SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 28, 1994
FLEET FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND
(State or other jurisdiction of incorporation)
1-6366 05-0341324
(Commission File Number) (IRS Employer Identification No.)
50 Kennedy Plaza, Providence, Rhode Island 02903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 401-278-5800
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Materially Important Events.
On November 28, 1994, Registrant authorized the sale of and
established the terms of $1,126,900,000 in aggregate
principal amount of its Senior Medium-Term Notes, Series H
and Subordinated Medium-Term Notes, Series I (the "Notes"),
under Registration Statement No. 33-55555. The Notes have
maturities ranging nine months or more and bear interest at
fixed or floating rates. The Notes are to be offered by
Registrant's Agents, Fleet Bank of Massachusetts, National
Association, Goldman, Sachs & Co., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc. and Salomon Brothers Inc.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
Not applicable
(b) Pro Forma Financial Statements
Not applicable
(c) Exhibits
The following exhibits are filed as part of this report:
(1)(a) Selling Agency Agreement dated November 28, 1994
between Registrant, Goldman Sachs & Co., Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities, Inc. and Salomon
Brothers Inc
(1)(b) Distribution Agreement dated November 28, 1994 between
Registrant and Fleet Bank of Massachusetts, National
Association
(4)(a) Specimen certificate of the Series H Senior
Medium-Term Notes
(4)(b) Specimen certificate of the Series I Subordinated
Medium-Term Notes
(12) Statement of Computation of Ratios (for consolidated
ratios of earnings to fixed charges contained in the
Prospectus dated November 28, 1994 and Prospectus
Supplement dated November 28, 1994 relating to the
Notes) (incorporated by reference to the Registrant's
Current Report on Form 8-K dated October 21, 1994).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed in its behalf by the undersigned hereunto duly
authorized.
FLEET FINANCIAL GROUP, INC.
Registrant
By /s/ William C. Mutterperl
William C. Mutterperl
Senior Vice President
and General Counsel
Date: November 28, 1994
Exhibit 1(a)
Fleet Financial Group, Inc.
U.S. $1,126,900,000
Senior Medium-Term Notes, Series H and
Subordinated Medium-Term Notes, Series I
Due Nine Months or More
from Date of Issue
Selling Agency Agreement
November 28, 1994
New York, New York
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
Merrill Lynch & Co.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
World Financial Center
North Tower, 10th Floor
New York, N.Y. 10281-1310
J.P. Morgan Securities Inc.
60 Wall Street
New York, N.Y. 10260
Salomon Brothers Inc
Seven World Trade Center
New York, N.Y. 10048
Dear Sirs:
Fleet Financial Group, Inc., a Rhode Island corporation
(the "Company"), confirms its agreement with each of you with
respect to the issue and sale by the Company of up to
$1,126,900,000 aggregate principal amount of its Senior
Medium-Term Notes, Series H and Subordinated Medium-Term Notes,
Series I (respectively, the "Senior Notes" and the
"Subordinated Notes"), Due Nine Months or More from Date of
Issue (collectively, the "Notes"). The Senior Notes are to be
issued under an indenture dated as of October 1, 1992, between
the Company and The First National Bank of Chicago (the "Senior
Trustee" or "First Chicago"), as trustee (the "Senior
Indenture"). The Subordinated Notes are to be issued under an
indenture dated as of October 1, 1992, between the Company and
First Chicago as trustee (the "Subordinated Trustee" and,
collectively with the Senior Trustee, the "Trustee") as
supplemented by a first supplemental indenture dated as of
November 30, 1992, between the Company and the Subordinated
Trustee (as so supplemented, the "Subordinated indenture" and
collectively with the Senior Indenture, the "Indentures"). The
Notes will be issued in minimum denominations of $1,000 and
integral multiples thereof, will be issued only in fully
registered form and will have the annual interest rates,
maturities and, if appropriate, other terms set forth in a
supplement to the Prospectus referred to below. The Notes will
be issued, and the terms thereof established, in accordance
with the applicable Indenture and the Medium-Term Notes
Administrative Procedures attached hereto as Exhibit A (the
"Procedures") (unless a Terms Agreement (as defined in Section
2(b)) modifies or otherwise supersedes such Procedures with
respect to Notes issued pursuant to such Terms Agreement). The
Procedures may only be amended by written agreement of the
Company and you after notice to, and with the approval of, the
Trustee. For the purposes of this Agreement, the term "Agent"
shall refer to any of you acting solely in the capacity as
agent for the Company pursuant to Section 2(a) and not as
principal (collectively, the "Agents"), the term "Purchaser"
shall refer to one of you acting solely as principal pursuant
to Section 2(b) and not as agent, and the term "you" shall
refer to you collectively whether at any time any of you is
acting in both such capacities or in either such capacity. In
acting under this Agreement, in whatever capacity, each of you
is acting individually and not jointly.
1. Representations and Warranties. The Company represents
and warrants to, and agrees with, you as set forth below in
this Section 1. Certain terms used in this Section 1 are
defined in paragraph (d) hereof.
(a) The Company meets the requirements for use
of Form S-3 under the Securities Act of 1933 (the
"Act") and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement
on such Form (File Number: 33-55555), including a
basic prospectus, which also constitutes pursuant to
Rule 429 under the Act Post-Effective Amendments No. 1
to registration statements on such Form (File Numbers:
33- 50214 and 33-50216) and which have become
effective, for the registration under the Act of
securities (the "Securities"), including the Notes, in
an aggregate principal amount of $1,126,900,000. Such
registration statements, as amended at the date of
this Agreement, meet the requirements set forth in
Rule 415(a)(1)(ix) or (x) under the Act and comply in
all other material respects with said Rule. The
Company has included in such registration statements,
as amended at the date of this Agreement, or has filed
or will file with the Commission pursuant to the
applicable paragraph of Rule 424(b) under the Act, a
supplement to the form of prospectus included in such
registration statement relating to the Notes and the
plan of distribution thereof (the "Prospectus
Supplement"). In connection with the sale of Notes
the Company proposes to file with the Commission
pursuant to the applicable paragraph of Rule 424(b)
under the Act further supplements to the Prospectus
Supplement specifying the interest rates, maturity
dates and, if appropriate, other terms of the Notes
sold pursuant hereto or the offering thereof.
(b) As of the Execution Time, on the Effective
Date, when any supplement to the Prospectus is filed
with the Commission, as of the date of any Terms
Agreement, on each day of an Offering Period (referred
to below) and at the date of delivery by the Company
of any Notes sold hereunder (a "Closing Date"), (i)
the Registration Statement, as amended as of any such
time, and the Prospectus, as supplemented as of any
such time, and each Indenture will comply in all
material respects with the applicable requirements of
the Act, the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the Securities Exchange Act of
1934 (the "Exchange Act") and the respective rules
thereunder; (ii) the Registration Statement, as
amended as of any such time, did not or will not
contain any untrue statement of a material fact or
omit to state any material fact required to be stated
therein or necessary in order to make the statements
therein not misleading; and (iii) the Prospectus, as
supplemented as of any such time, will not contain any
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 Company makes no representations or
warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the
Registration Statement or the Prospectus (or any
supplement thereto) in reliance upon and in conformity
with information furnished in writing to the Company
by any of you specifically for inclusion in connection
with the preparation of the Registration Statement or
the Prospectus (or any supplement there to).
(c) As of the time any Notes are issued and sold
hereunder, each Indenture will constitute a legal,
valid and binding instrument enforceable against the
Company in accordance with its terms and such Notes
will have been duly authorized, executed,
authenticated and, when paid for by the purchasers
thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of
the applicable Indenture.
(d) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The
term "the Effective Date" shall mean each date that
the Registration Statement and any post-effective
amendment or amendments thereto became or become
effective. "Execution Time" shall mean the date and
time that this Agreement is executed and delivered by
the parties hereto. "Basic Prospectus" shall mean the
form of basic prospectus relating to the Securities
contained in the Registration Statement at the
Effective Date. "Prospectus" shall mean the Basic
Prospectus as supplemented by the Prospectus
Supplement. "Registration Statement" shall mean the
registration statements referred to in paragraph (a)
above, including incorporated documents, exhibits and
financial statements, as amended at the Execution
Time. "Rule 415" and "Rule 424" refer to such rules
under the Act. Any reference herein to the
Registration Statement, the Basic Prospectus, the
Prospectus Supplement or the Prospectus shall be
deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12
of Form S-3 which were filed under the Exchange Act on
or before the Effective Date of the Registration
Statement or the issue date of the Basic Prospectus,
the Prospectus Supplement or the Prospectus, as the
case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to
the Registration Statement, the Basic Prospectus, the
Prospectus Supplement or the Prospectus shall be
deemed to refer to and include the filing of any
document under the Exchange Act after the Effective
Date of the Registration Statement or the issue date
of the Basic Prospectus, the Prospectus Supplement or
the Prospectus, as the case may be, deemed to be
incorporated therein by reference.
2. Appointment of Agents; Solicitation by the Agents of
Offers to Purchase; Sales of Notes to a Purchaser. (a) Subject
to the terms and conditions set forth herein, the Company
hereby authorizes each of the Agents to act as its agent to
solicit offers for the purchase of all or part of the Notes
from the Company. The Company shall notify the Agents from
time to time as to the commencement of a period during which
the Notes may be offered and sold by the Agents (each period,
commencing with such notification and ending at such time as
the authorization for offers and sales through the Agents shall
have been suspended by the Company or the Agents as provided
hereunder, being referred to as an "Offering Period").
On the basis of the representations and warranties, and
subject to the terms and conditions set forth herein, each of
the Agents agrees, as agent of the Company, to use its
reasonable efforts to solicit offers to purchase the Notes
during each Offering Period from the Company upon the terms and
conditions set forth in the Prospectus (and any supplement
thereto) and in the Procedures.
The Company reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of
time or permanently, the solicitation of offers to purchase the
Notes. Upon receipt of instructions from the Company, the
Agents will forthwith suspend solicitation of offers to
purchase Notes from the Company until such time as the Company
has advised them that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the
Closing Date with respect to each sale of Notes by the Company
as a result of a solicitation made by such Agent as agent, in
an amount equal to that percentage specified in Schedule I
hereto of the aggregate principal amount of the Notes sold by
the Company. Such commission shall be payable as specified in
the Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited
by an Agent as agent for the Company at such time and in such
amounts as such Agent deems advisable. The Company may from
time to time offer Notes for sale otherwise than through an
Agent; provided, however, that so long as this Agreement shall
be in effect, the Company shall not solicit or accept offers to
purchase Notes through any agent other than an Agent or an
affiliate of the Company (including Fleet Bank of
Massachusetts, National Association, which has entered into a
distribution agreement with the Company providing for the sale
of Notes on terms and conditions substantially similar to those
contained herein) unless such solicitation or acceptance is on
terms with respect to commissions substantially similar to
those set forth in Schedule I hereto and the Company shall give
the Agents reasonable notice of the appointment of such agents
for the purpose of soliciting the Notes.
(b) Subject to the terms and conditions stated herein,
whenever the Company and any Agent determine that the Company
shall sell Notes directly to such Agent as principal, each such
sale of Notes shall be made in accordance with the terms of
this Agreement and a supplemental agreement relating to such
sale between the Company and the Purchaser. Each such
supplemental agreement (which may be an oral or written
agreement) is herein referred to as a "Terms Agreement". Each
Terms Agreement shall describe (whether orally or in writing)
the Notes to be purchased by the Purchaser pursuant thereto and
shall specify the aggregate principal amount of such Notes, the
price to be paid to the Company for such Notes, the maturity
date of such Notes, the rate at which interest will be paid on
such Notes, the dates on which interest will be paid on such
Notes and the record date with respect to each such payment of
interest, the Closing Date for the purchase of such Notes, the
place of delivery of the Notes and payment therefor, the method
of payment and any requirements for the delivery of opinions of
counsel, certificates from the Company or its officers or a
letter from the Company's independent public accountants, as
described in Section 6(b). Any such Terms Agreement may also
specify the period of time referred to in Section 4(m). Any
such Terms Agreement may be in the form attached hereto as
Exhibit B. The Purchaser's commitment to purchase Notes 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.
Delivery of the certificates for Notes sold to the
Purchaser pursuant to a Terms Agreement shall be made not later
than the Closing Date agreed to in such Terms Agreement,
against payment of funds to the Company in the net amount due
to the Company for such Notes by the method and in the form set
forth in the Procedures unless otherwise agreed to between the
Company and the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the
Purchaser in a Terms Agreement, any Note sold to a Purchaser
(i) shall be purchased by such Purchaser at a price equal to
100% of the principal amount thereof less a percentage equal to
the commission applicable to an agency sale of a Note of
identical maturity and (ii) may be resold by such Agent at
varying prices determined at the time of sale or, if so agreed
and set forth in the applicable Pricing Supplement, at a fixed
public offering price, from time to time. In connection with
any resale of Notes purchased, a Purchaser may use a selling or
dealer group and may reallow any portion of the discount or
commission payable pursuant hereto to dealers or purchasers.
3. Offering and Sale of Notes. Each Agent and the Company
agree to perform the respective duties and obligations
specifically provided to be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of
the Notes, the Company will not file any amendment of
the Registration Statement or supplement to the
Prospectus (except for (i) periodic or current reports
filed under the Exchange Act, (ii) a supplement
relating to any offering of Notes providing solely for
the specification of or a change in the maturity
dates, interest rates, issuance prices or other terms
of any Notes or (iii) a supplement relating to an
offering of Securities other than the Notes) unless
the Company has furnished each of you a copy for your
review prior to filing and given each of you a
reasonable opportunity to comment on any such proposed
amendment or supplement. Subject to the foregoing
sentence, the Company will cause each supplement to
the Prospectus to be filed with the Commission
pursuant to the applicable paragraph of Rule 424(b)
within the time period prescribed and will provide
evidence satisfactory to you of such filing. The
Company will promptly advise each of you (i) when the
Prospectus, and any supplement thereto, shall have
been filed with the Commission pursuant to Rule
424(b), (ii) when, prior to the termination of the
offering of the Notes, any amendment of the
Registration Statement shall have been filed or become
effective, (iii) of any request by the Commission for
any amendment of the Registration Statement or
supplement to the Prospectus or for any additional
information, (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the
Registration Statement or the institution or
threatening of any proceeding for that purpose and (v)
of the receipt by the Company of any notification with
respect to the suspension of the qualification of the
Notes for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose.
The Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating
to the Notes is required to be delivered under the
Act, any event occurs as a result of which the
Prospectus as then supplemented would include any
untrue statement of a material fact or omit to state
any material fact necessary to make the statements
therein, in the light of the circumstances under which
they were made, not misleading, or if it shall be
necessary to amend the Registration Statement or to
supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder,
the Company promptly will (i) notify each of you to
suspend solicitation of offers to purchase Notes (and,
if so notified by the Company, each of you shall
forthwith suspend such solicitation and cease using
the Prospectus as then supplemented), (ii) prepare and
file with the Commission, subject to the first
sentence of paragraph (a) of this Section 4, an
amendment or supplement which will correct such
statement or omission or effect such compliance and
(iii) supply any supplemented Prospectus to each of
you in such quantities as you may reasonably request.
If such amendment or supplement, and any documents,
certificates and opinions furnished to each of you
pursuant to paragraph (g) of this Section 4 in
connection with the preparation or filing of such
amendment or supplement are satisfactory in all
respects to you, each of you will, upon the filing of
such amendment or supplement with the Commission and
upon the effectiveness of an amendment to the
Registration Statement, if such an amendment is
required, resume your obligation to solicit offers to
purchase Notes hereunder.
(c) The Company, during the period when a
prospectus relating to the Notes is required to be
delivered under the Act, will file promptly all
documents required to be filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act and will furnish to each of you copies of
such documents. In addition, on the date on which the
Company makes any announcement to the general public
concerning earnings or concerning any other event
which is required to be described, or which the
Company proposes to describe, in a document filed
pursuant to the Exchange Act, the Company will furnish
to each of you the information contained or to be
contained in such announcement. The Company also will
furnish to each of you copies of all other press
releases or announcements to the general public of a
financial nature. The Company will immediately notify
each of you of (i) any decrease in the rating of the
Notes or any other debt securities of the Company, by
any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g)
under the Act) or (ii) any notice given of any
intended or potential decrease in any such rating or
of a possible change in any such rating that does not
indicate the direction of the possible change, as soon
as the Company learns of any such decrease or notice.
(d) As soon as practicable, the Company will
make generally available to its security holders and
to each of you an earnings statement or statements of
the Company and its subsidiaries which will satisfy
the provisions of Section 11(a) of the Act and Rule
158 under the Act.
(e) The Company will furnish to each of you and
your counsel, without charge, copies of the
Registration Statement (including exhibits thereto)
and, so long as delivery of a prospectus may be
required by the Act, as many copies of the Prospectus
and any supplement thereto as you may reasonably
request.
(f) The Company will arrange for the
qualification of the Notes for sale under the laws of
such jurisdictions as any of you may designate, will
maintain such qualifications in effect so long as
required for the distribution of the Notes, and will
arrange for the determination of the legality of the
Notes for purchase by institutional investors.
(g) The Company shall furnish to each of you
such information, documents, certificates of officers
of the Company and opinions of counsel for the Company
relating to the business, operations and affairs of
the Company, the Registration Statement, the
Prospectus, and any amendments thereof or supplements
thereto, each Indenture, the Notes, this Agreement,
the Procedures and the performance by the Company and
you of its and your respective obligations hereunder
and thereunder as any of you may from time to time and
at any time prior to the termination of this Agreement
reasonably request.
(h) The Company shall, whether or not any sale
of the Notes is consummated, (i) pay all expenses
incident to the performance of its obligations under
this Agreement, including the fees and disbursements
of its accountants and counsel, the cost of printing
or other production and delivery of the Registration
Statement, the Prospectus, all amendments thereof and
supplements thereto, each Indenture, this Agreement
and all other documents relating to the offering, the
cost of preparing, printing, packaging and delivering
the Notes, the fees and disbursements, including fees
of counsel, incurred in compliance with Section 4(f),
the fees and disbursements of the Trustee and the fees
of any agency that rates the Notes, (ii) reimburse
each of you on a monthly basis for all out-of-pocket
expenses (including without limitation advertising
expenses) incurred by you in connection with this
Agreement and (iii) pay the reasonable fees and
expenses of your counsel incurred in connection with
this Agreement.
(i) Each acceptance by the Company of an offer
to purchase Notes will be deemed to be an affirmation
that its representations and warranties contained in
this Agreement are true and correct at the time of
such acceptance, as though made at and as of such
time, and a covenant that such representations and
warranties will be true and correct at the time of
delivery to the purchaser of the Notes relating to
such acceptance, as though made at and as of such time
(it being understood that for purposes of the
foregoing affirmation and covenant such
representations and warranties shall relate to the
Registration Statement and Prospectus as amended or
supplemented at each such time). Each such acceptance
by the Company of an offer for the purchase of Notes
shall be deemed to constitute an additional
representation, warranty and agreement by the Company
that, as of the settlement date for the sale of such
Notes, after giving effect to the issuance of such
Notes, of any other Notes to be issued on or prior to
such settlement date and of any other Securities to be
issued and sold by the Company on or prior to such
settlement date, the aggregate amount of Securities
(including any Notes) which have been issued and sold
by the Company will not exceed the amount of
Securities registered pursuant to the Registration
Statement.
(j) Prior to the commencement of the first
Offering Period subsequent to each time, and
subsequent to each time during any Offering Period,
that the Registration Statement or the Prospectus is
amended or supplemented (other than by an amendment or
supplement relating to any offering of Securities
other than the Notes or providing solely for the
specification of or a change in the maturity dates,
the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto), the
Company will deliver or cause to be delivered promptly
to each of you a certificate of the Company, signed by
the Chairman of the Board, or the President, or any
Executive Vice President and the principal financial
or accounting officer or Treasurer of the Company,
dated the date of the effectiveness of such amendment
or the date of the filing of such supplement, in form
reasonably satisfactory to you, of the same tenor as
the certificate referred to in Section 5(d) but
modified to relate to the last day of the fiscal
quarter for which financial statements of the Company
were last filed with the Commission and to the
Registration Statement and the Prospectus as amended
and supplemented to the time of the effectiveness of
such amendment or the filing of such supplement.
(k) Prior to the commencement of the first
Offering Period subsequent to each time, and
subsequent to each time during any Offering Period,
that the Registration Statement or the Prospectus is
amended or supplemented (other than by an amendment or
supplement (i) relating to any offering of Securities
other than the Notes, (ii) providing solely for the
specification of or a change in the maturity dates,
the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto or
(iii) setting forth or incorporating by reference
financial statements or other information as of and
for a fiscal quarter, unless, in the case of clause
(iii) above, in the reasonable judgment of any of you,
such financial statements or other information are of
such a nature that an opinion of counsel should be
furnished), the Company shall furnish or cause to be
furnished promptly to each of you a written opinion of
counsel of the Company satisfactory to each of you,
dated the date of the effectiveness of such amendment
or the date of the filing of such supplement, in form
satisfactory to each of you, of the same tenor as the
opinion referred to in Section 5(b) but modified to
relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of
the effectiveness of such amendment or the filing of
such supplement or, in lieu of such opinion, counsel
last furnishing such an opinion to you may furnish
each of you with a letter to the effect that you may
rely on such last opinion to the same extent as though
it were dated the date of such letter authorizing
reliance (except that statements in such last opinion
will be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented to the
time of the effectiveness of such amendment or the
filing of such supplement).
(l) Prior to the commencement of the first
Offering Period subsequent to each time that the
Registration Statement or the Prospectus is amended or
supplemented to include or incorporate amended or
supplemental financial information, and each time
during any Offering Period that the Registration
Statement or Prospectus is so amended or supplemented,
the Company shall cause its independent public
accountants promptly to furnish each of you a letter,
dated the date of the commencement of such Offering
Period or the date of the effectiveness of such
amendment or the date of the filing of such
supplement, as the case may be, in form satisfactory
to each of you, of the same tenor as the letter
referred to in Section 5(e) with such changes as may
be necessary to reflect the amended and supplemental
financial information included or incorporated by
reference in the Registration Statement and the
Prospectus, as amended or supplemented to the date of
such letter; provided, that in no event will the
Company accept any offer to purchase Notes unless such
letter shall have been delivered; provided, further,
that, if the Registration Statement or the Prospectus
is amended or supplemented solely to include or
incorporate by reference financial information as of
and for a fiscal quarter, the Company's independent
public accountants may limit the scope of such letter,
which shall be satisfactory in form to each of you, to
the unaudited financial statements, the related
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" and any other
information of an accounting, financial or statistical
nature included in such amendment or supplement,
unless, in the reasonable judgment of any of you, such
letter should cover other information or changes in
specified financial statement line items.
(m) During the period from the date of any Terms
Agreement to the later of (A) the Closing Date with
respect to such Terms Agreement and (B) the date, if
any, specified in such Terms Agreement, the Company
shall not, without the prior consent of the Purchaser
thereunder, issue or announce the proposed issuance of
any of its debt securities, including Notes (other
than the Notes that are to be sold pursuant to such
Terms Agreement), with terms substantially similar to
the Notes being purchased pursuant to such Terms
Agreement, other than borrowings under its revolving
credit agreements and lines of credit and issuances of
its commercial paper.
(n) The Company confirms as of the date hereof
that it has complied with all provisions of Section 1
of Laws of Florida, Chapter 92-198, An Act Relating to
Disclosure of Doing Business with Cuba, and the
Company further agrees that if it commences engaging
in business with the government of Cuba or with any
person or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective
with the Securities and Exchange Commission or with
the Florida Department of Banking and Finance (the
"Department"), whichever date is later, or if the
information reported in the Prospectus, if any,
concerning the Company's business with Cuba or with
any person or affiliate located in Cuba changes in any
material way, the Company will provide the Department
notice of such business or change, as appropriate, in
a form acceptable to the Department.
5. Conditions to the Obligations of the Agents. The
obligations of each Agent to solicit offers to purchase the
Notes shall be subject to the accuracy of the representations
and warranties on the part of the Company contained herein as
of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission and
as of each Closing Date, to the accuracy of the statements of
the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If filing of the Prospectus, or any
supplement thereto, is required pursuant to Rule
424(b), the Prospectus, and any such supplement, shall
have been filed in the manner and within the time
period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings
for that purpose shall have been instituted or
threatened.
(b) The Company shall have furnished to each
Agent the opinion of Edwards & Angell, counsel for the
Company, dated the Execution Time, to the effect that:
(i) each of the Company, Fleet National
Bank ("Fleet Bank-RI"), and any other subsidiary
or subsidiaries which the Agent may reasonably
request (individually a "Subsidiary" and
collectively the "Subsidiaries") has been duly
incorporated and is validly existing as a
corporation or national association in good
standing under the laws of the jurisdiction in
which it is chartered or organized, with full
corporate power and authority to own its
properties and conduct its business as described
in the Prospectus; the Company is qualified to do
business as a foreign corporation under the laws
of the State of New York; except as stated above,
none of the Company or Fleet Bank-RI is required
to be qualified to do business as a foreign
corporation under the laws of any other
jurisdiction; and the Company is registered as a
bank holding company under the Bank Holding
Company Act of 1956, as amended;
(ii) all the outstanding shares of capital
stock of Fleet Bank-RI and such Subsidiaries have
been duly and validly authorized and issued and
are fully paid and (except as provided in 12
U.S.C. Section 55) nonassessable, and, except as
otherwise set forth in the Prospectus, all
outstanding shares of capital stock of Fleet
Bank-RI and such Subsidiaries are owned by the
Company free and clear of any perfected security
interest and, to the knowledge of such counsel,
after due inquiry, any other security interests,
claims, liens or encumbrances;
(iii) each Indenture has been duly
authorized, executed and delivered by the
Company, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and
binding agreement enforceable against the Company
in accordance with its terms (subject, as to
enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors'
rights generally from time to time in effect and
to the availability of equitable remedies which
are discretionary with the courts);
(iv) the Notes have been duly authorized as
a series of Debt Securities under the applicable
Indenture, are in the forms provided for by
resolutions of the Board of Directors of the
Company adopted pursuant to such Indenture,
conform to the description thereof contained in
the Prospectus, and, when executed and
authenticated in accordance with the provisions
of the applicable Indenture and delivered to and
paid for by the purchasers, will constitute valid
and binding obligations of the Company entitled
to the benefits of the applicable Indenture;
(v) to the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental
agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries,
of a character required to be disclosed in the
Registration Statement which is not adequately
disclosed in the Prospectus, and there is no
franchise, contract or other document of a
character required to be described in the
Registration Statement or Prospectus, or to be
filed as an exhibit, which is not described or
filed as required;
(vi) the Registration Statement and any
amendments thereto have become effective under
the Act; to the best knowledge of such counsel,
no stop order suspending the effectiveness of the
Registration Statement, as amended, has been
issued, no proceedings for that purpose have been
instituted or threatened, and the Registration
Statement, the Prospectus and each amendment
thereof or supplement thereto as of their
respective effective or issue dates (other than
the financial statements and other financial data
contained therein as to which such counsel need
express no opinion) comply as to form in all
material respects with the applicable
requirements of the Act and the Exchange Act and
the respective rules thereunder; and such counsel
has no reason to believe that the Registration
Statement, or any amendment thereof, at the time
it became effective and at the date of this,
Agreement (or, in the case of any opinion
delivered pursuant to Section 4(k) or Section 6,
the date of such subsequently delivered opinion),
contained any untrue statement of a material fact
or omitted to state any material fact required to
be stated therein or necessary to make the
statements therein not misleading or that the
Prospectus, as amended or supplemented to the
date of such opinion, includes any untrue
statement of a material fact or omits to state a
material fact necessary to make the statements
therein, in light of the circumstances under
which they were made, not misleading;
(vii) this Agreement has been duly
authorized, executed and delivered by the Company;
(viii) no consent, approval, authorization
or order of any court or governmental agency or
body is required for the consummation of the
transactions contemplated herein, except such as
have been obtained under the Act and such as may
be required under the blue sky laws of any
jurisdiction in connection with the purchase and
distribution of the Notes as contemplated by this
Agreement and such other approvals (specified in
such opinion) as have been obtained;
(ix) neither the issue and sale of the
Notes, nor the consummation of any other of the
transactions herein contemplated nor the
fulfillment of the terms hereof will conflict
with, result in a breach of, or constitute a
default under the charter or by-laws of the
Company or the terms of any indenture or other
agreement or instrument known to such counsel and
to which the Company or any of its subsidiaries
is a party or bound, or any order or regulation
known to such counsel to be applicable to the
Company or any of its subsidiaries of any court,
regulatory body, administrative agency,
governmental body or arbitrator having
jurisdiction over the Company or any of its
subsidiaries; and
(x) no holders of securities of the Company
have rights to the registration of such
securities under the Registration Statement.
