<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 17, 1999
U.S. BANCORP
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(Exact name of registrant as specified in its charter)
Delaware 1-6880 41-0255900
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
601 Second Avenue South, Minneapolis, Minnesota 55402-4302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 973-1111
N/A
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(Former name or former address, if changed since last report)
Page 1 of 5 Pages
Exhibit Index on Page 5
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Item 5. Other Events.
U.S. Bancorp (the "Company") has entered into Distribution Agreements
with each of Morgan Stanley & Co. Incorporated, U.S. Bancorp Piper Jaffray Inc.,
Barclays Capital Inc., Chase Securities Inc., Dain Rauscher Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation, Goldman, Sachs & Co., J.P.
Morgan Securities Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Smith Barney Inc. for the public offering of up
to $1,800,000,000 aggregate principal amount of its Medium-Term Notes, Series L
(Senior) (the "Series L Notes") to be issued pursuant to the Indenture dated as
of October 1, 1991 (the "Senior Note Indenture") between the Company and
Citibank, N.A., as Senior Note Trustee, and the Officers' Certificate and
Company Order dated December 17, 1999, pursuant to Sections 201, 301 and 303 of
the Senior Note Indenture and/or, its Medium-Term Notes, Series M (the "Series M
Notes" and, together with the Series L Notes, the "Notes") to be issued pursuant
to the Indenture dated as of October 1, 1991, as amended by a First Supplemental
Indenture dated as of April 1, 1993 (as so amended, the "Subordinated Note
Indenture") between the Company and Citibank, N.A., as Subordinated Note
Trustee, and the Officers' Certificate and Company Order dated December 17,
1999, pursuant to Sections 201, 301 and 303 of the Subordinated Note Indenture.
The Notes have been registered under the Securities Act of 1933, as amended, by
a registration statement on Form S-3, File No. 333-83643.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1.1 Form of Distribution Agreement between the Company
and each of Morgan Stanley & Co. Incorporated, U.S.
Bancorp Piper Jaffray Inc., Barclays Capital Inc.,
Chase Securities Inc., Dain Rauscher Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation,
Goldman, Sachs & Co., J.P. Morgan Securities Inc.,
Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Salomon Smith Barney Inc., as
Agents.
4.1 Officers' Certificate and Company Order dated
December 17, 1999, pursuant to Sections 201, 301 and
303 of the Senior Note Indenture (excluding exhibits
thereto).
4.2 Officers' Certificate and Company Order dated
December 17, 1999, pursuant to Sections 201, 301 and
303 of the Subordinated Note Indenture (excluding
exhibits thereto).
Page 2 of 5 Pages
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4.3 Specimens of Notes:
(a) Series L Fixed Rate Note;
(b) Series L Floating Rate Note;
(c) Series L Original Issue Discount Zero Coupon
Note;
(d) Series L Original Issue Discount Fixed Rate
Note;
(e) Series M Fixed Rate Note;
(f) Series M Floating Rate Note;
(g) Series M Original Issue Discount Zero Coupon
Note;
(h) Series M Original Issue Discount Fixed Rate Note.
Page 3 of 5 Pages
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: December 17, 1999
U.S. BANCORP
By: /s/ Terrance R. Dolan
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Senior Vice President and Controller
Page 4 of 5 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
(c) Exhibits Page No.
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<S> <C>
1.1 Form of Distribution Agreement between the Company and each of Morgan
Stanley & Co. Incorporated, U.S. Bancorp Piper Jaffray Inc., Barclays Capital
Inc., Chase Securities Inc., Dain Rauscher Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Salomon Smith Barney Inc., as Agents.
4.1 Officers' Certificate and Company Order dated December 17,
1999, pursuant to Sections 201, 301 and 303 of the Senior Note
Indenture (excluding exhibits thereto).
4.2 Officers' Certificate and Company Order dated December 17,
1999, pursuant to Sections 201, 301 and 303 of the
Subordinated Note Indenture (excluding exhibits thereto).
4.3 Specimens of Notes:
(a) Series L Fixed Rate Note..................................................
(b) Series L Floating Rate Note...............................................
(c) Series L Original Issue Discount Zero Coupon Note.........................
(d) Series L Original Issue Discount Fixed Rate Note..........................
(e) Series M Fixed Rate Note..................................................
(f) Series M Floating Rate Note...............................................
(g) Series M Original Issue Discount Zero Coupon Note.........................
(h) Series M Original Issue Discount Fixed Rate Note..........................
</TABLE>
<PAGE>
$1,800,000,000
U.S. Bancorp
(a Delaware corporation)
Medium Term Notes, Series L (Senior)
Medium Term Notes, Series M (Subordinated)
DISTRIBUTION AGREEMENT
December 17, 1999
Ladies and Gentlemen:
U.S. Bancorp, a Delaware corporation (the "Company"), confirms its
agreement with you (you and each other person executing a Distribution Agreement
substantially similar to this Agreement (including the Commission Schedule
attached hereto as Schedule A) being hereinafter referred to as an "Agent") with
respect to the issue and sale by the Company of up to $1,800,000,000 aggregate
principal amount or its equivalent in foreign currencies or currency units of
Medium-Term Notes, Series L (Senior) (the "Senior Notes") and Medium Term Notes,
Series M (Subordinated) (the "Subordinated Notes") due nine (9) months or more
from date of issue (the "Securities"). The Senior Notes are to be issued
pursuant to an Indenture dated as of October 1, 1991 (the "Senior Note
Indenture") between the Company and Citibank, N.A., as trustee (the "Senior Note
Trustee"), and the Subordinated Notes are to be issued pursuant to an Indenture
dated as of October 1, 1991, as amended by a First Supplemental Indenture dated
as of April 1, 1993 (as so amended, the "Subordinated Note Indenture") between
the Company and Citibank, N.A., as trustee (the "Subordinated Trustee"). The
Senior Note Indenture and the Subordinated Note Indenture, together with any
Officers' Certificates establishing the terms of the Securities and any
applicable Authentication Certificate Supplemental to the Officers'
Certificates, facsimile transmission or supplemental indentures, are
collectively referred to herein as the "Indentures." It is understood that the
Company may from time to time authorize the issuance of additional Securities
and that such additional Securities may be sold through or to the Agents
pursuant to the terms of this Agreement, as though the issuance of such
Securities were authorized as of the date hereof.
Subject to the terms and conditions stated herein, the Company hereby
(i) appoints you as an agent of the Company for the purpose of soliciting
purchases of the Securities from the Company by others and (ii) agrees that
whenever the Company determines to sell Securities directly to you as principal
for resale to others, it may enter into a Terms Agreement relating to such sale
in accordance with the provisions of Section 2(c) hereof.
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The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-83643) 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 "1933 Act"). Such
registration statement has been declared effective by the Commission, and the
Indentures have been qualified under the Trust Indenture Act of 1939, as amended
(the "1939 Act"). Such registration statement and the prospectus and any
amendments or supplements thereto relating to the Securities 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, as amended (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 you as of the date 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 time
the Registration Statement and each part thereof became effective,
complied, and as of the applicable Representation Date will comply, in
all material respects with the requirements of the 1933 Act, the rules
and regulations thereunder (the "Regulations") and the 1939 Act. The
Registration Statement at the time the Registration Statement and each
part thereof 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 time 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 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 relating to you furnished to the Company in writing by you
expressly for use in the Registration Statement or Prospectus or to
that part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification under the 1939 Act (Form
T-1) of the 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, and as
of the applicable Representation Date, 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.
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(iii) The accountants who audited the December 31, 1998 and
reviewed the March 31, June 30, and September 30, 1999 financial
statements included or incorporated by reference in the Prospectus are
independent public accountants as required by the 1933 Act and the
Regulations.
(iv) The financial statements of the Company and its
consolidated subsidiaries included or incorporated by reference in the
Prospectus present fairly the financial position of the Company and its
consolidated subsidiaries as at the dates indicated and the results of
their operations for the periods specified; except as stated therein,
said financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis.
(v) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise stated therein or contemplated thereby, (A) there has been no
material adverse change in the condition, financial or otherwise, of
the Company and its subsidiaries considered as one enterprise or in the
earnings, affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in
the ordinary course of business, and (B) there have been no material
transactions entered into by the Company, or any of its subsidiaries
other than those in the ordinary course of business.
(vi) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware with corporate power and authority to own, lease and
operate its properties and conduct its business as described in the
Registration Statement; and the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which its ownership or lease of substantial properties
or the conduct of its business requires such qualification.
(vii) U.S. Bank National Association, the Company's principal
subsidiary bank, has been duly incorporated and is validly existing as
a national banking association in good standing under the laws of the
United States and has corporate power and authority to own, lease and
operate its properties and conduct its business as described in the
Registration Statement; all of the issued and outstanding capital stock
of such bank has been duly authorized and validly issued and is fully
paid and, except as provided in 12 U.S.C. Section 55, non-assessable;
and 100% of the capital stock of U.S. Bank National Association, other
than any director's qualifying shares, is owned by the Company,
directly or through subsidiaries, free and clear of any mortgage,
pledge, lien, encumbrance, claim or equity.
(viii) The authorized, issued and outstanding capital stock of
the Company is as set forth in the Prospectus and the shares of issued
and outstanding Common Stock set forth thereunder have been duly
authorized and validly issued and are fully paid and non-assessable.
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(ix) Neither the Company nor any of its subsidiaries is in
violation of its charter or in default in the performance or observance
of any material obligation, agreement, covenant or condition contained
in any contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which it is a party or by which it or any of them
or their properties may be bound; and the execution and delivery of
this Agreement, the Securities, the Indentures, each applicable Delayed
Delivery Contract (as defined in Section 2(b)) and each applicable
Terms Agreement, if any, and the consummation of the transactions
contemplated herein and therein have been duly authorized by all
necessary corporate action and will not conflict with or constitute a
breach of, or default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the
Company or any of its subsidiaries pursuant to any contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which the
Company or any of its subsidiaries is a party or by which it or any of
them may be bound or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will such action
result in any violation of the provisions of the charter or by-laws of
the Company or any law, administrative regulation or administrative or
court order or decree; and no consent, approval, authorization, order
or decree of any court or governmental agency or body is required for
the consummation by the Company of the transactions contemplated by
this Agreement, except such as may be required under the 1933 Act, the
1939 Act or the Regulations, all of which have been obtained, or such
as may be required under state securities or Blue Sky laws in
connection with the purchase and distribution of the Securities by the
Agents.
(x) The Company and its subsidiaries own or possess or have
obtained all material governmental licenses, permits, consents, orders,
approvals and other authorizations necessary to lease or own, as the
case may be, and to operate their respective properties and to carry on
their respective businesses as presently conducted.
(xi) The Company and its subsidiaries own or possess adequate
trademarks, service marks and trade names necessary to conduct the
business now operated by them, and neither the Company nor any of its
subsidiaries has received any notice of infringement of or conflict
with asserted rights of others with respect to any trademarks, service
marks or trade names which, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would materially
adversely affect the conduct of the business, operations, financial
condition or income of the Company and its subsidiaries considered as
one enterprise.
(xii) There is no action, suit or proceeding before or by any
court or governmental agency or body, domestic or foreign, now pending,
or, to the knowledge of the Company, threatened against or affecting,
the Company or any of its subsidiaries, which might result in any
material adverse change in the condition, financial or otherwise, of
the Company and its subsidiaries considered as one enterprise, or in
the business prospects of the Company and its subsidiaries considered
as one enterprise, or might materially and adversely affect the
properties or assets thereof or might materially and adversely affect
the consummation of this Agreement and the consummation of the
transactions contemplated hereby; and there are no material contracts
or documents of the
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Company or any of its subsidiaries which are required to be filed as
exhibits to the Registration Statement by the 1933 Act or by the
Regulations which have not been so filed.
(xiii) The Securities have been duly authorized for issuance
and sale pursuant to this Agreement and, when issued, authenticated and
delivered pursuant to the provisions of this Agreement and of the
Indentures against payment of the consideration therefor specified
herein, the Securities will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms,
except as (i) enforceability thereof may be limited by bankruptcy,
insolvency, or other laws relating to or affecting creditors' rights
generally and (ii) rights of acceleration and the availability of
equitable remedies may be limited by equitable principles of general
applicability, and will be entitled to the benefits provided by the
Indentures, which are substantially in the form heretofore delivered to
you; and the Securities and the Indentures conform in all material
respects to all statements relating thereto contained in the
Registration Statement.
(xiv) No labor dispute with the employees of the Company or
any of its subsidiaries exists or, to the knowledge of the Company, is
imminent.
(xv) Each of this Agreement and any applicable Terms Agreement
has been duly authorized, executed and delivered by the Company.
(xvi) The Indentures have been duly qualified under the 1939
Act and have been duly authorized, executed and delivered by the
Company and are the valid and binding agreements of the Company,
enforceable in accordance with their terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) rights of
acceleration and the availability of equitable remedies may be limited
by equitable principles of general applicability.
(b) Any certificate signed by any officer of the Company and delivered
to you or to your counsel in connection with an offering of Securities shall be
deemed a representation and warranty by the Company to you as to the matters
covered thereby.
SECTION 2. Solicitations as Agent; Purchases as Principal.
(a) Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein set
forth, you agree to use your reasonable efforts, as agent for the Company, to
solicit offers to purchase the Securities upon the terms and conditions set
forth in the Prospectus.
The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Securities commencing at any time for any
period of time or permanently. Upon receipt of instructions from the Company,
you will forthwith suspend solicitation of purchases from the Company until
advised by the Company that such solicitation may be resumed.
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The Company agrees to pay you a commission, in the form of a discount,
equal to the percentage of the principal amount (in the case of Original Issue
Discount Securities, the principal amount payable at the stated maturity
thereof) of each Security sold by the Company as a result of a solicitation made
or offer to purchase received by you, as agent for the Company, as set forth in
Schedule A hereto.
You, in your capacity as agent for the Company, are authorized to
solicit orders for the Securities with terms specified to you from time to time
by the Company. You shall communicate to the Company, orally or in writing, each
offer to purchase Securities received by you as agent that in your judgment
should be considered by the Company. 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. You shall have the right to reject any offer to purchase the
Securities received by you in whole or in part, and any such rejection shall not
be deemed a breach of its agreement contained herein.
(b) Delayed Delivery Contracts. The Company authorizes you to solicit
offers to purchase Securities pursuant to delayed delivery contracts (the
"Contract Securities") substantially in the form of Exhibit A attached hereto
("Delayed Delivery Contracts") with such changes therein as the Company may
approve. Delayed Delivery Contracts are to be entered into only 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 you 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 by you. The Company will make Delayed Delivery Contracts in
all cases where sales of Contract Securities arranged by you have been approved
by the Company. You will not have any responsibility in respect of the validity
or the performance of Delayed Delivery Contracts.
(c) Purchases as Principal. Each sale of Securities to you as principal
shall be made in accordance with the terms of this Agreement and (unless the
Company and you shall otherwise agree) a separate agreement which will provide
for the sale of such Securities to, and the purchase and reoffering thereof by,
you. Each such separate agreement (which shall be substantially in the form of
Exhibit B hereto and which may take the form of an exchange of any oral
agreement confirmed in writing or any standard form of written telecommunication
between you and the Company) is herein referred to as a "Terms Agreement". Your
commitment to purchase Securities pursuant to any Terms Agreement or otherwise
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; provided, however, that for purposes of any Terms
Agreement all references in this Agreement to "you" or "the Agents" shall be
deemed to refer only to the Agent or Agents that are a party to such Terms
Agreement. Each Terms Agreement shall specify the principal amount of Securities
to be purchased by you pursuant thereto, the price to be paid to the Company for
such Securities, the initial public offering price, if any, at which the
Securities are proposed to be reoffered, and the time of delivery of and payment
for such Securities and such other provisions as may be mutually agreed upon.
Such Terms Agreement shall also specify any requirements for officer's
certificates, opinions of counsel and letters from Ernst & Young LLP pursuant to
Sections 5 and 6 hereof.
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For each sale of Securities to an Agent as principal that is not made
pursuant to a Terms Agreement, the procedural details relating to the issue and
delivery of such Securities and payment therefor shall be as set forth in the
Procedures (as defined below). For each such sale of Securities to an Agent as
principal that is not made pursuant to a Terms Agreement, the Company agrees to
pay such Agent a commission (or grant an equivalent discount) as provided in
Section 2(a) hereof and as set forth in Schedule A hereto (unless another
discount is agreed upon).
Securities purchased by an Agent as principal may be resold by such
Agent to one or more investors or other purchasers at varying prices related to
prevailing market prices at the time of such resale, as determined by such
Agent. In addition, such Agent may offer the Securities it has purchased as
principal to other dealers.
(d) Procedures; Settlement. Administrative procedures respecting the
sale of Securities shall be agreed upon from time to time by the Agents and the
Company (the "Proce dures"). You and the Company agree to perform on and after
the Closing Time the respective duties and obligations specifically provided to
be performed by each of them herein and in the Procedures. The time of delivery
of and payment for Securities, whether pursuant to a Terms Agreement or other
agreement to purchase Securities as principal or pursuant to another purchaser's
offer to purchase Securities solicited by you in your capacity as agent for the
Company, is hereinafter referred to as the "Settlement Date" for such
Securities.
(e) You agree, with respect to any Security denominated in a currency
other than U.S. dollars, as agent, directly or indirectly, not to solicit offers
to purchase, and as principal under any Terms Agreement or otherwise, directly
or indirectly, not to offer, sell or deliver, such Security in, or to residents
of, the country issuing such currency (or, if such Security is denominated in a
composite currency, in any country issuing a currency comprising a portion of
such composite currency), except as permitted by applicable law.
(f) Delivery. The documents initially required to be delivered by
Section 5 hereof shall be delivered at the offices of Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York on the date hereof, or at such other time
as you and the Company may agree upon in writing (the "Closing Time").
SECTION 3. Covenants of the Company. The Company covenants with you 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 the 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 you to cease the
solicitation of
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offers to purchase the Securities in your capacity as agent for the Company and
to cease sales of any Securities you may then own as principal pursuant to a
Terms Agreement or otherwise, 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 requirements.
(b) On 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 you, confirmed in writing, and shall cause the Prospectus to
be amended or supplemented to include or incorporate by reference summary
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 amounts or as shall be required by the 1933 Act or the
Regulations; provided, however, that if on the date of such release you shall
have suspended solicitation of purchases of the Securities in your 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 purchases of the Securities should be resumed or shall
subsequently enter into a new Terms Agreement with you.
(c) On 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, 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 you shall have suspended solicitation of purchases of
the Securities in your 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 purchases of the
Securities should be resumed or shall subsequently enter into a new Terms
Agreement with you.
(d) The Company will make generally available to its security holders
(as defined in Rule 158) as soon as practicable, but not later than 45 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 effective date of the Registration Statement (as defined in Rule
158) with respect to each sale of Securities.
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(e) The Company will give you notice of its intention to file any
amendment to the Registration Statement or any amendment or supplement to the
Prospectus, whether by the filing of documents pursuant to the 1934 Act, the
1933 Act or otherwise. The Company will furnish you with copies of any such
amendment or supplement or other documents, other than documents filed pursuant
to the 1934 Act, proposed to be filed a reasonable time in advance of filing,
and will furnish you with copies of documents filed pursuant to the 1934 Act
promptly upon the filing thereof.
(f) The Company will notify you immediately (i) of the filing and
effectiveness of any amendment to the Registration Statement, (ii) of the 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, (v) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or
the initiation or threat of initiation of any proceedings for that purpose, or
(vi) of the suspension of qualification of the Securities for offering or sale
in any jurisdiction or the initiation or threat of initiation of any proceedings
for that purpose. The Company will make every reasonable effort to prevent the
issuance of any stop order or suspension of qualification and, if any stop order
or suspension of qualification is issued, to obtain the lifting thereof at the
earliest possible moment.
(g) The Company will deliver to you 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 you may reasonably
request. The Company will furnish to you as many copies of the Prospectus (as
amended or supplemented) as you shall reasonably request so long as you are
required to deliver a Prospectus in connection with sales or solicitations of
offers to purchase the Securities.
(h) The Company will endeavor, in cooperation with you, 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.
(i) The Company, during the period when the Prospectus is required to
be delivered under the 1933 Act, will file promptly all documents required to be
filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
1934 Act.
(j) Between the date of any Terms Agreement which you are a party and
the Settlement Date with respect to such Terms Agreement, the Company will not,
without the prior consent of each Agent that is a party to such Terms Agreement,
offer or sell in the United States,
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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 which
are the subject of such Terms Agreement (other than the Securities), except as
may otherwise be provided in any such Terms Agreement. Between (i) the date the
Company accepts an offer by any Agent to purchase Securities as principal not
pursuant to a Terms Agreement and confirms in writing its agreement to comply
with this paragraph 3(j) with respect to such Securities, and (ii) the
Settlement Date with respect to such Securities, 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 purchased by
such Agent as principal (other than the Securities), except as may otherwise be
provided in the Company's written confirmation to such Agent.
(k) The Company will suspend solicitation of purchases of the
Securities, and will advise the Agents of such suspension, upon receiving notice
from a nationally recognized statistical rating organization of the downgrading
of any rating assigned to any debt securities of the Company or of any intended
or potential downgrading or any review for possible change that does not
indicate the direction of the possible change in such rating.
SECTION 4. Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under this Agreement (whether or
not any sale of Securities is consummated), including: (i) the preparation and
filing of the Registration Statement and Prospectus and all amendments and
supplements thereto, (ii) the preparation, issuance and delivery of the
Securities, (iii) the fees and disbursements of the Company's counsel and
accountants and of the Trustee and its counsel, (iv) the qualification of the
Securities under securities or Blue Sky laws in accordance with the provisions
of Section 3(h), including filing fees and the reasonable fees and disbursements
of counsel in connection therewith and in connection with the preparation of any
Blue Sky Memorandum, any Blue Sky Survey and any Legal Investment Survey, (v)
the printing and delivery to you 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 you
of copies of the Indentures and any Blue Sky Memorandum, Blue Sky Survey and any
Legal Investment Survey, and (vii) any fees charged by rating agencies for the
rating of the Securities.
The Company shall reimburse you for the reasonable fees and
disbursements of your counsel. The Company shall also reimburse you for any
advertising and other out-of-pocket expenses incurred with the prior approval of
the Company.
SECTION 5. Conditions of Obligation. Your obligation to solicit offers
to purchase the Securities in your capacity as agent of the Company and your
obligation to purchase Securities as principal pursuant to any Terms Agreement
or otherwise and the obligations of purchasers to purchase Securities pursuant
to purchase offers solicited by you and accepted by the Company will be 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 (in the case of an Agent's obligation to
solicit offers to purchase Securities, at the time of such
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solicitation, and, in the case of an Agent's or any other purchaser's obligation
to purchase Securities, at the time the Company accepts the offer to purchase
such Securities and at the applicable Settlement Date) and (in each case) to the
following additional conditions precedent:
(a) At Closing Time and at each Settlement Date with respect to any
applicable Terms Agreement to which you are a party, if called for by such Terms
Agreement, you shall have received:
(1) The opinion or opinions, dated as of such time, of Dorsey
& Whitney LLP, counsel to the Company, in form and substance
satisfactory to you, 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.
(ii) The Company has corporate power and authority to
own, lease and operate its properties and conduct its business
as described in the Registration Statement.
(iii) U.S. Bank National Association has been duly
organized and is validly existing as a national banking
association in good standing under the laws of the United
States, and has corporate power and authority to own, lease
and operate its properties and conduct its business as
described in the Registration Statement.
(iv) U.S. Bank National Association is duly qualified
to transact business in each jurisdiction in which its
ownership or lease of substantial properties or the conduct of
the business requires such qualification and where the failure
to so qualify would have a material adverse effect on the
Company and its subsidiaries, taken as a whole.
(v) This Agreement (and, if the opinion is being
given pursuant to Section 6(c) hereof on account of the
Company having entered into a Terms Agreement, the applicable
Terms Agreement) and any applicable Delayed Delivery Contract
has been duly authorized, executed and delivered by the
Company.
(vi) The execution and delivery of this Agreement
(and, if the opinion is being given pursuant to Section 6(c)
hereof on account of the Company having entered into a Terms
Agreement, the applicable Terms Agreement), any applicable
Delayed Delivery Contract, the Securities and the Indentures
and the consummation of the transactions contemplated herein
and therein will not (a) conflict with or result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or any subsidiary
pursuant to any contract, indenture, mortgage, loan
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agreement, note, lease or other instrument to which the
Company or any of its subsidiaries is a party or by which it
or any of them may be bound or to which any of the property
or assets of the Company or any of its subsidiaries is
subject and that is material to the Company and its
subsidiaries, taken as a whole, or (b) result in a violation
of any law or administrative regulation or administrative or
court decree of any court or governmental agency, authority
or body or any arbitrator having jurisdiction over the
Company known to such counsel and applicable to the Company
nor will such action result in any violation of the
provisions of the charter or by-laws of the Company.
(vii) Each of the Senior Note Indenture and the
Subordinated Note Indenture has been duly and validly
authorized, executed and delivered by the Company and
(assuming each such Indenture has been duly authorized,
executed and delivered by the Senior Note Trustee or the
Subordinated Note Trustee, as applicable) constitutes a valid
and binding agreement of the Company, enforceable in
accordance with its terms, except as (i) enforceability
thereof may be limited by bankruptcy, insolvency, or other
laws relating to or affecting creditors' rights generally and
(ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general
applicability.
(viii) The Securities have been duly and validly
authorized by all necessary corporate action and, when
executed and authenticated as specified in the applicable
Indenture and delivered against payment of the consideration
therefor in accordance with this Agreement, will constitute
valid and binding obligations of the Company, enforceable in
accordance with their terms, except as (i) enforceability
thereof may be limited by bankruptcy, insolvency, or other
laws relating to or affecting creditors' rights generally and
(ii) rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general
applicability.
(ix) The statements in the Prospectus under the
captions "Description of Debt Securities" and "Plan of
Distribution" and similar captions in the applicable
prospectus supplement, insofar as they purport to summarize
certain provisions of documents specifically referred to
therein, are accurate summaries of such provisions.
(x) The statements in the Prospectus under the
caption "United States Taxation - United States Holders" and
"United States Taxation - Foreign Holders," to the extent that
they constitute matters of law or legal conclusions, have been
reviewed by such counsel and are correct.
(xi) To the best of such counsel's knowledge and
information, there are no contracts, indentures, mortgages,
loan agreements, notes, leases or other instruments required
to be described or referred to in the Registration Statement
or to be filed as exhibits
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thereto other than those described or referred to
therein or filed or incorporated by reference as exhibits
thereto and the descriptions thereof or references thereto
are correct.
(xii) The Indentures are qualified under the 1939 Act.
(xiii) The Registration Statement is 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 under the 1933 Act or
proceedings therefor initiated or threatened by the
Commission.
(xiv) At the time the Registration Statement became
effective, and at the date hereof, the Registration
Statement and the Prospectus and each document incorporated
by reference therein (other than the financial statements,
schedules and other financial and statistical data included
therein and the Statements of Eligibility and Qualification
of the Trustee on Form T-l filed as an exhibit thereto, as
to which no opinion need be rendered) complied as to form in
all material respects with the requirements of the 1933 Act,
the 1934 Act, the 1939 Act and the regulations under each of
those Acts; and such counsel has no reason to believe that
(other than the financial statements, schedules and other
financial and statistical data included therein, as to which
no opinion need be rendered) the Registration Statement and
the Prospectus, at the time the Registration Statement
became effective, or if an amendment to the Registration
Statement or to any document incorporated by reference
therein 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,
and at the date hereof, 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 not misleading or that the
Prospectus, as amended or supplemented at Closing Time or
the Settlement Date, as the case may be, contains an untrue
statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made,
not misleading.
