account Designated for
Payment: _____________________________
D-2-1
<PAGE> 1
EXHIBIT 4.7
OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS HEREIN SHALL BE DETERMINED
IN CONFORMITY WITH THE APPLICABLE PROSPECTUS
SUPPLEMENT OR SUPPLEMENTS.
---------------------------------------------------
THE CHASE MANHATTAN CORPORATION
and
[Name of Index Warrant Agent]
as Index Warrant Agent
------------------------------------
INDEX WARRANT AGREEMENT
dated as of [_______________, 19__]
------------------------------------
[UP TO _________] INDEX [PUT/CALL/SPREAD] WARRANTS
EXPIRING [_______________, 19__]
--------------------------------------
<PAGE> 2
TABLE OF CONTENTS
ARTICLE I
ISSUANCE, FORM, EXECUTION,
DELIVERY AND REGISTRATION OF INDEX WARRANTS
<TABLE>
<S> <C> <C>
SECTION 1.1 Issuance of Index Warrants; Book-Entry
Procedures; Successor Depository;
Status of Warrants . . . . . . . . . . . . . . . 1
SECTION 1.2 Form, Execution and Delivery of the
Index Warrant Certificate . . . . . . . . . . . 3
SECTION 1.3 Index Warrant Certificate . . . . . . . . . . . . . . . . . . 4
SECTION 1.4 Registration of Transfers and Exchanges . . . . . . . . . . . 5
SECTION 1.5 Definitive Certificates . . . . . . . . . . . . . . . . . . . 5
ARTICLE II
DURATION AND EXERCISE OF INDEX WARRANTS
SECTION 2.1 Duration of Index Warrants; Minimum
[and Maximum] Exercise Amounts;
Notice of Exercise . . . . . . . . . . . . . . . 9
SECTION 2.2 Exercise and Delivery of Index Warrants . . . . . . . . . . . 11
SECTION 2.3 Automatic Exercise of the Index Warrants . . . . . . . . . . 18
SECTION 2.4 Discontinuance or Modification of [the]
[an] Index . . . . . . . . . . . . . . . . . . . 20
SECTION 2.5 Covenant of the Company . . . . . . . . . . . . . . . . . . . 21
SECTION 2.6 Return of the Index Warrant Certificate . . . . . . . . . . . 21
SECTION 2.7 Return of Moneys Held Unclaimed for
Two Years . . . . . . . . . . . . . . . . . . . 22
SECTION 2.8 Designation of Agent for Receipt of Notice . . . . . . . . . 22
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF OWNERS
SECTION 3.1 Owners of Index Warrants May Enforce Rights . . . . . . . . . 22
SECTION 3.2 Consolidation, Merger or Other Disposition . . . . . . . . . 22
ARTICLE IV
CANCELLATION OF INDEX WARRANTS
SECTION 4.1 Cancellation of Index Warrants . . . . . . . . . . . . . . . 23
SECTION 4.2 Treatment of Owners . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.3 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>
<PAGE> 3
ARTICLE V
CONCERNING THE INDEX WARRANT AGENT
<TABLE>
<S> <C> <C>
SECTION 5.1 Index Warrant Agent . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.2 Conditions of Index Warrant Agent's
Obligations . . . . . . . . . . . . . . . . . . 24
SECTION 5.3 Compliance With Applicable Laws . . . . . . . . . . . . . . . 27
SECTION 5.4 Resignation and Appointment of Successor . . . . . . . . . . 27
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Modification, Supplementation or Amendment . . . . . . . . . 28
SECTION 6.2 Notices and Demands to the Company
and Index Warrant Agent . . . . . . . . . . . . 30
SECTION 6.3 Addresses for Notices . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.4 Notices to Owners . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.6 Obtaining of Governmental Approvals . . . . . . . . . . . . . 30
SECTION 6.7 Persons Having Rights Under the
Index Warrant Agreement . . . . . . . . . . . . 31
SECTION 6.8 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.10 Inspection of Agreement . . . . . . . . . . . . . . . . . . . 31
</TABLE>
<TABLE>
<S> <C>
EXHIBIT A - Form of Index Warrant Certificate
EXHIBIT B - Form of Transfer of Index Warrant Certificate
EXHIBIT C-1 - Form of Exercise Notice from Depositary Participant
EXHIBIT C-2 - Form of Exercise Notice from Owner
EXHIBIT C-3 - Form of Notice of Rejection
EXHIBIT C-4 - Form of Confirmation of Exercise
EXHIBIT C-5 - Form of Confirmation of Exercise for Delayed Exercise Warrants
EXHIBIT D-1 - Form of Depositary Participant Certificate
EXHIBIT D-2 - Form of Owner Certificate
EXHIBIT E-1 - Form of Cancellation Certificate from Depositary Participant
EXHIBIT E-2 - Form of Cancellation Certificate from Owner
EXHIBIT F - Form of Expiration Notice
</TABLE>
ii
<PAGE> 4
INDEX WARRANT AGREEMENT
THIS AGREEMENT, dated as of [________________, 19__], between
THE CHASE MANHATTAN CORPORATION, a corporation duly incorporated and existing
under the laws of the State of Delaware (the "Company") and [name of Index
Warrant Agent], a [banking association] duly incorporated and existing under
the laws of [_______], as Index Warrant Agent (the "Index Warrant Agent"),
W I T N E S S E T H T H A T :
WHEREAS, the Company proposes to sell index warrants (the
"Index Warrants" or, individually, an "Index Warrant") representing the right
to receive from the Company an amount in [U.S. dollars] [other currency] to be
determined by [reference to movements in the [name of Index] (the "Index")]
[reference to the differential between the [name of Reference Index] (the
"Reference Index") and the [name of Base Index] (the "Base Index")]; and
WHEREAS, the Company wishes the Index Warrant Agent to act on
behalf of the Company in connection with the issuance, transfer and exercise of
the Index Warrants, and wishes to set forth herein, among other things, the
provisions of the Index Warrants and the terms and conditions under which they
may be issued, transferred, exercised and cancelled;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE, FORM, EXECUTION,
DELIVERY AND REGISTRATION OF INDEX WARRANTS
SECTION 1.1 Issuance of Index Warrants; Book-Entry
Procedures; Successor Depository; Status of Warrants.
(a) The Index Warrants will be issued in book-entry form
and represented by a single global certificate (the "Index Warrant
Certificate"). Each Index Warrant shall represent the right, subject to the
provisions contained herein and in the Index Warrant Certificate, to receive
the Cash Settlement Value (as defined in Section 2.2(f) hereof) of such Index
Warrant. Such Cash Settlement Value will be payable only in [U.S. dollars]
[other currency]. In no event shall any beneficial owner of Index Warrants (an
"Owner") be entitled to receive any interest on the Cash Settlement Value, and
the Index Warrants will not entitle the Owners to any of the rights of the
Holder of any stock underlying the Index (an "Underlying Stock") or any other
securities. An Index Warrant will not require or entitle the Owner thereof to
sell, deliver, purchase or take delivery of any
1
<PAGE> 5
currency, security or other instrument underlying such Index Warrant to or from
the Company, nor will the Company be under any obligation to, nor will it,
purchase or take delivery, or sell or deliver, any currency, security or other
instrument underlying such Index Warrant to or from the Owners. Owners will
not be entitled to receive definitive certificates evidencing the Index
Warrants; provided, however, that if the Depositary (as defined in Section
1.1(b)) is at any time unwilling or unable to continue as Depositary for the
Index Warrants and a successor Depositary is not appointed by the Company
within 90 days, the Company will issue Index Warrants in definitive form in
exchange for the Index Warrant Certificate. In addition, the Company may at
any time determine not to have the Index Warrants represented by an Index
Warrant Certificate and, in such event, will issue Index Warrants in definitive
form in exchange for the Index Warrant Certificate. In either instance, and in
accordance with the provisions of this Agreement, each Owner will be entitled
to have a number of Index Warrants equivalent to such Owner's beneficial
interest in the Index Warrant Certificate registered in its name and will be
entitled to physical delivery of such Index Warrants in definitive form by the
Depositary Participant or Indirect Participant (as defined in Section 1.1(c))
through which such Owner's beneficial interest is reflected. The provisions of
Sections 1.5 shall apply only if and when Index Warrants in definitive form
("Definitive Certificates") are issued hereunder. Unless the context shall
otherwise require, all references in this Agreement to the Index Warrant
Certificate shall include the Definitive Certificates in the event that
Definitive Certificates are issued.
(b) The Index Warrant Certificate shall be deposited with
the Depositary or its agent (the term "Depositary," as used herein, initially
refers to [The Depository Trust Company] and includes any successor depository
selected by the Company as provided in Section 1.1(d)) for credit to the
accounts of the Depositary Participants as shown on the records of the
Depositary from time to time.
(c) The Index Warrant Certificate will be registered in
the name of [a nominee of] the Depositary. [The Company has been informed by
the Depositary that initially its nominee will be _______________________.]
The Index Warrant holdings of Depositary Participants will be recorded on the
books of the Depositary. The holdings of customers of Depositary Participants,
including the holdings of Indirect Participants, will be reflected on the books
and records of such Depositary Participants and will not be known to the Index
Warrant Agent, the Company or to the Depositary. "Depositary Participants"
include securities brokers and dealers, banks and trust companies, clearing
organizations and certain other organizations which are participants in the
Depositary system and, for purposes of this Agreement, shall also mean
participants in the book-entry
2
<PAGE> 6
system of any successor Depositary. Access to the Depositary's system is also
available to others such as banks, securities dealers and trust companies
("Indirect Participants") that clear or maintain a custodial relationship with
a Depositary Participant, either directly or indirectly. The Index Warrant
holdings of Owners who are customers of Indirect Participants will be reflected
on the books and records of Depositary Participants in the name of the
respective Indirect Participants. The Index Warrant Certificate will be held
by the Depositary or its agent. Neither the Company nor the Index Warrant
Agent will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of an
Index Warrant Certificate or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.
(d) The Company may from time to time select a new entity
to act as Depositary and, if such selection is made, the Company shall promptly
give the Index Warrant Agent notice to such effect identifying the new
Depositary and the Index Warrant Certificate shall be delivered to the Index
Warrant Agent and shall be transferred to the new Depositary as provided in
Section 1.4 as promptly as possible. Appropriate changes may be made in the
Index Warrant Certificate, the notice of exercise and the related notices
delivered in connection with an exercise of Index Warrants to reflect the
selection of the new Depositary.
(e) The Index Warrants will constitute direct,
unconditional and unsecured obligations of the Company and will rank on a
parity with the Company's other existing and future unsecured contractual
obligations and with the Company's existing and future unsecured and
unsubordinated debt.
SECTION 1.2 Form, Execution and Delivery of the Index Warrant
Certificate. The Index Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A-1 hereto,
with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement. The Index Warrant
Certificate may have imprinted or otherwise reproduced thereon such letters,
number or other marks of identification or designation and such legends or
endorsements as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) that are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto, or
with any rule or regulation of any stock exchange on which the Index Warrants
may be listed, or of the Depositary, or to conform to usage. The Index Warrant
Certificate shall be signed on behalf of the Company by its
[_____________________________] or any [________________________], manually or
by facsimile signature, and its corporate seal or a
3
<PAGE> 7
facsimile thereof shall be impressed, imprinted or engraved thereon, which
shall be attested by its Secretary or any Assistant Secretary, either manually
or by facsimile signature. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not effect the
validity or enforceability of the Index Warrant Certificate that has been duly
countersigned and delivered by the Index Warrant Agent.
In case any officer of the Company who shall have signed the
Index Warrant Certificate, either manually or by facsimile signature, shall
cease to be such officer before the Index Warrant Certificate so signed shall
have been countersigned and delivered by the Index Warrant Agent to the Company
or delivered by the Company, such Index Warrant Certificate nevertheless may be
countersigned and delivered as though the person who signed such Index Warrant
Certificate had not ceased to be such officer of the Company; and the Index
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of execution of such Index Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such an officer.
SECTION 1.3 Index Warrant Certificate. One or more Index
Warrant Certificates [relating to no more than _____________Index Warrants
originally issued] may be executed by the Company and delivered to the Index
Warrant Agent on or after the date of execution of this Agreement; provided
that only one Index Warrant Certificate shall be outstanding at any one time.
The Index Warrant Agent is authorized, upon receipt of an Index Warrant
Certificate from the Company, duly executed on behalf of the Company, to
countersign such Index Warrant Certificate. The Index Warrant Certificate
shall be manually countersigned and dated the date of the countersignature by a
duly authorized representative of the Index Warrant Agent and shall not be
valid for any purpose unless so countersigned. The Index Warrant Agent shall
countersign and deliver the Index Warrant Certificate to or upon the written
order of the Company.
The Index Warrant Certificate may be exchanged for a new Index
Warrant Certificate to reflect the issuance by the Company of additional Index
Warrants [; provided, however, that in no event shall the number of Index
Warrants represented by the Index Warrant Certificate exceed ______________
originally issued]. To effect such an exchange the Company shall deliver to
the Index Warrant Agent a new Index Warrant Certificate duly executed on behalf
of the Company as provided in Section 1.2. The Index Warrant Agent shall
countersign the new Index Warrant Certificate as provided in this Section 1.3
and, upon a written order of the Company, shall deliver the new Index Warrant
Certificate to the Depositary in exchange for, and upon receipt
4
<PAGE> 8
of, the Index Warrant Certificate then held by the Depositary. The Index
Warrant Agent shall cancel the Index Warrant Certificate delivered to it by the
Depositary and return the cancelled Index Warrant Certificate to the Company.
SECTION 1.4 Registration of Transfers and Exchanges. Except
as otherwise provided herein or in the Index Warrant Certificate, the Index
Warrant Agent shall from time to time register the transfer of the Index
Warrant Certificate in the records of the Index Warrant Agent only to the
Depositary, or to a nominee of the Depositary, upon surrender of such Index
Warrant Certificate, duly endorsed and accompanied by a written instrument or
instruments of transfer in the form of Exhibit B hereto, duly signed by the
registered Holder thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, such signature to be guaranteed by a bank or
trust company, by a broker or dealer which is a member of the National
Association of Securities Dealers, Inc. or by a member of a U.S. national
securities exchange. Upon any such registration of transfer, the Company shall
execute and the Index Warrant Agent shall countersign and deliver in the name
of the designated transferee a new Index Warrant Certificate of like tenor and
representing a like number of unexercised Index Warrants as evidenced by the
Index Warrant Certificate at the time of such registration of transfer.
The Index Warrant Certificate may be transferred as provided
above at the option of the registered Holder thereof when surrendered to the
Index Warrant Agent at its office or agency maintained for the purpose of
transferring and exercising the Index Warrants, which shall be [south of
Chambers Street in the Borough of Manhattan, the City of New York] (the "Index
Warrant Agent Office"), and which is, on the date of this Agreement,
[___________________, New York, New York ____________, Attention:
_______________], or at the office of any successor Index Warrant Agent as
provided for in Section 5.4, for another Index Warrant Certificate of like
tenor and representing a like number unexercised Index Warrants.
SECTION 1.5 Definitive Certificates. Any Definitive
Certificates issued in accordance with Section 1.1(a) shall be in registered
form substantially in the form set forth in Exhibit A-2 hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
necessary or desirable for individual Definitive Certificates, and may
represent any integral multiple of Index Warrants. The Definitive Certificates
may have imprinted or otherwise reproduced thereon such letters, numbers or
other marks of identification or designation and such legends or endorsements
as the officers of the Company executing the same may approve (execution
thereof to be conclusive evidence of such approval) that are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
law
5
<PAGE> 9
or with any rule or regulation made pursuant thereto, or with any rule or
regulation of any stock exchange on which the Index Warrants may be listed, or
of the Depositary, or to conform to usage. Definitive Certificates shall be
signed on behalf of the Company upon the same conditions, in substantially the
same manner and with the same effect as the Index Warrant Certificate.
Each Definitive Certificate, when so signed on behalf of the
Company, shall be delivered to the Index Warrant Agent, which shall manually
countersign and deliver the same to or upon the written order of the Company.
Each Definitive Certificate shall be dated the date of its countersignature.
No Definitive Certificate shall be valid for any purpose, and
no Index Warrant evidenced thereby shall be exercisable, until such Definitive
Certificate has been countersigned by the manual signature of a duly authorized
representative of the Index Warrant Agent. Such signature by the Index Warrant
Agent upon any Definitive Certificate executed by the Company shall be
conclusive evidence that the Definitive Certificate so countersigned has been
duly issued hereunder.
Definitive Certificates delivered in exchange for the Index
Warrant Certificate shall be registered in such names and addresses (including
tax identification number) and in such denomination as shall be requested in
writing by the Depositary or its nominee in whose name the Index Warrant
Certificate is registered, upon written certification to the Company and the
Index Warrant Agent, in a form satisfactory to each of them, of the applicable
beneficial ownership interests in the Index Warrant Certificate.
The Company shall cause to be kept at an office of the Index
Warrant Agent in New York City a register (the register maintained in such
office and in any other office or agency maintained by or on behalf of the
Company for such purpose being herein sometimes collectively referred to as the
"Index Warrant Register") in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of and
transfers of Definitive Certificates. The Index Warrant Agent is hereby
appointed "Index Warrant Registrar" for the purpose of registering Definitive
Certificates and transfers of Definitive Certificates as herein provided.
For purposes of this Section 1.5, a "Holder of a Definitive
Certificate" at any particular time is the person in whose name such Definitive
Certificate is registered in the Index Warrant Register at such time.
Upon surrender for registration of transfer of any Definitive
Certificate at an office or agency of the Company maintained for such purpose,
the Company shall execute, and the
6
<PAGE> 10
Index Warrant Agent shall countersign and deliver, in the name of the
designated transferee or transferees, one or more new Definitive Certificates
of like tenor and representing a like number of unexercised Index Warrants.
At the option of the Holder of a Definitive Certificate,
Definitive Certificates may be exchanged for other Definitive Certificates of
like tenor and representing a like number of unexercised Index Warrants, upon
surrender of the Definitive Certificates to be exchanged at such office or
agency. Whenever any Definitive Certificates are so surrendered for exchange,
the Company shall execute, and the Index Warrant Agent shall countersign and
deliver, the Definitive Certificates which the Holder of a Definitive
Certificate making the exchange is entitled to receive.
All Definitive Certificates issued upon any registration of
transfer or exchange of Definitive Certificates shall be valid obligations of
the Company, evidencing the same obligations of the Company, and entitled to
the same benefits under this Index Warrant Agreement, as the Definitive
Certificates surrendered upon such registration of transfer or exchange.
Every Definitive Certificate presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company
or the Index Warrant Agent) be duly endorsed, or be accompanied by a written
instrument of transfer in a form satisfactory to the Company and the Index
Warrant Registrar duly executed, by the Holder of a Definitive Certificate
thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of
transfer or exchange of Definitive Certificates, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Definitive Certificates.
In the event that upon any exercise of the Index Warrants
evidenced by a Definitive Certificate the number of Index Warrants exercised
shall be less than the total number of Index Warrants evidenced by such
Definitive Certificate, there shall be issued to the Holder thereof or its
assignee a new definitive Certificate evidencing the number of Index Warrants
not exercised.
If any mutilated Definitive Certificate is surrendered to the
Index Warrant Agent, the Company shall execute and the Index Warrant Agent
shall countersign and deliver in exchange therefor a new Definitive Certificate
of like tenor representing a like number of unexercised Index Warrants and
bearing a number not contemporaneously outstanding.
7
<PAGE> 11
If there shall be delivered by a Holder of a Definitive
Certificate to the Company and the Index Warrant Agent (i) evidence to their
satisfaction of the destruction, loss or theft of any Definitive Certificate
and of ownership thereof, (ii) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, and (iii)
funds sufficient to cover any cost or expense to the Company (including any
fees charged by the Index Warrant Agent) relating to the issuance of a new
Definitive Certificate, then, in the absence of notice to the Company or the
Index Warrant Agent that such Definitive Certificate has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Index
Warrant Agent shall countersign and deliver, in lieu of any such destroyed,
lost or stolen Definitive Certificate, a new Definitive Certificate of like
tenor representing a like number of unexercised Index Warrants and bearing a
number not contemporaneously outstanding.
In case the Index Warrants evidenced by any such mutilated,
destroyed, lost or stolen Definitive Certificate have been exercised or have
been or are about to be deemed to be exercised, the Company in its discretion
may, instead of issuing a new Definitive Certificate, treat the same as if it
had received written irrevocable notice of exercise in good form in respect
thereof, as provided herein.
Every new Definitive Certificate issued pursuant to this
Section 1.5 in lieu of any mutilated, destroyed, lost or stolen Definitive
Certificate shall constitute an original additional contractual obligation of
the Company, whether or not the mutilated, destroyed, lost or stolen Definitive
Certificate shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Index Warrant Agreement equally and proportionately
with any and all other Definitive Certificates duly issued hereunder.
The provisions of this Section 1.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Definitive
Certificates.
Prior to due presentment of a Definitive Certificate for
registration of transfer, the Company, the Index Warrant Agent and any agent of
the Company or the Index Warrant Agent may treat the person in whose name such
Definitive Certificate is registered as the owner of such Definitive
Certificate for all purposes hereunder whatsoever, whether or not such
Definitive Certificate be exercised or deemed to be exercised and neither the
Company, the Index Warrant Agent nor any agent of the Company or the Index
Warrant Agent shall be affected by notice to the contrary.
8
<PAGE> 12
All Definitive Certificates surrendered for exercise,
registration of transfer or exchange shall, if surrendered to any person other
than the Index Warrant Agent, be delivered to the Index Warrant Agent and shall
be promptly cancelled by it and shall not be reissued. The Company may at any
time deliver to the Index Warrant Agent for cancellation any Definitive
Certificates previously countersigned and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Definitive Certificates so
delivered shall be promptly cancelled by the Index Warrant Agent. No
Definitive Certificates shall be countersigned in lieu of or in exchange for
any Definitive Certificate cancelled as provided in this Section 1.5, except as
expressly permitted by this Index Warrant Agreement. All cancelled Definitive
Certificates held by the Index Warrant Agent shall be disposed of as directed
by the Company.
ARTICLE II
DURATION AND EXERCISE OF INDEX WARRANTS
SECTION 2.1 Duration of Index Warrants; Minimum [and Maximum]
Exercise Amounts; Notice of Exercise.
(a) Subject to the limitations described herein, each
Index Warrant evidenced by the Index Warrant Certificate or Definitive
Certificates may be irrevocably exercised in whole but not in part [on any New
York Business Day from the date of issuance until [1:30 P.M.], New York City
time,] on (i) [the date upon which the right to exercise the Index Warrants
expires or, if such date is not a New York Business Day (as defined in Section
2.1(c) below), on the next succeeding New York Business Day]
[____________________________], 199_] (the "Expiration Date") or (ii) the date
of automatic exercise as provided in Section 2.3 or cancellation as provided in
Section 2.4. [There is no exercise price payable by any Owner in connection
with the exercise of an Index Warrant.] [The exercise price for each Index
Warrant is [$______] and shall be payable by the Owner of such Index Warrant in
[U.S. dollars] [other currency] (the "Exercise Price")]. Each Index Warrant
may be exercised by (a) transfer of the related Index Warrants on the records
of the Depositary free to the Index Warrant Agent Depositary Participant
Account (entitled [_________]), or such other account of the Index Warrant
Agent at the Depositary as the Index Warrant Agent shall specify (the "Index
Warrant Account"), in the case of Index Warrants represented by the Index
Warrant Certificate, or surrender of the Definitive Certificate or Certificates
to the Index Warrant Agent at the Index Warrant Agent's Office, in the care of
Index Warrants represented by Definitive Certificates, (b) except in the case
of automatic exercise or cancellation, delivery of written notice (an "Exercise
Notice") to the Index Warrant Agent from a Depositary Participant acting on
behalf of the Owner of such Index Warrant, in the event that the Index Warrants
are represented by the Index Warrant Certificate, or
9
<PAGE> 13
from the Owner, in the event that the Index Warrants are represented by
Definitive Certificates; provided, however, that Exercise Notices are subject
to rejection by the Index Warrant Agent as provided herein [and (c) the payment
in full to the Index Warrant Agent of the Exercise Price [[in U.S. dollars]
[other currency] [in cash or by certified or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds]]
payable to the account of the Company].
(b) Not fewer than the minimum number [or more than the
maximum number] of Index Warrants as set forth in the Index Warrant Certificate
or Definitive Certificate, as the case may be, may be exercised by or on behalf
of any one Owner at any one time, except that no such minimum [or maximum]
exercise amount shall apply in the case of exercise (or deemed exercise) on the
Expiration Date. The Exercise Notice, which shall be irrevocable, shall be in
substantially the form set forth in Exhibit C-1 hereto in the case that the
Index Warrants are represented by the Index Warrant Certificate, and in
substantially the form set forth in Exhibit C-2 hereto in the case that the
Index Warrants are represented by Definitive Certificates, [shall include a
certification by the Depositary Participant that the Owners on whose behalf the
Depositary Participant is exercising the Index Warrants affected by such
Exercise Notice are not Index Country Residents (as defined in Section 2.1(c)
below), in the case the Index Warrants are represented by the Index Warrant
Certificate, and certification that such exercising Owner is not an Index
Country Resident, in the case of Index Warrants represented by Definitive
Certificates,] and shall be sent to the Index Warrant Agent in writing (which
shall include facsimile transmissions, followed promptly by an executed
original, but the date and the time of the receipt of such transmission shall
be the effective date and time of such notice) at its address as set forth in
such Exercise Notice or at such other address as the Index Warrant Agent may
specify from time to time. An irrevocable Exercise Notice may be conditioned
as set forth in Section 2.2(a), but shall otherwise be unconditional.
(c) As used herein, "New York Business Day" means any day
other than a Saturday, Sunday, legal holiday or other day on which the [New
York Stock Exchange], [American Stock Exchange] or [relevant options and
futures exchanges on which the underlying securities trade] is not open for
securities trading or banking institutions generally in The City of New York
are authorized or required by law or executive order to close[; and "Index
Country Resident" means a resident of, or any corporation or other entity
organized under the laws of, [name of Index country] [ name of Base Index
country or Reference Index country], its territories, its possessions or other
areas subject to its jurisdiction]. Except as provided in Section 2.2(b), the
Index Warrant Agent and
10
<PAGE> 14
the Company shall be entitled to rely conclusively on any Exercise Notice
received by them with no duty of inquiry for either of them.
SECTION 2.2 Exercise and Delivery of Index Warrants.
(a) Except in the case of automatic exercise as provided
in Section 2.3, and subject to Sections 2.2(b)(i) and 2.2(e), the exercise date
(the "Exercise Date") for an Index Warrant shall be [(i) if the Index Warrant
Agent receives delivery of such Index Warrant [, the Exercise Price] and an
Exercise Notice in good order at or prior to [1:30 P.M.], New York City time on
a New York Business Day, then such New York Business Day and (ii) otherwise the
New York Business Day next succeeding the day on which the Index Warrant Agent
receives such Index Warrant[, such Exercise Price] and such Exercise Notice]
[_____________________________, 199_]. Any Exercise Notice received after
[1:30 P.M.] New York City time, on the Expiration Date shall be void and of no
effect and shall be deemed not to have been delivered or made, as the case may
be. The provisions of Section 2.3 shall apply to any Index Warrants to which
such late delivery of an Exercise Notice applied. The "Designated Exercise
Date" for an Index Warrant is the date that, but for Section 2.2(e), would be
the Exercise Date for such Index Warrant. [Notwithstanding anything in this
Agreement to the contrary, if a Depositary Participant (or Owner in the event
Definitive Certificates are issued) has specified in its irrevocable Exercise
Notice that such Exercise Notice is conditional (a "Conditional Exercise
Notice"), then such Conditional Exercise Notice shall be void and of no effect
(and shall be disregarded for all purposes of this Agreement) if [the closing
value of the Index on the Valuation Date (as defined below) (such Index value,
the "Reference Value") is more than [___________________] [above](1) [below](2)
the closing value of the Index on the Designated Exercise Date (or if such
Designated Exercise Date is not an Index Country Business Day (as defined
below), on the immediately preceding Index Country Business Day)] [describe
conditions applicable to Index Spread Warrants](3). As used in this Section
2.2, the "Valuation Date" for an Index Warrant shall be the Index Country
Business Day next succeeding the New York Business Day on which the Index
Warrant Agent has received (i) delivery of such Index Warrant [on the records
of the Depository free to the Index Warrant Account] [at the place or places
set forth in the Index Warrant Certificate] [, accompanied by payment in good
form of the Exercise Price] and
- ----------------------------------
[FN]
(1) In case of Index Put Warrants.
(2) In case of Index Call Warrants.
(2) In case of Index Spread Warrants.
[/FN]
11
<PAGE> 15
(ii) an Exercise Notice for such Index Warrant in good order in the form of
Exhibit [C-1] [C-2] to the Index Warrant Agreement, at or prior to [1:30 P.M.]
New York City time and if the Index Warrant Agent shall receive such delivery
of such Exercise Notice after [1:30 P.M.], New York City time, on such date,
the "Valuation Date" shall be the next Index Country Business Day following the
New York Business Day following the New York Business Day on which the Index
Warrant Agent received such Index Warrant and such Exercise Notice. In such
event, the Index Warrants delivered to the Index Warrant Agent with such
Conditional Exercise Notice shall be redelivered free through the facilities of
the Depositary to the account of such Depositary Participant (or returned to
the appropriate Owner by first class mail at the expense of the Company in the
event that Definitive Certificates are issued) together with a notice of
rejection substantially in the form set forth in Exhibit C-3 hereto.] As used
herein, "Index Country Business Day" means any day other than (i) a Saturday,
Sunday, legal holiday or other or a day on which banking institutions generally
in [name of Index country] [name of Base Index country and reference Index
country] are authorized and required by law or executive order to close or (ii)
a day on which the [names of relevant stock exchanges] are not open for
business.
(b) Following receipt of the Index Warrants[, the
Exercise Price] and the Exercise Notice related to such Index Warrants, the
Index Warrant Agent shall:
[(i) deposit all funds received by it as payment for the
exercise of Index Warrants to the account of the Company maintained with it for
such purpose on the date on which such Index Warrant is deemed exercised
[(unless otherwise instructed in writing by the Company)], advise the Company
by telephone and in writing, by facsimile transmission or otherwise, at the end
of each day on which such payment is received of the amount so deposited to its
account.]
(ii) promptly determine whether the Definitive Certificate
is in proper form, in the case of Index Warrants represented by a Definitive
Certificate, [whether the Exercise Price has been paid in full in proper form]
and whether the Exercise Notice has been duly completed and is in proper form
and, in the case of Index Warrants represented by the Index Warrant
Certificate, promptly verify that the entity that executed such notice is
listed as a Depositary Participant in the most recent published edition of the
Depositary's Eligible Corporate Securities Book (or comparable publication of a
successor Depositary ) and, if such entity is not listed therein, the Index
Warrant Agent shall make reasonable efforts to obtain telephonic verification
from the Depositary's [Planning] Department (telephone no. [( )
]) (or comparable department of a successor Depositary) that such entity is a
12
<PAGE> 16
Depositary Participant. If the Index Warrant Agent is unable through the
above-described procedures to verify that such entity is a Depositary
Participant or, in any case, if the Index Warrant Agent determines that the
Exercise Notice has not been duly completed or is not in proper form, that the
Definitive Certificate is not in proper form, [or that the Exercise Price has
not been paid in full in proper form,] the Index Warrant Agent shall reject the
Exercise Notice and shall send to the entity that executed such notice (or in
the event Definitive Certificates have been issued, to the Owner), a notice of
rejection substantially in the form set forth in Exhibit C-3 hereto and
redeliver the Index Warrants to which such rejected Exercise Notice relates
free through the facilities of the Depositary to the account from which they
were transferred (or in the event Definitive Certificates have been issued, to
the Owner) [and redeliver any payment of the Exercise Price which accompanied
such rejected Exercise Notice free through the facilities of the Depositary to
the account from which such payment was transferred (or in the event Definitive
Certificates have been issued, to the Owner)];
(iii) notify the Company by 5:00 P.M., New York City time, on
the New York Business Day such Exercise Notice is received (or deemed to have
been received) of the number of Index Warrants in respect of which Exercise
Notices, not rejected pursuant to clause (ii) above, were received (or deemed
to have been received) at or prior to [1:30 P.M.], New York City time, on such
date and the number of Conditional Exercise Notices (and the number of Index
Warrants to which such Conditional Exercise Notices relate);
(iv) before 5:00 P.M., New York City time, on the first
Index Country Business Day following the Designated Exercise Date for such
Index Warrants (or, if such Index Country Business Day is not a New York
Business Day, on the next succeeding New York Business Day), (x) after
obtaining the Reference Value, determine whether any Conditional Exercise
Notices have become void pursuant to Section 2.2(a), and if so promptly notify
the Company and send notice in the form of Exhibit C-3 hereto to the
appropriate Depositary Participant or Owner, as the case may be, and (y)
determine the aggregate number of Index Warrants covered by Exercise Notices
that have not become void pursuant to Section 2.2(a) or been rejected pursuant
to Section 2.2(b)(i) (the "Tendered Index Warrants");
(v) by 5:00 P.M., New York City time, on the first Index
Country Business Day following the Designated Exercise Date for the Tendered
Index Warrants (or the New York Business Day immediately succeeding such Index
Country Business Day if such Index Country Business Day is not a New York
Business Day) covered by such Exercise Notice determine pursuant to Section
2.2(e) the number of such Tendered Index Warrants for which the
13
<PAGE> 17
Designated Exercise Date shall be the Exercise Date (such Tendered Index
Warrants, "Exercised Index Warrants");
(vi) by 5:00 P.M., New York City time, on the Valuation
Date (or the New York Business Day immediately succeeding the Valuation Date if
the Valuation Date is not a New York Business Day) (x) obtain the Index Value
(and the exchange rate) to be used to determine the Cash Settlement Value, in
each case, applicable to such Exercised Index Warrants, (y) calculate and
advise the Company of the aggregate Cash Settlement Value with respect to such
Exercised Index Warrants and (z) send notice of confirmation of exercise in the
form set forth in Exhibit C-4 hereto (or, if applicable, Exhibit C-5 hereto) to
such Depositary Participant (or in the event Definitive Certificates have been
issued, to the Owners); and
(vii) promptly deliver a copy of such Exercise Notices to the
Company and advise the Company of such other matters relating to any of the
Index Warrants covered thereby, whether or not they constitute Tendered Index
Warrants or Exercised Index Warrants, as the Company shall reasonably request.
Any notice to be given to the Company by the Index Warrant Agent pursuant to
this Section 2.2 or Section 2.3 shall be by telephone (promptly confirmed in
writing) or telecopy (receipt to be promptly confirmed by telephone).
(c) With respect to all Index Warrants duly exercised or
deemed exercised on a date, the Company shall make available to the Index
Warrant Agent, on or before [1:30 P.M.] New York City time, on the fifth New
York Business Day following the Valuation Date for the relevant Index Warrants
(or, if such Valuation Date is not a New York Business Day, on the sixth New
York Business Day after such Valuation Date) (the "Settlement Date") funds in
an amount equal to, and for the payment of, the aggregate Cash Settlement Value
of such Exercised Index Warrants. Provided that the Company has made adequate
funds available to the Index Warrant Agent in a timely manner, which shall, in
no event, be later than [1:30 P.M.], New York City time, the Index Warrant
Agent will make payment available in the form of a check [or bank wire transfer
if the payment is greater than $_________] (i) in the case of exercise of Index
Warrants represented by the Index Warrant Certificate, to the appropriate
Depositary Participant after [1:30 P.M.], New York City time, but prior to the
close of business, on such Settlement Date, such payment to be in the amount of
the Cash Settlement Value in respect of the Exercised Index Warrants exercised
by such Depositary Participant and (ii) in the case of exercise of Index
Warrants represented by Definitive Certificates, to the appropriate Owner after
[1:30 P.M.], New York City time, but prior to the close of business, on such
Settlement Date, such payment to be in the amount of the Cash Settlement Value
of the Exercised Index Warrants exercised by such Owner. In the case of
payments by the Index Warrant
14
<PAGE> 18
Agent to a Depositary Participant, such Depositary Participant shall be
responsible for crediting the Cash Settlement Value of such Index Warrants to
the appropriate Owner.
(d) The Index Warrant Agent promptly shall cause its
records, which may be kept electronically, to be marked to reflect the
reduction in the number of Index Warrants represented by the Index Warrant
Certificates or Definitive Certificates, as the case may be, by the number of
such Index Warrants (i) for which it has received Exercise Notices in proper
form, (ii) that were delivered to the Index Warrant Account, in the case of
Index Warrants represented by the Index Warrant Certificate, or that were
surrendered to the Index Warrant Agent in the case of Index Warrants
represented by Definitive Certificates and (iii) for which payment has been
made as provided in Section 2.2(c) promptly after such delivery and payment.
(e) In the event that the aggregate number of Tendered
Index Warrants with respect to any single Designated Exercise Date (as
determined by the Index Warrant Agent pursuant to Section 2.2(b) (iii)) shall
equal or exceed [_______ ] (such number, the "Maximum Exercisable Number"), the
provisions of this Sections 2.2(e) shall apply to the exercise of such Index
Warrants.
(i) The Company may at its sole option, notify the Index
Warrant Agent in writing (including by facsimile transmission) not
later than [_________], New York City time, on the first Index Country
Business Day following such Designated Exercise Date (or, if such
Index Country Business Day is not a New York Business Day, on the next
succeeding New York Business Day) to the effect that the Company has
elected to exercise its option under this Section 2.2(e) to limit the
number of Index Warrants for which the Exercise Date will occur on
such Designated Exercise Date to a number (the "Elected Maximum
Number") not smaller than the Maximum Exercisable Number. If the
Index Warrant Agent shall not have received such notice by such time,
none of the following provisions in this Section 2.2(e) shall apply to
such Tendered Index Warrants, such Designated Exercise Date shall be
the Exercise Date for such Tendered Index Warrants and all of such
Tendered Index Warrants shall be deemed to be "Exercised Index
Warrants" for purposes of Section 2.2(b).
(ii) If the Index Warrant Agent shall have received the
notice contemplated by clause (i) above by the time specified in such
clause (i), then prior to 5:00 P.M., New York City time on the first
Index Country Business Day following such Designated Exercise Date
(or, if such Index Country Business Day is not a New York Business
Day, on the next succeeding New York Business Day), the Index Warrant
15
<PAGE> 19
Agent shall select [by lot or such other method as the Warrant Agent
deems appropriate] from all such Tendered Index Warrants, subject to
clause (iii) below, Tendered Index Warrants for which the Exercise
Date will occur on such Designated Exercise Date in an aggregate
amount equal to the Elected Maximum Number. Only the Tendered Index
Warrants so selected shall be deemed to be "Exercised Index Warrants"
for purposes of Section 2.2(b). The Tendered Warrants not so selected
are referred to herein as "Delayed Exercise Index Warrants" and shall
be subject to exercise as provided in clause (iii) below.
(iii) For purposes of this Section 2.2, each Delayed Exercise
Index Warrant shall be deemed to have a new Designated Exercise Date
on the New York Business Day next succeeding the original Designated
Exercise Date, and this Section 2.2 shall apply as if one or more
Exercise Notices with respect to the Delayed Exercise Index Warrants
had been received by the Index Warrant Agent prior to [1:30 P.M.], New
York City time, on such New York Business Day (except that (x) any
Delayed Exercise Index Warrant with respect to which any such deemed
Designated Exercise Date is on or after the [_____] New York Business
Day preceding the Expiration Date will be subject to Automatic
Exercise as provided in Section 2.3, (y) the Reference Value for any
Delayed Exercise Index Warrant covered by a Conditional Exercise
Notice shall in any event be determined by reference to the original
Designated Exercise Date therefor (or, if applicable, the first Index
Country Business Day preceding such original Designated Exercise Date)
and (z) the notice of confirmation of exercise with respect to Delayed
Exercise Index Warrants given by the Index Warrant Agent pursuant to
Section 2.2(b)(v) shall be in the form set forth in Exhibit C-5
hereto); provided, however, that, other than in the case of an
Automatic Exercise, in the event that the aggregate number of such
Delayed Exercise Index Warrants, together with any additional Tendered
Index Warrants for which the Designated Exercise Date is such New York
Business Day, shall again exceed the Maximum Exercisable Number, the
provisions of this Section 2.2(e) shall apply, mutatis mutandis, to
the exercise of such Delayed Exercise Index Warrants and such
additional Tendered Index Warrants; and provided, further, however,
that such Delayed Exercises Index Warrants shall in any event be given
priority over such additional Tendered Index Warrants in the selection
pursuant to clause (ii) above, and among such Delayed Exercise Index
Warrants, priority in such selections shall be given to Index Warrants
in the order of their original Designated Exercise Dates, with Index
Warrants having the same original Designated Exercise Date being
selected by lot as described in Section 2.2(e)(ii) above.
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<PAGE> 20
(iv) In connection with any issuance by the Company of
additional Index Warrants under this Agreement, the Company has the
right, but is not obligated, to increase the Maximum Exercisable
Number.
(f) For the purposes of this Index Warrant Agreement:
The "Cash Settlement Value" of an Exercised Index Warrant
(whether exercised automatically or by Exercise Notice) shall mean [_________]
[fraction of excess amount] [of the U.S. dollar equivalent (rounded to the
nearest [dollar] [cent])] [other currency] of [the amount, if any by which (i)
the Fixed Amount exceeds (ii) the Index Value](4) [the amount, if any, by which
(i) the Index Value exceeds (ii) the Fixed Amount](5) [the amount, if any, by
which [insert formula for determining Cash Settlement Value for Index Spread
Warrants]](6); provided that if such amount is less than zero, then the Cash
Settlement Value shall be zero.
[The "Fixed Amount" for any exercised Index Warrant shall be
[insert the definition set forth in the Prospectus Supplement]].(7)
[The "Index Value" for any exercised Index Warrant shall be
the closing value of the Index on the Valuation Date for such Index Warrants
(where [________] point[s] of the Index is treated as [fraction of Index
currency unit]) and shall be obtained by the Index Warrant Agent.](8)
[The exchange rate (or manner of calculating such rate) for
conversation of the [Fixed Amount], [the Exercise Price] and the [Index Value]
into U.S. dollars shall be [________] [set forth such rate or manner of
calculating such rate] and shall be obtained by the Index Warrant Agent. "U.S.
dollars", "U.S.$" or "$" are references to the currency of the United States of
America. "[Index currency]" [or "_______" are references to the currency of
[name of other country]].(9)
- ----------------------------------
[FN]
(4) In case of Index Put Warrants.
(5) In case of Index Call Warrants.
(6) In case of Index Spread Warrants.
(7) In case of Index Put Warrants or Index Call Warrants.
(8) In case of Index Put Warrants or Index Call Warrants.
(9) In case of Index Put Warrants or Index Call Warrants.
[/FN]
17
<PAGE> 21
[Insert definitions used to determine the Cash Settlement
Value for Index Spread Warrants].(10)
SECTION 2.3 Automatic Exercise of the Index Warrants.
(a) All Index Warrants with respect to which (i) there
has been no proper delivery to the Index Warrant Account, in the case of Index
Warrants represented by the Index Warrant Account Certificate, or which have
not been surrendered to the Index Warrant Agent, in the case of Index Warrants
represented by Definitive Certificates, or no valid Exercise Notice has been
received by the Index Warrant Agent at or prior to [1:30 P.M.], New York City
time, on the Expiration Date for such Index Warrants, (ii) the Exercise Date
for which has been postponed pursuant to Section 2.2(e) to a date on or after
the New York Business Day preceding the Expiration Date or (iii) there has been
no proper exercise on the New York Business Day on which the Index Warrants are
permanently delisted or suspended from the [name of U.S. national securities
exchange] and, at or prior to such delisting or suspension, the Index Warrants
have not been listed on another U.S. national securities exchange or quoted
through a self-regulatory organization (a "Self-Regulatory Organization") in
the United States which operates pursuant to rules and regulations of a
self-regulatory organization that are filed with the Securities and Exchange
Commission (the "Commission") pursuant to Section 19(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), will be deemed
automatically exercised on such Expiration Date without any requirement of
notice of exercise to the Index Warrant Agent. By 5:00 P.M., New York City
time, on the Expiration Date, the Index Warrant Agent shall advise the Company
of the number of unexercised Index Warrants outstanding after [1:30 P.M.], New
York City time, on such day. The Valuation Date for such Index Warrants shall
be the first Index Country Business Day following such Expiration Date.
(b) On the Valuation Date for the Index Warrants (or if
such Valuation Date is not a New York Business Day, on the next succeeding New
York Business Day), the Index Warrant Agent shall (i) determine the Cash
Settlement Value (in the manner provided in Section 2.2(f)) of the Index
Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M.,
New York City time, on such Valuation Date (or, if such Valuation Date is not a
New York Business Day, on the next succeeding New York Business Day) of the
Cash Settlement Value with respect to such Index Warrants and (iii) advise the
Company of such other matters relating to the automatically exercised Index
Warrants as the Company shall reasonably request. [Following the Expiration
Date, the Depositary shall deliver to the Index Warrant Agent one
- ----------------------------------
[FN]
(10) In case of Index Spread Warrants.
[/FN]
18
<PAGE> 22
or more certificates from the appropriate Depositary Participant in the form of
Exhibit D-1 attached hereto, dated no earlier than the Expiration Date,
executed by such Depositary Participant, setting forth the total number of
automatically exercised Index Warrants with respect to which the Depositary
Participant has received certification that the beneficial owners thereof are
not Index Country Residents. In the event that the Index Warrants
automatically exercised are represented by Definitive Certificates, the
appropriate Owner will deliver to the Index Warrant Agent (x) the Definitive
Warrant Certificates to be automatically exercised and (y) a certificate in the
form of Exhibit D-2 hereto, dated no earlier than the Expiration Date setting
forth the number of Index Warrants automatically exercised, and confirming that
such Owner is not an Index Country Resident.] On the Expiration Date all the
Index Warrants will be cancelled and will represent only a right to receive
[(i)] the Cash Settlement Value [(ii) minus the Exercise Price].
(c) Provided that the Company has made adequate funds
available to the Index Warrant Agent in a timely manner which shall, in no
event, be later than [1:30 P.M.], New York City time, on the fifth New York
Business Day following the Valuation Date for such automatically exercised
Index Warrants (or if such Valuation Date is not a New York Business Day, on
the sixth New York Business Day after such Valuation Date), the Index Warrant
Agent will make payment available in the form of a check [or a bank wire
transfer if the payment is greater than $_____________] (i) in the event that
the automatically exercised Index Warrants are represented by the Index Warrant
Certificate, to the Depositary, after [1:30 P.M.], New York City time, but
prior to the close of business, on the fifth New York Business Day following
the Valuation Date for such automatically exercised Index Warrants (or if such
Valuation Date is not a New York Business Day, on the sixth New York Business
Day after such Valuation Date), such check to be in the amount of [(i)] the
aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of
Index Warrants that have been automatically exercised and transferred to the
Index Warrant Account [and with respect to which the Depositary has notified
the Index Warrants Agent that the Depositary has received certification that
the beneficial owners have thereof are not Index Country Residents], and (ii)
in the event that the automatically exercised Index Warrants are represented by
Definitive Certificates, to the appropriate Owner, after [1:30 P.M.], New York
City time, but prior to the close of business, on the fifth New York Business
Day following the Valuation Date for such automatically exercised Index
Warrants (or if such Valuation Date is not a New York Business Day, on the
sixth New York Business Day after such Valuation Date) such check in the amount
of [(i)] the Cash Settlement Value [(ii) minus the Exercise Price] of the
automatically exercised Index Warrants delivered to the Index Warrant Agent by
such Owner [and for which the Index Warrant
19
<PAGE> 23
Agent has received certification that the appropriate Owner is not an Index
Country Resident]; provided, however, that the Index Warrant Agent shall
withhold payment of [(i)] the Cash Settlement Value [(ii) minus the Exercise
Price] with respect to any Index Warrants for which the Index Warrant Agent has
not received [(i)] the related Index Warrants through transfer of such Index
Warrants to the Index Warrant Account, in the case of Index Warrants
represented by the Index Warrant Certificate, or through delivery of the
Definitive Certificates, in the case of Index Warrants represented by
Definitive Certificates [, and (ii) certification that the beneficial owner of
such Index Warrants is not an Index Country Resident, dated no earlier than the
Expiration Date and in the form of Exhibit D-1 hereto, in the case of Index
Warrants represented by the Index Warrant Certificate, or Exhibit D-2 hereto,
in the case of the Index Warrants represented by Definitive Certificates]. If
pursuant to the immediately preceding sentence the Index Warrant Agent has not
withheld payment with respect to any Index Warrants, the Index Warrant Agent
shall promptly cancel the Index Warrant Certificate representing the Index
Warrants automatically exercised to this Section and deliver it to the Company.
If the Index Warrant Agent has withheld payment of the [(i)] Cash Settlement
Value [(ii) minus the Exercise Price] with respect to any Index Warrants, the
Index Warrant Agent shall act as a successor Depositary and cancel the Index
Warrant Certificate and deliver it to the Company only upon [receipt of
Certificates in the form of Exhibit D-1 to this Agreement from the appropriate
Depositary Participants with respect to all of the Index Warrants then
evidenced by the Index Warrant Certificate and] payment of the total [(i)] Cash
Settlement Value [(ii) minus the Exercise Price] withheld. The Index Warrant
Agent's sole responsibility as successor Depositary with respect to the
Unexercised Index Warrants shall be to pay the [(i)] Cash Settlement Value
[(ii) minus the Exercise Price] of such Index Warrants upon receipt of [(i)]
the related Index Warrants [and (ii) certificates in the form of Exhibits C-1
and C-2 to this Agreement from the appropriate Depositary Participants and
Owners, respectively.]
SECTION 2.4 Discontinuance or Modification of [the] [an]
Index.