In rendering such opinion, such counsel may rely (A)
as to matters involving the application of laws of any
jurisdiction other than the State of Rhode Island or
the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable and
who are satisfactory to counsel for the Agents and (B)
as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company
and public officials. References to the Prospectus in
this paragraph (b) include any supplements thereto at
the date such opinion is rendered.
(c) Each Agent shall have received from Cravath,
Swaine & Moore, counsel for the Agents, such opinion
or opinions, dated the Execution Time, with respect to
the issuance and sale of the Notes, each Indenture,
the Registration Statement, the Prospectus (together
with any supplement thereto) and other related matters
as the Agents may reasonably require, and the Company
shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to each
Agent a certificate of the Company, signed by the
Chairman of the Board, or the President, or any
Executive Vice President and the principal financial
or accounting officer or Treasurer of the Company,
dated the Execution Time, to the effect that the
signers of such certificate have carefully examined
the Registration Statement, the Prospectus, any
supplement to the Prospectus and this Agreement and
that:
(i) the representations and warranties of
the Company in this Agreement are true and
correct in all material respects on and as of the
date hereof with the same effect as if made on
the date hereof and the Company has complied with
all the agreements and satisfied all the
conditions on its part to be performed or
satisfied as a condition to the obligation of the
Agents to solicit offers to purchase the Notes;
(ii) no stop order suspending the
effectiveness of the Registration Statement has
been issued and no proceedings for that purpose
have been instituted or, to the Company's
knowledge, threatened; and
(iii) since the date of the most recent
financial statements included in the Prospectus
(exclusive of any supplement thereto), there has
been no material adverse change in the condition
(financial or other), earnings, business or
properties of the Company and its subsidiaries,
whether or not arising from transactions in the
ordinary course of business, except as set forth
or contemplated in the Prospectus (exclusive of
any supplement thereto).
(e) At the Execution Time, KPMG Peat Marwick LLP
shall have furnished to each Agent a letter or letters
(which may refer to letters previously delivered to
the Agents), dated as of the Execution Time, in form
and substance satisfactory to the Agents, confirming
that they are independent accountants within the
meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations
thereunder and stating in effect that:
(i) in their opinion the audited financial
statements included or incorporated in the
Registration Statement and the Prospectus and
reported on by them comply as to form in all
material respects with the applicable accounting
requirements of the Act and the Exchange Act and
the related published rules and regulations;
(ii) on the basis of a reading of the
latest unaudited consolidated financial
statements made available by the Company;
carrying out certain specified procedures (but
not an examination in accordance with generally
accepted auditing standards) which would not
necessarily reveal matters of significance with
respect to the comments set forth in such letter;
a reading of the minutes of the meetings of the
stockholders, directors and executive and audit
committees of the Company; and inquiries of
certain officials of the Company who have
responsibility for financial and accounting
matters of the Company and its subsidiaries as to
transactions and events subsequent to the date of
the most recent audited financial statements
incorporated in the Registration Statement and
the Prospectus, nothing came to their attention
which caused them to believe that:
(1) the amounts in the unaudited
"Summary Consolidated Financial Data", if
any, included in the Prospectus do not agree
with the corresponding amounts in the
audited consolidated financial statements,
unaudited consolidated financial statements
or analyses prepared by the Company from
which such amounts were derived; or
(2) any unaudited financial statements
included or incorporated in the Registration
Statement and the Prospectus do not comply
as to form in all material respects with
applicable accounting requirements and with
the published rules and regulations of the
Commission with respect to financial
statements included or incorporated in
quarterly reports on Form 10-Q under the
Exchange Act; and said unaudited financial
statements are not in conformity with
generally accepted accounting principles
applied on a basis substantially consistent
with that of the audited financial
statements included or incorporated in the
Registration Statement and the Prospectus; or
(3) with respect to the period
subsequent to the date of the most recent
financial statements (other than capsule
information), audited or unaudited,
incorporated in the Registration Statement
and the Prospectus, there were any changes,
at a specified date not more than five
business days prior to the date of the
letter, in the long-term debt of the Company
and its subsidiaries on a consolidated basis
or capital stock of the Company or decreases
in the stockholders' equity of the Company
and its subsidiaries on a consolidated basis
as compared with the amounts shown on the
most recent consolidated balance sheet or
capitalization table included or
incorporated in the Registration Statement
and the Prospectus, or for the period from
the date of the most recent financial
statements incorporated in the Registration
Statement and the Prospectus to such
specified date there were any decreases, as
compared with the corresponding period in
the preceding year, in net interest income
or income before income taxes, or in total
or per share amounts of net income, of the
Company and its subsidiaries on a
consolidated basis, except in all instances
for changes or decreases that the
Registration Statement has disclosed have
occurred or may occur, in which case the
letter shall be accompanied by an
explanation by the Company as to the
significance thereof unless said explanation
is not deemed necessary by the Agents; or
(4) the amounts included in any
unaudited "capsule" information included or
incorporated in the Registration Statement
and the Prospectus do not agree with the
amounts set forth in the unaudited financial
statements for the same periods or were not
determined on a basis substantially
consistent with that of the corresponding
amounts in the audited financial statements
included or incorporated in the Registration
Statement and the Prospectus;
(iii) they have performed certain other
specific procedures as a result of which they
determined that certain information of an
accounting, financial or statistical nature
(which is limited to accounting, financial or
statistical information derived from the general
accounting records of the Company) set forth in
the Registration Statement, as amended, and the
Prospectus, as amended or supplemented, and in
Exhibit 12 to the Registration Statement, the
information included or incorporated in Items 1
(Guide 3 Statistical Disclosure), 6 and 7 of the
Company's annual report on Form 10-K incorporated
therein, and in "Management's Discussion and
Analysis of Financial Condition and Results of
operations" included or incorporated in the
Company's quarterly reports on Form 10-Q
incorporated therein agrees with the accounting
records of the Company and its subsidiaries on a
consolidated basis, excluding any questions of
legal interpretation; and
(iv) if pro forma financial statements are
included or incorporated in the Registration
Statement and the Prospectus, on the basis of a
reading of the unaudited pro forma financial
statements, carrying out certain specified
procedures, inquiries of certain officials of the
Company and the acquired company who have
responsibility for financial and accounting
matters, and proving the arithmetic accuracy of
the application of the pro forma adjustments to
the historical amounts in the pro forma financial
statements, nothing came to their attention which
caused them to believe that the pro forma
financial statements do not comply in form in all
material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or
that the pro forma adjustments have not been
properly applied to the historical amounts in the
compilation of such statements.
References to the Prospectus in this paragraph
(e) include any supplement thereto at the date of the
letter.
(f) Prior to the Execution Time, the Company
shall have furnished to each Agent such further
information, documents, certificates and opinions of
counsel as the Agents may reasonably request.
The documents required to be delivered by this Section 5
shall be delivered at the office of Cravath, Swaine & Moore,
counsel for the Agents, at Worldwide Plaza, 825 Eighth Avenue,
New York, New York, on the date hereof.
6. Conditions to the Obligations of the Purchaser. The
obligations of the Purchaser to purchase any Notes will be
subject to the accuracy of the representations and warranties
on the part of the Company herein as of the date of the related
Terms Agreement and as of the Closing Date for such Notes, to
the performance and observance by the Company of all covenants
and agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness
of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been
instituted or threatened.
(b) To the extent agreed to in writing between
the Company and the Purchaser in a Terms Agreement,
the Purchaser shall have received, appropriately
updated, (i) a certificate of the Company, dated as of
the Closing Date, to the effect set forth in Section
5(d) (except that references to the Prospectus shall
be to the Prospectus as supplemented as of the date of
such Terms Agreement), (ii) the opinion of Edwards &
Angell, counsel for the Company, dated as of the
Closing Date, to the effect set forth in Section 5(b),
(iii) the opinion of Cravath, Swaine & Moore, counsel
for the Purchaser, dated as of the Closing Date, to
the effect set forth in Section 5(c), and (iv) a
letter of KPMG Peat Marwick, independent accountants
for the Company, dated as of the Closing Date, to the
effect set forth in Section 5(e).
(c) Prior to the Closing Date, the Company shall
have furnished to the Purchaser such further
information, certificates and documents as the
Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall
not have been fulfilled in all material respects when and as
provided in this Agreement and an applicable Terms Agreement,
or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement or such Terms Agreement and
required to be delivered to the Purchaser pursuant to the terms
hereof and thereof shall not be in all material respects
reasonably satisfactory in form and substance to the Purchaser
and its counsel, such Terms Agreement and all obligations of
the Purchaser thereunder and with respect to the Notes subject
there to may be canceled at, or at any time prior to, the
respective Closing Date by the Purchaser. Notice of such
cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase. (a) The Company agrees that any person who has agreed
to purchase and pay for any Note, including a Purchaser and any
person who purchases pursuant to a solicitation by any of the
Agents, shall have the right to refuse to purchase such Note if
(i) at the Closing Date therefor, any condition set forth in
Section 5 (except that references to the Prospectus shall be to
the Prospectus as supplemented at the Closing Date) or 6, as
applicable, shall not be satisfied, (ii) subsequent to the
agreement to purchase such Note, any change, or any development
with respect to the Company involving a prospective change, in
or affecting the business or properties of the Company and its
subsidiaries shall have occurred the effect of which is, in the
judgment of the Purchaser or the Agent which presented the
offer to purchase such Note, as applicable, so material and
adverse as to make it impractical or inadvisable to proceed
with the delivery of such Note or (iii) subsequent to the
agreement to purchase such Note, (w) there shall have been any
decrease in the ratings of any of the Company's debt securities
by Moody's Investors Service or Standard & Poor's Corporation
(each a "Rating Agency") or any such Rating Agency shall
publicly announce that it has placed any of such debt
securities on a "watchlist" with negative implications, (x)
trading in the Company's Common Stock shall have been suspended
by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been
established on such Exchange, (y) a banking moratorium shall
have been declared either by Federal, Rhode Island or New York
State authorities, or (z) there shall have occurred any
outbreak or escalation of hostilities or other calamity or
crisis the effect of which on the financial markets or the
United States is such as to make it, in the judgment of the
Purchaser or the Agent which presented the offer to purchase
such Note, as applicable, impracticable to market such Notes
(it being understood that under no circumstance shall any Agent
have any duty or obligation to exercise any judgment permitted
to be exercised pursuant to this Section 7(a)).
(b The Company further agrees to notify each Agent upon
the occurrence of any change, condition or development
contemplated by Section 7(a)(ii) or (iii).
8. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless each of you and each
person who controls each of you within the meaning of either
the Act or the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which you, they or
any of you or them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the
registration statement for the registration of the Securities
as originally filed or in any amendment thereof, or in the
Prospectus or any preliminary Prospectus, or in any amendment
thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i)
the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or
is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in
reliance upon and in conformity with written information
furnished to the Company by any of you specifically for use in
connection with the preparation thereof, and (ii) such
indemnity with respect to the Prospectus or any preliminary
Prospectus shall not inure to the benefit of any of you (or any
person controlling any of you) from whom the person asserting
any such loss, claim, damage or liability purchased the Notes
which are the subject thereof if such person did not receive a
copy of the Prospectus (or the Prospectus as supplemented)
excluding documents incorporated therein by reference at or
prior to the confirmation of the sale of such Notes to such
person in any case where such delivery is required by the Act
and the untrue statement or omission of a material fact
contained in the Prospectus or any preliminary Prospectus was
corrected in the Prospectus (or the Prospectus as
supplemented). This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
(b) Each of you agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs
the Registration Statement and each person who controls the
Company within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from the
Company to you, but only with reference to written information
relating to such of you furnished to the Company by such of you
specifically for use in the preparation of the documents
referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which you may
otherwise have. The Company acknowledges that the statements
set forth in the last sentence of the tenth paragraph under the
heading "Plan of Distribution" of the Prospectus Supplement
relating to purchases and sales of Notes in the secondary
market constitute the only information furnished in writing by
any of you for inclusion in the documents referred to in the
foregoing indemnity, and you confirm that such statements are
correct.
(c) Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 8. In case
any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein,
and to the extent that it may elect by written notice delivered
to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that
there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate
counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so
to assume the defense of such action and approval by the
indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under this Section 8 for
any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless
(i) the indemnified party shall have employed separate counsel
in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall
not be liable for the expenses of more than one separate
counsel (plus any local counsel), approved by you in the case
of paragraph (a) of this Section 8, representing the
indemnified parties under such paragraph (a) who are parties to
such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after
notice of commencement of the action or (iii) the indemnifying
party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and
except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to
in such clause (i) or (iii).
(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification
provided for in paragraph (a) of this Section 8 is due in
accordance with its terms but is for any reason held by a court
to be unavailable from the Company on grounds of policy or
otherwise, the Company and each of you shall contribute to the
aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with
investigating or defending same) to which the Company and any
of you may be subject in such proportion so that each of you is
responsible for that portion represented by the percentage that
the aggregate commissions received by such of you pursuant to
Section 2 in connection with the Notes from which such losses,
claims, damages and liabilities arise (or, in the case of Notes
sold pursuant to a Terms Agreement, the aggregate commissions
that would have been received by such of you if such
commissions had been payable), bears to the aggregate principal
amount of such Notes sold and the Company is responsible for
the balance; provided, however, that (y) in no case shall any
of you be responsible for any amount in excess of the
commissions received by such of you in connection with the
Notes from which such losses, claims, damages and liabilities
arise (or, in the case of Notes sold pursuant to a Terms
Agreement, the aggregate commissions that would have been
received by such of you if such commissions had been payable)
and (z) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this
Section 8, each person who controls any of you within the
meaning of the Act shall have the same rights to contribution
as you and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of
the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to clauses
(y) and (z) of this paragraph (d).
9. Termination. (a) This Agreement will continue in effect
until terminated as provided in this Section 9. This Agreement
may be terminated by either the Company as to any of you or any
of you insofar as this Agreement relates to such of you, giving
written notice of such termination to such of you or the
Company, as the case may be. This Agreement shall so terminate
at the close of business on the first business day following
the receipt of such notice by the party to whom such notice is
given. In the event of such termination, no party shall have
any liability to the other party hereto, except as provided in
the fourth paragraph of Section 2(a), Section 4(b), Section
4(h), Section 8 and Section 10. The provisions of this
Agreement (including without limitation Section 7 hereof)
applicable to any purchase of a Note for which an agreement to
purchase exists prior to the termination hereof shall survive
any termination of this Agreement.
(b) Each Terms Agreement shall be subject to termination
in the absolute discretion of the Purchaser, by notice given to
the Company prior to delivery of any payment for Notes to be
purchased thereunder, if prior to such time (i) trading in the
Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been
established on such Exchange, (ii) a banking moratorium shall
have been declared either by Federal, Rhode Island,
Connecticut, Maine, New Hampshire, Massachusetts or New York
State authorities, (iii) there shall have occurred any outbreak
or escalation of hostilities, declaration by the United States
of a national emergency or war or other calamity or crisis the
effect of which on the financial markets is such as to make it,
in the judgment of the Purchaser, impracticable or inadvisable
to market such Notes or (iv) there shall have been any decrease
in the ratings of the Company's debt securities by any Rating
Agency or Any such Rating Agency shall publicly announce that
it has placed any of such debt securities on a "watchlist" with
negative implications.
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of you
set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by
or on behalf of you or the Company or any of the officers,
directors or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the
Notes. The provisions of Sections 4(h) and 8 hereof shall
survive the termination or cancellation of this Agreement.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to any of
you, will be mailed, delivered or telegraphed and confirmed to
such of you, at the address specified in Schedule I hereto; or,
if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 50 Kennedy Plaza,
Providence, Rhode Island 02903, attention of the Senior Vice
President and General Counsel.
12. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling
persons referred to in Section 8 hereof, and no other person
will have any right or obligation hereunder, except for the
right of a person who has agreed to purchase a Note to refuse
to purchase such Note as provided in Section 7 hereof.
13. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New
York.
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and you.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
(GOLDMAN, SACHS & CO.)
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:
J.P. MORGAN SECURITIES INC.
By:
SALOMON BROTHERS INC
By:
<PAGE>
EXHIBIT A
Fleet Financial Group, Inc.
Medium-Term Note Administrative Procedures
November 23, 1994
The Senior Medium-Term Notes, Series H and Subordinated
Medium-Term Notes, Series I (respectively, the "Senior Notes"
and the "Subordinated Notes"), Due Nine Months or More from
Date of Issue (collectively, the "Notes") of Fleet Financial
Group, Inc. (the "Company"), are to be offered on a continuing
basis. Goldman, Sachs & Co., Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc. and Salomon Brothers Inc, as agents (each an
"Agent"), have agreed to solicit purchases of Notes issued in
fully registered form. In addition, Fleet Bank of
Massachusetts, National Association, will be acting as an agent
pursuant to a distribution agreement dated as of the date
hereof. The Agents will not be obligated to purchase Notes for
their own account, unless otherwise agreed. The Notes are
being sold pursuant to a selling agency agreement between the
Company and the Agents dated the date hereof (the "Agency
Agreement"). The Senior Notes will be issued under an
indenture dated as of October 1, 1992, between the Company and
The First National Bank of Chicago (the "Senior Trustee" or
"First Chicago"), as trustee (the "Senior Indenture"). The
Subordinated Notes will be issued under an indenture dated as
of October 1, 1992, between the Company and First Chicago (the
"Subordinated Trustee" and collectively with the Senior
Trustee, the "Trustee") as trustee, as supplemented by a first
supplemental indenture dated as of November 30, 1992, between
the Company and the Subordinated Trustee (as so supplemented,
the "Subordinated Indenture" and collectively with the Senior
Indenture, the "Indentures"). The Senior Notes will rank
equally with all other unsecured and unsubordinated debt of the
Company. The Subordinated Notes will be subordinate and junior
in right of payment to all Senior Indebtedness and Other
Financial Obligations of the Company, to the extent and in the
manner set forth in the Subordinated Indenture. The Notes have
been registered with the Securities and Exchange Commission
(the "Commission").
The Agency Agreement provides that Notes may also be
purchased by an Agent acting solely as principal and not as
agent. In the event of any such purchase, the functions of
both the Agent and the beneficial owner under the
administrative procedures set forth below shall be performed by
such Agent acting solely as principal, unless otherwise agreed
to between the Company and such Agent acting as principal.
Each Note will be represented by either a Global Security
(as defined hereinafter) delivered to the Trustee, as agent for
The Depository Trust Company ("DTC"), and recorded in the
book-entry system maintained by DTC (a "Book-Entry Note") or a
certificate delivered to the Holder thereof or a Person
designated by such Holder (a "Certificated Note"). An owner of
a Book-Entry Note will not be entitled to receive a certificate
representing such Note.
The procedures to be followed during, and the specific
terms of, the solicitation of orders by the Agents and the sale
as a result thereof by the Company are explained below.
Administrative and record-keeping responsibilities will be
handled for the Company by its Treasury Department. The
Company will advise the Agents and the Trustee in writing of
those persons handling administrative responsibilities with
whom the Agents and the Trustee are to communicate regarding
orders to purchase Notes and the details of their delivery.
Administrative procedures and specific terms of the
offering are explained below. Book-Entry Notes will be issued
in accordance with the administrative procedures set forth in
Part I hereof, as adjusted in accordance with changes in DTC's
operating requirements, and Certificated Notes will be issued
in accordance with the administrative procedures set forth in
Part II hereof. Unless otherwise defined herein, terms defined
in the applicable Indenture and the Notes shall be used herein
as therein defined. Notes for which interest is calculated on
the basis of a fixed interest rate, which may be zero, are
referred to herein as "Fixed Rate Notes". Notes for which
interest is calculated on the basis of a floating interest rate
are referred to herein as "Floating Rate Notes". To the extent
the procedures set forth below conflict with the provisions of
the Notes, the applicable Indenture, DTC's operating
requirements or the Agency Agreement, the relevant provisions
of the Notes, the applicable Indenture, DTC's operating
requirements and the Agency Agreement shall control.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry
Notes for eligibility in the book-entry system maintained by
DTC, the Trustee will perform the custodial, document control
and administrative functions described below, in accordance
with its respective obligations under a Letter of
Representations from the Company and the Trustee to DTC dated
as of the date hereof and a Medium-Term Note Certificate
Agreement between the Trustee and DTC dated as of May 26, 1989,
and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement system ("SDFS").
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more
Book-Entry Notes, the Company will issue a
single global security in fully registered
form without coupons (a "Global Security")
representing up to $150,000,000 principal
amount of all such Book-Entry Notes that
have the same rank (senior or subordinated),
original issue date, original issue discount
provisions, if any, Interest Payment Dates,
Regular Record Dates, Interest Payment
Period, redemption provisions, if any,
Maturity Date, and, in the case of Fixed
Rate Notes, interest rate, or, in the case
of Floating Rate Notes, initial interest
rate, Base Rate, Index Maturity, Interest
Reset Period, Interest Reset Dates, Spread
and/or Spread Multiplier, if any, minimum
interest rate, if any, and maximum interest
rate, if any (collectively, the "Terms").
Each Global Security will be dated and
issued as of the date of its authentication
by the Trustee. Each Global Security will
bear an original issue date, which will be
(i) with respect to an original Global
Security (or any portion thereof), the
original issue date specified in such Global
Security and (ii) following a consolidation
of Global Securities, with respect to the
Global Security resulting from such
consolidation, the most recent Interest
Payment Date to which interest has been paid
or duly provided for on the predecessor
Global Securities, regardless of the date of
authentication of such resulting Global
Security. No Global Security will represent
(i) both Fixed Rate and Floating Rate
Book-Entry Notes or (ii) any Certificated
Note.
Identification The Company has arranged with the CUSIP
Numbers: Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau") for
the reservation of two series of CUSIP
numbers, each of which consists of
approximately 900 CUSIP numbers and relates
to Global Securities representing Book-Entry
Notes and book-entry medium-term notes
issued by the Company with other series
designations. The Company has obtained from
the CUSIP Service Bureau a written list of
such reserved CUSIP numbers, which the
Company shall deliver to the Trustee and
DTC. The Company will assign CUSIP numbers
to Global Securities as described below
under Settlement Procedure "B". DTC will
notify the CUSIP Service Bureau periodically
of the CUSIP numbers that the Company has
assigned to Global Securities. At any time
when fewer than 100 of the reserved CUSIP
numbers remain unassigned to Global
Securities for either series, if it deems
necessary, the Company will reserve
additional CUSIP numbers for assignment to
Global Securities. Upon obtaining such
additional CUSIP numbers, the Company shall
deliver a list of such additional CUSIP
numbers to the Trustee and DTC.
Registration: Global Securities will be issued only in
fully registered form without coupons. Each
Global Security will be registered in the
name of CEDE & CO., as nominee for DTC, on
the securities register for the Notes
maintained under the applicable Indenture.
The beneficial owner of a Book-Entry Note
(or one or more indirect participants in DTC
designated by such owner) will designate one
or more participants in DTC (with respect to
such Book-Entry Note, the "Participants") to
act as agent or agents for such owner in
connection with the book-entry system
maintained by DTC, and DTC will record in
book-entry form, in accordance with
instructions provided by such Participants,
a credit balance with respect to such
beneficial owner in such Book-Entry Note in
the account of such Participants. The
ownership interest of such beneficial owner
(or such participant) in such Book-Entry
Note will be recorded through the records of
such Participants or through the separate
records of such Participants and one or more
indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by DTC
and, in turn, by Participants (and, in
certain cases, one or more indirect
participants in DTC) acting on behalf of
beneficial transferors and transferees of
such Note.
Exchanges: The Trustee may deliver to DTC and the CUSIP
Service Bureau at any time a written notice
of consolidation (a copy of which shall be
attached to the resulting Global Security
described below) specifying (i) the CUSIP
numbers of two or more Outstanding Global
Securities that represent (A) Fixed Rate
Book-Entry Notes having the same Terms and
for which interest has been paid to the same
date or (B) Floating Rate Book-Entry Notes
having the same Terms and for which interest
has been paid to the same date, (ii) a date,
occurring at least thirty days after such
written notice is delivered and at least
thirty days before the next Interest Payment
Date for such Book-Entry Notes, on which
such Global Securities shall be exchanged
for a single replacement Global Security and
(iii) the single CUSIP number to be assigned
to such replacement Global Security (which
shall be the CUSIP number previously
assigned to the Global Security with the
earliest date of issuance). Upon receipt of
such a notice, DTC will send to its
participants (including the Trustee) a
written reorganization notice to the effect
that such exchange will occur on such date.
Prior to the specified exchange date, the
Trustee will deliver to the CUSIP Service
Bureau a written notice setting forth such
exchange date and such single CUSIP number
and stating that, as of such exchange date,
the CUSIP numbers of the individual Global
Securities not assigned to the replacement
Global Security will no longer be valid. On
the specified exchange date, the Trustee
will exchange such Global Securities for a
single Global Security bearing the single
CUSIP number and the CUSIP numbers of the
individual Global Securities not assigned
will, in accordance with CUSIP Service
Bureau procedures, be retired and not
reassigned. Notwithstanding the foregoing,
if the Global Securities to be exchanged
exceed $150,000,000 in aggregate principal
amount, one Global Security will be
authenticated and is sued to represent each
$150,000,000 of principal amount of the
exchanged Global Securities and an
additional Global Security will be
authenticated and issued to represent any
remaining principal amount of such Global
Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a date
not less than nine months nor more than
thirty years after the settlement date for
such Note.
Denominations: Book-Entry Notes will be issued in principal
amounts of $1,000 or any integral multiple
thereof. Global Securities will be
denominated in principal amounts not in
excess of $150,000,000. If one or more
Book-Entry Notes having an aggregate
principal amount in excess of $150,000,000
would, but for the preceding sentence, be
represented by a single Global Security,
then one Global Security will be
authenticated and issued to represent each
$150,000,000 principal amount of such
Book-Entry Note or Notes and an additional
Global Security will be authenticated and
issued to represent any remaining principal
amount of such Book-Entry Note or Notes. In
such a case, each of the Global Securities
representing such Book-Entry Note or Notes
shall be assigned the same CUSIP number.
Interest: General. Interest, if any, on each
Book-Entry Note will accrue from the
original issue date for the first interest
period or the last date to which interest
has been paid, if any, for each subsequent
interest period, on the Global Security
representing such Book-Entry Note, and will
be calculated and paid in the manner
described in such Book-Entry Note and in the
Prospectus (as defined in the Agency
Agreement), as supplemented by the
applicable Pricing Supplement. Unless
otherwise specified therein, each payment of
interest on a Book-Entry Note will include
interest accrued to but excluding the
Interest Payment Date or to but excluding
Maturity. Interest payable at the Maturity
of a Book-Entry Note will be payable to the
Person to whom the principal of such Note is
payable. Standard & Poor's Corporation will
use the information received in the pending
deposit message described under Settlement
Procedure "C" below in order to include the
amount of any interest payable and certain
other information regarding the related
Global Security in the appropriate (daily or
weekly) bond report published by Standard &
Poor's Corporation.
Regular Record Dates. The Regular Record
Date with respect to any Interest Payment
Date for Floating Rate Book-Entry Notes
shall be the date fifteen calendar days
immediately preceding such Interest Payment
Date, and for Fixed Rate Book-Entry Notes
shall be the April 15 or October 15 next
preceding such Interest Payment Date,
whether or not such date shall be a Business
Day.