(xv) No consent, approval, authorization, or order of
any court or governmental authority or agency is required in
connection with the sale of the Securities, except such as may
be required under the 1933 Act or the rules and regulations
thereunder, all of which have been obtained, or such as may be
required under state securities laws.
In rendering such opinion, such counsel may rely as to matters of New York law
upon the opinion of counsel to the Agents being delivered pursuant to
subparagraph (3).
(2) The opinion or opinions, dated as of such time, of the
General Counsel of the Company, in form and substance satisfactory to
you, to the effect that:
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[ (i) The Company is duly qualified to do business as
a foreign corporation and is in good standing in each U.S.
jurisdiction in which its ownership or lease of substantial
properties or the conduct of its business requires such
qualification, except where the failure so to qualify would
not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.]
(ii) There are no pending or, to the best of such
counsel's knowledge, overtly threatened lawsuits or claims
against the Company or any subsidiary of the Company which are
required to be disclosed in the documents incorporated by
reference in the Registration Statement that are not disclosed
as required.
(3) The opinion or opinions of your counsel, relating to the
validity of the Securities, the Indentures, this Agreement, such other
matters as the Agent or Agents receiving such opinion may request and
the Registration Statement and the Prospectus. In rendering such
opinion, such counsel may rely as to matters of Minnesota law upon the
opinions of Dorsey & Whitney LLP and the General Counsel of the Company
being delivered pursuant to subparagraphs (1) and (2) respectively.
(b) At Closing Time and at each Settlement Date with respect to any
Terms Agreement to which you are a party, if called for by such Terms Agreement,
you shall have received a certificate of the Chairman, Vice Chairman, President
or a Vice President of the Company, dated as of Closing Time and, if called for
by such Terms Agreement, dated as of the Settlement Date for such transaction,
in each case to the effect (i) that there has been no downgrading, nor any
notice given of any potential or intended downgrading, or of a possible change
that does not indicate the direction of the possible change, in the rating
accorded any of the Company's securities by any nationally recognized
statistical rating organization, (ii) that the representations and warranties of
the Company contained in Section 1 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 with respect to any
Terms Agreement to which you are a party, if called for by such Terms Agreement,
you shall have received from Ernst & Young LLP (or another nationally recognized
firm of independent public accountants), a letter, dated as of the Closing Time
or such Settlement Date, in form and substance satisfactory to you, to the
effect that:
(i) They are independent public accountants with respect to
the Company and its subsidiaries within the meaning of the 1933 Act and
the Regulations.
(ii) In their opinion the consolidated financial statements
and schedules audited by them and included in the Prospectus comply as
to form in all material respects
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with the applicable accounting requirements of the 1933 Act, the 1934
Act and the Regulations.
(iii) They have made a review of any unaudited consolidated
financial statements included in the Prospectus in accordance with
standards established by the American Institute of Certified Public
Accountants.
(iv) On the basis of the review referred to in (iii) and a
reading of the latest available interim financial information of the
Company and its consolidated subsidiaries, inspection of the minute
books of the Company and such subsidiaries since the date of the
balance sheet included in the Company's most recent audited financial
statements, inquiries of officials of the Company responsible for
financial and accounting matters and other specified procedures,
nothing came to their attention that caused them to believe that the
unaudited financial statements included in the Prospectus do not comply
as to form in all material respects with applicable accounting
requirements of the 1933 Act, the 1934 Act and the Regulations or that
the unaudited financial statements included in the Prospectus are not
presented in conformity with generally accepted accounting principles
applied on a basis consistent in all material respects with that of the
audited financial statements included in the Prospectus.
(v) They have performed specified procedures, not constituting
an audit, including a reading of the latest available interim financial
statements of the Company and its consolidated subsidiaries, a reading
of the minute books of the Company and such subsidiaries since the date
of the balance sheet included in the Company's most recent audited
financial statements, inquiries of officials of the Company responsible
for financial and accounting matters and such other inquiries and
procedures as may be specified in such letter, and on the basis of such
inquiries and procedures nothing came to their attention that caused
them to believe that:
(A) at the date of the latest available consolidated
balance sheet read by such accountants, or at a subsequent
specified date not more than five days prior to the date of
delivery of such letter, there was any change in the capital
stock of the Company and its consolidated subsidiaries, any
increase in long-term debt of the Company and its consolidated
subsidiaries or any decreases in consolidated common
shareholders' equity of the Company and its consolidated
subsidiaries, in each case as compared with amounts shown in
the most recent consolidated balance sheet included in the
Prospectus, except in each case for changes, increases or
decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; or
(B) for the period from the date of the latest income
statement included in the Prospectus to the closing date of
the latest available income statement read by such
accountants, there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated
net income, except for decreases which the Prospectus
discloses have occurred or may occur or which are described in
such letter.
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(vi) They have compared certain agreed dollar amounts (or
percentages derived from such dollar amounts) and other financial
information included in the Prospectus (in each case to the extent that
such dollar amounts, percentages and other financial information are
derived from the general accounting records of the Company and its
subsidiaries subject to the internal controls of the Company's
accounting system or are derived directly from such records by analysis
or computation) with the results obtained from inquiries, a reading of
such general accounting records and other proce dures specified in such
letter, and have found such dollar amounts, percentages and other
financial information to be in agreement with such results, except as
otherwise specified in such letter.
All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included in the
Prospectus for purposes of this subsection.
(d) At Closing Time and at each Settlement Date with respect to any
Terms Agreement to which you are a party, if called for by such Terms Agreement,
the 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.
Your obligation to solicit offers to purchase the Securities in your
capacity as Agent for the Company, your obligation to purchase Securities as
principal pursuant to any Terms Agreement or otherwise and the obligations of
purchasers to purchase Securities pursuant to purchase offers solicited by you
and accepted by the Company will be subject to the following further conditions:
(i) there shall not have been, since the date of such Terms Agreement or since
the respective dates as of which information is given in the Registration
Statement and the Prospectus, any material adverse change in the condition,
financial or otherwise, of the Company and its subsidiaries considered as one
enterprise, or in the earnings, affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, other than as set forth in the Prospectus, as
amended or supplemented at the time of such solicitation or at the time such
offer to purchase was made, and (ii) there shall not have occurred any outbreak
or escalation of hostilities or any material change in financial markets or
other calamity or crisis the effect of which is such as to make it, in your
judgment, impracticable or inadvisable to market the Securities or enforce
contracts for the sale of the Securities, and (iii) trading in securities of the
Company shall not have been suspended by the Commission or a national securities
exchange, nor shall trading generally on either the American Stock Exchange or
the New York Stock Exchange have been suspended, or minimum or maximum prices
for trading of securities generally have been fixed, or maximum ranges for
prices for securities (other than trading limits currently in effect and other
similar trading limits) have been required, or trading otherwise materially
limited, by either of said exchanges or by order of the Commission or any other
governmental authority, nor shall a banking moratorium have been declared by
either Federal or New York authorities nor shall a banking moratorium
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have been declared by the relevant authorities in the country or countries of
origin of any foreign currency or currencies in which the Securities are
denominated or payable and (iv) the rating assigned by any nationally recognized
statistical rating organization to any debt securities of the Company as of the
date of the applicable Terms Agreement or the date that the applicable purchase
offer was presented to the Company, as the case may be, shall not have been
downgraded from that date to the applicable Settlement Date nor shall any notice
have been given by any such nationally recognized statistical rating
organization of any intended or potential downgrading or any review for possible
change that does not indicate the direction of the possible change in such
rating, and (v) the Prospectus, at the time it was required to be delivered to a
purchaser of the Securities, shall not have 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, any Terms Agreement to which you are a party and any agreement to
purchase Securities from the Company pursuant to a purchase offer solicited by
you as Agent may be terminated insofar as it applies to you or to a prospective
purchaser, in the case of a solicited purchase offer, 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 agreement 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,
and each sale of Securities to you pursuant to a Terms Agreement to which you
are a party, 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 you 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 will be true and correct at the time of delivery
to the purchaser or his agent, or you, 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 the Securities or a change in the principal amount of
Securities remaining to be sold or similar changes) or there is filed with the
Commission any document incorporated by reference into the Prospectus, or if the
Company sells Securities to you pursuant to a Terms Agreement and such Terms
Agreement so provides, the Company shall, if so requested by you or if so
required by such Terms Agreement, furnish or cause to be furnished to you (or,
if such certificate is being furnished pursuant to a Terms Agreement, to the
Agent or Agents party thereto) forthwith a certificate in form satisfactory to
you (or, if such certificate is being furnished pursuant to a Terms Agreement,
to the Agent or Agents party thereto) to the effect that the statements
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contained in the certificates referred to in Section 5(b) hereof which were last
furnished to you 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;
(c) Each time that the Registration Statement or the Prospectus shall
be amended or supplemented or there is filed with the Commission any document
incorporated by reference into the Prospectus (other than by an amendment or
supplement relating solely to the terms of the Securities or a change in the
principal amount of Securities remaining to be sold or similar changes), or if
the Company sells Securities to you pursuant to a Terms Agreement and such Terms
Agreement so provides, the Company shall, if so requested by you or if so
required by such Terms Agreement, furnish or cause to be furnished forthwith to
you (or, if such certificate is being furnished pursuant to a Terms Agreement,
to the Agent or Agents party thereto) and the counsel for the Agents written
opinions of Dorsey & Whitney LLP, counsel to the Company, or other counsel
satisfactory to the Agents receiving such opinion, and the General Counsel of
the Company, each dated the date of delivery of such opinion, in form
satisfactory to the Agents receiving such opinion, of the same tenor as the
opinions referred to in Sections 5(a)(1) and 5(a)(2), respectively, 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 opinions
or, in lieu of such opinions, counsel last furnishing each 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 or Agents 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, or if the Company
sells Securities to you pursuant to a Terms Agreement and such Terms Agreement
so provides, the Company shall, if so requested by you or if so required by such
Terms Agreement, cause Ernst & Young LLP (or another nationally recognized firm
of independent public accountants) forthwith to furnish you (or, if such letter
is being furnished pursuant to a Terms Agreement, to the Agent or Agents party
thereto) 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 portions of the letter referred to in clauses (i) and (ii) of
Section 5(c) hereof but modified to relate to the Registration Statement and
Prospectus, as amended and supplemented to the date of such letter, and of the
same general tenor as the portions of the letter referred to in clauses (iii),
(iv), (v) and (vi) of said Section 5(c) with such changes as may be necessary to
reflect changes in the financial statements and other information derived from
the accounting records of the Company; provided, however, that if the
Registration Statement or the Prospectus is amended or supplemented solely to
include financial information
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as of and for a fiscal quarter, Ernst & Young LLP may limit the scope of such
letter to the unaudited financial statements included in such amendment or
supplement unless any other information included therein of an accounting,
financial or statistical nature is of such a nature that, in the reasonable
judgment of the Agent or Agents entitled to receive such letter, such letter
should cover such other information.
SECTION 7. Indemnification.
(a) The Company agrees to indemnify and hold harmless you and each
person, if any, who controls you within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 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
any related preliminary prospectus or preliminary prospectus
supplement) 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 relating to you furnished to the
Company by you expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement
thereto or any related preliminary prospectus or preliminary prospectus
supplement);
(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 relating to you furnished by
you 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 you), as incurred,
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 relating to you furnished by you as
aforesaid), to the extent that any such expense is not paid under (i)
or (ii) above.
(b) You agree 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
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the Company within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 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 or any related preliminary
prospectus or preliminary prospectus supplement) in reliance upon and in
conformity with written information relating to you furnished to the Company by
you expressly for use in the Registration Statement (or any amendment thereto)
or the Prospectus (or any amendment or supplement thereto or any related
preliminary prospectus or preliminary prospectus supplement).
(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 (in addition to any local 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 of the Agents is an indemnified party
each such Agent shall be entitled to separate counsel (in addition to any local
counsel) in each such jurisdiction to the extent such Agent may have interests
conflicting with those of the other Agent or Agents because of the participation
of one Agent in a transaction hereunder in which the other Agent or Agents did
not participate. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
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 you in accordance with its
terms, the Company and you shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the Company and you with respect to Securities
sold to or through you in such proportions as is appropriate to reflect the
relative benefits received by the Company on the one hand and you on the other.
The relative benefits received by the Company on the one hand and you on the
other shall be deemed to be in such proportion represented by the percentage
that the total commissions and underwriting discounts received by you to the
date of such liability bears to the total sales price (before deducting
expenses) received by the Company from the sale of Securities made to or through
you 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 you failed to give the notice
required under Section 7(c), then the Company and you shall contribute to such
aggregate losses, liabilities, claims, damages and expenses in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company and you in connection with the statements or
omissions which resulted in such liabilities, claims, damages and expenses, as
well
- 20 -
<PAGE>
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 you and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and you 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. Notwithstanding the
provisions of this Section 8, you shall not be required to contribute any amount
in excess of the amount by which the total price at which the Securities
referred to in the second sentence of this Section that were offered and sold to
the public through you exceeds the amount of any damages that you have otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 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 you within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as you, 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 or Section 20 of the 1934 Act shall have the same
rights to contribution as the Company.
SECTION 9. Status of the Agents. In acting under this Agreement and in
connection with the sale of any Securities by the Company (other than Securities
sold to you as principal), you are acting solely as agent of the Company and do
not assume any obligation towards or relationship of agency or trust with any
purchaser of Securities. You will make reasonable efforts to assist the Company
in obtaining performance by each purchaser whose offer to purchase Securities
from the Company has been solicited by you and accepted by the Company but you
shall not have any liability to the Company in the event any such purchase is
not consummated for any reason. If the Company shall default in its obligations
to deliver Securities to a purchaser whose offer it has accepted, the Company
shall hold you harmless against any loss, claim, damage or liability arising
from or as a result of such default and shall, in particular, pay to you the
commission you would have received had such sale been consummated.
SECTION 10. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and indemnification and contribution
agreements contained in this Agreement or any Terms Agreement or other agreement
to purchase Securities as principal to which you are a party, or contained in
certificates of officers of the Company submitted pursuant hereto or thereto,
shall remain operative and in full force and effect, regardless of any
termination of this Agreement or any such Terms Agreement or any such other
agreement, or any investigation made by or on behalf of the Agents or any
controlling person referred to in Section 7, or by or on behalf of the Company
or any controlling person referred to in Section 7, and shall survive each
delivery of and payment for any of the Securities.
SECTION 11. Termination. This Agreement 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
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<PAGE>
written notice of such termination to the other parties hereto. Any Terms
Agreement or other agreement to purchase securities as principal to which you
are a party shall be subject to termination in your absolute discretion on the
terms set forth or incorporated by reference therein, but the termination of
this Agreement shall not require termination of any such Terms Agreement or such
other agreement.
In the event of any such termination of this Agreement by any other
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) you
shall be entitled to any commissions earned in accordance with the third
paragraph of Section 2(a) hereof, (ii) if at the time of termination (A) you
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, 5 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 and contribution
agreements set forth in Sections 7 and 8 hereof, and the provisions of Sections
9, 10, 13 and 14 hereof shall remain in effect.
SECTION 12. Notices. All notices and other communications hereunder
shall be in writing and effective upon receipt and shall be deemed to have been
duly given if mailed or transmitted by any standard form of telecommunication.
Notices to____________________ shall be directed to them at _________________
Attention: ___________ (telefax number: ________). Notices to the Company shall
be directed to it at U.S. Bancorp, RiverBank Business Center, MNRB0163, 2751
Shephard Road, St. Paul, Minnesota 55116, attention of the Treasurer.
SECTION 13. Parties. This Agreement and any Terms Agreement to which
you are a party shall inure to the benefit of and be binding upon you (or, in
the case of a Terms Agreement, the Agent or Agents which are a party thereto)
and the Company and their respective successors and, to the extent provided in
Section 5 hereof, shall inure to the benefit of any person who has agreed to
purchase Securities from the Company pursuant to a purchase offer solicited by
you. Nothing expressed or mentioned in this Agreement or any Terms Agreement to
which you are a party is intended or shall be construed to give any person, firm
or corporation, other than the parties hereto and their respective successors
and, to the extent provided in Section 5 hereof, any person who has agreed to
purchase Securities from the Company pursuant to a purchase offer solicited by
you, 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
such Terms Agreement or any provision herein or therein contained. This
Agreement and any such Terms Agreement and all conditions and provisions hereof
and thereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and, to the extent provided in Section 5
hereof, any person who has agreed to purchase Securities from the Company
pursuant to a purchase offer solicited by you, 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.
- 22 -
<PAGE>
SECTION 14. 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.
- 23 -
<PAGE>
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,
U.S. BANCORP
By______________________________
Name:
Title:
- 24 -
<PAGE>
CONFIRMED AND ACCEPTED in New York, New York as of the date
first above written:
[AGENT]
By_______________________________
Name:
Title:
- 25 -
<PAGE>
SCHEDULE A
Term Commission Rates
---- ----------------
Nine months to but less than one year .125%
One year to but less than eighteen months .150%
Eighteen months to but less than two years .200%
Two years to but less than three years .250%
Three years to but less than four years .350%
Four years to but less than five years .450%
Five years to but less than six years .500%
Six years to but less than seven years .550%
Seven years to but less than eight years .600%
Eight years to but less than nine years .600%
Nine years to but less than ten years .600%
Ten years to but less than fifteen years .625%
Fifteen years to but less than twenty years .700%
Twenty years to but less than thirty years .750%
Thirty years or more to be negotiated
<PAGE>
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 __________, ____.)
DELAYED DELIVERY CONTRACT
[Insert date of offering of Securities to be sold]
U.S. BANCORP
c/o [Insert name and address of Agents]
Attention:
Gentlemen:
The undersigned hereby agrees to purchase from U.S. Bancorp, 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, dated
___________, ______, as supplemented by a Prospectus Supplement, dated _______,
and a Pricing Supplement, dated ___________, ______, 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 [St. Paul, Minnesota, at 10:00 A.M., Minnesota
time, at the offices of the Company, RiverBank Business Center, MNRB01892751,
Shephard Road, St. Paul, MN 55116], 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 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.
A-1
<PAGE>
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.
This Contract shall be governed by and construed in accordance with the
laws of the State of New York.
A-2
<PAGE>
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
U.S. BANCORP
By______________________________
________________________________
(Title)
A-3
<PAGE>
EXHIBIT B
U.S. Bancorp
(A Delaware corporation)
[Medium-Term Notes, Series L (Senior)]
[Medium-Term Notes, Series M (Subordinated)]
TERMS AGREEMENT
_______________, 1999
__________________________________________________________
Attention: _______________________________________________
Re: Distribution Agreement dated _________, 1999
The undersigned agrees to purchase the following principal
amount of Securities:
$_____________
Initial Public Offering Price:
[Initial]* Interest Rate:
[Index Maturity:]*
[Interest Rate Basis:]*
[Maximum Interest Rate:]*
[Minimum Interest Rate:]*
[Interest Determination Dates:]*
[Interest Reset Dates:]*
[Interest Payment Dates:]*
[Maturity Date:]
[Spread:]*
[Spread Multiplier:]*
[Alternate Rate Event Spread:]*
[Alternate Rate Event Spread Multiplier:]*
A-4
<PAGE>
[Interest Period:]*
[Regular Record Date (if other
than the fifteenth calendar day
preceding each Interest Payment Date):]*
Purchase Price: %
Settlement Date and Time:
Redemption Provisions, if any:
[Currency of denomination:]**
[Denominations:]**
[Currency of payment:]**
[Original Issue Discount Note:]
[Other provisions:]
The provisions of Sections 1, 2(c) and 2(d), 3, 4, 7, 8 and 10 through
14 of the Distribution Agreement and the related definitions are incorporated by
reference herein and shall be deemed to have the same force and effect as if set
forth in full herein.
Exceptions, if any, to Section 3(j) of the Distribution Agreement:
[Documents to be delivered:
The following documents referred to in the
Distribution Agreement shall be delivered:
[(1) The certificate referred to in Sections 5(b) and 6(b);]
[(2) The opinions referred to in Sections 5(a)(1), 5(a)(2),
[5(a)(3)] and 6(c);]
[(3) The accountants' letter referred to in Sections 5(c)
and 6(d).]]
- - - - - - - - - - - - - - - - - --------------
* Applicable to Floating Rate Notes only.
** Applicable to Foreign Currency Notes Only.
[AGENT]
By_____________________________
Its____________________________
Accepted:
U.S. BANCORP
By_______________________________
[Title]
<PAGE>
EXHIBIT 4.1
U.S. BANCORP
Medium-Term Notes, Series L (Senior)
Officers' Certificate and Company Order
Pursuant to the Indenture dated as of October 1, 1991 (the "Indenture"),
between U.S. Bancorp (the "Company") and Citibank, N.A., as Trustee (the
"Trustee"), resolutions adopted by the Company's Board of Directors on November
17, 1999 and an authorization dated November 17, 1999, this Officers'
Certificate and Company Order is being delivered to the Trustee to establish the
terms of a series of Securities in accordance with Section 301 of the Indenture,
to establish the forms of the Securities of such series in accordance with
Section 201 of the Indenture, and to establish the procedures for the
authentication and delivery of specific Securities from time to time pursuant to
Section 303 of the Indenture. This Officers' Certificate and Company Order shall
be treated for all purposes under the Indenture as a supplemental indenture
thereto.
All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities, (ii) the forms of such series of
Securities and (iii) the procedures for the authentication and delivery of such
series of Securities have been complied with.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture.
A. Establishment of Series pursuant to Section 301 of Indenture.
There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:
(1) The Securities of such series shall bear the title "Medium-Term Notes,
Series L (Senior)" (referred to herein as the "Notes").
(2) There shall be no limitation on the aggregate principal amount of the
Notes of such series, however, unless otherwise specified in an Authentication
Certificate (as defined in Section C below), the aggregate principal amount of
the Notes of such series to be issued pursuant to this Officers' Certificate is
limited to $1,800,000,000 or the equivalent thereof in foreign currencies or
foreign currency units (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes of
such series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and
except for any Notes which, pursuant to Section 303 of the Indenture, are deemed
never to have been authenticated and delivered thereunder) as such amount may be
reduced by the issuance of other series of the Securities. If so specified in an
Authentication Certificate, such $1,800,000,000 limit shall be increased to up
to $2,300,000,000.
<PAGE>
(3) Interest will be payable to the person in whose name a Note (or one or
more predecessor Notes) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below); provided, however, that interest payable at maturity or upon
redemption will be payable to the person to whom principal shall be payable.
(4) Each Note within such series shall mature on a Business Day (as defined
below), 9 months or more from its date of issue as specified in such Note and in
the applicable Authentication Certificate; provided, however, that no Commercial
Paper Rate Note (as defined below) shall mature less than 9 months and 1 day
from its date of issue. Unless otherwise authorized by or pursuant to a
resolution of a Board of Directors of the Company, no Series M Note will mature
less than 1 year and 1 day from its date of issue. If the Maturity Date
specified in the applicable Authentication Certificate for any Note is a day
that is not a Business Day, principal will be paid on the next day that is a
Business Day with the same force and effect as if made on such specified
Maturity Date, except that, in the case of a LIBOR Note, if such Business Day is
in the next succeeding calendar month, such Maturity Date shall be the
immediately preceding Business Day. "Business Day" means (a) unless otherwise
specified in the applicable Authentication Certificate with respect to any Note,
any day that is not a Saturday or Sunday and that is not a day that banking
institutions in New York City are generally authorized or obligated by law or
executive order to close. For LIBOR Notes a "Business Day" with respect to any
payment, is any day that is not a Saturday or Sunday and that is not a day that
banking institutions in New York City are generally authorized or obligated by
law or executive order to close, and is also a London Business Day, and with
respect to a LIBOR Interest Determination Date, is a London Business Day.
"London Business Day" means any day on which dealings in United States dollars
are transacted in the London interbank market.
(5) Each Note within such series that bears interest will bear interest at
either (a) a fixed rate (the "Fixed Rate Notes") or (b) a floating rate
determined by reference to one or more base rates, which may be adjusted by a
Spread and/or Spread Multiplier (each as defined below) (the "Floating Rate
Notes"). Notes within such series may also be issued as "Zero Coupon Notes"
which do not provide for any periodic payments of interest. Notes may be issued
as Original Issue Discount Notes at a discount from the principal amount thereof
due at the stated maturity as specified in the applicable Authentication
Certificate. Any Floating Rate Note may also have either or both of the
following as set forth in the applicable Authentication Certificate: (i) a
maximum interest rate limitation, or ceiling, on the rate of interest which may
accrue during any Interest Period (as defined below); and (ii) a minimum
interest rate limitation, or floor, on the rate of interest which may accrue
during any Interest Period. The interest rate on a 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. Under present New York
law, the maximum rate of interest is 25% per annum on a simple interest basis.
This limit may not apply to Notes in which $2,500,000 or more has been invested.
The applicable Authentication Certificate may designate any of the following
base rates ("Base Rates") as applicable to each Floating Rate Note: (a) the
Commercial Paper Rate, in which case such Note will be a "Commercial Paper Rate
Note"; (b) the Federal Funds Rate, in which case such Note will be a "Federal
Funds Rate Note"; (c) LIBOR, in which case such Note will be a "LIBOR Note"; (d)
the Prime Rate, in which case such Note will be a "Prime Rate Note"; (e) the CD
Rate, in which case
- 2 -
<PAGE>
such Note will be a "CD Rate Note"; (f) the Treasury Rate, in which case such
Note will be a "Treasury Rate Note"; (g) the CMT Rate, in which case such Note
will be a " CMT Rate Note"; or (h) one or more other Base Rates.
The interest rate on each Floating Rate Note for each Interest Period will
be determined by reference to (i) the applicable Base Rates specified in the
applicable Authentication Certificate for such Interest Period, plus or minus
the applicable Spread, if any, or multiplied by the applicable Spread
Multiplier, if any. The "Spread" is the number of basis points, or one-hundredth
of a percentage point, specified in the applicable Authentication Certificate to
be added or subtracted from the Base Rate for a Floating Rate Note. For example,
if a Note bears interest at LIBOR plus .01% and the Calculation Agent (as
defined below) determines that LIBOR is 5.00% per annum, the Note will bear
interest at 5.01% per annum until the next Interest Reset Date (as defined
below). The "Spread Multiplier" is the percentage specified in the applicable
Authentication Certificate to be applied to the Base Rate for a Floating Rate
Note. For example, if a Note bears interest at 90% of LIBOR, and the Calculation
Agent determines that LIBOR is 5.00% per annum, the Note will bear interest at
4.50% per annum until the next Interest Reset Date.