(a) In the event that [the] [an] [Index is not calculated
and announced by [name of Index publisher] (the "Index Publisher")] [Base Index
is not calculated and announced by [name of Base Index Publisher] or the
Reference Index is not calculated and announced by [name of Reference Index
publisher] [each an "Index Publisher")] on a Valuation Date but is calculated
and publicly announced by another person or party not affiliated with the
Company and acceptable to the Company (the "Third Party"), the applicable Cash
Settlement Value shall nevertheless be calculated by reference to the value of
the closing quotation for
20
<PAGE> 24
the [Index] [Base Index or Reference Index] so calculated and announced by the
Third Party.
(b) In the event that prior to a Valuation Date [the]
[an] Index Publisher or the Third Party makes a material change in the formula
for or the method of calculating the [relevant] Index, the Company shall
promptly appoint an investment or commercial bank of international standing
that is not an affiliate of the Company (the "Independent Expert") who shall
make such calculations as may be required to determine the applicable Cash
Settlement Value using the formula and method of calculating [the] [such] Index
as in effect prior to such change or modification.
(c) If on a Valuation Date neither [the] [an] Index
Publisher nor any Third Party is calculating and disseminating the [relevant]
Index and neither has provided any successor index, the Company shall promptly
appoint an Independent Expert who shall make such calculations as it determines
may be required to determine the applicable Cash Settlement Value using the
formula and method of calculating the [relevant] Index as in effect on the date
[the] [such] Index was last so calculated.
(d) If any of the events referred to in Sections 2.4(a)
through (c) occur, the Company shall promptly make available information
regarding the composition, method of calculation and current level of the
[relevant] Index or successor index upon written request to the Company's
offices at One Chase Manhattan Plaza, New York, New York 10081, Attention:
[___________]. In addition, the Company will undertake reasonable efforts to
ensure that such information is publicly available. In the event [the] [an]
Index Publisher elects to suspend or discontinue calculating or announcing the
[relevant] Index, the Company will so notify Owners by giving notice to the
Depositary.
SECTION 2.5 Covenant of the Company. The Company covenants,
for the benefit of the Owners, that (i) it will cause the Index Warrants to be
listed on [name of U.S. national securities exchange] and (ii) until the
Expiration Date, it will not seek the delisting of the Index Warrants from, or
permanent suspension of their trading on, [name of U.S. national securities
exchange] unless prior to such delisting or suspension the Index Warrants shall
have been listed, and shall be trading, on another U.S. national securities
exchange or shall be quoted through a Self- Regulatory Organization.
SECTION 2.6 Return of the Index Warrant Certificate. At such
time as all of the Index Warrants have been exercised, deemed automatically
exercised or otherwise cancelled, the Index Warrant Agent shall return the
cancelled Index Warrant Certificate to the Company.
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<PAGE> 25
SECTION 2.7 Return of Moneys Held Unclaimed for Two Years.
Any moneys deposited with or paid to the Index Warrant Agent for the payment of
the Cash Settlement Value of any Index Warrants and not applied but remaining
unclaimed for two years after the date upon which such Cash Settlement Value
shall have become due and payable, shall be repaid by the Index Warrant Agent
to the Company, and the Owner of such Index Warrants shall thereafter look only
to the Company for any payment which such Owner may be entitled to collect and
all liability of the Index Warrant Agent with respect to such moneys shall
thereupon cease; provided, however, that the Index Warrant Agent, before making
any such repayment, may at the expense of the Company notify the Owners
concerned that said moneys have not been so applied and remain unclaimed and
that after a date named therein any unclaimed balance of said moneys then
remaining will be returned to the Company.
SECTION 2.8 Designation of Agent for Receipt of Notice. The
Company may from time to time designate in writing to the Index Warrant Agent a
designee for receipt of all notices to be given by the Index Warrant Agent
pursuant to this Article II and all such notices thereafter shall be given in
the manner herein provided by the Index Warrant Agent to such designee and each
such notice shall be as effective as if given directly to the Company.
ARTICLE III
OTHER PROVISIONS RELATING TO
RIGHTS OF OWNERS
SECTION 3.1 Owners of Index Warrants May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any Owner, without the
consent of the Index Warrant Agent, may, in and for his own behalf and for his
own benefit, enforce and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, or otherwise in respect of,
his right to exercise and to receive payment for his Index Warrants as provided
in the Index Warrant Certificate and in this Agreement.
SECTION 3.2 Consolidation, Merger or Other Disposition. If
at any time the Company shall consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets
substantially as an entirety to another person, then in any such event the
successor or assuming corporation or entity shall succeed to and be substituted
for the Company, with the same effect as if it had been named as the Company
herein and in the Index Warrants; the Company, except in the event of a lease,
shall thereupon be relieved of any further obligation hereunder or under the
Index Warrants, and, in the event of any such consolidation, merger,
conveyance, transfer or
22
<PAGE> 26
lease, the Company as the predecessor corporation may thereupon or at any time
thereafter be dissolved, wound up or liquidated. Such successor or assuming
corporation shall expressly assume, by an amendment to this Agreement, executed
and delivered to the Index Warrant Agent, in form satisfactory to such Index
Warrant Agent, the due and punctual payment of any and all amounts payable by
the Company pursuant to this Agreement and the performance of every covenant of
this Agreement on the part of the Company to be performed or observed. Such
successor or assuming corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, a new Index Warrant
Certificate representing the Index Warrants not theretofore exercised, in
exchange and substitution for the Index Warrant Certificate theretofore issued.
Such Index Warrant Certificate shall in all respects have the same legal rank
and benefit under this Agreement as the Index Warrant Certificate theretofore
issued in accordance with the terms of this Agreement as though such new Index
Warrant Certificate had been issued at the date of the execution hereof. In
any case of any such consolidation, merger, conveyance, transfer or lease of
substantially all of the assets of the Company, such changes in phraseology and
form (but not in substance) may be made in the new Index Warrant Certificates
as may be appropriate.
The Index Warrant Agent may receive a written opinion of legal
counsel as conclusive evidence that any such consolidation, merger, conveyance,
transfer or lease of substantially all of the assets of the Company complies
with the provisions of this Section 3.2
ARTICLE IV
CANCELLATION OF INDEX WARRANTS
SECTION 4.1 Cancellation of Index Warrants. In the event the
Company shall purchase or otherwise acquire Index Warrants, such Index Warrants
may, at the option of the Company, be surrendered free through a Depositary
Participant for credit to the account of the Index Warrant Agent maintained at
the Depositary, and if so credited, the Index Warrant Agent shall promptly note
the cancellation of such Index Warrants by notation on the records of the Index
Warrant Agent. Such Index Warrants may also, at the option of the Company, be
resold by the Company directly to or through any of its affiliates in lieu of
being surrendered to the Depositary. No Definitive Certificate shall be
countersigned in lieu of or in exchange for any Index Warrant which is
cancelled as provided herein, except as otherwise expressly permitted by this
Agreement.
SECTION 4.2 Treatment of Owners. The Company, the Index
Warrant Agent and any agent of the Company or the Index Warrant Agent may deem
and treat the person in whose name an
23
<PAGE> 27
Index Warrant Certificate shall be registered in the records of the Index
Warrant Agent as the Owners of all right, title and interest in such Index
Warrant Certificate (notwithstanding any notation of ownership or other writing
thereon) for any purpose and as the person entitled to exercise the right
represented by the Index Warrants evidenced thereby, and neither the Company
nor the Index Warrant Agent, nor any agent of the Company or the Index Warrant
Agent shall be affected by any notice to the contrary, except that the Index
Warrant Agent and the Company shall be entitled to rely on and act pursuant to
instructions of Depositary Participants as contemplated by Article II of this
Agreement. This Section 4.2 shall be without prejudice to the rights of Owners
as described elsewhere herein.
SECTION 4.3 Payment of Taxes. The Company will pay all
documentary stamp taxes attributable to the initial issuance of Index Warrants;
provided, however, that the Company shall not be required to pay any tax or
other governmental charge which may be payable in respect of any transfer
involving any beneficial or record interest in or ownership interest of any
Index Warrants.
ARTICLE V
CONCERNING THE INDEX WARRANT AGENT
SECTION 5.1 Index Warrant Agent. The Company hereby appoints
[___________________] as Index Warrant Agent of the Company in respect of the
Index Warrants and the Index Warrant Certificate upon the terms and subject to
the conditions set forth herein and in the Index Warrant Certificate; and
[_______________] hereby accepts such appointment. The Index Warrant Agent
shall have the powers and authority granted to and conferred upon it in the
Index Warrant Certificate and hereby and such further powers and authority
acceptable to it to act on behalf of the Company as the Company amy hereafter
grant to or confer upon it. All of the terms and provisions with respect to
such powers and authority contained in the Index Warrant Certificate are
subject to and governed by the terms and provisions hereof.
SECTION 5.2 Conditions of Index Warrant Agent's Obligations.
The Index Warrant Agent accepts its obligations herein set forth upon the terms
and conditions hereof and of the Index Warrant Certificate, including the
following, to all of which the Company agrees and to all of which the rights
hereunder of the Owners from time to time of the Index Warrants shall be
subject:
(a) The Company agrees promptly to pay the Index Warrant
Agent the compensation to be agreed upon with the Company for all
services rendered by the Index Warrant Agent and to reimburse the
Index Warrant Agent for its reasonable out-of-pocket expenses
(including reasonable attorneys' fees
24
<PAGE> 28
and expenses) incurred by the Index Warrant Agent without negligence,
bad faith or breach of this Agreement on its part in connection with
the services rendered by it hereunder. The Company also agrees to
indemnify the Index Warrant Agent for, and to hold it harmless
against, any loss, liability or expense (including reasonable
attorneys' fees and expenses) incurred without negligence, bad faith
or breach of this Agreement on the part of the Index Warrant Agent,
arising out of or in connection with its acting as such Index Warrant
Agent hereunder or with respect to the Index Warrants, as well as the
reasonable costs and expenses of defending against any claim of
liability in connection with the exercise or performance at any time
of its power or duties hereunder or with respect to the Index
Warrants. The obligations of the Company under this subsection (a)
shall survive the exercise of the Index Warrant Certificates and the
resignation or removal of the Index Warrant Agent.
(b) In acting under this Index Warrant Agreement and in
connection with the Index Warrants, the Index Warrant Agent is acting
solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the Owners or the
registered Holder of the Index Warrant Certificate.
(c) The Index Warrant Agent may consult with counsel
satisfactory to it, which may include counsel for the Company, and the
written opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the
opinion of such counsel.
(d) The Index Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted or
thing suffered by it in reliance upon any Index Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other
paper of document reasonably believed by it to be genuine and to have
been presented or signed by the proper parties.
(e) The Index Warrant Agent, and its officers, directors
and employees, may become the Owner of, or acquire any interest in,
any Index Warrants or other obligations of the Company, with the same
rights that it or they would have if it were not such Index Warrant
Agent, officer, director or employee, and, to the extent permitted by
applicable law, it or they may engage or be interested in any
financial or other transaction with the Company and may act on, or as
depository, trustee or agent for, any committee or body of Owners of
Index Warrants or other obligations of the Company
25
<PAGE> 29
as freely as if it were not such Index Warrant Agent, officer,
director or employee hereunder.
(f) The Index Warrant Agent shall not be under any
liability for interest on any moneys at any time received by it
pursuant to any of the provisions of this Agreement or of the Index
Warrant Certificate.
(g) The Index Warrant Agent shall not be under any
responsibility with respect to the validity or sufficiency of this
Agreement or the execution and delivery hereof (except the due
execution and delivery hereof by the Index Warrant Agent) or with
respect to the validity or execution of the Index Warrant Certificate
(except its countersignature thereof).
(h) The recitals contained herein and in the Index
Warrant Certificate (except as to the Index Warrant Agent's
countersignature thereon) shall be taken as the statements of the
Company and the Index Warrant Agent assumes no responsibility for the
correctness of the same.
(i) The Index Warrant Agent shall be obligated to perform
only such duties as are herein and in the Index Warrant Certificate
specifically set forth and no implied duties or obligations shall be
read into this Agreement or the Index Warrant Certificate against the
Index Warrant Agent. The Index Warrant Agent shall not be under any
obligation to take any action hereunder likely to involve it in any
expense or liability, the payment of which is not, in its reasonable
opinion, assured to it. The Index Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the
Company of the Index Warrant Certificate countersigned by the Index
Warrant Agent and delivered by it to the Company pursuant to this
Agreement or for the application by the Company of any proceeds of the
Index Warrant Certificates. The Index Warrant Agent shall have no
duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the
Index Warrant Certificate or in the case of the receipt of any written
demand from an Owner of an Index Warrant with respect to such default,
except as provided in Section 6.2 hereof, including, without limiting
the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or
to make any demand upon the Company.
(j) Unless specifically provided herein or in the Index
Warrant Certificate, any order, certificate, notice, request,
direction or other communication from the Company made or given by the
Company under any provision of this
26
<PAGE> 30
Agreement shall be sufficient if signed by its [___________] or any
[___________________].
SECTION 5.3 Compliance With Applicable Laws. The Index
Warrant Agent agrees to comply with all applicable federal and state laws in
respect of the services rendered by it under this Agreement and in connection
with the Index Warrants, including (but not limited to) the provisions of
United States federal income tax laws regarding information reporting and
backup withholding. The Index Warrant Agent expressly assumes all liability
for failure to comply with such laws, including (but not limited to) any
liability for failure to comply with any applicable provisions of United States
federal income tax laws regarding information reporting and backup withholding.
SECTION 5.4 Resignation and Appointment of Successor. (a)
The Company agrees, for the benefit of the Owners from time to time of the
Index Warrants, that there shall at all times be an Index Warrant Agent
hereunder until all the Index Warrants are no longer exercisable.
(b) The Index Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective,
subject to the appointment of a successor Index Warrant Agent and acceptance of
such appointment by such successor Index Warrant Agent, as hereinafter
provided. The Index Warrant Agent hereunder may be removed at any time by the
filing with it of an instrument in writing signed by or on behalf of the
Company and specifying such removal and the date when it shall become
effective. Such resignation or removal shall take effect upon the appointment
by the Company, as hereinafter provided, of a successor Index Warrant Agent
(which shall be a banking institution organized under the laws of the United
States of America, or one of the states thereof or the District of Columbia,
having an office or an agent's office [south of Chambers Street] in the Borough
of Manhattan, The City of New York and authorized under such laws to exercise
corporate trust powers) by an instrument in writing filed with such successor
Index Warrant Agent and the acceptance of such appointment by such successor
Index Warrant Agent. In the event a successor Index Warrant Agent has not been
appointed and has not accepted its duties within 90 days of the Index Warrant
Agent's notice of resignation, the Index Warrant Agent may apply to any court
of competent jurisdiction for the designation of a successor Index Warrant
Agent.
(c) In case at any time the Index Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or make an assignment for the benefit of its creditors
or consent to the appointment of a receiver or custodian of all or any
substantial part of its
27
<PAGE> 31
property, or shall admit in writing its inability to pay or meet its debts as
they mature, or if a receiver or custodian of it or all or any substantial part
of its property shall be appointed, or if an order of any court shall be
entered approving any petition filed by or against it under the provisions of
any applicable bankruptcy or similar law, or if any public officer shall have
taken charge or control of the Index Warrant Agent or its property or affairs,
for the purpose of rehabilitation, conservation, or liquidation, a successor
Index Warrant Agent, qualified as aforesaid, shall be appointed by the Company
by an instrument in writing, filed with the successor Index Warrant Agent.
Upon the appointment as aforesaid of a successor Index Warrant Agent and
acceptance by the latter of such appointment, the Index Warrant Agent so
superseded shall cease to be Index Warrant Agent hereunder.
(d) Any successor Index Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Index Warrant Agent, without any further act, deed or conveyance, shall become
vested with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Index Warrant Agent hereunder, and such predecessor, upon payment of its
charges and disbursements then unpaid, shall thereupon become obligated to
transfer, deliver and pay over, and such successor Index Warrant Agent shall be
entitled to receive, all moneys, securities and other property on deposit with
or held by such predecessor, as Index Warrant Agent hereunder.
(e) Any corporation into which the Index Warrant Agent hereunder
may be merged or converted or any corporation with which the Index Warrant
Agent may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Index Warrant Agent shall be a party,
or any corporation to which the Index Warrant Agent shall sell or otherwise
transfer all or substantially all of the assets and business of the Index
Warrant Agent, provided that it shall be qualified as aforesaid, shall be the
successor Index Warrant Agent under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties
hereto.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Modification, Supplementation or Amendment. (a)
This Agreement may be modified, supplemented or amended by the Company and the
Index Warrant Agent, without the consent of the registered Holder of the Index
Warrant Certificate or the Owners, for the purpose of curing any ambiguity, or
of
28
<PAGE> 32
curing, correcting or supplementing any defective provision contained herein or
in such Index Warrant Certificate, maintaining the listing of any Index
Warrants on any U.S. national securities exchange or the quotation of any Index
Warrant through a Self-Regulatory Organization or registration of such Index
Warrants under the Exchange Act, permitting the issuance of Index Warrants in
definitive form in accordance with Section 1.1(a), reflecting the issuance by
the Company of additional Index Warrants of the same issue or reflecting the
appointment of a successor depositary in accordance with Section 1.1(d) or in
any other manner which the Company may deem necessary or desirable; provided
that such action shall not materially adversely affect the interests of the
Owners of Index Warrants. Notwithstanding anything in this Section 6.1 to the
contrary, this Agreement may not be amended to provide for the countersigning
by the Index Warrant Agent of Index Warrant Certificates evidencing in the
aggregate in excess of [_______] Index Warrants unless and until the Index
Warrant Agent has received notice from [name of Stock Exchange] or any
successor U.S. national securities exchange or Self-Regulatory Organization
that the additional Index Warrants in excess of [_____________] have been
approved for listing on such exchange or quotation through such Self-Regulatory
Organization.
(b) The Company and the Index Warrant Agent may modify or amend
this Agreement and the Index Warrant Certificate, with the consent of the
Owners of not fewer than a majority in number of the then outstanding
unexercised Index Warrants affected by such modification or amendment, for any
purpose; provided, however, that no such modification or amendment that
increases the Exercise Price, [decreases the Fixed Amount,](11) [increases the
Fixed Amount,](12) [describe prohibited modifications to Index Spread
Warrants](13) shortens the period of time during which the Index Warrants may be
exercised, increases the minimum or decreases the maximum number of Index
Warrants that may be exercised by or on behalf of any one Owner at any one
time, changes the formula for determining the Cash Settlement Value, [insert
other prohibited modifications or amendments] or otherwise materially and
adversely affects the exercise rights of the Owners or reduces the number of
outstanding Index Warrants the consent of the Owners of which is required for
modification, supplementation or amendment of this Agreement or the Index
Warrant Certificate, may be made without the consent of each Owner affected
thereby. Prior to the issuance of any Definitive Certificates pursuant to
Section 1.1(a), the Company and the
- ----------------------------------
[FN]
(11) In case of Index Put Warrants.
(12) In case of Index Call Warrants.
(13) In case of Index Spread Warrants.
[/FN]
29
<PAGE> 33
Index Warrant Agent shall be entitled to rely upon any certification in form
satisfactory to each of them that any requisite consent has been obtained from
Holders of beneficial ownership interests in the Index Warrant Certificate.
Such certification may be provided by Depositary Participants acting on behalf
of such beneficial owners of Index Warrants, provided that any such
certification is accompanied by a certification from the Depositary as to the
Index Warrant holdings of such Depositary Participants.
SECTION 6.2 Notices and Demands to the Company and Index
Warrant Agent. If the Index Warrant Agent shall receive any notice or demand
addressed to the Company by any Owner pursuant to the provisions of the Index
Warrant Certificate, the Index Warrant Agent shall promptly forward such notice
or demand to the Company.
SECTION 6.3 Addresses for Notices. Any communications from
the Company to the Index Warrant Agent with respect to this Agreement shall be
addressed to [name of Index Warrant Agent], [address, New York, New York _____]
(facsimile: [_____________]) (telephone: [____________]), Attention:
Corporate Trust Department; any communications from the Index Warrant Agent to
the Company with respect to this Agreement shall be addressed to The Chase
Manhattan Corporation, One Chase Manhattan Plaza, New York, New York 10081
(facsimile: [_______ __]) (telephone: 212-[ ]), Attention:
[_________] (or such other address as shall be specified in writing to the
other parties hereto by the Index Warrant Agent or the Company, respectively).
SECTION 6.4 Notices to Owners. The Company or the Index
Warrant Agent may cause to have notice given to the Owners of Index Warrants by
providing the Depositary with a form of notice to be distributed by the
Depositary to Depositary Participants in accordance with the custom and
practices of the Depositary.
SECTION 6.5 Governing Law. The validity, interpretation and
performance of this Agreement and each Index Warrant issued hereunder and of
the respective terms and provisions thereof shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 6.6 Obtaining of Governmental Approvals. The Company
will from time to time use its best efforts to obtain and keep effective any
and all permits, consents and approvals of governmental agencies and
authorities and the [name of U.S. national securities exchange] and filings
under the United States federal and state laws, which may be or become required
in connection with the issuance, sale, trading, transfer or delivery of the
Index Warrants, the Index Warrant Certificate and the exercise of the Index
Warrants.
30
<PAGE> 34
SECTION 6.7 Persons Having Rights Under the Index Warrant
Agreement. Nothing in this Agreement expressed or implied and nothing that may
be inferred from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company, the Index Warrant Agent, the registered Holder of the Index Warrant
Certificate and the Owners any right, remedy or claim under or by reason of
this Agreement or of any covenant, condition, stipulation, promise or agreement
hereof; and all covenants, conditions, stipulations, promises and agreements in
this Agreement shall be for the sole and exclusive benefit of the Company and
the Index Warrant Agent and their successors and of the registered Holder of
the Index Warrant Certificate and the Owners.
SECTION 6.8 Headings. The descriptive headings of the
several Articles and Sections and the Table of Contents of this Agreement are
for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
SECTION 6.9 Counterparts. This Agreement may be executed by
the parties hereto in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original; but all such
counterparts shall together constitute but one and the same instrument.
SECTION 6.10 Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Index Warrant Agent, for inspection by the registered
Holder of the Index Warrant Certificate, Depositary Participants, Indirect
Participants and Owners.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the day and year first above written.
THE CHASE MANHATTAN CORPORATION
By:
---------------------------------------
[Title]
[Name of Index Warrant Agent]
By:
---------------------------------------
[Title]
31
<PAGE> 35
EXHIBIT A-1
[Legend Required By Depository]
[NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS
WARRANT UNLESS THE INDEX WARRANT AGENT HAS
RECEIVED THE CERTIFICATION DESCRIBED IN THE
INDEX WARRANT AGREEMENT]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE
INDEX WARRANT AGENT AS PROVIDED HEREIN
No. CUSIP No. [__________]
BOOK-ENTRY INDEX WARRANT CERTIFICATE
representing
[up to __________] [insert name of index/indices] Index
[Put/Call/Spread] Warrants
Expiring [__________, 19___]
THE CHASE MANHATTAN CORPORATION
This certifies that [____________________] or registered
assigns is the registered Holder of [insert name of Index/Indices] Index
[Put/Call/Spread] Warrants (the "Index Warrants") or such lesser amount as is
indicated in the records of [name of Index Warrant Agent], as Index Warrant
Agent. Each Index Warrant entitles the beneficial owner thereof (an "Owner"),
subject to the provisions contained herein and in the Index Warrant Agreement
referred to below, to receive the [U.S. dollars] [other currency] from The
Chase Manhattan Corporation (the "Company") the Cash Settlement Value (as
defined herein). In no event shall any Owners be entitled to any interest on
any Cash Settlement Value.
Subject to the terms of the Index Warrant Agreement and the
limitations described herein, the Index Warrants may be irrevocably exercised
[on any New York Business Day from their date of issuance until [1:30 P.M.],
New York City time,] on (i) [the date upon which the right to exercise the
Index Warrants expires or, if such date is not a New York Business Day (as
defined in the Index Warrant Agreement), on the next succeeding New York
Business Day] [__________, 199_] (the "Expiration Date") or (ii) the date of
automatic exercise or cancellation as further described below and as provided
in the Index Warrant Agreement. Except in the case of exercise on the
Expiration Date, automatic exercise or cancellation as described below, not
fewer than [__________] [or more than] Index Warrants may be exercised by or on
behalf of any one Owner on any one day. References herein to
A-1-1
<PAGE> 36
"U.S. dollars" or "U.S.$" are to the currency of the United States of America.
References to "[name of Index currency]" or "[__________]" are to the currency
of [name of Index Country]. As used herein, the term "New York Business Day"
means any day other than a Saturday, Sunday, legal holiday or other day on
which the [New York Stock Exchange] [American Stock Exchange] or [relevant
futures and options exchanges on which the underlying securities trade] is not
open for securities trading or banking institutions generally in The City of
New York are authorized or required by law or executive order to close; "Index
Country Business Day" means any day other than (i) a Saturday, Sunday, legal
holiday or other or a day on which banking institutions generally in [name of
Index Country] [name of Base Index Country or Reference Index Country] are
authorized or required by law or executive order to close or (ii) a day on
which the [names of relevant stock exchanges] [is/are] not open for business[;
and "Index Country Resident" means a resident of, or any corporation or other
entity organized under the laws of, [name of Index country] [name of Base Index
Country or Reference Index country], its territories, its possessions or other
areas subject to its jurisdiction].
This Index Warrant Certificate is issued under and in
accordance with the Index Warrant Agreement, dated as of [__________, 19_] (the
"Index Warrant Agreement"), between the Company and the Index Warrant Agent,
and is subject to the terms and provisions contained in the Index Warrant
Agreement, to all of which terms and provisions all Owners of the Index
Warrants represented by this Index Warrant Certificate and the registered
Holder of this Index Warrant Certificate consent by acceptance hereof by the
Depositary (as defined below). Copies of the Index Warrant Agreement are on
file at the principal corporate trust office of the Index Warrant Agent in New
York City. Except as provided in the Index Warrant Agreement, Owners will not
be entitled to receive definitive certificates evidencing their Index Warrants.
Index Warrant holdings will be held through a depositary selected by the
Company which initially is [The Depositary Trust Company] (the "Depositary",
which term, as used herein, includes any successor depositary selected by the
Company) as further provided in the Index Warrant Agreement.
Capitalized terms included herein but not defined herein have
the meanings assigned thereto in the Index Warrant Agreement.
The Cash Settlement Value of an exercised Index Warrant
(whether exercised automatically or by notice) shall mean [insert fraction] of
[the U.S. dollar equivalent (rounded to the nearest [dollar][cent])] of [the
amount, if any, by which (i) the Fixed
A-1-2
<PAGE> 37
Amount exceeds (ii) the Index Value](14) [the amount, if any, by which (i) the
Index Value exceeds (ii) the Fixed Amount](15) [the amount, if any, by which
[insert formula for determining cash settlement value of Index Spread
Warrants](16); provided that, if such amount is less than zero, then the Cash
Settlement shall be zero. The "Index Value" for any exercised Index Warrants
shall be the closing value of the Index on the Valuation Date (as defined
herein) for such Index Warrants (where [ ] point[s] of the Index is treated
as [fraction of Index currency unit]) and shall be obtained by the Index
Warrant Agent. The "Fixed Amount" for any exercised Index Warrant shall be
[insert the definition set forth in the Prospectus Supplement](17). [Insert
definitions used to determine the Cash Settlement Value for Index Spread
Warrants.](18) [The exchange rate (or manner of calculating such rate) for
conversion of the [Fixed Amount], [the Exercise Price] and the [Index Value]
into U.S. dollars shall be [_____] [set forth such rate or manner of
calculating such rate] and shall be obtained by the Index Warrant Agent.]
["Index Currency"] or ["__________"] are references to the currency of [Name of
other country]].(19) [Insert definitions used to determine the Cash Settlement
value for Index Spread Warrants](20)
Except in the case of automatic exercise on the Expiration
Date or cancellation, suspension or delay as further provided below and in the
Index Warrant Agreement, the "Valuation Date" for an Index Warrant shall be the
Index Country Business Day next succeeding the New York Business Day on which
the Index Warrant Agent has received (i) delivery of such Index Warrant on the
records of the Depository free to the Index Warrant Account [, accompanied by
payment in good form of the Exercise Price] and (ii) an Exercise Notice for
such Index Warrant in good order in the form of Exhibit C-1 to the Index
Warrant Agreement, [which shall include certification that the exercising Owner
is not an Index County Resident,] at or prior to [1:30 P.M.], New York City
time and if the Index Warrant Agent shall receive such delivery
- ----------------------------------
[FN]
(14) In case of Index Put Warrants.
(15) In case of Index Call Warrants.
(16) In case of Spread Index Warrants.
(17) In case of Index Put Warrants or Index Call Warrants.
(18) In case of Index Spread Warrants.
(19) In the case of Index Put Warrants or Index Call Warrants.
(20) In case of Index Spread Warrants.
[/FN]
A-1-3
<PAGE> 38
of such Exercise Notice after [1:30 P.M.], New York City time, on such date,
the Valuation Date shall be the next Index Country Business Day following the
New York Business Day following the New York Business Day on which the Index
Warrant Agent received such Index Warrant and such Exercise Notice. Any
delivery of an Index Warrant [, the Exercise Price] or Exercise Notice received
after [1:30 P.M.], New York City time, on the Expiration Date shall be void and
of no effect and shall be deemed not to have been delivered, and the Index
Warrants with respect to which such late delivery or Exercise Notice relates
shall be exercised in accordance with the third succeeding paragraph hereof. A
Depositary Participant may specify in its irrevocable Exercise Notice that such
Exercise Notice is conditional (the "Conditional Exercise Notice"), then such
Conditional Exercise Notice shall be void and of no effect (and shall be
disregarded for all purposes of the Index Warrant Agreement) if the closing
value of the Index on the Valuation Date is more than [________] [above](21)
[below],(22) the closing value of the Index on the date upon which the
Conditional Exercise Notice is received (or deemed to have been received) and
not rejected by the Index Warrant Agent (or if such date is not an Index
Country Business Day, on the immediately preceding Index Country Business Day)]
[describe conditions applicable to Index Spread Warrants].(23)
If the Exercise Notice is not rejected as provided in the
Index Warrant Agreement, the Index Warrant Agent will determine the Cash
Settlement Value of the exercised Index Warrants as provided in the Index
Warrant Agreement. Provided that the Company has made adequate funds available
to the Index Warrant Agent in a timely manner, the Index Warrant Agent will
make payment in the form of a check [or bank wire transfer if the payment is
greater than $______] available to the appropriate Depositary Participant which
shall be responsible for crediting the Cash Settlement Value of Index Warrants
to appropriate Owners, on the fifth Business Day following the Valuation Date
(or, if such Valuation Date is not a New York Business Day, on the sixth New
York Business Day after such Valuation Date) (the "Settlement Date"), all as
provided in the Index Warrant Agreement, such payment to be in the amount of
the Cash Settlement Value in respect of Index Warrants exercised by such
Depositary Participant.
- ----------------------------------
[FN]
(21) In case of Index Put Warrants.
(22) In case of Index Call Warrants.
(23) In case of Index Spread Warrants.
[/FN]
A-1-4
<PAGE> 39
The Index Warrant Agent will promptly cause its records to be
marked to reduce the number of Index Warrants represented by this Index
Warrants Certificate by the number of Index Warrants (i) for which it has
received an Exercise Notice in proper form, (ii) that were delivered to the
Index Warrant Account, and (iii) for which payment has been made.
All Index Warrants with respect to which either (i) no
delivery of Index Warrants to the Index Warrant Account has occurred or no
valid Exercise Notice has been received by the Index Warrant Agent at or prior
to [1:30 P.M.], New York City time, on the Expiration Date for such Index
Warrants, (ii) the Exercise Date which has been postponed pursuant to Section
2.2(e) of the Index Warrant Agreement to a date on or after the New York
Business Day preceding the Expiration Date or (iii) there has been no proper
exercise on the New York Business Day on which the Index Warrants are
permanently delisted or suspended from the [name of U.S. national securities
exchange] and, at or prior to such delisting or suspension, the Index Warrants
have not been listed on another U.S. national securities exchange or quoted
through a Self- Regulatory Organization (as defined in the Index Warrant
Agreement) (the "Unexercised Index Warrants"), will be deemed automatically
exercised on such Expiration Date without any requirement of notice of exercise
to the Index Warrant Agent. The Valuation Date for such Index Warrants shall
be the first Index Country Business Day following such Expiration Date.
By 5:00 P.M., New York City time, on the Expiration Date, the
Index Warrant Agent shall advise the Company of the number of Unexercised
Warrants outstanding after [1:30 P.M.], New York City time, on such day. On
the Valuation Date for such Index Warrants (or if such Valuation Date is not a
New York Business Day, then the next succeeding New York Business Day), the
Index Warrant Agent shall (i) determine the Cash Settlement Value (in the
manner provided in Section 2.2(f) of the Index Warrant Agreement) of the Index
Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M.,
New York City time, on such Valuation Date of the Cash Settlement Value with
respect to such Index Warrants and (iii) advise the Company of such other
matters relating to the automatically exercised Index Warrants as the Company
shall reasonably request. Following the Expiration Date the Depositary shall
deliver to the Index Warrant Agent one or more certificates in the form of
Exhibit D-1 to the Index Warrant Agreement executed by the relevant Depositary
Participants setting forth the total number of automatically exercised Index
Warrants with respect to which such Depository Participants have received
certification that the beneficial owners thereof are not Index Country
Residents.
A-1-5
<PAGE> 40
Provided that the Company has made adequate funds available to
the Index Warrant Agent in a timely manner which shall, in no event, be later
than [1:30 P.M.], New York City time, on the fifth New York Business Day
following the Valuation Date for such automatically exercised Index Warrants
(or, if such Valuation Date is not a New York Business Day, on the sixth New
York Business Day after such Valuation Date), the Index Warrant Agent will make
its check [or bank wire transfer if the payment is greater than $_________]
available to the Depositary, after [1:30 P.M.], New York City time, but prior
to the close of business, on such fifth New York Business Day following the
Valuation Date for such Index Warrants (or, if such Valuation Date is not a New
York Business Day, on the sixth New York Business Day after such Valuation
Date), such check to be in the amount of the [(i)] aggregate Cash Settlement
Value [(ii) minus the Exercise Price] in respect of Index Warrants that have
been automatically exercised, transferred to the Index Warrant Account and with
respect to which the Depositary has notified the Index Warrant Agent that the
Depositary has received certification that the beneficial owners thereof are
not Index Country Residents; provided, however, that the Index Warrant Agent
shall withhold payment of the [(i)] Cash Settlement Value [(ii) minus the
Exercise Price] with respect to any Index Warrants which have not been
transferred to the Index Warrant Account and for which the Index Warrant Agent
has not received a certificate in the form of Exhibit D-1 to the Index Warrant
Agreement until the Index Warrant Agent has received such Index Warrants and
certificate with respect to such Index Warrants. If pursuant to the
immediately preceding sentence the Index Warrant Agent has not withheld payment
with respect to any Index Warrants, the Index Warrant Agent shall promptly
cancel the Index Warrant Certificate representing the Index Warrants
automatically exercised as described above and deliver it to the Issuer. If
the Index Warrant Agent has withheld payment of the [(i)] Cash Settlement Value
[(ii) minus the Exercise Price] with respect to any Index Warrants, the Index
Warrant Agent shall act as a successor Depositary and shall cancel the Index
Warrant Certificate and deliver it to the Company only upon receipt of
certificates in the form of Exhibit D-1 attached to the Index Warrant Agreement
from the appropriate Depositary Participants with respect to all of the Index
Warrants then evidenced by the Index Warrant Certificate and payment of the
total [(i)] Cash Settlement Value [(ii) minus the Exercise Price] withheld.
The Index Warrant Agent's sole responsibility as successor Depositary with
respect to the Unexercised Index Warrants shall be to pay the [(i)] Cash
Settlement Value [(ii) minus the Exercise Price] of such Index Warrants upon
receipt of [(i)] the related Index Warrants and (ii) certificates in the form
of Exhibit C-1 to the Index Warrant Agreement from the appropriate Depositary
Participants.
A-1-6
<PAGE> 41
In the event that [the] [an] Index is not calculated and
announced by [the] [an] Index Publisher on a Valuation Date but is calculated
and publicly announced by another person or party not affiliated with the
Company (the "Third Party"), the applicable Cash Settlement Value shall
nevertheless be calculated by reference to the value of the closing quotation
for the Index so calculated and announced by the Third Party.
In the event that prior to a Valuation Date [the] [an] Index
Publisher or the Third Party makes a material change in the formula for or the
method of calculating the [relevant] Index, the Company shall promptly appoint
an investment or commercial bank of international standing that is not an
affiliate of the Company (the "Independent Expert") who shall make such
calculations as may be required to determine the applicable Cash Settlement
Value using the formula and method of calculating the [relevant] Index as in
effect prior to such change or modification.
If on a Valuation Date neither [the] [an] Index Publisher nor
any Third Party is calculating and disseminating [the] [an] Index and neither
has provided any successor index, the Company shall promptly appoint an
Independent Expert who shall make such calculations as it determines may be
required to determine the applicable Cash Settlement Value using the formula
and method of calculating the [relevant] Index as in effect on the date [the]
[such] Index was last so calculated.
If any of the events referred to above with respect to the
calculation of [the] [an] Index occur, the Company shall promptly make
available information regarding the composition, method of calculation and
current level of the [relevant] Index or successor index upon written request
to the Company's offices at The Chase Manhattan Corporation, One Chase
Manhattan Plaza, New York, New York 10081 attention: [___________]. In
addition, the Company will undertake reasonable efforts to ensure that such
information is publicly available. In the event [the] [an] Index Publisher
elects to suspend or discontinue calculating or announcing the [relevant]
Index, the Company will so notify the Owners by giving notice to the
Depositary.
The Company, the Index Warrant Agent and any agent of the
Company or the Index Warrant Agent may deem and treat the registered Holder
hereof as the absolute Owner of the Index Warrants represented hereby
(notwithstanding any notation of ownership or other writing hereon) for any
purpose and as the person entitled to exercise the rights represented by the
Index Warrants evidenced hereby, and neither the Company nor the Index Warrant
Agent nor any agent of the Company or the Index Warrant Agent shall be affected
by any notice to the contrary, subject to
A-1-7
<PAGE> 42
certain provisions of the Index Warrant Agreement, except that the Company and
the Index Warrant Agent shall be entitled to rely on and act pursuant to
instructions of Depositary Participants as contemplated herein and in the Index
Warrant Agreement.
Subject to the terms of the Index Warrant Agreement, upon due
presentment for registration of transfer of this Index Warrant Certificate at
[the principal corporate trust office of the Index Warrant Agent] in [New York
City], the Company shall execute and the Index Warrant Agent shall countersign
and deliver in the name of the designated transferee a new Index Warrant
Certificate of like tenor and representing a like number of unexercised Index
Warrants as evidenced by this Index Warrant Certificate at the time of such
registration of transfer which shall be issued to the designated transferee in
exchange for this Index Warrant Certificate, subject to the limitations
provided in the Index Warrant Agreement, without charge.
This Index Warrant Certificate and the Index Warrant Agreement
are subject to amendment as provided in the Index Warrant Agreement.
The validity, interpretation and performance of this Index
Warrant Certificate and its terms and provisions shall be governed by and
construed in accordance with the laws of the State of New York.
This Index Warrant Certificate shall not be valid or
obligatory for any purpose until countersigned by the Index Warrant Agent.
A-1-8
<PAGE> 43
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated as of [_____________, 19___]
THE CHASE MANHATTAN CORPORATION
By:
--------------------------------
[title]
Attest:
-----------------------------
[title]
[SEAL]
Countersigned on the date
above written:
[Name of Index Warrant Agent],
as Index Warrant Agent
By:
---------------------------------
[title]
A-1-9
<PAGE> 44
EXHIBIT A-2
[NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS
WARRANT UNLESS THE INDEX WARRANT AGENT HAS
RECEIVED THE CERTIFICATION DESCRIBED IN THE
INDEX WARRANT AGREEMENT]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE
INDEX WARRANT AGENT AS PROVIDED HEREIN
No. CUSIP No. [__________]
INDEX WARRANT CERTIFICATE
representing
[up to __________] [insert name of index/indices] Index
[Put/Call/Spread] Warrants
Expiring [__________, 19___]
THE CHASE MANHATTAN CORPORATION
This certifies that [the bearer] [____________________ or
registered assigns] (the "Holder") is the registered Holder of [insert name of
Index/Indices] Index [Put/Call/Spread] Warrants (the "Index Warrants") or such
lesser amount as is indicated in the records of [name of Index Warrant Agent],
as Index Warrant Agent. Each Index Warrant entitles the Holder, subject to the
provisions contained herein and in the Index Warrant Agreement referred to
below, to receive the [U.S. dollars] [other currency] from The Chase Manhattan
Corporation (the "Company") the Cash Settlement Value (as defined herein). In
no event shall the Holder hereof be entitled to any interest on any Cash
Settlement Value.
Subject to the terms of the Index Warrant Agreement and the
limitations described herein, the Index Warrants may be irrevocably exercised
[on any New York Business Day from their date of issuance until [1:30 P.M.],
New York City time,] on (i) [the date upon which the right to exercise the
Index Warrants expires or, if such date is not a New York Business Day (as
defined in the Index Warrant Agreement), on the next succeeding New York
Business Day] [__________, 199_] (the "Expiration Date") or (ii) the date of
automatic exercise or cancellation as further described below and as provided
in the Index Warrant Agreement. Except in the case of exercise on the
Expiration Date, automatic exercise or cancellation as described below, not
fewer than [__________] [or more than] Index Warrants may be exercised by or on
behalf of any one Holder on any one day. References herein to "U.S. dollars"
or "U.S.$" are to the currency of the United States of America. References to
"[name of Index currency]" or
A-2-1
<PAGE> 45
"[__________]" are to the currency of [name of Index Country]. As used herein,
the term "New York Business Day" means any day other than a Saturday, Sunday,
legal holiday or other day on which the [New York Stock Exchange] [American
Stock Exchange] or [relevant futures and options exchanges on which the
underlying securities trade] is not open for securities trading or banking
institutions generally in The City of New York are authorized or required by
law or executive order to close; "Index Country Business Day" means any day
other than (i) a Saturday, Sunday, legal holiday or other or a day on which
banking institutions generally in [name of Index Country] [name of Base Index
Country or Reference Index Country] are authorized or required by law or
executive order to close or (ii) a day on which the [names of relevant stock
exchanges] [is/are] not open for business[; and "Index Country Resident" means
a resident of, or any corporation or other entity organized under the laws of,
[name of Index country] [name of Base Index Country or Reference Index
country], its territories, its possessions or other areas subject to its
jurisdiction].
This Index Warrant Certificate is issued under and in
accordance with the Index Warrant Agreement, dated as of [__________, 19_] (the
"Index Warrant Agreement"), between the Company and the Index Warrant Agent,
and is subject to the terms and provisions contained in the Index Warrant
Agreement, to all of which terms and provisions the registered Holder of this
Index Warrant Certificate consents by acceptance hereof. Copies of the Index
Warrant Agreement are on file at the principal corporate trust office of the
Index Warrant Agent in New York City.
Capitalized terms included herein but not defined herein have
the meanings assigned thereto in the Index Warrant Agreement.
The Cash Settlement Value of an exercised Index Warrant
(whether exercised automatically or by notice) shall mean [insert fraction] of
[the U.S. dollar equivalent (rounded to the nearest [dollar][cent])] of [the
amount, if any, by which (i) the Fixed Amount exceeds (ii) the Index Value](24)
[the amount, if any, by which (i) the Index Value exceeds (ii) the Fixed
Amount](25) [the amount, if any, by which [insert formula for determining cash
settlement value of Index Spread Warrants](26); provided that, if such amount is
less than zero, then the Cash Settlement shall be
- ----------------------------------
[FN]
(24) In case of Index Put Warrants.
(25) In case of Index Call Warrants.
(26) In case of Spread Index Warrants.
[/FN]
A-2-2
<PAGE> 46
zero. The "Index Value" for any exercised Index Warrants shall be the closing
value of the Index on the Valuation Date (as defined herein) for such Index
Warrants (where [ ] point[s] of the Index is treated as [fraction of Index
currency unit]) and shall be obtained by the Index Warrant Agent. The "Fixed
Amount" for any exercised Index Warrant shall be [insert the definition set
forth in the Prospectus Supplement](27). [Insert definitions used to determine
the Cash Settlement Value for Index Spread Warrants.](28) [The exchange rate
(or manner of calculating such rate) for conversion of the [Fixed Amount], [the
Exercise Price] and the [Index Value] into U.S. dollars shall be [_____] [set
forth such rate or manner of calculating such rate] and shall be obtained by
the Index Warrant Agent.] ["Index Currency"] or ["__________"] are references
to the currency of [Name of other country]].(29) [Insert definitions used to
determine the Cash Settlement value for Index Spread Warrants](30)
Except in the case of automatic exercise on the Expiration
Date or cancellation, suspension or delay as further provided below and in the
Index Warrant Agreement, the "Valuation Date" for an Index Warrant shall be the
Index Country Business Day next succeeding the New York Business Day on which
the Index Warrant Agent has received (i) delivery of such Index Warrant [,
accompanied by payment in good form of the Exercise Price] and (ii) an Exercise
Notice for such Index Warrant in good order in the form of Exhibit C-2 to the
Index Warrant Agreement, [which shall include certification that the Holder is
not an Index County Resident,] at or prior to [1:30 P.M.], New York City time
and if the Index Warrant Agent shall receive such delivery of such Exercise
Notice after [1:30 P.M.], New York City time, on such date, the Valuation Date
shall be the next Index Country Business Day following the New York Business
Day following the New York Business Day on which the Index Warrant Agent
received such Index Warrant and such Exercise Notice. Any delivery of an Index
Warrant [, the Exercise Price] or Exercise Notice received after [1:30 P.M.],
New York City time, on the Expiration Date shall be void and of no effect and
shall be deemed not to have been delivered, and the Index Warrants with respect
to which such late delivery or Exercise Notice relates shall be exercised in
accordance with the third succeeding paragraph hereof. A Holder may specify in
its irrevocable Exercise Notice that such Exercise
- ----------------------------------
[FN]
(27) In case of Index Put Warrants or Index Call Warrants.
(28) In case of Index Spread Warrants.
(29) In the case of Index Put Warrants or Index Call Warrants.
(30) In case of Index Spread Warrants.
[/FN]
A-2-3
<PAGE> 47
Notice is conditional (the "Conditional Exercise Notice"), then such
Conditional Exercise Notice shall be void and of no effect (and shall be
disregarded for all purposes of the Index Warrant Agreement) if the closing
value of the Index on the Valuation Date is more than [________] [above](31)
[below],(32) the closing value of the Index on the date upon which the
Conditional Exercise Notice is received (or deemed to have been received) and
not rejected by the Index Warrant Agent (or if such date is not an Index
Country Business Day, on the immediately preceding Index Country Business Day)]
[describe conditions applicable to Index Spread Warrants].(33)
If the Exercise Notice is not rejected as provided in the
Index Warrant Agreement, the Index Warrant Agent will determine the Cash
Settlement Value of the exercised Index Warrants as provided in the Index
Warrant Agreement. Provided that the Company has made adequate funds available
to the Index Warrant Agent in a timely manner, the Index Warrant Agent will
make payment in the form of a check [or bank wire transfer if the payment is
greater than $______] available to the appropriate Holder on the fifth Business
Day following the Valuation Date (or, if such Valuation Date is not a New York
Business Day, on the sixth New York Business Day after such Valuation Date)
(the "Settlement Date"), all as provided in the Index Warrant Agreement, such
payment to be in the amount of the Cash Settlement Value in respect of Index
Warrants exercised by such Holder.
The Index Warrant Agent will promptly cause its records to be
marked to reduce the number of Index Warrants represented by this Index
Warrants Certificate by the number of Index Warrants (i) for which it has
received an Exercise Notice in proper form, (ii) that were delivered to the
Index Warrant Agent, and (iii) for which payment has been made.
All Index Warrants with respect to which either (i) no
delivery of Index Warrants to the Index Warrant Account has occurred or no
valid Exercise Notice has been received by the Index Warrant Agent at or prior
to [1:30 P.M.], New York City time, on the Expiration Date for such Index
Warrants, (ii) the Exercise Date which has been postponed pursuant to Section
2.2(e) of the Index Warrant Agreement to a date on or after the New York
Business Day preceding the Expiration Date or (iii) there has
- ----------------------------------
[FN]
(31) In case of Index Put Warrants.
(32) In case of Index Call Warrants.
(33) In case of Index Spread Warrants.
[/FN]
A-2-4
<PAGE> 48
been no proper exercise on the New York Business Day on which the Index
Warrants are permanently delisted or suspended from the [name of U.S. national
securities exchange] and, at or prior to such delisting or suspension, the
Index Warrants have not been listed on another U.S. national securities
exchange or quoted through a Self-Regulatory Organization (as defined in the
Index Warrant Agreement) (the "Unexercised Index Warrants"), will be deemed
automatically exercised on such Expiration Date without any requirement of
notice of exercise to the Index Warrant Agent. The Valuation Date for such
Index Warrants shall be the first Index Country Business Day following such
Expiration Date.
By 5:00 P.M., New York City time, on the Expiration Date, the
Index Warrant Agent shall advise the Company of the number of Unexercised
Warrants outstanding after [1:30 P.M.], New York City time, on such day. On
the Valuation Date for such Index Warrants (or if such Valuation Date is not a
New York Business Day, then the next succeeding New York Business Day), the
Index Warrant Agent shall (i) determine the Cash Settlement Value (in the
manner provided in Section 2.2(f) of the Index Warrant Agreement) of the Index
Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M.,
New York City time, on such Valuation Date of the Cash Settlement Value with
respect to such Index Warrants and (iii) advise the Company of such other
matters relating to the automatically exercised Index Warrants as the Company
shall reasonably request. Following the Expiration Date the Holder shall
deliver to the Index Warrant Agent one or more certificates in the form of
Exhibit D-2 to the Index Warrant Agreement setting forth the total number of
automatically exercised Index Warrants with respect to which such Holder
certifies that it is not an Index Country Resident.]