Interest Payment Dates on Fixed Rate
Book-Entry Notes. Interest payments on
Fixed Rate Book-Entry Notes will be made
semiannually on May 1 and November 1 of each
year and at Maturity; provided, however,
that in the case of a Fixed Rate Book-Entry
Note issued between a Regular Record Date
and an Interest Payment Date, or on an
Interest Payment Date, the first interest
payment will be made on the Interest Payment
Date following the next succeeding Regular
Record Date. If any Interest Payment Date
for a Fixed Rate Book-Entry Note is not a
Business Day, the payment due on such day
shall be made on the next succeeding
Business Day and no interest shall accrue on
such payment for the period from and after
such Interest Payment Date.
Interest Payment Dates on Floating Rate
Book-Entry Notes. Interest payments will be
made on Floating Rate Book-Entry Notes
monthly, quarterly, semiannually or
annually. Unless otherwise agreed upon,
interest will be payable, in the case of
Floating Rate Book-Entry Notes with a
monthly Interest Payment Period, on the
third Wednesday of each month; with a
quarterly Interest Payment Period, on the
third Wednesday of March, June, September
and December of each year; with a semiannual
Interest Payment Period, on the third
Wednesday of the two months specified
pursuant to Settlement Procedure "A" below;
and with an annual Interest Payment Period,
on the third Wednesday of the month
specified pursuant to Settlement Procedure
"A" below; provided, however, that if an
Interest Payment Date for a Floating Rate
Book-Entry Note would otherwise be a day
that is not a Business Day with respect to
such Floating Rate Book-Entry Note, such
Interest Payment Date will be the next
succeeding Business Day with respect to such
Floating Rate Book-Entry Note, except that
in the case of a Floating Rate Book-Entry
Note for which the Base Rate is LIBOR, if
such Business Day is in the next succeeding
calendar month, such Interest Payment Date
will be the immediately preceding Business
Day; and provided further, that, in the case
of a Floating Rate Book-Entry Note issued
between a Regular Record Date and an
Interest Payment Date or on an Interest
Payment Date, the first interest payment
will be made on the Interest Payment Date
following the next succeeding Regular Record
Date.
Notice of Floating Rate Interest Rates.
Promptly after each Interest Determination
Date for Floating Rate Book-Entry Notes, the
Calculation Agent will notify the Trustee
and Standard & Poor's Corporation of the
interest rates determined on such Interest
Determination Date.
Calculation of Fixed Rate Book-Entry Notes. Interest
Interest: on Fixed Rate Book-Entry Notes (including
interest for partial periods) will be
calculated on the basis of a 360-day year of
twelve 30-day months.
Floating Rate Book-Entry Notes. Interest
rates on Floating Rate Book-Entry Notes will
be determined as set forth in the form of
Notes. Interest on Floating Rate Book-Entry
Notes, except as otherwise set forth
therein, will be calculated on the basis of
actual days elapsed and a year of 360 days,
except that in the case of a Floating Rate
Book-Entry Note for which the Base Rate is
the Treasury Rate, interest will be
calculated on the basis of the actual number
of days in the year.
Payments of Payment of Interest Only. Promptly
Principal and after each Regular Record Date,
Interest: provided, with respect to Floating Rate
Notes, that the Calculation Agent has
provided the Trustee with the necessary
information regarding interest rates, the
Trustee will deliver to the Company and DTC
a written notice setting forth, by CUSIP
number, the amount of interest to be paid on
each Global Security on the following
Interest Payment Date (other than an
Interest Payment Date coinciding with
Maturity) and the total of such amounts.
DTC will confirm the amount payable on each
Global Security on such Interest Payment
Date by reference to the appropriate (daily
or weekly) bond reports published by
Standard & Poor's Corporation. The Company
will pay to the Trustee, as paying agent,
the total amount of interest due on such
Interest Payment Date (other than at
Maturity), and the Trustee will pay such
amount to DTC, at the times and in the
manner set forth below under "Manner of
Payment".
Payments at Maturity. On or about the last
Business Day of each month, the Trustee will
deliver to the Company and DTC a written
list of principal and interest to be paid on
each Global Security maturing (on a Maturity
or Redemption Date or otherwise) in the
following month. The Trustee, the Company
and DTC will confirm the amounts of such
principal and interest payments with respect
to each such Global Security on or about the
fifth Business Day preceding the Maturity of
such Global Security. On or before
Maturity, the Company will pay to the
Trustee, as paying agent, the principal
amount of such Global Security, together
with interest due at such Maturity. The
Trustee will pay such amount to DTC at the
times and in the manner set forth below
under "Manner of Payment". If any Maturity
of a Global Security representing Book-Entry
Notes is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day and no interest
shall accrue on such payment for the period
from and after such Maturity. Promptly
after payment to DTC of the principal and
interest due at Maturity of such Global
Security, the Trustee will cancel such
Global Security in accordance with the
applicable Indenture and so advise the
Company. On the first Business Day of each
month, the Trustee will deliver to the
Company a written statement indicating the
total principal amount of Outstanding Global
Securities as of the immediately preceding
Business Day.
Manner of Payment. The total amount of any
principal and interest due on Global
Securities on any Interest Payment Date or
at Maturity shall be paid by the Company to
the Trustee in immediately available funds
no later than 9:30 A.M. (New York City time)
on such date. The Company will make such
payment on such Global Securities by
instructing the Trustee to withdraw funds
from an account maintained by the Company at
First Chicago or by wire transfer of funds
available for immediate use to the Trustee.
The Company will confirm any such
instructions in writing to the Trustee.
Prior to 10 A.M. (New York City time) on the
date of Maturity or as soon as possible
thereafter, the Trustee will pay by separate
wire transfer (using Fedwire message entry
instructions in a form previously specified
by DTC) to an account at the Federal Reserve
Bank of New York previously specified by
DTC, in funds available for immediate use by
DTC, each payment of principal (together
with interest thereon) due on a Global
Security on such date. On each Interest
Payment Date (other than at Maturity),
interest payments shall be made to DTC, in
funds available for immediate use by DTC, in
accordance with existing arrangements
between the Trustee and DTC. On each such
date, DTC will pay, in accordance with its
SDFS operating procedures then in effect,
such amounts in funds available for
immediate use to the respective Participants
in whose names the Book-Entry Notes
represented by such Global Securities are
recorded in the book-entry system maintained
by DTC. Neither the Company (as issuer or
as paying agent) nor the Trustee shall have
any direct responsibility or liability for
the payment by DTC to such Participants of
the principal of and interest on the
Book-Entry Notes.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld
from any interest payment on a Book-Entry
Note will be determined and withheld by the
Participant, indirect participant in DTC or
other Person responsible for forwarding
payments and materials directly to the
beneficial owner of such Note.
Procedure for The Company and the Agents will discuss
Rate Setting and from time to time the aggregate principal
Posting: amount of, the issuance price of, and the
interest rates to be borne by, Book-Entry
Notes that may be sold as a result of the
solicitation of orders by the Agents. If
the Company decides to set prices of, and
rates borne by, any Book-Entry Notes in
respect of which the Agents are to solicit
orders (the setting of such prices and rates
to be referred to herein as "posting") or if
the Company decides to change prices or
rates previously posted by it, it will
promptly advise the Agents of the prices and
rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Company, each Agent will advise the
Orders: Company promptly by telephone of all orders
to purchase Book-Entry Notes received by
such Agent, other than those rejected by it
in whole or in part in the reasonable
exercise of its discretion. The Company has
the right to accept orders to purchase
Book-Entry Notes and may reject any such
orders in whole or in part.
Preparation of If any order to purchase a Book-Entry
Pricing Note is accepted by or on behalf of the
Supplement: Company, the Company will prepare a pricing
supplement (a "Pricing Supplement")
reflecting the terms of such Book-Entry Note
and will arrange to have ten copies thereof
filed with the Commission in accordance with
the applicable paragraph of Rule 424(b)
under the Act and will supply at least ten
copies thereof (and additional copies if
requested) to the Agent which presented the
order (the "Presenting Agent") at the
address set forth on Schedule I hereto, to
be delivered by overnight courier or
telecopy to arrive no later than 11:00 a.m.,
New York City time, on the Business Day
following the sale date.
The Presenting Agent will cause a Prospectus
and Pricing Supplement to be delivered to
the purchaser of such Book-Entry Note.
In each instance that a Pricing Supplement
is prepared, the Presenting Agent will affix
the Pricing Supplement to Prospectuses prior
to their use. Outdated Pricing Supplements
(other than those retained for files), will
be destroyed.
Suspension of The Company may instruct the Agents to
Solicitation; suspend at any time, for any period of
Amendment or time or permanently, the solicitation of
Supplement: orders to purchase Book-Entry Notes. Upon
receipt of such instructions, the Agents
will forthwith suspend solicitation until
such time as the Company has advised them
that such solicitation may be resumed.
In the event that at the time the Company
suspends solicitation of purchases there
shall be any orders outstanding for
settlement, the Company will promptly advise
the Agents and the Trustee whether such
orders may be settled and whether copies of
the Prospectus as in effect at the time of
the suspension, together with the
appropriate Pricing Supplement, may be
delivered in connection with the settlement
of such orders. The Company will have the
sole responsibility for such decision and
for any arrangements that may be made in the
event that the Company determines that such
orders may not be settled or that copies of
such Prospectus may not be so delivered.
If the Company decides to amend or
supplement the Registration Statement (as
defined in the Agency Agreement) or the
Prospectus, it will promptly advise the
Agents and furnish the Agents with the
proposed amendment or supplement and with
such certificates and opinions as are
required, all to the extent required by and
in accordance with the terms of the Agency
Agreement. Subject to the provisions
contained in Sections 4(a) and 4(b) of the
Agency Agreement, the Company may file with
the Commission any such supplement to the
Prospectus relating to the Notes. The
Company will provide the Agents and the
Trustee with copies of any such supplement,
and confirm to the Agents that such
supplement has been filed with the
Commission pursuant to the applicable
paragraph of Rule 424(b).
Procedures For When the Company has determined to
Rate Changes: change the interest rates of Book-Entry
Notes being offered, it will promptly advise
the Agents and the Agents will forthwith
suspend solicitation of orders. The Agents
will telephone the Company with
recommendations as to the changed interest
rates. At such time as the Company has
advised the Agents of the new interest
rates, the Agents may resume solicitation of
orders. Until such time only "indications
of interest" may be recorded.
Delivery of A copy of the Prospectus and a Pricing
Prospectus: Supplement relating to a Book-Entry Note
must accompany or precede the earliest of
any written offer of such Book-Entry Note,
confirmation of the purchase of such
Book-Entry Note and payment for such
Book-Entry Note by its purchaser. If notice
of a change in the terms of the Book-Entry
Notes is received by the Agents between the
time an order for a Book-Entry Note is
placed and the time written confirmation
thereof is sent by the Presenting Agent to a
customer or his agent, such confirmation
shall be accompanied by a Prospectus and
Pricing Supplement setting forth the terms
in effect when the order was placed.
Subject to "Suspension of Solicitation;
Amendment or Supplement" above, the
Presenting Agent will deliver a Prospectus
and Pricing Supplement as herein described
with respect to each Book-Entry Note sold by
it. The Company will make such delivery if
such Book-Entry Note is sold directly by the
Company to a purchaser (other than an Agent).
Confirmation: For each order to purchase a Book-Entry Note
solicited by any Agent and accepted by or on
behalf of the Company, the Presenting Agent
will issue a confirmation to the purchaser,
with a copy to the Company, setting forth
the details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of immediately
available funds in payment for a Book-Entry
Note and the authentication and issuance of
the Global Security representing such
Book-Entry Note shall constitute
"settlement" with respect to such Book-Entry
Note. All orders accepted by the Company
will be settled on the fifth Business Day
following the date of sale of such
Book-Entry Note pursuant to the timetable
for settlement set forth below unless the
Company and the purchaser agree to
settlement on another day which shall be no
earlier than the Business Day following the
date of sale.
Settlement Settlement Procedures with regard to
Procedures: each Book-Entry Note sold by the Company
through any Agent, as agent, shall be as
follows:
A. The Presenting Agent will advise the
Company by telephone of the following
settlement information:
1. Rank (senior or subordinated).
2. Principal amount.
3. Maturity Date.
4. In the case of a Fixed Rate
Book-Entry Note, the interest rate
or, in the case of a Floating Rate
Book-Entry Note, the Base Rate,
initial interest rate (if known at
such time), Index Maturity,
Interest Reset Period, Interest
Reset Dates, Interest
Determination Dates, Spread and/or
Spread Multiplier (if any),
minimum interest rate (if any) and
maximum interest rate (if any).
5. Interest Payment Dates and the
Interest Payment Period.
6. Redemption or repayment
provisions, if any.
7. Settlement date.
8. Price.
9. The Presenting Agent's DTC
participant account number and
commission, determined as provided
in Section 2 of the Agency
Agreement.
10. Whether such Book-Entry Note is
issued at an original issue
discount and, if so, the total
amount of OID, the yield to
maturity and the initial accrual
period OID.
B. The Company will assign a CUSIP number
to the Global Security representing
such Book-Entry Note and then advise
the Trustee and the Presenting Agent by
telephone (confirmed in writing at any
time on the same date) or electronic
transmission of the information set
forth in Settlement Procedure "A"
above, such CUSIP number and the name
of the Presenting Agent. The Company
will also notify the Presenting Agent
by telephone of such CUSIP number as
soon as practicable.
C. The Trustee will enter a pending
deposit message through DTC's
Participant Terminal System providing
the settlement information to DTC
specified in the Letter of
Representations from the Company and
the Trustee to DTC dated as of the date
hereof.
D. To the extent the Company has not
already done so, the Company will
deliver to the Trustee a Global
Security in a form that has been
approved by the Company, the Agents and
the Trustee.
E. The Trustee will complete such Global
Security, stamp the appropriate legend,
as instructed by DTC, if not already
set forth thereon, and authenticate the
Global Security representing such
Book-Entry Note in accordance with the
terms of the written order of the
Company then in effect.
F. DTC will credit such Book-Entry Note to
the Trustee's participant account at
DTC.
G. Upon delivery of the pending deposit
message referenced in "C" above, an
SDFS deliver order through DTC's
Participant Terminal System will be
created instructing DTC to debit such
Book-Entry Note to the Trustee's
participant account and credit such
Book-Entry Note to the Presenting
Agent's participant account and debit
the Presenting Agent's settlement
account and credit the Trustee's
settlement account for an amount equal
to the price of such Book-Entry Note
less the Presenting Agent's
commission. The entry of such a
pending deposit message by First
Chicago as Trustee shall constitute a
representation and warranty by First
Chicago to DTC that (i) the Global
Security representing such Book-Entry
Note has been issued and authenticated
and (ii) First Chicago is holding such
Global Security pursuant to the
Medium-Term Note Certificate Agreement
between First Chicago and DTC.
H. The Presenting Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to
debit such Book-Entry Note to the
Presenting Agent's participant account
and credit such Book-Entry Note to the
participant accounts of the
Participants with respect to such
Book-Entry Note and (ii) to debit the
settlement accounts of such
Participants and credit the settlement
account of the Presenting Agent for an
amount equal to the price of such
Book-Entry Note.
I. Transfers of funds in accordance with
SDFS deliver orders described in
Settlement Procedures "G" and "H" will
be settled in accordance with SDFS
operating procedures in effect on the
settlement date.
J. The Trustee will, upon receipt of funds
from the Agent in accordance with
Settlement Procedure "G", credit to an
account of the Company maintained at
First Chicago funds available for
immediate use in the amount transferred
to the Trustee in accordance with
Settlement Procedure "G". However, the
Trustee shall not credit the account of
the Company unless and until the
Trustee has confirmed receipt of the
funds in the appropriate amount
transferred in accordance with
Settlement Procedure "G".
K. The Presenting Agent will confirm the
purchase of such Book-Entry Note to the
purchaser either by transmitting to the
Participants with respect to such
Book-Entry Note a confirmation order or
orders through DTC's institutional
delivery system or by mailing a written
confirmation to such purchaser.
Settlement For orders of Book-Entry Notes
Procedures solicited by any Agent and accepted by
Timetable: the Company for settlement on the Business
Day after the sale date, Settlement
Procedures "A" through "K" set forth above
shall be completed as soon as possible but
not later than the respective times (New
York City time) set forth below:
Settlement
Procedure Time
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before
settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:30 P.M. on settlement date
J-K 5:00 P.M. on settlement date
If a sale is to be settled more than one
Business Day after the sale date, Settlement
Procedures "A", "B" and "C" shall be
completed as soon as practicable but no
later than 11:00 A.M. and 12:00 Noon on the
first Business Day after the sale date and
no later than 2:00 P.M. on the Business Day
before the settlement date, respectively.
If the initial interest rate for a Floating
Rate Book-Entry Note has not been determined
at the time that Settlement Procedure "A" is
completed, Settlement Procedures "B" and "C"
shall be completed as soon as such rate has
been determined but no later than 12:00 Noon
and 2:00 P.M., respectively, on the second
Business Day before the settlement date.
Settlement Procedure "I" is subject to
extension in accordance with any extension
of Fedwire closing deadlines and in the
other events specified in SDFS operating
procedures in effect on the settlement date.
If settlement of a Book-Entry Note is
rescheduled or canceled, the Trustee will
deliver to DTC, through DTC's Participant
Terminal System, a cancellation message to
such effect by no later than 2:00 P.M. on
the Business Day immediately preceding the
scheduled settlement date.
Failure to If the Trustee has not entered an SDFS
Settle: deliver order with respect to a Book-Entry
Note pursuant to Settlement Procedure "G",
then, upon written request (which may be by
telecopy) of the Company, the Trustee shall
deliver to DTC, through DTC's Participant
Terminal System, as soon as practicable, a
withdrawal message instructing DTC to debit
such Book-Entry Note to the Trustee's
participant account. DTC will process the
withdrawal message, provided that the
Trustee's participant account contains a
principal amount of the Global Security
representing such Book-Entry Note that is at
least equal to the principal amount to be
debited. If a withdrawal message is
processed with respect to all the Book-Entry
Notes represented by a Global Security, the
Trustee will cancel such Global Security in
accordance with the applicable Indenture and
so advise the Company, and will make
appropriate entries in its records. The
CUSIP number assigned to such Global
Security shall, in accordance with CUSIP
Service Bureau procedures, be canceled and
not immediately reassigned. If a withdrawal
message is processed with respect to one or
more, but not all, of the Book-Entry Notes
represented by a Global Security, the
Trustee will exchange such Book-Entry Note
for two Global Securities, one of which
shall represent such Book-Entry Notes and
shall be canceled immediately after issuance
and the other of which shall represent the
other Book-Entry Notes previously
represented by the surrendered Global
Security and shall bear the CUSIP number of
the surrendered Global Security.
If the purchase price for any Book-Entry
Note is not timely paid to the Participants
with respect to such Note by the beneficial
purchaser thereof (or a Person, including an
indirect participant in DTC, acting on
behalf of such purchaser), such Participants
and, in turn, the Presenting Agent may enter
SDFS deliver orders through DTC's
Participant Terminal System debiting such
Note to such Agent's participant account and
crediting such Note free to the participant
account of the Trustee and shall notify the
Trustee and the Company thereof.
Thereafter, the Trustee (i) will immediately
notify the Company thereof, once the Trustee
has confirmed that such Note has been
credited to its participant account, and the
Company shall immediately transfer by
Fedwire (immediately available funds) to
such Agent an amount equal to the price of
such Note which was previously credited to
the account of the Company maintained at
First Chicago or wire transferred at the
Company's direction in accordance with
Settlement Procedure J and (ii) the Trustee
will deliver the withdrawal message and take
the related actions described in the
preceding paragraph. If such failure shall
have occurred for any reason other than a
default by the Presenting Agent in the
performance of its obligations hereunder and
under the Agency Agreement, then the Company
will reimburse the Presenting Agent or the
Trustee, as applicable, on an equitable
basis for the loss of the use of the funds
during the period when they were credited to
the account of the Company.
Notwithstanding the foregoing, upon any
failure to settle with respect to a
Book-Entry Note, DTC may take any actions in
accordance with its SDFS operating
procedures then in effect. In the event of
a failure to settle with respect to one or
more, but not all, of the Book-Entry Notes
to have been represented by a Global
Security, the Trustee will provide, in
accordance with Settlement Procedure "E",
for the authentication and issuance of a
Global Security representing the other
Book-Entry Notes to have been represented by
such Global Security and will make
appropriate entries in its records.
Trustee and First Nothing herein shall be deemed to
Chicago Not to require the Trustee or First Chicago to
Risk Funds: risk or expend its own funds in connection
with any payment to the Company, DTC, the
Agents or the purchaser, it being understood
by all parties that payments made by the
Trustee or First Chicago to the Company,
DTC, the Agents or the purchaser shall be
made only to the extent that funds are
provided to the Trustee or First Chicago for
such purpose.
Authenticity of The Company will cause the Trustee to
Signatures: furnish the Agents from time to time with
the specimen signatures of each of the
Trustee's officers, employees or agents who
has been authorized by the Trustee to
authenticate Book-Entry Notes, but no Agent
will have any obligation or liability to the
Company or the Trustee in respect of the
authenticity of the signature of any
officer, employee or agent of the Company or
the Trustee on any Book-Entry Note.
Payment of Each Agent shall forward to the Company,
Expenses: on a monthly basis, a statement of the
out-of-pocket expenses incurred by such
Agent during that month that are
reimbursable to it pursuant to the terms of
the Agency Agreement. The Company will
remit payment to the Agents currently on a
monthly basis.
Advertising The Company will determine with the
Costs: Agents the amount of advertising that may be
appropriate in soliciting offers to purchase
the Book-Entry Notes. Advertising expenses
will be paid by the Company.
Periodic Periodically, upon written request, the
Statements Trustee will send to the Company a statement
from the Trustee: setting forth the principal amount of
Book-Entry Notes Outstanding as of that date
and setting forth a brief description of any
sales of Book-Entry Notes which the Company
has advised the Trustee but which have not
yet been settled.
PART II
Administrative Procedures for Certificated Notes
The Trustee will serve as registrar and transfer agent and
authenticating and paying agent in connection with the
Certificated Notes.
Issuance: Each Certificated Note will be dated and
issued as of the date of its authentication
by the Trustee. Each Certificated Note will
bear an Original Issue Date, which will be
(i) with respect to an original Certificated
Note (or any portion thereof), its original
issuance date (which will be the settlement
date) and (ii) with respect to any
Certificated Note (or portion thereof)
issued subsequently upon transfer or
exchange of a Certificated Note or in lieu
of a destroyed, lost or stolen Certificated
Note, the Original Issue Date of the
predecessor Certificated Note, regardless of
the date of authentication of such
subsequently issued Certificated Note.
Registration: Certificated Notes will be issued only in
fully registered form without coupons.
Transfers and A Certificated Note may be presented for
Exchanges: transfer or exchange at the office of the
Trustee at 14 Wall Street (8th Floor), New
York, N.Y. 10005, Attention: Corporate Trust
Services. Certificated Notes will be
exchangeable for other Certificated Notes
having identical terms but different
authorized denominations without service
charge. Certificated Notes will not be
exchangeable for Book-Entry Notes.
Maturities: Each Certificated Note will mature on a date
not less than nine months nor more than
thirty years after the settlement date for
such Note.
Denominations: The denomination of any Certificated Note
denominated in U.S. dollars will be a
minimum of $100,000 or any amount in excess
thereof that is an integral multiple of
$1,000. The authorized denominations of
Certificated Notes denominated in any other
currency will be specified pursuant to
"Settlement Procedures" below.
Interest: General. Interest, if any, on each
Certificated Note will accrue from the
original issue date for the first interest
period or the last date to which interest
has been paid, if any, for each subsequent
interest period, and will be calculated and
paid in the manner described in such Note
and in the Prospectus, as supplemented by
the applicable Pricing Supplement. Unless
otherwise specified therein, each payment of
interest on a Certificated Note will include
interest accrued to but excluding the
Interest Payment Date or to but excluding
Maturity.
Regular Record Dates. The Regular Record
Dates with respect to any Interest Payment
Date for Floating Rate Certificated Notes
shall be the date fifteen calendar days
immediately preceding such interest Payment
Date, and for Fixed Rate Certificated Notes
shall be the April 15 or October 15 next
preceding such Interest Payment Date,
whether or not such date shall be a Business
Day.
Fixed Rate Certificated Notes. Unless
otherwise specified pursuant to Settlement
Procedure "A" below, interest payments on
Fixed Rate Certificated Notes will be made
semiannually on May 1 and November 1 of each
year and at Maturity; provided, however,
that in the case of a Fixed Rate
Certificated Note issued between a Regular
Record Date and an Interest Payment Date, or
on an Interest Payment Date, the first
interest payment will be made on the
Interest Payment Date following the next
succeeding Regular Record Date. If any
Interest Payment Date for or the Maturity of
a Fixed Rate Certificated Note is not a
Business Day, the payment due on such day
shall be made on the next succeeding
Business Day and no interest shall accrue on
such payment for the period from and after
such Interest Payment Date or Maturity, as
the case may be.
Floating Rate Certificated Notes. Interest
payments will be made on Floating Rate
Certificated Notes monthly, quarterly,
semi-annually or annually. Interest will be
payable, in the case of Floating Rate
Certificated Notes with a monthly Interest
Payment Period, on the third Wednesday of
each month; with a quarterly interest
Payment Period, on the third Wednesday of
March, June, September and December of each
year; with a semi-annual Interest Payment
Period, on the third Wednesday of the two
months specified pursuant to Settlement
Procedure "A" below; and with an annual
Interest Payment Period, on the third
Wednesday of the month specified pursuant to
Settlement Procedure "A" below; provided,
however, that if an Interest Payment Date
for a Floating Rate Certificated Note would
otherwise be a day that is not a Business
Day with respect to such Floating Rate
Certificated Note, such Interest Payment
Date will be the next succeeding Business
Day with respect to such Floating Rate
Certificated Note, except in the case of a
Floating Rate Certificated Note for which
the Base Rate is LIBOR, if such Business Day
is in the next succeeding calendar month,
such Interest Payment Date will be the
immediately preceding Business Day; and
provided further, that in the case of a
Floating Rate Certificated Note issued
between a Regular Record Date and an
Interest Payment Date or on an Interest
Payment Date, the first interest payment
will be made on the Interest Payment Date
following the next succeeding Regular Record
Date.
Calculation of Fixed Rate Certificated Note. Interest
Interest: on Fixed Rate Certificated Notes (including
interest for partial periods) will be
calculated on the basis of a 360-day year of
twelve 30-day months.
Floating Rate Certificated Notes. Interest
rates on Floating Rate Certificated Notes
will be determined as set forth in the form
of Notes. Interest on Floating Rate
Certificated Notes, except as otherwise set
forth therein, will be calculated on the
basis of actual days elapsed and a year of
360 days, except that in the case of a
Floating Rate Certificated Note for which
the Base Rate is Treasury Rate, interest
will be calculated on the basis of the
actual number of days in the year.
Payments of On or before the due date for any
Principal and payment of principal or interest on
Interest: each Certificated Note, the Company will pay
to the Trustee, as paying agent, the amount
of principal and/or interest then due. The
Trustee will pay the principal amount of
each Certificated Note at Maturity upon
presentation of such Certificated Note to
the Trustee. Such payment, together with
payment of interest due at Maturity of such
Certificated Note, will be made in funds
available for immediate use by the Trustee
and in turn by the Holder of such
Certificated Note. Certificated Notes
presented to the Trustee at Maturity for
payment will be canceled by the Trustee in
accordance with the applicable Indenture.