Each Note that bears interest will bear interest from and including its
date of issue or from and including the most recent Interest Payment Date to
which interest on such Note (or one or more predecessor Notes) has been paid or
duly provided for (i) at the fixed rate per annum applicable to the related
Interest Period, or (ii) at a rate per annum determined pursuant to the Base
Rates applicable to the related Interest Period or Interest Periods, in each
case as specified therein and in the applicable Authentication Certificate,
until the principal thereof is paid or made available for payment. Interest will
be payable on each Interest Payment Date and at maturity or upon redemption. The
first payment of interest on any Note originally issued after a Regular Record
Date and on or before an Interest Payment Date will be made on the Interest
Payment Date following the next succeeding Regular Record Date to the registered
holder on such next succeeding Regular Record Date. Interest rates and Base
Rates are subject to change by the Company from time to time but no such change
will affect any Note theretofore issued or which the Company has agreed to
issue. Unless otherwise specified in the applicable Authentication Certificate,
the "Interest Payment Dates" and the "Regular Record Dates" for Fixed Rate Notes
shall be as described below under "Fixed Rate Notes" and the "Interest Payment
Dates" and the "Regular Record Dates" for Floating Rate Notes shall be as
described below under "Floating Rate Notes".
The applicable Authentication Certificate will specify: (i) the issue
price, Interest Payment Dates and Regular Record Dates; (ii) with respect to any
Fixed Rate Note, the interest rate; (iii) with respect to any Floating Rate
Note, the Initial Interest Rate (as defined below), the method (which may vary
from Interest Period to Interest Period) of calculating the interest rate
applicable to each Interest Period (including, if applicable, the fixed rate per
annum applicable to one or more Interest Periods, the period to maturity of any
instrument on which the Base Rate for any Interest Period is predicated (the
"Index Maturity"), the Spread and/or Spread Multiplier, the Interest
Determination Dates (as defined below), the Interest Reset Dates and any minimum
or maximum interest rate limitations); (iv) whether such Note is an Original
Issue Discount Note; and (v) any other terms related to interest on the Notes.
- 3 -
<PAGE>
Fixed Rate Notes
- - - - - - - - - - - - - - - - - ----------------
Each Fixed Rate Note, whether or not issued as an Original Issue Discount
Note, will bear interest at the annual rate specified therein and in the
applicable Authentication Certificate. Unless otherwise specified in the
applicable Authentication Certificate, the Interest Payment Dates for the Fixed
Rate Notes will be on February 1 and August 1 of each year and at maturity or
upon redemption and the Regular Record Dates for the Fixed Rate Notes will be on
the day (whether or not a Business Day) fifteen calendar days preceding each
Interest Payment Date. Unless otherwise specified in the applicable
Authentication Certificate, interest payments for Fixed Rate Notes shall be the
amount of interest accrued to, but excluding, the relevant Interest Payment
Date. Interest on Fixed Rate Notes will be computed and paid on the basis of a
360-day year of twelve 30-day months. In the event that any Interest Payment
Date or any applicable Redemption Date on a Fixed Rate Note is not a Business
Day, such Interest Payment Date or Redemption Date shall be postponed to the
next day that is a Business Day, and no interest will accrue during the period
from and after the scheduled Interest Payment Date or Redemption Date, as the
case may be.
Floating Rate Notes
- - - - - - - - - - - - - - - - - -------------------
Unless otherwise specified in the applicable Authentication Certificate and
except as provided below, interest on Floating Rate Notes will be payable on the
following Interest Payment Dates: in the case of Floating Rate Notes with a
daily, weekly or monthly Interest Reset Date, on the third Wednesday of each
month of each year; in the case of Floating Rate Notes with a quarterly Interest
Reset Date, on the third Wednesday of March, June, September and December of
each year; in the case of Floating Rate Notes with a semi-annual Interest Reset
Date, on the third Wednesday of the two months of each year specified in the
applicable Authentication Certificate; and in the case of Floating Rate Notes
with an annual Interest Reset Date, on the third Wednesday of the month of each
year specified in the applicable Authentication Certificate. Interest will also
be paid at maturity or upon redemption. Unless otherwise specified in the
applicable Authentication Certificate, the Regular Record Dates for the Floating
Rate Notes will be on the day (whether or not a Business Day) fifteen calendar
days preceding each Interest Payment Date. In the event that any Interest
Payment Date or any applicable Redemption Date for any Floating Rate Note is not
a Business Day, such Interest Payment Date or Redemption Date shall be postponed
to the next day that is a Business Day, except that, in the case of a LIBOR
Note, if such Business Day is in the next succeeding calendar month, such
Interest Payment Date or Redemption Date shall be the immediately preceding
Business Day.
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (the date on which each
such reset occurs, an "Interest Reset Date"), as specified in the applicable
Authentication Certificate. Unless otherwise specified in the applicable
Authentication Certificate, the Interest Reset Date will be as follows: in the
case of Floating Rate Notes which are reset daily, each Business Day; in the
case of Floating Rate Notes (other than Treasury Rate Notes) which are reset
weekly, the Wednesday of each week; in the case of Treasury Rate Notes which are
reset weekly, the Tuesday of each week (except if the auction date falls on a
Tuesday, then the next Business Day, as provided
- 4 -
<PAGE>
below); in the case of Floating Rate Notes which are reset monthly, the third
Wednesday of each month; in the case of Floating Rate Notes which are reset
quarterly, the third Wednesday of March, June, September and December of each
year; in the case of Floating Rate Notes which are reset semi-annually, the
third Wednesday of the two months of each year specified in the applicable
Authentication Certificate; and in the case of Floating Rate Notes which are
reset annually, the third Wednesday of the month of each year specified in the
applicable Authentication Certificate.
The interest rate in effect from the date of issue to the first Interest
Reset Date with respect to a Floating Rate Note (the "Initial Interest Rate")
will be as specified in the applicable Authentication Certificate. If any
Interest Reset Date for any Floating Rate Note 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 in the case of a LIBOR Note, if such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day.
Unless otherwise specified in the applicable Authentication Certificate,
the interest rate determined with respect to any Interest Determination Date
will become effective on and as of the next succeeding Interest Reset Date. As
used herein, "Interest Determination Date" means the date as of which the
interest rate for a Floating Rate Note is to be calculated, to be effective as
of the following Interest Reset Date and calculated on the related Calculation
Date (as defined below). Unless otherwise specified in the applicable
Authentication Certificate, the Interest Determination Date pertaining to any
Interest Reset Date for a Commercial Paper Rate Note, a Federal Funds Rate Note,
a LIBOR Note, a Prime Rate Note, a CD Rate Note or a CMT Rate Note (the
"Commercial Paper Interest Determination Date", the "Federal Funds Interest
Determination Date", the "LIBOR Interest Determination Date", the "Prime
Interest Determination Date", the "CD Interest Determination Date", and the "CMT
Interest Determination Date" will be the second Business Day prior to such
Interest Reset Date. Unless otherwise specified in the applicable Authentication
Certificate, the Interest Determination Date pertaining to an Interest Reset
Date for a Treasury Rate Note (the "Treasury Interest Determination Date") will
be the day of the week on which Treasury Bills (as defined below) would normally
be auctioned in the week in which such Interest Reset Date falls. If, as the
result of a legal holiday, an auction is so held on the preceding Friday, such
Friday will be the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an auction date
shall fall on any Interest Reset Date for a Treasury Rate Note, then such
Interest Reset Date shall instead be the first Business Day immediately
following such auction date. The Interest Determination Date pertaining to a
Floating Rate Note the interest rate of which is determined by reference to two
or more Base Rates will be the latest Business Day which is at least two
Business Days prior to such Interest Reset Date for such Floating Rate Note on
which each Base Rate is determinable.
Unless otherwise specified in the applicable Authentication Certificate,
interest payments on an Interest Payment Date for a Floating Rate Note will
include interest accrued from, and including, the most recent Interest Payment
Date to which interest has been paid or duly provided for (or from, and
including, the date of issue if no interest has been paid or duly provided for
with respect to such Floating Rate Note) to, but excluding, the next Interest
Payment
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Date (each such interest accrual period, an "Interest Period"), or if earlier
the date on which the principal is paid or duly made available for payment.
Accrued interest from the date of issue or from the last date to which interest
has been paid or duly provided for to the date for which interest is being
calculated shall be calculated by multiplying the face amount of a Floating Rate
Note by the applicable accrued interest factor (the "Accrued Interest Factor").
The Accrued Interest Factor shall be computed by adding together the interest
factors calculated for each day from the date of issue, or from the last date to
which interest has been paid or duly provided for to the date for which accrued
interest is being calculated. Unless otherwise specified in the applicable
Authentication Certificate, the interest factor for each such day shall be
computed by dividing the per annum interest rate applicable to such day by 360
in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR
Notes, Prime Rate Notes, and CD Rate Notes, or by the actual number of days in
the year in the case of Treasury Rate Notes and CMT Rate Notes. The interest
rate in effect on each day will be (i) if such day is an Interest Reset Date,
the interest rate with respect to the Interest Determination Date pertaining to
such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date relating to the
next preceding Interest Reset Date, subject in either case to any maximum or
minimum interest rate referred to above or in the applicable Authentication
Certificate.
Unless otherwise specified in the applicable Authentication Certificate,
U.S. Bank Trust National Association will be the "Calculation Agent". On or
before each Calculation Date, the Calculation Agent will determine the interest
rate as described below and notify the Paying Agent. The Paying Agent will
determine the Accrued Interest Factor applicable to any such Floating Rate Note.
The Paying Agent will, upon the request of the holder of any Floating Rate Note,
provide the interest rate then in effect and the interest rate which will become
effective as a result of a determination made with respect to the most recent
Interest Determination Date with respect to such Floating Rate Note. The
determinations of interest rates made by the Calculation Agent shall be
conclusive and binding, and neither the Trustee nor the Paying Agent shall have
the duty to verify determinations of interest rates made by the Calculation
Agent. The determinations of Accrued Interest Factors made by the Paying Agent
shall be conclusive and binding. Unless otherwise specified in the applicable
Authentication Certificate, the "Calculation Date", if applicable, pertaining to
any Interest Determination Date on a Floating Rate Note will be the earlier of
(i) the tenth calendar day after such Interest Determination Date, or, if any
such day is not a Business Day, the following Business Day, and (ii) the
Business Day before the applicable Interest Payment Date, Redemption Date or
Maturity Date.
Unless otherwise specified in the applicable Authentication Certificate,
all percentages resulting from any calculation on Floating Rate Notes will be
rounded, if necessary, to the nearest one hundred-thousandth of one percentage
point, with five one-millionths of one percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)); all calculations of the
Accrued Interest Factor for any day on Floating Rate Notes will be rounded, if
necessary, to the nearest one hundred-millionth, with five one-billionths
rounded upward (e.g. .098765455 being rounded to .09876546 and .098765454 being
rounded to .09876545); and all dollar amounts used in or resulting from such
calculations on Floating Rate Notes will be rounded to the nearest cent (with
one-half cent being rounded upward).
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Commercial Paper Rate. Commercial Paper Rate Notes will bear interest at
the interest rates (calculated with reference to the Commercial Paper Rate and
the Spread and/or Spread Multiplier, if any) specified in the Commercial Paper
Rate Notes and in the applicable Authentication Certificate. Commercial Paper
Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"Commercial Paper Rate" means, for any Commercial Paper Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on that
date for commercial paper having the Index Maturity specified in the applicable
Authentication Certificate as published in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15 (519)") under the heading "Commercial Paper
- - - - - - - - - - - - - - - - - -- Nonfinancial."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above: (1) If the rate is not published by
3:00 p.m., New York City time, on the Calculation Date relating to the
Commercial Paper Interest Determination Date, then the Commercial Paper Rate
will be the Money Market Yield of the rate on the Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity specified in
the applicable Authentication Certificate as set forth in the daily update of
H.15(519), available through the worldwide website of the Board of Governors of
the Federal Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or
any successor site or publication ("H.15 Daily Update") under the heading
"Commercial Paper -- Nonfinancial;" (2) If by 3:00 p.m., New York City time, on
the Calculation Date the rate is not published in either H.15(519) or the H.15
Daily Update, then the Calculation Agent shall determine the Commercial Paper
Rate to be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 a.m., New York City time, on the 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,
for commercial paper having the Index Maturity specified in the applicable
Authentication Certificate placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized securities rating agency;
provided, however, that if the dealers selected by the Calculation Agent are not
quoting as described above in this sentence, the Commercial Paper Rate in effect
immediately before the Commercial Paper Interest Determination Date will not
change and will remain the Commercial Paper Rate in effect on the Commercial
Paper Interest Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360
------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for the 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 the interest is being
calculated.
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<PAGE>
Federal Funds Rate. Federal Funds Rate Notes will bear interest at the
interest rates (calculated with reference to the Federal Funds Rate and the
Spread and/or Spread Multiplier, if any) specified in the Federal Funds Rate
Notes and in the applicable Authentication Certificate. Federal Funds Rate Notes
will be subject to the minimum interest rate and maximum interest rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"Federal Funds Rate" means, for any Federal Funds Interest Determination Date,
the rate on that date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120, or any other page as may replace the
applicable page on that service, which is commonly referred to as "Telerate Page
120."The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above: (1) If the above rate is not published by 3:00
p.m., New York City time, on the Calculation Date for the Federal Funds Interest
Determination Date, the Federal Funds Rate will be the rate published in H.15
Daily Update under the heading "Federal Funds (Effective);" (2) If neither of
the above rates are published by 3:00 p.m., New York City time, on the
Calculation Date for the Federal Funds Interest Determination Date, the
Calculation Agent will determine the Federal Funds Rate to be the arithmetic
mean of the rates for the last transaction in overnight U.S. dollar Federal
Funds arranged by three leading dealers of Federal Funds transactions in the
City of New York selected by the Calculation Agent, after consultation with the
Company, as of 3:00 p.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if the dealers selected by the
Calculation Agent are not quoting as specified above in this sentence, the
Federal Funds Rate in effect immediately before the Federal Funds Interest
Determination Date will not change and will remain the Federal Funds Rate in
effect on the Federal Funds Interest Determination Date.
LIBOR. LIBOR Notes will bear interest at the interest rates (calculated
with reference to LIBOR and the Spread and/or Spread Multiplier, if any)
specified in the LIBOR Notes and in the applicable Authentication Certificate.
LIBOR Notes will be subject to the minimum interest rate and maximum interest
rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
LIBOR will be determined by the Calculation Agent in accordance with the
following provisions: (1) For any LIBOR Interest Determination Date, LIBOR will
be the rates for deposits in U.S. dollars having the Index Maturity specified in
the applicable Authentication Certificate on the second London Business Day
before the LIBOR Interest Reset Date, that is displayed on Bridge Telerate,
Inc., or any other successor service, as of 11:00 a.m London time, on page 3750,
or any other page as may replace the applicable page on that service, which is
commonly referred to as "Telerate Page 3750;" (2) If no rate appears, the
Calculation Agent will request that the principal London offices of each of four
major banks in the London interbank market, selected by the Calculation Agent,
after consultation with the Company, at approximately 11:00 a.m., London time,
on the LIBOR Interest Determination Date, provide the Calculation Agent with
their offered quotation for deposits in U.S. dollars having the Index Maturity
designated in the applicable Authentication Certificate on the second Business
Day before the LIBOR Interest Reset Date, and in a principal amount, not less
than U.S. $1,000,000, that in the judgment of the Calculation Agent, is
representative of a single transaction in the market at that time. If at least
two quotations are
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<PAGE>
provided, LIBOR for the LIBOR Interest Determination Date will be the arithmetic
mean of those quotations; (3) If fewer than two quotations are provided, LIBOR
will be determined for the applicable LIBOR Interest Determination Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City
time, by three major banks in the City of New York selected by the Calculation
Agent, after consultation with the Company, for loans in U.S. dollars to leading
European banks, having the Index Maturity specified in the applicable
Authentication Certificate, on the second London Business Day before the LIBOR
Interest Reset Date and in a principal amount of not less than U.S. $1,000,000
that, in the judgment of the Calculation Agent, is representative of a single
transaction in the market at that time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as specified above in this
sentence, LIBOR in effect immediately before the LIBOR Interest Determination
Date will not change and will remain the LIBOR in effect on such LIBOR Interest
Determination Date.
Prime Rate. Prime Rate Notes will bear interest at the interest rates
(calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any) specified in the Prime Rate Notes and in the applicable
Authentication Certificate. Prime Rate Notes will be subject to the minimum
interest rate and maximum interest rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"Prime Rate" means, for any Prime Interest Determination Date, the rate on that
date as published in H.15(519) under the Heading "Bank Prime Loan." The
following procedures will be followed if the Prime Rate cannot be determined as
described in the previous sentence: (1) If the rate is not published prior to
9:00 a.m, New York City time, on the Calculation Date, then the Prime Rate will
be the rate on that Prime Interest Determination Date as published in the H.15
Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date in
either H.15(519) or the H.15 Daily Update, then the Calculation Agent will
determine the Prime Rate to be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on that Prime Interest Determination Date by at least three
major banks in the City of New York selected by the Calculation Agent, after
consultation with the Company. If the banks selected are not quoting as
mentioned in the previous sentences, the Prime Rate will remain the Prime Rate
for the immediately preceding Interest Reset Period, or if there was no Interest
Reset Period, the rate of interest payable will be the Initial Interest Rate.
CD Rate. CD Rate Notes will bear interest at the interest rates (calculated
with reference to the CD Rate and the Spread and/or Spread Multiplier, if any)
specified in the CD Rate Notes and in the applicable Authentication Certificate.
CD Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"CD Rate" means, for any CD Interest Determination Date, the rate on that date
for negotiable certificates of deposit having the Index Maturity specified in
the applicable Authentication Certificate as this rate is published in H.15(519)
under the heading "CD's (secondary market)." The following procedures will be
followed if the CD Rate cannot be determined as described above: (1) If by 3:00
p.m., New York City time, on the Calculation Date related to the CD Interest
Determination Date, this rate is not published in H.15(519), then the CD Rate
shall be
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<PAGE>
the rate on the CD Interest Determination Date for negotiable certificates of
deposit of the Index Maturity designated in the applicable Authentication
Certificate and published in the H.15 Daily Update under the heading "CD
(secondary market);" (2) If by 3:00 p.m., New York City time, on the Calculation
Date, the rate is not published in either H.15(519) or the H.15 Daily Update,
the Calculation Agent will calculate the CD Rate to be the arithmetic mean of
the secondary market offered rates as of 3:00 p.m., New York City time, on the
CD Interest Determination Date, of three leading non bank dealers in negotiable
U.S. dollar certificates of deposit in the City of New York selected by the
Calculation Agent, after consultation with the Company, for negotiable
certificates of deposit of major U.S. money market banks which are then rated
A-1+ by Standard & Poor's Ratings Group and P-1 by Moody's Investor Service, and
with a remaining maturity closest to the Index Maturity specified in the
applicable Authentication Certificate in denominations of $5,000,000; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as described above in this sentence, the CD Rate in effect
immediately before that CD Interest Determination Date will not change and will
remain the CD Rate in effect on that CD Interest Determination Date.
Treasury Rate. Treasury Rate Notes will bear interest at the interest rates
(calculated with reference to the Treasury Rate and the Spread and/or Spread
Multiplier, if any) specified in the Treasury Rate Notes and in the applicable
Authentication Certificate. Treasury Rate Notes will be subject to the minimum
interest rate and maximum interest rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"Treasury Rate" means, for any Treasury Interest Determination Date, the rate
for the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified in the applicable
Authentication Certificate as this rate is displayed on Bridge Telerate, Inc.,
or any successor service under the caption "Investment Rate" on page 56 or 57,
or other page as may replace the applicable page on that service, which is
commonly referred to as "Telerate Page 56" or "Telerate Page 57," as the case
may be, or if not published on Bridge Telerate, Inc., by 3:00 p.m., New York
City time, on the Calculation Date for the Treasury Interest Determination Date,
the rate published in H.15 Daily Update under the heading "U.S. Government
Securities/Treasury Bills/Auction High." The following procedures will be
followed if the Treasury Rate cannot be determined as described above: (1) If
not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation
Date for the Treasury Interest Determination Date, the Treasury Rate will be the
bond equivalent yield of the auction rate of the applicable Treasury Bills on
the Treasury Interest Determination Date as announced by the U.S. Department of
the Treasury; (2) If by 3:00 p.m., New York City time on the Calculation Date,
the results of the auction of Treasury Bills having the Index Maturity
designated in the applicable Authentication Certificate are not otherwise as
provided in the applicable Authentication Certificate or if no auction is held
in a particular week, then the Calculation Agent will calculate the Treasury
Rate to 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 3:30 p.m. New York City
time, on the Treasury Interest Determination Date, of three leading primary
United States government securities dealers selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified in the applicable Authentication Certificate; provided,
however, that if the dealers selected by the Calculation Agent are not quoting
as described above in this sentence, the Treasury Rate in effect
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<PAGE>
immediately before the Treasury Interest Determination Date will not change and
will remain the Treasury Rate in effect on such Treasury Interest Determination
Date.
CMT Rate. CMT Rate Notes will bear interest at the interest rates
(calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any) specified in the CMT Rate Note and in the applicable
Authentication Certificate. CMT Rate Notes will be subject to the minimum
interest rate and maximum interest rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"CMT Rate" means, for any CMT Interest Determination Date, the rate reported on
Bridge Telerate, Inc., or any successor service, under the heading "Daily
Treasury Constant Maturities and Money Markets/Federal Reserve Board Release
H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or any other page as may
replace the applicable page on that service, which is commonly referred to as
"Telerate Page 7051." The following procedures will be followed if the CMT Rate
cannot be determine as described above: If the CMT Rate is not available by 3:00
p.m., New York City Time, on the Calculation Date pertaining to such CMT
Interest Determination Date, the Calculation Agent will calculate the CMT Rate
for the CMT Interest Determination Date which will be the bond equivalent yield
to maturity of the arithmetic mean of the secondary market bid rates, as of 3:00
p.m., New York City time, on the applicable CMT Interest Determination Date,
reported, according to their written records, by three leading primary United
States government securities dealers in the City of New York (the "Reference
Dealers") selected by the Calculation Agent, after consultation with the
Company, for the most recently issued direct noncallable fixed rate Treasury
Bills with an original maturity approximately equal to the applicable Index
Maturity; provided, however, that if fewer than three Reference Dealers selected
by the Calculation Agent are quoting as described above in this sentence, the
CMT Rate in effect immediately before the CMT Interest Determination Date will
not change and will remain the CMT Rate then in effect on such CMT Interest
Determination Date.
Zero Coupon Notes
- - - - - - - - - - - - - - - - - -----------------
The specific terms of any Zero Coupon Notes will be set forth in the
applicable Authentication Certificate.
(6) Unless otherwise specified in the applicable Authentication
Certificate, principal of (and premium, if any) and interest (if any) on the
Notes will be payable, and, except as provided in Section 305 of the Indenture
with respect to any Global Security (as defined below) representing Book-Entry
Notes (as defined below), the transfer of the Notes will be registrable and
Notes will be exchangeable for Notes bearing identical terms and provisions at
the corporate trust office of U.S. Bank Trust National Association (the "Paying
Agent"), in the City of New York, New York, provided that payments of interest
with respect to any Certificated Note (as defined below), other than interest at
maturity or upon redemption, may be made at the option of the Company by check
mailed to the address of the person or entity entitled thereto as it appears on
the security register of the Company at the close of business on the Regular
Record Date corresponding to the relevant Interest Payment Date. Unless
otherwise specified in the applicable Authentication Certificate, holders of
$10,000,000 or more in aggregate principal amount of Certificated Notes shall be
entitled to receive payments of interest, other than interest
- 11 -
<PAGE>
at maturity or upon redemption, by wire transfer of immediately available funds,
if appropriate wire transfer instructions have been given to the Paying Agent in
writing not later than the Regular Record Date prior to the applicable Interest
Payment Date.
(7) If so specified in the applicable Authentication Certificate, the Notes
will be redeemable at the option of the Company on the date or dates prior to
maturity specified in the applicable Authentication Certificate at the price or
prices specified in the applicable Authentication Certificate (unless otherwise
specified in such Authentication Certificate, in the case of Notes other than
Zero Coupon Notes or certain interest bearing notes issued as Original Issue
Discount Notes, expressed as a specified percentage of the principal amount of
such Note, together with accrued interest, if any, to the date of redemption
stated in the applicable Authentication Certificate. Unless otherwise specified
in the applicable Authentication Certificate, in the case of Zero Coupon Notes
or certain interest bearing Notes issued as Original Issue Discount Notes (as
specified in the applicable Authentication Certificate), as a specified
percentage of the Amortized Face Amount (as defined below) of such Note as
described in Paragraph (13) below), together with accrued interest, if any, to
the date of redemption (or, in the case of any interest bearing Note issued as
an Original Issue Discount Note, any accrued but unpaid "qualified stated
interest" payments (as specified in Paragraph (13) below)). Unless otherwise
specified in the applicable Authentication Certificate, the Company may redeem
any of the Notes which are redeemable and remain outstanding either in whole or
from time to time in part upon the terms and conditions set forth in Article XI
of the Indenture.
(8) Unless otherwise specified in the applicable Authentication
Certificate, the Company shall not be obligated to redeem or purchase any Notes
of such series pursuant to any sinking fund or analogous provisions or at the
option of any Holder.
(9) Unless otherwise specified in the applicable Authentication
Certificate, Notes of such series, other than Foreign Currency Notes (as defined
below), may be issued only in fully registered form and the authorized
denomination of the Notes of such series shall be $1,000 or any amount in excess
of $1,000 which is an integral multiple of $1,000. Foreign Currency Notes will
be issued in the denominations specified in the applicable Authentication
Certificate.
(10) The Notes may be denominated, and payments of principal of and
interest on the Notes will be made, in United States dollars or in such foreign
currencies or foreign currency units as may be specified in the applicable
Authentication Certificate ("Foreign Currency Notes").
(11) Except as otherwise described in Paragraph (5) above and Paragraph
(13) below, the amount of payments of principal of and any premium or interest
on the Notes will not be determined with reference to an index.
(12) Unless otherwise specified in the applicable Authentication
Certificate, the Notes shall be subject to the events of default specified in
Section 501, paragraphs (1) through (7), of the Indenture.
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<PAGE>
(13) The portion of the principal amount of the Notes, other than Original
Issue Discount Notes, (including any Zero Coupon Notes) which shall be payable
upon declaration of acceleration of maturity thereof shall not be other than the
principal amount thereof. Unless otherwise specified in the applicable
Authentication Certificate, the portion of the principal amount of Zero Coupon
Notes and certain interest bearing Notes issued as Original Issue Discount Notes
(as specified in the applicable Authentication Certificate) upon any
acceleration of the maturity thereof will be the Amortized Face Amount and in
the case of an interest bearing note issued as an Original Issue Discount Note,
any accrued but unpaid qualified stated interest payments. Unless otherwise
specified in the applicable Authentication Certificate, the amount payable to
the holder of such Original Issue Discount Note upon any redemption thereof will
be the applicable specified percentage of the Amortized Face Amount thereof
specified in the applicable Authentication Certificate, and in the case of any
interest bearing Note issued as an Original Issue Discount Note, any accrued but
unpaid "qualified stated interest" payments (as defined in the Treasury
Regulations regarding original issue discount issued by the Treasury Department
(the "Regulations")). The "Amortized Face Amount" of an Original Issue Discount
Note is equal to the sum of (i) the Issue Price (as defined below) of such
Original Issue Discount Note and (ii) that portion of the difference between the
Issue Price and the principal amount of such Original Issue Discount Note that
has been amortized at the Stated Yield (as defined below) of such Original Issue
Discount Note (computed in accordance with Section 1272(a)(4) of the Internal
Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in
each case as in effect on the issue date of such Original Issue Discount Note)
at the date as of which the Amortized Face Amount is calculated. In no event can
the Amortized Face Amount exceed the principal amount of such Note due at the
stated maturity thereof. As used in the preceding sentence, the term "Issue
Price" means the principal amount of such Original Issue Discount Note due at
the stated maturity thereof less the "Original Issue Discount" of such Original
Issue Discount Note specified on the face thereof and in the applicable
Authentication Certificate. The term "Stated Yield" of such Original Issue
Discount Note means the "Yield to Maturity" specified on the face of such
Original Issue Discount Note and in the applicable Authentication Certificate
for the period from the Original Issue Date of such Original Issue Discount
Note, as specified on the face of such Original Issue Discount Note and in the
applicable Authentication Certificate, to the stated maturity thereof based on
its Issue Price and stated redemption price at maturity thereof.