Provided that the Company has made adequate funds available to
the Index Warrant Agent in a timely manner which shall, in no event, be later
than [1:30 P.M.], New York City time, on the fifth New York Business Day
following the Valuation Date for such automatically exercised Index Warrants
(or, if such Valuation Date is not a New York Business Day, on the sixth New
York Business Day after such Valuation Date), the Index Warrant Agent will make
its check [or bank wire transfer if the payment is greater than $_________]
available to the Holder, after [1:30 P.M.], New York City time, but prior to
the close of business, on such fifth New York Business Day following the
Valuation Date for such Index Warrants (or, if such Valuation Date is not a New
York Business Day, on the ninth New York Business Day after such Valuation
Date), such check to be in the amount of the [(i)] aggregate Cash Settlement
Value [(ii) minus the Exercise Price] in respect of Index Warrants that have
been automatically exercised, delivered to the Index Warrant Agent [and with
respect to which the Index Warrant Agent has received certification that
A-2-5
<PAGE> 49
the Holders thereof are not Index Country Residents]; provided, however, that
the Index Warrant Agent shall withhold payment of the [(i)] Cash Settlement
Value [(ii) minus the Exercise Price] with respect to any Index Warrants which
have not been received by the Index Warrant Agent [and for which the Index
Warrant Agent has not received a certificate in the form of Exhibit D-2 to the
Index Warrant Agreement] until the Index Warrant Agent has received such Index
Warrants [and certificate with respect to such Index Warrants]. If pursuant to
the immediately preceding sentence the Index Warrant Agent has not withheld
payment with respect to any Index Warrants, the Index Warrant Agent shall
promptly cancel the Index Warrant Certificate representing the Index Warrants
automatically exercised as described above and deliver it to the Issuer. If
the Index Warrant Agent has withheld payment of the [(i)] Cash Settlement Value
[(ii) minus the Exercise Price] with respect to any Index Warrants, the Index
Warrant Agent shall cancel this Index Warrant Certificate and deliver it to the
Company only upon [receipt of certificates in the form of Exhibit D-2 attached
to the Index Warrant Agreement from the Holder with respect to all of the Index
Warrants then evidenced by this Index Warrant Certificate and] payment of the
total [(i)] Cash Settlement Value [(ii) minus the Exercise Price] withheld.
The Index Warrant Agent's sole responsibility with respect to the Unexercised
Index Warrants shall be to pay the [(i)] Cash Settlement Value [(ii) minus the
Exercise Price] of such Index Warrants upon receipt of [(i)] the related Index
Warrants [and (ii) certificates in the form of Exhibit C-2 to the Index Warrant
Agreement from the Holder].
In the event that [the] [an] Index is not calculated and
announced by [the] [an] Index Publisher on a Valuation Date but is calculated
and publicly announced by another person or party not affiliated with the
Company (the "Third Party"), the applicable Cash Settlement Value shall
nevertheless be calculated by reference to the value of the closing quotation
for the Index so calculated and announced by the Third Party.
In the event that prior to a Valuation Date [the] [an] Index
Publisher or the Third Party makes a material change in the formula for or the
method of calculating the [relevant] Index, the Company shall promptly appoint
an investment or commercial bank of international standing that is not an
affiliate of the Company (the "Independent Expert") who shall make such
calculations as may be required to determine the applicable Cash Settlement
Value using the formula and method of calculating the [relevant] Index as in
effect prior to such change or modification.
If on a Valuation Date neither [the] [an] Index Publisher nor
any Third Party is calculating and disseminating
A-2-6
<PAGE> 50
[the] [an] Index and neither has provided any successor index, the Company
shall promptly appoint an Independent Expert who shall make such calculations
as it determines may be required to determine the applicable Cash Settlement
Value using the formula and method of calculating the [relevant] Index as in
effect on the date [the] [such] Index was last so calculated.
If any of the events referred to above with respect to the
calculation of [the] [an] Index occur, the Company shall promptly make
available information regarding the composition, method of calculation and
current level of the [relevant] Index or successor index upon written request
to the Company's offices at The Chase Manhattan Corporation, One Chase
Manhattan Plaza, New York, New York 10081 attention: [___________]. In
addition, the Company will undertake reasonable efforts to ensure that such
information is publicly available. In the event [the] [an] Index Publisher
elects to suspend or discontinue calculating or announcing the [relevant]
Index, the Company will so notify the Holder by mailing notice to the Holder at
its address appearing on the Index Warrant Register.
The Company, the Index Warrant Agent and any agent of the
Company or the Index Warrant Agent may deem and treat the registered Holder
hereof as the absolute owner of the Index Warrants represented hereby
(notwithstanding any notation of ownership or other writing hereon) for any
purpose and as the person entitled to exercise the rights represented by the
Index Warrants evidenced hereby, and neither the Company nor the Index Warrant
Agent nor any agent of the Company or the Index Warrant Agent shall be affected
by any notice to the contrary, subject to certain provisions of the Index
Warrant Agreement.
Subject to the terms of the Index Warrant Agreement, upon due
presentment for registration of transfer of this Index Warrant Certificate at
[the principal corporate trust office of the Index Warrant Agent] in [New York
City], the Company shall execute and the Index Warrant Agent shall countersign
and deliver in the name of the designated transferee a new Index Warrant
Certificate of like tenor and representing a like number of unexercised Index
Warrants as evidenced by this Index Warrant Certificate at the time of such
registration of transfer which shall be issued to the designated transferee in
exchange for this Index Warrant Certificate, subject to the limitations
provided in the Index Warrant Agreement, without charge.
This Index Warrant Certificate and the Index Warrant Agreement
are subject to amendment as provided in the Index Warrant Agreement.
A-2-7
<PAGE> 51
The validity, interpretation and performance of this Index
Warrant Certificate and its terms and provisions shall be governed by and
construed in accordance with the laws of the State of New York.
This Index Warrant Certificate shall not be valid or
obligatory for any purpose until countersigned by the Index Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated as of [_____________, 19___]
THE CHASE MANHATTAN
CORPORATION
By:
-----------------------------
[title]
Attest:
-------------------------
[title]
[SEAL]
Countersigned on the date
above written:
[name of Index Warrant Agent],
as Index Warrant Agent
By:
------------------------------
[title]
A-2-8
<PAGE> 52
EXHIBIT B
Form of Transfer of Index Warrant Certificate
[______________________], as Index Warrant Agent
Corporate Trust Department
[address]
[Telex:__________________]
[Facsimile:______________]
[________________], the registered Holder of the
Index Warrant Certificate representing all unexercised The Chase Manhattan
Corporation [name of Index/Indices] [Put/Call/Spread] Warrants Expiring
[_______________, 19__], hereby requests the transfer of such Index Warrant
Certificate to __________________.
Dated: _________ [NAME OF REGISTERED HOLDER]
By:
---------------------------
GUARANTY OF SIGNATURE
[NAME OF GUARANTOR]
By:
-----------------------------
Name:
Title:
B-1
<PAGE> 53
EXHIBIT C-1
Form of Exercise Notice from Depositary Participant
______________, as Index Warrant Agent
Attention: ______________________
(Facsimile): ___________________)
(Telephone: ___________________)
(Telex: ___________________)
Re: Exercise of The Chase Manhattan Corporation
[name of Index/Indices] [Put/Call/Spread] Warrants
Expiring _________, 19___ ("Index Warrants")
1. We refer to the Index Warrant Agreement dated as of
[_____________, 19__] (the "Index Warrant Agreement") between The Chase
Manhattan Corporation (the "Company") and [_______] the ("Index Warrant
Agent"). On behalf of certain clients, each of whom is exercising no fewer
than [ ] Index Warrants [or more than] [____] Index Warrants and whose
Index Warrants are held in our name, we hereby irrevocably exercise [_______]
Index Warrants (the "Tendered Warrants").
2. This Exercise Notice [is] [is not] a Conditional Exercise
Notice. We hereby acknowledge that a Conditional Exercise Notice will be void
and of no effect (and shall be disregarded for all purposes under the Index
Warrant Agreement) if the closing value of the [name of Index] on the Valuation
Date is more than [___________] [above](1) [below](2) the closing value of the
[name of Index] [describe conditions applicable to Index Spread Warrants](3) on
the date this Exercise Notice is received by you (or deemed to have been
received by you) and not rejected (or if such date is not an Index Country
Business Day, on the immediately preceding Index Country Business Day).
3. We have instructed the Depositary to deliver the Exercised
Warrants [and the Exercise Price] free through the Depositary to the Index
Warrant Account. (Account No. [________]).
- ----------------------------------
[FN]
(1) In case of Index Put Warrants.
(2) In case of Index Call Warrants.
(3) In case of Index Spread Warrants.
[/FN]
C-1-1
<PAGE> 54
4. We hereby acknowledge that this Exercise Notice [, the
Exercise Price] and the Tendered Warrants must be received by you by [1:30
P.M.], New York City time, on the date hereof in order for the Valuation Date
of the Tendered Warrants to be the next succeeding Index Country Business Day
and that if this Exercise Notice [, the Exercise Price] or the Tendered
Warrants are received by you after [1:30 P.M.], New York City time, but prior
to the close of business on such date, the Valuation Date of the Tendered
Warrants shall be the next Index Country Business Day following the New York
Business Day on which such Exercise Notice is received. [We further
acknowledge that if this Conditional Exercise Notice [, the Exercise Price] or
the Tendered Warrants are received by you after [1:30 P.M.], New York City
time, but prior to the close of business on the date hereof, that for purposes
of making the determinations required by such Conditional Exercise Notice, the
Index Warrants will be deemed to be exercised on the next succeeding New York
Business Day following the date hereof.](4)
5. We hereby certify that we are a participant of [The
Depository Trust Company] (the "Depositary") with the present right to use and
receive its services.
6. We hereby acknowledge that if you determine that this
Exercise Notice has not been fully completed, or is not in proper form, or you
are unable to verify that we are a participant of the Depositary as provided
above, this Exercise Notice will be void and of no effect and will be deemed
not to have been delivered.
[7. We hereby certify that none of the clients on whose
behalf we are exercising the above referenced Index Warrants are Index Country
Residents (as defined in the Index Warrant Agreement).]
- ----------------------------------
[FN]
(4) In case of Conditional Exercise Notice.
[/FN]
C-1-2
<PAGE> 55
Capitalized terms used herein and not defined have the
meanings assigned thereto in the Index Warrant Agreement.
Dated: _______________, 19___
[NAME OF DEPOSITARY
PARTICIPANT]
[Participant Number]
By
---------------------------
Authorized Signature
[Address]
Telephone: _________________
Facsimile: _________________
C-1-3
<PAGE> 56
EXHIBIT C-2
Form of Exercise Notice from Owner
_______________, as Index Warrant Agent
[Address]
Attention: ________________________________
(Facsimile: _______________________________)
(Telephone: _______________________________)
(Telex: _______________________________)
Re: Exercise of The Chase Manhattan Corporation
[name of Index/Indices] [Put/Call/Spread]
Warrants Expiring , 19 ("Index Warrants")
1. We refer to the Index Warrant Agreement dated as of
[___________, 19__] (the "Index Warrant Agreement") between The Chase Manhattan
Corporation (the "Company") and [________________] (the "Index Warrant Agent").
We hereby irrevocably exercise [no fewer than] [_____________] Index Warrants
[or more than] [_____________] Index Warrants (the "Tendered Warrants") and
deliver to you herewith a Definitive Certificate or Certificates, registered in
the name of the undersigned, representing a number of Index Warrants at least
equal to the Number of Exercised Warrants [, accompanied by payment in full of
the Exercise Price [[, in U.S. Dollars] [other currency][in cash or certified
or official bank check in New York Clearing House funds] [by wire transfer in
immediately available funds] payable to the account of the Company].
2. This Exercise Notice [is] [is not] a Conditional Exercise
Notice. We hereby acknowledge that a Conditional Exercise Notice will be void
and of no effect (and shall be disregarded for all purposes under the Index
Warrant Agreement) if the closing value of the (name of Index) on the Valuation
Date is more than [________] [above](1) [below](2) the closing value of the
[name of Index] [describe conditions applicable to Index Spread Warrants](3) on
the date of this Exercise Notice was received (or deemed to have been received)
and not rejected (or
- ----------------------------------
[FN]
(1) In case of Index Put Warrants.
(2) In case of Index Call Warrants.
(3) In case of Index Spread Warrants.
[/FN]
C-2-1
<PAGE> 57
if such date is not an Index Country Business Day, on the immediately preceding
Index Country Business Day).
3. We hereby acknowledge that this Exercise Notice [, the
Exercise Price] and the related Definitive Certificates must be received you by
[1:30 P.M.], New York City time, on the date hereof in order for the Valuation
Date of the Tendered Warrants to be the next succeeding Index Country Business
Day and that if this Exercise Notice [, the Exercise Price] or such Definitive
Certificates is received by you after [1:30 P.M.], New York City time, the
Valuation Date of the Tendered Warrants shall be the next Index Country
Business Day following the New York Business Day following the New York
Business Day on which this Exercise Notice [, the Exercise Price] and such
Definitive Certificates are received. [We further acknowledge that if this
Conditional Exercise Notice [, the Exercise Price] or the Definitive
Certificates are received by you after [1:30 P.M.], New York City time, but
prior to the close of business on the date hereof, that for purposes of making
the determinations required by such Conditional Exercise Notice, the Index
Warrants will be deemed to be exercised on the next succeeding New York
Business Day following the date hereof.](4)
[4. We hereby certify that none of the undersigned Owners
who are exercising the above referenced Index Warrants is an Index Country
Resident (as defined in the Index Warrant Agreement).]
Capitalized terms used herein and not defined have the
meanings assigned thereto in the Index Warrant Agreement.
Dated: ________________, 19__
[NAME OF OWNERS]
By
------------------------------
Authorized Signature
[Address]
Telephone:_________________
Facsimile:_________________
- ----------------------------------
[FN]
(4) In case of Conditional Exercise Notice.
[/FN]
C-2-2
<PAGE> 58
EXHIBIT C-3
Notice of Rejection
(Choose paragraph A or B)
[A] You are hereby notified that [the Exercise Notice
delivered by you was determined by us not to have been [duly completed] [in
proper form]] [the Definitive Certificate delivered by you was determined by us
not to have been in proper form] [the Exercise Price delivered by you with the
Exercise Notice was determined by us not to have been in proper form] [we were
not able to verify that you are a participant of [The Depository Trust Company]
in the manner, and pursuant to the procedures], as set forth in the Index
Warrant Agreement, dated as of [__________________, 19__], between The Chase
Manhattan Corporation and (_________________), as Index Warrant Agent.
Accordingly, we have rejected your Exercise Notice as being unsatisfactory as
to form.
[B] You are hereby notified that we have rejected your
Conditional Exercise Notice, because [the closing value of the Index on the
Valuation Date was [_________], and the closing value of the Index on the date
upon which we received (or was deemed to have received) such Exercise Notice
was [__________________]](1) [describe conditions for rejecting a Conditional
Exercise Notice applicable to Index Spread Warrants].(2)
Dated: [___________________, 199___]
, as
-------------------------
Index Warrant Agent
By:
------------------------
Authorized Agent
- ----------------------------------
[FN]
(1) In case of Index Put Warrants and Index Call Warrants.
(2) In case of Index Spread Warrants.
[/FN]
C-3-1
<PAGE> 59
EXHIBIT C-4
Confirmation of Exercise
We hereby confirm receipt of your Index Warrants and your
Exercise Notice [and Exercise Price] with respect to such Index Warrants (the
"Exercised Warrants"], which Exercise Notice [and Exercise Price] we have found
to be duly completed and in good order, [and we have verified, in the manner
provided in the Index Warrant Agreement, that you are a Depositary
Participant.](1) The Valuation Date of the Exercised Warrant is
[___________________].
We hereby confirm that the Exercised Warrants have been
exercised at the [Index Value of [______________]](2) [describe the exercise
value of the index/indices applicable to Index Spread Warrants](3) and that the
aggregate Cash Settlement Value of [payment currency] [___________] [payment
currency] [_________] per Index Warrant) will be made available to you in the
form of a check, five New York Business Days after the Valuation Date (or six
New York Business Days in the case that the Valuation Date for the exercised
Index Warrants was not a New York Business Day) in accordance with the terms of
the Index Warrant Agreement.
Capitalized terms included herein but not defined have the
meanings assigned thereto in the Index Warrant Agreement dated as of
[___________, 19__] between The Chase Manhattan Corporation and [__________],
as Index Warrant Agent.
Dated: [_____________, 199__]
, as
------------------------
Index Warrant Agent
By:
------------------------
Authorized Agent
- ----------------------------------
[FN]
(1) Not necessary with respect to Index Warrants represented by
Definitive Certificates.
(2) In case of Index Put Warrants and Index Call Warrants.
(3) In case of Index Spread Warrants.
[/FN]
C-4-1
<PAGE> 60
EXHIBIT C-5
Confirmation of Exercise
for Delayed Exercise Warrants
We hereby confirm receipt of your Index Warrants and your
Exercise Notice [and Exercise Price] with respect to such Index Warrants (the
"Tendered Warrants"), which Exercise Notice [and Exercise Price] we have found
to be duly completed and in good order, [and we have verified, in the manner
provided in the Index Warrant Agreement, that you are a Depositary
Participant.](1) The Valuation Date of the Exercised Warrant is [____________].
[The Company has elected to limit the number of Index Warrants
that may have an Exercise Date on [_________________, 19__] to [_____________].
Of the Tendered Warrants, [_________] Index Warrants have been selected to be
Index Warrants that will have an Exercise Date on [_______________, 19__] (such
Index Warrants, the "Exercised Warrants"). The remaining [__________] Tendered
Warrants are deemed to be Delayed Exercise Warrants.] All of the Tendered
Warrants will have an Exercise Date on [___________________, 19__] and are
hereinafter referred to as "Exercised Warrants."]
We hereby confirm that the Exercised Warrants have been
exercised at the Index Value of [___________] and that the aggregate Cash
Settlement Value of [_________________] ([_______] per Index Warrant) will be
made available to you in the form of a check, five New York Business Days after
the Valuation Date (or six New York Business Days in the case that the
Valuation Date for the exercised Index Warrants was not a New York Business
Day) in accordance with the terms of the Index Warrant Agreement.
- ----------------------------------
[FN]
(1) Not necessary with respect to Index Warrants represented by
Definitive Certificates.
[/FN]
C-5-1
<PAGE> 61
Capitalized terms included herein but not defined have the
meanings assigned thereto in the Index Warrant Agreement dated as of
[___________, 19__] between The Chase Manhattan Corporation and [__________],
as Index Warrant Agent.
Dated: [_____________, 199__]
, as
------------------------
Index Warrant Agent
By:
------------------------
Authorized Agent
C-5-2
<PAGE> 62
EXHIBIT D-1
Form of Depositary Participant Certificate
[___________________________],
as Index Warrant Agent
[Department]
[Address]
Attention: ______________________
Facsimile: ______________________
Telephone: ______________________
Telex: ___________________________________
Re: Automatic Exercise of The Chase Manhattan Corporation
[Name of Index/Indices] [Put/Call/Spread] Warrants
Expiring ___________________, 19__ (the "Index
Warrants")
We refer to the Index Warrant Agreement dated as of
[_______________, 19__] (the "Index Warrant Agreement") between The Chase
Manhattan Corporation (the "Company") and [____________________] (the "Index
Warrant Agent"). We hereby certify that we have received certification that
[______] Index Warrants which have been automatically exercised pursuant to the
Index Warrant Agreement are beneficially owned by Owners who are not Index
Country Residents (as defined in the Index Warrant Agreement).
Dated: [___________________, 199__]
[NAME OF DEPOSITARY PARTICIPANT]
By:
------------------------------------
Authorized Agent
[Address]
Telephone: _____________________________
Facsimile: _____________________________
D-1-1
<PAGE> 63
EXHIBIT D-2
Form of Owner Certificate
[__________________________________],
as Index Warrant Agent
[Department] [Address]
Attention: ______________________
Facsimile: ______________________
Telephone: ______________________
Telex: ___________________________________
Re: Automatic Exercise of The Chase Manhattan
Corporation [Name of Index/Indices]
[Put/Call/Spread] Warrants Expiring ________,
19__ (the "Index Warrants")
We refer to the Index Warrant Agreement dated as of
[_______________, 19__] (the "Index Warrant Agreement") between
The Chase Manhattan Corporation (the "Company") and
[____________________] (the "Index Warrant Agent"). We hereby certify that:
(a) we own [___________] Index Warrants, which have been
automatically exercised pursuant to the Index Warrant
Agreement and which we have delivered to you; and
D-2-1
<PAGE> 64
(b) as of the date hereof, we are not a resident of, nor a
corporation or other entity organized under the laws of [Index
Country], its territories, its possessions or other areas
subject to its jurisdiction.
Dated: [____________________, 199__]
[NAME OF OWNER]
By:
-------------------------------
Authorized Agent
[Address]
Telephone: _____________________
Facsimile: _____________________
Bank Account Designated for
Payment: _______________________
D-2-2
<PAGE> 1
EXHIBIT 4.8
OPTIONS REPRESENTED BY BRACKETED OR BLANK SECTIONS
HEREIN SHALL BE DETERMINED IN CONFORMITY WITH THE
APPLICABLE PROSPECTUS SUPPLEMENT OR SUPPLEMENTS
-------------------------------------------------
THE CHASE MANHATTAN CORPORATION
AND
[NAME OF INTEREST RATE WARRANT AGENT]
AS INTEREST RATE WARRANT AGENT
------------------------------
INTEREST RATE WARRANT AGREEMENT
DATED AS OF [ , 19_ ]
[UP TO _______] INTEREST RATE [PUT/CALL/SPREAD] WARRANTS
EXPIRING [______________, 19__]
-------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS(1)
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I
ISSUANCE, FORM, EXECUTION
DELIVERY AND REGISTRATION OF INTEREST RATE WARRANTS
SECTION 1.1 Issuance of Interest Rate Warrants;
Book-Entry Procedures; Successor Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2 Form, Execution and Delivery of the
Interest Rate Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.3 Interest Rate Warrant Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.4 Registration of Transfers and Exchanges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 1.5 Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE II
DURATION AND EXERCISE OF INTEREST RATE WARRANTS
SECTION 2.1 Duration of Interest Rate Warrants;
Minimum [and Maximum] Exercise Amounts;
Notice of Exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.2 Exercise and Delivery of Interest Rate
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.3 Automatic Exercise of the Interest Rate
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.4 Covenant of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.5 Return of the Interest Rate Warrant
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.6 Return of Moneys Held Unclaimed for
Two Years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.7 Designation of Agent for Receipt of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE III
OTHER PROVISIONS RELATING TO RIGHTS OF OWNERS
SECTION 3.1 Owners of Interest Rate Warrants
May Enforce Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.2 Consolidation, Merger or Other Disposition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
- -------------------
<FN>
(1) The Table of Contents is not a part of the Index Warrant
Agreement
</FN>
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C> <C>
ARTICLE IV
CANCELLATION OF INTEREST RATE WARRANTS
SECTION 4.1 Cancellation of Interest Rate Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.2 Treatment of Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 4.3 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE V
CONCERNING THE INTEREST RATE WARRANT AGENT
SECTION 5.1 Interest Rate Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.2 Conditions of Interest Rate Warrant
Agent's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.3 Compliance With Applicable Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.4 Resignation and Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Modification, Supplementation or Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.2 Notices and Demands to the Company and
Interest Rate Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.3 Addresses for Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.4 Notices to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.6 Obtaining of Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.7 Persons Having Rights Under the Interest
Rate Warrant Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.8 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.10 Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>
ii
<PAGE> 4
<TABLE>
<S> <C>
EXHIBIT A - Form of Interest Rate Warrant Certificate
EXHIBIT B - Form of Transfer of Interest Rate Warrant Certificate
EXHIBIT C-1 - Form of Exercise Notice from Depositary
Participant
EXHIBIT C-2 - Form of Exercise Notice from Owner
EXHIBIT C-3 - Form of Notice of Rejection
EXHIBIT C-4 - Form of Confirmation of Exercise
EXHIBIT C-5 - Form of Confirmation of Exercise for Delayed Exercise Warrants
EXHIBIT D-1 - Form of Depositary Participant Certificate
EXHIBIT D-2 - Form of Owner Certificate
</TABLE>
iii
<PAGE> 5
INTEREST RATE WARRANT AGREEMENT
THIS AGREEMENT, dated as of [__________________, 19__],
between THE CHASE MANHATTAN CORPORATION, a corporation duly incorporated and
existing under the laws of the State of Delaware (the "Company") and [name of
Interest Rate Warrant Agent], a [banking association] duly incorporated and
existing under the laws of [_____], as Interest Rate Warrant Agent (the
"Interest Rate Warrant Agent"),
W I T N E S S E T H T H A T :
WHEREAS, the Company proposes to sell interest rate warrants
(the "Interest Rate Warrants" or, individually, an "Interest Rate Warrant")
representing the right to receive from the Company an amount in [U.S. dollars]
[other currency] to be determined by references to [increase] [decrease] in the
Spot Amount (as defined herein); and
WHEREAS, the Company wishes the Interest Rate Warrant Agent to
act on behalf of the Company in connection with the issuance, transfer and
exercise of the Interest Rate Warrants, and wishes to set forth herein, among
other things, the provisions of the Interest Rate Warrants and the terms and
conditions under which they may be issued, transferred, exercised and
cancelled;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE, FORM, EXECUTION
DELIVERY AND REGISTRATION OF INTEREST RATE WARRANTS
SECTION 1.1 Issuance of Interest Rate Warrants; Book-Entry
Procedures; Successor Depositary; Status of Warrants. (a) The Interest Rate
Warrants will be issued in book-entry form and represented by a single global
certificate (the "Interest Rate Warrant Certificate"). Each Interest Rate
Warrant shall represent the right, subject to the provisions contained herein
and in the Interest Rate Warrant Certificate, to receive the Cash Settlement
Value (as defined in Section 2.2(f) hereof) of such Interest Rate Warrant.
Such Cash Settlement Value will be payable only in [U.S. dollars] [other
currency]. In no event shall any beneficial owner of Interest Rate Warrants
(an "Owner") be entitled to receive any interest on the Cash Settlement Value.
An Interest Rate Warrant will not require or entitle the Owner thereof to sell,
deliver, purchase or take delivery of any instrument underlying such Interest
Rate Warrant to or from the Company, nor will the Company be under any
obligation to, nor
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will it, purchase or take delivery, or sell or deliver, any instrument
underlying such Interest Rate Warrant to or from the Owners. Owners will not
be entitled to receive definitive certificates evidencing the Interest Rate
Warrants; provided, however, that if the Depositary (as defined in Section
1.1(b)) is at any time unwilling or unable to continue as Depositary for the
Interest Rate Warrants and a successor Depositary is not appointed by the
Company within 90 days, the Company will issue Interest Rate Warrants in
definitive form in exchange for the Interest Rate Warrant Certificate. In
addition, the Company may at any time determine not to have the Interest Rate
Warrants represented by an Interest Rate Warrant Certificate and, in such
event, will issue Interest Rate Warrants in definitive form in exchange for the
Interest Rate Warrant Certificate. In either instance, and in accordance with
the provisions of this Agreement, each Owner will be entitled to have a number
of Interest Rate Warrants equivalent to such Owner's beneficial interest in the
Interest Rate Warrant Certificate registered in its name and will be entitled
to physical delivery of such Interest Rate Warrants in definitive form by the
Depositary Participant or Indirect Participant (as defined in Section 1.1(c))
through which such Owner's beneficial interest is reflected. The provisions of
Section 1.5 shall apply only if and when Interest Rate Warrants in definitive
form ("Definitive Certificates") are issued hereunder. Unless the context
shall otherwise require, all references in this Agreement to the Interest Rate
Warrant Certificate shall include the Definitive Certificates in the event that
Definitive Certificates are issued.
(b) The Interest Rate Warrant Certificate shall be
deposited with the Depositary or its agent (the term "Depositary", as used
herein, initially refers to [The Depository Trust Company] and includes any
successor depository selected by the Company as provided in Section 1.1(d)) for
credit to the accounts of the Depositary Participants as shown on the records
of the Depositary from time to time.
(c) The Interest Rate Warrant Certificate will be
registered in the name of [a nominee of] the Depositary. [The Company has been
informed by the Depositary that initially its nominee will be
________________.] The Interest Rate Warrant holdings of Depositary
Participants will be recorded on the books of the Depositary. The holdings of
customers of Depositary Participants, including the holdings of Indirect
Participants, will be reflected on the books and records of such Depositary
Participants and will not be known to the Interest Rate Warrant Agent, the
Company or to the Depositary. "Depositary Participants" include securities
brokers and dealers, banks and trust companies, clearing organizations and
certain other organizations which are participants in the Depositary system
and, for purposes of this Agreement, shall also mean participants
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in the book-entry system of any successor Depositary. Access to the
Depositary's system is also available to others such as banks, securities
dealers and trust companies ("Indirect Participants") that clear or maintain a
custodial relationship with a Depositary Participant, either directly or
indirectly. The Interest Rate Warrant holdings of Owners who are customers of
Indirect Participants will be reflected on the books and records of Depositary
Participants in the name of the respective Indirect Participants. The Interest
Rate Warrant Certificate will be held by the Depositary or its agent. Neither
the Company nor the Warrant Agent will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests of an Interest Rate Warrant Certificate or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest.
(d) The Company may from time to time select a new entity
to act as Depositary and, if such selection is made, the Company shall promptly
give the Interest Rate Warrant Agent notice to such effect identifying the new
Depositary and the Interest Rate Warrant Certificate shall be delivered to the
Interest Rate Warrant Agent and shall be transferred to the new Depositary as
provided in Section 1.4 as promptly as possible. Appropriate changes may be
made in the Interest Rate Warrant Certificate, the notice of exercise and the
related notices delivered in connection with an exercise of Interest Rate
Warrants to reflect the selection of the new Depositary.
(e) The Interest Rate Warrants will constitute direct,
unconditional and unsecured obligations of the Company and will rank on a
parity with the Company's other existing and future unsecured contractual
obligations and with the Company's existing and future unsecured and
unsubordinated debt.
SECTION 1.2 Form, Execution and Delivery of the Interest Rate
Warrant Certificate. The Interest Rate Warrant Certificate, whenever issued,
shall be in registered form substantially in the form set forth in Exhibit A-1
hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement. The Interest Rate
Warrant Certificate may have imprinted or otherwise reproduced thereon such
letters, number or other marks of identification or designation and such
legends or endorsements as the officers of the Company executing the same may
approve (execution thereof to be conclusive evidence of such approval) that are
not inconsistent with the provisions of this Agreement, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto, or
with any rule or regulation of any stock exchange on which the Interest Rate
Warrants may be listed, or of the Depositary, or to conform to usage. The
Interest Rate Warrant Certificate shall be signed on behalf of the Company by
its [_____________________________] or any
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<PAGE> 8
[____________________], manually or by facsimile signature, and its corporate
seal or a facsimile thereof shall be impressed, imprinted or engraved thereon,
which shall be attested by its Secretary or any Assistant Secretary, either
manually or by facsimile signature. Typographical and other minor errors or
defects in any such reproduction of the seal or any such signature shall not
affect the validity or enforceability of the Interest Rate Warrant Certificate
that has been duly countersigned and delivered by the Interest Rate Warrant
Agent.
In case any officer of the Company who shall have signed the
Interest Rate Warrant Certificate, either manually or by facsimile signature,
shall cease to be such officer before the Interest Rate Warrant Certificate so
signed shall have been countersigned and delivered by the Interest Rate Warrant
Agent to the Company or delivered by the Company, such Interest Rate Warrant
Certificate nevertheless may be countersigned and delivered as though the
person who signed such Interest Rate Warrant Certificate had not ceased to be
such officer of the Company; and the Interest Rate Warrant Certificate may be
signed on behalf of the Company by such persons as, at the actual date of the
execution of such Interest Rate Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this
Agreement any such person was not such an officer.
SECTION 1.3 Interest Rate Warrant Certificate. One or more
Interest Rate Warrant Certificates [relating to no more than _____________
Interest Rate Warrants originally issued] may be executed by the Company and
delivered to the Interest Rate Warrant Agent on or after the date of execution
of this Agreement; provided that only one Interest Rate Warrant Certificate
shall be outstanding at any one time. The Interest Rate Warrant Agent is
authorized, upon receipt of an Interest Rate Warrant Certificate from the
Company, duly executed on behalf of the Company, to countersign such Interest
Rate Warrant Certificate. The Interest Rate Warrant Certificate shall be
manually countersigned and dated the date of countersignature by a duly
authorized representative of the Interest Rate Warrant Agent and shall not be
valid for any purpose unless so countersigned. The Interest Rate Warrant Agent
shall countersign and deliver the Interest Rate Warrant Certificate to or upon
the written order of the Company.
The Interest Rate Warrant Certificate may be exchanged for a
new Interest Rate Warrant Certificate to reflect the issuance by the Company of
additional Interest Rate Warrants [; provided, however, that in no event shall
the number of Interest Rate Warrants represented by the Interest Rate Warrant
Certificate exceed ___________ originally issued]. To effect such an exchange
the Company shall deliver to the Interest Rate Warrant Agent a new Interest
Rate Warrant Certificate duly
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<PAGE> 9
executed on behalf of the Company as provided in Section 1.2. The Interest
Rate Warrant Agent shall countersign the new Interest Rate Warrant Certificate
as provided in this Section 1.3 and, upon a written order of the Company, shall
deliver the new Interest Rate Warrant Certificate to the Depositary in exchange
for, and upon receipt of, the Interest Rate Warrant Certificate then held by
the Depositary. The Interest Rate Warrant Agent shall cancel the Interest Rate
Warrant Certificate delivered to it by the Depositary and return the cancelled
Interest Rate Warrant Certificate to the Company.
SECTION 1.4 Registration of Transfers and Exchanges. Except
as otherwise provided herein or in the Interest Rate Warrant Certificate, the
Interest Rate Warrant Agent shall from time to time register the transfer of
the Interest Rate Warrant Certificate in the records of the Interest Rate
Warrant Agent only to the Depositary, or to a nominee of the Depositary, upon
surrender of such Interest Rate Warrant Certificate, duly endorsed and
accompanied by a written instrument or instruments of transfer in the form of
Exhibit B hereto, duly signed by the registered Holder thereof or by the duly
appointed legal representative thereof or by a duly authorized attorney, such
signature to be guaranteed by a bank or trust company, by a broker or dealer
which is a member of the National Association of Securities Dealers, Inc. or
by a member of a U.S. national securities exchange. Upon any such registration
of transfer, the Company shall execute and the Interest Rate Warrant Agent
shall countersign and deliver in the name of the designated transferee a new
Interest Rate Warrant Certificate of like tenor and representing a like number
of unexercised Interest Rate Warrants as evidenced by the Interest Rate Warrant
Certificate at the time of such registration of transfer.
The Interest Rate Warrant Certificate may be transferred as
provided above at the option of the registered Holder thereof when surrendered
to the Interest Rate Warrant Agent at its office or agency maintained for the
purpose of transferring and exercising the Interest Rate Warrants, which shall
be [south of Chambers Street in the Borough of Manhattan, The City of New York]
(the "Interest Rate Warrant Agent Office"), and which is, on the date of this
Agreement, [_____________, New York, New York ______, Attention: _______], or
at the office of any successor Interest Rate Warrant Agent as provided for in
Section 5.4, for another Interest Rate Warrant Certificate of like tenor and
representing a like number of unexercised Interest Rate Warrants.
SECTION 1.5 Definitive Certificates. Any Definitive
Certificates issued in accordance with Section 1.1(a) shall be in registered
form substantially in the form set forth in Exhibit A-2 hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
necessary or desirable
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for individual Definitive Certificates, and may represent any integral multiple
of Interest Rate Warrants. The Definitive Certificates may have imprinted or
otherwise reproduced thereon such letters, numbers or other marks of
identification or designation and such legends or endorsements as the officers
of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) that are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto, or with any rule or
regulation of any stock exchange on which the Interest Rate Warrants may be
listed, or of the Depositary, or to conform to usage. Definitive Certificates
shall be signed on behalf of the Company upon the same conditions, in
substantially the same manner and with the same effect as the Interest Rate
Warrant Certificate.
Each Definitive Certificate, when so signed on behalf of the
Company, shall be delivered to the Interest Rate Warrant Agent, which shall
manually countersign and deliver the same to or upon the written order of the
Company. Each Definitive Certificate shall be dated the date of its
countersignature.
No Definitive Certificate shall be valid for any purpose, and
no Interest Rate Warrant evidenced thereby shall be exercisable, until such
Definitive Certificate has been countersigned by the manual signature of a duly
authorized representative of the Interest Rate Warrant Agent. Such signature
by the Interest Rate Warrant Agent upon any Definitive Certificate executed by
the Company shall be conclusive evidence that the Definitive Certificate so
countersigned has been duly issued hereunder.
Definitive Certificates delivered in exchange for the Interest
Rate Warrant Certificate shall be registered in such names and addresses
(including tax identification number) and in such denomination as shall be
requested in writing by the Depositary or its nominee in whose name the
Interest Rate Warrant Certificate is registered, upon written certification to
the Company and the Interest Rate Warrant Agent, in a form satisfactory to each
of them, of the applicable beneficial ownership interests in the Interest Rate
Warrant Certificate.
The Company shall cause to be kept at an office of the
Interest Rate Warrant Agent in New York City a register (the register
maintained in such office and in any other office or agency maintained by or on
behalf of the Company for such purpose being herein sometimes collectively
referred to as the "Interest Rate Warrant Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of and transfers of Definitive Certificates. The Interest Rate
Warrant Agent is hereby appointed "Interest Rate Warrant Registrar" for the
purpose of registering Definitive
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Certificates and transfers of Definitive Certificates as herein provided.
For purposes of this Section 1.5, a "Holder of a Definitive
Certificate" at any particular time is the person in whose name such Definitive
Certificate is registered in the Interest Rate Warrant Register at such time.
Upon surrender for registration of transfer of any Definitive
Certificate at an office or agency of the Company maintained for such purpose,
the Company shall execute, and the Interest Rate Warrant Agent shall
countersign and deliver, in the name of the designated transferee or
transferees, one or more new Definitive Certificates of like tenor and
representing a like number of unexercised Interest Rate Warrants.
At the option of the Holder of a Definitive Certificate,
Definitive Certificates may be exchanged for other Definitive Certificates of
like tenor and representing a like number of unexercised Interest Rate
Warrants, upon surrender of the Definitive Certificates to be exchanged at such
office or agency. Whenever any Definitive Certificates are so surrendered for
exchange, the Company shall execute, and the Interest Rate Warrant Agent shall
countersign and deliver, the Definitive Certificates which the Holder of a
Definitive Certificate making the exchange is entitled to receive.
All Definitive Certificates issued upon any registration of
transfer or exchange of Definitive Certificates shall be valid obligations of
the Company, evidencing the same obligations of the Company, and entitled to
the same benefits under this Interest Rate Warrant Agreement, as the Definitive
Certificates surrendered upon such registration of transfer or exchange.
Every Definitive Certificate presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company
or the Interest Rate Warrant Agent) be duly endorsed, or be accompanied by a
written instrument of transfer in a form satisfactory to the Company and the
Interest Rate Warrant Registrar duly executed, by the Holder of a Definitive
Certificate thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of
transfer or exchange of Definitive Certificates, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Definitive Certificates.
In the event that upon any exercise of Interest Rate Warrants
evidenced by a Definitive Certificate the number of
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Interest Rate Warrants exercised shall be less than the total number of
Interest Rate Warrants evidenced by such Definitive Certificate, there shall be
issued to the Holder thereof or its assignee a new Definitive Certificate
evidencing the number of Interest Rate Warrants not exercised.
If any mutilated Definitive Certificate is surrendered to the
Interest Rate Warrant Agent, the Company shall execute and the Interest Rate
Warrant Agent shall countersign and deliver in exchange therefor a new
Definitive Certificate of like tenor representing a like number of unexercised
Interest Rate Warrants and bearing a number not contemporaneously outstanding.
If there shall be delivered by a Holder of a Definitive
Certificate to the Company and the Interest Rate Warrant Agent (i) evidence to
their satisfaction of the destruction, loss or theft of any Definitive
Certificate and of ownership thereof, (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless,
and (iii) funds sufficient to cover any cost or expense to the Company
(including any fees charged by the Interest Rate Warrant Agent) relating to the
issuance of a new Definitive Certificate, then, in the absence of notice to the
Company or the Interest Rate Warrant Agent that such Definitive Certificate has
been acquired by a bona fide purchaser, the Company shall execute and upon its
request the Interest Rate Warrant Agent shall countersign and deliver, in lieu
of any such destroyed, lost or stolen Definitive Certificate, a new Definitive
Certificate of like tenor representing a like number of unexercised Interest
Rate Warrants and bearing a number not contemporaneously outstanding.
In case the Interest Rate Warrants evidenced by any such
mutilated, destroyed, lost or stolen Definitive Certificate have been
exercised, or have been or are about to be deemed to be exercised, the Company
in its discretion may, instead of issuing a new Definitive Certificate, treat
the same as if it had received written irrevocable notice of exercise in good
form in respect thereof, as provided herein.
Every new Definitive Certificate issued pursuant to this
Section 1.5 in lieu of any mutilated, destroyed, lost or stolen Definitive
Certificate shall constitute an original additional contractual obligation of
the Company, whether or not the mutilated, destroyed, lost or stolen Definitive
Certificate shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Interest Rate Warrant Agreement equally and
proportionately with any and all other Definitive Certificates duly issued
hereunder.
The provisions of this Section 1.5 are exclusive and shall
preclude (to the extent lawful) all other rights and
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<PAGE> 13
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Definitive Certificates.
Prior to due presentment of a Definitive Certificate for
registration of transfer, the Company, the Interest Rate Warrant Agent and any
agent of the Company or the Interest Rate Warrant Agent may treat the person in
whose name such Definitive Certificate is registered as the owner of such
Definitive Certificate for all purposes hereunder whatsoever, whether or not
such Definitive Certificate be exercised or deemed to be exercised and neither
the Company, the Interest Rate Warrant Agent nor any agent of the Company or
the Interest Rate Warrant Agent shall be affected by notice to the contrary.
All Definitive Certificates surrendered for exercise,
registration of transfer or exchange shall, if surrendered to any person other
than the Interest Rate Warrant Agent, be delivered to the Interest Rate Warrant
Agent and shall be promptly cancelled by it and shall not be reissued. The
Company may at any time deliver to the Interest Rate Warrant Agent for
cancellation any Definitive Certificates previously countersigned and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Definitive Certificates so delivered shall be promptly cancelled by the
Interest Rate Warrant Agent. No Definitive Certificates shall be countersigned
in lieu of or in exchange for any Definitive Certificate cancelled as provided
in this Section 1.5, except as expressly permitted by this Interest Rate
Warrant Agreement. All cancelled Definitive Certificates held by the Interest
Rate Warrant Agent shall be disposed of as directed by the Company.
ARTICLE II
DURATION AND EXERCISE OF INTEREST RATE WARRANTS
SECTION 2.1 Duration of Interest Rate Warrants; Minimum [and
Maximum] Exercise Amounts; Notice of Exercise. (a) Subject to the limitations
described herein, each Interest Rate Warrant evidenced by the Interest Rate
Warrant Certificate or Definitive Certificates may be irrevocably exercised in
whole but not in part [on any New York Business Day from the date of issuance
until [1:30 P.M.], New York City time,] on (i) [the date upon which the right
to exercise the Interest Rate Warrants expires or, if such date is not a New
York Business Day (as defined in Section 2.1(c) below), on the next succeeding
New York Business Day] [___________ __, 199_] (the "Expiration Date") or (ii)
the date of automatic exercise as provided in Section 2.3. [There is no
exercise price payable by any Owner in connection with the exercise of an
Interest Rate Warrant.] [The exercise price for each Interest Rate Warrant is
[$_____] and shall be payable by the Owner of such Interest Rate Warrant in
[U.S. dollars][other currency] (the "Exercise Price")]. Each Interest
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Rate Warrant may be exercised by (a) transfer of the related Interest Rate
Warrants on the records of the Depositary free to the Interest Rate Warrant
Agent Depositary Participant Account (entitled [______]), or such other account
of the Interest Rate Warrant Agent at the Depositary as the Interest Rate
Warrant Agent shall specify (the "Interest Rate Warrant Account"), in the case
of Interest Rate Warrants represented by the Interest Rate Warrant Certificate,
or surrender of the Definitive Certificate or Certificates to the Interest Rate
Warrant Agent at the Interest Rate Warrant Agent's Office, in the case of
Interest Rate Warrants represented by Definitive Certificates, (b) except in
the case of automatic exercise or cancellation, delivery of written notice (an
"Exercise Notice") to the Interest Rate Warrant Agent from a Depositary
Participant acting on behalf of the Owner of such Interest Rate Warrant, in the
event that the Interest Rate Warrants are represented by the Interest Rate
Warrant Certificate, or from the Owner, in the event that the Interest Rate
Warrants are represented by Definitive Certificates; provided, however, that
Exercise Notices are subject to rejection by the Interest Rate Warrant Agent as
provided herein [and (c) the payment in full to the Interest Rate Warrant Agent
of the Exercise Price [[in U.S. dollars] [other currency] [in cash or by
certified or official bank check in New York Clearing House funds] [by bank
wire transfer in immediately available funds]] payable to the account of the
Company].
(b) Not fewer than the minimum number [or more than the
maximum number] of Interest Rate Warrants as set forth in the Interest Rate
Warrant Certificate or Definitive Certificate, as the case may be, may be
exercised by or on behalf of any one Owner at any one time, except that no such
minimum [or maximum] exercise amount shall apply in the case of exercise (or
deemed exercise) on the Expiration Date. The Exercise Notice, which shall be
irrevocable, shall be in substantially the form set forth in Exhibit C-1 hereto
in the case that the Interest Rate Warrants are represented by the Interest
Rate Warrant Certificate, and in substantially the form set forth in Exhibit
C-2 hereto in the case that the Interest Rate Warrants are represented by
Definitive Certificates, and shall be sent to the Interest Rate Warrant Agent
in writing (which shall include facsimile transmissions, followed promptly by
an executed original, but the date and time of receipt of such transmission
shall be the effective date and time of such notice) at its address as set
forth in such Exercise Notice or at such other address as the Interest Rate
Warrant Agent may specify from time to time. An irrevocable Exercise Notice
may be conditioned as set forth in Section 2.2(a), but shall otherwise be
unconditional.
(c) As used herein, "New York Business Day" means any day
other than a Saturday, Sunday, legal holiday or other day on which the [New
York Stock Exchange], [American Stock Exchange] or
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[relevant options and futures exchanges on which the underlying securities
trade] is not open for securities trading or banking institutions generally in
The City of New York are authorized or required by law or executive order to
close. Except as provided in Section 2.2(b), the Interest Rate Warrant Agent
and the Company shall be entitled to rely conclusively on any Exercise Notice
received by them with no duty of inquiry by either of them.
SECTION 2.2 Exercise and Delivery of Interest Rate Warrants.
(a) Except in the case of automatic exercise as provided in Section 2.3, and
subject to Sections 2.2(b)(i) and 2.2(e), the exercise date (the "Exercise
Date") for an Interest Rate Warrant shall be [(i) if the Interest Rate Warrant
Agent receives delivery of such Interest Rate Warrant [, the Exercise Price]
and an Exercise Notice in good order at or prior to [1:30 P.M.], New York City
time on a New York Business Day, then such New York Business Day and (ii)
otherwise the New York Business Day next succeeding the day on which the
Interest Rate Warrant Agent receives such Interest Rate Warrant [, such
Exercise Price] and such Exercise Notice] [_____________ __, 199_]. Any
Exercise Notice received after [1:30 P.M.], New York City time, on the
Expiration Date shall be void and of no effect and shall be deemed not to have
been delivered or made, as the case may be. The provisions of Section 2.3
shall apply to any Interest Rate Warrants to which such late delivery of an
Exercise Notice applied. The "Designated Exercise Date" for an Interest Rate
Warrant is the date that, but for Section 2.2(e), would be the Exercise Date
for such Interest Rate Warrant. [Notwithstanding anything in this Agreement to
the contrary, if a Depositary Participant (or Owner in the event Definitive
Certificates are issued) has specified in its irrevocable Exercise Notice that
such Exercise Notice is conditional (a "Conditional Exercise Notice"), then
such Conditional Exercise Notice shall be void and of no effect (and shall be
disregarded for all purposes of this Agreement) if the Spot Amount (as defined
in Section 2.2(f)) on the Valuation Date (as defined below) (such Spot Amount,
the "Reference Value") is more than [____________] [above](1) [below](2) the
Spot Amount on the Designated Exercise Date (or if such Designated Exercise
Date is not an Interest Rate Country Business Day (as defined above), on the
immediately preceding Interest Rate Country Business Day)]. As used in this
Section 2.2, the "Valuation Date" for an Interest Rate Warrant shall be the
Interest Rate Country Business Day next succeeding the New York Business Day on
which the Interest Rate Warrant Agent has received (i) delivery of such
Interest Rate Warrant [on the records of the Depository free to the Interest
Rate Warrant
- --------------------
[FN]
(1) In case of Interest Rate Put Warrants.
(2) In case of Interest Rate Call Warrants.
[/FN]
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Account] [at the place or places set forth in the Interest Rate
Warrant Certificate] [, accompanied by payment in good form of the
Exercise Price] and (ii) an Exercise Notice for such Interest Rate
Warrant in good order in the form of Exhibit [C-1] [C-2] to the
Interest Rate Warrant Agreement, at or prior to [1:30 P.M.] New York
City time, and if the Interest Rate Warrant Agent shall receive such
delivery of such Exercise Notice after [1:30 P.M.], New York City
time, on such date, the "Valuation Date" shall be the next Interest
Rate Country Business Day following the New York Business Day
following the New York Business Day on which the Interest Rate Warrant
Agent received such Interest Rate Warrant and such Exercise Notice.