All interest payments on a Certificated Note
(other than interest due at Maturity) will
be made by check drawn on the Trustee or
another Person appointed by the Trustee
mailed by the Trustee to the Person entitled
thereto as provided in such Note and the
applicable Indenture; provided, however,
that the holder of $10,000,000 (or the
equivalent thereof in other currencies) or
more of Certificated Notes with similar
tenor and terms will be entitled to receive
payment by wire transfer in U.S. dollars
upon receipt of written instructions by the
Trustee. Following each Regular Record Date
and Special Record Date, the Trustee will
furnish the Company with a list of interest
payments to be made on the following
Interest Payment Date for each group of
Certificated Notes bearing interest at a
particular rate and in total for all
Certificated Notes. Interest at Maturity
will be payable to the Person to whom the
payment of principal is payable. The
Trustee will provide, on or about the last
Business Day of each month, to the Company
lists of principal and interest, to the
extent ascertainable, to be paid on
Certificated Notes maturing (on a Maturity
or Redemption Date or otherwise) in the next
two months.
First Chicago will be responsible for
withholding taxes on interest paid on
Certificated Notes as required by applicable
law.
Procedure for The Company and the Agents will discuss from
Rate Setting and time to time the aggregate principal amount
Posting: of, the issuance price of, and the interest
rates to be borne by, Notes that may be sold
as a result of the solicitation of orders by
the Agents. If the Company decides to set
prices of, and rates borne by, any Notes in
respect of which the Agents are to solicit
orders (the setting of such prices and rates
to be referred to herein as "posting") or if
the Company decides to change prices or
rates previously posted by it, it will
promptly advise the Agents of the prices and
rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Company, each Agent will advise the
Orders: Company promptly by telephone of all orders
to purchase Certificated Notes received by
such Agent, other than those rejected by it
in whole or in part in the reasonable
exercise of its discretion. Unless
otherwise agreed by the Company and the
Agents, the Company has the sole right to
accept orders to purchase Certificated Notes
and may reject any such orders in whole or
in part.
Preparation of If any order to purchase a Certificated
Pricing Note is accepted by or on behalf of
Supplement: the Company, the Company will prepare a
Pricing Supplement reflecting the terms of
such Certificated Note and will arrange to
have ten copies thereof filed with the
Commission in accordance with the applicable
paragraph of Rule 424(b) under the Act and
will supply at least ten copies thereof (and
additional copies if requested) to the
Presenting Agent at the address set forth on
Schedule I hereto, to be delivered by
overnight courier or telecopy to arrive no
later than 11:00 a.m., New York City time,
on the Business Day following the sale
date. The Presenting Agent will cause a
Prospectus and Pricing Supplement to be
delivered to the purchaser of such
Certificated Note.
In each instance that a Pricing Supplement
is prepared, the Presenting Agent will affix
the Pricing Supplement to Prospectuses prior
to their use. Outdated Pricing Supplements
(other than those retained for files), will
be destroyed.
Suspension of Subject to the Company's representations,
Solicitation; warranties and covenants contained in the
Amendment or Agency Agreement, the Company may instruct
Supplement: the Agents to suspend at any time for any
period of time or permanently, the
solicitation of orders to purchase
Certificated Notes. Upon receipt of such
instructions, the Agents will forthwith
suspend solicitation until such time as the
Company has advised them that such
solicitation may be resumed.
In the event that at the time the Company
suspends solicitation of purchases there
shall be any orders outstanding for
settlement, the Company will promptly advise
the Agents and the Trustee whether such
orders may be settled and whether copies of
the Prospectus as in effect at the time of
the suspension, together with the
appropriate Pricing Supplement, may be
delivered in connection with the settlement
of such orders. The Company will have the
sole responsibility for such decision and
for any arrangements that may be made in the
event that the Company determines that such
orders may not be settled or that copies of
such Prospectus may not be so delivered.
If the Company decides to amend or
supplement the Registration Statement or the
Prospectus, it will promptly advise the
Agents and furnish the Agents with the
proposed amendment or supplement and with
such certificates and opinions as are
required, all to the extent required by and
in accordance with the terms of the Agency
Agreement. Subject to the provisions of the
Agency Agreement, the Company may file with
the Commission any supplement to the
Prospectus relating to the Notes. The
Company will provide the Agents and the
Trustee with copies of any such supplement,
and confirm to the Agents that such
supplement has been filed with the
Commission pursuant to the applicable
paragraph of Rule 424(b).
Procedure for When the Company has determined to change
Rate Changes: the interest rates of Certificated Notes
being offered, it will promptly advise the
Agents and the Agents will forthwith suspend
solicitation of orders. The Agents will
telephone the Company with recommendations
as to the changed interest rates. At such
time as the Company has advised the Agents
of the new interest rates, the Agents may
resume solicitation of orders. Until such
time only "indications of interest" may be
recorded.
Delivery of A copy of the Prospectus and a Pricing
Prospectus: Supplement relating to a Certificated Note
must accompany or precede the earliest of
any written offer of such Certificated Note,
confirmation of the purchase of such
Certificated Note and payment for such
Certificated Note by its purchaser. If
notice of a change in the terms of the
Certificated Notes is received by the Agents
between the time an order for a Certificated
Note is placed and the time written
confirmation thereof is sent by the
Presenting Agent to a customer or his agent,
such confirmation shall be accompanied by a
Prospectus and Pricing Supplement setting
forth the terms in effect when the order was
placed. Subject to "Suspension of
Solicitation; Amendment or Supplement"
above, the Presenting Agent will deliver a
Prospectus and Pricing Supplement as herein
described with respect to each Certificated
Note sold by it. The Company will make such
delivery if such Certificated Note is sold
directly by the Company to a purchaser
(other than any Agent).
Confirmation: For each order to purchase a Certificated
Note solicited by any Agent and accepted by
or on behalf of the Company, the Presenting
Agent will issue a confirmation to the
purchaser, with a copy to the Company,
setting forth the details set forth above
and delivery and payment instructions.
Settlement: The receipt by the Company of immediately
available funds in exchange for an
authenticated Certificated Note delivered to
the Presenting Agent and the Presenting
Agent's delivery of such Certificated Note
against receipt of immediately available
funds shall, with respect to such
Certificated Note, constitute "settlement".
All orders accepted by the Company will be
settled on the fifth Business Day following
the date of sale pursuant to the timetable
for settlement set forth below, unless the
Company and the purchaser agree to
settlement on another day which shall be no
earlier than the next Business Day following
the date of sale.
Settlement Settlement Procedures with regard to
Procedures: each Certificated Note sold by the Company
through any Agent, as agent, shall be as
follows:
A. The Presenting Agent will advise the
Company by telephone of the following
settlement information:
1. Name in which such Certificated
Note is to be registered
("Registered Owner").
2. Address of the Registered Owner
and address for payment of
principal and interest.
3. Taxpayer identification number of
the Registered Owner (if
available).
4. Rank (senior or subordinated).
5. Principal amount.
6. Maturity Date.
7. In the case of a Fixed Rate
Certificated Note, the interest
rate or, in the case of a Floating
Rate Certificated Note, the
initial interest rate (if known at
such time), Base Rate, Index
Maturity, Interest Reset Period,
Interest Reset Dates, Interest
Determination Dates, Spread and/or
Spread Multiplier (if any),
minimum interest rate (if any) and
maximum interest rate (if any).
8. Interest Payment Dates and the
Interest Payment Period.
9. Specified Currency and whether the
option to elect payment in a
Specified Currency applies and if
the Specified Currency is not U.S.
dollars, the authorized
denominations.
10. Redemption or repayment
provisions, if any.
11. Settlement date.
12. Price (including currency).
13. Presenting Agent's commission,
determined as provided in Section
2 of the Agency Agreement.
14. Whether such Certificated Note is
issued at an original issue
discount, and, if so, the total
amount of OID, the yield to
maturity and the initial accrual
period OID.
B. The Company will advise the Trustee by
telephone (confirmed in writing at any
time on the sale date) or electronic
transmission of the information set
forth in Settlement Procedure "A" above
and the name of the Presenting Agent.
C. The Company will deliver to the Trustee
an original Certificated Note with
customer confirmation in triplicate in
forms that have been approved by
Company, the Agents and the Trustee.
D. The Trustee will complete such
Certificated Note and will authenticate
such Certificated Note and deliver it
(with the confirmation) and two copies
thereof (clearly marked as such) to the
Presenting Agent, and the Presenting
Agent will acknowledge receipt of the
Note by stamping or otherwise marking
the first copy and returning it to the
Trustee. Such delivery will be made
only against such acknowledgment of
receipt. In the event that the
instructions given by the Presenting
Agent for payment to the account of the
Company are revoked, the Company will
as promptly as possible wire transfer
to the account of the Presenting Agent
an amount of immediately available
funds equal to the amount of such
payment made.
E. The Presenting Agent will deliver such
Certificated Note (with the
confirmation) to the customer against
payment in immediately payable funds.
The Presenting Agent will obtain the
acknowledgement of receipt of such
Certificated Note by retaining the
second copy thereof.
F. The Trustee will send a third copy of
the Certificated Note (clearly marked
as such) to the Company by first-class
mail.
Settlement For orders of Certificated Notes
Procedures solicited by any Agent, as agent, and
Timetable: accepted by the Company, Settlement
Procedures "A" through "F" set forth above
shall be completed on or before the
respective times (New York City time) set
forth below:
Settlement
Procedure Time
A 2:00 P.M. on the day before
settlement
B-C 3:00 P.M. on the day before
settlement
D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Failure to If a purchaser fails to accept delivery
Settle: of and make payment for any Certificated
Note, the Presenting Agent will notify the
Company and the Trustee by telephone and
return such Certificated Note to the
Trustee. Upon receipt of such notice, the
Company will immediately wire transfer to
the account of the Presenting Agent an
amount equal to the amount previously
credited to the account of Company in
respect of such Certificated Note. Such
wire transfer will be made on the settlement
date, if possible, and in any event not
later than the Business Day following the
settlement date. If the failure shall have
occurred for any reason other than a default
by the Presenting Agent in the performance
of its obligations hereunder and under the
Agency Agreement, then the Company will
reimburse the Presenting Agent on an
equitable basis for its loss of the use of
the funds during the period when they were
credited to the account of the Company.
Immediately upon receipt of the Certificated
Note in respect of which such failure
occurred, the Trustee will cancel such
Certificated Note in accordance with the
applicable Indenture and so advise the
Company and will make appropriate entries in
its records.
Trustee Not to Nothing herein shall be deemed to require
Risk Funds: the Trustee or First Chicago to risk or
expend its own funds in connection with any
payment to the Company, the Agents or the
purchaser, it being understood by all
parties that payments made by the Trustee to
the Company, the Agents or the pur chaser
shall be made only to the extent that funds
are provided to the Trustee for such purpose.
Authenticity of The Company will cause the Trustee to
Signatures: furnish the Agents from time to time with
the specimen signatures of each of the
Trustee's officers, employees or agents who
has been authorized by the Trustee to
authenticate Certificated Notes, but no
Agent will have any obligation or liability
to the Company or the Trustee in respect of
the authenticity of the signature of any
officer, employee or agent of the Company or
the Trustee on any Certificated Note.
Payment of Each Agent shall forward to the Company,
Expenses: on a monthly basis, a statement of the
out-of-pocket expenses incurred by such
Agent during that month that are
reimbursable to it pursuant to the terms of
the Agency Agreement. The Company will
remit payment to the Agents currently on a
monthly basis.
Advertising The Company will determine with the
Costs: Agents the amount of advertising that may be
appropriate in soliciting orders to purchase
the Certificated Notes. Advertising
expenses will be paid by the Company.
Periodic Periodically, upon written request,
Statements the Trustee will send to the Company a
from the statement setting forth the principal amount
Trustee: of Certificated Notes Outstanding as of that
date and setting forth a brief description
of any sales of Certificated Notes of which
the Company has advised the Trustee but
which have not yet been settled.
<PAGE>
EXHIBIT B
Fleet Financial Group, Inc.
Senior Medium-Term Notes, Series H
Subordinated Medium-Term Notes, Series I
Due Nine Months or More from Date of Issue
TERMS AGREEMENT
, 199
Attention:
Subject in all respects to the terms and conditions of the
Selling Agency Agreement (the "Agreement") dated November 23,
1994, among you and Goldman, Sachs & Co., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc. and Salomon Brothers Inc, the undersigned
agrees to purchase the following Notes of Fleet Financial
Group, Inc.:
Series H or Series I:
Aggregate Principal Amount: $
Interest Rate:
Date of Maturity:
Interest Payment Dates:
Regular Record Dates:
Discount: % of Principal Amount
Purchase Price: % of Principal Amount [plus
accrued interest from
, 199 ]
Purchase Date and Time:
Place for Delivery of Notes and Payment Therefor:
Method of Payment:
<PAGE>
Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Agreement:
Date until which time additional
Notes may not be sold pursuant
to Section 4(m) of the Agreement:
[Purchaser)
By:
Accepted:
By:
Title:
<PAGE>
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal to
the following percentage of the principal amount of each Note
sold on an agency basis by such Agent:
Term Commission Rate
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to and including 30 years .750%
Over 30 years to be negotiated
Unless otherwise specified in the applicable Terms
Agreement, the discount or commission payable to a Purchaser
shall be determined on the basis of the commission schedule set
forth above.
Address for Notice to you:
Notices to Goldman, Sachs & Co. shall be directed to it at
85 Broad Street, New York, New York 10004, Attention of Credit
Department.
Notices to Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, shall be directed to it at World
Financial Center, North Tower - 10th Floor, New York, New York
10281-1310, Attention of MTN Product Management.
Notices to J.P. Morgan Securities Inc. shall be directed to
it at 60 Wall Street, New York, New York 10260, Attention of
Medium Term Note Desk, Third Floor.
Notices to Salomon Brothers Inc shall be directed to it at
Seven World Trade Center, New York, New York 10048, Attention
of the Medium-Term Note Department.
<PAGE>
SCHEDULE I
Addresses of Agents for
Delivery of Pricing Supplements
Goldman, Sachs & Co.:
Goldman, Sachs & Co.
85 Broad Street
New York, N.Y. 10004
Attention: Medium-Term Note Desk (27th Floor)/
Patricia O'Connell
Telephone: (212) 902-1482
Telecopy: (212) 902-0658
Merrill Lynch & Co.:
Merrill Lynch & Co. - Tritech Services
4 Corporate Place
Corporate Park 287
Piscataway, New Jersey 08854
Attention: Final Prospectus Unit/Nachman
Kimerling
Telephone: (908) 878-6525/26/27
Telecopy: (908) 878-6530/9815
with a copy to:
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center, North Tower
10th Floor
New York, N.Y. 10281-1310
Attention: MTN Product Management
Telephone: (212) 449-7476
Telecopy: (212) 449-2234
J.P. Morgan Securities Inc.
J.P. Morgan Securities Inc.
Documentation Group (Third Floor)
60 Wall Street
New York, N.Y. 10260
Attention: Maureen Krim
Telephone: (212) 648-0738
Telecopy: (212) 648-5151
Salomon Brothers Inc:
Salomon Brothers Inc
Attention: Pricing Supplements
8800 Hidden River Parkway
Tampa, FL 33637
Attention: Enrique Castro
Telephone: (813) 558-7165
Telecopy: (813) 558-4123
Exhibit 1(b)
Fleet Financial Group, Inc.
$1,126,900,000
Senior Medium-Term Notes, Series H
Subordinated Medium-Term Notes, Series I
Due from Nine Months to Thirty Years
from Date of Issue
Distribution Agreement
November 28, 1994
New York, New York
Fleet Bank of Massachusetts,
National Association
75 State Street
Boston, MA 02109
Ladies and Gentlemen:
Fleet Financial Group, Inc., a Rhode Island corporation
(the "Company"), confirms its agreement with you with respect
to the issue and sale by the Company of up to $1,126,900,000
aggregate principal amount of its Senior Medium-Term Notes,
Series H and Subordinated Medium-Term Notes, Series I
(respectively, the "Senior Notes" and the "Subordinated
Notes"), Due Nine Months or More from Date of Issue
(collectively, the "Notes"). The Senior Notes are to be issued
under an indenture dated as of October 1, 1992 (the
"Indenture"), between the Company and The First National Bank
of Chicago, as trustee (the "Senior Trustee" or "First
Chicago"). The Subordinated Notes are to be issued under an
indenture dated as of October 1, 1992, between the Company and
First Chicago as trustee (the "Subordinated Trustee" and,
collectively with the Senior Trustee, the "Trustee"), as
supplemented by a first supplemental indenture dated as of
November 30, 1992, between the Company and the Subordinated
Trustee (as so supplemented, the "Subordinated Indenture" and
collectively with the Senior Indenture, the "Indentures"). The
Notes to be sold by you will be issued in minimum denominations
of $150,000 or any amount in excess thereof which is an
integral multiple of $1,000, will be issued only in fully
registered form and will have the annual interest rates,
maturities and, if appropriate, other terms set forth in a
supplement to the Prospectus referred to below. The Notes will
be issued, and the terms thereof established, in accordance
with the applicable Indenture and the Medium-Term Notes
Administrative Procedures attached hereto as Exhibits A and B
(the "Procedures") . The Procedures may only be amended by
written agreement of the Company and you after notice to, and
with the approval of, the Trustee.
1. Representations and Warranties. The Company represents
and warrants to, and agrees with, you as set forth below in
this Section 1. Certain terms used in this Section 1 are
defined in paragraph (d) hereof.
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933 (the "Act") and has
filed with the Securities and Exchange Commission (the
"Commission") a registration statement on such Form (File
Number: 33-55555), including a basic prospectus, which also
constitutes pursuant to Rule 429 under the Act Post-Effective
Amendment 5 No. 1 to registration statements on such Form (File
Numbers: 33-50214 and 33-50216) and which become effective, for
the registration under the Act of securities (the
"Securities"), including the Notes, in an aggregate principal
amount of $1,126,900,000. Such registration statements, as
amended at the date of this Agreement, meet the requirements
set forth in Rule 415(a)(1)(ix) or (x) under the Act and comply
in all other material respects with said Rule. The Company has
included in such registration statements, as amended at the
date of this Agreement, or has filed or will file with the
Commission pursuant to the applicable paragraph of Rule 424(b)
under the Act, a supplement to the form of prospectus included
in such registration statement relating to the Notes and the
plan of distribution thereof (the "Prospectus Supplement"). In
connection with the sale of Notes the Company proposes to file
with the Commission pursuant to the applicable paragraph of
Rule 424(b) under the Act further supplements to the Prospectus
Supplement specifying the interest rates, maturity dates and,
if appropriate, other terms of the Notes sold pursuant hereto
or the offering thereof.
(b) As of the Execution Time, on the Effective Date,
when any supplement to the Prospectus is filed with the
Commission, on each day of an Offering Period (referred to
below) and at the date of delivery by the Company of any Notes
sold hereunder (a "Closing Date"), (i) the Registration
Statement, as amended as of any such time, and the Prospectus,
as supplemented as of any such time, and each Indenture will
comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939 (the
"Trust Indenture Act") and the Securities Exchange Act of 1934
(the "Exchange Act") and the respective rules thereunder; (ii)
the Registration Statement, as amended as of any such time, did
not or will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein
not misleading; and (iii) the Prospectus, as supplemented as of
any such time, will not contain any 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 Company makes no representations or
warranties as to (i) that part of the Registration Statement
which shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the
Trustee or (ii) the information contained in or omitted from
the Registration Statement or the Prospectus (or any supplement
thereto) in reliance upon and in conformity with information
furnished in writing to the Company by you specifically for
inclusion in connection with the preparation of the
Registration Statement or the Prospectus (or any supplement
thereto).
(c) As of the time any Notes are issued and sold
hereunder, each Indenture will constitute a legal, valid and
binding instrument enforceable against the Company in
accordance with its terms and such Notes will have been duly
authorized, executed, authenticated and, when paid for by the
purchasers thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
applicable Indenture.
(d) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term "the
Effective Date" shall mean each date that the Registration
Statement and any post-effective amendment or amendments
thereto became or become effective. "Execution Time" shall
mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Basic Prospectus" shall mean
the form of basic prospectus relating to the Securities
contained in the Registration Statement at the Effective Date.
"Prospectus" shall mean the Basic Prospectus as supplemented by
the Prospectus Supplement. "Registration Statement" shall mean
the registration statements referred to in paragraph (a) above,
including incorporated documents, exhibits and financial
statements, as amended at the Execution Time. "Rule 415" and
"Rule 424" refer to such rules under the Act. Any reference
herein to the Registration Statement, the Basic Prospectus, the
Prospectus Supplement or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under
the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as the
case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, the Prospectus Supplement or
the Prospectus shall be deemed to refer to and include the
filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date
of the Basic Prospectus, the Prospectus Supplement or the
Prospectus, as the case may be, deemed to be incorporated
therein by reference.
2. Appointment of Agent; Solicitation by the Agent of
Offers to Purchase. Subject to the terms and conditions set
forth herein, the Company hereby authorizes the Agent to act as
its agent to solicit offers for the purchase of all or part of
the Notes from the Company. The Company shall notify the Agent
from time to time as to the commencement of a period during
which the Notes may be offered and sold by the Agent (each
period, commencing with such notification and ending at such
time as the authorization for offers and sales through the
Agent shall have been suspended by the Company or the Agent as
provided hereunder, being referred to as an "Offering Period").
On the basis of the representations and warranties, and
subject to the terms and conditions set forth herein, the Agent
agrees, solely as agent of the Company, to use its reasonable
efforts to solicit offers to purchase the Notes during each
Offering Period from the Company upon the terms and conditions
set forth in the Prospectus (and any supplement thereto) and in
the Procedures. Under no circumstances will the Agent be
obligated to purchase any Notes for its own account.
The Company shall have the sole right to accept offers to
purchase the Notes and may reject any such offer in whole or in
part. The Agent shall have the right to reject, in its
discretion reasonably exercised, any offer received by it to
purchase the Notes in whole or in part, and any such rejection
shall not be deemed a breach of its agreements contained herein.
The Company reserves the right, in its sole discretion, to
instruct the Agent to suspend at any time, for any period of
time or permanently, the solicitation of offers to purchase the
Notes. Upon receipt of instructions from the Company, the
Agent will forthwith suspend solicitation of offers to purchase
Notes from the Company until such time as the Company has
advised them that such solicitation may be resumed.
The Company agrees to pay the Agent a commission, on the
Closing Date with respect to each sale of Notes by the Company
as a result of a solicitation made by the Agent, in an amount
equal to that percentage specified in Schedule I hereto of the
aggregate principal amount of the Notes sold by the Company.
Such commission shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited
by the Agent for the Company at such time and in such amounts
as the Agent deems advisable. The Company may from time to
time offer Notes for sale otherwise than through the Agent;
provided, however, that so long as this Agreement shall be in
effect, the Company shall not solicit or accept offers to
purchase Notes through the agent other than the Agent, an
affiliate of the Company, or any of Salomon Brothers Inc,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman, Sachs & Co. and J.P. Morgan Securities
Inc., which have entered into a Selling Distribution Agreement
with the Company providing for the sale of Notes on terms and
conditions substantially similar to those contained herein,
unless such solicitation or acceptance is on terms with respect
to commissions substantially similar to those set forth in
Schedule I hereto and the Company shall give the Agent
reasonable notice of the appointment of such agent for the
purpose of soliciting the Notes.
3. Offering and Sale of Notes. The Agent and the Company
agree to perform the respective duties and obligations
specifically provided to be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the
Notes, the Company will not file any amendment of the
Registration Statement or supplement to the Prospectus (except
for (i) periodic or current reports filed under the Exchange
Act, (ii) a supplement relating to any offering of Notes
providing solely for the specification of or a change in the
maturity dates, interest rates, issuance prices or other terms
of any Notes or (iii) a supplement relating to an offering of
Securities other than the Notes) unless the Company has
furnished you a copy for your review prior to filing and given
you a reasonable opportunity to comment on any such proposed
amendment or supplement. Subject to the foregoing sentence,
the Company will cause each supplement to the Prospectus to be
filed with the Commission pursuant to the applicable paragraph
of Rule 424(b) within the time period prescribed and will
provide evidence satisfactory to you of such filing. The
Company will promptly advise you (i) when the Prospectus, and
any supplement thereto, shall have been filed with the
Commission pursuant to Rule 424(b), (ii) when, prior to the
termination of the offering of the Notes, any amendment of the
Registration Statement shall have been filed or become
effective, (iii) of any request by the Commission for any
amendment of the Registration Statement or supplement to the
Prospectus or for any additional information, (iv) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution
or threatening of any proceeding for that purpose and (v) of
the receipt by the Company of any notification with respect to
the suspension of the qualification of the Notes for sale in
any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Notes is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then supplemented
would include any untrue statement of a material fact or omit
to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they
were made, not misleading, or if it shall be necessary to amend
the Registration Statement or to supplement the Prospectus to
comply with the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will (i) notify you to suspend
solicitation of offers to purchase Notes (and, if so notified
by the Company, you shall forthwith suspend such solicitation
and cease using the Prospectus as then supplemented), (ii)
prepare and file with the Commission, subject to the first
sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or
effect such compliance and (iii) supply any supplemented
Prospectus to you in such quantities as you may reasonably
request. If such amendment or supplement, and any documents,
certificates and opinions furnished to you pursuant to
paragraph (g) of this Section 4 in connection with the
preparation or filing of such amendment or supplement are
satisfactory in all respects to you, you will, upon the filing
of such amendment or supplement with the Commission and upon
the effectiveness of an amendment to the Registration
Statement, if such an amendment is required, resume your
obligation to solicit offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the
Act, will file promptly all documents required to be filed with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act and will furnish to you copies of such
documents. In addition, on the date on which the Company makes
any announcement to the general public concerning earnings or
concerning any other event which is required to be described,
or which the Company proposes to describe, in a document filed
pursuant to the Exchange Act, the Company will furnish to you
the information contained or to be contained in such
announcement. The Company also will furnish to you copies of
all other press releases or announcements to the general public
of a financial nature. The Company will immediately notify you
of (i) any downgrading in the rating of the Notes or any other
debt securities of the Company, or the announcement that the
Notes or any other debt securities of the Company have been
placed on a "watchlist" with negative implications, by any
"nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or (ii) any
notice given of any intended or potential decrease in any such
rating or of a possible change in any such rating that does not
indicate the direction of the possible change, as soon as the
Company learns of any such decrease or notice, as soon as the
Company learns of any such downgrading or announcement.
(d) As soon as practicable, the Company will make
generally available to its security holders and to you an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a)
of the Act and Rule 158 under the Act.
(e) The Company will furnish to you and your counsel,
without charge, copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus may
be required by the Act, as many copies of the Prospectus and
any supplement thereto as you may reasonably request.
(f) The Company will arrange for the qualification of
the Notes for sale under the laws of such jurisdictions as you
may designate, will maintain such qualifications in effect so
long as required for the distribution of the Notes, and will
arrange for the determination of the legality of the Notes for
purchase by institutional investors.
(g) The Company shall furnish to you such
information, documents, certificates of officers of the Company
and opinions of counsel for the Company relating to the
business, operations and affairs of the Company, the
Registration Statement, the Prospectus, and any amendments
thereof or supplements thereto, the Indentures, the Notes, this
Agreement, the Procedures and the performance by the Company
and you of its and your respective obligations hereunder and
thereunder as you may from time to time and at any time prior
to the termination of this Agreement reasonably request.
(h) The Company shall, whether or not any sale of the
Notes is consummated, (i) pay all expenses incident to the
performance of its obligations under this Agreement, including
the fees and disbursements of its accountants and counsel, the
cost of printing or other production and delivery of the
Registration Statement, the Prospectus, all amendments thereof
and supplements thereto, each Indenture, this Agreement and all
other documents relating to the offering, the cost of
preparing, printing, packaging and delivering the Notes, the
fees and disbursements, including fees of counsel, incurred in
compliance with Section 4(f), the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes, (ii)
reimburse you on a monthly basis for all out-of-pocket expenses
incurred by you in connection with this Agreement and (iii) pay
the reasonable fees and expenses of your counsel incurred in
connection with this Agreement.