(14) Each Note will be represented by either a global security (a "Global
Security") registered in the name of a nominee of the Depository (each such Note
represented by a Global Security being herein referred to as a "Book-Entry
Note") or a certificate issued in definitive registered form, without coupons (a
"Certificated Note"), as set forth in the applicable Authentication Certificate.
Unless otherwise specified in the applicable Authentication Certificate, The
Depository Trust Company will act as Depositary. Except as provided in Section
305 of the Indenture, Book-Entry Notes will not be issuable in certificated form
and will not be exchangeable or transferable. So long as the Depositary or its
nominee is the registered holder of any Global Security, the Depositary or its
nominee, as the case may be, will be considered the sole Holder of the
Book-Entry Note or Notes represented by such Global Security for all purposes
under the Indenture and the Notes.
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<PAGE>
(15) Any Authentication Certificate Supplemental to this Officers'
Certificate and Company Order shall be executed on behalf of the Company by a
Vice President and an Assistant Vice President. Subject to the terms of the
Indenture and the resolutions and authorization referred to in the first
paragraph hereof, the Notes shall have such other terms (which may be in
addition to or different from the terms set forth herein) as are specified in
the applicable Authentication Certificate.
B. Establishment of Note Forms pursuant to Section 201 of Indenture.
It is hereby established pursuant to Section 201 of the Indenture that the
Global Securities representing Book-Entry Notes shall be substantially in the
forms attached as Exhibits A, B, C and D hereto, unless a different form is
provided in the applicable Authentication Certificate (which Authentication
Certificate shall be an "Officers' Certificate" satisfying the requirements of
Section 201 of the Indenture).
C. Establishment or Procedures for Authentication of Notes Pursuant to
Section 303 of Indenture.
It is hereby ordered pursuant to Section 303 of the Indenture that Notes
may be authenticated by the Trustee and issued in accordance with the
Administrative Procedures attached hereto as Exhibit E and upon receipt by the
Trustee (including by facsimile) of an Authentication Certificate supplemental
to this Officers' Certificate and Company Order, in substantially the form
attached as Exhibit F hereto (an "Authentication Certificate"), setting forth
the information specified or contemplated therein for the particular Notes to be
authenticated and issued. At least one officer signing each Authentication
Certificate shall be an Authorized Officer as defined in the resolutions
referred to in the first paragraph hereof.
D. Other Matters.
The applicable Authentication Certificate shall specify any agent of the
Company designated for the purpose of delivering, for cancellation by the
Trustee pursuant to Section 309 of the Indenture, Notes which have not been
issued and sold by the Company.
Attached as Exhibit G hereto are true and correct copies of resolutions
duly adopted by the Board of Directors of the Company on November 17, 1999, and
of an authorization dated November 17, 1999, duly executed by the Chief
Financial Officer of the Company, designating certain additional Authorized
Officers pursuant to the resolutions adopted November 17, 1999, such resolutions
and authorization have not been further amended, modified or rescinded and
remain in full force and effect; and such resolutions and authorization are the
only resolutions and authorization adopted by the Company's Board of Directors
or by any Authorized Officers relating to the offering and sale of the Notes.
- 14 -
<PAGE>
The undersigned have read the pertinent sections of the Indenture including
the related definitions contained therein. The undersigned have examined the
resolutions adopted by the Board of Directors of the Company and the
authorization duly executed by the Chief Financial Officer of the Company. In
the opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii) the
procedures for authentication of such series of Securities, contained in the
Indenture have been complied with. In the opinion of the undersigned, such
conditions have been complied with.
Dated: December 17, 1999
U.S. BANCORP
By /s/ David P. Grandstrand *
------------------------------------
Name: David P. Grandstrand
Title: Senior Vice President and
Treasurer
By /s/ Kenneth D. Nelson **
------------------------------------
Name: Kenneth D. Nelson
Title: Vice President
* To be signed by the Treasurer or any Assistant Treasurer or Senior Vice
President designated as an Authorized Officer.
** To be signed by a Vice President.
- 15 -
<PAGE>
EXHIBIT 4.2
U.S. BANCORP
Medium-Term Notes, Series M (Subordinated)
Officers' Certificate and Company Order
Pursuant to the Indenture dated as of October 1, 1991, as amended by a
First Supplemental Indenture dated as of April 1, 1993 (as so amended, the
"Indenture"), between U.S. Bancorp (the "Company") and Citibank, N.A., as
Trustee (the "Trustee"), resolutions adopted by the Company's Board of Directors
on November 17, 1999, and an authorization dated November 17, 1999, this
Officers' Certificate and Company Order is being delivered to the Trustee to
establish the terms of a series of Securities in accordance with Section 301 of
the Indenture, to establish the forms of the Securities of such series in
accordance with Section 201 of the Indenture, and to establish the procedures
for the authentication and delivery of specific Securities from time to time
pursuant to Section 303 of the Indenture. This Officers' Certificate and Company
Order shall be treated for all purposes under the Indenture as a supplemental
indenture thereto.
All conditions precedent provided for in the Indenture relating to the
establishment of (i) a series of Securities, (ii) the forms of such series of
Securities and (iii) the procedures for the authentication and delivery of such
series of Securities have been complied with.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture.
A. Establishment of Series pursuant to Section 301 of Indenture.
There is hereby established pursuant to Section 301 of the Indenture a
series of Securities which shall have the following terms:
(1) The Securities of such series shall bear the title "Medium-Term Notes,
Series M (Subordinated)" (referred to herein as the "Notes").
(2) There shall be no limitation on the aggregate principal amount of the
Notes of such series, however, unless otherwise specified in an Authentication
Certificate (as defined in Section C below), the aggregate principal amount of
the Notes of such series to be issued pursuant to this Officers' Certificate is
limited to $1,800,000,000 or the equivalent thereof in foreign currencies or
foreign currency units (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes of
such series pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and
except for any Notes which, pursuant to Section 303 of the Indenture, are deemed
never to have been authenticated and delivered thereunder) as such amount may be
reduced by the issuance of other series of the Securities. If so specified in an
Authentication Certificate, such $1,800,000,000 limit shall be increased to up
to $2,300,000,000.
<PAGE>
(3) Interest will be payable to the person in whose name a Note (or one or
more predecessor Notes) is registered at the close of business on the Regular
Record Date (as defined below) next preceding each Interest Payment Date (as
defined below); provided, however, that interest payable at maturity or upon
redemption will be payable to the person to whom principal shall be payable.
(4) Each Note within such series shall mature on a Business Day (as defined
below), 9 months or more from its date of issue as specified in such Note and in
the applicable Authentication Certificate; provided, however, that no Commercial
Paper Rate Note (as defined below) shall mature less than 9 months and 1 day
from its date of issue. Unless otherwise authorized by or pursuant to a
resolution of the Board of Directors of the Company, no Series M Note will
mature less than 1 year and 1 day from its date of issue. If the Maturity Date
specified in the applicable Authentication Certificate for any Note is a day
that is not a Business Day, principal will be paid on the next day that is a
Business Day with the same force and effect as if made on such specified
Maturity Date, except that, in the case of a LIBOR Note, if such Business Day is
in the next succeeding calendar month, such Maturity Date shall be the
immediately preceding Business Day. "Business Day" means (a) unless otherwise
specified in the applicable Authentication Certificate with respect to any Note,
any day that is not a Saturday or Sunday and that is not a day that banking
institutions in New York City are generally authorized or obligated by law or
executive order to close. For LIBOR Notes, a "Business Day" with respect to any
payment, is any day that is not a Saturday or Sunday and that is not a day that
banking institutions in New York City are generally authorized or obligated by
law or executive order to close, and is also a London Business Day, and with
respect to a LIBOR Interest Determination Date, is a London Business Day.
"London Business Day" means any day on which dealings in United States dollars
are transacted in the London interbank market.
(5) Each Note within such series that bears interest will bear interest at
either (a) a fixed rate (the "Fixed Rate Notes") or (b) a floating rate
determined by reference to one or more base rates, which may be adjusted by a
Spread and/or Spread Multiplier (each as defined below) (the "Floating Rate
Notes"). Notes within such series may also be issued as "Zero Coupon Notes"
which do not provide for any periodic payments of interest. Notes may be issued
as Original Issue Discount Notes at a discount from the principal amount thereof
due at the stated maturity as specified in the applicable Authentication
Certificate. Any Floating Rate Note may also have either or both of the
following as set forth in the applicable Authentication Certificate: (i) a
maximum interest rate limitation, or ceiling, on the rate of interest which may
accrue during any Interest Period (as defined below); and (ii) a minimum
interest rate limitation, or floor, on the rate of interest which may accrue
during any Interest Period. The interest rate on a 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. Under present New York
law, the maximum rate of interest is 25% per annum on a simple interest basis.
This limit may not apply to Notes in which $2,500,000 or more has been invested.
The applicable Authentication Certificate may designate any of the following
base rates ("Base Rates") as applicable to each Floating Rate Note: (a) the
Commercial Paper Rate, in which case such Note will be a "Commercial Paper Rate
Note"; (b) the Federal Funds Rate, in which case such Note will be a "Federal
Funds Rate Note"; (c) LIBOR, in which case such Note will be a "LIBOR Note"; (d)
the Prime Rate, in which case such Note will be a "Prime Rate Note"; (e) the CD
Rate, in which case
- 2 -
<PAGE>
such Note will be a "CD Rate Note"; (f) the Treasury Rate, in which case such
Note will be a "Treasury Rate Note"; (g) the CMT Rate, in which case such Note
will be a " CMT Rate Note"; or (h) one or more other Base Rates.
The interest rate on each Floating Rate Note for each Interest Period will
be determined by reference to (i) the applicable Base Rates specified in the
applicable Authentication Certificate for such Interest Period, plus or minus
the applicable Spread, if any, or multiplied by the applicable Spread
Multiplier, if any. The "Spread" is the number of basis points, or one-hundredth
of a percentage point, specified in the applicable Authentication Certificate to
be added or subtracted from the Base Rate for a Floating Rate Note. For example,
if a Note bears interest at LIBOR plus .01% and the Calculation Agent (as
defined below) determines that LIBOR is 5.00% per annum, the Note will bear
interest at 5.01% per annum until the next Interest Reset Date (as defined
below). The "Spread Multiplier" is the percentage specified in the applicable
Authentication Certificate to be applied to the Base Rate for a Floating Rate
Note. For example, if a Note bears interest at 90% of LIBOR, and the Calculation
Agent determines that LIBOR is 5.00% per annum, the Note will bear interest at
4.50% per annum until the next Interest Reset Date.
Each Note that bears interest will bear interest from and including its
date of issue or from and including the most recent Interest Payment Date to
which interest on such Note (or one or more predecessor Notes) has been paid or
duly provided for (i) at the fixed rate per annum applicable to the related
Interest Period, or (ii) at a rate per annum determined pursuant to the Base
Rates applicable to the related Interest Period or Interest Periods, in each
case as specified therein and in the applicable Authentication Certificate,
until the principal thereof is paid or made available for payment. Interest will
be payable on each Interest Payment Date and at maturity or upon redemption. The
first payment of interest on any Note originally issued after a Regular Record
Date and on or before an Interest Payment Date will be made on the Interest
Payment Date following the next succeeding Regular Record Date to the registered
holder on such next succeeding Regular Record Date. Interest rates and Base
Rates are subject to change by the Company from time to time but no such change
will affect any Note theretofore issued or which the Company has agreed to
issue. Unless otherwise specified in the applicable Authentication Certificate,
the "Interest Payment Dates" and the "Regular Record Dates" for Fixed Rate Notes
shall be as described below under "Fixed Rate Notes" and the "Interest Payment
Dates" and the "Regular Record Dates" for Floating Rate Notes shall be as
described below under "Floating Rate Notes".
The applicable Authentication Certificate will specify: (i) the issue
price, Interest Payment Dates and Regular Record Dates; (ii) with respect to any
Fixed Rate Note, the interest rate; (iii) with respect to any Floating Rate
Note, the Initial Interest Rate (as defined below), the method (which may vary
from Interest Period to Interest Period) of calculating the interest rate
applicable to each Interest Period (including, if applicable, the fixed rate per
annum applicable to one or more Interest Periods, the period to maturity of any
instrument on which the Base Rate for any Interest Period is predicated (the
"Index Maturity"), the Spread and/or Spread Multiplier, the Interest
Determination Dates (as defined below), the Interest Reset Dates and any minimum
or maximum interest rate limitations); (iv) whether such Note is an Original
Issue Discount Note; and (v) any other terms related to interest on the Notes.
- 3 -
<PAGE>
Fixed Rate Notes
- - - - - - - - - - - - - - - - - ----------------
Each Fixed Rate Note, whether or not issued as an Original Issue Discount
Note, will bear interest at the annual rate specified therein and in the
applicable Authentication Certificate. Unless otherwise specified in the
applicable Authentication Certificate, the Interest Payment Dates for the Fixed
Rate Notes will be on February 1 and August 1 of each year and at maturity or
upon redemption and the Regular Record Dates for the Fixed Rate Notes will be on
the day (whether or not a Business Day) fifteen calendar days preceding each
Interest Payment Date. Unless otherwise specified in the applicable
Authentication Certificate, interest payments for Fixed Rate Notes shall be the
amount of interest accrued to, but excluding, the relevant Interest Payment
Date. Interest on Fixed Rate Notes will be computed and paid on the basis of a
360-day year of twelve 30-day months. In the event that any Interest Payment
Date or any applicable Redemption Date on a Fixed Rate Note is not a Business
Day, such Interest Payment Date or Redemption Date shall be postponed to the
next day that is a Business Day, and no interest will accrue during the period
from and after the scheduled Interest Payment Date or Redemption Date, as the
case may be.
Floating Rate Notes
- - - - - - - - - - - - - - - - - -------------------
Unless otherwise specified in the applicable Authentication Certificate and
except as provided below, interest on Floating Rate Notes will be payable on the
following Interest Payment Dates: in the case of Floating Rate Notes with a
daily, weekly or monthly Interest Reset Date, on the third Wednesday of each
month of each year; in the case of Floating Rate Notes with a quarterly Interest
Reset Date, on the third Wednesday of March, June, September and December of
each year; in the case of Floating Rate Notes with a semi-annual Interest Reset
Date, on the third Wednesday of the two months of each year specified in the
applicable Authentication Certificate; and in the case of Floating Rate Notes
with an annual Interest Reset Date, on the third Wednesday of the month of each
year specified in the applicable Authentication Certificate. Interest will also
be paid at maturity or upon redemption. Unless otherwise specified in the
applicable Authentication Certificate, the Regular Record Dates for the Floating
Rate Notes will be on the day (whether or not a Business Day) fifteen calendar
days preceding each Interest Payment Date. In the event that any Interest
Payment Date or any applicable Redemption Date for any Floating Rate Note is not
a Business Day, such Interest Payment Date or Redemption Date shall be postponed
to the next day that is a Business Day, except that, in the case of a LIBOR
Note, if such Business Day is in the next succeeding calendar month, such
Interest Payment Date or Redemption Date shall be the immediately preceding
Business Day.
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (the date on which each
such reset occurs, an "Interest Reset Date"), as specified in the applicable
Authentication Certificate. Unless otherwise specified in the applicable
Authentication Certificate, the Interest Reset Date will be as follows: in the
case of Floating Rate Notes which are reset daily, each Business Day; in the
case of Floating Rate Notes (other than Treasury Rate Notes) which are reset
weekly, the Wednesday of each week; in the case of Treasury Rate Notes which are
reset weekly, the Tuesday of each week (except if the auction date falls on a
Tuesday, then the next Business Day, as provided
- 4 -
<PAGE>
below); in the case of Floating Rate Notes which are reset monthly, the third
Wednesday of each month; in the case of Floating Rate Notes which are reset
quarterly, the third Wednesday of March, June, September and December of each
year; in the case of Floating Rate Notes which are reset semi-annually, the
third Wednesday of the two months of each year specified in the applicable
Authentication Certificate; and in the case of Floating Rate Notes which are
reset annually, the third Wednesday of the month of each year specified in the
applicable Authentication Certificate.
The interest rate in effect from the date of issue to the first Interest
Reset Date with respect to a Floating Rate Note (the "Initial Interest Rate")
will be as specified in the applicable Authentication Certificate. If any
Interest Reset Date for any Floating Rate Note 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 in the case of a LIBOR Note, if such
Business Day is in the next succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day.
Unless otherwise specified in the applicable Authentication Certificate,
the interest rate determined with respect to any Interest Determination Date
will become effective on and as of the next succeeding Interest Reset Date. As
used herein, "Interest Determination Date" means the date as of which the
interest rate for a Floating Rate Note is to be calculated, to be effective as
of the following Interest Reset Date and calculated on the related Calculation
Date (as defined below). Unless otherwise specified in the applicable
Authentication Certificate, the Interest Determination Date pertaining to any
Interest Reset Date for a Commercial Paper Rate Note, a Federal Funds Rate Note,
a LIBOR Note, a Prime Rate Note, a CD Rate Note or a CMT Rate Note (the
"Commercial Paper Interest Determination Date", the "Federal Funds Interest
Determination Date", the "LIBOR Interest Determination Date", the "Prime
Interest Determination Date", the "CD Interest Determination Date", and the "CMT
Interest Determination Date" will be the second Business Day prior to such
Interest Reset Date. Unless otherwise specified in the applicable Authentication
Certificate, the Interest Determination Date pertaining to an Interest Reset
Date for a Treasury Rate Note (the "Treasury Interest Determination Date") will
be the day of the week on which Treasury Bills (as defined below) would normally
be auctioned in the week in which such Interest Reset Date falls. If, as the
result of a legal holiday, an auction is so held on the preceding Friday, such
Friday will be the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an auction date
shall fall on any Interest Reset Date for a Treasury Rate Note, then such
Interest Reset Date shall instead be the first Business Day immediately
following such auction date. The Interest Determination Date pertaining to a
Floating Rate Note the interest rate of which is determined by reference to two
or more Base Rates will be the latest Business Day which is at least two
Business Days prior to such Interest Reset Date for such Floating Rate Note on
which each Base Rate is determinable.
Unless otherwise specified in the applicable Authentication Certificate,
interest payments on an Interest Payment Date for a Floating Rate Note will
include interest accrued from, and including, the most recent Interest Payment
Date to which interest has been paid or duly provided for (or from, and
including, the date of issue if no interest has been paid or duly provided for
with respect to such Floating Rate Note) to, but excluding, the next Interest
Payment
- 5 -
<PAGE>
Date (each such interest accrual period, an "Interest Period"), or if earlier
the date on which the principal is paid or duly made available for payment.
Accrued interest from the date of issue or from the last date to which interest
has been paid or duly provided for to the date for which interest is being
calculated shall be calculated by multiplying the face amount of a Floating Rate
Note by the applicable accrued interest factor (the "Accrued Interest Factor").
The Accrued Interest Factor shall be computed by adding together the interest
factors calculated for each day from the date of issue, or from the last date to
which interest has been paid or duly provided for to the date for which accrued
interest is being calculated. Unless otherwise specified in the applicable
Authentication Certificate, the interest factor for each such day shall be
computed by dividing the per annum interest rate applicable to such day by 360
in the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR
Notes, Prime Rate Notes, and CD Rate Notes, or by the actual number of days in
the year in the case of Treasury Rate Notes and CMT Rate Notes. The interest
rate in effect on each day will be (i) if such day is an Interest Reset Date,
the interest rate with respect to the Interest Determination Date pertaining to
such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date relating to the
next preceding Interest Reset Date, subject in either case to any maximum or
minimum interest rate referred to above or in the applicable Authentication
Certificate.
Unless otherwise specified in the applicable Authentication Certificate,
U.S. Bank Trust National Association will be the "Calculation Agent". On or
before each Calculation Date, the Calculation Agent will determine the interest
rate as described below and notify the Paying Agent. The Paying Agent will
determine the Accrued Interest Factor applicable to any such Floating Rate Note.
The Paying Agent will, upon the request of the holder of any Floating Rate Note,
provide the interest rate then in effect and the interest rate which will become
effective as a result of a determination made with respect to the most recent
Interest Determination Date with respect to such Floating Rate Note. The
determinations of interest rates made by the Calculation Agent shall be
conclusive and binding, and neither the Trustee nor the Paying Agent shall have
the duty to verify determinations of interest rates made by the Calculation
Agent. The determinations of Accrued Interest Factors made by the Paying Agent
shall be conclusive and binding. Unless otherwise specified in the applicable
Authentication Certificate, the "Calculation Date", if applicable, pertaining to
any Interest Determination Date on a Floating Rate Note will be the earlier of
(i) the tenth calendar day after such Interest Determination Date, or, if any
such day is not a Business Day, the following Business Day, and (ii) the
Business Day before the applicable Interest Payment Date, Redemption Date or
Maturity Date.
Unless otherwise specified in the applicable Authentication Certificate,
all percentages resulting from any calculation on Floating Rate Notes will be
rounded, if necessary, to the nearest one hundred-thousandth of one percentage
point, with five one-millionths of one percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)); all calculations of the
Accrued Interest Factor for any day on Floating Rate Notes will be rounded, if
necessary, to the nearest one hundred-millionth, with five one-billionths
rounded upward (e.g. .098765455 being rounded to .09876546 and .098765454 being
rounded to .09876545); and all dollar amounts used in or resulting from such
calculations on Floating Rate Notes will be rounded to the nearest cent (with
one-half cent being rounded upward).
- 6 -
<PAGE>
Commercial Paper Rate. Commercial Paper Rate Notes will bear interest at
the interest rates (calculated with reference to the Commercial Paper Rate and
the Spread and/or Spread Multiplier, if any) specified in the Commercial Paper
Rate Notes and in the applicable Authentication Certificate. Commercial Paper
Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"Commercial Paper Rate" means, for any Commercial Paper Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on that
date for commercial paper having the Index Maturity specified in the applicable
Authentication Certificate as published in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication of the Board of Governors
of the Federal Reserve System ("H.15 (519)") under the heading "Commercial Paper
- - - - - - - - - - - - - - - - - -- Nonfinancial."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above: (1) If the rate is not published by
3:00 p.m., New York City time, on the Calculation Date (as defined below)
relating to the Commercial Paper Interest Determination Date, then the
Commercial Paper Rate will be the Money Market Yield of the rate on the
Commercial Paper Interest Determination Date for commercial paper having the
Index Maturity specified in the applicable Authentication Certificate as set
forth in the daily update of H.15(519), available through the worldwide website
of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication ("H.15 Daily Update"), under the heading "Commercial Paper --
Nonfinancial;" (2) If by 3:00 p.m., New York City time, on the Calculation Date
the rate is not published in either H.15(519) or the H.15 Daily Update, then the
Calculation Agent shall determine the Commercial Paper Rate to be the Money
Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New
York City time, on the 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, for commercial paper
having the Index Maturity specified in the applicable Authentication Certificate
placed for an industrial issuer whose bond rating is "AA," or the equivalent,
from a nationally recognized securities rating agency; provided, however, that
if the dealers selected by the Calculation Agent are not quoting as described
above in this sentence, the Commercial Paper Rate in effect immediately before
the Commercial Paper Interest Determination Date will not change and will remain
the Commercial Paper Rate in effect on the Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360
------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for the 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 the interest is being
calculated.
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<PAGE>
Federal Funds Rate. Federal Funds Rate Notes will bear interest at the
interest rates (calculated with reference to the Federal Funds Rate and the
Spread and/or Spread Multiplier, if any) specified in the Federal Funds Rate
Notes and in the applicable Authentication Certificate. Federal Funds Rate Notes
will be subject to the minimum interest rate and maximum interest rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"Federal Funds Rate" means, for any Federal Funds Interest Determination Date,
the rate on that date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120, or any other page as may replace the
applicable page on that service, which is commonly referred to as "Telerate Page
120." The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above: (1) If the above rate is not published by 3:00
p.m., New York City time, on the Calculation Date for the Federal Funds Interest
Determination Date, the Federal Funds Rate will be the rate published in H.15
Daily Update under the heading "Federal Funds (Effective);" (2) If neither of
the above rates are published by 3:00 p.m., New York City time, on the
Calculation Date for the Federal Funds Interest Determination Date, the
Calculation Agent will determine the Federal Funds Rate to be the arithmetic
mean of the rates for the last transaction in overnight U.S. dollar Federal
Funds arranged by three leading dealers of Federal Funds transactions in the
City of New York selected by the Calculation Agent, after consultation with the
Company, as of 3:00 p.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if the dealers selected by the
Calculation Agent are not quoting as specified above in this sentence, the
Federal Funds Rate in effect immediately before the Federal Funds Interest
Determination Date will not change and will remain the Federal Funds Rate in
effect on the Federal Funds Interest Determination Date.
LIBOR. LIBOR Notes will bear interest at the interest rates (calculated
with reference to LIBOR and the Spread and/or Spread Multiplier, if any)
specified in the LIBOR Notes and in the applicable Authentication Certificate.
LIBOR Notes will be subject to the minimum interest rate and maximum interest
rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
LIBOR will be determined by the Calculation Agent in accordance with the
following provisions: (1) For any LIBOR Interest Determination Date, LIBOR will
be the rates for deposits in U.S. dollars having the Index Maturity specified in
the applicable Authentication Certificate, on the second London Business Day
before the LIBOR Interest Reset Date, that is displayed on Bridge Telerate,
Inc., or any other successor service, as of 11:00 a.m London time, on page 3750,
or any other page as may replace the applicable page on that service, which is
commonly referred to as "Telerate Page 3750;" (2) If no rate appears, the
Calculation Agent will request that the principal London offices of each of four
major banks in the London interbank market, selected by the Calculation Agent,
after consultation with the Company, at approximately 11:00 a.m., London time,
on the LIBOR Interest Determination Date provide the Calculation Agent with
their offered quotation for deposits in U.S. dollars having the Index Maturity
designated in the applicable Authentication Certificate on the second Business
Day before the LIBOR Interest Reset Date, and in a principal amount, not less
than U.S. $1,000,000, that in the judgment of the Calculation Agent, is
representative of a single transaction in the market at that time. If at least
two quotations are
- 8 -
<PAGE>
provided, LIBOR for the LIBOR Interest Determination Date will be the arithmetic
mean of these quotations; (3) If fewer than two quotations are provided, LIBOR
will be determined for the applicable LIBOR Interest Determination Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City
time, by three major banks in the City of New York selected by the Calculation
Agent, after consultation with the Company, for loans in U.S. dollars to leading
European banks, having the Index Maturity specified in the applicable
Authentication Certificate, on the second London Business Day before the LIBOR
Interest Reset Date and in a principal amount of not less than U.S. $1,000,000
that, in the judgment of the Calculation Agent, is representative of a single
transaction in the market at that time; provided, however, that if the banks so
selected by the Calculation Agent are not quoting as specified above in this
sentence, LIBOR in effect immediately before the LIBOR Interest Determination
Date will not change and will remain the LIBOR in effect on such LIBOR Interest
Determination Date.