In such event, the Interest Rate Warrants delivered to the Interest
Rate Warrant Agent with such Conditional Exercise Notice shall be
redelivered free through the facilities of the Depositary to the
account of such Depositary Participant (or returned to the appropriate
Owner by first class mail at the expense of the Company in the event
that Definitive Certificates are issued) together with a notice of
rejection substantially in the form set forth in Exhibit C-3 hereto.
As used herein, "Interest Rate Country Business Day" means any day
other than (i) a Saturday, Sunday, legal holiday or other day on which
banking institutions generally in [name of Interest Rate country] are
authorized or required by law or executive order to close or (ii) a
day on which the [names of relevant stock exchanges] are not open for
business.
(b) Following receipt of the Interest Rate Warrants[, the
Exercise Price] and the Exercise Notice related to such Interest Rate Warrants,
the Interest Rate Warrant Agent shall:
[(i) deposit all funds received by it as payment for the
exercise of Interest Rate Warrants to the account of the Company
maintained with it for such purpose on the date on which such Interest
Rate Warrant is deemed exercised [(unless otherwise instructed in
writing by the Company)], advise the Company by telephone and in
writing, by facsimile transmission or otherwise, at the end of each
day on which such payment is received of the amount so deposited to
its account.]
(ii) promptly determine whether the Definitive Certificate
is in proper form, in the case of Interest Rate Warrants represented
by a Definitive Certificate, [whether the Exercise Price has been paid
in full in proper form] and whether the Exercise Notice has been duly
completed and is in proper form and, in the case of Interest Rate
Warrants represented by the Interest Rate Warrant Certificate,
promptly verify that the entity that executed such notice is listed as
a Depositary Participant in the most recent published edition of the
Depositary's Eligible Corporate Securities Book (or comparable
publication of a successor Depositary) and, if such entity is not
listed therein, the
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Interest Rate Warrant Agent shall make reasonable efforts to obtain
telephonic verification from the Depositary's [Planning] Department
(telephone no. [ ]) (or comparable department of a successor
Depositary) that such entity is a Depositary Participant. If the
Interest Rate Warrant Agent is unable through the above-described
procedures to verify that such entity is a Depositary Participant or,
in any case, if the Interest Rate Warrant Agent determines that the
Exercise Notice has not been duly completed or is not in proper form,
that the Definitive Certificate is not in proper form, [or that the
Exercise Price has not been paid in full in proper form,] the Interest
Rate Warrant Agent shall reject the Exercise Notice and shall send to
the entity that executed such notice (or in the event Definitive
Certificates have been issued, to the Owner), a notice of rejection
substantially in the form set forth in Exhibit C-3 hereto and
redeliver the Interest Rate Warrants to which such rejected Exercise
Notice relates free through the facilities of the Depositary to the
account from which they were transferred (or in the event Definitive
Certificates have been issued, to the Owner) [and redeliver any
payment of the Exercise Price which accompanied such rejected Exercise
Notice free through the facilities of the Depositary to the account
from which such payment was transferred (or in the event Definitive
Certificates have been issued, to the Owner)];
(iii) notify the Company by 5:00 P.M., New York City time, on
the New York Business Day such Exercise Notice is received (or deemed
to have been received) of the number of Interest Rate Warrants in
respect of which Exercise Notices, not rejected pursuant to clause
(ii) above, were received (or deemed to have been received) at or
prior to [1:30 P.M.], New York City time, on such date and the number
of Conditional Exercise Notices (and the number of Interest Rate
Warrants to which such Conditional Exercise Notices relate);
(iv) before 5:00 P.M., New York City time, on the first
Interest Rate Country Business Day following the Designated Exercise
Date for such Interest Rate Warrants (or, if such Interest Rate
Country Business Day is not a New York Business Day, on the next
succeeding New York Business Day), (x) after obtaining the Reference
Value (as defined in Section 2.2(a)), determine whether any
Conditional Exercise Notices have become void pursuant to Section
2.2(a), and if so, promptly notify the Company and send notice in the
form of Exhibit C-3 hereto to the appropriate Depositary Participant
or Owner, as the case may be, and (y) determine the aggregate number
of Interest Rate Warrants covered by Exercise Notices that have not
become void pursuant to
13
<PAGE> 18
Section 2.2(a) or been rejected pursuant to Section 2.2(b)(i) (the
"Tendered Interest Rate Warrants");
(v) by 5:00 P.M., New York City time, on the first
Interest Rate Country Business Day following the Designated Exercise
Date for the Tendered Interest Rate Warrants (or the New York Business
Day immediately succeeding such Interest Rate Country Business Day if
such Interest Rate Country Business Day is not a New York Business
Day) covered by such Exercise Notice determine pursuant to Section
2.2(e) the number of such Tendered Interest Rate Warrants for which
the Designated Exercise Date shall be the Exercise Date (such Tendered
Interest Rate Warrants, "Exercised Interest Rate Warrants");
(vi) by 5:00 P.M., New York City time, on the Valuation
Date (or the New York Business Day immediately succeeding the
Valuation Date if the Valuation Date is not a New York Business Day)
(x) obtain the Spot Amount (as defined in Section 2.2(f)) [and the
exchange rate] to be used to determine the Cash Settlement Value, in
each case, applicable to such Exercised Interest Rate Warrants, (y)
calculate and advise the Company of the aggregate Cash Settlement
Value with respect to such Exercised Interest Rate Warrants and (z)
send notice of confirmation of exercise in the form set forth in
Exhibit C-4 hereto (or, if applicable, Exhibit C-5 hereto) to such
Depositary Participant (or in the event Definitive Certificates have
been issued, to the Owners); and
(vii) promptly deliver a copy of such Exercise Notices to the
Company and advise the Company of such other matters relating to any
of the Interest Rate Warrants covered thereby, whether or not they
constitute Tendered Interest Rate Warrants or Exercised Interest Rate
Warrants, as the Company shall reasonably request. Any notice to be
given to the Company by the Interest Rate Warrant Agent pursuant to
this Section 2.2 or Section 2.3 shall be by telephone (promptly
confirmed in writing) or telecopy (receipt to be promptly confirmed by
telephone).
(c) With respect to all Interest Rate Warrants duly
exercised or deemed exercised on a date, the Company shall make available to
the Interest Rate Warrant Agent, on or before [1:30 P.M.] New York City time,
on the fifth New York Business Day following the Valuation Date for the
relevant Interest Rate Warrants (or, if such Valuation Date is not a New York
Business Day, on the sixth New York Business Day after such Valuation Date)
(the "Settlement Date") funds in an amount equal to, and for the payment of,
the aggregate Cash Settlement Value of such Exercised Interest Rate Warrants.
Provided that the Company has made adequate funds available to the Interest
Rate Warrant Agent
14
<PAGE> 19
in a timely manner, which shall, in no event, be later than [1:30 P.M.], New
York City time, the Interest Rate Warrant Agent will make payment available in
the form of a check [or bank wire transfer if the payment is greater than
$________] (i) in the case of exercise of Interest Rate Warrants represented by
the Interest Rate Warrant Certificate, to the appropriate Depositary
Participant after [1:30 P.M.], New York City time, but prior to the close of
business, on such Settlement Date, such payment to be in the amount of the Cash
Settlement Value in respect of the Exercised Interest Rate Warrants exercised
by such Depositary Participant and (ii) in the case of exercise of Interest
Rate Warrants represented by Definitive Certificates, to the appropriate Owner
after [1:30 P.M.], New York City time, but prior to the close of business, on
such Settlement Date, such payment to be in the amount of the Cash Settlement
Value of the Exercised Interest Rate Warrants exercised by such Owner. In the
case of payments by the Interest Rate Warrant Agent to a Depositary
Participant, such Depositary Participant shall be responsible for crediting the
Cash Settlement Value of such Interest Rate Warrants to the appropriate Owner.
(d) The Interest Rate Warrant Agent promptly shall cause
its records, which may be kept electronically, to be marked to reflect the
reduction in the number of Interest Rate Warrants represented by the Interest
Rate Warrant Certificates or Definitive Certificates, as the case may be, by
the number of such Interest Rate Warrants (i) for which it has received
Exercise Notices in proper form, (ii) that were delivered to the Interest Rate
Warrant Account, in the case of Interest Rate Warrants represented the Interest
Rate Certificate, or that were surrendered to the Interest Rate Agent in the
case of Interest Rate Warrants represented by Definitive Certificates and (iii)
for which payment has been made as provided in Section 2.2(c) promptly after
such delivery and payment.
(e) In the event that the aggregate number of Tendered
Interest Rate Warrants with respect to any single Designated Exercise Date (as
determined by the Interest Rate Warrant Agent pursuant to Section 2.2(b)(iii)
shall equal or exceed [_____] (such number, the "Maximum Exercisable Number"),
the provisions of this Section 2.2(e) shall apply to the exercise of such
Interest Rate Warrants.
(i) The Company may, at its sole option, notify the
Interest Rate Warrant Agent in writing (including by facsimile
transmission) not later than [_____], New York City time, on the first
Interest Rate Country Business Day following such Designated Exercise
Date (or, if such Interest Rate Country Business Day is not a New York
Business Day, on the next succeeding New York Business Day) to the
effect that the Company has elected to exercise its option under this
Section 2.2(e) to limit the number of
15
<PAGE> 20
Interest Rate Warrants for which the Exercise Date will occur on such
Designated Exercise Date to a number (the "Elected Maximum Number")
not smaller than the Maximum Exercisable Number. If the Interest Rate
Warrant Agent shall not have received such notice by such time, none
of the following provisions in this Sections 2.2(e) shall apply to
such Tendered Interest Rate Warrants, such Designated Exercise Date
shall be the Exercise Date for such Tendered Interest Rate Warrants
and all of such Tendered Interest Rate Warrants shall be deemed to be
"Exercised Interest Rate Warrants" for purposes of Section 2.2(b).
(ii) If the Interest Rate Warrant Agent shall have
received the notice contemplated by clause (i) above by the time
specified in such clause (i), then prior to 5:00 P.M., New York City
time on the first Interest Rate Country Business Day following such
Designated Exercise Date (or, if such Interest Rate Country Business
Day is not a New York Business Day, on the next succeeding New York
Business Day), the Interest Rate Warrant Agent shall select [by lot or
such other method as the Warrant Agent deems appropriate] from all
such Tendered Interest Rate Warrants, subject to clause (iii) below,
Tendered Interest Rate Warrants for which the Exercise Date will occur
on such Designated Exercise Date in an aggregate amount equal to the
Elected Maximum Number. Only the Tendered Interest Rate Warrants so
selected shall be deemed to be "Exercised Interest Rate Warrants" for
purposes of Section 2.2(b). The Tendered Warrants not so selected are
referred to herein as "Delayed Exercise Interest Rate Warrants" and
shall be subject to exercise as provided in clause (iii) below.
(iii) For purposes of this Section 2.2, each Delayed Exercise
Interest Rate Warrant shall be deemed to have a new Designated
Exercise Date on the New York Business Day next succeeding the
original Designated Exercise Date, and this Section 2.2 shall apply as
if one or more Exercise Notices with respect to the Delayed Exercise
Interest Rate Warrants had been received by the Interest Rate Warrant
Agent prior to [1:30 P.M.], New York City time, on such New York
Business Day (except that (x) any Delayed Exercise Interest Rate
Warrant with respect to which any such deemed Designated Exercise Date
is on or after the [_____] New York Business Day preceding the
Expiration Date will be subject to Automatic Exercise as provided in
Section 2.3, (y) the Reference Value for any Delayed Exercise Interest
Rate Warrant covered by a Conditional Exercise Notice shall in any
event be determined by reference to the original Designated Exercise
Date therefor (of, if applicable, the first Interest Rate Country
Business Day preceding such original Designated Exercise Date) and (z)
the notice of confirmation of exercise with respect to Delayed
Exercise
16
<PAGE> 21
Interest Rate Warrants given by the Interest Rate Warrant Agent
pursuant to Section 2.2(b)(v) shall be in the form set forth in
Exhibit C-5 hereto); provided, however, that, other than in the case
of an Automatic Exercise, in the event that the aggregate number of
such Delayed Exercise Interest Rate Warrants, together with any
additional Tendered Interest Rate Warrants for which the Designated
Exercise Date is such New York Business Day, shall again exceed the
Maximum Exercisable Number, the provisions of this Section 2.2(e)
shall apply,mutatis mutandis, to the exercise of such Delayed Exercise
Interest Rate Warrants and such additional Tendered Interest Rate
Warrants; andprovided, further, however, that such Delayed Exercise
Interest Rate Warrants shall in any event be given priority over such
additional Tendered Interest Rate Warrants in the selection pursuant
to clause (ii) above, and among such Delayed Exercise Interest Rate
Warrants, priority in such selections shall be given to Interest Rate
Warrants in the order of their original Designated Exercise Dates,
with Interest Rate Warrants having the same original Designated
Exercise Date being selected by lot as described in Section 2.2(e)(ii)
above.
(iv) In connection with any issuance by the Company of
additional Interest Rate Warrants under this Agreement, the Company as
the right, but is not obligated, to increase the Maximum Exercisable
Number.
(f) For the purposes of this Interest Rate Warrant
Agreement:
The "Cash Settlement Value" of an Exercised Interest Rate
Warrant (whether exercised automatically or by Exercise Notice) shall mean
[_______] [fraction of excess amount] [of the U.S. dollar equivalent (rounded
to the nearest [dollar][cent])] [other currency] of [the amount, if any, by
which (i) the Strike Amount exceeds (ii) the Spot Amount](3) [the amount, if
any, by which (i) the Spot Amount exceeds (ii) the Strike Amount](4); provided
that if such amount is less than zero, then the Cash Settlement Value shall be
zero.
The "Strike Amount" means [insert definition from the
Prospectus Supplement].
The "Spot Amount" on any date means [insert definition from
the Prospectus Supplement].
- --------------------
[FN]
(3) In case of Index Put Warrants.
(4) In case of Index Call Warrants.
[/FN]
17
<PAGE> 22
References in this Agreement to "U.S. Dollars" or "$" are to
the lawful currency of the United States of America. References in this
Agreement to a "yield" of any [Treasury Bonds] are to the yield to maturity of
such [Treasury Bonds.]
[The exchange rate (or manner of calculating such rate) for
conversion of the [Fixed Amount], [the Exercise Price] and the [Interest Rate
Value] into U.S. dollars shall be [______] [set forth such rate or manner of
calculating such rate] and shall be obtained by the Interest Rate Warrant
Agent. "[Interest Rate currency]" [ or "_______" are references to the
currency of [name of other country]).(5)
SECTION 2.3 Automatic Exercise of the Interest Rate Warrants.
(a) All Interest Rate Warrants with respect to which (i) there has been no
proper delivery to the Interest Rate Warrant Account, in the case of Interest
Rate Warrants represented by the Interest Rate Warrant Certificate, or which
have not been surrendered to the Index Warrant Agent, in the case of Index
Warrants represented by Definitive Certificates, or no valid Exercise Notice
has been received by the Interest Rate Warrant Agent at or prior to [1:30
P.M.], New York City time, on the Expiration Date for such Interest Rate
Warrants, (ii) the Exercise Date for which has been postponed pursuant to
Section 2.2(e) to a date on or after the New York Business Day preceding the
Expiration Date or (iii) there has been no proper exercise on the New York
Business Day on which the Interest Rate Warrants are permanently delisted or
suspended from the [name of U.S. national securities exchange] and, at or prior
to such delisting or suspension, the Interest Rate Warrants have not been
listed on another U.S. national securities exchange or quoted through a
self-regulatory organization (a "Self-Regulatory Organization") in the United
States which operates pursuant to rules and regulations of a self-regulatory
organization that are filed with the Securities and Exchange Commission (the
"Commission") pursuant to Section 19(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), will be deemed automatically exercised on such
Expiration Date without any requirement of notice of exercise to the Interest
Rate Warrant Agent. By 5:00 P.M., New York City time, on the Expiration Date,
the Interest Rate Warrant Agent shall advise the Company of the number of
unexercised Interest Rate Warrants outstanding after [1:30 P.M.], New York City
time, on such day. The Valuation Date for such Interest Rate Warrants shall be
the first Interest Rate Country Business Day following such Expiration Date.
(b) On the Valuation Date for the Interest Rate Warrants
(or, if such Valuation Date is not a New York Business Day, on the next
succeeding New York Business Day), the Interest
- --------------------
[FN]
(5) In case of Index Put Warrants or Index Call Warrants.
[/FN]
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<PAGE> 23
Rate Warrant Agent shall (i) determine the Cash Settlement Value (in
the manner provided in Section 2.2(f)) of the Interest Rate Warrants
to be automatically exercised, (ii) advise the Company by 5:00 P.M.,
New York City time, on such Valuation Date (or, if such Valuation Date
is not a New York Business Day, on the next succeeding New York
Business Day) of the Cash Settlement Value with respect to such
Interest Rate Warrants and (iii) advise the Company of such other
matters relating to the automatically exercised Interest Rate Warrants
as the Company shall reasonably request. [Following the Expiration
Date, the Depositary shall deliver to the Interest Rate Warrant Agent
one or more certificates from the appropriate Depositary Participant
in the form of Exhibit D-1 attached hereto, dated no earlier than the
Expiration Date, executed by such Depositary Participant, setting
forth the total number of automatically exercised Interest Rate
Warrants. In the event that the Interest Rate Warrants automatically
exercised are represented by Definitive Certificates, the appropriate
Owner will deliver to the Interest Rate Warrant Agent (x) the
Definitive Warrant Certificates to be automatically exercised and (y)
a certificate in the form of Exhibit D-2 hereto, dated no earlier than
the Expiration Date setting forth the number of Interest Rate Warrants
automatically exercised. On the Expiration Date all the Interest Rate
Warrants will be cancelled and will represent only a right to receive
[(i)] the Cash Settlement Value [(ii) minus the Exercise Price].
(c) Provided that the Company has made adequate funds
available to the Interest Rate Warrant Agent in a timely manner which shall, in
no event, be later than [1:30 P.M.], New York City time, on the fifth New York
Business Day following the Valuation Date for such automatically exercised
Interest Rate Warrants (or if such Valuation Date is not a New York Business
Day, on the sixth New York Business Day after such Valuation Date), the
Interest Rate Warrant Agent will make payment available in the form of a check
[or a bank wire transfer if the payment is greater than $___________] (i) in
the event that the automatically exercised Interest Rate Warrants are
represented by the Interest Rate Warrant Certificate, to the Depositary, after
[1:30 P.M.], New York City time, but prior to the close of business, on the
fifth New York Business Day following the Valuation Date for such automatically
exercised Interest Rate Warrants (or if such Valuation Date is not a New York
Business Day, on the sixth New York Business Day after such Valuation Date),
such check to be in the amount of [(i)] the aggregate Cash Settlement Value
[(ii) minus the Exercise Price] in respect of Interest Rate Warrants that have
been automatically exercised and transferred to the Interest Rate Warrant
Account, and (ii) in the event that the automatically exercised Interest Rate
Warrants are represented by Definitive Certificates, to the appropriate Owner,
after [1:30 P.M.], New York City time, but prior to the close of business, on
the fifth New York Business Day following the Valuation Date for such
automatically exercised Interest Rate
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<PAGE> 24
Warrants (or if such Valuation Date is not a New York Business Day, on the
sixth New York Business Day after such Valuation Date), such check in the
amount of [(i)] the Cash Settlement Value [(ii) minus the Exercise Price] of
the automatically exercised Interest Rate Warrants delivered to the Interest
Rate Warrant Agent by such Owner; provided, however, that the Interest Rate
Warrant Agent shall withhold payment of [(i)] the Cash Settlement Value [(ii)
minus the Exercise Price] with respect to any Interest Rate Warrants for which
the Interest Rate Warrant Agent has not received [(i)] the related Interest
Rate Warrants through transfer of such Interest Rate Warrants to the Interest
Rate Warrant Account, in the case of Interest Rate Warrants represented by the
Interest Rate Warrant Certificate, or through delivery of the Definitive
Certificates, in the case of Interest Rate Warrants represented by Definitive
Certificates. If pursuant to the immediately preceding sentence the Interest
Rate Warrant Agent has not withheld payment with respect to any Interest Rate
Warrants, the Interest Rate Warrant Agent shall promptly cancel the Interest
Rate Warrant Certificate representing the Interest Rate Warrants automatically
exercised pursuant to this Section and deliver it to the Company. If the
Interest Rate Warrant Agent has withheld payment of the [(i)] Cash Settlement
Value [(ii) minus the Exercise Price] with respect to any Interest Rate
Warrants, the Interest Rate Warrant Agent shall act as a successor Depositary
and cancel the Interest Rate Warrant Certificate and deliver it to the Company
only upon [receipt of Certificates in the form of Exhibit D-1 to this Agreement
from the appropriate Depositary Participants with respect to all of the
Interest Rate Warrants then evidenced by the Interest Rate Warrant Certificate
and] payment of the total [(i)] Cash Settlement Value [(ii) minus the Exercise
Price] withheld. The Interest Rate Warrant Agent's sole responsibility as
successor Depositary with respect to the Unexercised Interest Rate Warrants
shall be to pay the [(i)] Cash Settlement Value [(ii) minus the Exercise Price]
of such Interest Rate Warrants upon receipt of [(i)] the related Interest Rate
Warrants [and (ii) certificates in the form of Exhibits C-1 and C-2 to this
Agreement from the appropriate Depositary Participants and Owners,
respectively.]
SECTION 2.4 Covenant of the Company. The Company covenants,
for the benefit of the Owners, that (i) it will cause the Interest Rate
Warrants to be listed on [name of U.S. national securities exchange] and (ii)
until the Expiration Date, it will not seek the delisting of the Interest Rate
Warrants from, or permanent suspension of their trading on, [name of U.S.
national securities exchange] unless prior to such delisting or suspension the
Interest Rate Warrants shall have been listed, and shall be trading, on another
U.S. national securities exchange or shall be quoted through a Self-Regulatory
Organization.
20
<PAGE> 25
SECTION 2.5 Return of the Interest Rate Warrant Certificate.
At such time as all of the Interest Rate Warrants have been exercised, deemed
automatically exercised or otherwise cancelled, the Interest Rate Warrant Agent
shall return the cancelled Interest Rate Warrant Certificate to the Company or
shall be quoted through a Self-Regulatory Organization.
SECTION 2.6 Return of Moneys Held Unclaimed for Two Years.
Any moneys deposited with or paid to the Interest Rate Warrant Agent for the
payment of the Cash Settlement Value of any Interest Rate Warrants and not
applied but remaining unclaimed for two years after the date upon which such
Cash Settlement Value shall have become due and payable, shall be repaid by the
Interest Rate Warrant Agent to the Company, and the Owner of such Interest Rate
Warrants shall thereafter look only to the Company for any payment which such
Owner may be entitled to collect and all liability of the Interest Rate Warrant
Agent with respect to such moneys shall thereupon cease; provided, however,
that the Interest Rate Warrant Agent, before making any such repayment, may at
the expense of the Company notify the Owners concerned that said moneys have
not been so applied and remain unclaimed and that after a date named therein
any unclaimed balance of said moneys then remaining will be returned to the
Company.
SECTION 2.7 Designation of Agent for Receipt of Notice. The
Company may from time to time designate in writing to the Interest Rate Warrant
Agent a designee for receipt of all notices to be given by the Interest Rate
Warrant Agent pursuant to this Article II and all such notices thereafter shall
be given in the manner herein provided by the Interest Rate Warrant Agent to
such designee and each such notice shall be as effective as if given directly
to the Company.
ARTICLE III
OTHER PROVISIONS RELATING TO
RIGHTS OF OWNERS
SECTION 3.1 Owners of Interest Rate Warrants May Enforce
Rights. Notwithstanding any of the provisions of this Agreement, any Owner,
without the consent of the Interest Rate Warrant Agent, may, in and for his own
behalf and for his own benefit, enforce and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce, or
otherwise in respect of, his right to exercise and to receive payment for his
Interest Rate Warrants as provided in the Interest Rate Warrant Certificate and
in this Agreement.
SECTION 3.2 Consolidation, Merger or Other Disposition. If
at any time the Company shall consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets
substantially as an entirety to another
21
<PAGE> 26
person, then in any such event the successor or assuming corporation or entity
shall succeed to and be substituted for the Company, with the same effect as if
it had been named as the Company herein and in the Interest Rate Warrants; the
Company, except in the event of a lease, shall thereupon be relieved of any
further obligation hereunder or under the Interest Rate Warrants, and, in the
event of any such consolidation, merger, conveyance, transfer or lease, the
Company as the predecessor corporation may thereupon or at any time thereafter
be dissolved, wound up or liquidated. Such successor or assuming corporation
shall expressly assume, by an amendment to this Agreement, executed and
delivered to the Interest Rate Warrant Agent, in form satisfactory to such
Interest Rate Warrant Agent, the due and punctual payment of any and all
amounts payable by the Company pursuant to this Agreement and the performance
of every covenant of this Agreement on the part of the Company to be performed
or observed. Such successor or assuming corporation thereupon may cause to be
signed, and may issue either in its own name or in the name of the Company, a
new Interest Rate Warrant Certificate representing the Interest Rate Warrants
not theretofore exercised, in exchange and substitution for the Interest Rate
Warrant Certificate theretofore issued. Such Interest Rate Warrant Certificate
shall in all respects have the same legal rank and benefit under this Agreement
as the Interest Rate Warrant Certificate theretofore issued in accordance with
the terms of this Agreement as though such new Interest Rate Warrant
Certificate had been issued at the date of the execution hereof. In any case
of any such consolidation, merger, conveyance, transfer or lease of
substantially all of the assets of the Company, such changes in phraseology and
form (but not in substance) may be made in the new Interest Rate Warrant
Certificates as may be appropriate.
The Interest Rate Warrant Agent may receive a written opinion
of legal counsel as conclusive evidence that any such consolidation, merger,
conveyance, transfer or lease of substantially all of the assets of the Company
complies with the provisions of this Section 3.2.
ARTICLE IV
CANCELLATION OF INTEREST RATE WARRANTS
SECTION 4.1 Cancellation of Interest Rate Warrants. In the
event the Company shall purchase or otherwise acquire Interest Rate Warrants,
such Interest Rate Warrants may, at the option of the Company, be surrendered
free through a Depositary Participant for credit to the account of the Interest
Rate Warrant Agent maintained at the Depositary, and if so credited, the
Interest Rate Warrant Agent shall promptly note the cancellation of such
Interest Rate Warrants by notation on the records of the Interest Rate Warrant
Agent. Such Interest Rate
22
<PAGE> 27
Warrants may also, at the option of the Company, be resold by the Company
directly to or through any of its affiliates in lieu of being surrendered to
the Depositary. No Definitive Certificate shall be countersigned in lieu of or
in exchange for any Interest Rate Warrant which is cancelled as provided
herein, except as otherwise expressly permitted by this Agreement.
SECTION 4.2 Treatment of Owners. The Company, the Interest
Rate Warrant Agent and any agent of the Company or the Interest Rate Warrant
Agent may deem and treat the person in whose name an Interest Rate Warrant
Certificate shall be registered in the records of the Interest Rate Warrant
Agent as the Owners of all right, title and interest in such Interest Rate
Warrant Certificate (notwithstanding any notation of ownership or other writing
thereon) for any purpose and as the person entitled to exercise the rights
represented by the Interest Rate Warrants evidenced thereby, and neither the
Company nor the Interest Rate Warrant Agent, nor any agent of the Company or
the Interest Rate Warrant Agent shall be affected by any notice to the
contrary, except that the Interest Rate Warrant Agent and the Company shall be
entitled to rely on and act pursuant to instructions of Depositary Participants
as contemplated by Article II of this Agreement. This Section 4.2 shall be
without prejudice to the rights of Owners as described elsewhere herein.
SECTION 4.3 Payment of Taxes. The Company will pay all
documentary stamp taxes attributable to the initial issuance of Interest Rate
Warrants; provided, however, that the Company shall not be required to pay any
tax or other governmental charge which may be payable in respect of any
transfer involving any beneficial or record interest in or ownership interest
of any Interest Rate Warrants.
ARTICLE V
CONCERNING THE INTEREST RATE WARRANT AGENT
SECTION 5.1 Interest Rate Warrant Agent. The Company hereby
appoints [__________________] as Interest Rate Warrant Agent of the Company in
respect of the Interest Rate Warrants and the Interest Rate Warrant Certificate
upon the terms and subject to the conditions set forth herein and in the
Interest Rate Warrant Certificate; and [_______________] hereby accepts such
appointment. The Interest Rate Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Interest Rate Warrant
Certificate and hereby and such further powers and authority acceptable to it
to act on behalf of the Company as the Company may hereafter grant to or confer
upon it. All of the terms and provisions with respect to such powers and
authority contained in the Interest Rate Warrant Certificate are subject to and
governed by the terms and provisions hereof.
23
<PAGE> 28
SECTION 5.2 Conditions of Interest Rate Warrant Agent's
Obligations. The Interest Rate Warrant Agent accepts its obligations herein
set forth upon the terms and conditions hereof and of the Interest Rate Warrant
Certificate, including the following, to all of which the Company agrees and to
all of which the rights hereunder of the Owners from time to time of the
Interest Rate Warrants shall be subject:
(a) The Company agrees promptly to pay the Interest Rate
Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Interest Rate Warrant Agent and to
reimburse the Interest Rate Warrant Agent for its reasonable
out-of-pocket expenses (including reasonable attorneys' fees and
expenses) incurred by the Interest Rate Warrant Agent without
negligence, bad faith or breach of this Agreement on its part in
connection with the services rendered by it hereunder. The Company
also agrees to indemnify the Interest Rate Warrant Agent for, and to
hold it harmless against, any loss, liability or expense (including
reasonable attorneys' fees and expenses) incurred without negligence,
bad faith or breach of this Agreement on the part of the Interest Rate
Warrant Agent, arising out of or in connection with its acting as such
Interest Rate Warrant Agent hereunder or with respect to the Interest
Rate Warrants, as well as the reasonable costs and expenses of
defending against any claim of liability in connection with the
exercise or performance at any time of its powers or duties hereunder
or with respect to the Interest Rate Warrants. The obligations of the
Company under this subsection (a) shall survive the exercise of the
Interest Rate Warrant Certificates and the resignation or removal of
the Interest Rate Warrant Agent.
(b) In acting under this Interest Rate Warrant Agreement
and in connection with the Interest Rate Warrants, the Interest Rate
Warrant Agent is acting solely as agent of the Company and does not
assume any obligation or relationship of agency or trust for or with
any of the Owners or the registered Holder of the Interest Rate
Warrant Certificate.
(c) The Interest Rate Warrant Agent may consult with
counsel satisfactory to it, which may include counsel for the Company,
and the written opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the
opinion of such counsel.
(d) The Interest Rate Warrant Agent shall be protected
and shall incur no liability for or in respect of any action taken or
omitted or thing suffered by it in reliance upon
24
<PAGE> 29
any Interest Rate Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or
signed by the proper parties.
(e) The Interest Rate Warrant Agent, and its officers,
directors and employees, may become the Owner of, or acquire any
interest in, any Interest Rate Warrants or other obligations of the
Company, with the same rights that it or they would have if it were
not such Interest Rate Warrant Agent, officer, director or employee,
and, to the extent permitted by applicable law, it or they may engage
or be interested in any financial or other transaction with the
Company and may act on, or as depository, trustee or agent for, any
committee or body of Owners of Interest Rate Warrants or other
obligations of the Company as freely as if it were not such Interest
Rate Warrant Agent, officer, director or employee hereunder.
(f) The Interest Rate Warrant Agent shall not be under
any liability for interest on any moneys at any time received by it
pursuant to any of the provisions of this Agreement or of the Interest
Rate Warrant Certificate.
(g) The Interest Rate Warrant Agent shall not be under
any responsibility with respect to the validity or sufficiency of this
Agreement or the execution and delivery hereof (except the due
execution and delivery hereof by the Interest Rate Warrant Agent) or
with respect to the validity or execution of the Interest Rate Warrant
Certificate (except its countersignature thereof).
(h) The recitals contained herein and in the Interest
Rate Warrant Certificate (except as to the Interest Rate Warrant
Agent's countersignature thereon) shall be taken as the statements of
the Company and the Interest Rate Warrant Agent assumes no
responsibility for the correctness of the same.
(i) The Interest Rate Warrant Agent shall be obligated to
perform only such duties as are herein and in the Interest Rate
Warrant Certificate specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Interest Rate
Warrant Certificate against the Interest Rate Warrant Agent. The
Interest Rate Warrant Agent shall not be under any obligation to take
any action hereunder likely to involve it in any expense or liability,
the payment of which is not, in its reasonable opinion, assured to it.
The Interest Rate Warrant Agent shall not be accountable or under any
duty or responsibility for the use by the Company of the Interest Rate
Warrant Certificate countersigned by the Interest Rate Warrant Agent
and
25
<PAGE> 30
delivered by it to the Company pursuant to this Agreement or for the
application by the Company of any proceeds of the Interest Rate
Warrant Certificates. The Interest Rate Warrant Agent shall have no
duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the
Interest Rate Warrant Certificate or in the case of the receipt of any
written demand from an Owner of an Interest Rate Warrant with respect
to such default, except as provided in Section 6.2 hereof, including,
without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at
law or otherwise or to make any demand upon the Company.
(j) Unless specifically provided herein or in the
Interest Rate Warrant Certificate, any order, certificate, notice,
request, direction or other communication from the Company made or
given by the Company under any provision of this Agreement shall be
sufficient if signed by its [______________ or any
[____________________].
SECTION 5.3 Compliance With Applicable Laws. The Interest
Rate Warrant Agent agrees to comply with all applicable federal and state laws
in respect of the services rendered by it under this Agreement and in
connection with the Interest Rate Warrants, including (but not limited to) the
provisions of United States federal income tax laws regarding information
reporting and backup withholding. The interest Rate Warrant Agent expressly
assumes all liability for failure to comply with such laws, including (but not
limited to) any liability for failure to comply with any applicable provisions
of United States federal income tax laws regarding information reporting and
backup withholding.
SECTION 5.4 Resignation and Appointment of Successor. (a)
The Company agrees, for the benefit of the Owners from time to time of the
Interest Rate Warrants, that there shall at all times be an Interest Rate
Warrant Agent hereunder until all the Interest Rate Warrants are not longer
exercisable.
(b) The Interest Rate Warrant Agent may at any time
resign as such agent by giving written notice to the Company of such intention
on its part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Interest Rate Warrant
Agent and acceptance of such appointment by such successor Interest Rate
Warrant Agent, as hereinafter provided. The Interest Rate Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or removal shall
take effect upon the appointment by the Company, as hereinafter provided, of
26
<PAGE> 31
a successor Interest Rate Warrant Agent (which shall be a banking institution
organized under the laws of the United States of America, or one of the states
thereof or the District of Columbia, having an office or an agent's office
[south of Chambers Street] in the Borough of Manhattan, The City of New York
and authorized under such laws to exercise corporate trust powers) by an
instrument in writing filed with such Successor Interest Rate Warrant Agent and
the acceptance of such appointment by such successor Interest Rate Warrant
Agent. In the event a successor Interest Rate Warrant Agent has not been
appointed and has not accepted its duties within 90 days of the Interest Rate
Warrant Agent's notice of resignation, the Interest Rate Warrant Agent may
apply to any court of competent jurisdiction for the designation of a successor
Interest Rate Warrant Agent.
(c) In case at any time the Interest Rate Warrant Agent
shall resign, or shall be removed, or shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or make an assignment for the benefit
of its creditors or consent to the appointment of a receiver or custodian of
all or any substantial part of its property, or shall admit in writing its
inability to pay or meet its debts as they mature, or if a receiver or
custodian of it or all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered approving any petition
filed by or against it under the provisions of any applicable bankruptcy or
similar law, or if any public officer shall have taken charge or control of the
Interest Rate Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conversation or liquidation, a successor Interest Rate Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Interest Rate Warrant Agent.
Upon the appointment as aforesaid of a successor Interest Rate Warrant Agent
and acceptance by the latter of such appointment, the Interest Rate Warrant
Agent so superseded shall cease to be Interest Rate Warrant Agent hereunder.
(d) Any successor Interest Rate Warrant Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to the
Company an instrument accepting such appointment hereunder, and thereupon such
successor Interest Rate Warrant Agent, without any further act, deed or
conveyance, shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with like effect as if
originally named as Interest Rate Warrant Agent hereunder, and such
predecessor, upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such
successor Interest Rate Warrant Agent shall be entitled to receive, all moneys,
securities and other property on deposit with or held by such predecessor, as
Interest Rate Warrant Agent hereunder.
27
<PAGE> 32
(e) Any corporation into which the Interest Rate Warrant
Agent hereunder may be merged or converted or any corporation with which the
Interest Rate Warrant Agent my be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Interest Rate Warrant
Agent shall be a party, or any corporation to which the Interest Rate Warrant
Agent shall sell or otherwise transfer all or substantially all of the assets
and business of the Interest Rate Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Interest Rate Warrant Agent
under this Agreement without the execution or filing of any paper or nay
further act on the part of any of the parties hereto.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Modification, Supplementation or Amendment. (a)
This Agreement may be modified, supplemented or amended by the Company and the
Interest Rate Warrant Agent, without the consent of the registered Holder of
the Interest Rate Warrant Certificate or the Owners, for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or in such Interest Rate Warrant Certificate,
maintaining the listing of any Interest Rate Warrants on any U.S. national
securities exchange or the quotation of any Interest Rate Warrant through a
Self-Regulatory Organization or registration of such Interest Rate Warrants
under the Exchange Act, permitting the issuance of Interest Rate Warrants in
definitive form in accordance with Section 1.1(a), reflecting the issuance by
the Company of additional Interest Rate Warrants of the same issue or
reflecting the appointment of a successor depositary in accordance with Section
1.1(d) or in any other manner which the Company may deem necessary or
desirable; provided that such action shall not materially adversely affect the
interests of the Owners of Interest Rate Warrants. Notwithstanding anything in
this Section 6.1 to the contrary, this Agreement may not be amended to provide
for the countersigning by the Interest Rate Warrant Agent of Interest Rate
Warrant Certificates evidencing in the aggregate in excess of [________]
Interest Rate Warrants unless and until the Interest Rate Warrant Agent has
received notice from [name of Stock Exchange] or any successor U.S. national
securities exchange or Self-Regulatory Organization that the additional
Interest Rate Warrants in excess of [____________] have been approved for
listing on such exchange or quotation through such Self-Regulatory
Organization.
(b) The Company and the Interest Rate Warrant Agent may
modify or amend this Agreement and the Interest Rate Warrant Certificate, with
the consent of the Owners of not fewer than a majority in number of the then
outstanding unexercised Interest
28
<PAGE> 33
Rate Warrants affected by such modification or amendment, for any
purpose; provided, however, that no such modification or amendment that
increases the Exercise Price, [decreases the Strike Amount](6) [increases the
Strike Amount,](7) shortens the period of time during which the Interest Rate
Warrants may be exercised, increases the minimum or decreases the maximum
number of Interest Rate Warrants that may be exercised by or on behalf of any
one Owner at any one time, changes the formula for determining the Cash
Settlement Value, [insert other prohibited modifications or amendments] or
otherwise materially and adversely affects the exercise rights of the Owners or
reduces the number of outstanding Interest Rate Warrants the consent of the
Owners of which is required for modification, supplementation or amendment of
this Agreement or the Interest Rate Warrant Certificate, may be made without the
consent of each Owner affected thereby. Prior to the issuance of any Definitive
Certificates pursuant to Section 1.1(a), the Company and the Interest Rate
Warrant Agent shall be entitled to rely upon any certification in form
satisfactory to each of them that any requisite consent has been obtained from
Holders of beneficial ownership interests in the Interest Rate Warrant
Certificate. Such certification may be provided by Depositary Participants
acting on behalf of such beneficial owners of Interest Rate Warrants, provided
that any such certification is accompanied by a certification from the
Depositary as to the Interest Rate Warrant holdings of such Depositary
Participants.
SECTION 6.2 Notices and Demands to the Company and Interest
Rate Warrant Agent. If the Interest Rate Warrant Agent shall receive any
notice or demand addressed to the Company by any Owner pursuant to the
provisions of the Interest Rate Warrant Certificate, the Interest Rate Warrant
Agent shall promptly forward such notice or demand to the Company.
SECTION 6.3 Addresses for Notices. Any communications from
the Company to the Interest Rate Warrant Agent with respect to this Agreement
shall be addressed to [name of Interest Rate Warrant Agent], [address, New
York, New York _____] (facsimile: [_________________]) (telephone:
[_____________]), Attention: Corporate Trust Department; any communications
from the Interest Rate Warrant Agent to the Company with respect to this
Agreement shall be address to The Chase Manhattan Corporation, One Chase
Manhattan Plaza, New York, New York 10081 (facsimile: [___________])
(telephone: 212-[ ]), Attention: (or such other address as shall be
specified in writing to the other parties hereto by the Interest Rate Warrant
Agent or the Company, respectively).
- --------------------
[FN]
(6) In case of Interest Rate Put Warrants.
(7) In case of Interest Rate Call Warrants.
[/FN]
29
<PAGE> 34
SECTION 6.4 Notices to Owners. The Company or the Interest
Rate Warrant Agent may cause to have notice given to the Owners of Interest
Rate Warrants by providing the Depositary with a from of notice to be
distributed by the Depositary to Depositary Participants in accordance with the
custom and practices of the Depositary.
SECTION 6.5 Governing Law. The validity, interpretation and
performance of this Agreement and each Interest Rate Warrant issued hereunder
and of the respective terms and provisions thereof shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 6.6 Obtaining of Governmental Approvals. The Company
will from time to time use its best efforts to obtain and keep effective any
and all permits, consents and approvals of governmental agencies and
authorities and the [name of U.S. national securities exchange] and filings
under the United States federal and state laws, which may be or become required
in connection with the issuance, sale, trading, transfer or delivery of the
Interest Rate Warrants, the Interest Rate Warrant Certificate and the exercise
of the Interest Rate Warrants.
SECTION 6.7 Persons Having Rights Under the Interest Rate
Warrant Agreement. Nothing in this Agreement expressed or implied and nothing
that may be inferred from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company, the Interest Rate Warrant Agent, the registered Holder of the Interest
Rate Warrant Certificate and the Owners any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Agreement shall be for the sole and exclusive benefit of the
Company and the Interest Rate Warrant Agent and their successors and of the
registered Holder of the Interest Rate Warrant Certificate and the Owners.
SECTION 6.8 Headings. The descriptive headings of the
several Articles and Sections and the Table of Contents of this Agreement are
for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
SECTION 6.9 Counterparts. This Agreement may be executed by
the parties hereto in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original; but all such
counterparts shall together constitute but one and the same instrument.
SECTION 6.10 Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the
30
<PAGE> 35
principal corporate trust office of the Interest Rate Warrant Agent, for
inspection by the registered Holder of the Interest Rate Warrant Certificate,
Depositary Participants, Indirect Participants and Owners.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the day and year first above written.
THE CHASE MANHATTAN CORPORATION
By:
------------------------------
[Title]
[Name of Interest Rate Warrant
Agent]
By:
------------------------------
[Title]
31
<PAGE> 36
[Legend Required By Depository]
EXHIBIT A-1
[NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS
WARRANT UNLESS THE INTEREST RATE WARRANT AGENT HAS
RECEIVED THE CERTIFICATION DESCRIBED IN THE
INTEREST RATE WARRANT AGREEMENT]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE
INTEREST RATE WARRANT AGENT AS PROVIDED HEREIN
No. CUSIP No. [_____________]
BOOK-ENTRY INTEREST RATE WARRANT CERTIFICATE
representing
[up to ____________] [insert name of interest rate]Interest Rate
[Put/Call/Spread] Warrants
Expiring [__________, 19__]
THE CHASE MANHATTAN CORPORATION
This certifies that [__________________] or registered assigns
is the registered Holder of [insert name of Interest Rate] Interest Rate
[Put/Call/Spread] Warrants (the "Interest Rate Warrants") or such lesser amount
as is indicated in the records of [name of Interest Rate Warrant Agent], as
Interest Rate Warrant Agent. Each Interest Rate Warrant entitles the
beneficial owner thereof (an "Owner"), subject to the provisions contained
herein and in the Interest Rate Warrant Agreement referred to below, to receive
in [U.S. dollars] [other currency] from The Chase Manhattan Corporation (the
"Company") the Cash Settlement Value (as defined herein). In no event shall
any Owners be entitled to any interest on any Cash Settlement Value.
Subject to the terms of the Interest Rate Warrant Agreement
and the limitations described herein, the Interest Rate Warrants may be
irrevocably exercised [on any New York Business Day from their date of issuance
until [1:30 P.M.], New York City time,] on (i) [the date upon which the right
to exercise the Interest Rate Warrants expires or, if such date is not a New
York Business Day (as defined in the Interest Rate Warrant Agreement), on the
next succeeding new York Business Day] [_________, 199_] (the "Expiration
Date") or (ii) the date of automatic exercise or cancellation as further
described below and as provided in the Interest Rate Warrant Agreement. Except
in the case of exercise on the Expiration Date, automatic exercise or
cancellation as described below, not fewer than [_______] [or more than]
Interest Rate Warrants may be exercised by or on behalf of any one Owner on any
one day. References herein to "U.S. dollars" or "U.S.$" are to the currency of
the United States of America. References
<PAGE> 37
to "[name of Interest Rate currency]" or "[_________]" are to the currency of
[name of Interest Rate Country]. As used herein, the term "New York Business
Day" means any day other than a Saturday, Sunday, legal holiday or other day on
which the [New York Stock Exchange] [American Stock Exchange] or [relevant
futures and options exchanges on which the underlying securities trade] is not
open for securities trading or banking institutions generally in the City of
New York are authorized or required by law or executive order to close;
"Interest Rate Country Business Day" means any day other than (i) a Saturday,
Sunday, legal holiday or other day on which banking institutions generally in
[name of Interest Rate Country] [name of Base Interest Rate country or
Reference Interest Rate Country] are authorized or required by law or executive
order to close or (ii) a day on which the [names of relevant stock exchanges]
[is/are] not open for business [; and "Interest Rate Country Resident" means a
resident of, or any corporation or other entity organized under the laws of,
[name of Interest Rate Country] [name of Base Interest Rate country or
Reference Interest Rate Country], its territories, its possessions or other
areas subject to its jurisdiction].
This Interest Rate Warrant Certificate is issued under and in
accordance with the Interest Rate Warrant Agreement, dated as of [____________,
19__] (the "Interest Rate Warrant Agreement"), among the Company and the
Interest Rate Warrant Agent, and is subject to the terms and provisions
contained in the Interest Rate Warrant Agreement, to all of which terms and
provisions all Owners of the Interest Rate Warrants represented by this
Interest Rate Warrant Certificate and the registered Holder of this Interest
Rate Warrant Certificate and the registered Holder of this Interest Rate
Warrant Certificate consent by acceptance hereof by the Depositary (as defined
below). Copies of the Interest Rate Warrant Agreement are on file at the
principal corporate trust office of the Interest Rate Warrant Agent in New York
City. Except as provided in the Interest Rate Warrant Agreement, Owners will
not be entitled to receive definitive certificates evidencing their Interest
Rate Warrants. Interest Rate Warrant holdings will be held through a
depositary selected by the Company which initially is [The Depository Trust
Company] (the "Depositary", which term, as used herein, includes any successor
depositary selected by the Company) as further provided in the Interest Rate
Warrant Agreement.
Capitalized terms included herein but not defined herein have
the meanings assigned thereto in the Interest Rate Warrant Agreement.
The Cash Settlement Value of an exercised Interest Rate
Warrant (whether exercised automatically or by notice) shall mean [insert
fraction] of [the U.S. dollar equivalent (rounded to the nearest [dollar]
[cent])] of [the amount, if any, as quoted in
A-1-2
<PAGE> 38
whole basis points, by which (i) the Strike Amount exceeds (ii) the Spot
Amount](8) [the amount, if any, by which (i) the Spot Amount exceeds (ii) the
Strike Amount](9); provided that, if such amount if less than zero, then the
Cash Settlement shall be zero.
The "Strike Amount" means [insert definition from the Prospectus Supplement].
The "Spot Amount" on any date means [insert definition from
the Prospectus Supplement].
References in this Agreement to "U.S. Dollars" or "$" are to
the lawful currency of the United States of America. References in this
Agreement of a "yield" of any [Treasury Bonds] are to the yield to maturity of
such [Treasury Bonds.]
Except in the case of automatic exercise on the Expiration
Date or cancellation, suspension or delay as further provided below and in the
Interest Rate Warrant Agreement, the "Valuation Date" for an Interest Rate
Warrant shall be the Interest Rate Country Business Day next succeeding the New
York Business Day on which the Interest Rate Warrant Agent has received (i)
delivery of such Interest Rate Warrant on the records of the Depositary free to
the Interest Rate Warrant Account [,accompanied by payment in good form of the
Exercise Price] and (ii) an Exercise Notice for such Interest Rate Warrant in
good order in the form of Exhibit C-1 to the Interest Rate Warrant Agreement,
at or prior to [1:30 P.M.], New York City time; and if the Interest Rate
Warrant Agent shall receive such delivery of such Exercise Notice after [1:30
P.M.], New York City time, on such date, the Valuation Date shall be the next
Interest Rate Country Business Day following the New York Business Day
following the New York Business Day on which the Interest Rate Warrant Agent
received such Interest Rate Warrant and such Exercise Notice. Any delivery of
an Interest Rate Warrant [, the Exercise Price] or Exercise Notice received
after [1:30 P.M.], New York City time, on the Expiration Date shall be void and
of no effect and shall be deemed not to have been delivered, and the Interest
Rate Warrants with respect to which such late delivery or Exercise Notice
relates shall be exercised in accordance with the third succeeding paragraph
hereof. A Depositary Participant may specify in its irrevocable Exercise
Notice that such Exercise Notice is conditional (the "Conditional Exercise
Notice"), then such Conditional Exercise Notice shall be void and of no effect
(and shall be disregarded for all purposes of the Interest Rate Warrant
Agreement) if the Reference Value (as defined in Section
- --------------------
[FN]
(8) In case of Interest Rate Put Warrants.