(i) Each acceptance by the Company of an offer to
purchase Notes will be deemed to be an affirmation that its
representations and warranties contained in this Agreement are
true and correct at the time of such acceptance, as though made
at and as of such time, and a covenant that such
representations and warranties will be true and correct at the
time of delivery to the purchaser of the Notes relating to such
acceptance, as though made at and as of such time (it being
understood that for purposes of the foregoing affirmation and
covenant such representations and warranties shall relate to
the Registration Statement and Prospectus as amended or
supplemented at each such time). Each such acceptance by the
Company of an offer for the purchase of Notes shall be deemed
to constitute an additional representation, warranty and
agreement by the Company that, as of the settlement date for
the sale of such Notes, after giving effect to the issuance of
such Notes, of any other Notes to be issued on or prior to such
settlement date and of any other Securities to be issued and
sold by the Company on or prior to such settlement date, the
aggregate amount of Securities (including any Notes) which have
been issued and sold by the Company will not exceed the amount
of Securities registered pursuant to the Registration Statement.
(j) Prior to the commencement of the first Offering
Period subsequent to each time, and subsequent to each time
during any Offering Period, that the Registration Statement or
the Prospectus is amended or supplemented (other than by an
amendment or supplement relating to any offering of Securities
other than the Notes or providing solely for the specification
of or a change in the maturity dates, the interest rates, the
issuance prices or other similar terms of any Notes sold
pursuant hereto), the Company will deliver or cause to be
delivered promptly to you a certificate of the Company, signed
by the Chairman of the Board, or the President, or any
Executive Vice President and the principal financial or
accounting officer or Treasurer of the Company, dated the date
of the effectiveness of such amendment or the date of the
filing of such supplement, in form reasonably satisfactory to
you, of the same tenor as the certificate referred to in
Section 5(d) but modified to relate to the last day of the
fiscal quarter for which financial statements of the Company
were last filed with the Commission and to the Registration
Statement and the Prospectus as amended and supplemented to the
time of the effectiveness of such amendment or the filing of
such supplement.
(k) Prior to the commencement of the first Offering
Period subsequent to each time, and subsequent to each time
during any Offering Period, each time that the Registration
Statement or the Prospectus is amended or supplemented (other
than by an amendment or supplement (i) relating to any offering
of Securities other than the Notes, (ii) providing solely for
the specification of or a change in the maturity dates, the
interest rates, the issuance prices or other similar terms of
any Notes sold pursuant hereto or (iii) setting forth or
incorporating by reference financial statements or other
information as of and for a fiscal quarter, unless, in the case
of clause (iii) above, in your reasonable judgment, such
financial statements or other information are of such a nature
that an opinion of counsel should be furnished), the Company
shall furnish or cause to be furnished promptly to you a
written opinion of counsel of the Company satisfactory to you,
dated the date of the effectiveness of such amendment or the
date of the filing of such supplement, in form satisfactory to
you, of the same tenor as the opinion referred to in Section
5(b) but modified to relate to the Registration Statement and
the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such
supplement or, in lieu of such opinion, counsel last furnishing
such an opinion to you may furnish you with a letter to the
effect that you may rely on such last opinion to the same
extent as though it were dated the date of such letter
authorizing reliance (except that statements in such last
opinion will be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented to the time of
the effectiveness of such amendment or the filing of such
supplement).
(l) Prior to the commencement of the first Offering
Period subsequent to each time that the Registration Statement
or the Prospectus is amended or supplemented to include or
incorporate amended or supplemental financial information, and
each time during any Offering Period that the Registration
Statement or Prospectus is so amended or supplemented, the
Company shall cause its independent public accountants promptly
to furnish you a letter, dated the date of the commencement of
such Offering Period or the date of the effectiveness of such
amendment or the date of the filing of such supplement, as the
case may be, in form satisfactory to you, of the same tenor as
the letter referred to in Section 5(e) with such changes as may
be necessary to reflect the amended and supplemental financial
information included or incorporated by reference in the
Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter; provided, that in no
event will the Company accept any offer to purchase Notes
unless such letter shall have been delivered; provided,
further, that, if the Registration Statement or the Prospectus
is amended or supplemented solely to include or incorporate by
reference financial information as of and for a fiscal quarter,
the Company's independent public accountants may limit the
scope of such letter, which shall be satisfactory in form to
you, to the unaudited financial statements, the related
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" and any other information of an
accounting, financial or statistical nature included in such
amendment or supplement, unless, in your reasonable judgment,
such letter should cover other information or changes in
specified financial statement line items.
(m) The Company confirms as of the date hereof that it has
complied with all provisions of Section 1 of Laws of Florida,
Chapter 92-198, An Act Relating to Disclosure of Doing Business
with Cuba, and the Company further agrees that if it commences
engaging in business with the government of Cuba or with any
person or affiliate located in Cuba after the date the
Registration Statement becomes or has become effective with the
Securities and Exchange Commission or with the Florida
Department of Banking and Finance (the "Department"), whichever
date is later, or if the information reported in the
Prospectus, if any, concerning the Company's business with Cuba
or with any person or affiliate located in Cuba changes in any
material way, the Company will provide the Department notice of
such business or change, as appropriate, in a form acceptable
to the Department.
5. Conditions to the Obligations of the Agent. The
obligations of the Agent to solicit offers to purchase the
Notes shall be subject to the accuracy of the representations
and warranties on the part of the Company contained herein as
of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission and
as of each Closing Date, to the accuracy of the statements of
the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus,
and any such supplement, shall have been filed in the manner
and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Agent the
opinion of Edwards & Angell, counsel for the Company, dated the
Execution Time, to the effect that:
(i) each of the Company and Fleet National Bank
(the "Bank") and any other subsidiary or subsidiaries
which the Agent may reasonably request (individually a
"Subsidiary" and collectively the "Subsidiaries") has
been duly incorporated and is validly existing as a
corporation or national association in good standing
under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and
authority to own its properties and conduct its
business as described in the Prospectus; the Company
is qualified to do business as a foreign corporation
under the laws of the State of New York; except as
stated above, none of the Company or the Bank is
required to be qualified to do business as a foreign
corporation under the laws of any other jurisdiction;
and the Company is registered as a bank holding
company under the Bank Holding Company Act of 1956, as
amended;
(ii) all the outstanding shares of capital stock
of the Bank and such Subsidiaries have been duly and
validly authorized and issued and are fully paid and
(except as provided in 12 U.S.C. Section 55)
nonassessable, and, except as otherwise set forth in
the Prospectus, all outstanding shares of capital
stock of the Bank and such Subsidiaries are owned by
the Company either directly or through wholly owned
subsidiaries free and clear of any perfected security
interest and, to the knowledge of such counsel, after
due inquiry, any other security interests, claims,
liens or encumbrances;
(iii) each Indenture has been duly authorized,
executed and delivered by the Company, has been duly
qualified under the Trust Indenture Act, and
constitutes a legal, valid and binding agreement
enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium or other laws affecting creditors' rights
generally from time to time in effect and to the
availability of equitable remedies which are
discretionary with the courts);
(iv) the Notes have been duly authorized as a
series of Debt Securities under the applicable
Indenture, are in the forms provided for by
resolutions of the Board of Directors of the Company
adopted pursuant to such Indenture, conform to the
description thereof contained in the Prospectus, and,
when executed and authenticated in accordance with the
provisions of the applicable Indenture and delivered
to and paid for by the purchasers, will constitute
valid and binding obligations of the Company entitled
to the benefits of the applicable Indenture;
(v) to the best knowledge of such counsel, there
is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Prospectus, and there is
no franchise, contract or other document of a
character required to be described in the Registration
Statement or Prospectus, or to be filed as an exhibit,
which is not described or filed as required;
(vi) the Registration Statement and any
amendments thereto have become effective under the
Act; to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration
Statement, as amended, has been issued, no proceedings
for that purpose have been instituted or threatened,
and the Registration Statement, the Prospectus and
each amendment thereof or supplement thereto as of
their respective effective or issue dates (other than
the financial statements and other financial data
contained therein as to which such counsel need
express no opinion) comply as to form in all material
respects with the applicable requirements of the Act
and the Exchange Act and the respective rules
thereunder; and such counsel has no reason to believe
that the Registration Statement, or any amendment
thereof, at the time it became effective and at the
date of this Agreement (or, in the case of any opinion
delivered pursuant to Section 4(k) or Section 6, the
date of such subsequently delivered opinion),
contained any untrue statement of a material fact or
omitted to state any material fact required to be
stated therein or necessary to make the statements
therein not misleading or that the Prospectus, as
amended or supplemented to the date of such opinion,
includes any untrue statement of a material fact or
omits to state a material fact necessary to make the
statements therein, in light of the circumstances
under which they were made, not misleading;
(vii) this Agreement has been duly authorized,
executed and delivered by the Company;
(viii) no consent, approval, authorization or
order of any court or governmental agency or body is
required for the consummation of the transactions
contemplated herein, except such as have been obtained
under the Act and such as may be required under the
blue sky laws of any jurisdiction in connection with
the purchase and distribution of the Notes as
contemplated by this Agreement and such other
approvals (specified in such opinion) as have been
obtained;
(ix) neither the issue and sale of the Notes,
nor the consummation of any other of the transactions
herein contemplated nor the fulfillment of the terms
hereof will conflict with, result in a breach of, or
constitute a default under the charter or by-laws of
the Company or the terms of any indenture or other
agreement or instrument known to such counsel and to
which the Company or any of its subsidiaries is a
party or bound, or any order or regulation known to
such counsel to be applicable to the Company or any of
its subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator
having jurisdiction over the Company or any of its
subsidiaries; and
(x) no holders of securities of the Company have
rights to the registration of such securities under
the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction
other than the State of Rhode Island or the United States, to
the extent deemed proper and specified in such opinion, upon
the opinion of other counsel of good standing believed to be
reliable and who are satisfactory to counsel for the Agent and
(B) as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and public
officials. References to the Prospectus in this paragraph (b)
include any supplements thereto at the date such opinion is
rendered.
(c) [Intentionally omitted]
(d) The Company shall have furnished to the Agent a
certificate of the Company, signed by the Chairman of the
Board, or the President, or any Executive Vice President and
the principal financial or accounting officer or Treasurer of
the Company, dated the Execution Time, to the effect that the
signers of such certificate have carefully examined the
Registration Statement, the Prospectus, any supplement to the
Prospectus and this Agreement and that:
(i) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the date hereof with
the same effect as if made on the date hereof and the
Company has complied with all the agreements and
satisfied all the conditions on its part to be
performed or satisfied as a condition to the
obligation of the Agent to solicit offers to purchase
the Notes;
(ii) no stop order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or,
to the Company's knowledge, threatened; and
(iii) since the date of the most recent
financial statements included in the Prospectus
(exclusive of any supplement thereto), there has been
no material adverse change in the condition (financial
or other), earnings, business or properties of the
Company and its subsidiaries, whether or not arising
from transactions in the ordinary course of business,
except as set forth in or contemplated in the
Prospectus (exclusive of any supplement thereto).
(e) Prior to the Execution Time, the Company shall
have furnished to the Agent such further information,
documents, certificates and opinions of counsel as the Agent
may reasonably request.
The documents required to be delivered by this Section 5
shall be delivered at the office of Edwards & Angell, 2700
Hospital Trust Tower, Providence, Rhode Island 02903, on the
date hereof.
6. Right of Person Who Agreed to Purchase to Refuse to
Purchase. (a) The Company agrees that any person who has
agreed to purchase and pay for any Note, shall have the right
to refuse to purchase such Note if (i) at the Closing Date
therefor, any condition set forth in Section 5 (except that
references to the Prospectus shall be to the Prospectus as
supplemented at the Closing Date) shall not be satisfied, (ii)
subsequent to the agreement to purchase such Note, any change,
or any development with respect to the Company involving a
prospective change, in or affecting the business or properties
of the Company and its subsidiaries shall have occurred the
effect of which is, in the judgment of the Agent, so material
and adverse as to make it impractical or inadvisable to proceed
with the delivery of such Note or (iii) subsequent to the
agreement to purchase such Note, (w) there shall have been any
decrease in the ratings of any of the Company's debt securities
by Moody's Investors Service or Standard & Poor's Corporation
(each a "Rating Agency") or any such Rating Agency shall
publicly announce that it has placed any of such debt
securities on a "watchlist" with negative implications, (x)
trading in the Company's Common Stock shall have been suspended
by the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been
established on such Exchange, (y) a banking moratorium shall
have been declared either by Federal, Rhode Island or New York
State authorities, or (z) there shall have occurred any
outbreak or escalation of hostilities or other calamity or
crisis the effect of which on the financial markets or the
United States is such as to make it, in the judgment of the
Agent, impracticable to market such Notes (it being understood
that under no circumstance shall the Agent have any duty or
obligation to exercise any judgment permitted to be exercised
pursuant to this Section 6(a)).
(b) The Company further agrees to notify the Agent
upon the occurrence of any change, condition or development
contemplated by Section 6(a)(ii) or (iii).
7. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless you and each person who
controls you within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which you, they or any of
them may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of
a material fact contained in the registration statement for the
registration of the Securities as originally filed or in any
amendment thereof, or in the Prospectus or any preliminary
Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided,
however, that (i) the Company will not be liable in any such
case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged
omission made therein in reliance upon and in conformity with
written information furnished to the Company by you
specifically for use in connection with the preparation
thereof, and (ii) such indemnity with respect to the Prospectus
or any preliminary Prospectus shall not inure to the benefit of
you (or any person controlling you) from whom the person
asserting any such loss, claim, damage or liability purchased
the Notes which are the subject thereof if such person did not
receive a copy of the Prospectus (or the Prospectus as
supplemented) excluding documents incorporated therein by
reference at or prior to the confirmation of the sale of such
Notes to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a
material fact contained in the Prospectus or any preliminary
Prospectus was corrected in the Prospectus (or the Prospectus
as supplemented). This indemnity agreement will be in addition
to any liability which the Company may otherwise have.
(b) You agree to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs
the Registration Statement and each person who controls the
Company within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from the
Company to you, but only with reference to written information
relating to you furnished to the Company by you specifically
for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in
addition to any liability which you may otherwise have. The
Company acknowledges that the statements set forth in the last
sentence of the ninth paragraph under the heading "Plan of
Distribution" of the Prospectus Supplement relating to
purchases and sales of Notes in the secondary market constitute
the only information furnished in writing by you for inclusion
in the documents referred to in the foregoing indemnity, and
you confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party
under this Section 7 of notice of the commencement of any
action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission, without prejudice, so
to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise
than under this Section 7. In case any such action is brought
against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and to the extent that it
may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that
if the defendants in any such action include both the
indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those
available to the indemnifying party, the indemnified party or
parties shall have the right to select separate counsel to
assert such legal defenses and to otherwise participate in the
defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to
such indemnified party of its election so to assume the defense
of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such
indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified
party shall have employed separate counsel in connection with
the assertion of legal defenses in accordance with the proviso
to the next preceding sentence (it being understood, however,
that the indemnifying party shall not be liable for the
expenses of more than one separate counsel (plus any local
counsel), approved by you in the case of paragraph (a) of this
Section 7, representing the indemnified parties under such
paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party
within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense
of the indemnifying party; and except that, if clause (i) or
(iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii).
(d) If for any reason the indemnification provided
for in paragraph (a) of this Section 7 is due in accordance
with its terms but is held by a court to be unavailable from
the Company on grounds of policy or otherwise, you shall
contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) to
which the Company and you may be subject in an amount not in
excess of the commissions received by you in connection with
the Notes from which such losses, claims, damages and
liabilities arise unless you were guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act). For purposes of this Section 7, each person who controls
you within the meaning of the Act shall have the same rights to
contribution as you and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to
clauses (y) and (z) of this paragraph (d).
8. Termination. This Agreement will continue in effect
until terminated as provided in this Section 8. This Agreement
may be terminated by either the Company or you, giving written
notice to the other party of such termination. This Agreement
shall so terminate at the close of business on the first
business day following the receipt of such notice by the party
to whom such notice is given. In the event of such
termination, no party shall have any liability to the other
party hereto, except as provided in the fourth paragraph of
Section 2(a), Section 4(b), Section 4(h), Section 7 and Section
9. The provisions of this Agreement (including without
limitation Section 6 hereof) applicable to any purchase of a
Note for which an agreement to purchase exists prior to the
termination hereof shall survive any termination of this
Agreement.
9. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Company or its officers and of you
set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation made by
or on behalf of you or the Company or any of the officers,
directors or controlling persons referred to in Section 7
hereof, and will survive delivery of and payment for the
Notes. The provisions of Sections 4(h) and 7 hereof shall
survive the termination or cancellation of this Agreement.
10. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to you,
will be mailed, delivered or telegraphed and confirmed to you,
at the address set forth above, attention of Carl F. Woodbury,
Senior Vice President; or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at 50
Kennedy Plaza, Providence, Rhode Island 02903, attention of the
Senior Vice President and General Counsel.
11. Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling
persons referred to in Section 7 hereof, and no other person
will have any right or obligation hereunder, except for the
right of a person who has agreed to purchase a Note to refuse
to purchase such Note as provided in Section 6 hereof.
12. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New
York.
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company and you.
Very truly yours,
FLEET FINANCIAL GROUP, INC.
By:
Douglas L. Jacobs
Vice President-Finance
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
FLEET BANK OF MASSACHUSETTS,
NATIONAL ASSOCIATION
By:
Carl F. Woodbury
Senior Vice President
<PAGE>
SCHEDULE I
Commission:
The Company agrees to pay the Agent a commission equal to
the following percentage of the principal amount of each Note
sold on an agency basis by the Agent:
Term Commission Rate
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to and including 30 years .750%
Over 30 years to be negotiated
<PAGE>
EXHIBIT A
Fleet Financial Group, Inc.
Medium-Term Note Administrative Procedures
November 18, 1994
The Senior Medium-Term Notes, Series H and Subordinated
Medium-Term Notes, Series I (respectively, the "Senior Notes"
and the "Subordinated Notes"), Due Nine Months or More from
Date of Issue (collectively the "Notes") of Fleet Financial
Group, Inc. (the "Company"), are to be offered on a continuing
basis. Fleet Bank of Massachusetts, National Association, as
agent (the "Agent"), has agreed to solicit purchases of Notes
issued in fully registered form. In addition, Salomon Brothers
Inc, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Goldman, Sachs & Co., and J.P. Morgan Securities
Inc. will be acting as agent pursuant to a selling agency
agreement dated as of the date hereof. The Agent will not be
obligated to purchase Notes for its own account. The Notes are
being sold pursuant to a Distribution Agreement between the
Company and the Agent dated the date hereof (the "Distribution
Agreement"). The Senior Notes will rank equally with all other
unsecured and unsubordinated debt of the Company. The
Subordinated Notes will be subordinate and junior in right of
payment to all Senior Indebtedness and Other Financial
Obligations of the Company, to the extent and in the manner set
forth in the Subordinated Indenture. The Notes have been
registered with the Securities and Exchange Commission (the
"Commission"). The Senior Notes will be issued under an
indenture dated as of October 1, 1992 (the "Senior Indenture"),
between the Company and The First National Bank of Chicago, as
trustee (the "Senior Trustee" or "First Chicago"). The
Subordinated Notes will be issued under an indenture dated as
of October 1, 1992, between the Company and First Chicago (the
"Subordinated Trustee" and collectively with the Senior
Trustee, the "Trustee) as trustee, as supplemented by a first
supplemental indenture dated as of November 30, 1992, between
the Company and the Subordinated Trustee (as so supplemented,
the "Subordinated Indenture" and collectively with the Senior
Indenture, the "Indentures"). Unless otherwise provided, the
Trustee will be the paying agent for the Notes.
Each Note will be represented by a Global Security (as
defined hereinafter) delivered to the Trustee, as agent for The
Depository Trust Company ("DTC"), and recorded in the
book-entry system maintained by DTC (a "Book-Entry Note"). An
owner of a Book-Entry Note will not be entitled to receive a
certificate representing such Note.
The procedures to be followed during, and the specific
terms of, the solicitation of orders by the Agent and the sale
as a result thereof by the Company are explained below.
Administrative and record-keeping responsibilities will be
handled for the Company by its Treasury Department. The
Company will advise the Agent and the Trustee in writing of
those persons handling administrative responsibilities with
whom the Agent and the Trustee are to communicate regarding
orders to purchase Notes and the details of their delivery.
Administrative procedures and specific terms of the
offering are explained below. Book-Entry Notes will be issued
in accordance with the administrative procedures set forth in
below, as adjusted in accordance with changes in DTC's
operating requirements. Unless otherwise defined herein, terms
defined in the applicable Indenture and the Notes shall be used
herein as therein defined. Notes for which interest is
calculated on the basis of a fixed interest rate, which may be
zero, are referred to herein as "Fixed Rate Notes". Notes for
which interest is calculated on the basis of a floating
interest rate are referred to herein as "Floating Rate Notes".
To the extent the procedures set forth below conflict with the
provisions of the Notes, the applicable Indenture, DTC's
operating requirements or the Distribution Agreement, the
relevant provisions of the Notes, the applicable Indenture,
DTC's operating requirements and the Distribution Agreement
shall control.
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry
Notes for eligibility in the book-entry system maintained by
DTC, the Trustee will perform the custodial, document control
and administrative functions described below, in accordance
with its respective obligations under a Letter of
Representations from the Company and the Trustee to DTC dated
as of the date hereof and a Medium-Term Note Certificate
Agreement between the Trustee and DTC dated as of May 26, 1989,
and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement system ("SDFS").
Issuance: On any date of settlement (as
defined under "Settlement" below)
for one or more Book-Entry Notes,
the Company will issue a single
global security in fully
registered form without coupons
(a "Global Security")
representing up to $150,000,000
principal amount of all such
Book-Entry Notes that have the
same rank (senior or
subordinated), original issue
date, original issue discount
provisions, if any, Interest
Payment Dates, Regular Record
Dates, Interest Payment Period,
redemption provisions, if any,
Maturity Date, and, in the case
of Fixed Rate Notes, interest
rate, or, in the case of Floating
Rate Notes, initial interest
rate, Base Rate, Index Maturity,
Interest Reset Period, Interest
Reset Dates, Spread and/or Spread
Multiplier, if any, minimum
interest rate, if any, and
maximum interest rate, if any
(collectively , the "Terms").
Each Global Security will be
dated and issued as of the date
of its authentication by the
Trustee. Each Global Security
will bear an original issue date,
which will be (i) with respect to
an original Global Security (or
any portion thereof), the
original issue date specified in
such Global Security and (ii)
following a consolidation of
Global Securities, with respect
to the Global Security resulting
from such consolidation, the most
recent Interest Payment Date to
which interest has been paid or
duly provided for on the
predecessor Global Securities,
regardless of the date of
authentication of such resulting
Global Security. No Global
Security will represent (i) both
Fixed Rate and Floating Rate
Book-Entry Notes or (ii) any
Certificated Note.
Identification
Numbers: The Company has arranged with the
CUSIP Service Bureau of
Standard & Poor's Corporation
(the "CUSIP Service Bureau") for
the reservation of two series of
CUSIP numbers, each of which
series consists of approximately
900 CUSIP numbers and relates to
Global Securities representing
Book-Entry Notes and book-entry
medium-term notes issued by the
Company with other series
designations. The Company has
obtained from the CUSIP Service
Bureau a written list of such
reserved CUSIP numbers, which the
Company shall deliver to the
Trustee and DTC. The Company
will assign CUSIP numbers to
Global Securities as described
below under Settlement Procedure
"B". DTC will notify the CUSIP
Service Bureau periodically of
the CUSIP numbers that the
Company has assigned to Global
Securities. At any time when
fewer than 100 of the reserved
CUSIP numbers remain unassigned
to Global Securities for either
series, if it deems necessary,
the Company will reserve
additional CUSIP numbers for
assignment to Global Securities.
Upon obtaining such additional
CUSIP numbers, the Company shall
deliver a list of such additional
CUSIP numbers to the Trustee and
DTC.
Registration: Global Securities will be issued
only in fully registered form
without coupons. Each Global
Security will be registered in
the name of CEDE & CO., as
nominee for DTC, on the
securities register for the Notes
maintained under the applicable
Indenture. The beneficial owner
of a Book-Entry Note (or one or
more indirect participants in DTC
designated by such owner) will
designate one or more
participants in DTC (with respect
to such Book-Entry Note, the
"Participants") to act as agent
for such owner in connection with
the book-entry system maintained
by DTC, and DTC will record in
book-entry form, in accordance
with instructions provided by
such Participants, a credit
balance with respect to such
beneficial owner in such
Book-Entry Note in the account of
such Participants. The ownership
interest of such beneficial owner
(or such participant) in such
Book-Entry Note will be recorded
through the records of such
Participants or through the
separate records of such
Participants and one or more
indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note
will be accomplished by book
entries made by DTC and, in turn,
by Participants (and, in certain
cases, one or more indirect
participants in DTC) acting on
behalf of beneficial transferors
and transferees of such Note.
Exchanges: The Trustee may deliver to DTC
and the CUSIP Service Bureau at
any time a written notice of
consolidation (a copy of which
shall be attached to the
resulting Global Security
described below) specifying (i)
the CUSIP numbers of two or more
Outstanding Global Securities
that represent (A) Fixed Rate
Book-Entry Notes having the same
Terms and for which interest has
been paid to the same date or (B)
Floating Rate Book-Entry Notes
having the same Terms and for
which interest has been paid to
the same date, (ii) a date,
occurring at least thirty days
after such written notice is
delivered and at least thirty
days before the next Interest
Payment Date for such Book-Entry
Notes, on which such Global
Securities shall be exchanged for
a single replacement Global
Security and (iii) the single
CUSIP number, to be assigned to
such replacement Global Security
(which shall be the CUSIP number
previously assigned to the Global
Security with the earliest date
of issuance. Upon receipt of
such a notice, DTC will send to
its participants (including the
Trustee) a written reorganization
notice to the effect that such
exchange will occur on such
date. Prior to the specified
exchange date, the Trustee will
deliver to the CUSIP Service
Bureau a written notice setting
forth such exchange date and such
single CUSIP number and stating
that, as of such exchange date,
the CUSIP numbers of the
individual Global Securities not
assigned to the replacement
Global Security will no longer be
valid. On the specified exchange
date, the Trustee will exchange
such Global Securities for a
single Global Security bearing
the single CUSIP number and the
CUSIP numbers of the individual
Global Securities not assigned
will, in accordance with CUSIP
Service Bureau procedures, be
retired and not reassigned.
Notwithstanding the foregoing, if
the Global Securities to be
exchanged exceed $150,000,000 in
aggregate principal amount, one
Global Security will be
authenticated and issued to
represent each $150,000,000 of
principal amount of the exchanged
Global Securities and an
additional Global Security will
be authenticated and issued to
represent any remaining principal
amount of such Global Securities
(see "Denominations" below).
Maturities: Each Book-Entry Note will mature
on a date not less than nine
months nor more than thirty years
after the settlement date for
such Note.
Denominations: Book-Entry Notes will be issued
in principal amounts of $150,000
or any amount in excess thereof
which is an integral multiple of
$1,000. Global Securities will
be denominated in principal
amounts not in excess of
$150,000,000. If one or more
Book-Entry Notes having an
aggregate principal amount in
excess of $150,000,000 would, but
for the preceding sentence, be
represented by a single Global
Security, then one Global
Security will be authenticated
and issued to represent each
$150,000,000 principal amount of
such Book-Entry Note or Notes and
an additional Global Security
will be authenticated and issued
to represent any remaining
principal amount of such
Book-Entry Note or Notes. In
such a case, each of the Global
Securities representing such
Book-Entry Note or Notes shall be
assigned the same CUSIP number.