Prime Rate. Prime Rate Notes will bear interest at the interest rates
(calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any) specified in the Prime Rate Notes and in the applicable
Authentication Certificate. Prime Rate Notes will be subject to the minimum
interest rate and maximum interest rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"Prime Rate" means, for any Prime Interest Determination Date, the rate on that
date as published in H.15(519) under the Heading "Bank Prime Loan." The
following procedures will be followed if the Prime Rate cannot be determined as
described in the previous sentence: (1) If the rate is not published prior to
9:00 a.m, New York City time, on the Calculation Date, then the Prime Rate will
be the rate on that Prime Interest Determination Date as published in the H.15
Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date in
either H.15(519) or the H.15 Daily Update, then the Calculation Agent will
determine the Prime Rate to be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on that Prime Interest Determination Date by at least three
major banks in the City of New York selected by the Calculation Agent, after
consultation with the Company. If the banks selected are not quoting as
mentioned in the previous sentences, the Prime Rate will remain the Prime Rate
for the immediately preceding Interest Reset Period, or if there was no Interest
Reset Period, the rate of interest payable will be the Initial Interest Rate.
CD Rate. CD Rate Notes will bear interest at the interest rates (calculated
with reference to the CD Rate and the Spread and/or Spread Multiplier, if any)
specified in the CD Rate Notes and in the applicable Authentication Certificate.
CD Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"CD Rate" means, for any CD Interest Determination Date, the rate on that date
for negotiable certificates of deposit having the Index Maturity specified in
the applicable Authentication Certificate as this rate is published in H.15(519)
under the heading "CD's (secondary market)." The following procedures will be
followed if the CD Rate cannot be determined as described above: (1) If by 3:00
p.m., New York City time, on the Calculation Date related to the CD Interest
Determination Date, this rate is not published in H.15(519), then the CD Rate
shall be
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<PAGE>
the rate on the CD Interest Determination Date for negotiable certificates of
deposit of the Index Maturity designated in the applicable Authentication
Certificate and published in the H.15 Daily Update under the heading "CD
(secondary market);" (2) If by 3:00 p.m., New York City time, on the Calculation
Date, the rate is not published in either H.15(519) or the H.15 Daily Update,
the Calculation Agent will calculate the CD Rate to be the arithmetic mean of
the secondary market offered rates as of 3:00 p.m., New York City time, on the
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 U.S. money market banks which are then rated
A-1+ by Standard & Poor's Ratings Group and P-1 by Moody's Investor Service, and
with a remaining maturity closest to the Index Maturity specified in the
applicable Authentication Certificate in denominations of $5,000,000; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as described above in this sentence, the CD Rate in effect
immediately before that CD Interest Determination Date will not change and will
remain the CD Rate in effect on that CD Interest Determination Date.
Treasury Rate. Treasury Rate Notes will bear interest at the interest rates
(calculated with reference to the Treasury Rate and the Spread and/or Spread
Multiplier, if any) specified in the Treasury Rate Notes and in the applicable
Authentication Certificate. Treasury Rate Notes will be subject to the minimum
interest rate and maximum interest rate, if any.
Unless otherwise specified in the applicable Authentication Certificate,
"Treasury Rate" means, for any Treasury Interest Determination Date, the rate
for the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified in the applicable
Authentication Certificate as this rate is displayed on Bridge Telerate, Inc.,
or any successor service under the caption "Investment Rate" on page 56 or 57,
or other page as may replace the applicable page on that service, which is
commonly referred to as "Telerate Page 56" or "Telerate Page 57," as the case
may be, or if not published on Bridge Telerate, Inc., by 3:00 p.m., New York
City time, on the Calculation Date for the Treasury Interest Determination Date,
the rate published in H.15 Daily Update under the heading "U.S. Government
Securities/Treasury Bills/Auction High." The following procedures will be
followed if the Treasury Rate cannot be determined as described above: (1) If
not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation
Date for the Treasury Interest Determination Date, the Treasury Rate will be the
bond equivalent yield of the auction rate of the applicable Treasury Bills on
the Treasury Interest Determination Date as announced by the U.S. Department of
the Treasury; (2) If by 3:00 p.m., New York City time on the Calculation Date,
the results of the auction of Treasury Bills having the Index Maturity
designated in the applicable Authentication Certificate are not otherwise as
provided in the applicable Authentication Certificate or if no auction is held
in a particular week, then the Calculation Agent will calculate the Treasury
Rate to 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 3:30 p.m. New York City
time, on the Treasury Interest Determination Date, of three leading primary
United States government securities dealers selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest to the Index
Maturity specified in the applicable Authentication Certificate; provided,
however, that if the dealers selected by the Calculation Agent are not quoting
as described above in this sentence, the Treasury Rate in effect
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<PAGE>
immediately before the Treasury Interest Determination Date will not change and
will remain the Treasury Rate in effect on such Treasury Interest Determination
Date.
CMT Rate. CMT Rate Notes will bear interest at the interest rates
(calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any) specified in the CMT Rate Note and in the applicable
Authentication Certificate. CMT Rate Notes will be subject to the minimum
interest rate and maximum interest rate, if any.
Unless otherwise specified in the applicable Authentication
Certificate, "CMT Rate" means, for any CMT Interest Determination Date, the rate
reported on Bridge Telerate, Inc., or any successor service, under the heading
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve Board
Release H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or any other page as
may replace the applicable page on that service, which is commonly referred to
as "Telerate Page 7051." The following procedures will be followed if the CMT
Rate cannot be determine as described above: If the CMT Rate is not available by
3:00 p.m., New York City Time, on the Calculation Date pertaining to such CMT
Interest Determinate Date, the Calculation Agent will calculate the CMT Rate for
the CMT Interest Determination Date which will be the bond equivalent yield to
maturity of the arithmetic mean of the secondary market bid rates, as of 3:00
p.m., New York City time, on the applicable CMT Interest Determination Date,
reported, according to their written records, by three leading primary United
States government securities dealers in the City of New York (the "Reference
Dealers") selected by the Calculation Agent, after consultation with the
Company, for the most recently issued direct noncallable fixed rate Treasury
Bills with an original maturity approximately equal to the applicable Index
Maturity; provided, however, that if fewer than three Reference Dealers selected
by the Calculation Agent are quoting as described above in this sentence, the
CMT Rate in effect immediately before the CMT Interest Determination Date will
not change and will remain the CMT Rate then in effect on such CMT Interest
Determination Date.
Zero Coupon Notes
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The specific terms of any Zero Coupon Notes will be set forth in the
applicable Authentication Certificate.
(6) Unless otherwise specified in the applicable Authentication
Certificate, principal of (and premium, if any) and interest (if any) on the
Notes will be payable, and, except as provided in Section 305 of the Indenture
with respect to any Global Security (as defined below) representing Book-Entry
Notes (as defined below), the transfer of the Notes will be registrable and
Notes will be exchangeable for Notes bearing identical terms and provisions at
the corporate trust office of U.S. Bank Trust National Association (the "Paying
Agent"), in the City of New York, New York, provided that payments of interest
with respect to any Certificated Note (as defined below), other than interest at
maturity or upon redemption, may be made at the option of the Company by check
mailed to the address of the person or entity entitled thereto as it appears on
the security register of the Company at the close of business on the Regular
Record Date corresponding to the relevant Interest Payment Date. Unless
otherwise specified in the applicable Authentication Certificate, holders of
$10,000,000 or more in aggregate principal amount of Certificated Notes shall be
entitled to receive payments of interest, other than interest
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<PAGE>
at maturity or upon redemption, by wire transfer of immediately available funds,
if appropriate wire transfer instructions have been given to the Paying Agent in
writing not later than the Regular Record Date prior to the applicable Interest
Payment Date.
(7) If so specified in the applicable Authentication Certificate, the Notes
will be redeemable at the option of the Company on the date or dates prior to
maturity specified in the applicable Authentication Certificate at the price or
prices specified in the applicable Authentication Certificate (unless otherwise
specified in such Authentication Certificate, in the case of Notes other than
Zero Coupon Notes or certain interest bearing notes issued as Original Issue
Discount Notes, expressed as a specified percentage of the principal amount of
such Note, together with accrued interest, if any, to the date of redemption
stated in the applicable Authentication Certificate. Unless otherwise specified
in the applicable Authentication Certificate, in the case of Zero Coupon Notes
or certain interest bearing Notes issued as Original Issue Discount Notes (as
specified in the applicable Authentication Certificate), as a specified
percentage of the Amortized Face Amount (as defined below) of such Note as
described in Paragraph (13) below), together with accrued interest, if any, to
the date of redemption (or, in the case of any interest bearing Note issued as
an Original Issue Discount Note, any accrued but unpaid "qualified stated
interest" payments (as specified in Paragraph (13) below)). Unless otherwise
specified in the applicable Authentication Certificate, the Company may redeem
any of the Notes which are redeemable and remain outstanding either in whole or
from time to time in part upon the terms and conditions set forth in Article XI
of the Indenture.
(8) Unless otherwise specified in the applicable Authentication
Certificate, the Company shall not be obligated to redeem or purchase any Notes
of such series pursuant to any sinking fund or analogous provisions or at the
option of any Holder.
(9) Unless otherwise specified in the applicable Authentication
Certificate, Notes of such series, other than Foreign Currency Notes (as defined
below), may be issued only in fully registered form and the authorized
denomination of the Notes of such series shall be $1,000 or any amount in excess
of $1,000 which is an integral multiple of $1,000. Foreign Currency Notes will
be issued in the denominations specified in the applicable Authentication
Certificate.
(10) The Notes may be denominated, and payments of principal of and
interest on the Notes will be made, in United States dollars or in such foreign
currencies or foreign currency units as may be specified in the applicable
Authentication Certificate ("Foreign Currency Notes").
(11) Except as otherwise described in Paragraph (5) above and Paragraph
(13) below, the amount of payments of principal of and any premium or interest
on the Notes will not be determined with reference to an index.
(12) Unless otherwise specified in the applicable Authentication
Certificate, the Notes shall be subject to the events of default specified in
Section 501, paragraphs (1) through (7), of the Indenture.
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<PAGE>
(13) The portion of the principal amount of the Notes, other than Original
Issue Discount Notes, (including any Zero Coupon Notes) which shall be payable
upon declaration of acceleration of maturity thereof shall not be other than the
principal amount thereof. Unless otherwise specified in the applicable
Authentication Certificate, the portion of the principal amount of Zero Coupon
Notes and certain interest bearing Notes issued as Original Issue Discount Notes
(as specified in the applicable Authentication Certificate) upon any
acceleration of the maturity thereof will be the Amortized Face Amount and in
the case of an interest bearing note issued as an Original Issue Discount Note,
any accrued but unpaid qualified stated interest payments. Unless otherwise
specified in the applicable Authentication Certificate, the amount payable to
the holder of such Original Issue Discount Note upon any redemption thereof will
be the applicable specified percentage of the Amortized Face Amount thereof
specified in the applicable Authentication Certificate, and in the case of any
interest bearing Note issued as an Original Issue Discount Note, any accrued but
unpaid "qualified stated interest" payments (as defined in the Treasury
Regulations regarding original issue discount issued by the Treasury Department
(the "Regulations")). The "Amortized Face Amount" of an Original Issue Discount
Note is equal to the sum of (i) the Issue Price (as defined below) of such
Original Issue Discount Note and (ii) that portion of the difference between the
Issue Price and the principal amount of such Original Issue Discount Note that
has been amortized at the Stated Yield (as defined below) of such Original Issue
Discount Note (computed in accordance with Section 1272(a)(4) of the Internal
Revenue Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in
each case as in effect on the issue date of such Original Issue Discount Note)
at the date as of which the Amortized Face Amount is calculated. In no event can
the Amortized Face Amount exceed the principal amount of such Note due at the
stated maturity thereof. As used in the preceding sentence, the term "Issue
Price" means the principal amount of such Original Issue Discount Note due at
the stated maturity thereof less the "Original Issue Discount" of such Original
Issue Discount Note specified on the face thereof and in the applicable
Authentication Certificate. The term "Stated Yield" of such Original Issue
Discount Note means the "Yield to Maturity" specified on the face of such
Original Issue Discount Note and in the applicable Authentication Certificate
for the period from the Original Issue Date of such Original Issue Discount
Note, as specified on the face of such Original Issue Discount Note and in the
applicable Authentication Certificate, to the stated maturity thereof based on
its Issue Price and stated redemption price at maturity thereof.
(14) Each Note will be represented by either a global security (a "Global
Security") registered in the name of a nominee of the Depository (each such Note
represented by a Global Security being herein referred to as a "Book-Entry
Note") or a certificate issued in definitive registered form, without coupons (a
"Certificated Note"), as set forth in the applicable Authentication Certificate.
Unless otherwise specified in the applicable Authentication Certificate, The
Depository Trust Company will act as Depositary. Except as provided in Section
305 of the Indenture, Book-Entry Notes will not be issuable in certificated form
and will not be exchangeable or transferable. So long as the Depositary or its
nominee is the registered holder of any Global Security, the Depositary or its
nominee, as the case may be, will be considered the sole Holder of the
Book-Entry Note or Notes represented by such Global Security for all purposes
under the Indenture and the Notes.
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<PAGE>
(15) The Notes shall be subject to the subordination provisions contained
in Article Thirteen of the Indenture.
(16) Any Authentication Certificate supplemental to this Officers'
Certificate and Company Order shall be executed on behalf of the Company by Vice
President and an Assistant Vice President. Subject to the terms of the Indenture
and the resolutions and authorization referred to in the first paragraph hereof,
the Notes shall have such other terms (which may be in addition to or different
from the terms set forth herein) as are specified in the applicable
Authentication Certificate.
B. Establishment of Note Forms pursuant to Section 201 of Indenture.
It is hereby established pursuant to Section 201 of the Indenture that the
Global Securities representing Book-Entry Notes shall be substantially in the
forms attached as Exhibits A, B, C and D hereto, unless a different form is
provided in the applicable Authentication Certificate (which Authentication
Certificate shall be an "Officers' Certificate" satisfying the requirements of
Section 201 of the Indenture).
C. Establishment or Procedures for Authentication of Notes Pursuant to
Section 303 of Indenture.
It is hereby ordered pursuant to Section 303 of the Indenture that Notes
may be authenticated by the Trustee and issued in accordance with the
Administrative Procedures attached hereto as Exhibit E and upon receipt by the
Trustee (including by facsimile) of an Authentication Certificate supplemental
to this Officers' Certificate and Company Order, in substantially the form
attached as Exhibit F hereto (an "Authentication Certificate"), setting forth
the information specified or contemplated therein for the particular Notes to be
authenticated and issued. At least one officer signing each Authentication
Certificate shall be an Authorized Officer as defined in the resolutions
referred to in the first paragraph hereof.
D. Other Matters.
The applicable Authentication Certificate shall specify any agent of the
Company designated for the purpose of delivering, for cancellation by the
Trustee pursuant to Section 309 of the Indenture, Notes which have not been
issued and sold by the Company.
Attached as Exhibit G hereto are true and correct copies of resolutions
duly adopted by the Board of Directors of the Company on November 17, 1999, and
of an authorization dated November 17, 1999, duly executed by the Chief
Financial Officer of the Company, designating certain additional Authorized
Officers pursuant to the resolutions adopted November 17, 1999, such resolutions
and authorization have not been further amended, modified or rescinded and
remain in full force and effect; and such resolutions and authorization are the
only resolutions and authorization adopted by the Company's Board of Directors
or by any Authorized Officers relating to the offering and sale of the Notes.
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<PAGE>
The undersigned have read the pertinent sections of the Indenture including
the related definitions contained therein. The undersigned have examined the
resolutions adopted by the Board of Directors of the Company and the
authorization duly executed by the Chief Financial Officer of the Company. In
the opinion of the undersigned, the undersigned have made such examination or
investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not the conditions precedent to the establishment of
(i) a series of Securities, (ii) the forms of such Securities and (iii) the
procedures for authentication of such series of Securities, contained in the
Indenture have been complied with. In the opinion of the undersigned, such
conditions have been complied with.
Dated: December 17, 1999
U.S. BANCORP
By /s/ David P. Grandstrand *
------------------------------------
Name: David P. Grandstrand
Title: Senior Vice President and
Treasurer
By /s/ Kenneth D. Nelson **
------------------------------------
Name: Kenneth D. Nelson
Title: Vice President
* To be signed by the Treasurer or any Assistant Treasurer or Senior Vice
President designated as an Authorized Officer.
** To be signed by a Vice President.
- 15 -
<PAGE>
EXHIBIT 4.3(a)
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized representative
of The Depositary Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depositary Trust Company and
any payment 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.
REGISTERED REGISTERED
Principal Amount:
No. LA- $
CUSIP
No.
U.S. BANCORP
Medium-Term Note, Series L (Senior)
(Global Fixed Rate Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________________________ or registered assigns, the
principal sum of ___________________ DOLLARS ($________) on the Maturity Date
shown above or, together with any premium thereon, upon any applicable
Redemption Date, and to pay interest thereon from the Original Issue Date shown
above or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, on (but excluding) each February 1
and August 1 or such other dates, if any, as are specified under "Other Terms"
above (the "Interest Payment Dates"), commencing with the Interest Payment Date
immediately following the Original Issue Date, at the rate per annum equal to
the Interest Rate shown above, until the principal hereof is paid or made
available for payment; provided, however, that if the Original Issue Date is
between a Regular Record Date and an Interest Payment Date, interest payments
will be made on the Interest Payment Date following the next succeeding Regular
Record Date. The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will as provided in the Indenture be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close
<PAGE>
of business on the Regular Record Date related to the Interest Payment Date,
which shall, unless otherwise specified under "Other Terms" above, be the day
(whether or not a Business Day) fifteen calendar days preceding each Interest
Payment Date; provided, however, that interest payable on the Maturity Date of
this Note or any applicable Redemption Date shall be payable to the Person to
whom principal shall be payable. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder hereof on
such Regular Record Date and may 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, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date. In the event that any Maturity
Date is not a Business Day, the principal otherwise payable on such date will be
paid on the next day that is a Business Day with the same force and effect as if
made on such Maturity Date, and no interest will accrue for the period from and
after that Maturity Date. In the event that any Interest Payment Date or any
applicable Redemption Date is not a Business Day, such Interest Payment Date or
Redemption Date shall be postponed to the next day that is a Business Day, and
no interest will accrue for the period from and after that Interest Payment Date
or Redemption Date. Payment of the principal of (and premium, if any) and
interest on this Note will be made at the corporate trust office of the Paying
Agent, U.S. Bank Trust National Association, maintained for that purpose in the
Borough of Manhattan, the City of New York, 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. Payment of the principal of (and premium, if any)
and interest on this Note due on the Maturity Date or any applicable Redemption
Date will be made in immediately available funds upon presentation of this Note.
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months. If possible Redemption Dates or periods within which Redemption
Dates may occur and the related Redemption Prices (expressed as percentages of
the principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice mailed to the registered holder of the Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee identified below, by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
U.S. BANCORP
Dated: By_____________________________
Vice President
Attest_________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
Indenture.
CITIBANK, N.A.,
as Trustee
By________________________________
Authorized Signatory
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By________________________________
Authorized Officer
- 3 -
<PAGE>
[Reverse Side of Note]
U.S. BANCORP
Medium-Term Note, Series L (Senior)
(Global Fixed Rate Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of October 1, 1991 (herein called the
"Indenture"), between the Company and Citibank, N.A., 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated herein. By the terms of the
Indenture, additional Notes of this series and of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided, may be
issued in an unlimited principal amount.
If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth on the face hereof under
"Redemption Terms", this Note is subject to redemption prior to the Maturity
Date upon not less than 30 nor more than 60 days' notice mailed to the Person in
whose name this Note is registered at such address as shall appear in the
Security Register of the Company, on any Redemption Date so specified or
occurring within any period so specified, as a whole or in part, at the election
of the Company, at the applicable Redemption Price so specified, together in the
case of any such redemption with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest whose Stated Maturity is
on or prior to such Redemption Date will be payable to the Holder of this Note
(or one or more predecessor Notes) at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.
In the event of redemption of less than all of the principal of this Note, a new
Note of this series and of like tenor of an authorized denomination representing
the unredeemed portion of this Note will be issued in the name of the Holder
hereof upon the cancellation hereof. Unless otherwise specified on the face
hereof under "Redemption Terms," this Note is not subject to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of all the Notes may (subject to the conditions
set forth in the Indenture) be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time
- 4 -
<PAGE>
Outstanding of each series to be affected and, for certain purposes, without the
consent of the Holders of any Notes at the time Outstanding. The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Notes of each series at the time Outstanding, on behalf
of the Holders of all Notes of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
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 premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of
like tenor of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Unless otherwise set forth on the face hereof, under "Other Terms", the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 or any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, 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 in the Security Register 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.
This Note may have such additional or different terms as are set forth
on the face hereof under "Other Terms." Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.
- 5 -
<PAGE>
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
- 6 -
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in 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
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
___________________________________________
(State)
Additional abbreviations may be used though not in the above list.
- 7 -
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
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- - - - - - - - - - - - - - - - - -----------------------
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- -------------------------------------
-------------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
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<PAGE>
EXHIBIT 4.3(b)
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized representative
of The Depositary Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depositary Trust Company and
any payment 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.
REGISTERED REGISTERED
Principal Amount:
No. LB- $
CUSIP
No.
U.S. BANCORP
Medium-Term Note, Series L (Senior)
(Global Floating Rate Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL INTEREST RATE: SPREAD:
BASE RATE (and, if SPREAD MULTIPLIER:
applicable, related Interest Periods):
[ ]Commercial Paper Rate REDEMPTION TERMS:
[ ]Federal Funds Rate
[ ]LIBOR
[ ]Prime Rate
[ ]CD Rate
[ ]Treasury Rate
[ ]CMT Rate
[ ]Other (see "Other Terms") OTHER TERMS:
INDEX MATURITY:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET DATES:
INTEREST PAYMENT DATES:
<PAGE>
U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _________________________________ or registered assigns, the
principal sum of ____________________________ DOLLARS ($______________) on the
Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date, and to pay interest thereon from the Original Issue
Date shown above or, except as otherwise specified below, from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, on each Interest Payment Date shown above, commencing with the
Interest Payment Date immediately following the Original Issue Date, at the rate
per annum determined in accordance with the provisions set forth on the reverse
side hereof relating to the applicable Base Rate specified above, until the
principal hereof is paid or made available for payment; provided, however, that
if the Original Issue Date is between a Regular Record Date and an Interest
Payment Date, interest payments will be made on the Interest Payment Date
following the next succeeding Regular Record Date. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will as
provided in such Indenture 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 related to the Interest Payment Date, which, unless otherwise
specified under "Other Terms" above, shall be the day (whether or not a Business
Day) fifteen calendar days preceding each Interest Payment Date; provided,
however, that interest payable on the Maturity Date of this Note or any
applicable Redemption Date shall be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder hereof on such Regular Record
Date and may 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,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date. In the event that any Maturity Date is not a
Business Day, the principal otherwise payable on such date will be paid on the
next day that is a Business Day with the same force and effect as if made on
such Maturity Date, except in the case of a LIBOR Note, if such Business Day is
in the next succeeding calendar month, such Maturity Date shall be the
immediately preceding Business Day. In the event that any Interest Payment Date
or any applicable Redemption Date is not a Business Day, such Interest Payment
Date or Redemption Date shall be postponed to the next day that is a Business
Day, except that, in the case of a LIBOR Note, if such Business Day is in the
next succeeding calendar month, such Interest Payment Date or Redemption Date
shall be the immediately preceding Business Day. Payment of the principal of
(and premium, if any) and interest on this Note will be made at the corporate
trust office of the Paying Agent, U.S. Bank Trust National Association,
maintained for that purpose in the Borough of Manhattan, the City of New York,
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. Payment of the
principal of (and premium, if any) and interest on this Note due on the Maturity
Date or any applicable Redemption Date will be made in immediately available
funds upon presentation of this Note. If possible Redemption Dates or periods
within which Redemption Dates may occur and the related Redemption Prices
(expressed as percentages of the principal amount of this Note) are set forth
above under "Redemption Terms", this Note is subject to redemption, in whole or
in part, at the option of the Company prior to the
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<PAGE>
Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the
registered holder of the Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
U.S. BANCORP
Dated: By______________________________
Vice President
Attest__________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant to the
within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By_________________________
Authorized Signatory
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By_________________________
Authorized Officer
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<PAGE>
[Reverse Side of Note]
U.S. BANCORP
Medium-Term Note, Series L (Senior)
(Global Floating Rate Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture dated as of October 1, 1991 (herein called the
"Indenture"), between the Company and Citibank, N.A., 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated herein. By the terms of the
Indenture, additional Notes of this series and of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided, may be
issued in an unlimited principal amount.
General
The rate of interest for this Note will be determined by reference to
one or more Base Rates specified on the face hereof, which may be adjusted by a
Spread and/or Spread Multiplier. The "Spread" is the number of basis points, or
one-hundredth of a percentage point, specified on the face hereof to be added or
subtracted from the Base Rate specified on the face hereof. The "Spread
Multiplier" is the percentage specified on the face hereof to be applied to the
Base Rate specified on the face hereof. This Note may also have either or both
of the following: (i) a Maximum Interest Rate, or ceiling, on the rate of
interest which may accrue during any Interest Period; and (ii) a Minimum
Interest Rate, or floor, on the rate of interest which may accrue during any
Interest Period. Notwithstanding the foregoing, the interest rate per annum
hereon shall not be greater than the Maximum Interest Rate, if any, or less than
the Minimum Interest Rate, if any, specified on the face hereof. The 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. Under present New York law, the maximum rate of interest is 25% per
annum on a simple interest basis. This limit may not apply to Notes in which
$2,500,000 or more has been invested.
Commencing with the Interest Reset Date specified on the face hereof,
first following the Original Issue Date specified on the face hereof, the rate
at which this Note bears interest will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (the date on which each such reset occurs,
an "Interest Reset Date"). Unless otherwise specified on the face hereof under
"Other Terms," the Interest Reset Date will be as follows: in the case of Notes
which are reset daily, each Business Day; in the case of Notes (other than
Treasury Rate Notes) which are reset weekly, the Wednesday of each week; in the
case of Treasury Rate Notes which are reset weekly, the Tuesday
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<PAGE>
of each week (except if the auction date falls on a Tuesday, then the next
Business Day, as provided below); in the case of Notes which are reset monthly,
the third Wednesday of each month; in the case of Notes which are reset
quarterly, the third Wednesday of March, June, September and December of each
year; in the case of Notes which are reset semi-annually, the third Wednesday of
the two months of each year as indicated above, by the Interest Reset Dates; and
in the case of Notes which are reset annually, the third Wednesday of the month
of each year as indicated on the face hereof, by the Interest Reset Dates.
Unless otherwise specified on the face hereof, the interest rate determined with
respect to any Interest Determination Date (as defined below) will become
effective on the next succeeding Interest Reset Date; provided, however, that
the interest rate in effect from the Original Issue Date to the first Interest
Reset Date with respect to this Note (the "Initial Interest Rate") will be as
set forth on the face hereof. If any Interest Reset Date for any Note 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 in the case of a
LIBOR Note, if such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the immediately preceding Business Day. Subject to
applicable provisions of law and except as specified herein, on each Interest
Reset Date the rate of interest on this Note shall be the rate determined in
accordance with the provisions of the applicable heading below.