(9) In case of Interest Rate Call Warrants.
[/FN]
A-1-3
<PAGE> 39
2.1(a)) on the Valuation Date is more than [_______] [above](10) [below](11) the
Spot Amount on the date upon which the Conditional Exercise Notice is received
(or deemed to have been received) and not rejected by the Interest Rate Warrant
Agent (or if such date is not an Interest Rate Country Business Day, on the
immediately preceding Interest Rate Country Business Day)].
If the Exercise Notice is not rejected as provided in the
Interest Rate Warrant Agreement, the Interest Rate Warrant Agent will determine
the Cash Settlement Value of the exercised Interest Rate Warrants as provided
in the Interest Rate Warrant Agreement. Provided that the Company has made
adequate funds available to the Interest Rate Warrant Agent in a timely manner,
the Interest Rate Warrant Agent will make payment in the form of a check [or
bank wire transfer if the payment is greater than $__________] available to the
appropriate Depositary Participant, which shall be responsible for crediting
the Cash Settlement Value of Interest Rate Warrants to appropriate Owners, on
the fifth Business Day following the Valuation Date (or, if such Valuation Date
is not a New York Business Day, on the sixth New York Business Day after such
Valuation Date) (the "Settlement Date"), all as provided in the Interest Rate
Warrant Agreement, such payment to be in the amount of the Cash Settlement
Value in respect of Interest Rate Warrants exercised by such Depositary
Participant.
The Interest Rate Warrant Agent will promptly cause its
records to be marked to reduce the number of Interest Rate Warrants represented
by this Interest Rate Warrants Certificate by the number of Interest Rate
Warrants (i) for which it has received an Exercise Notice in proper form, (ii)
that were delivered to the Interest Rate Warrant Account, and (iii) for which
payment has been made.
All Interest Rate Warrants with respect to which either (i) no
delivery of Interest Rate Warrants to the Interest Rate Warrant Account has
occurred or no valid Exercise Notice has been received by the Interest Rate
Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration
Date for such Interest Rate Warrants, (ii) the Exercise Date which has been
postponed pursuant to Section 2.2(e) of the Interest Rate Warrant Agreement to
a date on or after the New York Business Day preceding the Expiration Date or
(iii) there has been no proper exercise on the New York Business Day on which
the Interest Rate Warrants are permanently delisted or suspended from the [name
of U.S. national securities exchange] and, at or prior to such delisting or
suspension, the Interest Rate Warrants have not been
- --------------------
[FN]
(10) In case of Interest Rate Put Warrants.
(11) In case of Interest Rate Call Warrants.
[/FN]
A-1-4
<PAGE> 40
listed on another U.S. national securities exchange or quoted through a
Self-Regulatory Organization (as defined in the Interest Rate Warrant
Agreement) (the "Unexercised Interest Rate Warrants"), will be deemed
automatically exercised on such Expiration Date without any requirement of
notice of exercise to the Interest Rate Warrant Agent. The Valuation Date for
such Interest Rate Warrants shall be the first Interest Rate Country Business
Day following such Expiration Date.
By 5:00 P.M., New York City time, on the Expiration Date, the
Interest Rate Warrant Agent shall advise the Company of the number of
Unexercised Warrants outstanding after [1:30 P.M.], New York City time, on such
day. On the Valuation for such Interest Rate Warrants (or if such Valuation
Date is not a New York Business Day, then the next succeeding New York Business
Day), the Interest Rate Warrant Agent shall (i) determine the Cash Settlement
Value (in the manner provided in Section 2.2(f) of the Interest Rate Warrant
Agreement) of the Interest Rate Warrants to be automatically exercised, (ii)
advise the Company by 5:00 P.M. New York City time, on such Valuation Date of
the Cash Settlement Value with respect to such Interest Rate Warrants and (iii)
advise the Company of such other matters relating to the automatically
exercised Interest Rate Warrants as the Company shall reasonably request.
Provided that the Company has made adequate funds available to
the Interest Rate Warrant Agent in a timely manner which shall, in no event, be
later than [1:30 P.M.], New York City time, on the fifth New York Business Day
following the Valuation Date for such automatically exercised Interest Rate
Warrants (or, if such Valuation Date is not a New York Business Day, on the
sixth New York business Day after such Valuation Date), the Interest Rate
Warrant Agent will make its check [or bank wire transfer if the payment is
greater than $_______] available to the Depositary, after [1:30 P.M.], New York
City time, but prior to the close of business, on such fifth New York Business
Day following the Valuation Date for such Interest Rate Warrants (or, if such
Valuation Date is not a New York Business Day, on the sixth New York Business
Day after such Valuation Date), such check to be in the amount of the [(i)]
aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of
Interest Rate Warrants that have been automatically exercised, transferred to
the Interest Rate Warrant Account; provided, however, that the Interest Rate
Warrant Agent shall withhold payment of the [(i)] Cash Settlement Value [(ii)
minus the Exercise Price] with respect to any Interest Rate Warrants which have
not been transferred to the Interest Rate Warrant Account and for which the
Interest Rate Warrant Agent has not received a certificate in the form of
Exhibit D-1 to the Interest Rate Warrant Agreement until the Interest Rate
Warrant Agent has received such Interest Rate Warrants and certificate with
respect to such Interest Rate Warrants. If pursuant to the immediately
A-1-5
<PAGE> 41
preceding sentence the Interest Rate Warrant Agent has not withheld payment
with respect to any Interest Rate Warrants, the Interest Rate Warrant Agent
shall promptly cancel the Interest Rate Warrant Certificate representing the
Interest Rate Warrants automatically exercised as described above and deliver
it to the Issuer. If the Interest Rate Warrant Agent has withheld payment of
the [(i)] Cash Settlement Value [(ii) minus the Exercise Price] with respect to
any Interest Rate Warrants, the Interest Rate Warrant Agent shall act as a
successor Depositary and shall cancel the Interest Rate Warrant Certificate and
deliver it to the Company only upon receipt of certificates in the form of
Exhibit D-1 attached to the Interest Rate Warrant Agreement from the
appropriate Depositary Participants with respect to all of the Interest Rate
Warrants then evidenced by the Interest Rate Warrant Certificate and payment of
the total [(i)] Cash Settlement Value [(ii) minus the Exercise price] withheld.
The Interest Rate Warrant Agent's sole responsibility as successor Depositary
with respect to the Unexercised Interest Rate Warrants shall be to pay the
[(i)] Cash Settlement Value [(ii) minus the Exercise Price] of such Interest
Rate Warrants upon receipt of [(i)] the related Interest Rate Warrants and (ii)
certificates in the form of Exhibit C-1 to the Interest Rate Warrant Agreement
from the appropriate Depositary Participants.
The Company, the Interest Rate Warrant Agent and any agent of
the Company or the Interest Rate Warrant Agent may deem and treat the
registered Holder hereof as the absolute Owner of the Interest Rate Warrants
represented hereby (notwithstanding any notation of ownership or other writing
hereon) for any purpose and as the person entitled to exercise the rights
represented by the Interest Rate Warrants evidenced hereby, and neither the
Company nor the Interest Rate Warrant Agent nor any agent of the Company or
the Interest Rate Warrant Agent shall be affected by any notice to the
contrary, subject to certain provisions of the Interest Rate Warrant Agreement,
except that the Company and the Interest Rate Warrant Agent shall be entitled
to rely on and act pursuant to instructions of Depositary Participants as
contemplated herein and in the Interest Rate Warrant Agreement.
Subject to the terms of the Interest Rate Warrant Agreement,
upon due presentment for registration of transfer of this Interest Rate Warrant
Certificate at [the principal corporate trust office of the Interest Rate
Warrant Agent] in [New York City], the Company shall execute and the Interest
Rate Warrant Agent shall countersign and deliver in the name of the designated
transferee a new Interest Rate Warrant Certificate of like tenor and
representing a like number of unexercised Interest Rate Warrants as evidenced
by this Interest Rate Warrant Certificate at the time of such registration of
transfer which shall be issued to the designated transferee in exchange for
this
A-1-6
<PAGE> 42
Interest Rate Warrant Certificate, subject to the limitations provided in the
Interest Rate Warrant Agreement, without charge.
This Interest Rate Warrant Certificate and the Interest Rate
Warrant Agreement are subject to amendment as provided in the Interest Rate
Warrant Agreement.
The validity, interpretation and performance of this Interest
Rate Warrant Certificate and its terms and provisions shall be governed by and
construed in accordance with the laws of the State of New York.
This Interest Rate Warrant Certificate shall not be valid or
obligatory for any purpose until countersigned by the Interest Rate Warrant
Agent.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated as of [_________, 19__]
THE CHASE MANHATTAN CORPORATION
By:
------------------------------
[title]
[SEAL]
Attest:
---------------------------
[title]
Countersigned on the date
above written:
[name of Interest Rate Warrant Agent],
as Interest Rate Warrant Agent
By:
-------------------------------
[title]
A-1-7
<PAGE> 43
EXHIBIT A-2
[NO PAYMENT WILL BE MADE UPON THE EXERCISE OF THIS
WARRANT UNLESS THE INTEREST RATE WARRANT AGENT HAS
RECEIVED THE CERTIFICATION DESCRIBED IN THE
INTEREST RATE WARRANT AGREEMENT]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE
INTEREST RATE WARRANT AGENT AS PROVIDED HEREIN
No. CUSIP No. [_____________]
INTEREST RATE WARRANT CERTIFICATE
representing
[up to ____________] [insert name of interest rate]Interest Rate
[Put/Call/Spread] Warrants
Expiring [__________, 19__]
THE CHASE MANHATTAN CORPORATION
This certifies that [the bearer] [__________________ or
registered assigns] (the "Holder") is the registered Holder of [insert name of
Interest Rate] Interest Rate [Put/Call/Spread] Warrants (the "Interest Rate
Warrants") or such lesser amount as is indicated in the records of [name of
Interest Rate Warrant Agent], as Interest Rate Warrant Agent. Each Interest
Rate Warrant entitles the Holder, subject to the provisions contained herein
and in the Interest Rate Warrant Agreement referred to below, to receive in
[U.S. dollars] [other currency] from The Chase Manhattan Corporation (the
"Company") the Cash Settlement Value (as defined herein). In no event shall
the Holder hereof be entitled to any interest on any Cash Settlement Value.
Subject to the terms of the Interest Rate Warrant Agreement
and the limitations described herein, the Interest Rate Warrants may be
irrevocably exercised [on any New York Business Day from their date of issuance
until [1:30 P.M.], New York City time,] on (i) [the date upon which the right
to exercise the Interest Rate Warrants expires or, if such date is not a New
York Business Day (as defined in the Interest Rate Warrant Agreement), on the
next succeeding new York Business Day] [_________, 199_] (the "Expiration
Date") or (ii) the date of automatic exercise or cancellation as further
described below and as provided in the Interest Rate Warrant Agreement. Except
in the case of exercise on the Expiration Date, automatic exercise or
cancellation as described below, not fewer than [_______] [or more than]
Interest Rate Warrants may be exercised by or on behalf of any one Holder on
any one day. References herein to "U.S. dollars" or "U.S.$" are to the
currency of the United States of America. References to "[name of Interest Rate
currency]" or "[_________]" are to the currency of [name of Interest Rate
Country]. As used herein, the
A-2-1
<PAGE> 44
term "New York Business Day" means any day other than a Saturday, Sunday, legal
holiday or other day on which the [New York Stock Exchange] [American Stock
Exchange] or [relevant futures and options exchanges on which the underlying
securities trade] is not open for securities trading or banking institutions
generally in the City of New York are authorized or required by law or
executive order to close; "Interest Rate Country Business Day" means any day
other than (i) a Saturday, Sunday, legal holiday or other day on which banking
institutions generally in [name of Interest Rate Country] [name of Base
Interest Rate country or Reference Interest Rate Country] are authorized or
required by law or executive order to close or (ii) a day on which the [names
of relevant stock exchanges] [is/are] not open for business [; and "Interest
Rate Country Resident" means a resident of, or any corporation or other entity
organized under the laws of, [name of Interest Rate Country] [name of Base
Interest Rate country or Reference Interest Rate Country], its territories, its
possessions or other areas subject to its jurisdiction].
This Interest Rate Warrant Certificate is issued under and in
accordance with the Interest Rate Warrant Agreement, dated as of [____________,
19__] (the "Interest Rate Warrant Agreement"), among the Company and the
Interest Rate Warrant Agent, and is subject to the terms and provisions
contained in the Interest Rate Warrant Agreement, to all of which terms and
provisions the registered Holder of this Interest Rate Warrant Certificate and
the registered Holder of this Interest Rate Warrant Certificate consents by
acceptance hereof. Copies of the Interest Rate Warrant Agreement are on file
at the principal corporate trust office of the Interest Rate Warrant Agent in
New York City.
Capitalized terms included herein but not defined herein have
the meanings assigned thereto in the Interest Rate Warrant Agreement.
The Cash Settlement Value of an exercised Interest Rate
Warrant (whether exercised automatically or by notice) shall mean [insert
fraction] of [the U.S. dollar equivalent (rounded to the nearest [dollar]
[cent])] of [the amount, if any, as quoted in whole basis points, by which (i)
the Strike Amount exceeds (ii) the Spot Amount](12) [the amount, if any, by
which (i) the Spot Amount exceeds (ii) the Strike Amount](13); provided that,
if such amount if less than zero, then the Cash Settlement shall be zero.
The "Strike Amount" means [insert definition from the Prospectus Supplement].
- --------------------
[FN]
(12) In case of Interest Rate Put Warrants.
(13) In case of Interest Rate Call Warrants.
[/FN]
A-2-2
<PAGE> 45
The "Spot Amount" on any date means [insert definition from
the Prospectus Supplement].
References in this Agreement to "U.S. Dollars" or "$" are to
the lawful currency of the United States of America. References in this
Agreement of a "yield" of any [Treasury Bonds] are to the yield to maturity of
such [Treasury Bonds.]
Except in the case of automatic exercise on the Expiration
Date or cancellation, suspension or delay as further provided below and in the
Interest Rate Warrant Agreement, the "Valuation Date" for an Interest Rate
Warrant shall be the Interest Rate Country Business Day next succeeding the New
York Business Day on which the Interest Rate Warrant Agent has received (i)
delivery of such Interest Rate Warrant [,accompanied by payment in good form of
the Exercise Price] and (ii) an Exercise Notice for such Interest Rate Warrant
in good order in the form of Exhibit C-2 to the Interest Rate Warrant
Agreement, at or prior to [1:30 P.M.], New York City time; and if the Interest
Rate Warrant Agent shall receive such delivery of such Exercise Notice after
[1:30 P.M.], New York City time, on such date, the Valuation Date shall be the
next Interest Rate Country Business Day following the New York Business Day
following the New York Business Day on which the Interest Rate Warrant Agent
received such Interest Rate Warrant and such Exercise Notice. Any delivery of
an Interest Rate Warrant [, the Exercise Price] or Exercise Notice received
after [1:30 P.M.], New York City time, on the Expiration Date shall be void and
of no effect and shall be deemed not to have been delivered, and the Interest
Rate Warrants with respect to which such late delivery or Exercise Notice
relates shall be exercised in accordance with the third succeeding paragraph
hereof. A Holder may specify in its irrevocable Exercise Notice that such
Exercise Notice is conditional (the "Conditional Exercise Notice"), then such
Conditional Exercise Notice shall be void and of no effect (and shall be
disregarded for all purposes of the Interest Rate Warrant Agreement) if the
Reference Value (as defined in Section 2.1(a)) on the Valuation Date is more
than [_______] [above](14) [below](15) the Spot Amount on the date upon which
the Conditional Exercise Notice is received (or deemed to have been received)
and not rejected by the Interest Rate Warrant Agent (or if such date is not an
Interest Rate Country Business Day, on the immediately preceding Interest Rate
Country Business Day)].
If the Exercise Notice is not rejected as provided in the
Interest Rate Warrant Agreement, the Interest Rate Warrant Agent will determine
the Cash Settlement Value of the exercised
- --------------------
[FN]
(14) In case of Interest Rate Put Warrants.
(15) In case of Interest Rate Call Warrants.
[/FN]
A-2-3
<PAGE> 46
Interest Rate Warrants as provided in the Interest Rate Warrant Agreement.
Provided that the Company has made adequate funds available to the Interest
Rate Warrant Agent in a timely manner, the Interest Rate Warrant Agent will
make payment in the form of a check [or bank wire transfer if the payment is
greater than $__________] available to the appropriate Holder on the fifth
Business Day following the Valuation Date (or, if such Valuation Date is not a
New York Business Day, on the sixth New York Business Day after such Valuation
Date) (the "Settlement Date"), all as provided in the Interest Rate Warrant
Agreement, such payment to be in the amount of the Cash Settlement Value in
respect of Interest Rate Warrants exercised by such Holder.
The Interest Rate Warrant Agent will promptly cause its
records to be marked to reduce the number of Interest Rate Warrants represented
by this Interest Rate Warrants Certificate by the number of Interest Rate
Warrants (i) for which it has received an Exercise Notice in proper form, (ii)
that were delivered to the Interest Rate Warrant Agent, and (iii) for which
payment has been made.
All Interest Rate Warrants with respect to which either (i) no
delivery of Interest Rate Warrants to the Interest Rate Warrant Account has
occurred or no valid Exercise Notice has been received by the Interest Rate
Warrant Agent at or prior to [1:30 P.M.], New York City time, on the Expiration
Date for such Interest Rate Warrants, (ii) the Exercise Date which has been
postponed pursuant to Section 2.2(e) of the Interest Rate Warrant Agreement to
a date on or after the New York Business Day preceding the Expiration Date or
(iii) there has been no proper exercise on the New York Business Day on which
the Interest Rate Warrants are permanently delisted or suspended from the [name
of U.S. national securities exchange] and, at or prior to such delisting or
suspension, the Interest Rate Warrants have not been listed on another U.S.
national securities exchange or quoted through a Self-Regulatory Organization
(as defined in the Interest Rate Warrant Agreement) (the "Unexercised Interest
Rate Warrants"), will be deemed automatically exercised on such Expiration Date
without any requirement of notice of exercise to the Interest Rate Warrant
Agent. The Valuation Date for such Interest Rate Warrants shall be the first
Interest Rate Country Business Day following such Expiration Date.
By 5:00 P.M., New York City time, on the Expiration Date, the
Interest Rate Warrant Agent shall advise the Company of the number of
Unexercised Warrants outstanding after [1:30 P.M.], New York City time, on such
day. On the Valuation for such Interest Rate Warrants (or if such Valuation
Date is not a New York Business Day, then the next succeeding New York Business
Day), the Interest Rate Warrant Agent shall (i) determine the Cash Settlement
Value (in the manner provided in Section 2.2(f) of the Interest Rate Warrant
Agreement) of the Interest Rate
A-2-4
<PAGE> 47
Warrants to be automatically exercised, (ii) advise the Company by 5:00 P.M.
New York City time, on such Valuation Date of the Cash Settlement Value with
respect to such Interest Rate Warrants and (iii) advise the Company of such
other matters relating to the automatically exercised Interest Rate Warrants as
the Company shall reasonably request.
Provided that the Company has made adequate funds available to
the Interest Rate Warrant Agent in a timely manner which shall, in no event, be
later than [1:30 P.M.], New York City time, on the fifth New York Business Day
following the Valuation Date for such automatically exercised Interest Rate
Warrants (or, if such Valuation Date is not a New York Business Day, on the
sixth New York business Day after such Valuation Date), the Interest Rate
Warrant Agent will make its check [or bank wire transfer if the payment is
greater than $_______] available to the Holder, after [1:30 P.M.], New York
City time, but prior to the close of business, on such fifth New York Business
Day following the Valuation Date for such Interest Rate Warrants (or, if such
Valuation Date is not a New York Business Day, on the ninth New York Business
Day after such Valuation Date), such check to be in the amount of the [(i)]
aggregate Cash Settlement Value [(ii) minus the Exercise Price] in respect of
Interest Rate Warrants that have been automatically exercised, delivered to the
Interest Rate Warrant Agent; provided, however, that the Interest Rate Warrant
Agent shall withhold payment of the [(i)] Cash Settlement Value [(ii) minus the
Exercise Price] with respect to any Interest Rate Warrants which have not been
received by the Interest Rate Warrant Agent [and for which the Interest Rate
Warrant Agent has not received a certificate in the form of Exhibit D-2 to the
Interest Rate Warrant Agreement] until the Interest Rate Warrant Agent has
received such Interest Rate Warrants [and certificate with respect to such
Interest Rate Warrants]. If pursuant to the immediately preceding sentence the
Interest Rate Warrant Agent has not withheld payment with respect to any
Interest Rate Warrants, the Interest Rate Warrant Agent shall promptly cancel
the Interest Rate Warrant Certificate representing the Interest Rate Warrants
automatically exercised as described above and deliver it to the Issuer. If
the Interest Rate Warrant Agent has withheld payment of the [(i)] Cash
Settlement Value [(ii) minus the Exercise Price] with respect to any Interest
Rate Warrants, the Interest Rate Warrant Agent shall cancel this Interest Rate
Warrant Certificate and deliver it to the Company only upon [receipt of
certificates in the form of Exhibit D-2 attached to the Interest Rate Warrant
Agreement from the Holder with respect to all of the Interest Rate Warrants
then evidenced by this Interest Rate Warrant Certificate and] payment of the
total [(i)] Cash Settlement Value [(ii) minus the Exercise price] withheld.
The Interest Rate Warrant Agent's sole responsibility with respect to the
Unexercised Interest Rate Warrants shall be to pay the [(i)] Cash Settlement
Value [(ii) minus the Exercise Price] of such Interest Rate Warrants upon
A-2-5
<PAGE> 48
receipt of [(i)] the related Interest Rate Warrants [and (ii) certificates in
the form of Exhibit C-2 to the Interest Rate Warrant Agreement from the
Holder].
The Company, the Interest Rate Warrant Agent and any agent of
the Company or the Interest Rate Warrant Agent may deem and treat the
registered Holder hereof as the absolute owner of the Interest Rate Warrants
represented hereby (notwithstanding any notation of ownership or other writing
hereon) for any purpose and as the person entitled to exercise the rights
represented by the Interest Rate Warrants evidenced hereby, and neither the
Company nor the Interest Rate Warrant Agent nor any agent of the Company or
the Interest Rate Warrant Agent shall be affected by any notice to the
contrary, subject to certain provisions of the Interest Rate Warrant Agreement.
Subject to the terms of the Interest Rate Warrant Agreement,
upon due presentment for registration of transfer of this Interest Rate Warrant
Certificate at [the principal corporate trust office of the Interest Rate
Warrant Agent] in [New York City], the Company shall execute and the Interest
Rate Warrant Agent shall countersign and deliver in the name of the designated
transferee a new Interest Rate Warrant Certificate of like tenor and
representing a like number of unexercised Interest Rate Warrants as evidenced
by this Interest Rate Warrant Certificate at the time of such registration of
transfer which shall be issued to the designated transferee in exchange for
this Interest Rate Warrant Certificate, subject to the limitations provided in
the Interest Rate Warrant Agreement, without charge.
This Interest Rate Warrant Certificate and the Interest Rate
Warrant Agreement are subject to amendment as provided in the Interest Rate
Warrant Agreement.
The validity, interpretation and performance of this Interest
Rate Warrant Certificate and its terms and provisions shall be governed by and
construed in accordance with the laws of the State of New York.
This Interest Rate Warrant Certificate shall not be valid or
obligatory for any purpose until countersigned by the Interest Rate Warrant
Agent.
A-2-6
<PAGE> 49
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated as of [_________, 19__]
THE CHASE MANHATTAN CORPORATION
By:
------------------------------
[title]
[SEAL]
Attest:
---------------------------
[title]
Countersigned on the date
above written:
[name of Interest Rate Warrant Agent],
as Interest Rate Warrant Agent
By:
-------------------------------
[title]
A-2-7
<PAGE> 50
EXHIBIT B
Form of Transfer of Interest Rate Warrant Certificate
[______________________], as Interest Rate Warrant Agent
Corporate Trust Department
[address]
[Telex:__________________]
[Facsimile:______________]
[_________________], the registered Holder of the Interest
Rate Warrant Certificate representing all unexercised The Chase Manhattan
Corporation [name of Interest Rate] [Put/Call/Spread] Warrants Expiring
[_____________, 19___], hereby requests the transfer of such Interest Rate
Warrant Certificate to _______________________________.
Dated:_________ [NAME OF REGISTERED HOLDER]
By:
------------------------------
GUARANTY OF SIGNATURE
[NAME OF GUARANTOR]
By:
----------------------------
Name:
Title:
B-1
<PAGE> 51
EXHIBIT C-1
Form of Exercise Notice from Depositary Participant
_________________, as Interest Rate Warrant Agent
Attention:______________________________
(Facsimile:_____________________________)
(Telephone:_____________________________)
(Telex:_________________________________)
Re: Exercise of The Chase Manhattan Corporation
[name of Interest Rate] [Put/Call/Spread] Warrants
Expiring _________, 19___ ("Interest Rate Warrants")
1. We refer to the Interest Rate Warrant Agreement dated
as of [________________, 19__] (the "Interest Rate Warrant Agreement") between
The Chase Manhattan Corporation (the "Company") and [______] (the "Interest
Rate Warrant Agent"). On behalf of certain clients, each of whom is exercising
no fewer than [ ] Interest Rate [or more than] [____] Interest Rate Warrants
and whose Interest Rate Warrants are held in our name, we hereby irrevocably
exercise [________] Interest Rate Warrants (the "Tendered Warrants").
2. This Exercise Notice [is] [is not] a Conditional
Exercise Notice. We hereby acknowledge that a Conditional Exercise Notice will
be void and of no effect (and shall be disregarded for all purposes under the
Interest Rate Warrant Agreement) if the Spot Amount on the Valuation Date is
more than [__________] [above](1) [below](2) the closing value of the [name of
Interest Rate] on the date this Exercise Notice is received by you (or deemed
to have been received by you) and not rejected (or if such date is not an
Interest Rate Country Business Day, on the immediately preceding Interest Rate
Country Business Day).
3. We have instructed the Depositary to deliver the
Exercised Warrants [and the Exercise Price] free through the Depositary to the
Interest Rate Warrant Account. (Account No. [__________________]).
4. We hereby acknowledge that this Exercise Notice [,
the Exercise Price] and the Tendered Warrants must be received by you by [1:30
P.M.], New York City time, on the date hereof in order for the Valuation Date
of the Tendered Warrants to be the next succeeding Interest Rate Country
Business Day and that if
- --------------------
[FN]
(1) In case of Index Put Warrants.
(2) In case of Index Call Warrants.
[/FN]
C-1-1
<PAGE> 52
this Exercise Notice [, the Exercise Price] or the Tendered Warrants are
received by you after [1:30 P.M.], New York City time, but prior to the close
of business on such date, the Valuation Date of the Tendered Warrants shall be
the next Interest Rate Country Business Day following the New York Business Day
on which such Exercise Notice is received. [We further acknowledge that if
this Conditional Exercise Notice [, the Exercise Price] or the Tendered
Warrants are received by you after [1:30 P.M.], New York City time, but prior
to the close of business on the date hereof, that for purposes of making the
determinations required by such Conditional Exercise Notice, the Interest Rate
Warrants will be deemed to be exercised on the next succeeding New York
Business Day following the date hereof.](3)
5. We hereby certify that we are a participant of [The
Depository Trust Company] (the "Depositary") with the present right to use and
receive its services.
6. We hereby acknowledge that if you determine that this
Exercise Notice has not been fully completed, or is not in proper form, or you
are unable to verify that we are a participant of the Depositary as provided
above, this Exercise Notice will be void and of no effect and will be deemed
not to have been delivered.
Capitalized terms used herein and not defined have the
meanings assigned thereto in the Interest Rate Warrant Agreement.
Dated:________________ __, 19__
[NAME OF DEPOSITARY
PARTICIPANT]
[Participant Number]
By
--------------------------------------
Authorized Signature
[Address]
Telephone:_______________
Facsimile:_______________
- --------------------
[FN]
(3) In case of Conditional Exercise Notice.
[/FN]
C-1-2
<PAGE> 53
EXHIBIT C-2
Form of Exercise Notice from Owner
_________________, as Interest Rate Warrant Agent
[Address]:
Attention:______________________________
(Facsimile:_____________________________)
(Telephone:_____________________________)
(Telex:_________________________________)
Re: Exercise of The Chase Manhattan Corporation
[name of Interest Rate] [Put/Call/Spread] Warrants
Expiring , 19 ("Interest Rate Warrants")
1. We refer to the Interest Rate Warrant Agreement dated
as of [________________, 19__] (the "Interest Rate Warrant Agreement") between
The Chase Manhattan Corporation (the "Company") and [______] (the "Interest
Rate Warrant Agent"). We hereby irrevocably exercise [no fewer than]
[________] Interest Rate Warrants [or more than] [_____] Interest Rate Warrants
(the "Tendered Warrants") and deliver to you herewith a Definitive Certificate
or Certificates, registered in the name of the undersigned, representing a
number of Interest Rate Warrants at least equal to the Number of Exercised
Warrants [, accompanied by payment in full of the Exercise Price [, in U.S.
Dollars [other currency] [in cash or certified or official bank check in New
York Clearing House funds] [by wire transfer in immediately available funds]
payable to the account of the Company.].
2. This Exercise Notice [is] [is not] a Conditional
Exercise Notice. We hereby acknowledge that a Conditional Exercise Notice will
be void and of no effect (and shall be disregarded for all purposes under the
Interest Rate Warrant Agreement) if the closing value of the [name of Interest
Rate] on the date the Valuation Date is more than [__________] [above](1)
[below](2) the closing value of the [name of Interest Rate] on the date this
Exercise Notice was received (or deemed to have been received) and not rejected
(or if such date is not an Interest Rate Country Business Day, on the
immediately preceding Interest Rate Country Business Day).
3. We hereby acknowledge that this Exercise Notice [,
the Exercise Price] and the related Definitive Certificates must be received by
you by [1:30 P.M.], New York City time, on the
- --------------------
[FN]
(1) In case of Index Put Warrants.
(2) In case of Index Call Warrants.
[/FN]
C-2-1
<PAGE> 54
date hereof in order for the Valuation Date of the Tendered Warrants to be the
next succeeding Interest Rate Country Business Day and that if this Exercise
Notice [, the Exercise Price] or such Definitive Certificates are received by
you after [1:30 P.M.], New York City time, the Valuation Date of the Tendered
Warrants shall be the next Interest Rate Country Business Day following the New
York Business Day on which this Exercise Notice [, the Exercise Price] and such
Definitive Certificates are received. [We further acknowledge that if this
Conditional Exercise Notice or the Definitive Certificates are received by you
after [1:30 P.M.], New York City time, but prior to the close of business on
the date hereof, that for purposes of making the determinations required by
such Conditional Exercise Notice, the Interest Rate Warrants will be deemed to
be exercised on the next succeeding New York Business Day following the date
hereof.](3)
Capitalized terms used herein and not defined have the
meanings assigned thereto in the Interest Rate Warrant Agreement.
Dated:________________ __, 19__
[NAME OF OWNER]
By
--------------------------------------
Authorized Signature
[Address]
Telephone:_______________
Facsimile:_______________
- --------------------
[FN]
(3) In case of Conditional Exercise Notice.
[/FN]
C-2-2
<PAGE> 55
EXHIBIT C-3
Notice of Rejection
[Choose paragraph A or B]
[A] You are hereby notified that [the Exercise Notice
delivered by you was determined by us not to have been [duly completed] [in
proper form] [the Definitive Certificate delivered by you was determined by us
not to have been in proper form] [the Exercise price delivered by you with the
Exercise Notice was determined by us not to have been in proper form] [we were
not able to verify that you are a participant of [The Depository Trust Company]
in the manner, and pursuant to the procedures], as set forth in the Interest
Rate Warrant Agreement, dated as of [_______________, 19___], between The Chase
Manhattan Corporation, and [ ], as Interest Rate Warrant Agent.
Accordingly, we have rejected your Exercise Notice as being unsatisfactory as
to form.
[B] You are hereby notified that we have rejected your
Conditional Exercise Notice, because [the closing value of the Interest Rate on
the Valuation Date was [__________], and the closing value of the Interest Rate
on the date upon which we received (or was deemed to have received) such
Exercise Notice was [____________________]
Dated: [___________________________, 199__]
______________________, as
Interest Rate Warrant Agent
By:
-------------------------------
Authorized Agent
C-3-1
<PAGE> 56
EXHIBIT C-4
Confirmation of Exercise
We hereby confirm receipt of your Interest Rate Warrants and
your Exercise Notice [and Exercise Price] with respect to such Interest Rate
Warrants (the "Exercised Warrants"), which Exercise Notice [and Exercise Price]
we have found to be duly completed and in good order, [and we have verified, in
the manner provided in the Interest Rate Warrant Agreement, that you are a
Depositary Participant.](1) The Valuation Date of the Exercised Warrant is
[_____________________________________].
We hereby confirm that the Exercised Warrants have been
exercised at the [Interest Rate Value of [___________]] and that the aggregate
Cash Settlement Value of [payment currency] [_______________] ([payment
currency] [__________] per Interest Rate Warrant will be made available to you
in the form of a check, five New York Business Days after the Valuation Date
(or six New York Business Days in the case that the Valuation Date for the
exercised Interest Rate Warrants was not a New York Business Day) in accordance
with the terms of the Interest Rate Warrant Agreement.
Capitalized terms included herein but not defined have the
meanings assigned thereto in the Interest Rate Warrant Agreement dated as of
[_______________, 19__] between The Chase Manhattan Corporation and
[__________], as Interest Rate Warrant Agent.
Dated: [__________________________ , 199__]
______________________, as
Interest Rate Warrant Agent
By:
-------------------------------------
Authorized Agent
- --------------------
[FN]
(1) Not necessary with respect to Interest Rate Warrants
represented by Definitive Certificates.
[/FN]
C-4-1
<PAGE> 57
EXHIBIT C-5
Confirmation of Exercise
for Delayed Exercise Warrants
We hereby confirm receipt of your Interest Rate Warrants and
your Exercise Notice [and Exercise Price] with respect to such Interest Rate
Warrants (the "Tendered Warrants"), which Exercise Notice [and Exercise Price]
we have found to be duly completed and in good order, [and we have verified, in
the manner provided in the Interest Rate Warrant Agreement, that you are a
Depositary Participant.](1) The Valuation Date of the Exercised Warrant is
[_____________________________________].
[The Company has elected to limit the number of Interest Rate
Warrants that may have an Exercise Date on [____________, 19__] to
[______________]. Of the Tendered Warrants, [_____________] Interest Rate
Warrants have been selected to be Interest Rate Warrants that will have an
Exercise Date on _______________, 19__] (such Interest Rate Warrants, the
"Exercised Warrants"). The remaining [_______________] Tendered Warrants are
deemed to be Delayed Exercise Warrants.] All of the Tendered Warrants will
have an Exercise Date on [______________, 19___] and are hereinafter referred
to as "Exercised Warrants".]
We hereby confirm that the Exercised Warrants have been
exercised at the Interest Rate Value of [___________] and that the aggregate
Cash Settlement Value of [ ] [_______________] ([payment
currency] per Interest Rate Warrant will be made available to you in the form
of a check, five New York Business Days after the Valuation Date (or six New
York Business Days in the case that the Valuation Date for the exercised
Interest Rate Warrants was not a New York Business Day) in accordance with the
terms of the Interest Rate Warrant Agreement.
Capitalized terms included herein but not defined have the
meanings assigned thereto in the Interest Rate Warrant Agreement dated as of
[_______________, 19__] between The Chase
- --------------------
[FN]
(1) Not necessary with respect to Interest Rate Warrants
represented by Definitive Certificates.
[/FN]
C-5-1
<PAGE> 58
Manhattan Corporation and [__________], as Interest Rate Warrant Agent.
Dated: [___________________________, 199__]
______________________, as
Interest Rate Warrant Agent
By:
-------------------------------------
Authorized Agent
C-5-2
<PAGE> 59
EXHIBIT D-1
Form of Depositary Participant Certificate
[______________________________________________],
as Interest Rate Warrant Agent
[Department]
[Address]
Attention:______________________________
(Facsimile:_____________________________)
(Telephone:_____________________________)
(Telex:_________________________________)
Re: Automatic Exercise of The Chase Manhattan
Corporation [name ofInterest Rate]
[Put/Call/Spread] Warrants Expiring
______________, 19__ (the "Interest Rate Warrants")
We refer to the Interest Rate Warrant Agreement dated as of
[________________, 19__] (the "Interest Rate Warrant Agreement") between The
Chase Manhattan Corporation (the "Company") and [______] (the "Interest Rate
Warrant Agent"). We hereby certify that we own [________] Interest Rate
Warrants, which have been automatically exercised pursuant to the Interest Rate
Warrant Agreement.
Dated:________________ __, 19__
[NAME OF DEPOSITARY PARTICIPANT]
By
-------------------------------------
Authorized Signature
[Address]
Telephone:_______________
Facsimile:_______________
D-1-1
<PAGE> 60
EXHIBIT D-2
Form of Owner Certificate
[_______________________________],
as Interest Rate Warrant Agent
[Department]
[Address]
Attention:______________________________
(Facsimile:_____________________________)
(Telephone:_____________________________)
(Telex:_________________________________)
Re: Automatic Exercise of The Chase Manhattan
Corporation [name of Interest Rate]
[Put/Call/Spread] Warrants Expiring
______________ 19__ (the "Interest Rate Warrants"
We refer to the Interest Rate Warrant Agreement dated as of
_________________, 19__] (the "Interest Rate Warrant Agreement") between The
Chase Manhattan Corporation (the "Company") and [______] (the "Interest Rate
Warrant Agent"). We hereby certify that we own [________] Interest Rate
Warrants, which have been automatically exercised pursuant to the Interest Rate
Warrant Agreement and which we have delivered to you.
Dated:________________ __, 19__
[NAME OF OWNER]
By
--------------------------------------
Authorized Signature
[Address]
Telephone:_______________
Facsimile:_______________
Bank Account Designated for
Payment:___________________
D-2-1
<PAGE> 1
EXHIBIT 4.14
(FACE OF PREFERRED STOCK CERTIFICATE)
(Picture of Salmon P. Chase)
NUMBER SHARES
________ ________
PREFERRED STOCK PREFERRED STOCK
(Series Title) (Series Title)
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THE CHASE MANHATTAN CORPORATION
This is to certify that___________________ CUSIP___________
SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of __________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PREFERRED STOCK OF (Series Title)
The Chase Manhattan Corporation transferable on the books of the Corporation in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This certificate is not valid unless countersigned by the
Transfer Agent and registered by the Registrar.
Witness the signatures of its duly authorized officers.
Dated: _______
/s/ Thomas G. Labrecque /s/ Arthur F. Ryan
CHAIRMAN OF THE BOARD PRESIDENT
/s/ Ronald C. Mayer
SECRETARY
Countersigned and Registered:
MELLON SECURITIES TRUST COMPANY
(New York, New York) Transfer Agent
By and Registrar
Authorized Signature
<PAGE> 2
(REVERSE SIDE OF PREFERRED STOCK CERTIFICATE)
THE CHASE MANHATTAN CORPORATION
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. SUCH REQUEST SHOULD BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE
FACE HEREOF.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM __ as tenants UNIF GIFT
in common MIN ACT--_________Custodian___________
(Cust) (Minor)
under Uniform Gifts to Minors
Act__________________________
(State)
TEN ENT __ as tenants
by the
entireties
JT TEN __ as joint tenants with
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in above list.
For value received, __________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE
____________________
/___________________/_____________________________________________
__________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE.
__________________________________________________________________
___________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint ________________________
__________________________________________________________________
Attorney to transfer the said stock on the books of the within
named Corporation 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 CERTIFICATE IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.
<PAGE> 1
EXHIBIT 4.15
(FACE OF COMMON STOCK CERTIFICATE)
(Picture of Salmon P. Chase)
NUMBER SHARES
________ ________
COMMON STOCK COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THE CHASE MANHATTAN CORPORATION
This is to certify that___________________ CUSIP___________
SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of __________
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF The Chase Manhattan
Corporation transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This
certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the signatures of its duly authorized officers.
Dated: _______
/s/ Thomas G. Labrecque /s/ Arthur F. Ryan
CHAIRMAN OF THE BOARD PRESIDENT
/s/ Ronald C. Mayer
SECRETARY
Countersigned and Registered:
MELLON SECURITIES TRUST COMPANY
(New York, New York) Transfer Agent
By and Registrar
Authorized Signature
<PAGE> 2
(REVERSE SIDE OF COMMON STOCK CERTIFICATE)
THE CHASE MANHATTAN CORPORATION
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. SUCH REQUEST SHOULD BE ADDRESSED TO THE TRANSFER AGENT NAMED ON THE
FACE HEREOF.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM __ as tenants UNIF GIFT
in common MIN ACT--_________Custodian___________
(Cust) (Minor)
under Uniform Gifts to Minors
Act__________________________
(State)
TEN ENT __ as tenants
by the
entireties
JT TEN __ as joint tenants with
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in above list.
For value received, __________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE
____________________
/___________________/_____________________________________________
__________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE.
__________________________________________________________________
___________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint ________________________
__________________________________________________________________
Attorney to transfer the said stock on the books of the within
named Corporation 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 CERTIFICATE IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between The Chase Manhattan
Corporation (the "Company") and The Chase Manhattan Bank, N.A. (the "Rights
Agent") dated as of February 15, 1989 (the "Rights Agreement"), the terms of
which are hereby incorporated herein by reference and a copy of which is on
file at the principal offices of the Company. Under certain circumstances, as
set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company
or the Rights Agent will mail to the holder of this certificate a copy of the
Rights Agreement, as in effect on the date of mailing, without charge promptly
after receipt of a written request therefor. Under certain circumstances set
forth in the Rights Agreement, Rights issued to, or held by, any Person who is,
was or becomes an Acquiring Person or any Affiliate or Associate thereof (as
such terms are defined in the Rights Agreement), whether currently held by or
on behalf of such Person or by any subsequent holder, may become null and void.
Effective September 3, 1991, Mellon Bank, N.A., was appointed successor
Rights Agent under the Rights Agreement, and was thereby vested with the same
powers, rights, duties and responsibilities as if it had been originally named
as Rights Agent under the Rights Agreement.
<PAGE> 1
EXHIBIT 4.16
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE 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 CERTIFICATE ISSUED
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 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
<TABLE>
<CAPTION>
ISIN:
CUSIP:
REGISTERED REGISTERED
No.FXR $
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
____________________ ________% __________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ __________________
HOLDER'S OPTIONAL
REPAYMENT DATE(S): TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
MATURITY:
____________________ __________________ __________________
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION:
PERIOD OID: STOCK EXCHANGE:
____________________ Yes / / No / / Yes / / No / /
ISSUE PRICE: OTHER PROVISIONS:
________________ ___________________
</TABLE>
The Chase Manhattan Corporation, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to ,
, or registered assigns, the principal sum
of DOLLARS on the Stated Maturity Date specified above
(except to the extent redeemed or repaid prior to the Stated Maturity Date),
and to pay interest thereon at the Interest Rate per annum specified above,
until the principal hereof is paid or duly made available for payment,
semiannually on __________ and __________ (each an "Interest Payment Date") in
each year commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, unless the Original Issue Date occurs
between a Regular Record Date, as defined below, and the next succeeding
Interest Payment Date, in which case commencing on the second Interest Payment
Date succeeding the Original Issue Date, to the registered holder of this Note
on the Regular Record Date with respect to such Interest Payment Date, and on
the Stated Maturity Date shown above (or any Redemption Date as defined below
or any Holder's Optional Repayment Date with respect to which such option has
been exercised, each such Stated Maturity Date, Redemption Date and Holder's
Optional Repayment Date being herein referred to as a "Maturity Date" with
respect to the principal payable on such date). Interest on this Note will
accrue from the most recent Interest Payment Date to which interest has been
paid or duly provided for or, if no interest has been paid or duly provided
for, from the Original Issue Date specified above to until the principal hereof
has been paid or duly made available for payment. If the Maturity Date or an
Interest Payment Date falls on a day which is not a Business Day as defined
below, principal, premium, if any, or interest payable with respect to such
Maturity Date or Interest Payment Date will be paid on the next succeeding
Business Day with the same force and effect as if made on such Maturity Date or
Interest Payment Date, as the case may be, and no interest on such payment
shall accrue for the period from and after such Maturity Date or Interest
Payment Date, as the case may be. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, subject to certain
exceptions, be paid to the Person in whose name this Note (or one or more
2
<PAGE> 3
predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be ________ or ________ (whether or not a
Business Day), next preceding such Interest Payment Date; provided, however,
that interest payable on any Maturity Date will be payable to the Person to
whom the principal hereof shall be payable. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Paying and Authenticating Agent (referred to below), notice
whereof shall be given to the Holder of this Note not less than 10 days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner, all as more fully provided in the Indenture (referred to below).
As used herein, "Business Day" means any day other than a Saturday,
Sunday, legal holiday or other day on which banks in The City of New York are
required or authorized by law or executive order to close.
Payment of the principal of, premium, if any, and interest due on this
Note will be made in immediately available funds at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of
New York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD,
or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest on any Interest Payment Date other
than the Maturity Date may be made at the option of the Company by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register. A Holder of not less than $10,000,000 aggregate
principal amount of the Senior Medium-Term Notes, as defined below, may by
written notice to the Paying and Authenticating Agent (referred to below) at
its principal corporate trust office in The City of New York or at its offices
at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or at such
other address as the Company shall give notice in writing) on or before the
Regular Record Date preceding an Interest Payment Date, arrange to have the
interest payable on all Senior Medium-Term Notes held by such Holder on such
Interest Payment Date, and all subsequent Interest Payment Dates until written
notice to the contrary is given to the Paying and Authenticating Agent, made by
wire transfer of immediately available funds to a designated account maintained
at a bank in The City of New York or at its offices at Woolgate House, Coleman
3
<PAGE> 4
Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg
S.A., 5 Rue Plaetis, L-2338 Luxembourg(or other bank consented to by the
Company) as the Holder of such Senior Medium-Term Notes shall have designated;
provided that such bank has appropriate facilities therefor.
This Senior Medium-Term Note, Series B is one of a duly authorized series
of Senior Debt Securities (hereinafter called the "Securities") of the Company
issued and to be issued under an Indenture dated as of July 1, 1986, as
supplemented by a First Supplemental Indenture, dated as of November 1, 1990
and as further supplemented by a Second Supplemental Indenture, dated as of May
1, 1991 (as supplemented, the "Indenture") between the Company and Bankers
Trust Company, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee and the Holders of the Senior
Medium-Term Notes, Series B (the "Senior Medium-Term Notes" or the "Notes") and
the terms upon which the Senior Medium-Term Notes are, and are to be,
authenticated and delivered. The Chase Manhattan Bank, N.A., acting through its
corporate trust offices in The City of New York and at Woolgate House, Coleman
Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue
Plaetis, L-2338 Luxembourg are the initial paying agents for the payment of
interest and principal of the Senior Medium-Term Notes (each, a "Paying
Agent"); and The Chase Manhattan Bank, N.A. acting through its corporate trust
offices in The City of New York and in London is the authenticating agent for
the Senior Medium-Term Notes (the "Paying and Authenticating Agent"). The
Senior Medium-Term Notes may bear different Original Issue Dates, mature at
different times, bear interest at different rates and vary in such other ways
as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder on any
Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's
Optional Repayment Dates are set forth above, this Note may not be so repaid at
the option of the Holder hereof prior to the Stated Maturity Date. On any
Holder's Optional Repayment Date this Note shall be repayable in whole or in
part in increments of $1,000 (provided that any remaining principal hereof
shall be at least $1,000) at the option of the Holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this Note to be repaid
in whole or in part at the option of the Holder hereof, this Note must be
received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal
4
<PAGE> 5
corporate trust office of The Chase Manhattan Bank, N.A. in The City of New
York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or
at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, or such other address which the Company shall from time to time
notify the Holders of the Senior Medium-Term Notes, not more than 60 nor less
than 30 days prior to an Optional Repayment Date. Exercise of such repayment
option by the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"), except as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Note may not be redeemed at the option
of the Company prior to the Stated Maturity Date, except in the event the
Company is required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this Note. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any time in whole
or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Company at the applicable Redemption Price (as defined below) together with
interest thereon payable to the Redemption Date, on notice given to the Holder
not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise indicated on the face hereof, this Note will be subject
to redemption as a whole but not in part at the option of the Company, at a
redemption price equal to the principal amount hereof (or if this Note is an
Original Issue Discount Note at the Amortized Face Amount (as defined below))
together with accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company determines that as a
result of any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of the United States or of any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in the
application or official interpretation of such laws, regulations or rulings,
which change or amendment becomes effective on or after the date hereof, the
Company has or will become obligated to pay Additional Amounts (as hereinafter
defined) with respect to this Note as described below; provided that no such
notice of redemption shall be given earlier than 90 days prior to the earliest
date on which the Company would be obliged to pay such Additional Amounts were
a payment in respect of this Note then due. The Company will make its
determination with respect to redemption as soon as practicable after it
becomes aware of an event that might give rise to such a determination, such
5
<PAGE> 6
determination to be evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to redeem this
Note, the Trustee will give notice to the Holder hereof within 15 days after
the date the Trustee is notified of the Company's election to redeem this Note
or make additional payments as described above. Such notice will state the
nature of the Company's election, the reasons for and the nature of such
determination and the last day by which redemption may be made.