Interest: General. Interest, if any, on
each Book-Entry Note will accrue
from the original issue date for
the first interest period or the
last date to which interest has
been paid, if any, for each
subsequent interest period, on
the Global Security representing
such Book-Entry Note, and will be
calculated and paid in the manner
described in such Book-Entry Note
and in the Prospectus (as defined
in the Distribution Agreement),
as supplemented by the applicable
Pricing Supplement. Unless
otherwise specified therein, each
payment of interest on a
Book-Entry Note will include
interest accrued to but excluding
the Interest Payment Date or to
but excluding Maturity. Interest
payable at the Maturity of a
Book-Entry Note will be payable
to the Person to whom the
principal of such Note is
payable. Standard & Poor's
Corporation will use the
information received in the
pending deposit message described
under Settlement Procedure "C"
below in order to include the
amount of any interest payable
and certain other information
regarding the related Global
Security in the appropriate
(daily or weekly) bond report
published by Standard & Poor's
Corporation.
Regular Record Dates. The
Regular Record Date with respect
to any Interest Payment Date for
Floating Rate Book-Entry Notes
shall be the date fifteen
calendar days immediately
preceding such Interest Payment
Date, and for Fixed Rate
Book-Entry Notes shall be the
April 15 or October 15 next
preceding such Interest Payment
Date, whether or not such date
shall be a Business Day.
Interest Payment Dates on Fixed
Rate Book-Entry Notes. Interest
payments on Fixed Rate Book-Entry
Notes will be made semiannually
on May 1 and November 1 of each
year and at Maturity; provided,
however, that in the case of a
Fixed Rate Book-Entry Note issued
between a Regular Record Date and
an Interest Payment Date, or on
an Interest Payment Date, the
first interest payment will be
made on the Interest Payment Date
following the next succeeding
Regular Record Date. If any
Interest Payment Date for a Fixed
Rate Book-Entry Note is not a
Business Day, the payment due on
such day shall be made on the
next succeeding Business Day and
no interest shall accrue on such
payment for the period from and
after such Interest Payment Date.
Interest Payment Dates on
Floating Rate Book-Entry Notes.
Interest payments will be made on
Floating Rate Book-Entry Notes
monthly, quarterly, semiannually
or annually. Unless otherwise
agreed upon, interest will be
payable, in the case of Floating
Rate Book-Entry Notes with a
monthly Interest Payment Period,
on the third Wednesday of each
month; with a quarterly Interest
Payment Period, on the third
Wednesday of March, June,
September and December of each
year; with a semi-annual Interest
Payment Period, on the third
Wednesday of the two months
specified pursuant to Settlement
Procedure "A" below; and with an
annual Interest Payment Period,
on the third Wednesday of the
month specified pursuant to
Settlement Procedure "A" below;
provided, however, that if an
Interest Payment Date for a
Floating Rate Book-Entry Note
would otherwise be a day that is
not a Business Day with respect
to such Floating Rate Book-Entry
Note, such Interest Payment Date
will be the next succeeding
Business Day with respect to such
Floating Rate Book-Entry Note,
except that in the case of a
Floating Rate Book-Entry Note for
which the Base Rate is LIBOR, if
such Business Day is in the next
succeeding calendar month, such
Interest Payment Date will be the
immediately preceding Business
Day; and provided further, that,
in the case of a Floating Rate
Book-Entry Note issued between a
Regular Record Date and an
Interest Payment Dated or on an
Interest Payment Date, the first
interest payment will be made on
the Interest Payment Date
following the next succeeding
Regular Record Date.
Notice of Floating Rate Interest
Rates. Promptly after each
Interest Determination Date for
Floating Rate Book-Entry Notes,
the Calculation Agent will notify
the Trustee and Standard & Poor's
Corporation of the interest rates
determined on such Interest
Determination Date.
Calculation of
Interest: Fixed Rate Book-Entry Notes.
Interest on Fixed Rate Book-Entry
Notes (including interest for
partial periods) will be
calculated on the basis of a
360-day year of twelve 30-day
months.
Floating Rate Book-Entry Notes.
Interest rates on Floating Rate
Book-Entry Notes will be
determined as set forth in the
form of Notes. Interest on
Floating Rate Book-Entry Notes,
except as otherwise set forth
therein, will be calculated on
the basis of actual days elapsed
and a year of 360 days, except
that in the case of a Floating
Rate Book-Entry Note for which
the Base Rate is the Treasury
Rate, interest will be calculated
on the basis of the actual number
of days in the year.
Payments of
Principal and
Interest: Payments of Interest Only.
Promptly after each Regular
Record Date, provided, with
respect to Floating Rate Notes,
that the Calculation Agent has
provided the Trustee with the
necessary information regarding
interest rates, the Trustee will
deliver to the Company and DTC a
written notice setting forth, by
CUSIP number, the amount of
interest to be paid on each
Global Security on the following
Interest Payment Date (other than
an Interest Payment Date
coinciding with Maturity) and the
total of such amounts. DTC will
confirm the amount payable on
each Global Security on such
Interest Payment Date by
reference to the appropriate
(daily or weekly) bond reports
published by Standard & Poor's
Corporation. The Company will
pay to the Trustee, as paying
agent, the total amount of
interest due on such Interest
Payment Date (other than at
Maturity), and the Trustee will
pay such amount to DTC, at the
times and in the manner set forth
below under "Manner of Payment".
Payments at Maturity. On or
about the last Business Day of
each month, the Trustee will
deliver to the Company and DTC a
written list of principal and
interest to be paid on each
Global Security maturing (on a
Maturity or Redemption or
otherwise) in the following two
months. The Trustee, the Company
and DTC will confirm the amounts
of such principal and interest
payments with respect to each
such Global Security on or about
the fifth Business Day preceding
the Maturity of such Global
Security. On or before Maturity,
the Company will pay to the
Trustee, as paying agent, the
principal amount of such Global
Security, together with interest
due at such Maturity. The
Trustee will pay such amount to
DTC at the times and in the
manner set forth below under
"Manner of Payment". If any
Maturity of a Global Security
representing Book-Entry Notes is
not a Business Day, the payment
due on such day shall be made on
the next succeeding Business Day
and no interest shall accrue on
such payment for the period from
and after such Maturity.
Promptly after payment to DTC of
the principal and interest due at
Maturity of such Global Security,
the Trustee will cancel such
Global Security in accordance
with the applicable Indenture and
so advise the Company. On the
first Business Day of each
month, Trustee will deliver to
the Company a written statement
indicating the total principal
amount of Outstanding Global
Securities as of the immediately
preceding Business Day.
Manner of Payment. The total
amount of any principal and
interest due on Global Securities
on any Interest Payment Date or
at Maturity shall be paid by the
Company to the Trustee in
immediately available funds no
later than 9:30 A.M. (New York
City time) on such date. The
Company will make such payment on
such Global Securities by
instructing the Trustee to
withdraw funds from an account
maintained by the Company at
First Chicago or by wire transfer
of funds available for immediate
use to the Trustee. The Company
will confirm any such
instructions in writing to the
Trustee. Prior to 10 A.M. (New
York City time) on the date of
Maturity or as soon as possible
thereafter, the Trustee will pay
by separate wire transfer (using
Fedwire message entry
instructions in a form previously
specified by DTC) to an account
at the Federal Reserve Bank of
New York previously specified by
DTC, in funds available for
immediate use by DTC, each
payment of principal (together
with interest thereon) due on a
Global Security on such date. On
each Interest Payment Date (other
than at Maturity), interest
payments shall be made to DTC, in
funds available for immediate use
by DTC, in accordance with
existing arrangements between the
Trustee and DTC. On each such
date, DTC will pay, in accordance
with its SDFS operating
procedures then in effect, such
amounts in funds available for
immediate use to the respective
Participants in whose names the
Book-Entry Notes represented by
such Global Securities are
recorded in the book-entry system
maintained by DTC. Neither the
Company (as issuer or as paying
agent) nor the Trustee shall have
any direct responsibility or
liability for the payment by DTC
to such Participants of the
principal of and interest on the
Book-Entry Notes.
Withholding Taxes. The amount of
any taxes required under
applicable law to be withheld
from any interest payment on a
Book-Entry Note will be
determined and withheld by the
Participant, indirect participant
in DTC or other Person
responsible for forwarding
payments and materials directly
to the beneficial owner of such
Note.
Procedure for Rate
Setting and Posting: The Company and the Agent will
discuss from time to time the
aggregate principal amount of,
the issuance price of, and the
interest rates to be borne by,
Book-Entry Notes that may be sold
as a result of the solicitation
of orders by the Agent. If the
Company decides to set prices of,
and rates borne by, any
Book-Entry Notes in respect of
which the Agent is to solicit
orders (the setting of such
prices and rates to be referred
to herein as "posting") or if the
Company decides to change prices
or rates previously posted by it,
it will promptly advise the Agent
of the prices and rates to be
posted.
Acceptance and
Rejection of Orders: Unless otherwise instructed by
the Company, the Agent will
advise the Company promptly by
telephone of all orders to
purchase Book-Entry Notes
received by the Agent, other than
those rejected by it in whole or
in part in the reasonable
exercise of its discretion. The
Company has the right to accept
orders to purchase Book-Entry
Notes and may reject any such
orders in whole or in part.
Preparation of
Pricing Supplement: If any order to purchase a
Book-Entry Note is accepted by or
on behalf of the Company, the
Company will prepare a pricing
supplement (a "Pricing
Supplement") reflecting the terms
of such Book-Entry Note and will
arrange to have ten copies
thereof filed with the Commission
in accordance with the applicable
paragraph of Rule 424(b) under
the Act and will supply at least
ten copies thereof (and
additional copies if requested)
to the Agent at the address set
forth on Schedule I hereto, to be
delivered by overnight courier or
telecopy to arrive no later than
11:00 a.m., New York City time,
on the Business Day following the
sale date. The Agent will cause
a Prospectus and Pricing
Supplement to be delivered to the
purchaser of such Book-Entry Note.
In each instance that a Pricing
Supplement is prepared, the Agent
will affix the Pricing Supplement
to Prospectuses prior to their
use. Outdated Pricing
Supplements (other than those
retained for files), will be
destroyed.
Suspension of
Solicitation;
Amendment or
Supplement: The Company may instruct the
Agent to suspend at any time, for
any period of time or
permanently, the solicitation of
orders to purchase Book-Entry
Notes. Upon receipt of such
instructions, the Agent will
forthwith suspend solicitation
until such time as the Company
has advised it that such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any
orders outstanding for
settlement, the Company will
promptly advise the Agent and
Trustee whether such orders may
be settled and whether copies of
the Prospectus as in effect at
the time of the suspension,
together with the appropriate
Pricing Supplement, may be
delivered in connection with the
settlement of such orders. The
Company will have the sole
responsibility for such decision
and for any arrangements that may
be made in the event that the
Company determines that such
orders may not be settled or that
copies of such Prospectus may not
be so delivered.
If the Company decides to amend
or supplement the Registration
Statement (as defined in the
Distribution Agreement) or the
Prospectus, it will promptly
advise the Agent and furnish the
Agent with the proposed amendment
or supplement and with such
certificates and opinions as are
required, all to the extent
required by and in accordance
with the terms of the
Distribution Agreement. Subject
to the provisions contained in
Sections 4(a) and 4(b) of the
Distribution Agreement, the
Company may file with the
Commission any such supplement to
the Prospectus relating to the
Notes. The Company will provide
the Agent and the Trustee with
copies of any such supplement,
and confirm to the Agent that
such supplement has been filed
with the Commission pursuant to
the applicable paragraph of Rule
424(b).
Procedures For
Rate Changes: When the Company has determined
to change the interest rates of
Book-Entry Notes being offered,
it will promptly advise the Agent
and the Agent will forthwith
suspend solicitation of orders.
The Agent will telephone the
Company with recommendations as
to the changed interest rates.
At such time as the Company has
advised the Agent of the new
interest rates, the Agent may
resume solicitation of orders.
Until such time only "indications
of interest" may be recorded.
Delivery of
Prospectus: A copy of the Prospectus and a
Pricing Supplement relating to a
Book-Entry Note must accompany or
precede the earliest of any
written offer of such Book-Entry
Note, confirmation of the
purchase of such Book-Entry Note
and payment for such Book-Entry
Note by its purchaser. If notice
of a change in the terms of the
Book-Entry Notes is received by
the Agent between the time an
order for a Book-Entry Note is
placed and the time written
confirmation thereof is sent by
the Agent to a customer or his
agent, such confirmation shall be
accompanied by a Prospectus and
Pricing Supplement setting forth
the terms in effect when the
order was placed. Subject to
"Suspension of Solicitation;
Amendment or Supplement" above,
the Agent will deliver a
Prospectus and Pricing Supplement
as herein described with respect
to each Book-Entry Note sold by
it. The Company will make such
delivery if such Book-Entry Note
is sold directly by the Company
to a purchaser.
Confirmation: For each order to purchase a
Book-Entry Note solicited by the
Agent and accepted by or on
behalf of the Company, the Agent
will issue a confirmation to the
purchaser, with a copy to the
Company, setting forth the
details set forth above and
delivery and payment instructions.
Settlement: The receipt by the Company of
immediately available funds in
payment for a Book-Entry Note and
the authentication and issuance
of the Global Security
representing such Book-Entry Note
shall constitute "settlement"
with respect to such Book-Entry
Note. All orders accepted by the
Company will be settled on the
fifth Business Day following the
date of sale of such Book-Entry
Note pursuant to the timetable
for settlement set forth below
unless the Company and the
purchaser agree to settlement on
another day which shall be no
earlier than the Business Day
following the date of sale.
Settlement
Procedures: Settlement Procedures with regard
to each Book-Entry Note sold by
the Company through the Agent
shall be as follows:
A. The Agent will advise the
Company by telephone of the
following settlement
information:
1. Rank (senior or
subordinated).
2. Principal amount.
3. Maturity Date.
4. In the case of a Fixed
Rate Book-Entry Note, the
interest rate or, in the
case of a Floating Rate
Book-Entry Note, the Base
Rate, initial interest
rate (if known at such
time), Index Maturity,
Interest Reset Period,
Interest Reset Dates,
Interest Determination
Dates, Spread and/or
Spread Multiplier (if
any), minimum interest
rate (if any) and maximum
interest rate (if any).
5. Interest Payment Dates
and the Interest Payment
Period.
6. Redemption or repayment
provisions, if any.
7. Settlement date.
8. Price.
9. The Agent's DTC
participant account
number (which is 2517 as
of the date hereof) and
commission, determined as
provided in Section 1 of
the Distribution
Agreement.
10. Whether such Book-Entry
Note is issued at an
original issue discount
and, if so, the total
amount of OID, the yield
to maturity and the
initial accrual period
OID.
B. The Company will assign a
CUSIP number to the Global
Security representing such
Book-Entry Note and then
advise the Trustee by
telephone (confirmed in
writing at any time on the
same date) or electronic
transmission of the
information set forth in
Settlement Procedure "A"
above and such CUSIP number.
The Company will also notify
the Agent by telephone of
such CUSIP number as soon as
practicable.
C. The Trustee will enter a
pending deposit message
through DTC's Participant
Terminal System providing the
settlement information to DTC
specified in the Letter of
Representations from the
Company to DTC dated as of
the date hereof.
D. To the extent the Company has
not already done so, the
Company will deliver to the
Trustee a Global Security in
a form that has been approved
by the Company, the Agent and
the Trustee.
E. The Trustee will complete
such Global Security, stamp
the appropriate legend, as
instructed by DTC, if not
already set forth thereon,
and authenticate the Global
Security representing such
Book-Entry Note in accordance
with the terms of the written
order of the Company then in
effect.
F. DTC will credit such
Book-Entry Note to the
Trustee's participant account
at DTC.
G. Upon delivery of the pending
deposit message referenced in
"C" above, an SDFS deliver
order through DTC's
Participant Terminal System
will be created instructing
DTC to (i) debit such
Book-Entry Note to the
Trustee's participant account
and credit such Book-Entry
Note to the Agent's
participant account and (ii)
debit the Agent's settlement
account and credit the
Trustee's settlement account
for an amount equal to the
price of such Book-Entry Note
less the Agent's commission.
The entry of such a pending
deposit message by First
Chicago as Trustee shall
constitute a representation
and warranty by First Chicago
to DTC that (i) the Global
Security representing such
Book-Entry Note has been
issued and authenticated and
(ii) First Chicago is holding
such Global Security pursuant
to the Medium-Term Note
Certificate Agreement between
First Chicago and DTC.
H. The Agent will enter an SDFS
deliver order through DTC's
Participant Terminal System
instructing DTC (i) to debit
such Book-Entry Note to the
Agent's participant account
and credit such Book-Entry
Note to the participant
accounts of the Participants
with respect to such
Book-Entry Note and (ii) to
debit the settlement accounts
of such Participants and
credit the settlement account
of the Agent for an amount
equal to the price of such
Book-Entry Note.
I. Transfers of funds in
accordance with SDFS deliver
orders described in
Settlement Procedures "G" and
"H" will be settled in
accordance with SDFS
operating procedures in
effect on the settlement date.
J. The Trustee will, upon
receipt of funds from the
Agent in accordance with
Settlement Procedure "G",
credit to an account of the
Company maintained at First
Chicago funds available for
immediate use in the amount
transferred to the Trustee in
accordance with Settlement
Procedure "G". However, the
Trustee shall not credit the
account of the Company unless
and until the Trustee has
confirmed receipt of the
funds in the appropriate
amount transferred in
accordance with Settlement
Procedure "G".
K. The Agent will confirm the
purchase of such Book-Entry
Note to the purchaser either
by transmitting to the
Participants with respect to
such Book-Entry Note a
confirmation order or orders
through DTC's institutional
delivery system or by mailing
a written confirmation to
such purchaser.
Settlement
Procedures
Timetable: For orders of Book-Entry Notes
solicited by any Agent and
accepted by the Company for
settlement on the Business Day
after the sale date, Settlement
Procedures "A" through "K" set
forth above shall be completed as
soon as possible, but not later
than the respective times (New
York City time) set forth below:
Settlement
Procedure Time
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the day before
settlement
E 9:00 A.M. on settlement date
F 10:00 A.M. on settlement date
G-H 2:00 P.M. on settlement date
I 4:30 P.M. on settlement date
J-K 5:00 P.M. on settlement date
If a sale is to be settled more
than one Business Day after the
sale date, Settlement Procedures
"A", "B" and "C" shall be
completed as soon as practicable
but no later than 11:00 A.M. and
12:00 Noon on the first Business
Day after the sale date and no
later than 2:00 P.M. on the
Business Day before the
settlement date, respectively.
If the initial interest rate for
a Floating Rate Book-Entry Note
has not been determined at the
time that Settlement Procedure
"A" is completed, Settlement
Procedures "B" and "C" shall be
completed as soon as such rate
has been determined but no later
than 12:00 Noon and 2:00 P.M.,
respectively, on the second
Business Day before the
settlement date. Settlement
Procedure "I" is subject to
extension in accordance with any
extension of Fedwire closing
deadlines and in the other events
specified in SDFS operating
procedures in effect on the
settlement date.
If settlement of a Book-Entry
Note is rescheduled or canceled,
the Trustee will deliver to DTC,
through DTC's Participant
Terminal System, a cancellation
message to such effect by no
later than 2:00 P.M. on the
Business Day immediately
preceding the scheduled
settlement date.
Failure to Settle: If the Trustee has not entered an
SDFS deliver order with respect
to a Book-Entry Note pursuant to
Settlement Procedure "G", then,
upon written request (which may
be by telecopy) of the Company,
the Trustee shall deliver to DTC,
through DTC's Participant
Terminal System, as soon as
practicable, a withdrawal message
instructing DTC to debit such
Book-Entry Note to the Trustee's
participant account. DTC will
process the withdrawal message,
provided that the Trustee's
participant account contains a
principal amount of the Global
Security representing such
Book-Entry Note that is at least
equal to the principal amount to
be debited. If a withdrawal
message is processed with respect
to all the Book-Entry Notes
represented by a Global Security,
the Trustee will cancel such
Global Security in accordance
with the applicable Indenture and
so advise the Company, and will
make appropriate entries in its
records. The CUSIP number
assigned to such Global Security
shall, in accordance with CUSIP
Service Bureau procedures, be
canceled and not immediately
reassigned. If a withdrawal
message is processed with respect
to one or more, but not all, of
the Book-Entry Notes represented
by a Global Security, the Trustee
will exchange such Book-Entry
Note for two Global Securities,
one of which shall represent such
Book-Entry Notes and shall be
canceled immediately after
issuance and the other of which
shall represent the other
Book-Entry Notes previously
represented by the surrendered
Global Security and shall bear
the CUSIP number of the
surrendered Global Security.
If the purchase price for any
Book-Entry Note is not timely
paid to the Participants with
respect to such Note by the
beneficial purchaser thereof (or
a Person, including an indirect
participant in DTC, acting on
behalf of such purchaser), such
Participants and, in turn, the
Agent may enter SDFS deliver
orders through DTC's Participant
Terminal System debiting such
Note to the Agent's participant
account and crediting the Note
free to the participant account
of the Trustee and shall notify
the Trustee and the Company
thereof. Thereafter, the Trustee
(i) will immediately notify the
Company thereof, once the Trustee
has confirmed that such Note has
been credited to its participant
account, and the Company shall
immediately transfer by Fedwire
(immediately available funds) to
the Agent an amount equal to the
price of such Note which was
previously credited to the
account of the Company maintained
at First Chicago or wire
transferred at the Company's
direction in accordance with
Settlement Procedure J and (ii)
the Trustee will deliver the
withdrawal message and take the
related actions described in the
preceding paragraph. If such
failure shall have occurred for
any reason other than a default
by the Agent in the performance
of its obligations hereunder and
under the Distribution Agreement,
then the Company will reimburse
the Agent or the Trustee, as
applicable, on an equitable basis
for the loss of the use of the
funds during the period when they
were credited to the account of
the Company.
Notwithstanding the foregoing,
upon any failure to settle with
respect to a Book-Entry Note, DTC
may take any actions in
accordance with its SDFS
operating procedures then in
effect. In the event of a
failure to settle with respect to
one or more, but not all, of the
Book-Entry Notes to have been
represented by a Global Security,
the Trustee will provide, in
accordance with Settlement
Procedure "E", for the
authentication and issuance of a
Global Security representing the
other Book-Entry Notes to have
been represented by such Global
Security and will make
appropriate entries in its
records.
Trustee and First Chicago
Not to Risk Funds: Nothing herein shall be deemed to
require the Trustee or First
Chicago to risk or expend its own
funds in connection with any
payment to the Company, DTC, the
Agent or the purchaser, it being
understood by all parties that
payments made by the Trustee or
First Chicago to the Company,
DTC, the Agent or the purchaser
shall be made only to the extent
that funds are provided to the
Trustee or First Chicago for such
purpose.
Authenticity of
Signatures: The Company will cause the
Trustee to furnish the Agent from
time to time with the specimen
signatures of each of the
Trustee's officers, employees or
agent who has been authorized by
the Trustee to authenticate
Book-Entry Notes, but the Agent
will have no obligation or
liability to the Company or the
Trustee in respect of the
authenticity of the signature of
any officer, employee or agent of
the Company or the Trustee on any
Book-Entry Note.
Payment of
Expenses: The Agent shall forward to the
Company, on a monthly basis, a
statement of the out-of-pocket
expenses incurred by the Agent
during that month that are
reimbursable to it pursuant to
the terms of the Distribution
Agreement. The Company will
remit payment to the Agent
currently on a monthly basis.
Periodic Statements
from the Trustee: Periodically, upon written
request, the Trustee will send to
the Company a statement setting
forth the principal amount of
Book-Entry Notes Outstanding as
of that date and setting forth a
brief description of any sales of
Book-Entry Notes which the
Company has advised the Trustee
but which have not yet been
settled.
<PAGE>
PART II
Administrative Procedures for Certificated Notes
The Trustee will serve as registrar and transfer agent and
authenticating and paying agent in connection with the
Certificated Notes.
Issuance: Each Certificated Note will be
dated and issued as of the date
of its authentication by the
Trustee. Each Certificated Note
will bear an Original Issue Date,
which will be (i) with respect to
an original Certificated Note (or
any portion thereof), its
original issuance date (which
will be the settlement date) and
(ii) with respect to any
Certificated Note (or portion
thereof) issued subsequently upon
transfer or exchange of a
certificated Note or in lieu of a
destroyed, lost or stolen
Certificated Note, the Original
Issue Date of the predecessor
Certificated Note, regardless of
the date of authentication of
such subsequently issued
Certificated Note.
Registration: Certificated Notes will be issued
only in fully registered form
without coupons.
Transfers and A Certificated Note may be
Exchanges: presented for transfer or
exchange at the office of the
Trustee at 14 Wall Street (8th
Floor), New York, N.Y. 10005,
Attention: Corporate Trust
Services. Certificated Notes
will be exchangeable for other
Certificated Notes having
identical terms but different
authorized denominations without
service charge. Certificated
Notes will not be exchangeable
for Book-Entry Notes.
Maturities: Each Certificated Note will
mature on a date not less than
nine months nor more than thirty
years after the settlement date
for such Note.
Denominations: The denomination of any
Certificated Note denominated in
U.S. dollars will be a minimum of
$100,000 or any amount in excess
thereof that is an integral
multiple of $1,000. The
authorized denominations of
Certificated Notes denominated in
any other currency will be
specified pursuant to "Settlement
Procedures" below.
Interest: General. Interest, if any, on
each Certificated Note will
accrue from the original issue
date for the first interest
period or the last date to which
interest has been paid, if any,
for each subsequent interest
period, and will be calculated
and paid in the manner described
in such Note and in the
Prospectus, as supplemented by
the applicable Pricing
Supplement. Unless otherwise
specified therein, each payment
of interest on a Certificated
Note will include interest
accrued to but excluding the
Interest Payment Date or to but
excluding Maturity.
Regular Record Dates. The
Regular Record Dates with respect
to any Interest Payment Date for
Floating Rate certificated Notes
shall be the date fifteen
calendar days immediately
preceding such interest Payment
Date, and for Fixed Rate
Certificated Notes shall be the
April 15 or October 15 next
preceding such Interest Payment
Date, whether or not such date
shall be a Business Day.
Fixed Rate Certificated Notes.
Unless otherwise specified
pursuant to Settlement Procedure
"A" below, interest payments on
Fixed Rate Certificated Notes
will be made semiannually on May
and November 1 of each year and
at Maturity; provided, however,
that in the case of a Fixed Rate
Certificated Note issued between
a Regular Record Date and an
Interest Payment Date, or on an
Interest Payment Date, the first
interest payment will be made on
the Interest Payment Date
following the next succeeding
Regular Record Date. If any
Interest Payment Date for or the
Maturity of a Fixed Rate
Certificated Note is not a
Business Day, the payment due on
such day shall be made on the
next succeeding Business Day and
no interest shall accrue on such
payment for the period from and
after such Interest Payment Date
or Maturity, as the case may be.
Floating Rate Certificated
Notes. Interest payments will be
made on Floating Rate
Certificated Notes monthly,
quarterly, semi-annually or
annually. Interest will be
payable, in the case of Floating
Rate Certificated Notes with a
monthly Interest Payment Period,
on the third Wednesday of each
month; with a quarterly interest
Payment Period, on the third
Wednesday of March, June,
September and December of each
year; with a semi-annual Interest
Payment Period, on the third
Wednesday of the two months
specified pursuant to Settlement
Procedure "A" below; and with an
annual Interest Payment Period,
on the third Wednesday of the
month specified pursuant to
Settlement Procedure "A" below;
provided, however, that if an
Interest Payment Date for a
Floating Rate Certificated Note
would otherwise be a day that is
not a Business Day with respect
to such Floating Rate
Certificated Note, such Interest
Payment Date will be the next
succeeding Business Day with
respect to such Floating Rate
Certificated Note, except in the
case of a Floating Rate
Certificated Note for which the
Base Rate is LIBOR, if such
Business Day is in the next
succeeding calendar month, such
Interest Payment Date will be the
immediately preceding Business
Day; and provided further, that
in the case of a Floating Rate
Certificated Note issued between
a Regular Record Date and an
Interest Payment Date or on an
Interest Payment Date, the first
interest payment will be made on
the Interest Payment Date
following the next succeeding
Regular Record Date.
Calculation of Fixed Rate Certificated Note.