As used herein, "Interest Determination Date" is the date that the
Calculation Agent will refer to, when determining the new interest rate at which
the interest rate on a Floating Rate Note will reset. Unless otherwise specified
on the face hereof under "Other Terms," the Interest Determination Date
pertaining to an Interest Reset Date for a Commercial Paper Rate Note, Federal
Funds Rate Note, Prime Rate Note, a CD Rate Note, or a CMT Rate Note (the
"Commercial Paper Interest Determination Date", the "Federal Funds Interest
Determination Date", the "Prime Interest Determination Date" the "CD Interest
Determination Date", the "CMT Interest Determination Date", respectively) will
be the second Business Day before the Interest Reset Date, and for LIBOR Notes,
the second London Business Day before the Interest Reset Date. Unless otherwise
specified on the face hereof under "Other Terms," the Interest Determination
Date pertaining to an Interest Reset Date for a Treasury Rate Note (the
"Treasury Interest Determination Date") will be the day of the week on which
Treasury Bills would normally be auctioned in the week in which such Interest
Reset Date falls. Treasury Bills are usually sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the auction is usually
held on the following Tuesday, but the auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, that Friday will be the Treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next week. If an auction
falls on a day that is an Interest Reset Date for a Treasury Rate Note, the
Interest Reset Date will be the following Business Day. The Interest
Determination Date for a Floating Rate Note, which interest rate is determined
by two or more Base Rates, will be the latest Business Day which is at least two
Business Days prior to the Interest Reset Date for such Floating Rate Note on
which each Base Rate can be determined.
Unless otherwise specified on the face hereof under "Other Terms,"
interest payments on this Note on an Interest Payment Date will accrue from and
including the most recent Interest Payment Date on which interest is paid or
duly provided for, or if no interest is paid or duly provided for, the
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<PAGE>
date will be from and including the Original Issue Date or any other date
specified in the pricing supplement on which interest begins to accrue. Interest
will accrue to, but excluding, the next Interest Payment Date, or if earlier,
the date on which the principal is paid or duly made available for payment.
Accrued interest is calculated by multiplying the face amount of this Note by
the applicable accrued interest factor (the "Accrued Interest Factor"). This
Accrued Interest Factor is the sum of the interest factors calculated for each
day from the Original Issue Date or from the last date to which interest has
been paid or duly provided for to the date for which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
annual interest rate, expressed as a decimal, applicable to that day by 360 in
the case of Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes,
Prime Rate Notes, and CD Rate Notes, or by the actual number of days in the year
in the case of Treasury Rate Notes and CMT Rate Notes. The interest rate in
effect on each day will be (i) if the day is an Interest Reset Date, the
interest rate for the Interest Determination Date related to the Interest Reset
Date or (ii) if the day is not an Interest Reset Date, the interest rate for the
Interest Determination Date related to the next preceding Interest Reset Date,
subject in either case to any Maximum Interest Rate or Minimum Interest Rate
referred to on the face hereof.
On or before the Calculation Date (as defined below), U.S. Bank Trust
National Association, as Calculation Agent (the "Calculation Agent"), will
determine the interest rate in accordance with the foregoing with respect to the
applicable Base Rate and will notify the Paying Agent. The Paying Agent will
determine the Accrued Interest Factor applicable to this Note. The Paying Agent
will, upon the request of the Holder of this Note, provide the interest rate
then in effect and the interest rate which will become effective as a result of
a determination made with respect to the most recent Interest Determination Date
with respect to this Note. The determinations of interest rates made by the
Calculation Agent shall be conclusive and binding, and neither the Trustee nor
the Paying Agent shall have the duty to verify determinations of interest rates
made by the Calculation Agent. The determinations of Accrued Interest Factors
made by the Paying Agent shall be conclusive and binding. Unless otherwise
specified on the face hereof under "Other Terms," the "Calculation Date", if
applicable, related to any Interest Determination Date on a Note having monthly,
quarterly, semi-annual or annual Interest Reset Dates will be the tenth calendar
day after such Interest Determination Date, or, if that day is not a Business
Day, the following Business Day, and the "Calculation Date", if applicable,
pertaining to any Interest Determination Date on a Note having daily or weekly
Interest Reset Dates will be the second Business Day after such Interest
Determination Date.
Unless otherwise specified on the face hereof under "Other Terms," all
percentages resulting from any calculation on this Note, will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward. For example, 9.876545%
(or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or
.09876544) being rounded to 9.87654% (or .0987654)). All calculations of the
Accrued Interest Factor for any day on Floating Rate Notes will be rounded, if
necessary, to the nearest one hundred-millionth, with five one-billionths
rounded upward (e.g., .098765455 being rounded to .09876546 and .098765454 being
rounded to .09876545). All dollar amounts used in or resulting from
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<PAGE>
calculation on this Note will be rounded to the nearest cent, with one-half cent
being rounded upward).
Determination of Commercial Paper Rate
If the Base Rate specified above with respect to any Interest Period is
the Commercial Paper Rate, this Note is a "Commercial Paper Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Commercial Paper Rate and the Spread and/or the Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Commercial Paper
Interest Determination Date. Commercial Paper Rate Notes will be subject to the
minimum interest rate and maximum interest rate, if any.
Unless otherwise specified in the applicable Pricing Supplement,
"Commercial Paper Rate" means, for any Commercial Paper Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on that
date for commercial paper having the Index Maturity specified in the applicable
Pricing Supplement as published in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication of the Board of Governors of the
Federal Reserve System or ("H.15 (519)") under the heading "Commercial Paper --
Nonfinancial."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above: (1) If the rate is not published by
3:00 p.m., New York City time, on the Calculation Date relating to the
Commercial Paper Interest Determination Date, then the Commercial Paper Rate
will be the Money Market Yield of the rate on the Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity specified in
the applicable Pricing Supplement as set forth in the daily update of H.15(519),
available through the worldwide website of the Board of Governors of the Federal
Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication (H.15 Daily Update,) under the heading "Commercial
Paper -- Nonfinancial;" (2) If by 3:00 p.m., New York City time, on the
Calculation Date the rate is not published in either H.15(519) or the H.15 Daily
Update, then the Calculation Agent shall determine the Commercial Paper Rate to
be the Money Market Yield of the arithmetic mean of the offered rates as of
11:00 a.m., New York City time, on the 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, for
commercial paper having the Index Maturity specified in the applicable Pricing
Supplement placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized securities rating agency; provided,
however, that if the dealers selected by the Calculation Agent are not quoting
as described above in this sentence, the Commercial Paper Rate in effect
immediately before the Commercial Paper Interest Determination Date will not
change and will remain the Commercial Paper Rate in effect on the Commercial
Paper Interest Determination Date.
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<PAGE>
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
---------------
360 - (D x M)
where "D" refers to the applicable per annum rate for the 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 the interest is being
calculated.
Determination of Federal Funds Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the Federal Funds Rate, this Note is a "Federal Funds Rate
Note" with respect to such Interest Period and the interest rate with respect to
this Note for any Interest Reset Date relating to such Interest Period shall be
the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Federal Funds
Interest Determination Date. Federal Funds Rate Notes will be subject to the
minimum interest rate and maximum interest rate, if any.
Unless otherwise specified on the face hereof under "Other Terms,"
"Federal Funds Rate" means, for any Federal Funds Interest Determination Date,
the rate on that date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120, or any other page as may replace the
applicable page on that service, which is commonly referred to as "Telerate Page
120." The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above: (1) If the above rate is not published by 3:00
p.m., New York City time, on the Calculation Date for the Federal Funds Interest
Determination Date, the Federal Funds Rate will be the rate published in H.15
Daily Update under the heading "Federal Funds (Effective);" (2) If neither of
the above rates are published by 3:00 p.m., New York City time, on the
Calculation Date for the Federal Funds Interest Determination Date, the
Calculation Agent will determine the Federal Funds Rate to be the arithmetic
mean of the rates for the last transaction in overnight U.S. dollar Federal
Funds arranged by three leading dealers of Federal Funds transactions in the
City of New York selected by the Calculation Agent, after consultation with the
Company, as of 3:00 p.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if the dealers selected by the
Calculation Agent are not quoting as specified above in this sentence, the
Federal Funds Rate in effect immediately before the Federal Funds Interest
Determination Date will not change and will remain the Federal Funds Rate in
effect on the Federal Funds Interest Determination Date.
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<PAGE>
Determination of LIBOR
If the Base Rate specified on the face hereof with respect to any
Interest Period is LIBOR, this Note is a "LIBOR Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be LIBOR, and the Spread
and/or the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable LIBOR Interest Determination Date. LIBOR Notes will
be subject to the minimum interest rate and maximum interest rate, if any.
Unless otherwise specified on the face hereof under "Other Terms,"
"LIBOR" will be determined by the Calculation Agent for each Interest
Determination Date in accordance with the following provisions:
(1) For any LIBOR Interest Determination Date, LIBOR will be the rates
for deposits in U.S. dollars having the Index Maturity specified on the face
hereof under "Other Terms," on the second London Business Day before the LIBOR
Interest Reset Date, that is displayed on Bridge Telerate, Inc., or any other
successor service, as of 11:00 a.m London time, on page 3750, or any other page
as may replace the applicable page, on that service, which is commonly referred
to as "Telerate Page 3750;" (2) If no rate appears, the Calculation Agent will
request that the principal London offices of each of four major banks in the
London interbank market, selected by the Calculation Agent, after consultation
with the Company, at approximately 11:00 a.m., London time, on the LIBOR
Interest Determination Date provide the Calculation Agent with their offered
quotation for deposits in U.S. dollars having the Index Maturity designated in
the applicable Pricing Supplement on the second Business Day before the LIBOR
Interest Reset Date, and in a principal amount, not less than U.S. $1,000,000,
that in the judgment of the Calculation Agent, is representative of a single
transaction in the market at that time. If at least two quotations are provided,
LIBOR for the LIBOR Interest Determination Date will be the arithmetic mean of
those quotations; (3) If fewer than two quotations are provided, LIBOR will be
determined for the applicable LIBOR Interest Determination Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City
time, by three major banks in the City of New York selected by the Calculation
Agent, after consultation with the Company, for loans in U.S. dollars to leading
European banks, having the Index Maturity specified on the face hereof, on the
second London Business Day before the LIBOR Interest Reset Date and in a
principal amount of not less than U.S. $1,000,000 that, in the judgment of the
Calculation Agent, is representative of a single transaction in the market at
that time; provided, however, that if the banks so selected by the Calculation
Agent are not quoting as specified above in this sentence, LIBOR in effect
immediately before the LIBOR Interest Determination Date will not change and
will remain the LIBOR in effect on such LIBOR Interest Determination Date.
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<PAGE>
Determination of Prime Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the Prime Rate, this Note is a "Prime Rate Note" with respect
to such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Prime Rate and
the Spread and/or Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Prime Interest Determination Date. Prime Rate Notes
will be subject to the minimum interest rate and maximum interest rate, if any.
Unless otherwise specified on the face hereof under "Other Terms,"
"Prime Rate" means, for any Prime Interest Determination Date, the rate on that
date as published in H.15(519) under the Heading "Bank Prime Loan." The
following procedures will be followed if the Prime Rate cannot be determined as
described in the previous sentence: (1) If the rate is not published prior to
9:00 a.m, New York City time, on the Calculation Date, then the Prime Rate will
be the rate on that Prime Interest Determination Date as published in the H.15
Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date in
either H.15(519) or the H.15 Daily Update, then the Calculation Agent will
determine the Prime Rate to be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on that Prime Interest Determination Date by at least three
major banks in the City of New York selected by the Calculation Agent, after
consultation with the Company. If the banks selected are not quoting as
mentioned in the previous sentences, the Prime Rate will remain the Prime Rate
for the immediately preceding Interest Reset Period, or if there was no Interest
Reset Period, the rate of interest payable will be the Initial Interest Rate.
Determination of the CD Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the CD Rate, this Note is a "CD Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the CD Rate and
the Spread and/or the Spread Multiplier, as specified on the face hereof, as
determined on the applicable CD Interest Determination Date. CD Rate Notes will
be subject to the minimum interest rate and maximum interest rate, if any.
Unless otherwise specified on the face hereof under "Other Terms," "CD
Rate" means, for any CD Interest Determination Date, the rate on that date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as this rate is published in H.15(519) under the heading "CD's
(secondary market)." The following procedures will be followed if the CD Rate
cannot be determined as described above: (1) If by 3:00 p.m., New York City
time, on the Calculation Date related to the CD Interest Determination Date,
this rate is not published in H.15(519), then the CD Rate shall be the rate on
the CD Interest Determination Date for negotiable certificates of deposit of the
Index Maturity specified on the face hereof and published in the H.15 Daily
Update under the heading "CD (secondary market);" (2) If by 3:00 p.m., New York
City time,
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<PAGE>
on the Calculation Date, the rate is not published in either H.15(519) or the
H.15 Daily Update, the Calculation Agent will calculate the CD Rate to be the
arithmetic mean of the secondary market offered rates as of 3:00 p.m., New York
City time, on the CD Interest Determination Date, of three leading non-bank
dealers in negotiable U.S. dollar certificates of deposit in the City of New
York selected by the Calculation Agent, after consultation with the Company, for
negotiable certificates of deposit of major U.S. money market banks which are
then rated A-1+ by Standard & Poor's Ratings Group and P-1 by Moody's Investor
Service, and 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 described
above in this sentence, the CD Rate in effect immediately before that CD
Interest Determination Date will not change and will remain the CD Rate in
effect on that CD Interest Determination Date.
Determination of Treasury Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the Treasury Rate, this Note is a "Treasury Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Treasury Rate and the Spread and/or the Spread Multiplier, if any, as specified
on the face hereof, as determined on the applicable Treasury Interest
Determination Date. Treasury Rate Notes will be subject to the minimum interest
rate and maximum interest rate, if any.
Unless otherwise specified on the face hereof under "Other Terms,"
"Treasury Rate" means, for any Treasury Interest Determination Date, the rate
for the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
this rate is displayed on Bridge Telerate, Inc., or any successor service under
the caption "Investment Rate" on page 56 or 57, or other page as may replace the
applicable page on that service, which is commonly referred to as "Telerate page
56" or "Telerate Page 57," as the case may be, or if not published on Bridge
Telerate, Inc., by 3:00 p.m., New York City time, on the Calculation Date for
the Treasury Interest Determination Date, the rate published in H.15 Daily
Update under the heading "U.S. Government Securities/Treasury Bills/Auction
High." The following procedures will be followed if the Treasury Rate cannot be
determined as described above: (1) If not published in H.15(519) by 3:00 p.m.,
New York City time, on the Calculation Date for the Treasury Interest
Determination Date, the Treasury Rate will be the bond equivalent yield of the
auction rate of the applicable Treasury Bills on the Treasury Interest
Determination Date as announced by the U.S. Department of the Treasury. If by
3:00 p.m., New York City time on the Calculation Date, the results of the
auction of Treasury Bills having the Index Maturity designated on the face
hereof are not otherwise as provided above or if no auction is held in a
particular week, then the Calculation Agent will calculate the Treasury Rate to
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 3:30 p.m. New York City time, on
the Treasury Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent, for the issue
of Treasury Bills with a remaining maturity closest to the Index Maturity
specified above; provided, however, that if the dealers selected by the
Calculation
- 12 -
<PAGE>
Agent are not quoting as described above in this sentence, the Treasury Rate in
effect immediately before the Treasury Interest Determination Date will not
change and will remain the Treasury Rate in effect on such Treasury Interest
Determination Date.
Determination of CMT Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the CMT Rate, this Note is a "CMT Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the CMT Rate and
the Spread and/or the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable CMT Interest Determination Date. CMT
Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.
Unless otherwise specified above under "Other Terms," "CMT Rate" means,
for any CMT Interest Determination Date, the rate reported on Bridge
Telerate, Inc., or any successor service, under the under the heading
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve
Board Release H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or
any other page as may replace the applicable page on that service,
which is commonly referred to as "Telerate Page 7051". The following
procedures will be followed if the CMT Rate cannot be determine as
described above: If the CMT Rate is not available by 3:00 p.m., New
York City Time, on the Calculation Date pertaining to such CMT Interest
Determination Date, the Calculation Agent will calculate the CMT Rate
for the CMT Interest Determination Date which will be the bond
equivalent yield to maturity of the arithmetic mean of the secondary
market bid rates, as of 3:00 p.m., New York City time, on the
applicable CMT Interest Determination Date, reported, according to
their written records, by three leading primary United States
government securities dealers in the City of New York (the "Reference
Dealers") selected by the Calculation Agent, after consultation with
the Company, for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the
applicable Index Maturity; provided, however, that if fewer than three
Reference Dealers selected by the Calculation Agent are quoting as
described above in this sentence, the CMT Rate in effect immediately
before the CMT Interest Determination Date will not change and will
remain the CMT Rate then in effect on such CMT Interest Determination
Date.
Redemption
If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth on the face hereof under
"Redemption Terms", this Note is subject to redemption prior to the Maturity
Date upon not less than 30 nor more than 60 days' notice mailed to the Person in
whose name this Note is registered at such address as shall appear in the
Security Register of the Company, on any Redemption Date so specified or
occurring within any period so specified, as a whole or in
- 13 -
<PAGE>
part, at the election of the Company, at the applicable Redemption Price so
specified, together with accrued interest, if any, to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on or
prior to such Redemption Date will be payable in the case of any such redemption
to the Holder of this Note (or one or more predecessor Notes) at the close of
business on the relevant Record Dates referred to above, all as provided in the
Indenture. In the event of redemption of less than all of the principal of this
Note, a new Note of this series and of like tenor of an authorized denomination
for the unredeemed portion of this Note will be issued in the name of the Holder
hereof upon the cancellation hereof. Unless otherwise specified above, under
"Redemption Terms", this Note is not subject to any sinking fund.
Miscellaneous Provisions
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of all the Notes may (subject to the conditions
set forth in the Indenture) be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of
like tenor of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
- 14 -
<PAGE>
Unless otherwise set forth on the face hereof under "Other Terms," the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 or any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, 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 in the Security Register 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.
This Note may have such additional or different terms as are set forth
on the face hereof under "Other Terms." Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture.
- 15 -
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
_______________________________________
(State)
Additional abbreviations may be used though not in the above list.
- 16 -
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- - - - - - - - - - - - - - - - - ---------------------------------
- - - - - - - - - - - - - - - - - ---------------------------------
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- --------------------------------
--------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
- 17 -
<PAGE>
EXHIBIT 4.3(c)
REGISTERED This Note is a Global Security within the REGISTERED
meaning of the Indenture, referred to herein Principal Amount:
and is registered in the name of a $
Depositary or a nominee of a Depositary.
Unless this certificate is presented by an
authorized representative of The Depositary CUSIP
Trust Company (55 Water Street, New York, No.
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 Depositary 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
No. LC- owner hereof, Cede & Co., has an interest
herein.
U.S. BANCORP
Medium-Term Note, Series L (Senior)
(Global Original Issue Discount Zero Coupon Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
OTHER TERMS: REDEMPTION TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _______________________ or registered assigns, the principal
sum of __________________ DOLLARS ($___________) on the Maturity date shown
above.
The principal of this Note shall not bear interest except in the case
of a default in payment of principal upon acceleration, upon redemption or at
the Maturity Date, and in such case the overdue principal of this Note shall
bear interest at a rate which is equivalent to the Yield to Maturity stated
above (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the Maturity Date or the date payment is
due upon acceleration or redemption, as the case may be, to the date payment of
such principal has been made or duly provided for. Interest on any overdue
principal shall be payable upon demand. Any such interest on any overdue
principal that is not so paid on demand shall bear interest at the same rate as
the interest on the overdue principal (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand. In
<PAGE>
the event that any Maturity Date is not a Business Day, the principal otherwise
payable on such date will be paid on the next day that is a Business Day with
the same force and effect as if made on such Maturity Date and no interest will
accrue for the period from or after that Maturity Date. In the event that any
Redemption Date is not a Business Day, such Redemption Date shall be postponed
to the next day that is a Business Day, and no interest will accrue for the
period from or after that Redemption Date. Payment of principal and any interest
or premium on this Note will be made in immediately available funds at the
corporate trust office of the Paying Agent, U.S. Bank Trust National
Association, maintained for that purpose in the Borough of Manhattan, the City
of New York, 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. If
possible Redemption Dates or periods within which Redemption Dates may occur and
the related Redemption Prices (unless otherwise specified above under "Other
Terms", expressed as percentages of the Amortized Face Amount (as defined on the
reverse side hereof) of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice mailed to the registered Holder of the Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
- 2 -
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: U.S. BANCORP
By_____________________________
Vice President
Attest
_______________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant to the
within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By_____________________________
Authorized Signature
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By_____________________________
Authorized Officer
- 3 -
<PAGE>
[Reverse Side of Note]
U.S. BANCORP
Medium-Term Note, Series L (Senior)
(Global Original Issue Discount Zero Coupon Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of October 1, 1991 (herein called the
"Indenture"), between the Company and Citibank, N.A., 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated herein. By the terms of the
Indenture, additional Notes of this series and of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided may be
issued in an unlimited principal amount.
If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (unless otherwise specified on the
face hereof under "Other Terms", expressed as percentages of the Amortized Face
Amount of this Note) are set forth on the face hereof under "Redemption Terms",
this Note is subject to redemption prior to the Maturity Date upon not less than
30 nor more than 60 days' notice mailed to the Person in whose name this Note is
registered at such address as shall appear in the Security Register of the
Company, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company. In the event
of redemption of less than all of the principal of this Note, a new Note of this
series and of like tenor of an authorized denomination representing the
unredeemed portion of this Note will be issued in the name of the Holder hereof
upon the cancellation hereof. Unless otherwise specified on the face hereof
under "Redemption Terms", this Note is not subject to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, a lesser amount than the principal amount due at the Stated
Maturity of the Notes of this series may (subject to the conditions set forth in
the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Notes of this
series shall terminate.
The amount due and payable on this Note in the event that the principal
amount hereof is declared due and payable prior to the Stated Maturity or in the
event that this Note is redeemed shall, unless otherwise indicated on the face
hereof under "Other Terms", be the Amortized Face Amount of this Note or, in the
case of redemption, the specified percentage of the Amortized Face Amount of
this Note on the day such payment
- 4 -
<PAGE>
is due and payable, as determined by the Company, plus, in each case, any
accrued but unpaid "qualified stated interest" payments (as defined in the
Treasury Regulations regarding original issue discount issued by the Treasury
Department (the "Regulations")).
The "Amortized Face Amount" of this Note shall be the amount equal to
the sum of (i) the issue price (as defined below) of this Note and (ii) that
portion of the difference between the issue price and the principal amount of
this Note that has been amortized at the Stated Yield (as defined below) of this
Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue
Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each
case as in effect on the issue date of this Note) at the date as of which the
Amortized Face Amount is calculated. In no event can the Amortized Face Amount
exceed the principal amount of this Note due at the Stated Maturity hereof. As
used in the preceding sentence, the term "issue price" means the principal
amount of this Note due at the Stated Maturity hereof less the Original Issue
Discount of this Note specified on the face hereof. The term "Stated Yield" of
this Note means the Yield to Maturity specified on the face hereof for the
period from the Original Issue Date of this Note specified on the face hereof,
to the Stated Maturity hereof based on the issue price and stated redemption
price at the maturity hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
In determining whether the Holders of the requisite principal amount of
the Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.
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 (and premium, if any) of this
Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal (and premium,
if any) of this
- 5 -
<PAGE>
Note is payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Notes of this series and of like tenor of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
Unless otherwise set forth on the face hereof under "Other Terms", the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 and any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, 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 in the Security Register 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.
This Note may have such additional or different terms as are set forth
on the face hereof, under "Other Terms". Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture.
- 6 -
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
___________________________________________
(State)
Additional abbreviations may be used though not in the above list.
- 7 -
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- - - - - - - - - - - - - - - - - ----------------------------
- - - - - - - - - - - - - - - - - ----------------------------
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- --------------------------------
--------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
- 8 -
<PAGE>
EXHIBIT 4.3(d)
REGISTERED This Note is a Global Security within the REGISTERED
meaning of the indenture referred to herein Principal Amount
and is registered in the name of a $
Depositary or a nominee of a Depositary.
Unless this certificate is presented by an CUSIP
authorized representative of The Depository No.
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 Depositary 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
No. LD- owner hereof, Cede & Co., has an interest
herein.
U.S. Bancorp
Medium-Term Note, Series L (Senior)
(Global Original Issue Discount Fixed Rate Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
[_] ORIGINAL ISSUE DISCOUNT NOTE [_] ORIGINAL ISSUE DISCOUNT
SUBJECT TO "SPECIAL PROVISIONS" NOTE FOR FEDERAL INCOME
BELOW TAX PURPOSES ONLY
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _____________________ or registered assigns, the principal
sum of ________________ DOLLARS ($__________) on the Maturity Date shown above
or, together with any premium thereon, upon any applicable Redemption Date
(subject to the "Special Provisions" on the reverse side hereof, if applicable),
and to pay interest on such principal sum from the Original Issue Date shown
above or from and including the most recent Interest Payment Date to which
interest has been paid or duly provided for, on each February 1 and August 1 or
such other dates, if any, as are specified under "Other Terms" above (the
"Interest Payment Dates"), commencing with the Interest Payment Date immediately
following the Original Issue Date, at the rate per annum equal to the Interest
Rate shown on the reverse side hereof, until the principal hereof is paid or
made available for payment; provided, however, that if the Original Issue Date
is between a Regular Record Date and an Interest Payment Date, interest payments
will be made on the Interest Payment Date following the next succeeding Regular
Record Date. The interest so payable and punctually paid or duly provided for
any Interest Payment Date will as provided in the Indenture be paid to the
Person in whose name this Note (or
<PAGE>
one or more predecessor Notes) is registered at the close of business on the
Regular Record Date related to the Interest Payment Date, which shall, unless
otherwise specified above under "Other Terms", be the day (whether or not a
Business Day) fifteen calendar days preceding each Interest Payment Date;
provided, however, that interest payable on the Maturity Date of this Note or
any applicable Redemption Date shall be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder hereof on such Regular Record
Date and may 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,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date. In the event that any Maturity Date is not a
Business Day, the principal otherwise payable on such date will be paid on the
next day that is a Business Day with the same force and effect as if made on
such Maturity Date, and no interest will accrue for the period from and after
that Maturity Date. In the event that any Interest Payment Date or any
applicable Redemption Date is not a Business Day, such Interest Payment Date or
Redemption Date shall be postponed to the next day that is a Business Day, and
no interest will accrue for the period from and after that Interest Payment Date
or Redemption Date. Payment of the principal of (and premium, if any) and
interest on this Note will be made at the corporate trust office of the Paying
Agent, U.S. Bank Trust National Association, maintained for that purpose in the
Borough of Manhattan, the City of New York, 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. Payment of the principal of (and premium, if any)
and interest on this Note due on the Maturity Date or any applicable Redemption
Date will be made in immediately available funds upon presentation of this Note.