The Company will, subject to the limitations and exceptions set forth
below, pay to the Holder on behalf of an owner of a beneficial interest (an
"Owner") in this Note who is a United States Alien (as hereinafter defined)
such additional amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Owner of principal and premium, if any, and interest,
if any, on this Note, after deduction or withholding for or on account of any
present or future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional payment, by
the United States, or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in this Note to be then
due and payable. However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would not
have been imposed but for (i) the existence of any present or former
connection between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such Owner, if such Owner is
an estate or a trust, or between a member or shareholder of such Owner, if
such Owner is a partnership or corporation) and the United States,
including, without limitation, such Owner (or such fiduciary, settlor,
beneficiary, possessor, member or shareholder) being or having been a
citizen or resident or treated as a resident thereof, or being or having
been engaged in a trade or business or present therein, or having or
having had a permanent establishment therein, or (ii) the presentation of
this Note for payment on a date more than 15 days after the date on which
such payment became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i)
6
<PAGE> 7
as a private foundation or other tax exempt organization or a domestic or
foreign personal holding company with respect to the United States, (ii)
as a corporation that accumulates earnings to avoid United States income
taxes, (iii) as a controlled foreign corporation with respect to the
United States, (iv) as the owner, actually or constructively, of 10% or
more of the total combined voting power of all classes of stock of the
Company entitled to vote, or (v) as a bank that acquires a Note as an
extension of credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Note;
(5) any tax, assessment or other governmental charge that would not
have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements concerning the
nationality, residence, identity or connection with the United States of
the holder or Owner of this Note if, without regard to any tax treaty,
such compliance is required by statute or regulation of the United States
as a precondition to relief or exemption from such tax, assessment or
other governmental charge;
(6) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from a payment on this Note, if such payment
can be made without such withholding by any other Paying Agent of the
Company outside the United States;
(7) any tax, assessment or other governmental charge that would not
have been so imposed but for the Owner being or having been a person
within a country with respect to which the United States Treasury
Department has determined under Sections 871(h)(5) and 881(c)(5) of the
Internal Revenue Code of 1986, as amended (the "Code"), on or before the
Original Issue Date specified above that payments of interest to persons
within such country are not subject to the repeal of the United States
withholding tax provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of any Owner
who is a fiduciary or partnership or other than the sole Owner of this Note to
the extent that a beneficiary or settlor with respect to such fiduciary, a
member of such partnership or
7
<PAGE> 8
the Owner would not have been entitled to payment of the Additional Amount had
such beneficiary, settlor, member or Owner been the sole Owner of this Note.
The term "United States Alien" means any person who, for United States federal
income tax purposes, is a foreign corporation, a nonresident alien individual,
a nonresident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States federal
income tax purposes, a foreign corporation, a nonresident alien individual or a
nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, the Company will not be required to
make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to redemption as provided
above will be mailed first class mail, postage prepaid, to the holders'
addresses listed in the register maintained by the Registrar not more than 60
nor less than 30 days prior to the Redemption Date.
If this Note is redeemable at the option of the Company (other than as a
result of the Company being obliged to pay Additional Amounts as provided
above), the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date
by the Annual Redemption Percentage Reduction, if any, specified above, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
The "Amortized Face Amount" of an Original Issue Discount Note shall be the
amount equal to (i) the Issue Price set forth above plus (ii) that portion of
the difference between the Issue Price and the principal amount of such Note
that has accrued at the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation principles) by the date
of calculation, as calculated by the Paying and Authenticating Agent, but in no
event shall the Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Date or the Maturity Date, as the case may be.
Interest payments for this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months.
8
<PAGE> 9
If an Event of Default with respect to the Senior Medium-Term Notes shall
occur and be continuing, the Trustee or the Holders of not less than 25% in
principal amount (or Amortized Face Amount, in the case of Original Issue
Discount Notes) of the Outstanding Senior Medium-Term Notes may declare the
principal (or Amortized Face Amount, in the case of Original Issue Discount
Notes) of all the Senior Medium-Term Notes due and payable in the manner and
with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities 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 66 2/3% in aggregate principal amount of the
Securities at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time outstanding, on behalf of the Holders of all Securities of each
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.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place, and rate, and in the currency, currency unit or composite
currency, prescribed herein and in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Company on this Note, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Note.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or
at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the
9
<PAGE> 10
Company and the Securities Registrar, and this Note duly executed by the Holder
hereof or by such Holder's attorney duly authorized in writing and thereupon
one or more new Senior Medium-Term Notes, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Senior Medium-Term Notes are issuable only in registered form without
coupons in minimum denominations of $1,000 or any amount in excess thereof
which is an integral multiple of $1,000. As provided in the Indenture, and
subject to certain limitations therein set forth, the Senior Medium-Term Notes
are exchangeable for a like aggregate principal amount of Senior Medium-Term
Notes in authorized denominations, as requested by the Holder surrender- ing
the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of (and premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
The Indenture and the Senior Medium-Term Notes shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such State.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
10
<PAGE> 11
Unless the Certificate of Authentication hereon has been executed by the
Authenticating Agent or the Trustee under the Indenture by the manual signature
of one of its authorized officers, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.
THE CHASE MANHATTAN CORPORATION
By: __________________________
(SEAL) By: __________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture described herein.
Bankers Trust Company, or Bankers Trust Company, as Trustee
as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:___________________ By: _____________________________
Authorized Officer Authorized Officer
11
<PAGE> 12
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof 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, this Note must be received at a corporate
trust office of The Chase Manhattan Bank, N.A. in The City of New York or at
its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the
offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to the Holder's Optional Repayment Date, if any, specified above,
with this "Option to Elect Repayment" form duly completed. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(each of which shall be $1,000 or an integral multiple of $1,000 in excess of
$1,000) of the Senior Medium-Term Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
$ ____________________ ____________________________________
NOTICE: The signature on this
Date _________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
12
<PAGE> 13
ABBREVIATIONS
The following abbreviations, when used in the inscription on 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............
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
13
<PAGE> 14
_____________________________
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 ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint _________________________________________________________
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ___________________ _______________________________
Signature Guaranteed:
_______________________________
_______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
within instrument in every
particular, without alteration
or enlargement, or any change
whatever.
14
<PAGE> 1
EXHIBIT 4.17
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE 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 CERTIFICATE ISSUED
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 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
<TABLE>
<CAPTION>
ISIN:
CUSIP:
REGISTERED REGISTERED
No. FLR $
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
<S> <C> <C>
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ ____________________ _____________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT
DATES:
____________________ ____________________ _____________________
SPREAD: INITIAL INTEREST RESET INTEREST RATE RESET
DATE: DATES:
____________________ ____________________ ____________________
SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: MAXIMUM INTEREST
RATE:
____________________ ____________________ ____________________
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
INITIAL REDEMPTION MINIMUM INTEREST RATE: ANNUAL REDEMPTION
PERCENTAGE: PERCENTAGE REDUCTION:
____________________ ____________________ ____________________
HOLDER'S OPTIONAL CALCULATION AGENT: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
____________________ ____________________ ____________________
INITIAL SHORT ACCRUAL TOTAL AMOUNT OF OID: LISTING ON LUXEMBOURG
PERIOD OID: STOCK EXCHANGE:
____________________ ___________________ Yes / / No / /
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR
PAGE:
___________________ Yes / / No: / / Reuters / /
Telerate / /
INDEX CURRENCY: OTHER PROVISIONS:
_________________ ____________________
</TABLE>
The Chase Manhattan Corporation, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to , or registered
assigns, the principal sum of DOLLARS on the
Stated Maturity Date specified above (except to the extent redeemed or repaid
prior to the Stated Maturity Date), and to pay interest thereon at a rate per
annum equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above and thereafter at a rate determined in
accordance with the provisions set forth below, depending upon the Interest
Rate Basis specified above, until the principal hereof is paid or duly made
available for payment. The Company will pay interest on Interest Payment Dates
specified above, commencing with the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Stated Maturity
Date (or any Redemption Date as defined below or any Holder's Optional
Repayment Date with respect to which such option has been exercised, each such
Stated Maturity Date, Redemption Date and Holder's Optional Repayment Date
being hereinafter referred to as a "Maturity Date" with respect to the
principal repayable on such
2
<PAGE> 3
date); provided, however, that if the Original Issue Date occurs between a
Regular Record Date, as defined below, and the next succeeding Interest Payment
Date, interest payments will commence on the second Interest Payment Date next
succeeding the Original Issue Date, to the registered holder of this Note on
the Regular Record Date with respect to such Interest Payment Date; and
provided, further, that if an Interest Payment Date (other than an Interest
Payment Date that occurs on any Maturity Date) would fall on a day that is not
a Business Day, as defined below, such Interest Payment Date shall be the next
day that is a Business Day, except in the case that the Interest Rate Basis is
LIBOR or LIBID, if such next Business Day falls in the next succeeding calendar
month, such Interest Payment Date will be the next preceding day that is a
Business Day. If any Maturity Date of this Note should fall on a day that is
not a Business Day, the payment of interest, principal or premium, if any, due
on such date shall be made on the next day that is a Business Day and no
additional interest on such amounts shall accrue from such Maturity Date to and
including the date on which any such payment is required to be made. Interest
payable on this Note on any Interest Payment Date will include interest accrued
from the Original Issue Date, or the most recent date for which interest has
been paid or duly provided for, to, but excluding, such Interest Payment Date;
provided, however, that if the period between Interest Rate Reset Dates with
respect to this Note is daily or weekly, interest payable on any Interest
Payment Date will include interest accrued to and including the Regular Record
Date next preceding such Interest Payment Date, except that interest payable on
any Maturity Date will include interest accrued to, but excluding, such
Maturity Date. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions, be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to an
Interest Payment Date (whether or not a Business Day) (the "Regular Record
Date"); provided, however, that interest payable on any Maturity Date will be
payable to the Person to whom the principal hereof shall be payable. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee (referred to below), notice
whereof shall be given to the Holder of this Note not less than 10 days prior
to such Special Record Date, or may be paid at any time in any other lawful
manner, all as more fully provided in the Indenture (referred to below).
Payment of the principal of, premium, if any, and interest due on this
Note will be made in immediately available funds at
3
<PAGE> 4
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, or at its offices at Woolgate House,
Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank
Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of
interest on any Interest Payment Date other than the Maturity Date may be made
at the option of the Company by check mailed to the address of Person entitled
thereto as such address shall appear in the Security Register. A Holder of not
less than $10,000,000 aggregate principal amount of the Senior Medium-Term
Notes having the same Interest Payment Dates may by written notice to the
Paying and Authenticating Agent (referred to below) at its principal corporate
trust office in The City of New York or at its offices at Woolgate House,
Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan Bank
Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or at such other address as
the Company shall give notice in writing) on or before the Regular Record Date
preceding an Interest Payment Date, arrange to have the interest payable on all
Senior Medium-Term Notes held by such Holder on such Interest Payment Date, and
all subsequent Interest Payment Dates until written notice to the contrary is
given to the Paying and Authenticating Agent, made by wire transfer of
immediately available funds to a designated account maintained at a bank in The
City of New York or at its offices at Woolgate House, Coleman Street, London
EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue
Plaetis, L-2338 Luxembourg (or other bank consented to by the Company) as the
holder of such Senior Medium-Term Notes shall have designated; provided that
such bank has appropriate facilities therefor.
This Senior Medium-Term Note, Series B is one of a duly authorized series
of Senior Debt Securities (hereinafter called the "Securities") of the Company
issued and to be issued under an Indenture dated as of July 1, 1986, as
supplemented by a First Supplemental Indenture, dated as of November 1, 1990
and as further supplemented by a Second Supplemental Indenture, dated as of May
1, 1991 (as supplemented, the "Indenture") between the Company and Bankers
Trust Company, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee and the Holders of the Senior
Medium-Term Notes, Series B (the "Senior Medium-Term Notes or the "Notes") and
the terms upon which the Senior Medium-Term Notes are, and are to be,
authenticated and delivered. The Chase Manhattan Bank, N.A., acting through its
corporate trust offices in The City of New York and at Woolgate House, Coleman
Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue
Plaetis, L-2338 Luxembourg are the initial paying agents for
4
<PAGE> 5
the payment of interest and principal of the Senior Medium-Term Notes (each, a
"Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its
corporate trust offices in The City of New York and in London is the
authenticating agent for the Senior Medium-Term Notes (the "Paying and
Authenticating Agent"). The Senior Medium-Term Notes may bear different
Original Issue Dates, mature at different times, bear interest at different
rates and vary in such other ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder on the
Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's
Optional Repayment Dates are set forth above, this Note may not be so repaid at
the option of the Holder hereof prior to the Stated Maturity Date. On any
Holder's Optional Repayment Date, this Note shall be repayable in whole or in
part in increments of $1,000 (provided that any remaining principal hereof
shall be at least $1,000) at the option of the Holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this Note to be repaid
in whole or in part at the option of the Holder hereof, this Note must be
received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal corporate
trust office of The Chase Manhattan Bank, N.A. in The City of New York or at
its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the
offices of Chase Manhattan Bank Luxembourg, S.A., or such address which the
Company shall from time to time notify the Holders of the Senior Medium-Term
Notes, not more than 60 nor less than 30 days prior to a Holder's Optional
Repayment Date. Exercise of such repayment option by the Holder hereof shall be
irrevocable.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"), except as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Note may not be redeemed at the option
of the Company prior to the Stated Maturity Date, except in the event the
Company is required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this Note. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any time in whole
or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Company at the applicable Redemption Price (as defined below) together with
interest thereon payable to the Redemption Date, on notice given to the Holder
not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part
5
<PAGE> 6
only, a new Note for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
Unless otherwise indicated on the face hereof, this Note will be subject
to redemption as a whole but not in part at the option of the Company, at a
redemption price equal to the principal amount hereof (or if this Note is an
Original Issue Discount Note at the Amortized Face Amount (as defined below))
together with accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company determines that as a
result of any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of the United States or of any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in the
application or official interpretation of such laws, regulations or rulings,
which change or amendment becomes effective on or after the date hereof, the
Company has or will become obligated to pay Additional Amounts (as hereinafter
defined) with respect to this Note as described below; provided that no such
notice of redemption shall be given earlier than 90 days prior to the earliest
date on which the Company would be obliged to pay such Additional Amounts were
a payment in respect of this Note then due. The Company will make its
determination with respect to redemption as soon as practicable after it
becomes aware of an event that might give rise to such a determination, such
determination to be evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to redeem this
Note, the Trustee will give notice to the Holder hereof within 15 days after
the date the Trustee is notified of the Company's election to redeem this Note
or make additional payments as described above. Such notice will state the
nature of the Company's election, the reasons for and the nature of such
determination and the last day by which redemption may be made.
The Company will, subject to the limitations and exceptions set forth
below, pay to the holder on behalf of an owner of a beneficial interest (an
"Owner") in this Note who is a United States Alien (as hereinafter defined)
such additional amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Owner of principal and premium, if any, and interest,
if any, on this Note, after deduction or withholding for or on account of any
present or future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional payment, by
the United States, or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in this Note to be then
due and payable. However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
6
<PAGE> 7
(1) any tax, assessment or other governmental charge which would not
have been imposed but for (i) the existence of any present or former
connection between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such Owner, if such Owner is
an estate or a trust, or between a member or shareholder of such Owner, if
such Owner is a partnership or corporation) and the United States,
including, without limitation, such Owner (or such fiduciary, settlor,
beneficiary, possessor, member or shareholder) being or having been a
citizen or resident or treated as a resident thereof, or being or having
been engaged in a trade or business or present therein, or having or
having had a permanent establishment therein, or (ii) the presentation of
this Note for payment on a date more than 15 days after the date on which
such payment became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private foundation
or other tax exempt organization or a domestic or foreign personal holding
company with respect to the United States, (ii) as a corporation that
accumulates earnings to avoid United States income taxes, (iii) as a
controlled foreign corporation with respect to the United States, (iv) as
the owner, actually or constructively, of 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its
trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Note;
(5) any tax, assessment or other governmental charge that would not
have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements concerning the
nationality, residence, identity or connection with the United States of
the holder or Owner of this Note if, without regard to any tax treaty,
such compliance is required by statute or regulation of the United States
as a precondition to relief or exemption from such tax, assessment or
other governmental charge;
7
<PAGE> 8
(6) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from a payment on this Note, if such payment
can be made without such withholding by any other Paying Agent of the
Company outside the United States;
(7) any tax, assessment or other governmental charge that would not
have been so imposed but for the Owner being or having been a person
within a country with respect to which the United States Treasury
Department has determined under Sections 871(h)(5) and 881(c)(5) of the
Internal Revenue Code of 1986, as amended (the "Code"), on or before the
Original Issue Date specified above Note that payments of interest to
persons within such country are not subject to the repeal of the United
States withholding tax provided for in Sections 871(h) and 881(c) of the
Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of any Owner who
is a fiduciary or partnership or other than the sole Owner of this Note to the
extent that a beneficiary or settlor with respect to such fiduciary, a member
of such partnership or the Owner would not have been entitled to payment of the
Additional Amount had such beneficiary, settlor, member or Owner been the sole
Owner of this Note. The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, the Company will not be required to
make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to redemption as provided
above will be mailed first class mail, postage prepaid, to the holders'
addresses listed in the register maintained by the Registrar not more than 60
nor less than 30 days prior to the Redemption Date.
If this Note is redeemable at the option of the Company (other than as a
result of the Company being obliged to pay Additional Amounts as provided
above), the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified
8
<PAGE> 9
above, of the principal amount of this Note to be redeemed and shall decline at
each anniversary of the Initial Redemption Date by the Annual Redemption
Percentage Reduction, if any, specified above, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal amount.
Accrued interest hereon shall be an amount calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factor calculated for each day from
the Original Issue Date or from the day succeeding the last date for which
interest shall have been paid, as the case may be, to the date for which
accrued interest is being calculated. The interest factor for each such day
shall be computed by dividing the interest rate applicable to such day by 360
or, in the case of Senior Medium-Term Notes having the Treasury Rate as their
Interest Rate Basis, by the actual number of days in the year.
Except as described below, this Note will bear interest at the rate
determined by reference to the Interest Rate Basis specified above (i) plus or
minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if
any, specified above. The interest rate in effect on each day shall be (a) if
such day is an Interest Rate Reset Date, the interest rate with respect to the
Interest Determination Date (as defined below) pertaining to such Interest Rate
Reset Date or (b) if such day is not an Interest Rate Reset Date, the interest
rate with respect to the Interest Determination Date pertaining to the next
preceding Interest Rate Reset Date, provided that (i) the interest rate in
effect from the Original Issue Date to the first Interest Rate Reset Date shall
be the Initial Interest Rate specified above, and (ii) the interest rate in
effect for the ten days immediately prior to the Maturity Date shall be the
rate in effect on the tenth day preceding the Maturity Date. If any Interest
Rate Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next day that is a Business Day,
except that if the Interest Rate Basis specified above is LIBID or LIBOR, if
such Business Day is in the next succeeding calendar month, such Interest Rate
Reset Date shall be the immediately preceding Business Day.
The Interest Determination Date with respect to the Certificate of Deposit
Rate (the "CD Rate"), Commercial Paper Rate, Federal Funds Rate and Prime Rate
will be the second Business Day preceding the Interest Reset Date. The Interest
Determination Date with respect to LIBID or LIBOR shall be the second London
Banking Day (as defined below) preceding an Interest Rate Reset Date. The
Interest Determination Date with respect to the Treasury Rate shall be the day
of the week in which such Interest Rate Reset Date falls on which Treasury
bills normally would be auctioned; provided, however, that if as a result of a
9
<PAGE> 10
legal holiday an auction is held on the Friday of the week preceding the
Interest Rate Reset Date, the related Interest Determination Date shall be such
preceding Friday; and provided, further, that if an auction shall fall on any
Interest Rate Reset Date then the Interest Rate Reset Date shall instead be the
first Business Day following such auction.
The "Calculation Date" pertaining to any Interest Determination Date shall
be the earlier of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day preceding the applicable Interest Payment Date or
Maturity Date, as the case may be.
All percentages resulting from any calculation on the Senior Medium-Term
Notes 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 on
the Medium-Term Notes will be rounded to the nearest cent (with one-half cent
being rounded upward).
As used herein, "Business Day" means (i) any day other than a Saturday,
Sunday, legal holiday or other day on which banks in The City of New York are
required or authorized by law or executive order to close, or (ii) in the case
where the Interest Rate Basis is LIBID or LIBOR, any day other than a Saturday,
Sunday, legal holiday or other day on which banks in the City of London, are
required or authorized by law or executive order to close, or on which dealings
in deposits in the Index Currency (as defined below) are not transacted in the
London interbank market (a "London Banking Day").
Determination of CD Rate. CD Rate means, with respect to any Interest
Determination Date (a "CD Interest Determination Date"), the rate on such day
for negotiable certificates of deposit having the Index Maturity specified
above as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates", or any successor
publication ("H.15(519)"), under the heading "Cds (Secondary Market)", or, if
not so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such CD Interest Determination Date, the CD Rate will be the rate
on such CD Interest Determination Date for negotiable certificates of deposit
of the Index Maturity specified above 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
"Certificates of Deposit". If such rate is not published in either H.15(519) or
the Composite Quotations by 3:00 P.M., New York City time, on such Calculation
Date, then the CD Rate on such CD Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic
10
<PAGE> 11
mean of the secondary market offered rates as of 10:00 A.M., New York City
time, on such CD Interest Determination Date, of three leading nonbank dealers
in negotiable U.S. dollar certificates of deposit in The City of New York
selected by the Calculation Agent, after consultation with the Company, for
negotiable certificates of deposit of major United States money center banks
(in the market for negotiable certificates of deposit) with a remaining
maturity closest to the Index Maturity specified above in denominations of
$5,000,000; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as set forth above, the CD Rate will be the
CD Rate in effect on such CD Interest Determination Date.
Determination of Commercial Paper Rate. The Commercial Paper Rate means,
with respect to any Interest Determination Date (a "Commercial Paper Interest
Determination Date"), the Money Market Yield (as defined below) on such date of
the rate for commercial paper having the Index Maturity specified above as
published in H.15(519) under the heading "Commercial Paper". In the event such
rate is not published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Commercial Paper Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper
Interest Determination Date of the rate for commercial paper having the Index
Maturity shown above as published in Composite Quotations under the heading
"Commercial Paper". If the rate for a Commercial Paper Interest Determination
Date is not published in either H.15(519) or Composite Quotations by 3:00 P.M.,
New York City time, on such Calculation Date, the Commercial Paper Rate for
that Commercial Paper Rate Interest Determination Date shall be calculated by
the Calculation Agent, after consultation with the Company, and shall be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00
A.M., New York City time, on such Commercial Paper Interest Determination Date
of three leading dealers of commercial paper in The City of New York selected
by the Calculation Agent, after consultation with the Company, on such
Commercial Paper Interest Determination Date, for commercial paper of the Index
Maturity specified above placed for an industrial issuer whose bond rating is
"AA", or the equivalent, from a nationally recognized statistical rating
agency; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Commercial
Paper Rate with respect to such Commercial Paper Interest Determination Date
will be the Commercial Paper Rate then in effect on such Commercial Paper
Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage rounded
to the nearest one ten-thousandth of a percent, with five one hundred-
thousandths of a percent rounded upward) calculated in accordance with the
following formula:
11
<PAGE> 12
Money Market Yield = D x 360 x 100
---------------------
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 Federal Funds Rate. The Federal Funds Rate means, with
respect to any Interest Determination Date (a "Federal Funds Rate Interest
Determination Date"), the rate on that date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if not so published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Federal Funds Rate Interest Determination Date, the Federal Funds Rate will be
the rate on such Federal Funds Rate Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective Rate". If such
rate is not yet published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Federal
Funds Rate Interest Determination Date, the Federal Funds Rate for such Federal
Funds Rate Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation Agent (after
consultation with the Company) prior to 9:00 A.M., New York City time, on such
Federal Funds Rate Interest Determination Date; provided, however, that if the
brokers selected as aforesaid by the Calculation Agent, after consultation with
the Company, are not quoting as described above, the Federal Funds Rate with
respect to such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate then in effect on such Federal Funds Rate Interest
Determination Date.
Determination of LIBOR. LIBOR means, with respect to any Interest
Determination Date relating to a LIBOR Note (a "LIBOR Interest Determination
Date"), the rate determined by the Calculation Agent in accordance with the
following provisions:
(i) LIBOR will be either: (a) if "LIBOR Reuters" is specified on the face
hereof, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page (as defined below) by its terms provides only for a
single rate, in which case such single rate shall be used) for deposits in the
Index Currency having the Index Maturity designated on the face hereof, as of
11:00 A.M. London time, on that LIBOR Interest Determination Date, if at least
two such offered rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is
specified on the face hereof, the rate for deposits in the Index Currency
having the Index Maturity
12
<PAGE> 13
designated on the face hereof commencing on the second London Banking Day
immediately following that LIBOR Interest Determination Date that appears on
the Designated LIBOR Page specified on the face hereof as of 11:00 A.M. London
time, on that LIBOR Interest Determination Date. If fewer than two offered
rates appear, or no rate appears, as applicable, LIBOR in respect of the
related LIBOR Interest Determination Date will be determined as if the parties
had specified the rate described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page, as specified in clause (i) above, the
Calculation Agent will request that each LIBOR Reference Bank provide such
Calculation Agent with its offered quotations for deposits in the Index
Currency for the period of the Index Maturity specified on the face hereof to
prime banks in the London interbank market as of approximately 11:00 A.M.,
London time, on such LIBOR Interest Determination Date, such deposits
commencing on the second London Banking Day immediately following such LIBOR
Interest Determination Date and in a principal amount that is representative
for a single transaction in such market at such time. If at least two such
quotations are provided, LIBOR for such LIBOR Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two such quotations
are provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
applicable Principal Financial Center (as defined below), on such LIBOR
Interest Determination Date by three major banks in such Principal Financial
Center selected by the Calculation Agent, after consultation with the Company,
for loans in the Index Currency to major European banks having the Index
Maturity specified on the face hereof and in a principal amount that is
representative for a single transaction in such Index Currency in such market
at such time; provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as described above, LIBOR will be LIBOR in
effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified on the face hereof, if any, as the currency for which LIBOR shall be
calculated. If no such currency is specified, the Index Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
on the face hereof, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is designated on the face
hereof, the display on the Dow Jones Telerate Service for the purpose of
displaying the London interbank rates of major banks
13
<PAGE> 14
for the applicable Index Currency. If neither LIBOR Reuters nor LIBOR Telerate
is specified on the face hereof, LIBOR for the applicable Index Currency will
be determined as if LIBOR Telerate had been specified.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to U.S.
dollars, Deutsche marks, and ECUs, the Principal Financial Center shall be The
City of New York, Frankfurt, and Luxembourg, respectively.
Determination of LIBID. LIBID means, with respect to any Interest Rate
Determination Date relating to a LIBID Note (a "LIBID Interest Determination
Date"), the rate determined by the Calculation Agent in accordance with the
following provisions:
(i) LIBID will be determined on the basis of the bid rates quoted to prime
banks in the London interbank market at approxi- mately 11:00 A.M., London
time, for deposits in U.S. dollars of not less than U.S. $1 million for the
period of the Index Maturity specified above commencing on the second London
Banking Day immediately following such LIBID Interest Determination Date, by
the London offices of four major banks in the London interbank market named on
the Reuters Screen LIBO Page and selected by the Calculation Agent, after
consultation with the Company (the "LIBID Reference Banks"), on the LIBID
Interest Determination Date. If at least two such quotations appear on the
Reuters Screen LIBO Page, LIBID for such LIBID Interest Determination Date will
be the arithmetic mean of such quotations as determined by the Calcula- tion
Agent. If fewer than two quotations are provided, LIBID for such LIBID Interest
Determination Date will be determined as if the parties had specified the rate
described in (ii) below. As used herein, "Reuters Screen LIBO Page" means the
display desig- nated 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 bid rates of major banks.
(ii) With respect to a LIBID Interest Determination Date on which fewer
than two such quotations appear, the Calculation Agent will request that each
LIBID Reference Bank provide the Calcula- tion Agent with a quotation of the
bid rate quoted to such bank by the head offices of major banks in The City of
New York for deposits in U.S. dollars for the period of the Index Maturity at
approximately 11:00 A.M., London time, on such LIBID Interest Determination
Date and in a principal amount equal to an amount of not less than U.S. $1
million that is representative for a single transaction in such market at such
time. If at least two such quotations are provided, LIBID for such LIBID
Interest Determination Date will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBID for such LIBID
14
<PAGE> 15
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,
after consultation with the Company, at approximately 11:00 A.M., New York City
time, on such LIBID Interest Determination Date for loans in U.S. dollars to
leading European banks, having the Index Maturity designated above and in a
principal amount equal to an amount of not less than U.S. $1 million 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 mentioned in this sentence, LIBID for such LIBID Interest
Determination Date will be LIBID in effect on such LIBID Interest Determination
Date.
Determination of Prime Rate. Prime Rate means, with respect to any
Interest Determination Date (a "Prime Rate Interest Determination Date"), the
arithmetic mean 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
Prime Rate Interest Determination Date by three major money center banks in The
City of New York as selected by the Calculation Agent (after consultation with
the Company). If fewer than three such quotations are provided, the Prime Rate
shall be calculated by the Calculation Agent and shall be determined as the
arithmetic mean on the basis of the prime rates quoted in The City of New York
on such date by three substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having
total equity capital of at least $500 million and being subject to supervision
or examination by Federal or State authority, selected by the Calculation Agent
(after consultation with the Company); provided, however, that if the banks or
trust companies selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the Prime Rate will be the Prime Rate then in
effect on such Prime Rate Interest Determination Date.
Determination of Treasury Rate. Treasury Rate means, with respect to any
Interest Determination Date (a "Treasury Interest Determination Date"), the
rate applicable to the most recent auction of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified above, as such
rate is published in H.15(519) under the heading "Treasury Bills -- auction
average (investment)" or, if not so published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Treasury Interest Determination
Date, the auction average rate (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 announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the Index
Maturity specified above are not reported as provided by 3:00 P.M., New York
City time, on such
15
<PAGE> 16
Calculation Date, or if no such auction is held in a particular week, then the
Treasury Rate 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 of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on such Treasury Interest
Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent (after consultation with
the Company), for the issue of Treasury bills with a remaining maturity closest
to the Index Maturity specified above; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, Treasury Rate with respect to such Treasury Rate Interest
Determination Date will be the Treasury Rate then in effect on such Treasury
Rate Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. 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 determined,
the interest rate which will become ef- fective as of the next Interest Reset
Date.
The "Amortized Face Amount" of an Original Issue Discount Note shall be the
amount equal to (i) the Issue Price set forth above plus, (ii) that portion of
the difference between the Issue Price and the principal amount of such Note
that has accrued at the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation principles) by the date
of calculation, as calculated by the Paying and Authenticating Agent, but in no
event shall the Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.
If an Event of Default with respect to the Senior Medium-Term Notes shall
occur and be continuing, the Trustee or the Holders of not less than 25% in
principal amount (or Amortized Face Amount, in the case of Original Issue
Discount Notes) of the Outstanding Senior Medium-Term Notes may declare the
principal (or Amortized Face Amount, in the case of Original Issue Discount
Notes) of all the Senior Medium-Term Notes due and payable in the manner and
with the effect provided in the Indenture.
16
<PAGE> 17
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time outstanding, on behalf of the Holders of all Securities of each
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.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place, and rate, and in the currency, currency unit or composite
currency, prescribed herein and in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Company on this Note, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Note.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York or at its offices located at Woolgate House, Coleman Street, London EC2P
2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar, and
this Note duly executed by the Holder hereof or by such Holder's attorney duly
authorized in writing and thereupon one or more new Senior Medium-Term Notes,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
The Senior Medium-Term Notes are issuable only in registered form without
coupons in minimum denominations of $1,000 or any amount in excess thereof
which is an integral multiple of $1,000.
17
<PAGE> 18
As provided in the Indenture, and subject to certain limitations therein
set forth, the Senior Medium-Term Notes are exchangeable for a like aggregate
principal amount of Senior Medium-Term Notes in authorized denominations, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of (and premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
The Indenture and the Senior Medium-Term Notes shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such State.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by the
Authenticating Agent or the Trustee under the Indenture by the manual signature
of one if its authorized officers, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
18
<PAGE> 19
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.
THE CHASE MANHATTAN CORPORATION
By: ___________________
(SEAL)
By: ___________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Bankers Trust Company, or Bankers Trust Company, as Trustee
as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By: ___________________ By: _________________________
Authorized Officer Authorized Officer
19
<PAGE> 20
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof 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, this Note must be received at a corporate trust
office of The Chase Manhattan Bank, N.A. in The City of New York or at its
offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices
of Chase Manhattan Bank Luxembourg, S.A., or at such other place or places of
which the Company shall from time to time notify the Holder of this Note, not
more than 60 nor less than 30 days prior to the Holder's Optional Repayment
Date, if any, specified above, with this "Option to Elect Repayment" form duly
completed. Exercise of such repayment option by the Holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name
of the Holder hereof upon the cancellation hereof.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(each of which shall be $1,000 or an integral multiple of $1,000 in excess of
$1,000) of the Senior Medium-Term Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
$ ____________________ ____________________________________
NOTICE: The signature on this
Date _________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
20
<PAGE> 21
ABBREVIATIONS
The following abbreviations, when used in the inscription on 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............
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
21
<PAGE> 22
_____________________________
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 ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint _________________________________________________________
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ___________________ ___________________________________
Signature Guaranteed:
___________________________________
___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.
22
<PAGE> 1
EXHIBIT 4.18
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE 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 CERTIFICATE ISSUED
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 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
<TABLE>
<CAPTION>
ISIN:
CUSIP:
REGISTERED PRINCIPAL AMOUNT:
No.FC
THE CHASE MANHATTAN CORPORATION
SENIOR MEDIUM-TERM NOTE, SERIES B
(Foreign Currency)
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
____________________ ________% __________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ __________________
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
SPECIFIED CURRENCY: INTEREST PAYMENT INTEREST PAYMENT
DATES: PERIOD:
____________________ __________________ __________________
HOLDER'S OPTIONAL
REPAYMENT DATE(S): TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
MATURITY:
__________________
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG
PERIOD OID: STOCK EXCHANGE: TAX REDEMPTION:
__________________ Yes / / No / / Yes / / No / /
ISSUE PRICE: OTHER PROVISIONS:
__________________ __________________
</TABLE>
AUTHORIZED DENOMINATIONS: __________ and integral multiples of _____________
in excess thereof.
PAYMENTS CONVERTED INTO U.S. DOLLARS: PRESUMPTION YES / / PRESUMPTION NO / /
The Chase Manhattan Corporation, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to ,
, or registered assigns, the principal sum
of on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at the Interest Rate per annum specified above, until the
principal hereof is paid or duly made available for payment. The Company will
pay interest monthly, semi-annually or annually as specified above under
"Interest Payment Period", on each Interest Payment Date specified above,
commencing on the first Interest Payment Date next succeeding the Original
Issue Date specified above, unless the Original Issue Date occurs between a
Regular Record Date, as defined below, and the next succeeding Interest Payment
Date, in which case commencing on the second Interest Payment Date succeeding
the Original Issue Date, to the registered holder of this Note on the Regular
Record Date with respect to such Interest Payment Date, and on the Stated
Maturity Date shown above (or any Redemption Date as defined below or any
Holder's Optional Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date,
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Redemption Date and Holder's Optional Repayment Date being herein referred to
as a "Maturity Date" with respect to the principal payable on such date).
Interest on this Note will accrue from the most recent Interest Payment Date to
which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for, from the Original Issue Date specified above until
the principal hereof has been paid or duly made available for payment. If the
Maturity Date or an Interest Payment Date falls on a day which is not a
Business Day as defined below, principal, premium, if any, or interest payable
with respect to such Maturity Date or Interest Payment Date will be paid on the
next succeeding Business Day with the same force and effect as if made on such
Maturity Date or Interest Payment Date, as the case may be, and no interest on
such payment shall accrue for the period from and after such Maturity Date or
Interest Payment Date, as the case may be. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions, be paid to the Person in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on
the Regular Record Date for such interest, which shall be the fifteenth
calendar day (whether or not a Business Day) preceding such Interest Payment
Date; provided, however, that interest payable on the Maturity Date will be
payable to the Person to whom the principal hereof shall be payable. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Paying and Authenticating Agent
(referred to below), notice whereof shall be given to the Holder of this Note
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner, all as more fully provided in the Indenture
(referred to below).
As used herein, "Business Day" means any day other than a Saturday or
Sunday that meets each of the following applicable requirements: the day is (a)
not a day on which banking institutions are authorized or required by law or
regulation to be closed in The City of New York, (b) not a day on which banking
institutions are authorized or required by law or regulation to be closed in
the Principal Financial Center (as defined below) of the country of the
Specified Currency (or if the Specified Currency of this Note is the European
Currency Unit ("ECU"), the Principal Financial Center of each country that
issues a component currency of the ECU), (c) a day on which banking
institutions in such Principal Financial Center are carrying out transactions
in such Specified Currency and (d) if the Specified Currency of this Note is
ECU, a day that is an "ECU Settlement Day". An "ECU Settlement Day" means any
day that (a) is not either (i) a Saturday or a
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Sunday or (ii) a day which appears as an ECU Non-Settlement Day on the display
designated as page "ISDE" on the Reuters Monitor Money Rates Service (or a day
so designated by the ECU Banking Association, if ECU Non-Settlement Days do not
appear on that page) and, if ECU Non-Settlement Days do not appear on that page
(and are not so designated), a day on which payments in ECU cannot be settled
in the international interbank market and (b) is a day on which payments in ECU
can be settled by commercial banks and in foreign exchange markets in the place
in which the relevant account for payment is located.
"Principal Financial Center" means the capital city of the country of the
Specified Currency designated on the face hereof, except that if the Specified
Currency is the U.S. dollar, the Deutsche mark or the ECU, the Principal
Financial Center shall be The City of New York, Frankfurt or Luxembourg,
respectively.
Upon presentation and surrender of this Note on the Maturity Date at the
office or agency of the Company maintained for that purpose in the City of New
York, the City of London or the City of Luxembourg, or such other address as
the Company shall from time to time notify the registered Holder of this Note
in writing, payment of the principal, premium, if any, and interest due on the
Maturity Date will be made in immediately available funds, or if such payment
is to be made in the Specified Currency as provided below, by wire transfer to
an account maintained by the registered Holder hereof in the country of the
Specified Currency specified above (the "Holder's overseas account"), as
designated by the registered Holder of this Note by written notice to the
Paying and Authenticating Agent (referred to below) at least 16 days prior to
the Maturity Date. As more fully provided below, if payment of interest on this
Note is made in U.S. dollars, payment of interest on any Interest Payment Date
other than the Maturity Date will be made by check mailed to the address of the
registered Holder hereof as of the immediately preceding Regular Record Date at
such address as shall appear in the Medium-Term Note Register (as defined
below), or, if such payment is to be made in the Specified Currency as provided
below, by wire transfer to such Holder's overseas account. Notwithstanding the
above, any registered Holder receiving payments of interest on this Note in
United States dollars (as provided below) and holding the equivalent of U.S.
$10,000,000 or more (determined as provided below) in aggregate principal
amount of Notes having the same Interest Payment Date will receive payments of
interest by the transfer of immediately available funds to such account at a
bank as the registered Holder of this Note shall have designated; provided that
appropriate wire transfer instructions in writing have been received by the
Paying and Authenticating Agent on or before the Regular Record Date preceding
such Interest Payment Date; and provided, further, that such bank has
appropriate facilities
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<PAGE> 5
therefor. Notwithstanding the above, in any case where wire transfer facilities
for the making of any payment shall not be reasonably available to the Paying
and Authenticating Agent, or where wire transfer instructions have not been
received by the Paying and Authenticating Agent on or before the requisite
date, such payment shall be made by check or draft and mailed to the registered
Holder hereof entitled thereto at such address as shall appear on the
Medium-Term Note Register maintained by the Paying and Authenticating Agent.
The Paying and Authenticating Agent has agreed to comply with all Federal
income tax information reporting and withholding requirements (including,
without limitation, obtaining appropriate certifications and remitting the same
to the Company) with respect to payments of interest (including original issue
discount) on this Note.
This Senior Medium-Term Note, Series B is one of a duly authorized series
of Senior Debt Securities (hereinafter called the "Securities") of the Company
issued and to be issued under an Indenture dated as of July 1, 1986, as
supplemented by a First Supplemental Indenture, dated as of November 1, 1990
and as further supplemented by a Second Supplemental Indenture, dated as of May
1, 1991 (as supplemented, the "Indenture") between the Company and Bankers
Trust Company, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee and the Holders of the Senior
Medium-Term Notes, Series B (the "Senior Medium-Term Notes" or the "Notes") and
the terms upon which the Senior Medium-Term Notes are, and are to be,
authenticated and delivered. The Chase Manhattan Bank, N.A., acting through its
corporate trust offices in The City of New York and at Woolgate House, Coleman
Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg S.A., 5 Rue
Plaetis, L-2338 Luxembourg are the initial paying agents for the payment of
interest and principal of the Senior Medium-Term Notes (each, a "Paying
Agent"); and The Chase Manhattan Bank, N.A. acting through its corporate trust
offices in The City of New York and in London is the authenticating agent for
the Senior Medium-Term Notes (the "Paying and Authenticating Agent"). The
Senior Medium-Term Notes may bear different Original Issue Dates, mature at
different times, bear interest at different rates, be denominated or be payable
in different currencies and vary in such other ways as are provided in the
Indenture.
This Note is not subject to any sinking fund.
The U.S. Dollar equivalent of this Note will be determined by the Paying
and Authenticating Agent on the basis of the Market Exchange Rate (as defined
below) on the Business Day immediately preceding the Original Issue Date. The
term "Market Exchange
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<PAGE> 6
Rate" means the noon buying rate in The City of New York for cable transfers in
foreign currencies as certified for customs purposes by the Federal Reserve
Bank of New York: provided, however, that, in the case of ECUs (as defined
above), the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities or any successor
publication.
This Note may be subject to repayment at the option of the Holder on any
Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's
Optional Repayment Dates are set forth above, this Note may not be so repaid at
the option of the Holder hereof prior to the Stated Maturity Date. On any
Holder's Optional Repayment Date this Note shall be repayable in whole or in
part (provided that any remaining principal amount hereof shall be an
Authorized Denomination specified above) at the option of the Holder hereof at
a repayment price equal to 100% of the principal amount to be repaid, together
with interest thereon payable to the date of repayment. For this Note to be
repaid in whole or in part at the option of the Holder hereof, this Note must
be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal corporate
trust office of The Chase Manhattan Bank, N.A. in The City of New York or at
its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the
offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, or such other address which the Company shall from time to time
notify the Holders of the Senior Medium-Term Notes, not more than 60 nor less
than 30 days prior to a Holder's Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"), except as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Note may not be redeemed at the option
of the Company prior to the Stated Maturity Date, except in the event the
Company is required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this Note. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any time in whole
or from time to time in part (provided that any remaining principal amount
hereof shall be an Authorized Denomination specified above) at the option of
the Company at the applicable Redemption Price (as defined below) together with
interest thereon payable to the Redemption Date, on notice given to the Holder
not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof
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<PAGE> 7
shall be issued in the name of the Holder hereof upon the surrender hereof.
Unless otherwise indicated on the face hereof, this Note will be subject to
redemption as a whole but not in part at the option of the Company, at a
redemption price equal to the principal amount hereof (or if this Note is an
Original Issue Discount Note at the Amortized Face Amount (as defined below))
together with accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company determines that as a
result of any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of the United States or of any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in the
application or official interpretation of such laws, regulations or rulings,
which change or amendment becomes effective on or after the date hereof, the
Company has or will become obligated to pay Additional Amounts (as hereinafter
defined) with respect to this Note as described below; provided that no such
notice of redemption shall be given earlier than 90 days prior to the earliest
date on which the Company would be obliged to pay such Additional Amounts were
a payment in respect of this Note then due. The Company will make its
determination with respect to redemption as soon as practicable after it
becomes aware of an event that might give rise to such a determination, such
determination to be evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to redeem this
Note, the Trustee will give notice to the Holder hereof within 15 days after
the date the Trustee is notified of the Company's election to redeem this Note
or make additional payments as described above. Such notice will state the
nature of the Company's election, the reasons for and the nature of such
determination and the last day by which redemption may be made.
The Company will, subject to the limitations and exceptions set forth
below, pay to the Holder on behalf of an owner of a beneficial interest (an
"Owner") in this Note who is a United States Alien (as hereinafter defined)
such additional amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Owner of principal and premium, if any, and interest,
if any, on this Note, after deduction or withholding for or on account of any
present or future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional payment, by
the United States, or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in this Note to be then
due and payable. However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
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<PAGE> 8
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or former
connection between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such Owner, if such Owner is
an estate or a trust, or between a member or shareholder of such Owner, if
such Owner is a partnership or corporation) and the United States,
including, without limitation, such Owner (or such fiduciary, settlor,
beneficiary, possessor, member or shareholder) being or having been a
citizen or resident or treated as a resident thereof, or being or having
been engaged in a trade or business or present therein, or having or
having had a permanent establishment therein, or (ii) the presentation of
this Note for payment on a date more than 15 days after the date on which
such payment became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private foundation
or other tax exempt organization or a domestic or foreign personal holding
company with respect to the United States, (ii) as a corporation that
accumulates earnings to avoid United States income taxes, (iii) as a
controlled foreign corporation with respect to the United States, (iv) as
the owner, actually or constructively, of 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its
trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from payments
on this Note;
(5) any tax, assessment or other governmental charge that would not
have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements concerning the
nationality, residence, identity or connection with the United States of
the holder or Owner of this Note if, without regard to any tax treaty,
such compliance is required by statute or regulation of the United States
as a precondition to relief or exemption from such tax, assessment or
other governmental charge;
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<PAGE> 9
(6) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from a payment on this Note, if such payment
can be made without such withholding by any other Paying Agent of the
Company outside the United States;
(7) any tax, assessment or other governmental charge that would not
have been so imposed but for the Owner being or having been a person
within a country with respect to which the United States Treasury
Department has determined under Sections 871(h)(5) and 881(c)(5) of the
Internal Revenue Code of 1986, as amended (the "Code"), on or before the
Original Issue Date specified above that payments of interest to persons
within such country are not subject to the repeal of the United States
withholding tax provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of any Owner who
is a fiduciary or partnership or other than the sole Owner of this Note to the
extent that a beneficiary or settlor with respect to such fiduciary, a member
of such partnership or the Owner would not have been entitled to payment of the
Additional Amount had such beneficiary, settlor, member or Owner been the sole
Owner of this Note. The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, the Company will not be required to
make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to redemption as provided
above will be mailed first class mail, postage prepaid, to the holders'
addresses listed in the register maintained by the Registrar not more than 60
nor less than 30 days prior to the Redemption Date.
If this Note is redeemable at the option of the Company (other than as a
result of the Company being obliged to pay Additional Amounts as provided
above), the "Redemption Price"
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shall initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified above, of the principal amount to be redeemed
until the Redemption Price is 100% of such principal amount.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Date or the Maturity Date, as the case may be.
Interest payments for this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months.
The principal of, and premium, if any and interest on, this Note are
payable by the Company in the Specified Currency specified on the face hereof.
If the box marked "Presumption Yes" following the term "Conversion into
U.S. Dollars" above has been checked, The Chase Manhattan Bank, N.A. or such
other person as shall be appointed by the Company (the "Exchange Rate Agent")
will convert all payments of principal of, and premium, if any, and interest
on, this Note to U.S. dollars unless the Holder hereof elects to receive such
payments in the Specified Currency as described below. If the box marked
"Presumption No" following the term "Conversion into U.S. Dollars" above has
been checked, the Holder of this Note will receive all payments of principal
of, and premium, if any and interest on, this Note in the Specified Currency
unless the Holder of this Note elects to receive such payments in U.S. dollars
as described below. Any U.S. dollar amount to be received by the registered
Holder of this Note will be based on the highest bid quotation in The City of
New York received by the Exchange Rate Agent at approximately 11:00 A.M., New
York City time, on the second Business Day preceding the applicable payment
date from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer of the applicable
Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Notes
scheduled to receive U.S. dollar payments on such date and at which the
applicable dealer commits to execute a contract. If such bids are not
available, payments will be made in the Specified Currency. All currency
exchange costs will be borne by the Holder of this Note by deductions from such
payments.
If the box marked "No" following the term "Conversion into U.S. Dollars"
above has been checked, the Holder hereof will receive all payments of
principal of, and premium, if any, and interest on, this Note only in the
Specified Currency subject to the provisions set forth in the second succeeding
paragraph below,
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and the Holder hereof may not subsequent to the issuance hereof request that
future payments of principal hereof, and premium, if any, and interest hereon,
be converted to U.S. dollars.
Except as otherwise provided herein, if either the box marked "Presumption
Yes" or the box marked "Presumption No" is marked above, the Holder hereof may
subsequent to the issuance hereof request that future payments of principal
hereof, and premium, if any, and interest hereon, be converted, or not be
converted, as the case may be, to U.S. dollars by transmitting a written
request for such payments to the Paying and Authenticating Agent on or prior to
the Regular Record Date or not less than 15 days prior to the applicable
Maturity Date. Such request shall include appropriate payment instructions and
shall be in writing (mailed or hand delivered) or by cable, telex or facsimile
transmission. The Holder of this Note may elect to receive all future payments
of principal, premium, if any, any interest in either the Specified Currency
set forth above or in U.S. dollars, as specified in the written request, and
need not file a separate election for each payment. Such election will remain
in effect until revoked by written notice to the Paying and Authenticating
Agent, but written notice of any such revocation must be received by the Paying
and Authenticating Agent on or prior to the Regular Record Date or at least 16
days prior to Maturity.
If the Specified Currency is not available for the payment of principal,
premium, if any, or interest with respect to this Note due to the imposition of
exchange controls or other circumstances beyond the control of the Company, the
Company will be entitled to satisfy its obligations to the Holder of this Note
by making such payment in U.S. dollars on the basis of the Market Exchange Rate
(as defined above) on the date of such payment, or if such Market Exchange Rate
is not then available, on the basis of the most recently available Market
Exchange Rate as defined above.