Interest: Interest on Fixed Rate
Certificated Notes (including
interest for partial periods)
will be calculated on the basis
of a 360-day year of twelve
30-day months.
Floating Rate Certificated
Notes. Interest rates on
Floating Rate Certificated Notes
will be determined as set forth
in the form of Notes. Interest
on Floating Rate Certificated
Notes, except as otherwise set
forth therein, will be calculated
on the basis of actual days
elapsed and a year of 360 days,
except that in the case of a
Floating Rate Certificated Note
for which the Base Rate is
Treasury Rate, interest will be
calculated on the basis of the
actual number of days in the year.
Payments of On or before the due date for any
Principal and payment of principal or interest
Interest: on each Certificated Note, the
Company will pay to the Trustee,
as paying agent, the amount of
principal and/or interest then
due. The Trustee will pay the
principal amount of each
Certificated Note at Maturity
upon presentation of such
Certificated Note to the
Trustee. Such payment, together
with payment of interest due at
Maturity of such Certificated
Note, will be made in funds
available for immediate use by
the Trustee and in turn by the
Holder of such Certificated
Note. Certificated Notes
presented to the Trustee at
Maturity for payment will be
canceled by the Trustee in
accordance with the applicable
Indenture. All interest payments
on a Certificated Note (other
than interest due at Maturity)
will be made by check drawn on
the Trustee or another Person
appointed by the Trustee mailed
by the Trustee to the Person
entitled thereto as provided in
such Note and the applicable
Indenture; provided, however,
that the holder of $10,000,000
(or the equivalent thereof in
other currencies) or more of
Certificated Notes with similar
tenor and terms will be entitled
to receive payment by wire
transfer in U.S. dollars upon
receipt of written instructions
by the Trustee. Following each
Regular Record Date and Special
Record Date, the Trustee will
furnish the Company with a list
of interest payments to be made
on the following Interest Payment
Date for each group of
Certificated Notes bearing
interest at a particular rate and
in total for all Certificated
Notes. Interest at Maturity will
be payable to the Person to whom
the payment of principal is
payable. The Trustee will
provide, on or about the last
Business Day of each month, to
the Company lists of principal
and interest, to the extent
ascertainable, to be paid on
Certificated Notes maturing (on a
Maturity or Redemption Date or
otherwise) in the next two months.
First Chicago will be responsible
for withholding taxes on interest
paid on Certificated Notes as
required by applicable law.
Procedure for Rate The Company and the Agent will
Setting and discuss from time to time the
Posting: aggregate principal amount of,
the issuance price of, and the
interest rates to be borne by,
Notes that may be sold as a
result of the solicitation of
orders by the Agent. If the
Company decides to set prices of,
and rates borne by, any Notes in
respect of which the Agent is to
solicit orders (the setting of
such prices and rates to be
referred to herein as "posting")
or if the Company decides to
change prices or rates previously
posted by it, it will promptly
advise the Agent of the prices
and rates to be posted.
Acceptance and Unless otherwise instructed by
Rejection of orders: the Company, the Agent will
advise the Company promptly by
telephone of all orders to
purchase Certificated Notes
received by the Agent, other than
those rejected by it in whole or
in part in the reasonable
exercise of its discretion.
Unless otherwise agreed by the
Company and the Agent, the
Company has the sole right to
accept orders to purchase
Certificated Notes and may reject
any such orders in whole or in
part.
Preparation of If any order to purchase a
Pricing Certificated Note is accepted by
Supplement: or on behalf of the Company, the
Company will prepare a Pricing
Supplement reflecting the terms
of such Certificated Note and
will arrange to have ten copies
thereof filed with the Commission
in accordance with the applicable
paragraph of Rule 424(b) under
the Act and will supply at least
ten copies thereof (and
additional copies if requested)
to the Presenting Agent at the
address set forth on Schedule I
hereto, to be delivered by
overnight courier or telecopy to
arrive no later than 11:00 a.m.,
New York City time, on the
Business Day following the sale
date. The Presenting Agent will
cause a Prospectus and Pricing
Supplement to be delivered to the
purchaser of such Certificated
Note.
In each instance that a Pricing
Supplement is prepared, the
Presenting Agent will affix the
Pricing Supplement to
Prospectuses prior to their use.
Outdated Pricing Supplements
(other than those retained for
files), will be destroyed.
Suspension of Subject to the Company's
Solicitation; representations, warranties and
Amendment or covenants contained in the
Supplement: Distribution Agreement, the
Company may instruct the Agent to
suspend at any time for any
period of time or permanently,
the solicitation of orders to
purchase Certificated Notes.
Upon receipt of such
instructions, the Agent will
forthwith suspend solicitation
until such time as the Company
has advised them that such
solicitation may be resumed.
In the event that at the time the
Company suspends solicitation of
purchases there shall be any
orders outstanding for
settlement, the Company will
promptly advise the Agent and the
Trustee whether such orders may
be settled and whether copies of
the Prospectus as in effect at
the time of the suspension,
together with the appropriate
Pricing Supplement, may be
delivered in connection with the
settlement of such orders. The
Company will have the sole
responsibility for such decision
and for any arrangements that may
be made in the event that the
Company determines that such
orders may not be settled or that
copies of such Prospectus may not
be so delivered.
If the Company decides to amend
or supplement the Registration
Statement or the Prospectus, it
will promptly advise the Agent
and furnish the Agent with the
proposed amendment or supplement
and with such certificates and
opinions as are required, all to
the extent required by and in
accordance with the terms of the
Distribution Agreement. Subject
to the provisions of the
Distribution Agreement, the
Company may file with the
Commission any supplement to the
Prospectus relating to the
Notes. The Company will provide
the Agent and the Trustee with
copies of any such supplement,
and confirm to the Agent that
such supplement has been filed
with the Commission pursuant to
the applicable paragraph of Rule
424(b).
Procedure for When the Company has determined
Rate Change: to change the interest rates of
Certificated Notes being offered,
it will promptly advise the Agent
and the Agent will forthwith
suspend solicitation of orders.
The Agent will telephone the
Company with recommendations as
to the changed interest rates. At
such time as the Company has
advised the Agent of the new
interest rates, the Agent may
resume solicitation of orders.
Until such time only "indications
of interest" may be recorded.
Delivery of A copy of the Prospectus and a
Prospectus: Pricing Supplement relating to a
Certificated Note must accompany
or precede the earliest of any
written offer of such
Certificated Note, confirmation
of the purchase of such
Certificated Note and payment for
such Certificated Note by its
purchaser. If notice of a change
in the terms of the Certificated
Notes is received by the Agent
between the time an order for a
Certificated Note is placed and
the time written confirmation
thereof is sent by the Presenting
Agent to a customer or his agent,
such confirmation shall be
accompanied by a Prospectus and
Pricing Supplement setting forth
the terms in effect when the
order was placed. Subject to
"Suspension of Solicitation;
Amendment or Supplement" above,
the Presenting Agent will deliver
a Prospectus and Pricing
Supplement as herein described
with respect to each Certificated
Note sold by it. The Company
will make such delivery if such
Certificated Note is sold
directly by the Company to a
purchaser (other than the Agent).
Confirmation: For each order to purchase a
Certificated Note solicited by
the Agent and accepted by or on
behalf of the Company, the
Presenting Agent will issue a
confirmation to the purchaser,
with a copy to the Company,
setting forth the details set
forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
immediately available funds in
exchange for an authenticated
Certificated Note delivered to
the Presenting Agent and the
Presenting Agent's delivery of
such Certificated Note against
receipt of immediately available
funds shall, with respect to such
Certificated Note, constitute
"settlement". All orders
accepted by the Company will be
settled on the fifth Business Day
following the date of sale
pursuant to the timetable for
settlement set forth below,
unless the Company and the
purchaser agree to settlement on
another day which shall be no
earlier than the next Business
Day following the date of sale.
Settlement Settlement Procedures with regard
Procedures: to each Certificated Note sold by
the Company through the Agent, as
agent, shall be as follows:
A. The Presenting Agent will
advise the Company by
telephone of the following
settlement information:
1. Name in which such
Certificated Note is to be
registered ("Registered
Owner").
2. Address of the Registered
Owner and address for
payment of principal and
interest.
3. Taxpayer identification
number of the Registered
Owner (if available).
4. Rank (senior or
subordinated).
5. Principal amount.
6. Maturity Date.
7. In the case of a Fixed
Rate Certificated Note,
the interest rate or, in
the case of a Floating
Rate Certificated Note,
the initial interest rate
(if known at such time),
Base Rate, Index Maturity,
Interest Reset Period,
Interest Determination
Dates, Interest Reset
Dates, Spread (and/or)
Spread Multiplier (if
any), minimum interest
rate (if any) and maximum
interest rate (if any).
8. Interest Payment Dates and
the Interest Payment
Period.
9. Specified Currency and
whether the option to
elect payment in a
Specified Currency applies
and if the Specified
Currency is not U.S.
dollars, the authorized
denominations.
10. Redemption or repayment
provisions, if any.
11. Settlement date.
12. Price (including currency).
13. Presenting Agent's
commission, determined as
provided in Section 2 of
the Distribution Agreement.
14. Whether such Certificated
Note is issued at an
original issue discount,
and, if so, the total
amount of OID, the yield
to maturity and the
initial accrual period OID.
B. The Company will advise the
Trustee by telephone
(confirmed in writing at any
time on the sale date) or
electronic transmission of
the information set forth in
Settlement Procedure "A"
above and the name of the
Presenting Agent.
C. The Company will deliver to
the Trustee an original
Certificated Note with
customer confirmation in
triplicate in forms that have
been approved by Company, the
Agent and the Trustee.
D. The Trustee will complete
such Certificated Note and
will authenticate such
Certificated Note and deliver
it (with the confirmation)
and two copies thereof
(clearly marked as such) to
the Presenting Agent, and the
Presenting Agent will
acknowledge receipt of the
Note by stamping or otherwise
marking the first copy and
returning it to the Trustee.
Such delivery will be made
only against such
acknowledgment of receipt.
In the event that the
instructions given by the
Presenting Agent for payment
to the account of the Company
are revoked, the Company will
as promptly as possible wire
transfer to the account of
the Presenting Agent an
amount of immediately
available funds equal to the
amount of such payment made.
E. The Presenting Agent will
deliver such Certificated
Note (with the confirmation)
to the customer against
payment in immediately
payable funds. The
Presenting Agent will obtain
the acknowledgement of
receipt of such Certificated
Note by retaining the second
copy thereof.
F. The Trustee will send a third
copy of the Certificated Note
(clearly marked as such) to
the Company by first-class
mail.
Settlement For orders of Certificated Notes
Procedures solicited by the Agent, as agent,
Timetable: and accepted by the Company,
Settlement Procedures "A" through
"F" set forth above shall be
completed on or before the
respective times (New York City
time) set forth below:
Settlement
Procedure Time
A 2:00 P.M. on the day before
settlement
B-C 3:00 P.M. on the day before
settlement
D 2:15 P.M. on settlement date
E 3:00 P.M. on settlement date
F 5:00 P.M. on settlement date
Failure to If a purchaser fails to accept
Settle: delivery of and make payment for
any Certificated Note, the
Presenting Agent will notify the
Company and the Trustee by
telephone and return such
Certificated Note to the
Trustee. Upon receipt of such
notice, the Company will
immediately wire transfer to the
account of the Presenting Agent
an amount equal to the amount
previously credited to the
account of Company in respect of
such Certificated Note. Such
wire transfer will be made on the
settlement date, if possible, and
in any event not later than the
Business Day following the
settlement date. If the failure
shall have occurred for any
reason other than a default by
the Presenting Agent in the
performance of its obligations
hereunder and under the
Distribution Agreement, then the
Company will reimburse the
Presenting Agent on an equitable
basis for its loss of the use of
the funds during the period when
they were credited to the account
of the Company. Immediately upon
receipt of the Certificated Note
in respect of which such failure
occurred, the Trustee will cancel
such Certificated Note in
accordance with the applicable
indenture and so advise the
Company and will make appropriate
entries in its records.
Trustee Not to Risk Nothing herein shall be deemed to
Funds: require the Trustee or First
Chicago to risk or expend its own
funds in connection with any
payment to the Company, the Agent
or the purchaser, it being
understood by all parties that
payments made by the Trustee to
the Company, the Agent or the
purchaser shall be made only to
the extent that funds are
provided to the Trustee for such
purpose.
Authenticity of The Company will cause the
Signatures: Trustee to furnish the Agent from
time to time with the specimen
signatures of each of the
Trustee's officers, employees or
agent who has been authorized by
the Trustee to authenticate
Certificated Notes, but the Agent
will have no obligation or
liability to the Company or the
Trustee in respect of the
authenticity of the signature of
any officer, employee or agent of
the Company or the Trustee on any
Certificated Note.
Payment of The Agent shall forward to the
Expenses: Company, on a monthly basis, a
statement of the out-of-pocket
expenses incurred by the Agent
during that month that are
reimbursable to it pursuant to
the terms of the Distribution
Agreement. The Company will
remit payment to the Agent
currently on a monthly basis.
Advertising Costs: The Company will determine with
the Agent the amount of
advertising that may be
appropriate in soliciting orders
to purchase the Certificated
Notes. Advertising expenses will
be paid by the Company.
Periodic Statements Periodically, upon written
from the Trustee: request, the Trustee will send to
the Company a statement setting
forth the principal amount of
Certificated Notes Outstanding as
of that date and setting forth a
brief description of any sales of
Certificated Notes of which the
Company has advised the Trustee
but which have not yet been
settled.
<PAGE>
EXHIBIT B
FLEET FINANCIAL GROUP, INC.
Administrative Procedures for Placement of
Senior Medium-Term Notes, Series H and Subordinated
Medium-Term Notes, Series I by Fleet Bank
of Massachusetts, National Association
Senior Medium-Term Notes, Series H (the "Senior Notes") and
Subordinated Medium-Term Notes, Series I (the "Subordinated
Notes" and together with the Senior Notes, (collectively, the
"Notes") are to be offered on a continuing basis by Fleet
Financial Group, Inc. Fleet Bank of Massachusetts, National
Association (the "Agent") will act as the Company's agent for
placement of the Notes. The Notes are being sold pursuant to a
Distribution Agreement between the Company and the Agent dated
November 28, 1994 (the "Distribution Agreement"). The Senior
Notes will rank equally with all other unsecured and
unsubordinated debt of the Company. The Subordinated Notes will
be subordinate and junior in right of payment to all Senior
Indebtedness and Other Financial Obligations of the Company, to
the extent and in the manner set forth in the Subordinated
Indenture. The Notes have been registered with the Securities
and Exchange Commission.
Administrative procedures for placement of the Notes (both
fixed and floating rate) and specific restrictions on the
activities of the Agent are explained below:
Solicitation of Purchasers: The Agent will solicit large
financial and non-financial
institutions only.
The Agent will neither solicit
offers from, nor place Notes with,
any individuals.
Advertisement of the Notes: The Agent will solicit potential
purchasers by contacting each
potential purchaser separately.
The Agent will make no general
solicitation or advertisement to
the public with respect to
placement of the Notes, including
no "tombstone" advertisement.
Personnel: All sales activity regarding the
Notes will be handled by the
Agent's Consolidated Bank Funding
Desk which will be physically
separate from the retail,
deposit-taking function of the
Agent.
Delivery of Prospectus: The Agent shall, for each Note
order received by it, deliver a
copy of the Prospectus as most
recently amended or supplemented
with the earlier of the delivery
of the confirmation of sale or
delivery of the Note to a
purchaser or such purchaser's
agent.
Necessary Caveat: The Agent will advise all
purchasers of the Notes, in
writing, that the Notes are
neither obligations of the Agent
nor insured by the Federal Deposit
Insurance Corporation.
Agent not to act as The Agent will take no ownership
principal or guarantor; or security interest in the Notes
other restrictions: it places, will not purchase for
resale or repurchase the Notes for
its own account or inventory the
Notes overnight. The Agent will
not make loans on, or
collateralize loans with, the
Notes it places, or purchase the
Notes for any account that it
manages, advises, or for which it
serves as trustee.
The Agent will not assume the
liability of a maker or endorser
of the Notes, nor will the Agent
enter into any other arrangement
under which it will assume the
risk of a change in value of the
Notes. The Agent will not
guarantee payment of the Notes,
agree to repurchase the Notes, or
back the Notes with a letter of
credit or otherwise.
Compliance with Blue So long as its activities comport
Sky Laws: with all other items of this
Exhibit B, the Agent may place the
Notes with institutional buyers in
all jurisdictions of the United
States except Florida, Hawaii,
Iowa, Minnesota, New Mexico, North
Dakota, Ohio, Pennsylvania, Rhode
Island, South Dakota, Tennessee,
Texas and Wisconsin.
In Florida, so long as its
activities comport with all other
items of this Exhibit B, the Agent
may place the Notes with any bank,
trust company, savings
institution, insurance company,
dealer, investment company as
defined by the Investment Company
Act of 1940, or pension or profit
sharing trust or qualified
institutional buyer as defined by
the rule of the department in
accordance with Securities and
Exchange Commission Rule 144 A,
whether any such entity is acting
in its individual or fiduciary
capacity.
In Hawaii, so long as its
activities comport with all other
items of this Exhibit B, the Agent
may, if the Agent has no place of
business in Hawaii, place the
Notes with any dealer, bank,
savings institution, trust
company, insurance company,
investment company, as defined in
the Investment Company Act of
1940, pension or profit-sharing
trust, or other financial or
institutional buyer whether acting
for themselves or as trustees.
In Iowa, so long as its activities
comport with all other items of
this Exhibit B, the Agent may
place the Notes with any bank,
savings and loan association,
credit union, trust company,
insurance company, investment
company, as defined in the
Investment Company Act of 1940,
pension or profit sharing trust or
other financial institution or
institutional buyer, or to a
broker-dealer, whether the
purchaser is acting for itself or
in a fiduciary capacity.
In Minnesota, so long as its
activities comport with all other
items of this Exhibit B, the Agent
may place the Notes with any bank,
savings institution, trust
company, insurance company,
investment company, as defined in
the Investment Company Act of
1940, pension or profit sharing
trusts, or other financial
institutions or institutional
buyers, or to broker-dealers,
whether the purchaser is acting
for itself or in some fiduciary
capacity.
The Agent may not place the Notes
in New Mexico unless it is either
registered as a broker-dealer
under the New Mexico Securities
Act of 1986 or under the
Securities Exchange Act of 1934
and the Notes are placed
exclusively with other
broker-dealers licensed or exempt
under the New Mexico Securities
Act of 1986 or financial or
institutional investors.
In North Dakota, so long as its
activities comport with all other
items of this Exhibit B, the Agent
may place the Notes with any bank,
savings institution, trust
company, insurance company,
investment company as defined in
the Investment Company Act of
1940, pension or profit-sharing
trust, or other financial
institution or institutional
buyer, or to a dealer.
In Ohio, so long as its activities
comport with all other items of
this Exhibit B, the Agent may
place the Notes with a dealer or
institutional investor.
In Pennsylvania, so long as its
activities comport with all other
items of this Exhibit B, the Agent
may, if the Agent has no place of
business in Pennsylvania, place
the Notes with a dealer or
institutional investor.
In Rhode Island, so long as its
activities comport with all other
items of this Exhibit B, and the
Agent is registered or not
required to be registered under
the Securities Exchange Act of
1934 and has no place of business
in Rhode Island, the Agent may
place the Notes with other
broker-dealers licensed or exempt
under Rhode Island law, a
depository institution, insurance
companies, or investment
companies, as defined by the
Investment Company Act of 1940,
whether the purchaser is acting
for itself or in a fiduciary
capacity.
In South Dakota, so long as its
activities comport with all other
items of this Exhibit B, the Agent
may place the Notes with other
broker-dealers, banks, savings
institutions, trust companies,
insurance companies, investment
companies, as defined in the
Investment Company Act of 1940,
pension or profit sharing, trust,
or other financial institution or
institutional buyers, whether
acting for themselves or as
trustee.
In Tennessee, so long as its
activities comport with all other
items of this Exhibit B, the Agent
may place the Notes with an
institutional investor.
In Texas, so long as its
activities comport with all other
items of this Exhibit B, the Agent
may place the Notes with any bank,
trust company, building and loan
association, insurance company,
surety or guaranty company,
savings institution, investment
company as defined in the
Investment Company Act of 1940,
small business investment company
as defined in the Small Business
Investment Act of 1958, as
amended, or with any registered
dealer actually engaged in buying
and selling securities.
In Wisconsin, so long as its
activities comport with all other
items of this Exhibit B, the Agent
may place the Notes with any bank,
savings institution, savings bank,
credit union, trust company,
insurer, broker-dealer, investment
adviser or savings and loan
association if the purchaser or
prospective purchaser is acting
for itself or as trustee with
investment control; any investment
company as defined in the
Investment Company Act of 1940 or,
with certain exceptions, a pension
or profit-sharing trust; the state
or federal government or any of
its agencies or instrumentalities;
any financial institution or
institutional investor designated
by rule or order of the
Commissioner.
Exhibit 4(a)
REGISTERED REGISTERED
IF APPLICABLE, THE "TOTAL AMOUNT OF OID, "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
CUSIP PRINCIPAL AMOUNT: SPECIMEN
NO. H-Specimen
FLEET FINANCIAL GROUP, INC.
MEDIUM-TERM NOTE, SERIES H
SENIOR
Issue Price: % Maturity Date:
Original Issue Date: Index Maturity:
Fixed Rate - Interest Rate: % Total Amount of OID:
Floating Rate -
Initial Interest Rate: % Yield to Maturity: %
Base Rate: Initial Accrual Period OID:
CD Rate Specified Currency (if other
than U.S. dollars):
CMT Rate
Designated CMT Telerate Page:
Designated CMT Maturity Index:
Commercial Paper Rate Option to Receive Payments
in Specified Currency
Federal Funds Rate (non-U.S. dollar denominated
Note):
LIBOR
Yes No
LIBOR Reuters
LIBOR Telerate
Index Currency:
Prime Rate Place of Payment:
Treasury Rate
11th District Cost of Funds Rate
Other:
Spread (+/-):
Spread Multiplier: % Redemption Provisions:
Maximum Interest Rate: %
Minimum Interest Rate: %
Initial Interest Reset Date:
Interest Reset Dates:
Interest Payment Dates: Other Terms:
Interest Determination Dates:
Authorized Denomination (only if non-U.S. dollar denominated Note):
Calculation Agent:
Interest Payment Period:
Fleet Financial Group. Inc., a Rhode Island corporation (herein called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns, the Principal
Amount specified above on the Maturity Date specified above and to pay to the
registered holder hereof interest on said Principal Amount at a rate per annum
specified above and upon the terms provided under either the heading "Fixed
Rate Note" or "Floating Rate Note".
This Note is one of a duly authorized issue of notes of the Company
(herein referred to as the "Notes"), all issued or to be issued in one or more
series under an Indenture, dated as of October 1, 1992 (herein referred to as
the "Indenture"), between the Company and The First National Bank of Chicago,
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 Trustee, the Company and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. The Notes of
this series are limited (except as otherwise provided in the Indenture) to the
aggregate principal amount established from time to time by the Board of
Directors of the Company. The Notes of this series may be issued at various
times with different maturity dates and different principal repayment
provisions, may bear interest at different rates and may otherwise vary, all
as provided in the Indenture. The Notes of this series may be subject to
redemption or entitled to repayment at the option of the Holder thereof, in
both cases upon notice and in accordance with the provisions of the Indenture
and as indicated on page one hereof. The Company may defease the Notes of
this series in accordance with the provisions of the Indenture.
Provisions Applicable to Fixed Rate Notes Only:
If the "Fixed Rate" line on page one of this Note is checked, the Company
will pay interest semiannually on May 1 and November 1 of each year (each an
"Interest Payment Date") and on the Maturity Date or upon earlier redemption
or repayment to the person to whom principal is payable. Interest shall
accrue from the Original Issue Date, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for on this Note (or any
Predecessor Note) to, but excluding, the next following Interest Payment Date,
Maturity Date, or date of redemption or repayment, as the case may be.
Interest on Fixed Rate Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or the date of
redemption or repayment) of a Fixed Rate Note falls on a day that is not a
Business Day (defined below), the payment will be made on the next Business
Day as if it were made on the date such payment was due, and no interest will
accrue on the amount so payable for the period from and after such Interest
Payment Date or the Maturity Date (or the date of redemption or repayment), as
the case may be.
Provisions Applicable to Floating Rate Notes Only:
If the "Floating Rate" line on page one of this Note is checked, the
Company will pay interest on the Interest Payment Dates shown on page one at
the Initial Interest Rate shown on page one until the first Interest Reset
Date shown on page one following the Original Issue Date shown above and
thereafter at a rate determined in accordance with the provisions hereinafter
set forth under the headings "Determination of CD Rate", "Determination of CMT
Rate", "Determination of Commercial Paper Rate", "Determination of Federal
Funds Rate", "Determination of LIBOR", "Determination of Prime Rate",
"Determination of Treasury Rate" or "Determination of 11th District Cost of
Funds Rate", depending on whether the Base Rate is the CD Rate, the CMT Rate,
the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the
Treasury Rate, the 11th District Cost of Funds Rate or other Base Rate, as
indicated on page one.
An interest payment shall be the amount of interest accrued from and
including the Original Issue Date, or from and including the last Interest
Payment Date to which interest has been paid, to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of redemption or
repayment, as the case may be (an "Interest Period"). If the "Maximum
Interest Rate" on page one is checked, the Floating Rate Note is subject to a
maximum limitation on the rate of interest which may accrue during any
Interest Period. If the "Minimum Interest Rate" line is checked, the Floating
Rate Note is subject to a minimum limitation on the rate of interest which may
accrue during any Interest Period.
If any Interest Payment Date for any Floating Rate Note would fall on a
day that is not a Business Day with respect to such Note, such Interest
Payment Date will be the following day that is a Business Day with respect to
such Note, except that, in the case of a LIBOR Note, if such Business Day is
in the next succeeding calendar month, such Interest Payment Date will be the
immediately preceding day that is a Business Day with respect to such LIBOR
Note. If the Maturity Date (or date of redemption or repayment) of any
Floating Rate Note would fall on a day that is not a Business Day, the payment
of interest and principal (and premium, if any) may be made on the next
succeeding Business Day, and no interest on such payment will accrue for the
period from and after the Maturity Date (or the date of redemption or
repayment).
Commencing with the first Interest Reset Date specified on page one hereof
following the Original Issue Date, the rate at which interest on this Note is
payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or
annually as shown on page one hereof under "Interest Reset Dates". The
interest rate for each Interest Reset Date shall be the Base Rate (as shown on
page one hereof and described below) applicable to such Interest Reset Date,
plus or minus the Spread (defined below), if any, and/or multiplied by the
Spread Multiplier (defined below), if any (each as indicated on page one
hereof); provided, however, that the interest rate in effect for the period
from the Issue Date to the first Interest Reset Date will be the Initial
Interest Rate.
The "Spread" is the number of basis points (one basis point equals
one-hundredth of a percentage point) specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note, and the "Spread
Multiplier" is the percentage specified on page one hereof as being applicable
to the interest rate for such Floating Rate Note. Both a Spread and/or a
Spread Multiplier may be applicable to the Interest Rate for a particular
Floating Rate Note, as set forth on page one hereof.
Each such adjusted rate shall be applicable on and after the Interest
Reset Date to which it relates but not including the next succeeding Interest
Reset Date. If any Interest Reset Date is a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next day that is a Business
Day, except that if the rate of interest on this Note shall be determined by
reference to LIBOR and 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 (including usury laws) and
except as specified on this Note, 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.
With respect to a Floating Rate Note, accrued interest shall be calculated
by multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the Interest Period or from the
last date from which accrued interest is being calculated. The interest
factor for each such day is computed by dividing the interest rate applicable
to such day by 360, in the cases of CD Rate Notes, Commercial Paper Rate
Notes, Federal Funds Rate Notes, LIBOR Notes, Prime Rate Notes and 11th
District Cost of Funds Notes or by the number of days in the year, in the
cases of CMT Rate Notes and Treasury Rate Notes. The interest rate applicable
to any day that is an Interest Reset Date will be the interest rate effective
on such Interest Reset Date. The interest rate applicable to any other day
will be the interest rate for the immediately preceding Interest Reset Date
(or, if none, the Initial Interest Rate, as shown on page one).