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months. If possible Redemption Dates or periods within which Redemption
Dates may occur and the related Redemption Prices (unless otherwise specified
above under "Other Terms", expressed as percentages of the principal amount of
this Note if this Note is an Original Issue Discount Note for federal income tax
purposes only as shown above and as percentages of the Amortized Face Amount (as
defined on the reverse side hereof) of this Note if this Note is an Original
Issue Discount Note subject to the "Special Provisions" as set forth on the
reverse side hereof as shown above) are set forth above under "Redemption
Terms", this Note is subject to redemption, in whole or in part, at the option
of the Company prior to the Maturity Date upon not less than 30 nor more than 60
days' notice mailed to the registered holder of the Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
- 2 -
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: U.S. BANCORP
By___________________________
Vice President
Attest
_____________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant to the
within-mentioned Indenture.
CITIBANK, NA.,
as Trustee
By______________________________
Authorized Signature
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By______________________________
Authorized Officer
- 3 -
<PAGE>
[Reverse Side of Note]
U.S. Bancorp
Medium-Term Note, Series L (Senior)
(Global Original Issue Discount Fixed Rate Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of October 1, 1991 (herein called the
"Indenture"), between the Company and Citibank, N.A., 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated herein. By the terms of the
Indenture, additional Notes of this series and of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided, may be
issued in an unlimited principal amount.
If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (unless otherwise specified on the
face hereof under "Other Terms", expressed as percentages of the principal
amount of this Note if this Note is an Original Issue Discount Note for federal
income tax purposes only as shown on the face hereof and as percentages of the
Amortized Face Amount of this Note if this Note is an Original Issue Discount
Note subject to the "Special Provisions" below as shown on the face hereof) as
set forth on the face hereof under "Redemption Terms", this Note is subject to
redemption prior to the Maturity Date upon not less than 30 nor more than 60
days' notice mailed to the Person in whose name this Note is registered at such
address as shall appear in the Security Register of the Company, on any
Redemption Date so specified or occurring within any period so specified, as a
whole or in part, at the election of the Company, at the applicable Redemption
Price so specified, together in the case of any such redemption with accrued
interest, if any, to the Redemption Date; provided, however, that installments
of interest whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Note (or one or more predecessor Notes) at the
close of business on the relevant Record Dates, referred to on the face hereof,
all as provided in the Indenture. In the event of redemption of less than all of
the principal of this Note, a new Note of this series and of like tenor of an
authorized denomination representing the unredeemed portion of this Note will be
issued in the name of the Holder hereof upon the cancellation hereof. Unless
otherwise on the face hereof under "Redemption Terms", this Note is not subject
to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, a lesser amount than the principal amount due at the Stated
Maturity of the Notes of this series may (subject to the conditions set forth in
the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment
- 4 -
<PAGE>
of such interest shall be legally enforceable), all of the Company's obligations
in respect of the payment of the principal of and interest, if any, on the Notes
of this series shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
In determining whether the Holders of the requisite principal amount of
the Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.
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 (and premium, if any) of and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of
like tenor of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Unless otherwise set forth on the face hereof under "Other Terms", the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 and any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal
- 5 -
<PAGE>
amount of Notes of this series and of like tenor of a different authorized
denomination, 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 in the Security Register 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.
This Note may have such additional or different terms as are set forth
on the face hereof, under "Other Terms". Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture.
SPECIAL PROVISIONS
Unless otherwise indicated on the face hereof under "Other Terms", if
this Note is an Original Issue Discount Fixed Rate Note subject to these Special
Provisions, as indicated on the face hereof, the amount due and payable on this
Note in the event that the principal amount hereof is declared due and payable
prior to the Stated Maturity hereof or in the event that this Note is redeemed
shall be the Amortized Face Amount (as defined below) of this Note or, in the
case of redemption, the specified percentage of the Amortized Face Amount of
this Note on the date such payment is due and payable as determined by the
Company, plus, in each case, any accrued but unpaid "qualified stated interest"
payments (as defined in the Treasury Regulations regarding original issue
discount issued by the Treasury Department (the "Regulations")).
The "Amortized Face Amount" of this Note shall be the amount equal to
the sum of (i) the issue price (as defined below) of this Note and (ii) that
portion of the difference between the issue price and the principal amount of
this Note that has been amortized at the Stated Yield (as defined below) of this
Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue
Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each
case as in effect on the issue date of this Note) at the date as of which the
Amortized Face Amount is calculated. In no event can the Amortized Face Amount
exceed the principal amount of this Note due at the Stated Maturity hereof. As
used in the preceding sentence, the term "issue price" means the principal
amount of this Note due at the Stated Maturity hereof less the Original Issue
Discount of this Note specified on the face hereof. The term "Stated Yield" of
this
- 6 -
<PAGE>
Note means the Yield to Maturity specified on the face hereof for the period
from the Original Issue Date of this Note specified on the face hereof, to the
Stated Maturity hereof based on the issue price and stated redemption price at
maturity hereof.
- 7 -
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
___________________________________________
(State)
Additional abbreviations may be used though not in the above list.
- 8 -
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- - - - - - - - - - - - - - - - - ----------------------------------
- - - - - - - - - - - - - - - - - ----------------------------------
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- --------------------------------
--------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
- 9 -
<PAGE>
EXHIBIT 4.3(e)
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized representative
of The Depositary Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depositary Trust Company and
any payment 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.
REGISTERED REGISTERED
Principal Amount:
No. MA- $
CUSIP
No.
U.S. BANCORP
Medium-Term Note, Series M (Subordinated)
(Global Fixed Rate Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ________________________________ or registered assigns, the
principal sum of _____________________________ DOLLARS ($__________) on the
Maturity Date shown above or, together with any premium thereon, upon any
applicable Redemption Date, and to pay interest thereon from the Original Issue
Date shown above or from and including the most recent Interest Payment Date to
which interest has been paid or duly provided for, on (but excluding) each
February 1 and August 1 or such other dates, if any, as are specified under
"Other Terms" above (the "Interest Payment Dates"), commencing with the Interest
Payment Date immediately following the Original Issue Date, at the rate per
annum equal to the Interest Rate shown above, until the principal hereof is paid
or made available for payment; provided, however, that if the Original Issue
Date is between a Regular Record Date and an Interest Payment Date, interest
payments will be made on the Interest Payment Date following the next succeeding
Regular Record Date. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close
<PAGE>
of business on the Regular Record Date related to the Interest Payment Date,
which shall, unless otherwise specified under "Other Terms" above, be the day
(whether or not a Business Day) fifteen calendar days preceding each Interest
Payment Date; provided, however, that interest payable on the Maturity Date of
this Note or any applicable Redemption Date shall be payable to the Person to
whom principal shall be payable. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder hereof on
such Regular Record Date and may 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, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date. In the event that any Maturity
Date is not a Business Day, the principal otherwise payable on such date will be
paid on the next day that is a Business Day with the same force and effect as if
made on such Maturity Date, and no interest will accrue for the period from and
after that Maturity Date. In the event that any Interest Payment Date or any
applicable Redemption Date is not a Business Day, such Interest Payment Date or
Redemption Date shall be postponed to the next day that is a Business Day and no
interest will accrue for the period from and after that Interest Payment Date or
Redemption Date. Payment of the principal of (and premium, if any) and interest
on this Note will be made at the corporate trust office of the Paying Agent,
U.S. Bank Trust National Association, maintained for that purpose in the Borough
of Manhattan, the City of New York, 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. Payment of the principal of (and premium, if any) and
interest on this Note due on the Maturity Date or any applicable Redemption Date
will be made in immediately available funds upon presentation of this Note.
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months. If possible Redemption Dates or periods within which Redemption
Dates may occur and the related Redemption Prices (expressed as percentages of
the principal amount of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice mailed to the registered holder of the Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee identified below, by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
- 2 -
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
U.S. BANCORP
Dated: By____________________________
Vice President
Attest________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated herein and issued
pursuant to the within-mentioned
Indenture.
CITIBANK, N.A.,
as Trustee
By______________________________
Authorized Signatory
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By______________________________
Authorized Officer
- 3 -
<PAGE>
[Reverse Side of Note]
U.S. BANCORP
Medium-Term Note, Series M (Subordinated)
(Global Fixed Rate Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of October 1, 1991, as amended by a First
Supplemental Indenture dated as of April 1, 1993 (as so amended, the
"Indenture"), between the Company and Citibank, N.A., 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the Holders of Senior
Indebtedness and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the series
designated herein. By the terms of the Indenture, additional Notes of this
series and of other separate series, which may vary as to date, amount, Stated
Maturity, interest rate or method of calculating the interest rate and in other
respects as therein provided, may be issued in an unlimited principal amount.
The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture referred to above, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company, as defined in
the Indenture, and each Holder of this Note, by accepting the same, agrees to
and shall be bound by the provisions of the Indenture and authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to acknowledge or effectuate the subordination of this Note as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth on the face hereof under
"Redemption Terms", this Note is subject to redemption prior to the Maturity
Date upon not less than 30 nor more than 60 days' notice mailed to the Person in
whose name this Note is registered at such address as shall appear in the
Security Register of the Company, on any Redemption Date so specified or
occurring within any period so specified, as a whole or in part, at the election
of the Company, at the applicable Redemption Price so specified, together in the
case of any such redemption with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest whose Stated Maturity is
on or prior to such Redemption Date will be payable to the Holder of this Note
(or one or more predecessor Notes) at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.
In the event of redemption of less than all of the principal of this Note, a new
Note of this series and with similar terms, and of an authorized denomination
representing the unredeemed portion of this Note will be issued in the name of
the Holder hereof upon the cancellation hereof. Unless otherwise specified on
the face hereof under "Redemption Terms," this Note is not subject to any
sinking fund.
- 4 -
<PAGE>
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of all the Notes may (subject to the conditions
set forth in the Indenture) be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
Subject to the rights of holders of Senior Indebtedness of the Company
set forth in this Note and as provided in the Indenture referred to above, 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 premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of
like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Unless otherwise set forth on the face hereof, under "Other Terms", the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 or any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, 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.
- 5 -
<PAGE>
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 in the Security Register 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.
This Note may have such additional or different terms as are set forth
on the face hereof under "Other Terms." Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
- 6 -
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in 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
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
__________________________________________
(State)
Additional abbreviations may be used though not in the above list.
- 7 -
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- - - - - - - - - - - - - - - - - -------------------------------
- - - - - - - - - - - - - - - - - -------------------------------
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- --------------------------------
--------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
- 8 -
<PAGE>
EXHIBIT 4.3(f)
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized representative
of The Depositary Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depositary Trust Company and
any payment 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.
REGISTERED REGISTERED
Principal Amount:
No. MB- $
CUSIP
No.
U.S. Bancorp
Medium-Term Note, Series M (Subordinated)
(Global Floating Rate Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
INITIAL INTEREST RATE: SPREAD:
BASE RATE (and, if SPREAD MULTIPLIER:
applicable, related Interest Periods):
[ ]Commercial Paper Rate REDEMPTION TERMS:
[ ]Federal Funds Rate
[ ]LIBOR
[ ]Prime Rate
[ ]CD Rate
[ ]Treasury Rate
[ ]CMT Rate
[ ]Other (see "Other Terms") OTHER TERMS:
INDEX MATURITY:
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
INTEREST RESET DATES:
INTEREST PAYMENT DATES:
<PAGE>
U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _______________________ or registered assigns, the principal
sum of __________________________DOLLARS ($_________________) on the Maturity
Date shown above or, together with any premium thereon, upon any applicable
Redemption Date, and to pay interest thereon from the Original Issue Date shown
above or, except as otherwise specified below, from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, on each Interest Payment Date shown above, commencing with the Interest
Payment Date immediately following the Original Issue Date, at the rate per
annum determined in accordance with the provisions set forth on the reverse side
hereof relating to the applicable Base Rate specified above, until the principal
hereof is paid or made available for payment; provided, however, that if the
Original Issue Date is between a Regular Record Date and an Interest Payment
Date, interest payments will be made on the Interest Payment Date following the
next succeeding Regular Record Date. The interest so payable and punctually paid
or duly provided for on any Interest Payment Date will as provided in such
Indenture 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 related to the Interest Payment Date, which, unless otherwise specified
under "Other Terms" above, shall be the day (whether or not a Business Day)
fifteen calendar days preceding each Interest Payment Date; provided, however,
that interest payable on the Maturity Date of this Note or any applicable
Redemption Date shall be payable to the Person to whom principal shall be
payable. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder hereof on such Regular Record Date
and may 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,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date. In the event that any Maturity Date is not a
Business Day, the principal otherwise payable on such date will be paid on the
next day that is a Business Day with the same force and effect as if made on
such Maturity Date, except that, in the case of a LIBOR Note, if such Business
Day is in the next succeeding calendar month, such Maturity Date shall be the
immediately preceding Business Day. In the event that any Interest Payment Date
or any applicable Redemption Date is not a Business Day, such Interest Payment
Date or Redemption Date shall be postponed to the next day that is a Business
Day, except that, in the case of a LIBOR Note, if such Business Day is in the
next succeeding calendar month, such Interest Payment Date or Redemption Date
shall be the immediately preceding Business Day. Payment of the principal of
(and premium, if any) and interest on this Note will be made at the corporate
trust office of the Paying Agent, U.S. Bank Trust National Association,
maintained for that purpose in the Borough of Manhattan, the City of New York,
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. Payment of the
principal of (and premium, if any) and interest on this Note due on the Maturity
Date or any applicable Redemption Date will be made in immediately available
funds upon presentation of this Note. If possible Redemption Dates or periods
within which Redemption Dates may occur and the related Redemption Prices
(expressed as percentages of the principal amount of this Note) are set forth
above under "Redemption Terms", this Note is subject to redemption, in whole or
in part, at the option of the Company prior to the
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Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the
registered holder of the Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
U.S. BANCORP
Dated: By____________________________
Vice President
Attest________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant to the
within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By______________________________
Authorized Signatory
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By______________________________
Authorized Officer
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<PAGE>
[Reverse Side of Note]
U.S. BANCORP
Medium-Term Note, Series M (Subordinated)
(Global Floating Rate Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture dated as of October 1, 1991, as amended by a First
Supplemental Indenture dated as of April 1, 1993 (as so amended, the
"Indenture"), between the Company and Citibank, N.A., 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the Holders of Senior
Indebtedness and the Holders of the Notes and the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the series
designated herein. By the terms of the Indenture, additional Notes of this
series and of other separate series, which may vary as to date, amount, Stated
Maturity, interest rate or method of calculating the interest rate and in other
respects as therein provided, may be issued in an unlimited principal amount.
General
The rate of interest for this Note will be determined by reference to
one or more Base Rates specified on the face hereof, which may be adjusted by a
Spread and/or Spread Multiplier. The "Spread" is the number of basis points, or
one-hundredth of a percentage point, specified on the face hereof to be added or
subtracted from the Base Rate specified on the face hereof. The "Spread
Multiplier" is the percentage specified on the face hereof to be applied to the
Base Rate specified on the face hereof. This Note may also have either or both
of the following: (i) a Maximum Interest Rate, or ceiling, on the rate of
interest which may accrue during any Interest Period; and (ii) a Minimum
Interest Rate, or floor, on the rate of interest which may accrue during any
Interest Period. Notwithstanding the foregoing, the interest rate per annum
hereon shall not be greater than the Maximum Interest Rate, if any, or less than
the Minimum Interest Rate, if any, specified on the face hereof. The 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. Under present New York law, the maximum rate of interest is 25% per
annum on a simple interest basis. This limit may not apply to Notes in which
$2,500,000 or more has been invested.
Commencing with the Interest Reset Date specified on the face hereof,
first following the Original Issue Date specified on the face hereof, the rate
at which this Note bears interest will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (the date on which each such reset occurs,
an "Interest Reset Date"). Unless otherwise specified on the face hereof under
"Other Terms," the Interest Reset Date will be as follows: in the case of Notes
which are reset daily, each
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Business Day; in the case of Notes (other than Treasury Rate Notes) which are
reset weekly, the Wednesday of each week; in the case of Treasury Rate Notes
which are reset weekly, the Tuesday of each week (except if the auction date
falls on a Tuesday, then the next Business Day, as provided below); in the case
of Notes which are reset monthly, the third Wednesday of each month; in the case
of Notes which are reset quarterly, the third Wednesday of March, June,
September and December of each year; in the case of Notes which are reset
semi-annually, the third Wednesday of the two months of each year as indicated
on the face hereof, by the Interest Reset Dates; and in the case of Notes which
are reset annually, the third Wednesday of the month of each year as indicated
on the face hereof, by the Interest Reset Dates. Unless otherwise specified on
the face hereof, the interest rate determined with respect to any Interest
Determination Date (as defined below) will become effective on the next
succeeding Interest Reset Date; provided, however, that the interest rate in
effect from the Original Issue Date to the first Interest Reset Date with
respect to this Note (the "Initial Interest Rate") will be as set forth on the
face hereof. If any Interest Reset Date for any Note 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 in the case of a LIBOR Note, if
such Business Day is in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day. Subject to applicable
provisions of law and except as specified herein, on each Interest Reset Date
the rate of interest on this Note shall be the rate determined in accordance
with the provisions of the applicable heading below.
As used herein, "Interest Determination Date" is the date that the
Calculation Agent will refer to, when determining the new interest rate at which
the interest rate on a Floating Rate Note will reset. Unless otherwise specified
on the face hereof under "Other Terms," the Interest Determination Date
pertaining to an Interest Reset Date for a Commercial Paper Rate Note, Federal
Funds Rate Note, Prime Rate Note, a CD Rate Note, or a CMT Rate Note (the
"Commercial Paper Interest Determination Date", the "Federal Funds Interest
Determination Date", the "Prime Interest Determination Date" the "CD Interest
Determination Date", the "CMT Interest Determination Date", respectively) will
be the second Business Day before the Interest Reset Date, and for LIBOR Notes,
the second London Business Day before the Interest Reset Date. Unless otherwise
specified on the face hereof under "Other Terms," the Interest Determination
Date pertaining to an Interest Reset Date for a Treasury Rate Note (the
"Treasury Interest Determination Date") will be the day of the week on which
Treasury Bills would normally be auctioned in the week in which such Interest
Reset Date falls. Treasury Bills are usually sold at auction on Monday of each
week, unless that day is a legal holiday, in which case the auction is usually
held on the following Tuesday, but the auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, that Friday will be the Treasury Interest Determination Date
pertaining to the Interest Reset Date occurring in the next week. If an auction
falls on a day that is an Interest Reset Date for a Treasury Rate Note, the
Interest Reset Date will be the following Business Day. The Interest
Determination Date for a Floating Rate Note, which interest rate is determined
by two or more Base Rates, will be the latest Business Day which is at least two
Business Days prior to the Interest Reset Date for such Floating Rate Note on
which each Base Rate can be determined.
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<PAGE>
Unless otherwise specified on the face hereof under "Other Terms,"
interest payments on this Note on an Interest Payment Date will accrue from and
including the most recent Interest Payment Date on which interest is paid or
duly provided for, or if no interest is paid or duly provided for, the date will
be from and including the Original Issue Date or any other date specified in the
pricing supplement on which interest begins to accrue. Interest will accrue to,
but excluding, the next Interest Payment Date, or if earlier, the date on which
the principal is paid or duly made available for payment. Accrued interest is
calculated by multiplying the face amount of this Note by the applicable accrued
interest factor (the "Accrued Interest Factor"). This Accrued Interest Factor is
the sum of the interest factors calculated for each day from the Original Issue
Date or from the last date to which interest has been paid or duly provided for
to the date for which accrued interest is being calculated. The interest factor
for each such day is computed by dividing the annual interest rate, expressed as
a decimal, applicable to that day by 360 in the case of Commercial Paper Rate
Notes, Federal Funds Rate Notes, LIBOR Notes, Prime Rate Notes, and CD Rate
Notes, or by the actual number of days in the year in the case of Treasury Rate
Notes and CMT Rate Notes. The interest rate in effect on each day will be (i) if
the day is an Interest Reset Date, the interest rate for the Interest
Determination Date related to the Interest Reset Date or (ii) if the day is not
an Interest Reset Date, the interest rate for the Interest Determination Date
related to the next preceding Interest Reset Date, subject in either case to the
Maximum Interest Rate or Minimum Interest Rate referred to on the face hereof.
On or before the Calculation Date (as defined below), U.S. Bank Trust
National Association, as Calculation Agent (the "Calculation Agent"), will
determine the interest rate in accordance with the foregoing with respect to the
applicable Base Rate and will notify the Paying Agent. The Paying Agent will
determine the Accrued Interest Factor applicable to this Note. The Paying Agent
will, upon the request of the Holder of this Note, provide the interest rate
then in effect and the interest rate which will become effective as a result of
a determination made with respect to the most recent Interest Determination Date
with respect to this Note. The determinations of interest rates made by the
Calculation Agent shall be conclusive and binding, and neither the Trustee nor
the Paying Agent shall have the duty to verify determinations of interest rates
made by the Calculation Agent. The determinations of Accrued Interest Factors
made by the Paying Agent shall be conclusive and binding. Unless otherwise
specified on the face hereof under "Other Terms," the "Calculation Date", if
applicable, related to any Interest Determination Date on a Note having monthly,
quarterly, semi-annual or annual Interest Reset Dates will be the tenth calendar
day after such Interest Determination Date, or, if that day is not a Business
Day, the following Business Day, and the "Calculation Date", if applicable,
pertaining to any Interest Determination Date on a Note having daily or weekly
Interest Reset Dates will be the second Business Day after such Interest
Determination Date.
Unless otherwise specified on the face hereof under "Other Terms," all
percentages resulting from any calculation on this Note, will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward. For example, 9.876545%
(or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or
.09876544) being rounded to 9.87654% (or .0987654)). All calculations of the
Accrued Interest
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<PAGE>
Factor for any day on Floating Rate Notes will be rounded, if necessary, to the
nearest one hundred-millionth, with five one-billionths rounded upward (e.g.,
.098765455 being rounded to .09876546 and .098765454 being rounded to
.09876545). All dollar amounts used in or resulting from calculation on this
Note will be rounded to the nearest cent, with one-half cent being rounded
upward).
Determination of Commercial Paper Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the Commercial Paper Rate, this Note is a "Commercial Paper
Rate Note" with respect to such Interest Period and the interest rate with
respect to this Note for any Interest Reset Date relating to such Interest
Period shall be the Commercial Paper Rate and the Spread and/or the Spread
Multiplier, if any, as specified on the face hereof, as determined on the
applicable Commercial Paper Interest Determination Date. Commercial Paper Rate
Notes will be subject to the minimum interest rate and maximum interest rate, if
any.
Unless otherwise specified in the applicable Pricing Supplement,
"Commercial Paper Rate" means, for any Commercial Paper Interest Determination
Date, the Money Market Yield (calculated as described below) of the rate on that
date for commercial paper having the Index Maturity specified in the applicable
Pricing Supplement as published in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication of the Board of Governors of the
Federal Reserve System ("H.15 (519)") under the heading "Commercial Paper --
Nonfinancial."
The following procedures will be followed if the Commercial Paper Rate
cannot be determined as described above: (1) If the rate is not published by
3:00 p.m., New York City time, on the Calculation Date relating to the
Commercial Paper Interest Determination Date, then the Commercial Paper Rate
will be the Money Market Yield of the rate on the Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity specified in
the applicable Pricing Supplement as set forth in the daily update of H.15(519),
available through the worldwide website of the Board of Governors of the Federal
Reserve System at http://www.bog.frb.fed.us/releases/h15/update, or any
successor site or publication (H.15 Daily Update,) under the heading "Commercial
Paper -- Nonfinancial;" (2) If by 3:00 p.m., New York City time, on the
Calculation Date the rate is not published in either H.15(519) or the H.15 Daily
Update, then the Calculation Agent shall determine the Commercial Paper Rate to
be the Money Market Yield of the arithmetic mean of the offered rates as of
11:00 a.m., New York City time, on the 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, for
commercial paper having the Index Maturity specified in the applicable Pricing
Supplement placed for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized securities rating agency; provided,
however, that if the dealers selected by the Calculation Agent are not quoting
as described above in this sentence, the Commercial Paper Rate in effect
immediately
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<PAGE>
before the Commercial Paper Interest Determination Date will not change and will
remain the Commercial Paper Rate in effect on the Commercial Paper Interest
Determination Date.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-----------------
360 - (D x M)
where "D" refers to the applicable per annum rate for the 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 the interest is being
calculated.
Determination of Federal Funds Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the Federal Funds Rate, this Note is a "Federal Funds Rate
Note" with respect to such Interest Period and the interest rate with respect to
this Note for any Interest Reset Date relating to such Interest Period shall be
the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, as
specified on the face hereof, as determined on the applicable Federal Funds
Interest Determination Date. Federal Funds Rate Notes will be subject to the
minimum interest rate and maximum interest rate, if any.
Unless otherwise specified on the face hereof under "Other Terms,"
"Federal Funds Rate" means, for any Federal Funds Interest Determination Date,
the rate on that date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" as displayed on Bridge Telerate, Inc., or
any successor service, on page 120, or any other page as may replace the
applicable page on that service, which is commonly referred to as "Telerate Page
120." The following procedures will be followed if the Federal Funds Rate cannot
be determined as described above: (1) If the above rate is not published by 3:00
p.m., New York City time, on the Calculation Date for the Federal Funds Interest
Determination Date, the Federal Funds Rate will be the rate published in H.15
Daily Update under the heading "Federal Funds (Effective);" (2) If neither of
the above rates are published by 3:00 p.m., New York City time, on the
Calculation Date for the Federal Funds Interest Determination Date, the
Calculation Agent will determine the Federal Funds Rate to be the arithmetic
mean of the rates for the last transaction in overnight U.S. dollar Federal
Funds arranged by three leading dealers of Federal Funds transactions in the
City of New York selected by the Calculation Agent, after consultation with the
Company, as of 3:00 p.m., New York City time, on such Federal Funds Interest
Determination Date; provided, however, that if the dealers selected by the
Calculation Agent are not quoting as specified above in this sentence, the
Federal Funds Rate in effect immediately before the Federal Funds Interest
Determination Date will not change and will remain the Federal Funds Rate in
effect on the Federal Funds Interest Determination Date.
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<PAGE>
Determination of LIBOR
If the Base Rate specified on the face hereof with respect to any
Interest Period is LIBOR, this Note is a "LIBOR Note" with respect to such
Interest Period and the interest rate with respect to this Note for any Interest
Reset Date relating to such Interest Period shall be LIBOR, and the Spread
and/or the Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable LIBOR Interest Determination Date. LIBOR Notes will
be subject to the minimum interest rate and maximum interest rate, if any.
Unless otherwise specified on the face hereof under "Other Terms,"
"LIBOR" will be determined by the Calculation Agent for each Interest
Determination Date in accordance with the following provisions:
(1) For any LIBOR Interest Determination Date, LIBOR will be the rates
for deposits in U.S. dollars having the Index Maturity specified on the face
hereof under "Other Terms," on the second London Business Day before the LIBOR
Interest Reset Date, that is displayed on Bridge Telerate, Inc., or any other
successor service, as of 11:00 a.m London time, on page 3750, or any other page
as may replace the applicable page on that service; which is commonly referred
to as "Telerate Page 3750;" (2) If no rate appears, the Calculation Agent will
request that the principal London offices of each of four major banks in the
London interbank market, selected by the Calculation Agent, after consultation
with the Company, at approximately 11:00 a.m., London time, on the LIBOR
Interest Determination Date provide the Calculation Agent with their offered
quotation for deposits in U.S. dollars having the Index Maturity designated in
the applicable Pricing Supplement on the second Business Day before the LIBOR
Interest Reset Date, and in a principal amount, not less than U.S. $1,000,000,
that in the judgment of the Calculation Agent, is representative of a single
transaction in the market at that time. If at least two quotations are provided,
LIBOR for the LIBOR Interest Determination Date will be the arithmetic mean of
those quotations; (3) If fewer than two quotations are provided, LIBOR will be
determined for the applicable LIBOR Interest Determination Date as the
arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City
time, by three major banks in the City of New York selected by the Calculation
Agent, after consultation with the Company, for loans in U.S. dollars to leading
European banks, having the Index Maturity specified on the face hereof, on the
second London Business Day before the LIBOR Interest Reset Date and in a
principal amount of not less than U.S. $1,000,000 that, in the judgment of the
Calculation Agent, is representative of a single transaction in the market at
that time; provided, however, that if the banks so selected by the Calculation
Agent are not quoting as specified above in this sentence, LIBOR in effect
immediately before the LIBOR Interest Determination Date will not change and
will remain the LIBOR in effect on such LIBOR Interest Determination Date.