The Registrar shall maintain the Medium-Term Note Register on its own
internal registration record-keeping system. The term "Medium-Term Note
Register" shall mean the definitive record in which shall be recorded the
names, addresses, addresses for payment and taxpayer identification numbers of
Holders of the Notes and details with respect to the issuance, transfer and
exchange of Notes as appropriate.
The "Amortized Face Amount" of an Original Issue Discount Note shall be the
amount equal to (i) the Issue Price set forth above plus (ii) that portion of
the difference between the Issue Price and the principal amount of such Note
that has accrued at the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation principles) by the date
of calculation, as calculated by the
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Paying and Authenticating Agent, but in no event shall the Amortized Face
Amount of an Original Issue Discount Note exceed its principal amount.
If an Event of Default with respect to the Senior Medium-Term Notes shall
occur and be continuing, the Trustee or the Holders of not less than 25% in
principal amount (or Amortized Face Amount, in the case of Original Issue
Discount Notes) of the Outstanding Senior Medium-Term Notes may declare the
principal (or Amortized Face Amount, in the case of Original Issue Discount
Notes) of all the Senior Medium-Term Notes due and payable in the manner and
with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities 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 66 2/3% in aggregate principal amount of the
Securities at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time outstanding, on behalf of the Holders of all Securities of each
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.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place, and rate, and in the currency, currency unit or composite
currency, prescribed herein and in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Company on this Note, upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Note.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York
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or at its offices located at Woolgate House, Coleman Street, London EC2P 2HD,
or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar, and
this Note duly executed by the Holder hereof or by such Holder's attorney duly
authorized in writing and thereupon one or more new Senior Medium-Term Notes,
of Authorized Denominations specified above and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Senior Medium-Term Notes are issuable only in registered form without
coupons in the Authorized Denominations specified above. As provided in the
Indenture, and subject to certain limitations therein set forth, the Senior
Medium-Term Notes are exchangeable for a like aggregate principal amount of
Senior Medium-Term Notes in such Authorized Denominations, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of (and premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
The Indenture and the Senior Medium-Term Notes shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in such State.
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All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
References in this Note to "U.S. dollars" or "U.S.$" are to the currency of
the United States of America. References in this Note to the "Specified
Currency" are to the Specified Currency specified above.
Unless the Certificate of Authentication hereon has been executed by the
Authenticating Agent or the Trustee under the Indenture by the manual signature
of one of its authorized officers, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.
THE CHASE MANHATTAN CORPORATION
By: __________________________
(SEAL) By: __________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Bankers Trust Company, or Bankers Trust Company,
as Trustee as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:___________________ By:____________________
Authorized Officer Authorized Officer
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<PAGE> 15
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof 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, this Note must be received at a corporate trust
office of The Chase Manhattan Bank, N.A. in The City of New York or at its
offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices
of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or
at such other place or places of which the Company shall from time to time
notify the Holder of this Note in writing, not more than 60 nor less than 30
days prior to the Holder's Optional Repayment Date, if any, shown on the face
of this Note, with this "Option to Elect Repayment" form duly completed.
Exercise of such repayment option by the Holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the Holder
hereof upon the cancellation hereof.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which when subtracted from the principal amount of
this Note, shall equal an Authorized Denomination) which the Holder elects to
have repaid and specify the denomination or denominations of the Senior
Medium-Term Notes (which shall be Authorized Denominations) to be issued to the
Holder for the portion of this Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion not being
repaid).
$ ____________________ ____________________________________
NOTICE: The signature on this
Date _________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
15
<PAGE> 16
ABBREVIATIONS
The following abbreviations, when used in the inscription on 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............
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
16
<PAGE> 17
_____________________________
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 ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint _________________________________________________________
______________________________________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _______________________________
Signature Guaranteed:
_______________________________
_______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
within instrument in every
particular, without alteration
or enlargement, or any change
whatever.
17
<PAGE> 1
EXHIBIT 4.19
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE 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 CERTIFICATE ISSUED
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 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
<TABLE>
<CAPTION>
ISIN:
CUSIP:
REGISTERED REGISTERED
No.FXR $
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(Fixed Rate)
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
____________________ ________% __________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
____________________ __________________ __________________
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
HOLDER'S OPTIONAL TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
__________________ ___________________ _________________
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG TAX REDEMPTION:
PERIOD OID: STOCK EXCHANGE:
__________________ Yes / / No / / Yes / / No / /
ISSUE PRICE: OTHER PROVISIONS:
________________ _____________________
</TABLE>
The Chase Manhattan Corporation, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to ,
, or registered assigns, the principal sum of
DOLLARS on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at the Interest Rate per annum specified above, until the
principal hereof is paid or duly made available for payment, semiannually on
__________ and __________ (each an "Interest Payment Date") in each year
commencing on the first Interest Payment Date next succeeding the Original
Issue Date specified above, unless the Original Issue Date occurs between a
Regular Record Date, as defined below, and the next succeeding Interest Payment
Date, in which case commencing on the second Interest Payment Date succeeding
the Original Issue Date, to the registered holder of this Note on the Regular
Record Date with respect to such Interest Payment Date, and on the Stated
Maturity Date shown above (or any Redemption Date as defined below or any
Holder's Optional Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date, Redemption Date and Holder's
Optional Repayment Date being herein referred to as a "Maturity Date" with
respect to the principal payable on such date). Interest on this Note will
accrue from the most recent Interest Payment Date to which interest has been
paid or duly provided for or, if no interest has been paid or duly provided
for, from the Original Issue Date specified above until the principal hereof
has been paid or duly made available for payment. If the Maturity Date or an
Interest Payment Date falls on a day which is not a Business Day as defined
below, principal, premium, if any, or interest payable with respect to such
Maturity Date or Interest Payment Date will be paid on the next succeeding
Business
2
<PAGE> 3
Day with the same force and effect as if made on such Maturity Date or Interest
Payment Date, as the case may be, and no interest on such payment shall accrue
for the period from and after such Maturity Date or Interest Payment Date, as
the case may be. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions, be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the Regular Record Date for such
interest, which shall be _________ or _________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date; provided,
however, that interest payable on any Maturity Date will be payable to the
Person to whom the principal hereof shall be payable. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Paying and Authenticating Agent (referred
to below), notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture (referred
to below).
As used herein, "Business Day" means any day other than a Saturday, Sunday,
legal holiday or other day on which banks in The City of New York are required
or authorized by law or executive order to close.
Payment of the principal of, premium, if any, and interest due on this Note
will be made in immediately available funds at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of
New York or at its offices located at Woolgate House, Coleman Street, London
EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue
Plaetis, L-2338 Luxembourg, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest on any Interest
Payment Date other than the Maturity Date may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register. A Holder of not less than
$10,000,000 aggregate principal amount of the Subordinated Medium-Term Notes,
defined below, may by written notice to the Paying and Authenticating Agent
(referred to below) at its principal corporate trust office in The City of New
York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or
at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg (or at such other address as the
3
<PAGE> 4
Company shall give notice in writing) on or before the Regular Record Date
preceding an Interest Payment Date, arrange to have the interest payable on all
Subordinated Medium-Term Notes held by such Holder on such Interest Payment
Date, and all subsequent Interest Payment Dates until written notice to the
contrary is given to the Paying and Authenticating Agent, made by wire transfer
of immediately available funds to a designated account maintained at a bank in
The City of New York or at its offices at Woolgate House, Coleman Street,
London EC2P 2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5
Rue Plaetis, L-2338 Luxembourg (or other bank consented to by the Company) as
the Holder of such Medium-Term Notes shall have designated; provided that such
bank has appropriate facilities therefor.
This Subordinated Medium-Term Note, Series B is one of a duly authorized
series of Subordinated Debt Securities (hereinafter called the "Securities") of
the Company issued and to be issued under an Indenture dated as of May 1, 1987,
as supplemented by a First Supplemental Indenture, dated as of May 1, 1991, a
Second Supplemental Indenture, dated as of October 1, 1992, and a Third
Supplemental Indenture, dated as of September 1, 1993, all as restated in an
Amended and Restated Indenture, dated as of September 1, 1993 (as so amended
and supplemented, the "Indenture"), between the Company and Chemical Bank as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Subordinated
Medium-Term Notes, Series B (the "Subordinated Medium-Term Notes" or the
"Notes") and the terms upon which the Subordinated Medium-Term Notes are, and
are to be, authenticated and delivered. The Chase Manhattan Bank, N.A., acting
through its corporate trust offices in The City of New York and at Woolgate
House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank Luxembourg
S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying agents for the
payment of interest and principal of the Subordinated Medium-Term Notes (each,
a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its
corporate trust offices in The City of New York and in London is the
authenticating agent for the Subordinated Medium-Term Notes (the "Paying and
Authenticating Agent"). The Subordinated Medium-Term Notes may bear different
Original Issue Dates, mature at different times, bear interest at different
rates and vary in such other ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder on any
Holder's Optional Repayment Date(s), if any,
4
<PAGE> 5
indicated above. If no Holder's Optional Repayment Dates are set forth above,
this Note may not be so repaid at the option of the Holder hereof prior to the
Stated Maturity Date. On any Holder's Optional Repayment Date this Note shall
be repayable in whole or in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Holder hereof at a repayment price equal to 100% of the principal amount to be
repaid, together with interest thereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the Holder hereof,
this Note must be received, with the form entitled "Option to Elect Repayment"
below duly completed, by the Paying and Authenticating Agent at the principal
corporate trust office of The Chase Manhattan Bank, N.A. in The City of New
York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or
at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, or such other address which the Company shall from time to time
notify the Holders of the Subordinated Medium-Term Notes, not more than 60 nor
less than 30 days prior to an Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"), except as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Note may not be redeemed at the option
of the Company prior to the Stated Maturity Date, except in the event the
Company is required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this Note. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any time in whole
or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof shall be at least $1,000) at the option of the
Company at the applicable Redemption Price (as defined below) together with
interest thereon payable to the Redemption Date, on notice given to the Holder
not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise indicated on the face hereof, this Note will be subject to
redemption as a whole but not in part at the option of the Company, at a
redemption price equal to the principal amount hereof (or if this Note is an
Original Issue Discount Note at the Amortized Face Amount(as defined below))
together with accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company determines that as a
result of any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of the
5
<PAGE> 6
United States or of any political subdivision or taxing authority thereof or
therein affecting taxation, or any change in the application or official
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the date hereof, the Company has or will become
obligated to pay Additional Amounts (as hereinafter defined) with respect to
this Note as described below; provided that no such notice of redemption shall
be given earlier than 90 days prior to the earliest date on which the Company
would be obliged to pay such Additional Amounts were a payment in respect of
this Note then due. The Company will make its determination with respect to
redemption as soon as practicable after it becomes aware of an event that might
give rise to such a determination, such determination to be evidenced by the
delivery to the Trustee of an Officer's Certificate with respect thereto. If
the Company has elected to redeem this Note, the Trustee will give notice to
the Holder hereof within 15 days after the date the Trustee is notified of the
Company's election to redeem this Note or make additional payments as described
above. Such notice will state the nature of the Company's election, the reasons
for and the nature of such determination and the last day by which redemption
may be made.
The Company will, subject to the limitations and exceptions set forth
below, pay to the Holder on behalf of an owner of a beneficial interest (an
"Owner") in this Note who is a United States Alien (as hereinafter defined)
such additional amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Owner of principal and premium, if any, and interest,
if any, on this Note, after deduction or withholding for or on account of any
present or future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional payment, by
the United States, or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in this Note to be then
due and payable. However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or former
connection between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such Owner, if such Owner is
an estate or a trust, or between a member or shareholder of such Owner, if
such Owner is a partnership or corporation) and the United States,
including, without limitation, such Owner (or such fiduciary, settlor,
beneficiary, possessor, member or shareholder) being or having been a
citizen or resident or treated as a resident thereof, or being or having
been
6
<PAGE> 7
engaged in a trade or business or present therein, or having or having had
a permanent establishment therein, or (ii) the presentation of this Note
for payment on a date more than 15 days after the date on which such
payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private foundation
or other tax exempt organization or a domestic or foreign personal holding
company with respect to the United States, (ii) as a corporation that
accumulates earnings to avoid United States income taxes, (iii) as a
controlled foreign corporation with respect to the United States, (iv) as
the owner, actually or constructively, of 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its
trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Note;
(5) any tax, assessment or other governmental charge that would not
have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements concerning the
nationality, residence, identity or connection with the United States of
the holder or Owner of this Note if, without regard to any tax treaty,
such compliance is required by statute or regulation of the United States
as a precondition to relief or exemption from such tax, assessment or
other governmental charge;
(6) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from a payment on this Note, if such payment
can be made without such withholding by any other Paying Agent of the
Company outside the United States;
(7) any tax, assessment or other governmental charge that would not
have been so imposed but for the Owner being or having been a person
within a country with respect to which the United States Treasury
Department has determined under Sections 871(h)(5) and 881(c)(5) of the
Internal
7
<PAGE> 8
Revenue Code of 1986, as amended (the "Code"), on or before the Original
Issue Date specified above that payments of interest to persons within
such country are not subject to the repeal of the United States
withholding tax provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of any Owner who
is a fiduciary or partnership or other than the sole Owner of this Note to the
extent that a beneficiary or settlor with respect to such fiduciary, a member
of such partnership or the Owner would not have been entitled to payment of the
Additional Amount had such beneficiary, settlor, member or Owner been the sole
Owner of this Note. The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, the Company will not be required to
make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to redemption as provided
above will be mailed first class mail, postage prepaid, to the holders'
addresses listed in the register maintained by the Registrar not more than 60
nor less than 30 days prior to the Redemption Date.
If this Note is redeemable at the option of the Company (other than as a
result of the Company being obliged to pay Additional Amounts as provided
above), the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date
by the Annual Redemption Percentage Reduction, if any, specified above, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
The "Amortized Face Amount" of an Original Issue Discount Note shall be the
amount equal to (i) the Issue Price set forth above plus (ii) that portion of
the difference between the Issue Price and the principal amount of such Note
that has accrued at
8
<PAGE> 9
the Original Yield to Maturity (computed in accordance with generally accepted
United States bond yield computation principles) by the date of calculation, as
calculated by the Paying and Authenticating Agent, but in no event shall the
Amortized Face Amount of an Original Issue Discount Note exceed its principal
amount.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Date or the Maturity Date, as the case may be.
Interest payments for this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months.
If an Event of Default with respect to the Subordinated Medium-Term Notes
shall occur and be continuing, the Trustee or the Holders of not less than 25%
in principal amount (or Amortized Face Amount, in the case of Original Issue
Discount Notes) of the Outstanding Subordinated Medium-Term Notes may declare
the principal (or Amortized Face Amount, in the case of Original Issue Discount
Notes) of all the Subordinated Medium-Term Notes due and payable in the manner
and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities 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 66 2/3% in aggregate principal amount of the
Securities at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time outstanding, on behalf of the Holders of all Securities of each
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.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place, and rate, and in the currency, currency unit or composite
currency, prescribed herein and in the Indenture.
9
<PAGE> 10
The payment of the principal of, premium, if any, and interest on the
Subordinated Medium-Term Notes is, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness as defined in the Indenture, and this Note is issued
subject to such provisions and each holder of this Note, by accepting the same,
agrees to and shall be bound by such provisions, and authorizes the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination as provided in the Indenture and appoints the Trustee his
attorney-in-fact for such purpose. The Company shall not make any payment of
the principal of, premium, if any, or interest on the Subordinated Medium-Term
Notes (whether at maturity or otherwise) while the Company is in default with
respect to any payment of principal of, premium, if any and interest on any
Senior Indebtedness or in the event that any nonpayment event of default with
respect to any Senior Indebtedness shall have occurred and be continuing and
shall have resulted in such Senior Indebtedness becoming or being declared due
prior to the date on which it would otherwise have become due and payable.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York or at its offices located at Woolgate House, Coleman Street, London EC2P
2HD, or at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis,
L-2338 Luxembourg, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar, and
this Note duly executed by the Holder hereof or by such Holder's attorney duly
authorized in writing and thereupon one or more new Subordinated Medium-Term
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Subordinated Medium-Term Notes are issuable only in registered form
without coupons in minimum denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000. As provided in the Indenture,
and subject to certain limitations therein set forth, the Subordinated
Medium-Term Notes are exchangeable for a like aggregate principal amount of
Subordinated Medium-Term Notes in authorized denominations, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
10
<PAGE> 11
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of (and premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
The Indenture and the Subordinated Medium-Term Notes shall be governed by
and construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed in such State.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by the
Authenticating Agent or the Trustee under the Indenture by the manual signature
of one of its authorized officers, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
11
<PAGE> 12
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.
THE CHASE MANHATTAN CORPORATION
By: _____________________
(SEAL) By: _____________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.
Chemical Bank, as Trustee or Chemical Bank, as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:________________________ By:______________________________
Authorized Officer Authorized Officer
12
<PAGE> 13
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof 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 this Note must be received at a corporate trust
office of The Chase Manhattan Bank, N.A., in The City of New York or at its
offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices
of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or
at such other place or places of which the Company shall from time to time
notify the Holder of this Note, not more than 60 nor less than 30 days prior to
the Holder's Optional Repayment Date, if any, specified above, with this
"Option to Elect Repayment" form duly completed. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event of repayment of
this Note in part only, a new Note or Notes for the amount of the unpaid
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(each of which shall be $1,000 or an integral multiple of $1,000 in excess of
$1,000) of the Subordinated Medium-Term Notes to be issued to the Holder for
the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
$ ____________________ ____________________________________
NOTICE: The signature on this
Date _________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
13
<PAGE> 14
ABBREVIATIONS
The following abbreviations, when used in the inscription on 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............
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
14
<PAGE> 15
_____________________________
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 ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint _________________________________________________________
______________________________________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _________________________________
Signature Guaranteed:
_________________________________
_________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
within instrument in every
particular, without alteration or
enlargement, or any change
whatever.
15
<PAGE> 1
EXHIBIT 4.20
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE 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 CERTIFICATE ISSUED
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 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
<TABLE>
<CAPTION>
ISIN:
CUSIP:
REGISTERED REGISTERED
No. FLR $
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
<S> <C> <C>
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY DATE:
____________________ _____________________ ____________________
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT
DATES:
____________________ _____________________ ____________________
SPREAD: INITIAL INTEREST RESET INTEREST RATE RESET
DATE: DATES:
____________________ _____________________ _____________________
SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: MAXIMUM INTEREST
RATE:
____________________ _____________________ _____________________
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
INITIAL REDEMPTION MINIMUM INTEREST RATE: ANNUAL REDEMPTION
PERCENTAGE: PERCENTAGE REDUCTION:
____________________ _____________________ ____________________
HOLDER'S OPTIONAL CALCULATION AGENT: ORIGINAL YIELD TO
REPAYMENT DATE(S): MATURITY:
____________________ _____________________ ____________________
INITIAL SHORT ACCRUAL TOTAL AMOUNT OF OID: LISTING ON LUXEMBOURG
PERIOD OID: STOCK EXCHANGE:
____________________ _____________________ Yes / / No / /
ISSUE PRICE: TAX REDEMPTION: DESIGNATED LIBOR PAGE:
___________________ Yes / / No / / Reuters / /
Telerate / /
INDEX CURRENCY: OTHER PROVISIONS:
____________________ ___________________
</TABLE>
The Chase Manhattan Corporation, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to ,
or registered assigns, the principal sum of
DOLLARS on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at a rate per annum equal to the Initial Interest Rate
specified above until the Initial Interest Reset Date specified above and
thereafter at a rate determined in accordance with the provisions set forth
below, depending upon the Interest Rate Basis specified above, until the
principal hereof is paid or duly made available for payment. The Company will
pay interest on Interest Payment Dates specified above, commencing with the
first Interest Payment Date next succeeding the Original Issue Date specified
above, and on the Stated Maturity Date (or any Redemption Date as defined below
or any Holder's Optional Repayment Date with respect to which such option has
been exercised, each such Stated Maturity Date, Redemption Date and Holder's
Optional Repayment Date being hereinafter referred to as a "Maturity Date" with
respect to the principal repayable on such date); provided, however, that if
the Original Issue Date occurs between a Regular Record Date, as defined below,
and the next
2
<PAGE> 3
succeeding Interest Payment Date, interest payments will commence on the second
Interest Payment Date next succeeding the Original Issue Date, to the
registered holder of this Note on the Regular Record Date with respect to such
Interest Payment Date; and provided, further, that if an Interest Payment Date
(other than an Interest Payment Date that occurs on any Maturity Date) would
fall on a day that is not a Business Day, as defined below, such Interest
Payment Date shall be the next day that is a Business Day, except in the case
that the Interest Rate Basis is LIBOR or LIBID, if such next Business Day falls
in the next succeeding calendar month, such Interest Payment Date will be the
next preceding day that is a Business Day. If any Maturity Date of this Note
should fall on a day that is not a Business Day, the payment of interest,
principal or premium, if any, due on such date shall be made on the next day
that is a Business Day and no additional interest on such amounts shall accrue
from such Maturity Date to and including the date on which any such payment is
required to be made. Interest payable on this Note on any Interest Payment Date
will include interest accrued from the Original Issue Date, or the most recent
date for which interest has been paid or duly provided for, to, but excluding,
such Interest Payment Date; provided, however, that if the period between
Interest Rate Reset Dates with respect to this Note is daily or weekly,
interest payable on any Interest Payment Date will include interest accrued to
and including the Regular Record Date next preceding such Interest Payment
Date, except that interest payable on any Maturity Date will include interest
accrued to, but excluding, such Maturity Date. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions, be paid to the Person in whose name this Note
(or one or more predecessor Notes) is registered at the close of business on
the date 15 calendar days prior to an Interest Payment Date (whether or not a
Business Day) (the "Regular Record Date"); provided, however, that interest
payable on any Maturity Date will be payable to the Person to whom the
principal hereof shall be payable. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Note (or one or more Predecessor Notes) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee (referred to below), notice whereof shall be given to the Holder
of this Note not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture (referred to below).
Payment of the principal of, premium, if any, and interest due on this Note
will be made in immediately available funds at the office or agency of the
Company maintained for that purpose in
3
<PAGE> 4
the Borough of Manhattan, The City of New York or at its offices at Woolgate
House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan
Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest on any Interest Payment Date other than the Maturity Date may be
made at the option of the Company by check mailed to the address of Person
entitled thereto as such address shall appear in the Security Register. A
Holder of not less than $10,000,000 aggregate principal amount of the
Subordinated Medium-Term Notes having the same Interest Payment Dates may by
written notice to the Paying and Authenticating Agent (referred to below) at
its principal corporate trust office in The City of New York or at its offices
at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices of Chase
Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or at such
other address as the Company shall give notice in writing) on or before the
Regular Record Date preceding an Interest Payment Date, arrange to have the
interest payable on all Subordinated Medium-Term Notes held by such Holder on
such Interest Payment Date, and all subsequent Interest Payment Dates until
written notice to the contrary is given to the Paying and Authenticating Agent,
made by wire transfer of immediately available funds to a designated account
maintained at a bank in The City of New York or at its offices at Woolgate
House, Coleman Street, London EC2P 2HD, or at the offices of Chase Manhattan
Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg (or other bank consented
to by the Company) as the holder of such Subordinated Medium-Term Notes shall
have designated; provided that such bank has appropriate facilities therefor.
This Subordinated Medium-Term Note, Series B is one of a duly authorized
series of Subordinated Debt Securities (hereinafter called the "Securities") of
the Company issued and to be issued under an Indenture dated as of May 1, 1987,
as supplemented by a First Supplemental Indenture, dated as of May 1, 1991, a
Second Supplemental Indenture, dated as of October 1, 1992, and a Third
Supplemental Indenture, dated as of September 1, 1993, all as restated in an
Amended and Restated Indenture, dated as of September 1, 1993 (as so amended
and supplemented, the "Indenture"), between the Company and Chemical Bank, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the Subordinated
Medium-Term Notes, Series B (the "Subordinated Medium-Term Notes" or the
"Notes") and the terms upon which the Subordinated Medium-Term Notes are, and
are to be, authenticated and delivered. The Chase Manhattan Bank,
4
<PAGE> 5
N.A., acting through its corporate trust offices in The City of New York and at
Woolgate House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank
Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying agents
for the payment of interest and principal of the Subordinated Medium-Term Notes
(each, a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its
corporate trust offices in The City of New York and in London is the
authenticating agent for the Subordinated Medium-Term Notes (the "Paying and
Authenticating Agent"). The Subordinated Medium-Term Notes may bear different
Original Issue Dates, mature at different times, bear interest at different
rates and vary in such other ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder on the
Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's
Optional Repayment Dates are set forth above, this Note may not be so repaid at
the option of the Holder hereof prior to the Stated Maturity Date. On any
Holder's Optional Repayment Date, this Note shall be repayable in whole or in
part in increments of $1,000 (provided that any remaining principal hereof
shall be at least $1,000) at the option of the Holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this Note to be repaid
in whole or in part at the option of the Holder hereof, this Note must be
received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal corporate
trust office of The Chase Manhattan Bank, N.A. in The City of New York or at
its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the
offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, or such other address which the Company shall from time to time
notify the Holders of the Subordinated Medium-Term Notes, not more than 60 nor
less than 30 days prior to a Holder's Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"), except as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Note may not be redeemed at the option
of the Company prior to the Stated Maturity Date, except in the event the
Company is required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this Note. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any time in whole
or from time to time in part in increments of $1,000 (provided that any
remaining principal hereof
5
<PAGE> 6
shall be at least $1,000) at the option of the Company at the applicable
Redemption Price (as defined below) together with interest thereon payable to
the Redemption Date, on notice given to the Holder not more than 60 nor less
than 30 days prior to the Redemption Date. In the event of redemption of this
Note in part only, a new Note for the unredeemed portion hereof shall be issued
in the name of the Holder hereof upon the surrender hereof.
Unless otherwise indicated on the face hereof, this Note will be subject to
redemption as a whole but not in part at the option of the Company, at a
redemption price equal to the principal amount hereof (or if this Note is an
Original Issue Discount Note at the Amortized Face Amount (as defined below))
together with accrued and unpaid interest, if any, to the date fixed for
redemption, upon notice as described below, if the Company determines that as a
result of any change in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of the United States or of any political subdivision or
taxing authority thereof or therein affecting taxation, or any change in the
application or official interpretation of such laws, regulations or rulings,
which change or amendment becomes effective on or after the date hereof, the
Company has or will become obligated to pay Additional Amounts (as hereinafter
defined) with respect to this Note as described below; provided that no such
notice of redemption shall be given earlier than 90 days prior to the earliest
date on which the Company would be obliged to pay such Additional Amounts were
a payment in respect of this Note then due. The Company will make its
determination with respect to redemption as soon as practicable after it
becomes aware of an event that might give rise to such a determination, such
determination to be evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to redeem this
Note, the Trustee will give notice to the Holder hereof within 15 days after
the date the Trustee is notified of the Company's election to redeem this Note
or make additional payments as described above. Such notice will state the
nature of the Company's election, the reasons for and the nature of such
determination and the last day by which redemption may be made.
The Company will, subject to the limitations and exceptions set forth
below, pay to the Holder on behalf of an owner of a beneficial interest (an
"Owner") in this Note who is a United States Alien (as hereinafter defined)
such additional amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Owner of principal and premium, if any, and interest,
if any, on this Note, after deduction or withholding for or on account of any
present or future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional payment, by
the United States, or
6
<PAGE> 7
any political subdivision or taxing authority thereof or therein, will not
be less than the amount provided for in this Note to be then due and payable.
However, the Company shall not be required to make any such payment of
Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would not
have been imposed but for (i) the existence of any present or former
connection between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such Owner, if such Owner is
an estate or a trust, or between a member or shareholder of such Owner, if
such Owner is a partnership or corporation) and the United States,
including, without limitation, such Owner (or such fiduciary, settlor,
beneficiary, possessor, member or shareholder) being or having been a
citizen or resident or treated as a resident thereof, or being or having
been engaged in a trade or business or present therein, or having or
having had a permanent establishment therein, or (ii) the presentation of
this Note for payment on a date more than 15 days after the date on which
such payment became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private foundation
or other tax exempt organization or a domestic or foreign personal holding
company with respect to the United States, (ii) as a corporation that
accumulates earnings to avoid United States income taxes, (iii) as a
controlled foreign corporation with respect to the United States, (iv) as
the owner, actually or constructively, of 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its
trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Note;
(5) any tax, assessment or other governmental charge that would not
have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements concerning the
nationality, residence, identity
7
<PAGE> 8
or connection with the United States of the holder or Owner of this Note
if, without regard to any tax treaty, such compliance is required by
statute or regulation of the United States as a precondition to relief or
exemption from such tax, assessment or other governmental charge;
(6) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from a payment on this Note, if such payment
can be made without such withholding by any other Paying Agent of the
Company outside the United States;
(7) any tax, assessment or other governmental charge that would not
have been so imposed but for the Owner being or having been a person
within a country with respect to which the United States Treasury
Department has determined under Sections 871(h)(5) and 881(c)(5) of the
Internal Revenue Code of 1986, as amended (the "Code"), on or before the
Original Issue Date specified above that payments of interest to persons
within such country are not subject to the repeal of the United States
withholding tax provided for in Sections 871(h) and 881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of any Owner who
is a fiduciary or partnership or other than the sole Owner of this Note to the
extent that a beneficiary or settlor with respect to such fiduciary, a member
of such partnership or the Owner would not have been entitled to payment of the
Additional Amount had such beneficiary, settlor, member or Owner been the sole
Owner of this Note. The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, the Company will not be required to
make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to redemption as provided
above will be mailed first class mail, postage prepaid, to the holders'
addresses listed in the register
8
<PAGE> 9
maintained by the Registrar not more than 60 nor less than 30 days prior to
the Redemption Date.
If this Note is redeemable at the option of the Company (other than as a
result of the Company being obliged to pay Additional Amounts as provided
above), the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date
by the Annual Redemption Percentage Reduction, if any, specified above, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
Accrued interest hereon shall be an amount calculated by multiplying the
face amount hereof by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factor calculated for each day from
the Original Issue Date or from the day succeeding the last date for which
interest shall have been paid, as the case may be, to the date for which
accrued interest is being calculated. The interest factor for each such day
shall be computed by dividing the interest rate applicable to such day by 360
or, in the case of Subordinated Medium-Term Notes having the Treasury Rate as
their Interest Rate Basis, by the actual number of days in the year.
Except as described below, this Note will bear interest at the rate
determined by reference to the Interest Rate Basis specified above (i) plus or
minus the Spread, if any, and/or (ii) multiplied by the Spread Multiplier, if
any, specified above. The interest rate in effect on each day shall be (a) if
such day is an Interest Rate Reset Date, the interest rate with respect to the
Interest Determination Date (as defined below) pertaining to such Interest Rate
Reset Date or (b) if such day is not an Interest Rate Reset Date, the interest
rate with respect to the Interest Determination Date pertaining to the next
preceding Interest Rate Reset Date, provided that (i) the interest rate in
effect from the Original Issue Date to the first Interest Rate Reset Date shall
be the Initial Interest Rate specified above, and (ii) the interest rate in
effect for the ten days immediately prior to the Maturity Date shall be the
rate in effect on the tenth day preceding the Maturity Date. If any Interest
Rate Reset Date would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next day that is a Business Day,
except that if the Interest Rate Basis specified above is LIBID or LIBOR, if
such Business Day is in the next succeeding calendar month, such Interest Rate
Reset Date shall be the immediately preceding Business Day.
The Interest Determination Date with respect to the Certificate of Deposit
Rate (the "CD Rate"), Commercial Paper
9
<PAGE> 10
Rate, Federal Funds Rate and Prime Rate will be the second Business Day
preceding the Interest Reset Date. The Interest Determination Date with respect
to LIBID or LIBOR shall be the second London Banking Day (as defined below)
preceding an Interest Rate Reset Date. The Interest Determination Date with
respect to the Treasury Rate shall be the day of the week in which such
Interest Rate Reset Date falls on which Treasury bills normally would be
auctioned; provided, however, that if as a result of a legal holiday an auction
is held on the Friday of the week preceding the Interest Rate Reset Date, the
related Interest Determination Date shall be such preceding Friday; and
provided, further, that if an auction shall fall on any Interest Rate Reset
Date then the Interest Rate Reset Date shall instead be the first Business Day
following such auction.
The "Calculation Date" pertaining to any Interest Determination Date shall
be the earlier of (i) the tenth calendar day after such Interest Determination
Date or, if such day is not a Business Day, the next succeeding Business Day or
(ii) the Business Day preceding the applicable Interest Payment Date or
Maturity Date, as the case may be.
All percentages resulting from any calculation on the Subordinated
Medium-Term Notes 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 on the Subordinated Medium-Term Notes will be rounded to
the nearest cent (with one-half cent being rounded upward).
As used herein, "Business Day" means (i) any day other than a Saturday,
Sunday, legal holiday or other day on which banks in The City of New York are
required or authorized by law or executive order to close or (ii) in the case
where the Interest Rate Basis is LIBID or LIBOR, any day other than a Saturday,
Sunday, legal holiday or other day on which banks in the City of London are
required or authorized by law or executive order to close, or on which dealings
in deposits in the Index Currency (as defined below) are not transacted in the
London interbank market (a "London Banking Day").
Determination of CD Rate. CD Rate means, with respect to any Interest
Determination Date (a "CD Interest Determination Date"), the rate on such day
for negotiable certificates of deposit having the Index Maturity specified
above as published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates", or any successor
publication ("H.15(519)"), under the heading "Cds (Secondary Market)", or, if
not so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such CD Interest Determination Date, the CD Rate will be the rate
on such CD Interest
10
<PAGE> 11
Determination Date for negotiable certificates of deposit of the Index Maturity
specified above 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 "Certificates of
Deposit". If such rate is not published in either H.15(519) or the Composite
Quotations by 3:00 P.M., New York City time, on such Calculation Date, then the
CD Rate on such CD Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date, of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent, after consultation with the Company, for negotiable certificates of
deposit of major United States money center banks (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the Index
Maturity specified above in denominations of $5,000,000; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth above, the CD Rate will be the CD Rate in effect on such
CD Interest Determination Date.
Determination of Commercial Paper Rate. The Commercial Paper Rate means,
with respect to any Interest Determination Date (a "Commercial Paper Interest
Determination Date"), the Money Market Yield (as defined below) on such date of
the rate for commercial paper having the Index Maturity specified above as
published in H.15(519) under the heading "Commercial Paper". In the event such
rate is not published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Commercial Paper Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield on such Commercial Paper
Interest Determination Date of the rate for commercial paper having the Index
Maturity shown above as published in Composite Quotations under the heading
"Commercial Paper". If the rate for a Commercial Paper Interest Determination
Date is not published in either H.15(519) or Composite Quotations by 3:00 P.M.,
New York City time, on such Calculation Date, the Commercial Paper Rate for
that Commercial Paper Rate Interest Determination Date shall be calculated by
the Calculation Agent, after consultation with the Company, and shall be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00
A.M., New York City time, on such Commercial Paper Interest Determination Date
of three leading dealers of commercial paper in The City of New York selected
by the Calculation Agent, after consultation with the Company, on such
Commercial Paper Interest Determination Date, for commercial paper of the Index
Maturity specified above placed for an industrial issuer whose bond rating is
"AA", or the equivalent, from a nationally recognized statistical rating
agency; provided, however, that if the dealers selected as aforesaid by the
11
<PAGE> 12
Calculation Agent are not quoting as mentioned in this sentence, the Commercial
Paper Rate with respect to such Commercial Paper Interest Determination Date
will be the Commercial Paper Rate then in effect on such Commercial Paper
Interest Determination Date.
"Money Market Yield" shall be the yield (expressed as a percentage rounded
to the nearest one ten-thousandth of a percent, with five one
hundred-thousandths of a percent rounded upward) calculated in accordance with
the following formula:
Money Market Yield = D x 360 x 100
-----------------------
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 Federal Funds Rate. The Federal Funds Rate means, with
respect to any Interest Determination Date (a "Federal Funds Rate Interest
Determination Date"), the rate on that date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if not so published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Federal Funds Rate Interest Determination Date, the Federal Funds Rate will be
the rate on such Federal Funds Rate Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective Rate". If such
rate is not yet published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Federal
Funds Rate Interest Determination Date, the Federal Funds Rate for such Federal
Funds Rate Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight Federal Funds arranged by three leading brokers of Federal Funds
transactions in The City of New York selected by the Calculation Agent (after
consultation with the Company) prior to 9:00 A.M., New York City time, on such
Federal Funds Rate Interest Determination Date; provided, however, that if the
brokers selected as aforesaid by the Calculation Agent, after consultation with
the Company, are not quoting as described above, the Federal Funds Rate with
respect to such Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate then in effect on such Federal Funds Rate Interest
Determination Date.
Determination of LIBOR. LIBOR means, with respect to any Interest
Determination Date relating to a LIBOR Note (a "LIBOR Interest Determination
Date"), the rate determined by the Calcula- tion Agent in accordance with the
following provisions:
12
<PAGE> 13
(i) LIBOR will be either: (a) if "LIBOR Reuters" is specified on the face
hereof, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page (as defined below) by its terms provides only for a
single rate, in which case such single rate shall be used) for deposits in the
Index Currency having the Index Maturity designated on the face hereof, as of
11:00 A.M. London time, on that LIBOR Interest Determination Date, if at least
two such offered rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is
specified on the face hereof, the rate for deposits in the Index Currency
having the Index Maturity designated on the face hereof commencing on the
second London Banking Day immediately following that LIBOR Interest
Determination Date that appears on the Designated LIBOR Page specified on the
face hereof as of 11:00 A.M. London time, on that LIBOR Interest Determination
Date. If fewer than two offered rates appear, or no rate appears, as
applicable, LIBOR in respect of the related LIBOR Interest Determination Date
will be determined as if the parties had specified the rate described in clause
(ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page, as specified in clause (i) above, the
Calculation Agent will request that each LIBOR Reference Bank provide such
Calculation Agent with its offered quotations for deposits in the Index
Currency for the period of the Index Maturity specified on the face hereof to
prime banks in the London interbank market as of approximately 11:00 A.M.,
London time, on such LIBOR Interest Determination Date, such deposits
commencing on the second London Banking Day immediately following such LIBOR
Interest Determination Date and in a principal amount that is representative
for a single transaction in such market at such time. If at least two such
quotations are provided, LIBOR for such LIBOR Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two such quotations
are provided, LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
applicable Principal Financial Center (as defined below), on such LIBOR
Interest Determination Date by three major banks in such Principal Financial
Center selected by the Calculation Agent, after consultation with the Company,
for loans in the Index Currency to major European banks having the Index
Maturity specified on the face hereof and in a principal amount that is
representative for a single transaction in such Index Currency in such market
at such time; provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as described above, LIBOR will be LIBOR in
effect on such LIBOR Interest Determination Date.
13
<PAGE> 14
"Index Currency" means the currency (including composite currencies)
specified on the face hereof, if any, as the currency for which LIBOR shall be
calculated. If no such currency is specified, the Index Currency shall be U.S.
dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated
on the face hereof, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is designated on the face
hereof, the display on the Dow Jones Telerate Service for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified on the face
hereof, LIBOR for the applicable Index Currency will be determined as if LIBOR
Telerate had been specified.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to U.S.
dollars, Deutsche marks, and ECUs, the Principal Financial Center shall be The
City of New York, Frankfurt, and Luxembourg, respectively.
Determination of LIBID. LIBID means, with respect to any Interest Rate
Determination Date relating to a LIBID Note (a "LIBID Interest Determination
Date"), the rate determined by the Calculation Agent in accordance with the
following provisions:
(i) LIBID will be determined on the basis of the bid rates quoted to prime
banks in the London interbank market at approxi- mately 11:00 A.M., London
time, for deposits in U.S. dollars of not less than U.S. $1 million for the
period of the Index Maturity specified above commencing on the second London
Banking Day immediately following such LIBID Interest Determination Date, by
the London offices of four major banks in the London interbank market named on
the Reuters Screen LIBO Page and selected by the Calculation Agent, after
consultation with the Company (the "LIBID Reference Banks"), on the LIBID
Interest Determination Date. If at least two such quotations appear on the
Reuters Screen LIBO Page, LIBID for such LIBID Interest Determination Date will
be the arithmetic mean of such quotations as determined by the Calcula- tion
Agent. If fewer than two quotations are provided, LIBID for such LIBID Interest
Determination Date will be determined as if the parties had specified the rate
described in (ii) below. As used herein, "Reuters Screen LIBO Page" means the
display 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 bid rates of major banks.
14
<PAGE> 15
(ii) With respect to a LIBID Interest Determination Date on which fewer
than two such quotations appear, the Calculation Agent will request that each
LIBID Reference Bank provide the Calcula- tion Agent with a quotation of the
bid rate quoted to such bank by the head offices of major banks in The City of
New York for deposits in U.S. dollars for the period of the Index Maturity at
approximately 11:00 A.M., London time, on such LIBID Interest Determination
Date and in a principal amount equal to an amount of not less than U.S. $1
million that is representative for a single transaction in such market at such
time. If at least two such quotations are provided, LIBID for such LIBID
Interest Determination Date will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBID for such LIBID 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, after
consultation with the Company, at approximately 11:00 A.M., New York City time,
on such LIBID Interest Determination Date for loans in U.S. dollars to leading
European banks, having the Index Maturity designated above and in a principal
amount equal to an amount of not less than U.S. $1 million 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 mentioned in this sentence, LIBID for such LIBID Interest
Determination Date will be LIBID in effect on such LIBID Interest Determination
Date.
Determination of Prime Rate. Prime Rate means, with respect to any Interest
Determination Date (a "Prime Rate Interest Determination Date"), the arithmetic
mean 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 Prime Rate
Interest Determination Date by three major money center banks in The City of
New York as selected by the Calculation Agent (after consultation with the
Company). If fewer than three such quotations are provided, the Prime Rate
shall be calculated by the Calculation Agent and shall be determined as the
arithmetic mean on the basis of the prime rates quoted in The City of New York
on such date by three substitute banks or trust companies organized and doing
business under the laws of the United States, or any State thereof, having
total equity capital of at least $500 million and being subject to supervision
or examination by Federal or State authority, selected by the Calculation Agent
(after consultation with the Company); provided, however, that if the banks or
trust companies selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the Prime Rate will be the Prime Rate then in
effect on such Prime Rate Interest Determination Date.
15
<PAGE> 16
Determination of Treasury Rate. Treasury Rate means, with respect to any
Interest Determination Date (a "Treasury Interest Determination Date"), the
rate applicable to the most recent auction of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified above, as such
rate is published in H.15(519) under the heading "Treasury Bills -- auction
average (investment)" or, if not so published by 3:00 P.M., New York City time,
on the Calculation Date pertaining to such Treasury Interest Determination
Date, the auction average rate (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 announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the Index
Maturity specified above are not reported as provided by 3:00 P.M., New York
City time, on such Calculation Date, or if no such auction is held in a
particular week, then the Treasury Rate 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 of the secondary market
bid rates, as of ap- proximately 3:30 P.M., New York City time, on such
Treasury Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent (after
consultation with the Company), for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity specified above; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, Treasury Rate with respect to such
Treasury Rate Interest Determination Date will be the Treasury Rate then in
effect on such Treasury Rate Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. 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 determined,
the interest rate which will become ef- fective as of the next Interest Reset
Date.
The "Amortized Face Amount" of an Original Issue Discount Note shall be the
amount equal to (i) the Issue Price set forth above plus (ii) that portion of
the difference between the Issue Price and the principal amount of such Note
that has accrued at
16
<PAGE> 17
the Original Yield to Maturity (computed in accordance with generally accepted
United States bond yield computation principles) by the date of calculation, as
calculated by the Paying and Authenticating Agent, but in no event shall the
Amortized Face Amount of an Original Issue Discount Note exceed its principal
amount.
If an Event of Default with respect to the Subordinated Medium-Term Notes
shall occur and be continuing, the Trustee or the Holders of not less than 25%
in principal amount (or Amortized Face Amount, in the case of Original Issue
Discount Notes) of the Outstanding Subordinated Medium-Term Notes may declare
the principal (or Amortized Face Amount, in the case of Original Issue Discount
Notes) of all the Subordinated Medium-Term Notes due and payable in the manner
and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities 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 66 2/3% in aggregate principal amount of the
Securities at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time outstanding, on behalf of the Holders of all Securities of each
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.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place, and rate, and in the currency, currency unit or composite
currency, prescribed herein and in the Indenture.
The payment of the principal of, premium, if any, and interest on the
Subordinated Medium-Term Notes is, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness as defined in the Indenture, and this Note is issued
subject to such provisions and each holder of this Note, by accepting the same,
17
<PAGE> 18
agrees to and shall be bound by such provisions, and authorizes the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination as provided in the Indenture and appoints the Trustee his
attorney-in-fact for such purpose. The Company shall not make any payment of
the principal of, premium, if any, or interest on the Subordinated Medium-Term
Notes (whether at maturity or otherwise) while the Company is in default with
respect to any payment of principal of, premium, if any, and interest on any
Senior Indebtedness or in the event that any nonpayment event of default with
respect to any Senior Indebtedness shall have occurred and be continuing and
shall have resulted in such Senior Indebtedness becoming or being declared due
prior to the date on which it would otherwise have become due and payable.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York or at its offices at Woolgate House, Coleman Street, London EC2P 2HD, or
at the offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar, and
this Note duly executed by the Holder hereof or by such Holder's attorney duly
authorized in writing and thereupon one or more new Subordinated Medium-Term
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Subordinated Medium-Term Notes are issuable only in registered form
without coupons in minimum denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000. As provided in the Indenture,
and subject to certain limitations therein set forth, the Subordinated
Medium-Term Notes are exchangeable for a like aggregate principal amount of
Subordinated Medium-Term Notes in authorized denominations, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not
18
<PAGE> 19
this Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of (and premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
The Indenture and the Subordinated Medium-Term Notes shall be governed by
and construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed in such State.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by the
Authenticating Agent or the Trustee under the Indenture by the manual signature
of one if its authorized officers, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
19
<PAGE> 20
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.
THE CHASE MANHATTAN CORPORATION
By: ___________________
(SEAL)
By: ___________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the
within-mentioned Indenture.
Chemical Bank, as Trustee or Chemical Bank, as Trustee
By: The Chase Manhattan
Bank, N.A.,
as Authenticating Agent
By:______________________ By:________________________
Authorized Officer Authorized Officer
20
<PAGE> 21
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof 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, this Note must be received at a corporate trust
office of The Chase Manhattan Bank, N.A., in The City of New York or at its
offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices
of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or
at such other place or places which the Company shall from time to time notify
the Holder of this Note, not more than 60 nor less than 30 days prior to the
Holder's Optional Repayment Date, if any, specified above, with this "Option to
Elect Repayment" form duly completed. Exercise of such repayment option by the
Holder hereof shall be irrevocable. In the event of repayment of this Note in
part only, a new Note or Notes for the amount of the unpaid portion hereof
shall be issued in the name of the Holder hereof upon the cancellation hereof.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(each of which shall be $1,000 or an integral multiple of $1,000 in excess of
$1,000) of the Subordinated Medium-Term Notes to be issued to the Holder for
the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
$ ____________________ ____________________________________
NOTICE: The signature on this
Date _________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
21
<PAGE> 22
ABBREVIATIONS
The following abbreviations, when used in the inscription on 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............
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
22
<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 ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint _________________________________________________________
______________________________________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ ___________________________________
Signature Guaranteed:
___________________________________
___________________________________
NOTICE: The signature to this
assignment must correspond with the
name as written upon the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.
23
<PAGE> 1
EXHIBIT 4.21
IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS
CERTIFICATE 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 CERTIFICATE ISSUED
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 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.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT RULES.
<TABLE>
<CAPTION>
ISIN:
CUSIP:
REGISTERED PRINCIPAL AMOUNT:
No.FC
THE CHASE MANHATTAN CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES B
(Foreign Currency)
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
____________________ ________% __________________
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE
REDUCTION:
____________________ ________________ __________________
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
SPECIFIED CURRENCY: INTEREST PAYMENT INTEREST PAYMENT
DATES: PERIOD:
____________________ __________________ __________________
HOLDER'S OPTIONAL
REPAYMENT DATE(S): TOTAL AMOUNT OF OID: ORIGINAL YIELD TO
MATURITY:
__________________ ____________________ _________________
INITIAL SHORT ACCRUAL LISTING ON LUXEMBOURG
PERIOD OID: STOCK EXCHANGE: TAX REDEMPTION:
__________________ Yes / / No / / Yes / / No / /
ISSUE PRICE: OTHER PROVISIONS:
__________________ _____________________
</TABLE>
AUTHORIZED DENOMINATIONS: _________ and integral multiples of _____________ in
excess thereof.
PAYMENTS CONVERTED INTO U.S. DOLLARS: PRESUMPTION YES / / PRESUMPTION NO / /
The Chase Manhattan Corporation, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to ,
, or registered assigns, the principal sum of
on the Stated Maturity Date specified above (except to the
extent redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at the Interest Rate per annum specified above, until the
principal hereof is paid or duly made available for payment. The Company will
pay interest monthly, semi-annually or annually as specified above under
"Interest Payment Period", on each Interest Payment Date specified above,
commencing on the first Interest Payment Date next succeeding the Original
Issue Date specified above, unless the Original Issue Date occurs between a
Regular Record Date, as defined below, and the next succeeding Interest Payment
Date, in which case commencing on the second Interest Payment Date succeeding
the Original Issue Date, to the registered holder of this Note on the Regular
Record Date with respect to such Interest Payment Date, and on the Stated
Maturity
- 2 -
<PAGE> 3
Date shown above (or any Redemption Date as defined below or any Holder's
Optional Repayment Date with respect to which such option has been exercised,
each such Stated Maturity Date, Redemption Date and Holder's Optional Repayment
Date being herein referred to as a "Maturity Date" with respect to the
principal payable on such date). Interest on this Note will accrue from the
most recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from the
Original Issue Date specified above until the principal hereof has been paid or
duly made available for payment. If the Maturity Date or an Interest Payment
Date falls on a day which is not a Business Day as defined below, principal,
premium, if any, or interest payable with respect to such Maturity Date or
Interest Payment Date will be paid on the next succeeding Business Day with the
same force and effect as if made on such Maturity Date or Interest Payment
Date, as the case may be, and no interest on such payment shall accrue for the
period from and after such Maturity Date or Interest Payment Date, as the case
may be. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the Regular Record Date for such interest, which
shall be the fifteenth calendar day (whether or not a Business Day) preceding
such Interest Payment Date; provided, however, that interest payable on the
Maturity Date will be payable to the Person to whom the principal hereof shall
be payable. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Paying and Authenticating Agent (referred to below), notice whereof shall be
given to the Holder of this Note not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture (referred to below).
As used herein, "Business Day" means any day other than a Saturday or
Sunday that meets each of the following applicable requirements: the day is (a)
not a day on which banking institutions are authorized or required by law or
regulation to be closed in The City of New York, (b) not a day on which banking
institutions are authorized or required by law or regulation to be closed in
the Principal Financial Center (as defined below) of the country of the
Specified Currency (or if the Specified Currency of this Note is the European
Currency Unit ("ECU"), the Principal Financial Center of each country that
issues a component currency of the ECU), (c) a day on which banking
institutions in such Principal Financial Center are carrying out transactions
in such Specified Currency and (d) if the Specified Currency of this Note is
ECU, a day that is an "ECU
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<PAGE> 4
Settlement Day". An "ECU Settlement Day" means any day that (a) is not either
(i) a Saturday or a Sunday or (ii) a day which appears as an ECU Non-Settlement
Day on the display designated as page "ISDE" on the Reuters Monitor Money Rates
Service (or a day so designated by the ECU Banking Association, if ECU
Non-Settlement Days do not appear on that page) and, if ECU Non-Settlement Days
do not appear on that page (and are not so designated), a day on which payments
in ECU cannot be settled in the international interbank market and (b) is a day
on which payments in ECU can be settled by commercial banks and in foreign
exchange markets in the place in which the relevant account for payment is
located.
"Principal Financial Center" means the capital city of the country of the
Specified Currency designated on the face hereof, except that if the Specified
Currency is the U.S. dollar, the Deutsche mark or the ECU, the Principal
Financial Center shall be The City of New York, Frankfurt or Luxembourg,
respectively.
Upon presentation and surrender of this Note on the Maturity Date at the
office or agency of the Company maintained for that purpose in the City of New
York, the City of London or the City of Luxembourg, or such other address as
the Company shall from time to time notify the registered Holder of this Note
in writing, payment of the principal, premium, if any, and interest due on the
Maturity Date will be made in immediately available funds, or if such payment
is to be made in the Specified Currency as provided below, by wire transfer to
an account maintained by the registered Holder hereof in the country of the
Specified Currency specified above (the "Holder's overseas account"), as
designated by the registered Holder of this Note by written notice to the
Paying and Authenticating Agent (referred to below) at least 16 days prior to
the Maturity Date. As more fully provided below, if payment of interest on this
Note is made in U.S. dollars, payment of interest on any Interest Payment Date
other than the Maturity Date will be made by check mailed to the address of the
registered Holder hereof as of the immediately preceding Regular Record Date at
such address as shall appear in the Medium-Term Note Register (as defined
below), or, if such payment is to be made in the Specified Currency as provided
below, by wire transfer to such Holder's overseas account. Notwithstanding the
above, any registered Holder receiving payments of interest on this Note in
United States dollars (as provided below) and holding the equivalent of U.S.
$10,000,000 or more (determined as provided below) in aggregate principal
amount of Notes having the same Interest Payment Date will receive payments of
interest by the transfer of immediately available funds to such account at a
bank as the registered Holder of this Note shall have designated; provided that
appropriate wire transfer instructions in writing have been received by the
Paying and Authenticating Agent on or before the Regular Record Date preceding
such Interest Payment Date; and provided, further, that such bank has
appropriate facilities
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<PAGE> 5
therefor. Notwithstanding the above, in any case where wire transfer facilities
for the making of any payment shall not be reasonably available to the Paying
and Authenticating Agent, or where wire transfer instructions have not been
received by the Paying and Authenticating Agent on or before the requisite
date, such payment shall be made by check or draft and mailed to the registered
Holder hereof entitled thereto at such address as shall appear on the
Medium-Term Note Register maintained by the Paying and Authenticating Agent.
The Paying and Authenticating Agent has agreed to comply with all Federal
income tax information reporting and withholding requirements (including,
without limitation, obtaining appropriate certifications and remitting the same
to the Company) with respect to payments of interest (including original issue
discount) on this Note.
This Subordinated Medium-Term Note, Series B is one of a duly authorized
series of Subordinated Debt Securities (hereinafter called the "Securities") of
the Company issued and to be issued under an Amended and Restated Indenture
dated as of September 1, 1993 (the "Indenture") between the Company and
Chemical Bank as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Company, the Trustee and the Holders of the
Subordinated Medium-Term Notes, Series B (the "Subordinated Medium-Term Notes"
or the "Notes") and the terms upon which the Subordinated Medium-Term Notes
are, and are to be, authenticated and delivered. The Chase Manhattan Bank,
N.A., acting through its corporate trust offices in The City of New York and at
Woolgate House, Coleman Street, London EC2P 2HD, and Chase Manhattan Bank
Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg are the initial paying agents
for the payment of interest and principal of the Subordinated Medium-Term Notes
(each, a "Paying Agent"); and The Chase Manhattan Bank, N.A. acting through its
corporate trust offices in The City of New York and in London is the
authenticating agent for the Subordinated Medium-Term Notes (the "Paying and
Authenticating Agent"). The Subordinated Medium-Term Notes may bear different
Original Issue Dates, mature at different times, bear interest at different
rates, be denominated or be payable in different currencies and vary in such
other ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
The U.S. Dollar equivalent of this Note will be determined by the Paying
and Authenticating Agent on the basis of the Market Exchange Rate (as defined
below) on the Business Day immediately preceding the Original Issue Date. The
term "Market Exchange Rate" means the noon buying rate in The City of New York
for cable transfers in foreign currencies as certified for customs purposes by
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<PAGE> 6
the Federal Reserve Bank of New York: provided, however, that, in the case of
ECUs (as defined above), the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or any successor
thereto) as published in the Official Journal of the European Communities or
any successor publication.
This Note may be subject to repayment at the option of the Holder on any
Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's
Optional Repayment Dates are set forth above, this Note may not be so repaid at
the option of the Holder hereof prior to the Stated Maturity Date. On any
Holder's Optional Repayment Date this Note shall be repayable in whole or in
part (provided that any remaining principal amount hereof shall be an
Authorized Denomination specified above) at the option of the Holder hereof at
a repayment price equal to 100% of the principal amount to be repaid, together
with interest thereon payable to the date of repayment. For this Note to be
repaid in whole or in part at the option of the Holder hereof, this Note must
be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal corporate
trust office of The Chase Manhattan Bank, N.A. in The City of New York or at
its offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the
offices of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338
Luxembourg, or such other address which the Company shall from time to time
notify the Holders of the Subordinated Medium-Term Notes, not more than 60 nor
less than 30 days prior to a Holder's Optional Repayment Date. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
This Note may be redeemed at the option of the Company on any date on and
after the Initial Redemption Date, if any, specified above (the "Redemption
Date"), except as provided in the next succeeding paragraph. If no Initial
Redemption Date is set forth above, this Note may not be redeemed at the option
of the Company prior to the Stated Maturity Date, except in the event the
Company is required to pay any Additional Amounts (as defined below) with
respect to the payment of principal and interest on this Note. On and after the
Initial Redemption Date, if any, this Note may be redeemed at any time in whole
or from time to time in part (provided that any remaining principal amount
hereof shall be an Authorized Denomination specified above) at the option of
the Company at the applicable Redemption Price (as defined below) together with
interest thereon payable to the Redemption Date, on notice given to the Holder
not more than 60 nor less than 30 days prior to the Redemption Date. In the
event of redemption of this Note in part only, a new Note for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.
Unless otherwise indicated on the face hereof, this Note will be subject to
redemption as a whole but not in part at the option of
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<PAGE> 7
the Company, at a redemption price equal to the principal amount hereof (or if
this Note is an Original Issue Discount Note at the Amortized Face Amount (as
defined below)) together with accrued and unpaid interest, if any, to the date
fixed for redemption, upon notice as described below, if the Company determines
that as a result of any change in or amendment to the laws (or any regulations
or rulings promulgated thereunder) of the United States or of any political
subdivision or taxing authority thereof or therein affecting taxation, or any
change in the application or official interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after the date
hereof, the Company has or will become obligated to pay Additional Amounts (as
hereinafter defined) with respect to this Note as described below; provided
that no such notice of redemption shall be given earlier than 90 days prior to
the earliest date on which the Company would be obliged to pay such Additional
Amounts were a payment in respect of this Note then due. The Company will make
its determination with respect to redemption as soon as practicable after it
becomes aware of an event that might give rise to such a determination, such
determination to be evidenced by the delivery to the Trustee of an Officer's
Certificate with respect thereto. If the Company has elected to redeem this
Note, the Trustee will give notice to the Holder hereof within 15 days after
the date the Trustee is notified of the Company's election to redeem this Note
or make additional payments as described above. Such notice will state the
nature of the Company's election, the reasons for and the nature of such
determination and the last day by which redemption may be made.
The Company will, subject to the limitations and exceptions set forth
below, pay to the Holder on behalf of an owner of a beneficial interest (an
"Owner") in this Note who is a United States Alien (as hereinafter defined)
such additional amounts (the "Additional Amounts") as may be necessary so that
every net payment to such Owner of principal and premium, if any, and interest,
if any, on this Note, after deduction or withholding for or on account of any
present or future tax, assessment of other governmental charge imposed upon
such Owner, or by reason of the making of such net or additional payment, by
the United States, or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in this Note to be then
due and payable. However, the Company shall not be required to make any such
payment of Additional Amounts for or on account of:
(1) any tax, assessment or other governmental charge which would not
have been imposed but for (i) the existence of any present or former
connection between such Owner (or between a fiduciary, settlor or
beneficiary of, or possessor of a power over, such Owner, if such Owner is
an estate or a trust, or between a member or shareholder of such Owner, if
such Owner is a partnership or corporation) and the United States,
including,
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<PAGE> 8
without limitation, such Owner (or such fiduciary, settlor, beneficiary,
possessor, member or shareholder) being or having been a citizen or
resident or treated as a resident thereof, or being or having been engaged
in a trade or business or present therein, or having or having had a
permanent establishment therein, or (ii) the presentation of this Note for
payment on a date more than 15 days after the date on which such payment
became due and payable or the date on which payment thereof is duly
provided for, whichever occurs later;
(2) any estate, inheritance, gift, sales, transfer, personal
property or any similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge imposed by
reason of such Owner's past or present status (i) as a private foundation
or other tax exempt organization or a domestic or foreign personal holding
company with respect to the United States, (ii) as a corporation that
accumulates earnings to avoid United States income taxes, (iii) as a
controlled foreign corporation with respect to the United States, (iv) as
the owner, actually or constructively, of 10% or more of the total
combined voting power of all classes of stock of the Company entitled to
vote, or (v) as a bank that acquires a Note as an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its
trade or business;
(4) any tax, assessment or other governmental charge which is
payable primarily otherwise than by deduction or withholding from
payments on this Note;
(5) any tax, assessment or other governmental charge that would not
have been imposed but for a failure to comply with applicable
certification, information or other reporting requirements concerning the
nationality, residence, identity or connection with the United States of
the holder or Owner of this Note if, without regard to any tax treaty,
such compliance is required by statute or regulation of the United States
as a precondition to relief or exemption from such tax, assessment or
other governmental charge;
(6) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from a payment on this Note, if such payment
can be made without such withholding by any other Paying Agent of the
Company outside the United States;
(7) any tax, assessment or other governmental charge that would not
have been so imposed but for the Owner being or
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<PAGE> 9
having been a person within a country with respect to which the United
States Treasury Department has determined under Sections 871(h)(5) and
881(c)(5) of the Internal Revenue Code of 1986, as amended (the "Code"),
on or before the Original Issue Date specified above that payments of
interest to persons within such country are not subject to the repeal of
the United States withholding tax provided for in Sections 871(h) and
881(c) of the Code; or
(8) any combination of items (1), (2), (3), (4), (5), (6) or (7),
above;
nor shall Additional Amounts be paid to any holder on behalf of any Owner who
is a fiduciary or partnership or other than the sole Owner of this Note to the
extent that a beneficiary or settlor with respect to such fiduciary, a member
of such partnership or the Owner would not have been entitled to payment of the
Additional Amount had such beneficiary, settlor, member or Owner been the sole
Owner of this Note. The term "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
nonresident alien individual, a nonresident alien fiduciary of a foreign estate
or trust, or a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust.
Except as specifically provided above, the Company will not be required to
make any payment with respect to any tax, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority thereof or therein.
Notices to the holders of the Notes with respect to redemption as provided
above will be mailed first class mail, postage prepaid, to the holders'
addresses listed in the register maintained by the Registrar not more than 60
nor less than 30 days prior to the Redemption Date.
If this Note is redeemable at the option of the Company (other than as a
result of the Company being obliged to pay Additional Amounts as provided
above), the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified above, of the principal amount of this Note to be
redeemed and shall decline at each anniversary of the Initial Redemption Date
by the Annual Redemption Percentage Reduction, if any, specified above, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Date or the Maturity Date, as the case may be.
Interest payments for this Note will be computed and
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<PAGE> 10
paid on the basis of a 360-day year of twelve 30-day months.
The principal of, and premium, if any and interest on, this Note are
payable by the Company in the Specified Currency specified on the face hereof.
If the box marked "Presumption Yes" following the term "Conversion into
U.S. Dollars" above has been checked, The Chase Manhattan Bank, N.A. or such
other person as shall be appointed by the Company (the "Exchange Rate Agent")
will convert all payments of principal of, and premium, if any, and interest
on, this Note to U.S. dollars unless the Holder hereof elects to receive such
payments in the Specified Currency as described below. If the box marked
"Presumption No" following the term "Conversion into U.S. Dollars" above has
been checked, the Holder of this Note will receive all payments of principal
of, and premium, if any and interest on, this Note in the Specified Currency
unless the Holder of this Note elects to receive such payments in U.S. dollars
as described below. Any U.S. dollar amount to be received by the registered
Holder of this Note will be based on the highest bid quotation in The City of
New York received by the Exchange Rate Agent at approximately 11:00 A.M., New
York City time, on the second Business Day preceding the applicable payment
date from three recognized foreign exchange dealers (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer of the applicable
Specified Currency for U.S. dollars for settlement on such payment date in the
aggregate amount of the Specified Currency payable to all Holders of Notes
scheduled to receive U.S. dollar payments on such date and at which the
applicable dealer commits to execute a contract. If such bids are not
available, payments will be made in the Specified Currency. All currency
exchange costs will be borne by the Holder of this Note by deductions from such
payments.
If the box marked "No" following the term "Conversion into U.S. Dollars"
above has been checked, the Holder hereof will receive all payments of
principal of, and premium, if any, and interest on, this Note only in the
Specified Currency subject to the provisions set forth in the second succeeding
paragraph below, and the Holder hereof may not subsequent to the issuance
hereof request that future payments of principal hereof, and premium, if any,
and interest hereon, be converted to U.S. dollars.
Except as otherwise provided herein, if either the box marked "Presumption
Yes" or the box marked "Presumption No" is marked above, the Holder hereof may
subsequent to the issuance hereof request that future payments of principal
hereof, and premium, if any, and interest hereon, be converted, or not be
converted, as the case may be, to U.S. dollars by transmitting a written
request for such payments to the Paying and Authenticating Agent on or prior to
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<PAGE> 11
the Regular Record Date or not less than 15 days prior to the applicable
Maturity Date. Such request shall include appropriate payment instructions and
shall be in writing (mailed or hand delivered) or by cable, telex or facsimile
transmission. The Holder of this Note may elect to receive all future payments
of principal, premium, if any, any interest in either the Specified Currency
set forth above or in U.S. dollars, as specified in the written request, and
need not file a separate election for each payment. Such election will remain
in effect until revoked by written notice to the Paying and Authenticating
Agent, but written notice of any such revocation must be received by the Paying
and Authenticating Agent on or prior to the Regular Record Date or at least 16
days prior to Maturity.
If the Specified Currency is not available for the payment of principal,
premium, if any, or interest with respect to this Note due to the imposition of
exchange controls or other circumstances beyond the control of the Company, the
Company will be entitled to satisfy its obligations to the Holder of this Note
by making such payment in U.S. dollars on the basis of the Market Exchange Rate
(as defined above) on the date of such payment, or if such Market Exchange Rate
is not then available, on the basis of the most recently available Market
Exchange Rate as defined above.
The Registrar shall maintain the Medium-Term Note Register on its own
internal registration record-keeping system. The term "Medium-Term Note
Register" shall mean the definitive record in which shall be recorded the
names, addresses, addresses for payment and taxpayer identification numbers of
Holders of the Notes and details with respect to the issuance, transfer and
exchange of Notes as appropriate.
The "Amortized Face Amount" of an Original Issue Discount Note shall be the
amount equal to (i) the Issue Price set forth above plus (ii) that portion of
the difference between the Issue Price and the principal amount of such Note
that has accrued at the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation principles) by the date
of calculation, as calculated by the Paying and Authenticating Agent, but in no
event shall the Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.
If an Event of Default with respect to the Subordinated Medium-Term Notes
shall occur and be continuing, the Trustee or the Holders of not less than 25%
in principal amount (or Amortized Face Amount, in the case of Original Issue
Discount Notes) of the Outstanding Subordinated Medium-Term Notes may declare
the principal (or Amortized Face Amount, in the case of Original Issue Discount
Notes) of all the Subordinated Medium-Term Notes due and payable in the manner
and with the effect provided in the Indenture.
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<PAGE> 12
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities at the time outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time outstanding, on behalf of the Holders of all Securities of each
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.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place, and rate, and in the currency, currency unit or composite
currency, prescribed herein and in the Indenture.
The payment of the principal of, premium, if any, and interest on the
Subordinated Medium-Term Notes is, to the extent provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness as defined in the Indenture, and this Note is issued
subject to such provisions and each holder of this Note, by accepting the same,
agrees to and shall be bound by such provisions, and authorizes the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination as provided in the Indenture and appoints the Trustee his
attorney-in-fact for such purpose. The Company shall not make any payment of
the principal of, premium, if any, or interest on the Subordinated Medium-Term
Notes (whether at maturity or otherwise) while the Company is in default with
respect to any payment of principal of, premium, if any and interest on any
Senior Indebtedness or in the event that any nonpayment event of default with
respect to any Senior Indebtedness shall have occurred and be continuing and
shall have resulted in such Senior Indebtedness becoming or being declared due
prior to the date on which it would otherwise have become due and payable.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company upon surrender of this Note for registration of transfer at the
office or agency of
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<PAGE> 13
the Company in the Borough of Manhattan, The City of New York or at its offices
located at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices
of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar, and this Note duly
executed by the Holder hereof or by such Holder's attorney duly authorized in
writing and thereupon one or more new Subordinated Medium-Term Notes, of
Authorized Denominations specified above and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Subordinated Medium-Term Notes are issuable only in registered form
without coupons in the Authorized Denominations specified above. As provided in
the Indenture, and subject to certain limitations therein set forth, the
Subordinated Medium-Term Notes are exchangeable for a like aggregate principal
amount of Subordinated Medium-Term Notes in such Authorized Denominations, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of (and premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
The Indenture and the Subordinated Medium-Term Notes shall be governed by
and construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed in such State.
All terms used in this Note which are defined in the Indenture
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<PAGE> 14
shall have the meanings assigned to them in the Indenture.
References in this Note to "U.S. dollars" or "U.S.$" are to the currency of
the United States of America. References in this Note to the "Specified
Currency" are to the Specified Currency specified above.
Unless the Certificate of Authentication hereon has been executed by the
Authenticating Agent or the Trustee under the Indenture by the manual signature
of one of its authorized officers, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.
THE CHASE MANHATTAN CORPORATION
By: _____________________
(SEAL) By: _____________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.
Chemical Bank, as Trustee or Chemical Bank, as Trustee
By: The Chase Manhattan Bank, N.A.,
as Authenticating Agent
By:______________________ By:_______________________________
Authorized Officer Authorized Officer
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<PAGE> 15
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof 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, this Note must be received at a corporate trust
office of The Chase Manhattan Bank, N.A., in The City of New York or at its
offices at Woolgate House, Coleman Street, London EC2P 2HD, or at the offices
of Chase Manhattan Bank Luxembourg S.A., 5 Rue Plaetis, L-2338 Luxembourg, or
at such other place or places of which the Company shall from time to time
notify the Holders of this Note not more than 60 nor less than 30 days prior to
the Holder's Optional Repayment Date, if any, specified above, with this
"Option to Elect Repayment" form duly completed. Exercise of such repayment
option by the Holder hereof shall be irrevocable. In the event of repayment of
this Note in part only, a new Note or Notes for the amount of the unpaid
portion hereof shall be issued in the name of the Holder hereof upon the
cancellation hereof.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which when subtracted from the principal amount of
this Note, shall equal an Authorized Denomination) which the Holder elects to
have repaid and specify the denomination or denominations of the Subordinated
Medium-Term Notes (which shall be Authorized Denominations) to be issued to the
Holder for the portion of this Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion not being
repaid).
$ ____________________ ____________________________________
NOTICE: The signature on this
Date _________________ Option to Elect Repayment must
correspond with the name as written
upon this Note in every particular,
without alteration or enlargement or
any change whatever.
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<PAGE> 16
ABBREVIATIONS
The following abbreviations, when used in the inscription on 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............
(Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the
above list.
- 16 -
<PAGE> 17
_____________________________
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 ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint _________________________________________________________
______________________________________________________ attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _______________________________
Signature Guaranteed:
_______________________________
_______________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
within instrument in every
particular, without alteration
or enlargement, or any change
whatever.
- 17 -
<PAGE> 1
EXHIBIT 5
The Chase Manhattan Corporation Robert B. Adams
1 Chase Manhattan Plaza Senior Vice President
New York, New York 10081 Deputy General Counsel
August 30, 1994
The Chase Manhattan Corporation
One Chase Manhattan Plaza
New York, New York 10081
Re: Registration Statement on Form S-3
Dear Sirs:
I am the Deputy General Counsel of The Chase Manhattan Corporation, a
Delaware corporation (the "Company"), and have acted as counsel to the Company
in connection with the registration by the Company under the Securities Act of
1933, as amended (the "Act"), and Rule 415 promulgated thereunder, pursuant to
a registration statement on Form S-3 (the "Registration Statement") to which
this opinion is being filed as an Exhibit, of certain of its (a)
Senior/Subordinated Debt Securities (the "Debt Securities"), (b) Preferred
Stock, without par value, (the "Preferred Stock"), (c) Common Stock, par value
$2.00 per share, (d) Capital Securities (as such term is defined in the
Registration Statement), (e) Junior Participating Preferred Stock Purchase
Rights attached to its Common Stock (the "Rights"), (f) warrants to Purchase
Debt Securities ("Debt Warrants"), (g) warrants entitling the holders thereof
to receive from the Company, upon exercise, the cash value of the right to
purchase or to sell a certain amount of one currency or currency unit for a
certain amount of a different currency or currency unit, all as shall be
designated by the Company at the time of offering ("Currency Warrants"), (h)
warrants entitling the holders thereof to receive from the Company, upon
exercise, an amount in cash determined by reference to decreases or increases
in the level of a specified index (an "Index") which may be based on one or
more United States or foreign stocks, bonds or other securities, one or more
United States or foreign interest rates, one or more currencies or currency
units, or any combination of the foregoing, or determined by reference to the
differential between any two Indices, all as shall be designated by the Company
at the time of offering ("Index Warrants"), and (i) warrants entitling the
holders thereof to receive from the Company, upon exercise, an amount in cash
determined by reference to decreases or increases in the yield, closing price
or rate of one or more specified debt instruments issued either by the United
States government or by a foreign government (the "Debt Instruments"), in the
interest rate or interest rate swap established from time to time by one or
more specified financial institutions (the "Rates")
<PAGE> 2
or in any specified combination of Debt Instruments and/or Rates, all as
shall be designated by the Company at the time of offering ("Interest Rate
Warrants" and, together with the Debt Warrants, Currency Warrants and Index
Warrants, the "Warrants"). The Debt Securities may be convertible into or
exchangeable for Preferred Stock, Common Stock or Capital Securities. The
Preferred Stock may be convertible into or exchangeable for Common Stock.
I or members of the Company's Legal Department have examined and relied
upon originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates and
instruments relating to the Company as I have deemed relevant and necessary to
the opinion hereinafter set forth. In such examination, we have assumed the
genuineness and authenticity of all documents examined by us and all signatures
thereon, the legal capacity of all persons executing such documents, the
conformity to originals of all copies of documents submitted to us and the
truth and correctness of any representations and warranties contained therein.
Based on the foregoing and having regard to the legal considerations which
I deem relevant, I am of the opinion that:
1. When the Debt Securities have been registered under the Act, all actions
specified in the Indenture, dated as of July 1, 1986, as supplemented by a
First Supplemental Indenture, dated as of November 1, 1990, and a Second
Supplemental Indenture, dated as of May 1, 1991 between the Company and Bankers
Trust Company, as Trustee (the "Senior Trustee") and the Amended and Restated
Indenture, dated as of September 1, 1993, between the Company and Chemical
Bank, as Trustee (the "Subordinated Trustee") for the establishment of each
series of Debt Securities and of the terms of each Debt Security of such series
have been taken, the Debt Securities have been duly executed and delivered by
the Company, authenticated by the Senior Trustee or Subordinated Trustee, as
applicable, and issued for value, the Debt Securities will be valid and binding
obligations of the Company;
2. When the Preferred Stock (including Preferred Stock issuable upon
conversion or exchange for any Debt Security) has been registered under the
Act, a Certificate of Designation, Preferences and Rights relating to any
series of Preferred Stock has been duly filed in accordance with the General
Corporation Law of the State of Delaware, the shares of such series of
Preferred Stock have been duly executed and delivered by the Company, in the
case of Preferred Stock issuable upon conversion or exchange of Debt Security,
upon conversion or exchange of any duly authorized Debt Security in accordance
with its terms and provisions, and such Preferred Stock is issued for value,
such Preferred Stock (including the Preferred Stock into which any Debt
Security is converted or exchanged) when issued and outstanding and duly
2
<PAGE> 3
authorized by all corporate action by the Company, will be duly authorized,
legally issued and outstanding, fully paid and nonassessable;
3. When the Common Stock and attached Rights issuable upon conversion or
exchange for any Debt Security, Preferred Stock (including Preferred Stock
issuable upon conversion or exchange for any Debt Security) or Capital Security
have been registered under the Act, the issuance, execution and delivery of
such Common Stock and attached Rights upon conversion or exchange of such Debt
Security, Preferred Stock or Capital Security have been duly authorized by all
corporate action of the Company, the shares of such Common Stock have been duly
executed and delivered by the Company, then upon conversion or exchange of any
duly authorized Debt Security, Preferred Stock (including Preferred Stock
issuable upon conversion or exchange for any Debt Security) or Capital Security
in accordance with its terms and provisions, the Common Stock into which such
Debt Security, Preferred Stock or Capital Security is converted or exchanged,
when issued and outstanding, will be legally issued, fully paid and
nonassessable and the Rights will be validly issued;
4. When the Capital Securities (other than Common Stock or Preferred Stock)
issuable upon conversion or exchange for any Debt Security have been registered
under the Act, the issuance, execution and delivery of such Capital Securities
upon conversion or exchange of such Debt Security have been duly authorized by
all corporate action of the Company, such Capital Securities have been duly
executed and delivered by the Company, then upon conversion or exchange of any
duly authorized Debt Security in accordance with its terms and provisions, the
Capital Securities into which such Debt Security is converted or exchanged,
when issued and outstanding, will be legally issued, fully paid and
nonassessable; and
5. When the Warrants have been registered under the Act, the Debt Warrant
Agreement (the "Debt Warrant Agreement"), between the Company and a bank or
trust company, as Debt Warrant Agent (the "Debt Warrant Agent"), has been duly
executed and delivered by the Company and the Debt Warrant Agent, the Currency
Warrant Agreement (the "Currency Warrant Agreement"), between the Company and a
bank or trust company, as Currency Warrant Agent (the "Currency Warrant
Agent"), has been duly executed and delivered by the Company and the Currency
Warrant Agent, the Index Warrant Agreement (the "Index Warrant Agreement"),
between the Company and a bank or trust company, as Index Warrant Agent (the
"Index Warrant Agent"), has been duly executed and delivered by the Company and
the Index Warrant Agent, the Interest Rate Warrant Agreement (the "Interest
Rate Warrant Agreement"), between the Company and a bank or trust company, as
Interest Rate Warrant Agent (the "Interest Rate Warrant Agent"), has been duly
executed and delivered by the Company and the Interest Rate Warrant Agent, all
actions specified in the Debt Warrant Agreement, Currency Warrant Agreement,
Index Warrant
3
<PAGE> 4
Agreement and Interest Rate Warrant Agreement, as applicable, for the
establishment of each Warrant, and of the terms of each Warrant, have been
taken, the Warrants have been duly executed and delivered by the Company,
authenticated by the Debt Warrant Agent, Currency Warrant Agent, Index Warrant
Agent or Interest Rate Warrant Agent, as applicable, and issued for value, such
Warrants will be valid and binding obligations of the Company.
The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the enforcement of creditors rights generally and (ii)
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law). Such opinions, insofar as they
relate to enforcement of any Debt Security or Warrant that is denominated in
other than United States dollars, are also subject to the provisions of
applicable law which may require that a claim (or foreign currency judgement is
respect of such claim) be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to such applicable law. I
have further assumed with respect to enforcement that, when fixed, the terms of
the Warrants will comply with all applicable provisions of the Commodity
Exchange Act, or will be exempt from the provisions of such act.
I am admitted to the Bar of the State of New York and express no opinion as
to the law of any jurisdiction other than the law of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Opinion" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Robert B. Adams
4
<PAGE> 1
EXHIBIT 12.1
<TABLE>
<CAPTION>
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
The Chase Manhattan Corporation and Subsidiaries
Six Months Ended Year Ended
June 30, December 31,
- ---------------------------------------------------------------------------------------------------------------------------------
($ in millions) 1994 1993 1993 1992 1991 1990 1989
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS:
Net Income (Loss) $ 671 $ 386 $ 966 $ 639 $ 520 $ (334) $ (665)
Less: Cumulative Effect of Change in
Accounting Principle* - 500 500 - - - -
- ---------------------------------------------------------------------------------------------------------------------------------
Net Income(Loss) Before Cumulative Effect
of Change in Accounting Principle $ 671 $ (114) $ 466 $ 639 $ 520 $ (334) $ (665)
Less: Equity in Undistributed Income
(Loss) of Unconsolidated
Subsidiaries and Associated
Companies 5 7 36 11 (32) (40) (20)
Income Taxes (Benefits) 412 (40) 265 186 124 203 196
Fixed Charges, Excluding Interest
on Deposits 1,374 1,282 2,670 2,277 1,988 3,190 3,938
- ---------------------------------------------------------------------------------------------------------------------------------
Total Earnings, Excluding
Interest on Deposits, as Adjusted 2,452 1,121 3,365 3,091 2,664 3,099 3,489
Interest on Deposits 1,178 1,032 2,014 2,935 4,374 5,273 5,080
- ---------------------------------------------------------------------------------------------------------------------------------
Total Earnings, Including
Interest on Deposits, as Adjusted $ 3,630 $ 2,153 $ 5,379 $ 6,026 $ 7,038 $ 8,372 $ 8,569
- ---------------------------------------------------------------------------------------------------------------------------------
FIXED CHARGES:
Interest Expense and Amortization
of Debt Discount and Issuance
Costs, Excluding Interest on
Deposits $ 1,339 $ 1,245 $ 2,591 $ 2,205 $ 1,920 $ 3,115 $ 3,860
One-Third of Net Rental Expense 35 37 79 72 68 75 78
- ---------------------------------------------------------------------------------------------------------------------------------
Total Fixed Charges for Ratio, Excluding
Interest on Deposits 1,374 1,282 2,670 2,277 1,988 3,190 3,938
Interest on Deposits 1,178 1,032 2,014 2,935 4,374 5,273 5,080
- ---------------------------------------------------------------------------------------------------------------------------------
Total Fixed Charges for Ratio, Including
Interest on Deposits $ 2,552 $ 2,314 $ 4,684 $ 5,212 $ 6,362 $ 8,463 $ 9,018
- ---------------------------------------------------------------------------------------------------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES:
Excluding Interest on Deposits 1.8X ** 1.3X 1.4X 1.3X ** **
Including Interest on Deposits 1.4X ** 1.1X 1.2X 1.1X ** **
<FN>
* Represents the cumulative effect of change in accounting principle relating
to the adoption of SFAS 109 ("Accounting for Income Taxes") in the first
quarter of 1993.
** For the six months ended June 30, 1993 and the years ended December 31, 1990
and 1989, earnings did not cover fixed charges by $161 million, $91 million
and $449 million, respectively, primarily as a result of large additions to
the Reserve for Possible Credit Losses and special charges.
For purposes of computing the consolidated ratios, earnings represent net
income (loss) plus applicable income taxes and fixed charges, less cumulative
effect of change in accounting principle (for the first six months of 1993 and
the year ended December 31, 1993) and equity in undistributed earnings (losses)
of unconsolidated subsidiaries and associated companies. Fixed charges
represent interest expense (exclusive of interest on deposits in one case and
inclusive of such interest in the other), amortization of debt discount and
issuance costs and one-third (the amount deemed to represent an interest
factor) of net rental expense under all lease commitments.
</FN>
</TABLE>
<PAGE> 1
EXHIBIT 12.2
<TABLE>
<CAPTION>
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
The Chase Manhattan Corporation (Consolidated)
Six Months Ended Year Ended
June 30, December 31,
- ---------------------------------------------------------------------------------------------------------------------------------
($ in millions) 1994 1993 1993 1992 1991 1990 1989
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS:
Net Income (Loss)
Applicable to Common Stock $ 606 $ 313 $ 826 $ 515 $ 420 $ (417) $ (743)
Less: Cumulative Effect of Change in
Accounting Principle* - 500 500 - - - -
- ---------------------------------------------------------------------------------------------------------------------------------
Net Income (Loss) Applicable to Common
Stock Before Cumulative Effect
of Change in Accounting Principle $ 606 $ (187) $ 326 $ 515 $ 420 $ (417) $ (743)
Less: Equity in Undistributed Income
(Loss) of Unconsolidated
Subsidiaries and Associated
Companies 5 7 36 11 (32) (40) (20)
Income Taxes (Benefits) 412 (40) 265 186 124 203 196
Fixed Charges, Excluding Interest on
Deposits 1,439 1,355 2,810 2,401 2,088 3,273 4,016
- ---------------------------------------------------------------------------------------------------------------------------------
Total Earnings, Excluding
Interest on Deposits, As Adjusted 2,452 1,121 3,365 3,091 2,664 3,099 3,489
Interest on Deposits 1,178 1,032 2,014 2,935 4,374 5,273 5,080
- ---------------------------------------------------------------------------------------------------------------------------------
Total Earnings, Including
Interest on Deposits, As Adjusted $3,630 $2,153 $5,379 $6,026 $7,038 $ 8,372 $ 8,569
- ---------------------------------------------------------------------------------------------------------------------------------
FIXED CHARGES AND PREFERRED
STOCK DIVIDEND REQUIREMENTS:
Interest Expense and Amortization of
Debt Discount and Issuance Costs,
Excluding Interest on Deposits $1,339 $1,245 $2,591 $2,205 $1,920 $ 3,115 $ 3,860
Preferred Stock Dividend Requirements
(Pre-Tax Equivalent) 105 123 239 209 168 140 131
One-Third of Net Rental Expense 35 37 79 72 68 75 78
- ---------------------------------------------------------------------------------------------------------------------------------
Total Fixed Charges and Preferred
Stock Dividend Requirements,
Excluding Interest on Deposits 1,479 1,405 2,909 2,486 2,156 3,330 4,069
Interest on Deposits 1,178 1,032 2,014 2,935 4,374 5,273 5,080
- ---------------------------------------------------------------------------------------------------------------------------------
Total Fixed Charges and Preferred
Stock Dividend Requirements,
Including Interest on Deposits $2,657 $2,437 $4,923 $5,421 $6,530 $ 8,603 $ 9,149
- ---------------------------------------------------------------------------------------------------------------------------------
RATIO OF EARNINGS TO FIXED CHARGES:
AND PREFERRED STOCK DIVIDEND REQUIREMENTS:
Excluding Interest on Deposits 1.7X ** 1.2X 1.2X 1.2X ** **
Including Interest on Deposits 1.4X ** 1.1X 1.1X 1.1X ** **
<FN>
* Represents the cumulative effect of change in accounting principle relating
to the adoption of SFAS 109 ("Accounting for Income Taxes") in the first
quarter of 1993.
** For the six months ended June 30, 1993 and the years ended December 31, 1990
and 1989, earnings did not cover fixed charges and preferred stock dividend
requirements by $284 million, $231 million and $580 million, respectively,
primarily as a result of large additions to the Reserve for Possible Credit
Losses and special charges.
For purposes of computing the consolidated ratios, earnings represent net
income (loss) applicable to common stock plus applicable income taxes, fixed
charges and preferred stock dividend requirements, less cumulative effect of
change in accounting principle (for the first six months of 1993 and the year
ended December 31, 1993) and equity in undistributed earnings (losses) of
unconsolidated subsidiaries and associated companies. Fixed charges and
preferred stock dividend requirements represent interest expense (exclusive of
interest on deposits in one case and inclusive of such interest in the other),
amortization of debt discount and issuance costs, one-third (the amount deemed
to represent an interest factor) of net rent expense under all lease
commitments and dividend requirements on the outstanding preferred stock.
</FN>
</TABLE>
<PAGE> 1
EXHIBIT 25.1
- -----------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ___________
------------------------------
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification n.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
---------------------------------
THE CHASE MANHATTAN CORPORATION
(Exact name of obligor as specified in the charter)
DELAWARE 13-2633613
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
1 CHASE MANHATTAN PLAZA
NEW YORK, NY 10081
(Address of principal executive offices) (Zip Code)
------------------------------
SENIOR DEBT SECURITIES & WARRANTS
(Title of the indenture securities)
- -----------------------------------------------------------------------------
<PAGE> 2
-2-
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
NAME ADDRESS
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each
such affiliation.
None.
ITEM 3. -15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers
Trust Company dated August 7, 1990 and
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated
March 28, 1994 - Incorporated herein by
reference to Exhibit 1 filed with Form 1
Statement, Registration No. 33-79862..
EXHIBIT 2 - Certificate of Authority to commence business
- Incorporated herein by reference to Exhibit
2 filed with Form T-1 Statement, Registration
No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein
by reference to Exhibit 2 filed with Form T-1
Statement, Registration No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company,
dated as amended on September 21, 1993. -
Incorporated herein by reference to Exhibit 4
filed with Form T-1 Statement, Registration
No. 33-52359.
<PAGE> 3
-3-
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated
herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No.
22-18864.
EXHIBIT 7 - A copy of the latest report of condition of
Bankers Trust Company dated as of June 30,
1994 - Attached
EXHIBIT 8 - Not Applicable
EXHIBIT 9 - Not Applicable
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Bankers Trust Company, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of New York, and State of New York, on the 29th day of August, 1994.
BANKERS TRUST COMPANY
By: Susan Johnson
---------------------------
Susan Johnson
Assistant Vice President
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Page RC-1
City, State ZIP: New York, NY 10006
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks June 30, 1994
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
-----------------
| C400 |
-------------------------------------------
Dollar Amounts in Thousands| RCFD Bil Mil Thou |
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS | / / / / / / / / / / / / / / / / / / |
1. Cash and balances due from depository institutions (from Schedule RC-A): | / / / / / / / / / / / / / / / / / / |
a. Noninterest-bearing balances and currency and coin(1) ................ | 0081 2,650,000 |1.a.
b. Interest-bearing balances(2) ......................................... | 0071 2,075,000 |1.b.
2. Securities: | / / / / / / / / / / / / / / / / / / |
a. Held-to-maturity securities (from Schedule RC-B, column A) ........... | 1754 0 |2.a.
b. Available-for-sale securities (from Schedule RC-B, column D).......... | 1773 4,364,000 |2.b.
3 Federal funds sold and securities purchased under agreements to resell in | / / / / / / / / / / / / / / / / / / |
domestic offices of the bank and of its Edge and Agreement subsidiaries, | / / / / / / / / / / / / / / / / / / |
and in IBFs: | / / / / / / / / / / / / / / / / / / |
a. Federal funds sold ................................................... | 0276 4,286,000 |3.a.
b. Securities purchased under agreements to resell ...................... | 0277 617,000 |3.b.
4. Loans and lease financing receivables: | / / / / / / / / / / / / / / / / / / |
a. Loans and leases, net of unearned income | / / / / / / / / / / / / / / / / / / |
(from Schedule RC-C) RCFD 2122 16,088,000 | / / / / / / / / / / / / / / / / / / |4.a.
b. LESS: Allowance for loan | / / / / / / / / / / / / / / / / / / |
and lease losses...............................RCFD 3123 1,264,000 | / / / / / / / / / / / / / / / / / / |4.b.
c. LESS: Allocated transfer risk reserve .......RCFD 3128 0 | / / / / / / / / / / / / / / / / / / |4.c.
d. Loans and leases, net of unearned income, | / / / / / / / / / / / / / / / / / / |
allowance, and reserve (item 4.a minus 4.b and 4.c) .................. | 2125 14,824,000 |4.d.
5. Assets held in trading accounts ........................................... | 3545 37,240,000 |5.
6. Premises and fixed assets (including capitalized leases) .................. | 2145 727,000 |6.
7. Other real estate owned (from Schedule RC-M) .............................. | 2150 277,000 |7.
8. Investments in unconsolidated subsidiaries and associated companies (from | / / / / / / / / / / / / / / / / / / |
Schedule RC-M) | 2130 184,000 |8.
9. Customers' liability to this bank on acceptances outstanding .............. | 2155 401,000 |9.
10. Intangible assets (from Schedule RC-M) .................................... | 2143 10,000 |10.
11. Other assets (from Schedule RC-F) ......................................... | 2160 9,251,000 |11.
12. Total assets (sum of items 1 through 11) .................................. | 2170 76,906,000 |12.
------------------------------------------
</TABLE>
- --------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Page RC-2
City, State Zip: New York, NY 10006
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
<TABLE>
<CAPTION>
Schedule RC--Continued -----------------------------------------
Dollar Amounts in Thousands| / / / / / / / Bil Mil Thou |
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LIABILITIES | / / / / / / / / / / / / / / / / / / / |
13. Deposits: | / / / / / / / / / / / / / / / / / / / |
a. In domestic offices (sum of totals of columns A and C from Schedule | / / / / / / / / / / / / / / / / / / / |
RC-E, part I) | RCON 2200 7,980,000 |13.a.
(1) Noninterest-bearing(1) ...........RCON 6631 3,321,000.... | / / / / / / / / / / / / / / / / / / / |13.a.(1)
(2) Interest-bearing ..................RCON 6636 4,659,000.... | / / / / / / / / / / / / / / / / / / / |13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from | / / / / / / / / / / / / / / / / / / / |
Schedule RC-E part II) | / / / / / / / / / / / / / / / / / / / |
| RCFN 2200 14,303,000 |13.b.
(1) Noninterest-bearing ..............RCFN 6631 631,000.... | / / / / / / / / / / / / / / / / / / / |13.b.(1)
(2) Interest-bearing .................RCFN 6636 13,672,000.... | / / / / / / / / / / / / / / / / / / / |13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase | / / / / / / / / / / / / / / / / / / / |
in domestic offices of the bank and of its Edge and Agreement subsidiaries, | / / / / / / / / / / / / / / / / / / / |
and in IBFs: | / / / / / / / / / / / / / / / / / / / |
a. Federal funds purchased ............................................... | RCFD 0278 6,820,000 |14.a.
b. Securities sold under agreements to repurchase ........................ | RCFD 0279 839,000 |14.b.
15. a. Demand notes issued to the U.S. Treasury .............................. | RCON 2840 0 |15.a.
b. Trading liabilities ................................................... | RCFD 3548 23,272,000 |15.b.
16. Other borrowed money: | / / / / / / / / / / / / / / / / / / / |
a. With original maturity of one year or less ............................ | RCFD 2332 8,463,000 |16.a.
b. With original maturity of more than one year .......................... | RCFD 2333 1,261,000 |16.b.
17. Mortgage indebtedness and obligations under capitalized leases ............. | RCFD 2910 11,000 |17.
18. Bank's liability on acceptances executed and outstanding ................... | RCFD 2920 401,000 |18.
19. Subordinated notes and debentures .......................................... | RCFD 3200 1,283,000 |19.
20. Other liabilities (from Schedule RC-G) ..................................... | RCFD 2930 8,057,000 |20.
21. Total liabilities (sum of items 13 through 20) ............................. | RCFD 2948 72,690,000 |21.
| / / / / / / / / / / / / / / / / / / / |
22. Limited-life preferred stock and related surplus ........................... | RCFD 3282 0 |22.
EQUITY CAPITAL | / / / / / / / / / / / / / / / / / / / |
23. Perpetual preferred stock and related surplus .............................. | RCFD 3838 250,000 |23.
24. Common stock ............................................................... | RCFD 3230 852,000 |24.
25. Surplus (exclude all surplus related to preferred stock) ................... | RCFD 3839 498,000 |25.
26. a. Undivided profits and capital reserves ................................ | RCFD 3632 2,905,000 |26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities. | RCFD 8434 42,000 |26.b.
27. Cumulative foreign currency translation adjustments ........................ | RCFD 3284 (331,000) |27.
28. Total equity capital (sum of items 23 through 27) .......................... | RCFD 3210 4,216,000 |28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of | / / / / / / / / / / / / / / / / / / / |
items 21, 22, and 28) ...................................................... | RCFD 3300 76,906,000 |29.
-----------------------------------------
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below
that best describes the most comprehensive level of auditing work
performed for the bank by independent external auditors as of any
date during 1993 .................................................
<TABLE>
<CAPTION>
Number
-----------------------
| RCFD 6724 N/A | M.1
--------------
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
- ----------------------
(1) Including total demand deposits and noninterest-bearing time and
savings deposits.
<PAGE> 1
EXHIBIT 25.2
--------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
--------------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
--------------------------------------------------
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------------
The Chase Manhattan Corporation
(Exact name of obligor as specified in its charter)
Delaware 13-2633613
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1 Chase Manhattan Plaza
New York, New York 10081
(Address of principal executive offices) (Zip Code)
--------------------------------------------------
Subordinated Debt Securities
(Title of the indenture securities)
--------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551 and Federal Reserve Bank of New
York, District No. 2, 33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.,
20429.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in
connection with Registration Statement No. 33-50010, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement No. 33-46892, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chemical Bank, a corporation organized and existing under the laws of
the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 29th day of AUGUST, 1994.
CHEMICAL BANK
By /s/ P. J. GILKESON
P. J. Gilkeson
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1994, published in accordance with a call
made by the Federal Reserve Bank of this District pursuant to the provisions of
the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................... $ 5,741
Interest-bearing balances ................................... 3,768
Securities
Held to maturity securities ........................................ 7,503
Available for sale securities ...................................... 15,662
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .......................................... 2,514
Securities purchased under agreements to resell ............. 995
Loans and lease financing receivables:
Loans and leases, net of unearned income .................... $ 61,140
Less: Allowance for loan and lease losses ................... 2,315
Less: Allocated transfer risk reserve ....................... 115
--------
Loans and leases, net of unearned income,
allowance, and reserve ...................................... 58,710
Assets held in trading accounts .................................... 26,249
Premises and fixed assets (including capitalized
leases) ..................................................... 1,310
Other real estate owned ............................................ 642
Investments in unconsolidated subsidiaries and
associated companies ........................................ 120
Customer's liability to this bank on acceptance
outstanding ................................................. 1,093
Intangible assets .................................................. 549
Other assets ....................................................... 7,807
--------
TOTAL ASSETS ....................................................... $132,663
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<S> <C>
LIABILITIES
Deposits
In domestic offices ......................................... $ 49,180
Noninterest-bearing ......................................... $ 16,896
Interest-bearing ............................................ 32,284
---------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ................................................... 25,612
Noninterest-bearing ......................................... $ 128
Interest-bearing ............................................ 25,484
---------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ..................................... 10,710
Securities sold under agreements to repurchase .............. 1,789
Demand notes issued to the U.S. Treasury ........................... 1,493
Trading liabilities ................................................ 14,745
Other Borrowed money:
with original maturity of one year or less .................. 6,331
with original maturity of more than one year ................ 1,031
Mortgage indebtedness and obligations under capitalized
leases ...................................................... 21
Bank's liability on acceptances executed and outstanding ........... 1,096
Subordinated notes and debentures .................................. 3,500
Other liabilities .................................................. 9,562
TOTAL LIABILITIES .................................................. 125,070
---------
EQUITY CAPITAL
Common stock ....................................................... 620
Surplus ............................................................ 4,501
Undivided profits and capital reserves ............................. 2,684
Less: Net unrealized loss on marketable equity
securities ............................................... (210)
Cumulative foreign currency translation adjustments ................ (2)
TOTAL EQUITY CAPITAL ............................................... 7,593
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ........................................... $ 132,663
=========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition is true and correct to the best of
my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER ) DIRECTORS
WILLIAM B. HARRISON )
- 5 -