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Determination of Prime Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the Prime Rate, this Note is a "Prime Rate Note" with respect
to such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the Prime Rate and
the Spread and/or Spread Multiplier, if any, as specified on the face hereof, as
determined on the applicable Prime Interest Determination Date. Prime Rate Notes
will be subject to the minimum interest rate and maximum interest rate, if any.
Unless otherwise specified on the face hereof under "Other Terms,"
"Prime Rate" means, for any Prime Interest Determination Date, the rate on that
date as published in H.15(519) under the heading "Bank Prime Loan." The
following procedures will be followed if the Prime Rate cannot be determined as
described in the previous sentence: (1) If the rate is not published prior to
9:00 a.m, New York City time, on the Calculation Date, then the Prime Rate will
be the rate on that Prime Interest Determination Date as published in the H.15
Daily Update under the heading "Bank Prime Loan;" (2) If the rate is not
published prior to 3:00 p.m., New York City time, on the Calculation Date in
either H.15(519) or the H.15 Daily Update, then the Calculation Agent will
determine the Prime Rate to be the arithmetic mean of the prime rates quoted on
the basis of the actual number of days in the year divided by 360 as of the
close of business on that Prime Interest Determination Date by at least three
major banks in The City of New York selected by the Calculation Agent, after
consultation with the Company. If the banks selected are not quoting as
mentioned in the previous sentences, the Prime Rate will remain the Prime Rate
for the immediately preceding Interest Reset Period, or if there was no Interest
Reset Period, the rate of interest payable will be the Initial Interest Rate.
Determination of the CD Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the CD Rate, this Note is a "CD Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the CD Rate and
the Spread and/or the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable CD Interest Determination Date. CD Rate
Notes will be subject to the minimum interest rate and maximum interest rate, if
any.
Unless otherwise specified on the face hereof under "Other Terms," "CD
Rate" means, for any CD Interest Determination Date, the rate on that date for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as this rate is published in H.15(519) under the heading "CD's
(secondary market)." The following procedures will be followed if the CD Rate
cannot be determined as described above: (1) If by 3:00 p.m., New York City
time, on the Calculation Date related to the CD Interest Determination Date,
this rate is not published in H.15(519), then the CD Rate shall be the rate on
the CD Interest Determination Date for negotiable certificates of deposit of the
Index Maturity specified on the face hereof and published in the H.15
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<PAGE>
Daily Update under the heading "CD (secondary market);" (2) If by 3:00 p.m., New
York City time, on the Calculation Date, the rate is not published in either
H.15(519) or the H.15 Daily Update, the Calculation Agent will calculate the CD
Rate to be the arithmetic mean of the secondary market offered rates as of 3:00
p.m., New York City time, on the 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 U.S. money market banks
which are then rated A-1+ by Standard & Poor's Ratings Group and P-1 by Moody's
Investor Service, and with a remaining maturity closest to the Index Maturity
specified on the face hereof in denominations of $5,000,000; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as described above in this sentence, the CD Rate in effect immediately
before that CD Interest Determination Date will not change and will remain the
CD Rate in effect on that CD Interest Determination Date.
Determination of Treasury Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the Treasury Rate, this Note is a "Treasury Rate Note" with
respect to such Interest Period and the interest rate with respect to this Note
for any Interest Reset Date relating to such Interest Period shall be the
Treasury Rate and the Spread and/or the Spread Multiplier, if any, as specified
on the face hereof, as determined on the applicable Treasury Interest
Determination Date . Treasury Rate Notes will be subject to the Minimum Interest
Rate and Maximum Interest Rate, if any.
Unless otherwise specified on the face hereof under "Other Terms,"
"Treasury Rate" means, for any Treasury Interest Determination Date, the rate
for the most recent auction of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified on the face hereof as
this rate is displayed on Bridge Telerate, Inc., or any successor service under
the caption "Investment Rate" on page 56 or 57, or any other page as may replace
the applicable page on that service, which is commonly referred to as "Telerate
page 56" or "Telerate Page 57," as the case may be, or if not published on
Bridge Telerate, Inc., by 3:00 p.m., New York City time, on the Calculation Date
for the Treasury Interest Determination Date, the rate published in H.15 Daily
Update under the heading "U.S. Government Securities/Treasury Bills/Auction
High." The following procedures will be followed if the Treasury Rate cannot be
determined as described above: (1) If not published in H.15(519) by 3:00 p.m.,
New York City time, on the Calculation Date for the Treasury Interest
Determination Date, the Treasury Rate will be the bond equivalent yield of the
auction rate of the applicable Treasury Bills on the Treasury Interest
Determination Date as announced by the U.S. Department of the Treasury. If by
3:00 p.m., New York City time on the Calculation Date, the results of the
auction of Treasury Bills having the Index Maturity designated above are not
otherwise as provided above or if no auction is held in a particular week, then
the Calculation Agent will calculate the Treasury Rate to 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 3:30 p.m. New York City time, on the Treasury
Interest Determination Date, of three leading primary United States government
securities
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<PAGE>
dealers selected by the Calculation Agent, for the issue of Treasury Bills with
a remaining maturity closest to the Index Maturity specified on the face hereof;
provided, however, that if the dealers selected by the Calculation Agent are not
quoting as described above in this sentence, the Treasury Rate in effect
immediately before the Treasury Interest Determination Date will not change and
will remain the Treasury Rate in effect on such Treasury Interest Determination
Date.
Determination of CMT Rate
If the Base Rate specified on the face hereof with respect to any
Interest Period is the CMT Rate, this Note is a "CMT Rate Note" with respect to
such Interest Period and the interest rate with respect to this Note for any
Interest Reset Date relating to such Interest Period shall be the CMT Rate and
the Spread and/or the Spread Multiplier, if any, as specified on the face
hereof, as determined on the applicable CMT Interest Determination Date. CMT
Rate Notes will be subject to the minimum interest rate and maximum interest
rate, if any.
Unless otherwise specified on the face hereof under "Other Terms," "CMT
Rate" means, for any CMT Interest Determination Date, the rate reported
on Bridge Telerate, Inc., or any successor service, under the heading
"Daily Treasury Constant Maturities and Money Markets/Federal Reserve
Board Release H.15 Monday's Approx. 3:45 p.m. EDT," on page 7051, or
any other page as may replace the applicable page on that service,
which is commonly referred to as "Telerate Page 7051. The following
procedures will be followed if the CMT Rate cannot be determine as
described above: If the CMT Rate is not available by 3:00 p.m., New
York City Time, on the Calculation Date pertaining to such CMT Interest
Determination Date, the Calculation Agent will calculate the CMT Rate
for the CMT Interest Determination Date which will be the bond
equivalent yield to maturity of the arithmetic mean of the secondary
market bid rates, as of 3:00 p.m., New York City time, on the
applicable CMT Interest Determination Date, reported, according to
their written records, by three leading primary United States
government securities dealers in the City of New York (the "Reference
Dealers") selected by the Calculation Agent, after consultation with
the Company, for the most recently issued direct noncallable fixed rate
Treasury Bills with an original maturity approximately equal to the
applicable Index Maturity; provided, however, that if fewer than three
Reference Dealers selected by the Calculation Agent are quoting as
described above in this sentence, the CMT Rate in effect immediately
before the CMT Interest Determination Date will not change and will
remain the CMT Rate then in effect on such CMT Interest Determination
Date.
Redemption
If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (expressed as percentages of the
principal amount of this Note) are set forth on the face hereof under
"Redemption Terms", this Note is subject to redemption prior to the
- 13 -
<PAGE>
Maturity Date upon not less than 30 nor more than 60 days' notice mailed to the
Person in whose name this Note is registered at such address as shall appear in
the Security Register of the Company, on any Redemption Date so specified or
occurring within any period so specified, as a whole or in part, at the election
of the Company, at the applicable Redemption Price so specified, together with
accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to such Redemption
Date will be payable in the case of any such redemption to the Holder of this
Note (or one or more predecessor Notes) at the close of business on the relevant
Record Dates referred to above, all as provided in the Indenture. In the event
of redemption of less than all of the principal of this Note, a new Note of this
series and of like tenor of an authorized denomination for the unredeemed
portion of this Note will be issued in the name of the Holder hereof upon the
cancellation hereof. Unless otherwise specified on the face hereof, under
"Redemption Terms", this Note is not subject to any sinking fund.
Miscellaneous Provisions
The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture referred to above, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company, as defined in
the Indenture, and each Holder of this Note, by accepting the same, agrees to
and shall be bound by the provisions of the Indenture and authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to acknowledge or effectuate the subordination of this Note as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, the principal of all the Notes may (subject to the conditions
set forth in the Indenture) be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
- 14 -
<PAGE>
Subject to the rights of holders of Senior Indebtedness of the Company
set forth in this Note and as provided in the Indenture referred to above, 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 premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of
like tenor of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
Unless otherwise set forth on the face hereof under "Other Terms," the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 or any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, 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 in the Security Register 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.
This Note may have such additional or different terms as are set forth
on the face hereof under "Other Terms." Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture.
- 15 -
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
__________________________________________
(State)
Additional abbreviations may be used though not in the above list.
- 16 -
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- - - - - - - - - - - - - - - - - -----------------------------------
- - - - - - - - - - - - - - - - - -----------------------------------
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- --------------------------------
--------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
- 17 -
<PAGE>
EXHIBIT 4.3(g)
REGISTERED This Note is a Global Security within the REGISTERED
meaning of the Indenture, referred to herein Principal Amount:
and is registered in the name of a $
Depositary or a nominee of a Depositary.
Unless this certificate is presented by an
authorized representative of The Depositary CUSIP
Trust Company (55 Water Street, New York, No.
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 Depositary 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
No. MC- owner hereof, Cede & Co., has an interest
herein.
U.S. Bancorp
Medium-Term Note, Series M (Subordinated)
(Global Original Issue Discount Zero Coupon Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
OTHER TERMS: REDEMPTION TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to __________________________ or registered assigns, the
principal sum of _______________ DOLLARS ($____________) on the Maturity date
shown above.
The principal of this Note shall not bear interest except in the case
of a default in payment of principal upon acceleration, upon redemption or at
the Maturity Date, and in such case the overdue principal of this Note shall
bear interest at a rate which is equivalent to the Yield to Maturity stated
above (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the Maturity Date or the date payment is
due upon acceleration or redemption, as the case may be, to the date payment of
such principal has been made or duly provided for. Interest on any overdue
principal shall be payable upon demand. Any such interest on any overdue
principal that is not so paid on demand shall bear interest at the same rate as
the interest on the overdue principal (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand. In
<PAGE>
the event that any Maturity Date is not a Business Day, the principal otherwise
payable on such date will be paid on the next day that is a Business Day with
the same force and effect as if made on such Maturity Date and no interest will
accrue for the period from or after that Maturity Date. In the event that any
Redemption Date is not a Business Day, such Redemption Date shall be postponed
to the next day that is a Business Day, and no interest will accrue for the
period from or after that Redemption Date. Payment of principal and any interest
or premium on this Note will be made in immediately available funds at the
corporate trust office of the Paying Agent, U.S. Bank Trust National
Association, maintained for that purpose in the Borough of Manhattan, the City
of New York, 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. If
possible Redemption Dates or periods within which Redemption Dates may occur and
the related Redemption Prices (unless otherwise specified above under "Other
Terms", expressed as percentages of the Amortized Face Amount (as defined on the
reverse side hereof) of this Note) are set forth above under "Redemption Terms",
this Note is subject to redemption, in whole or in part, at the option of the
Company prior to the Maturity Date upon not less than 30 nor more than 60 days'
notice mailed to the registered Holder of the Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
- 2 -
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: U.S. BANCORP
By____________________________
Vice President
Attest
______________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant to the
within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By______________________________
Authorized Signature
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By______________________________
Authorized Officer
- 3 -
<PAGE>
[Reverse Side of Note]
U.S. BANCORP
Medium-Term Note, Series M (Subordinated)
(Global Original Issue Discount Zero Coupon Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of October 1, 1991, as amended by a First
Supplemental Indenture dated as of April 1, 1993 (as so amended, the
"Indenture"), between the Company and Citibank, N.A., 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the Holders of Senior
Indebtedness and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the series
designated herein. By the terms of the Indenture, additional Notes of this
series and of other separate series, which may vary as to date, amount, Stated
Maturity, interest rate or method of calculating the interest rate and in other
respects as therein provided may be issued in an unlimited principal amount.
The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture referred to above, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company, as defined in
the Indenture, and each Holder of this Note, by accepting the same, agrees to
and shall be bound by the provisions of the Indenture and authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to acknowledge or effectuate the subordination of this Note as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (unless otherwise specified on the
face hereof under "Other Terms", expressed as percentages of the Amortized Face
Amount of this Note) are set forth on the face hereof under "Redemption Terms",
this Note is subject to redemption prior to the Maturity Date upon not less than
30 nor more than 60 days' notice mailed to the Person in whose name this Note is
registered at such address as shall appear in the Security Register of the
Company, on any Redemption Date so specified or occurring within any period so
specified, as a whole or in part, at the election of the Company. In the event
of redemption of less than all of the principal of this Note, a new Note of this
series and of like tenor of an authorized denomination representing the
unredeemed portion of this Note will be issued in the name of the Holder hereof
upon the cancellation hereof. Unless otherwise specified on the face hereof
under "Redemption Terms", this Note is not subject to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, a lesser amount than the principal amount due at the Stated
Maturity of the Notes of this series may (subject to the conditions set forth in
the Indenture) be declared due and payable in the manner and with the effect
provided
- 4 -
<PAGE>
in the Indenture. Upon payment (i) of the amount of principal so declared due
and payable and (ii) of interest on any overdue principal and overdue interest
(in each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Notes of this series shall terminate.
The amount due and payable on this Note in the event that the principal
amount hereof is declared due and payable prior to the Stated Maturity or in the
event that this Note is redeemed shall, unless otherwise indicated on the face
hereof under "Other Terms", be the Amortized Face Amount of this Note or, in the
case of redemption, the specified percentage of the Amortized Face Amount of
this Note on the day such payment is due and payable, as determined by the
Company, plus, in each case, any accrued but unpaid "qualified stated interest"
payments (as defined in the Treasury Regulations regarding original issue
discount issued by the Treasury Department (the "Regulations")).
The "Amortized Face Amount" of this Note shall be the amount equal to
the sum of (i) the issue price (as defined below) of this Note and (ii) that
portion of the difference between the issue price and the principal amount of
this Note that has been amortized at the Stated Yield (as defined below) of this
Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue
Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each
case as in effect on the issue date of this Note) at the date as of which the
Amortized Face Amount is calculated. In no event can the Amortized Face Amount
exceed the principal amount of this Note due at the Stated Maturity hereof. As
used in the preceding sentence, the term "issue price" means the principal
amount of this Note due at the Stated Maturity hereof less the Original Issue
Discount of this Note specified on the face hereof. The term "Stated Yield" of
this Note means the Yield to Maturity specified on the face hereof for the
period from the Original Issue Date of this Note specified on the face hereof,
to the Stated Maturity hereof based on the issue price and stated redemption
price at the maturity hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
In determining whether the Holders of the requisite principal amount of
the Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount
- 5 -
<PAGE>
Note that shall be deemed to be Outstanding shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof.
Subject to the rights of holders of Senior Indebtedness of the Company
set forth in this Note and as provided in the Indenture referred to above, 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 (and premium, if any) of this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal (and premium,
if any) of this Note is payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series and of like tenor of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
Unless otherwise set forth on the face hereof under "Other Terms", the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 and any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, 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 in the Security Register 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.
This Note may have such additional or different terms as are set forth
on the face hereof, under "Other Terms". Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture.
- 6 -
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
________________________________________
(State)
Additional abbreviations may be used though not in the above list.
- 7 -
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- - - - - - - - - - - - - - - - - ----------------------------------
- - - - - - - - - - - - - - - - - ----------------------------------
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
- - - - - - - - - - - - - - - - - -----------------------------------------------------------------------
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- --------------------------------
--------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
- 8 -
<PAGE>
EXHIBIT 4.3(h)
REGISTERED This Note is a Global Security within the REGISTERED
meaning of the indenture referred to herein Principal Amount
and is registered in the name of a $
Depositary or a nominee of a Depositary.
Unless this certificate is presented by an CUSIP
authorized representative of The Depository No.
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 Depositary 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
No. MD- owner hereof, Cede & Co., has an interest
herein.
U.S. Bancorp
Medium-Term Note, Series M (Subordinated)
(Global Original Issue Discount Fixed Rate Note)
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: REDEMPTION TERMS:
OTHER TERMS:
ORIGINAL ISSUE DISCOUNT: YIELD TO MATURITY:
[_] ORIGINAL ISSUE DISCOUNT NOTE [_] ORIGINAL ISSUE DISCOUNT
SUBJECT TO "SPECIAL PROVISIONS" NOTE FOR FEDERAL INCOME TAX
BELOW PURPOSES ONLY
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE IS THE PERCENTAGE OF ITS
PRINCIPAL AMOUNT SET FORTH ABOVE AND THE YIELD TO MATURITY IS THE PERCENTAGE SET
FORTH ABOVE.
U.S. BANCORP, a corporation duly organized and existing under the laws
of Delaware (herein called the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to _________________________ or registered assigns, the
principal sum of __________________ DOLLARS ($___________) on the Maturity Date
shown above or, together with any premium thereon, upon any applicable
Redemption Date (subject to the "Special Provisions" on the reverse side hereof,
if applicable), and to pay interest on such principal sum from the Original
Issue Date shown above or from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for, on each February 1
and August 1 or such other dates, if any, as are specified under "Other Terms"
above (the "Interest Payment Dates"), commencing with the Interest Payment Date
immediately following the Original Issue Date, at the rate per annum equal to
the Interest Rate shown above, until the principal hereof is paid or made
available for payment; provided, however, that if the Original Issue Date is
between a Regular Record Date and an Interest Payment Date, interest payments
will be made on the Interest Payment Date following the next succeeding Regular
Record Date. The interest so payable and punctually paid or duly provided for
any Interest Payment Date will as provided in the Indenture be paid to the
Person in whose name this Note (or one or
<PAGE>
more predecessor Notes) is registered at the close of business on the Regular
Record Date related to the Interest Payment Date, which shall, unless otherwise
specified above under "Other Terms", be the day (whether or not a Business Day)
fifteen calendar days preceding each Interest Payment Date; provided, however,
that interest payable on the Maturity Date of this Note or any applicable
Redemption Date shall be payable to the Person to whom principal shall be
payable. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder hereof on such Regular Record Date
and may 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,
notice whereof shall be given to the Holder of this Note not less than 10 days
prior to such Special Record Date. In the event that any Maturity Date is not a
Business Day, the principal otherwise payable on such date will be paid on the
next day that is a Business Day with the same force and effect as if made on
such Maturity Date, and no interest will accrue for the period from and after
that Maturity Date. In the event that any Interest Payment Date or any
applicable Redemption Date is not a Business Day, such Interest Payment Date or
Redemption Date shall be postponed to the next day that is a Business Day, and
no interest will accrue for the period from and after that Interest Payment Date
or Redemption Date. Payment of the principal of (and premium, if any) and
interest on this Note will be made at the corporate trust office of the Paying
Agent, U.S. Bank Trust National Association, maintained for that purpose in the
Borough of Manhattan, the City of New York, 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. Payment of the principal of (and premium, if any)
and interest on this Note due on the Maturity Date or any applicable Redemption
Date will be made in immediately available funds upon presentation of this Note.
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months. If possible Redemption Dates or periods within which Redemption
Dates may occur and the related Redemption Prices (unless otherwise specified
above under "Other Terms", expressed as percentages of the principal amount of
this Note if this Note is an Original Issue Discount Note for federal income tax
purposes only as shown above and as percentages of the Amortized Face Amount (as
defined on the reverse side hereof) of this Note if this Note is an Original
Issue Discount Note subject to the "Special Provisions" set forth on the reverse
side hereof as shown above) are set forth above under "Redemption Terms", this
Note is subject to redemption, in whole or in part, at the option of the Company
prior to the Maturity Date upon not less than 30 nor more than 60 days' notice
mailed to the registered holder of the Note.
Reference is hereby made to the further provisions of this Note set
forth on the reverse side hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee referred to below by manual signature, this Note shall
not be entitled to any benefit under the Indenture hereinafter referred to or be
valid or obligatory for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: U.S. BANCORP
By____________________________
Vice President
Attest
______________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series
designated herein and issued pursuant to the
within-mentioned Indenture.
CITIBANK, NA.,
as Trustee
By_______________________________
Authorized Signature
Or by
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Authenticating Agent
By_______________________________
Authorized Officer
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<PAGE>
[Reverse Side of Note]
U.S. Bancorp
Medium-Term Note, Series M (Subordinated)
(Global Original Issue Discount Fixed Rate Note)
This Note is one of a duly authorized issue of securities of the
Company (herein called the "Notes"), issued or to be issued in one or more
series under an Indenture, dated as of October 1, 1991, as amended by a First
Supplemental Indenture dated as of April 1, 1993 (as so amended, the
"Indenture"), between the Company and Citibank, N.A., 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the Holders of Senior
Indebtedness and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the series
designated herein. By the terms of the Indenture, additional Notes of this
series and of other separate series, which may vary as to date, amount, Stated
Maturity, interest rate or method of calculating the interest rate and in other
respects as therein provided, may be issued in an unlimited principal amount.
The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture referred to above, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company, as defined in
the Indenture, and each Holder of this Note, by accepting the same, agrees to
and shall be bound by the provisions of the Indenture and authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to acknowledge or effectuate the subordination of this Note as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.
If possible Redemption Dates or periods within which Redemption Dates
may occur and the related Redemption Prices (unless otherwise specified on the
face hereof under "Other Terms", expressed as percentages of the principal
amount of this Note if this Note is an Original Issue Discount Note for federal
income tax purposes only as shown on the face hereof and as percentages of the
Amortized Face Amount of this Note if this Note is an Original Issue Discount
Note subject to the "Special Provisions" below as shown on the face hereof) as
set forth on the face hereof under "Redemption Terms", this Note is subject to
redemption prior to the Maturity Date upon not less than 30 nor more than 60
days' notice mailed to the Person in whose name this Note is registered at such
address as shall appear in the Security Register of the Company, on any
Redemption Date so specified or occurring within any period so specified, as a
whole or in part, at the election of the Company, at the applicable Redemption
Price so specified, together in the case of any such redemption with accrued
interest, if any, to the Redemption Date; provided, however, that installments
of interest whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Note (or one or more predecessor Notes) at the
close of business on the relevant Record Dates, referred to on the face hereof,
all as provided in the Indenture. In the event of redemption of less than all of
the principal of this Note, a new Note of this series and of like tenor of an
authorized denomination representing the unredeemed portion of this Note
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<PAGE>
will be issued in the name of the Holder hereof upon the cancellation hereof.
Unless otherwise specified on the face hereof under "Redemption Terms", this
Note is not subject to any sinking fund.
If an Event of Default with respect to Notes of this series shall occur
and be continuing, a lesser amount than the principal amount due at the Stated
Maturity of the Notes of this series may (subject to the conditions set forth in
the Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. Upon payment (i) of the amount of principal so
declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Notes of this
series shall terminate.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes of each series to be affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Notes at the time Outstanding of each series to be affected and, for certain
purposes, without the consent of the Holders of any Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes of each series
at the time Outstanding, on behalf of the Holders of all Notes of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
In determining whether the Holders of the requisite principal amount of
the Outstanding Notes have given any request, demand, authorization, direction,
notice, consent or waiver under the Indenture or whether a quorum is present at
a meeting of Holders of Notes, the principal amount of any Original Issue
Discount Note that shall be deemed to be Outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof.
Subject to the rights of holders of Senior Indebtedness of the Company
set forth in this Note and as provided in the Indenture referred to above, 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 (and premium, if any) of and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder hereof or his
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<PAGE>
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like tenor of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
Unless otherwise set forth on the face hereof under "Other Terms", the
Notes of this series are issuable only in fully registered form without coupons
in denominations of $1,000 and any amount in excess of $1,000 which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, 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 in the Security Register 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.
This Note may have such additional or different terms as are set forth
on the face hereof, under "Other Terms". Any terms so set forth shall be deemed
to modify and/or supersede, as necessary, any other terms set forth in this
Note.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the respective meanings assigned to them in the Indenture.
SPECIAL PROVISIONS
Unless otherwise indicated on the face hereof under "Other Terms", if
this Note is an Original Issue Discount Fixed Rate Note subject to these Special
Provisions, as indicated on the face hereof, the amount due and payable on this
Note in the event that the principal amount hereof is declared due and payable
prior to the Stated Maturity hereof or in the event that this Note is redeemed
shall be the Amortized Face Amount of this Note or, in the case of redemption,
the specified percentage of the Amortized Face Amount of this Note on the date
such payment is due and payable as determined by the Company, plus, in each
case, any accrued but unpaid "qualified stated interest" payments (as defined in
the Treasury Regulations regarding original issue discount issued by the
Treasury Department (the "Regulations")).
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<PAGE>
The "Amortized Face Amount" of this Note shall be the amount equal to
the sum of (i) the issue price (as defined below) of this Note and (ii) that
portion of the difference between the issue price and the principal amount of
this Note that has been amortized at the Stated Yield (as defined below) of this
Note (computed in accordance with Section 1272(a)(4) of the Internal Revenue
Code of 1986, as amended, and Section 1.1275-1(b) of the Regulations, in each
case as in effect on the issue date of this Note) at the date as of which the
Amortized Face Amount is calculated. In no event can the Amortized Face Amount
exceed the principal amount of this Note due at the Stated Maturity hereof. As
used in the preceding sentence, the term "issue price" means the principal
amount of this Note due at the Stated Maturity hereof less the Original Issue
Discount of this Note specified on the face hereof. The term "Stated Yield" of
this Note means the Yield to Maturity specified on the face hereof for the
period from the Original Issue Date of this Note specified on the face hereof,
to the Stated Maturity hereof based on the issue price and stated redemption
price at maturity hereof.
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--_______________Custodian_______________
(Cust) (Minor)
under Uniform Gift to Minors Act
______________________________________
(State)
Additional abbreviations may be used though not in the above list.
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<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
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- - - - - - - - - - - - - - - - - --------------------------------
- - - - - - - - - - - - - - - - - --------------------------------------------------------------------------------
(Name and address of assignee, including zip code, must be printed or
typewritten)
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the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
Attorney
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to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated
--------------- --------------------------------
--------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
- 9 -