The "Calculation Date", where applicable, pertaining to an Interest
Determination Date 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 next succeeding Business Day and (ii) the Business Day preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be.
The First National Bank of Chicago shall be the Calculation Agent unless
another Calculation Agent is specified on page one hereof. At the request of
the Holder, the Calculation Agent will provide the interest rate then in
effect and, if determined, the interest rate which will become effective on
the next Interest Reset Date.
Unless otherwise specified on page one hereof, all percentages resulting
from any calculation of the rate of interest on a Floating Rate Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percent
(.0000001), with five one-millionths of a percentage point rounded upward, and
all dollar amounts used in or resulting from such calculation on Floating Rate
Notes will be rounded to the nearest cent (with one-half cent being rounded
upward).
Determination of CD Rate. If the Base Rate, as indicated on page one
hereof, is, or is calculated by reference to, the CD Rate, unless otherwise
specified on page one hereof, the "CD Rate", with respect to any Interest
Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a "CD Interest Determination
Date") and shall be the rate on such date for negotiable certificates of
deposit having the Index Maturity designated on page one hereof as published
by the Board of Governors of the Federal Reserve System in "Statistical
Release H.15(519), Selected Interest Rates" or any successor publication
("H.15(519)") under the heading "CDs (Secondary Market)" or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such CD Interest Determination Date, then the CD Rate shall be the rate on
such CD Interest Determination Date for negotiable certificates of deposit
having the specified Index Maturity as published by the Federal Reserve Bank
of New York in its daily statistical release, "Composite 3:30 P.M. Quotations
for U.S. Government Securities" or any successor publication ("Composite
Quotations") under the heading "Certificates of Deposit". If such rate is not
so published by 3:00 P.M., New York City time, on such Calculation Date, then
the CD Rate on such CD Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date, of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
center banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the specified
Index Maturity in a denomination of U.S. $5,000,000; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the CD Rate will be the CD Rate in effect on
such CD Interest Determination Date.
CD Rate Notes, like other Notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.
Determination of CMT Rate. If the Base Rate, as indicated on page one
hereof, is, or is calculated by reference to, the CMT Rate, unless otherwise
specified on page one hereof, the "CMT Rate" will be determined by the
Calculation Agent, with respect to any Interest Determination Date (a "CMT
Interest Determination Date"), and shall be the rate displayed on the
Designated CMT Telerate Page under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45
P.M.", under the column for the Designated CMT Maturity Index for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in
which the related CMT Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or is not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such
CMT Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published in the relevant H.15(519).
If such rate is no longer published, or if not published by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such
CMT Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Interest Determination Date
with respect to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not provided
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate for the CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M. (New York City time) on the CMT Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City
of New York selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. If the Calculation Agent cannot
obtain three such Treasury Note quotations, the CMT Rate for such CMT Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 P.M. (New York City time) on the CMT
Interest Determination Date of three Reference Dealers in the city of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer
than three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such CMT
Interest Determination Date. If two Treasury Notes with an original maturity
as described in the third preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the
Treasury Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated on page one hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on page one hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20, or 30 years)
specified on page one hereof with respect to which the CMT Rate will be
calculated, If no such maturity is specified, the Designated CMT Maturity
Index shall be two years.
Determination of Commercial Paper Rate. If the Base Rate, as indicated on
page one hereof, is, or is calculated by reference to, the Commercial Paper
Rate, unless otherwise specified on page one hereof, the "Commercial Paper
Rate" for each Interest Reset Date will be determined by the Calculation Agent
as of the second Business Day prior to such Interest Reset Date (a "Commercial
Paper Interest Determination Date") and shall be the Money Market Yield (as
defined below) on such date of the rate for commercial paper having the Index
Maturity as indicated on page one hereof, as such rate shall be published in
H.15(519) under the heading "Commercial Paper". In the event that such rate
is not published prior to 9:00 A.M. New York City time on the Calculation
Date, then the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Interest Determination Date of the rate for commercial paper
of the specified Index Maturity as published in Composite Quotations under the
heading "Commercial Paper". If by 3:00 P.M. New York City time on such
Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the Commercial Paper Rate shall be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York
City time, on that Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the specified Index Maturity
placed for an industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized rating agency; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such 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 commercial paper quoted
on a bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of Federal Funds Rate. If the Base Rate, as indicated on
page one hereof, is, or is calculated by reference to, the Federal Funds Rate,
unless otherwise specified on page one hereof, the "Federal Funds Rate" with
respect to each Interest Reset Date will be determined by the Calculation
Agent as of the second Business Day prior to such Interest Reset Date (a
"Federal Funds Interest Determination Date"), and shall be the rate on that
date for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)" or, if not so published by 9:00 A.M., New York City time,
on the Calculation Date pertaining to such Federal Funds Interest
Determination Date, the Federal Funds Rate will be the rate on such Federal
Funds Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate". If such rate is not so published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Federal Funds Interest Determination Date, the Federal Funds Rate for such
Federal Funds Reset Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions
in The City of New York selected by the Calculation Agent as of 9:00 A.M., New
York City time, on such Federal Funds Interest Determination Date; provided,
however, that if the brokers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Federal Funds Rate will be
the Federal Funds Rate in effect on such Federal Funds Interest Determination
Date.
Determination of LIBOR. If the Base Rate, as indicated on page one
hereof, is, or is calculated by reference to, LIBOR, unless otherwise
specified on page one hereof, "LIBOR" for each Interest Reset Date will be
determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date relating to a
LIBOR Note or any Floating Rate Note for which the interest rate is
determined with reference to LIBOR (a "LIBOR" Interest Determination
Date"), LIBOR will be either: (a) if "LIBOR Reuters" is specified on page
one hereof, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single rate, in
which case such single rate shall be used) for deposits in the Index
Currency having the Index Maturity designated on page one hereof,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appear on the Designated LIBOR
Page specified on page one hereof, as of 11:00 A.M. London time, on such
LIBOR Interest Determination Date, if at least two such offered rates
appear (unless, as aforesaid, only a single rate is required) on such
Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified on page one
hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as
the method for calculating LIBOR, the rate for deposits in the Index
Currency having the Index Maturity designated on page one hereof,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date that appears on the Designated LIBOR
Page specified on page one hereof as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If fewer than two such offered rates
appear, or if no such rate appears, as applicable, LIBOR in respect of the
related LIBOR Interest Determination Date will be determined in accordance
with provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as the case may
be, on the applicable Designated LIBOR Page as specified in clause (i)
above, the Calculation Agent will request the principal London offices of
each of four major reference banks in the London interbank market, as
selected by the Calculation Agent, to provide the Calculation Agent with
its offered quotation for deposits in the Index Currency for the period of
the Index Maturity designated on page one hereof, commencing on the second
London Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for a
single transaction in such Index Currency in such market at such time. If
at least two such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., in the applicable Principal Financial
Center, on such LIBOR Interest Determination Date by three major banks in
such Principal Financial Center selected by the Calculation Agent for
loans in the Index Currency to leading European banks, having the Index
Maturity designated on page one hereof and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined as of such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified on page one hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on page one hereof, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
on page one hereof, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is specified on page one
hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the
method for calculating LIBOR, the display on the Dow Jones Telerate Service
for the purpose of displaying the London interbank rates of major banks for
the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
Determination of Prime Rate. If the Base Rate, as indicated on page one
hereof, is, or is calculated by reference to, the Prime Rate, unless otherwise
specified on page one hereof, the "Prime Rate" with respect to each Interest
Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a "Prime Interest
Determination Date") and shall be the rate set forth on such date in H.15(519)
under the heading "Bank Prime Loan", or if not so published prior to 9:00
A.M., New York City time, on the Calculation Date pertaining to such Prime
Interest Determination Date, then the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen NYMF Page
(as defined below) as such bank's prime rate or base lending rates as in
effect for that Prime Interest Determination Date. If fewer than four such
rates but more than one such rate appear on the Reuters Screen NYMF Page for
the Prime Interest Determination Date, the Prime Rate will be determined by
the Calculation Agent and will be the arithmetic mean of the prime rate quoted
on the basis of the actual number of days in the year divided by a 360-day
year as of the close of business on such Prime Interest Determination Date by
four major money center banks in The City of New York selected by the
Calculation Agent from a list approved by the Company. If fewer than two such
rates appear on the Reuters Screen NYMF Page, the Prime Rate will be
determined by the Calculation Agent on the basis of the rates furnished in The
City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any state thereof, having total equity capital of at least U.S. $500,000,000
and being subject to supervision or examination by Federal or State authority,
selected by the Calculation Agent from a list approved by the Company to
provide such rate or rates; provided, however, that if the banks selected as
aforesaid are not quoting as mentioned in this sentence, the Prime Rate will
be the Prime Rate in effect on such Prime Interest Determination Date.
"Reuters Screen NYMF Page" means the display designated as page "NYMF" on the
Reuters Monitor Money Rates Service (or such other page as may replace the
NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
Determination of Treasury Rate. If the Base Rate, as indicated on page
one hereof, is, or is calculated by reference to the Treasury Rate, unless
otherwise specified on page one hereof, the "Treasury Rate" for each Interest
Reset Date will be the rate for the auction held on the Treasury Rate
Determination Date (as hereinafter defined) of direct obligations of the
United States ("Treasury bills") having the Index Maturity, as indicated on
page one hereof, as published in H.15(519) under the heading, "U.S. Government
Securities - Treasury bills - auction average (investment)", or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Treasury Rate Determination Date, the auction average rate (expressed
as a bond equivalent yield, rounded to the nearest one one-hundredth of a
percent, with five one-thousandths of a percent rounded upward, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) as
announced by the United States Department of the Treasury. In the event that
the results of the auction of Treasury bills having the applicable Index
Maturity designated on page one hereof are not published or reported as
provided above by 3:00 P.M., New York City time, on such Calculation Date or
if no such auction is held on such Treasury Rate Determination Date, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a
yield to maturity (expressed as a bond equivalent yield, rounded to the
nearest one one-hundredth of a percent, with five one-thousandths of a percent
rounded upward, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on such Treasury
Rate 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 specified Index Maturity;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate for such Interest Reset Date will be the Treasury Rate in effect on such
Treasury Rate Determination Date.
The "Treasury Rate Determination Date" for any Interest Reset Date will be
the day of the week in which such Interest Reset Date falls on which Treasury
bills would normally be auctioned, but in no event shall the Treasury Rate
Determination Date be after the related Interest Reset Date. Treasury bills
are normally sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except such 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, such
Friday will be the Treasury Rate Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week. If no auction is held in
any week (or on the preceding Friday), the Treasury Rate Determination Date
shall be the Monday of the week in which the Interest Reset Date falls.
Determination of 11th District Cost of Funds Rate. If the Base Rate, as
indicated on page one hereof, is, or is calculated with reference to, the 11th
District Cost of Funds Rate, unless otherwise specified on page one hereof,
the "11th District Cost of Funds Rate", with respect to any related Interest
Determination Date, will be determined by the Calculation Agent and shall be
the rate equal to the monthly weighted average cost of funds for the calendar
month immediately preceding the month in which such Interest Determination
Date falls, as set forth under the caption "11th District" on Telerate Page
7058 as of 11:00 A.M., San Francisco time, on such Interest Determination
Date. If such rate does not appear on Telerate Page 7058 on any related
Interest Determination Date, the 11th District Cost of Funds Rate for such
Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the 11th Federal Home Loan Bank District
that was most recently announced (the "11th District Cost of Funds Index") by
the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco") as
such cost of funds for the calendar month immediately preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate
for the calendar month immediately preceding such Interest Determination Date,
then the 11th District Cost of Funds Rate determined as of such Interest
Determination Date will be the 11th District Cost of Funds Rate in effect on
such Interest Determination Date.
Provisions Applicable to Both Fixed Rate Notes and Floating Rate Notes:
The interest so payable on any Interest Payment Date will, subject to
certain exceptions in the Indenture hereinafter referred to, be paid to the
person in whose name this Note is registered at the close of business on the
Regular Record Date immediately preceding such Interest Payment Date or, if
the Interest Payment Date is a Maturity Date or date of redemption or
repayment, to the person in whose name this Note is registered at the close of
business on the Maturity Date or date of redemption or repayment; provided,
however, that if the Original Issue Date is between a Regular Record Date and
an Interest Payment Date or on an Interest Payment Date, interest for the
period from and including the Original Issue Date to, but excluding, the
Interest Payment Date relating to such Regular Record Date shall be paid on
the next succeeding Interest Payment Date to the person in whose name this
Note is registered on the close of business on the Regular Record Date
preceding such Interest Payment Date. The "Regular Record Date" with respect
to any Interest Payment Date for Floating Rate Notes shall be the date 15
calendar days immediately preceding such Interest Payment Date, and for Fixed
Rate Notes shall be the April 15 and October 15 next preceding such Interest
Payment Date, whether or not such date shall be a Business Day.
This Note may be presented for payment of principal and interest in the
Specified Currency at the office or agency of the Company maintained for such
purpose in the Place of Payment as indicated above, provided, however, that
payments of interest may be made at the option of the Company by check mailed
to the address of such person entitled thereto as such address shall appear on
the Security Register of this series, except for interest payable at the
Maturity Date or upon earlier redemption or repayment which will be made in
immediately available funds upon surrender of this Note. Payments of
principal (and premium, if any) and interest, if payable in a currency other
than U.S. dollars, will be made from an account at a bank outside the United
States.
Principal (and premium, if any) and interest will be paid by the Company
in U.S. dollars based on an Exchange Rate (as defined in the Indenture), even
if this Note is denominated in a Specified Currency other than U.S. dollars;
provided, however, that if permitted as indicated on page one hereof, at the
written request of the Holder, made not later than the Regular Record Date or
Special Record Date, as the case may be, immediately preceding the applicable
Interest Payment Date or the fifteenth day immediately preceding the Maturity
Date or date of redemption or repayment, as the case may be, and pursuant to
the terms of the Indenture, payments of principal (and premium, if any) and
interest in respect of a Note denominated in a Specified Currency other than
U.S. dollars shall be paid in the Specified Currency and otherwise pursuant to
the terms of the Indenture, and any costs associated with such conversion will
be borne by the Holder. If this Note is denominated in a Specified Currency
other then U.S. dollars on page one hereof, the amount of U.S. dollar payment
will be determined by a New York clearing house bank designated by the Company
(the "Exchange Rate Agent") based on the quotation for such Specified Currency
appearing at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable date of payment, on the bank composite
or multi-contributor pages of the Reuters Monitor Foreign Exchange Service
(or, if such service is not then available to the Exchange Rate Agent, the
Telerate Monitor Foreign Exchange Service or, if neither is available, on a
comparable display or in a comparable manner as the Company and the Exchange
Rate Agent shall agree), bid by one of at least three banks (one of which may
be the Exchange Rate Agent) agreed to by the Company and the Exchange Rate
Agent, which will yield the largest number of U.S. dollars upon conversion
from such Specified Currency. If fewer than three bids are available, then
such conversion will be based on the Market Exchange Rate (as defined below)
as of the second Business Day preceding the applicable payment date or, if the
Market Exchange Rate for such date is not available, as of the most recent
date on which the Market Exchange Rate is available. If the principal of, or
interest on this Note is payable in a Specified Currency other than U.S.
dollars (whether by reason of the unavailability of such quotations or through
an election by a Holder) and such Specified Currency is not available to the
Company for making payments thereof due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders of this Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the second
Business Day prior to such payment date, if available, and if not so
available, the exchange rate determined in the following order: first, by the
most recently available Market Exchange Rate; second by the quotations of
three (or if three are not available, then two) recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and the Company in The City of New York or in the foreign country
of issue of such currency, and third, by such other quotations as the Company
deems appropriate. If the Specified Currency is a composite currency,
payments will be an amount determined by the Exchange Rate Agent by adding the
results obtained by multiplying the number of units of each component currency
of such composite currency, as of the most recent day on which such composite
currency was used, by the most recently available Market Exchange Rate for
such component currency. Any Payment made under the circumstances described
above, where the required payment is in a Specified Currency other than U.S.
dollars or any payment made in the Specified Currency, will not constitute an
Event of Default under the Indenture. "Market Exchange Rate" means the noon
buying rate for cable transfers in New York City as determined by the Federal
Reserve Bank of New York for such Specified Currency.
"Business Day" means (i) with respect to Notes which are not denominated
in European Currency Units ("ECUs"), any day other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions are
authorized or obligated by law, regulation or executive order to close in
either The City of New York or (A) with respect to Notes denominated in a
Specified Currency other than U.S. Dollars, in the city as specified by Fleet
pursuant to the applicable Indenture and (B) with respect to LIBOR Notes, is
also a "London Business Day" or (ii) with respect to Notes which are
denominated in ECUs, any day other than a Saturday or Sunday, that is neither
a legal holiday nor a day on which banking institutions are authorized or
obligated by law, regulation or executive order to close in either the City of
New York or any day that is not designated as an ECU Non-Settlement Day by the
ECU Banking Association or otherwise generally regarded in the ECU interbank
market as a day on which payments in ECUs shall not be made. "London Business
Day" means any day (i) if the Index Currency as specified on page one hereof
is other than ECU, on which dealings in such Index Currency are transacted in
the London interbank market or (ii) if the Index Currency is ECU, that is not
designated as an ECU Non-Settlement Day by the ECU Banking Association or
otherwise generally regarded in the ECU interbank market as a day on which
payments in ECUs shall not be made.
In case an Event of Default (as defined in the Indenture) with respect to
Notes of this series shall occur and be continuing, the principal amount (or,
if the Note is an Original Issue Discount Note, such lesser portion of the
principal amount as may be applicable) of the Notes of this series may be
declared due and payable, in the manner and with the effect provided in the
Indenture. If this Note is an Original Issue Discount Note (as defined
below), in the event of an acceleration of the Maturity hereof, the amount
payable to the Holder of this Note upon such acceleration will be determined
by this Note but will be an amount less than the amount payable at the
Maturity of the principal of this Note. An "Original Issue Discount Note" is
a Note, including any zero-coupon note, which has a stated redemption price at
maturity that exceeds its Issue Price by at least 0.25% of its principal
amount, multiplied by the number of full years from the Original Issue Date to
the Maturity Date for such Note, and any other Note designated by the Company
as issued with original issue discount for United States Federal income tax
purposes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company with the consent of
the Holders of 66 2/3% in aggregate principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Outstanding Securities of each series, on behalf of
the Holders of all Securities 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
any 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 (premium, if any) and
interest on this Note, at the times, places and rate and in the coin or
currency, herein prescribed.
The Notes of this series are issued in fully registered form without
coupons. Notes of this series denominated in U.S. dollars (as indicated on
page one hereof) will be issued in denominations of $1,000 or any amount in
excess thereof which is an integral multiple thereof. Notes of this series
denominated in a Specified Currency other than U.S. dollars (as indicated on
page one hereof) will be issued in the Authorized Denomination as indicated on
page one hereof.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of this series upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, State of New York, duly endorsed by or accompanied by, a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon a new Note or Notes of this series of
authorized denomination and for the same aggregate principal amount will be
issued to the designated transferee or transferees.
No service charge shall 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 for registration of transfer of this Note, the
Company, the Trustee, and any Agent of the Company or the Trustee may treat
the person in whose name this Note is registered as the owner of this Note for
all purposes, whether or not this Note be overdue, and neither the Company nor
the Trustee nor any such Agent shall be affected by any notice to the contrary.
If so specified on page one hereof, this Note will be redeemable at the
Company's option on a date or dates specified prior to maturity at a price or
prices, each set forth on page one hereof, together with accrued interest to
the date of redemption. This Note will not be subject to any sinking fund.
If so redeemable, the Company may redeem this Note either in whole or from
time to time in part, upon not less than 30, nor more than 60, days' notice.
If less than all of the Notes with like tenor and terms are to be redeemed,
the Notes to be redeemed shall be selected by the applicable Note Registrar by
such method as such Note Registrar shall deem fair and appropriate.
The Company may specify that this Note will be repayable at the option of
the Holder on a date or dates specified prior to maturity at a price or prices
set forth on page one hereof, together with accrued interest to the date of
repayment. In order for this Note to be repaid, the Paying Agent must receive
at least 30, but not more than 45, days, prior to the repayment date (i) this
Note with the form entitled "Option to Elect Repayment" at the end of this
Note duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
in the United States of America setting forth the name of the Holder of this
Note, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note to be repaid with the form entitled
"Option to Elect Repayment" at the end of this Note duly completed will be
received by the Paying Agent not less than five Business Days after the date
of such telegram, telex, facsimile transmission or letter and such Note and
form duly completed are received by the Paying Agent by such fifth Business
Day. Exercise of the repayment option by the Holder of this Note shall be
irrevocable. The repayment option may be exercised by the Holder of this Note
for less then the entire principal amount of this Note provided that the
principal amount of this Note remaining outstanding after repayment is an
authorized denomination.
The Company may at any time purchase this Note at any price in the open
market or otherwise. Notes so purchased by the Company may be held or resold
or, at the discretion of the Company, may be surrendered to the Trustee for
cancellation.
By acceptance of this Note, the holder hereof agrees to be bound by the
provisions of the Indenture. Terms used herein which are defined in the
Indenture shall have the respective meanings assigned thereto in the Indenture.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by or on
behalf of the Trustee under the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION FLEET FINANCIAL GROUP, INC.
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
By
THE FIRST NATIONAL BANK OF CHICAGO, Chairman and President
as Trustee
By By
Authorized Officer Secretary
<PAGE>
[TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]
ABBREVIATIONS
The following abbreviations, when used in the inscription on page one of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of (State)
survivorship and not as tenant
in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers 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 it appears
upon page one of 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.
<PAGE>
[TO BE DELETED UNLESS HOLDER HAS OPTION TO ELECT REPAYMENT]
REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
The First National Bank of Chicago
1 North State Street
9th Floor
Chicago, IL 60602
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion hereof specified below) pursuant to its
terms at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date, to the undersigned
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
: and specify the denomination or denominations (which shall
be in authorized denominations) of the Notes to be issued to the Holder for
the portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):
Date Signature
ABBREVIATIONS
The following abbreviations, when used in the instruction 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 entirety
JT TEN- as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian for
(Cust) (Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may be used though not in the above list.
Exhibit 4(b)
REGISTERED REGISTERED
IF APPLICABLE, THE "TOTAL AMOUNT OF OID, "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR
NONBANK SUBSIDIARY OF FLEET FINANCIAL GROUP, INC. AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY OTHER
GOVERNMENT AGENCY.
CUSIP PRINCIPAL AMOUNT: Specimen
NO. I-Specimen
FLEET FINANCIAL GROUP, INC.
MEDIUM-TERM NOTE, SERIES I
SUBORDINATED
Issue Price: % Maturity Date:
Original Issue Date: Index Maturity:
Fixed Rate - Interest Rate: % Total Amount of OID:
Floating Rate -
Initial Interest Rate: % Yield to Maturity: %
Base Rate: Initial Accrual Period OID:
CD Rate Specified Currency (if other
than U.S. dollars):
CMT Rate
Designated CMT Telerate Page:
Designated CMT Maturity Index:
Commercial Paper Rate Option to Receive Payments
in Specified Currency
Federal Funds Rate (non-U.S. dollar denominated
Note):
LIBOR
Yes No
LIBOR Reuters
LIBOR Telerate
Index Currency:
Prime Rate Place of Payment:
Treasury Rate
11th District Cost of Funds Rate
Other:
Spread (+/-):
Spread Multiplier: % Redemption Provisions:
Maximum Interest Rate: %
Minimum Interest Rate: %
Initial Interest Reset Date:
Interest Reset Dates:
Interest Payment Dates: Other Terms:
Interest Determination Dates:
Authorized Denomination (only if non-U.S. dollar denominated Note):
Calculation Agent:
Interest Payment Period:
Fleet Financial Group. Inc., a Rhode Island corporation (herein called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
, or registered assigns, the Principal
Amount specified above on the Maturity Date specified above and to pay to the
registered holder hereof interest on said Principal Amount at a rate per annum
specified above and upon the terms provided under either the heading "Fixed
Rate Note" or "Floating Rate Note".
This Note is one of a duly authorized issue of notes of the Company
(herein referred to as the "Notes"), all issued or to be issued in one or more
series under an Indenture, dated as of October 1, 1992, as supplemented by a
First Supplemental Indenture dated as of November 30, 1992 (as supplemented,
herein referred to as the "Indenture"), between the Company and The First
National Bank of Chicago, 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 Trustee, the Company and the Holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered.
The Notes of this series are limited (except as otherwise provided in the
Indenture) to the aggregate principal amount established from time to time by
the Board of Directors of the Company. The Notes of this series may be issued
at various times with different maturity dates and different principal
repayment provisions, may bear interest at different rates and may otherwise
vary, all as provided in the Indenture. The Notes of this series may be
subject to redemption or entitled to repayment at the option of the Holder
thereof, in both cases upon notice and in accordance with the provisions of
the Indenture and as indicated on page one hereof. The Company may defease
the Notes of this series in accordance with the provisions of the Indenture.
Upon any distribution of assets of the Company upon dissolution, winding
up, liquidation or reorganization, the payment of the principal of, premium,
if any, and interest on, this Note is to be subordinated in right of payment
to the extent provided in the Indenture to the prior payment in full of all
Senior Indebtedness and Other Financial Obligations of the Company (each as
defined in the Indenture). Each Holder of this Note, by the acceptance
thereof, agrees to and shall be bound by such provisions of the Indenture.
Provisions Applicable to Fixed Rate Notes Only:
If the "Fixed Rate" line on page one of this Note is checked, the Company
will pay interest semiannually on May 1 and November 1 of each year (each an
"Interest Payment Date") and on the Maturity Date or upon earlier redemption
or repayment to the person to whom principal is payable. Interest shall
accrue from the Original Issue Date, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for on this Note (or any
Predecessor Note) to, but excluding, the next following Interest Payment Date,
Maturity Date, or date of redemption or repayment, as the case may be.
Interest on Fixed Rate Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
If any Interest Payment Date or the Maturity Date (or the date of
redemption or repayment) of a Fixed Rate Note falls on a day that is not a
Business Day (defined below), the payment will be made on the next Business
Day as if it were made on the date such payment was due, and no interest will
accrue on the amount so payable for the period from and after such Interest
Payment Date or the Maturity Date (or the date of redemption or repayment), as
the case may be.
Provisions Applicable to Floating Rate Notes Only:
If the "Floating Rate" line on page one of this Note is checked, the
Company will pay interest on the Interest Payment Dates shown on page one at
the Initial Interest Rate shown on page one until the first Interest Reset
Date shown on page one following the Original Issue Date shown above and
thereafter at a rate determined in accordance with the provisions hereinafter
set forth under the headings "Determination of CD Rate", "Determination of CMT
Rate", "Determination of Commercial Paper Rate", "Determination of Federal
Funds Rate", "Determination of LIBOR", "Determination of Prime Rate",
"Determination of Treasury Rate" or "Determination of 11th District Cost of
Funds Rate", depending on whether the Base Rate is the CD Rate, the CMT Rate,
the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the
Treasury Rate, the 11th District Cost of Funds Rate or other Base Rate, as
indicated on page one.
An interest payment shall be the amount of interest accrued from and
including the Original Issue Date, or from and including the last Interest
Payment Date to which interest has been paid, to, but excluding, the next
following Interest Payment Date, Maturity Date, or date of redemption or
repayment, as the case may be (an "Interest Period"). If the "Maximum
Interest Rate" on page one is checked, the Floating Rate Note is subject to a
maximum limitation on the rate of interest which may accrue during any
Interest Period. If the "Minimum Interest Rate" line is checked, the Floating
Rate Note is subject to a minimum limitation on the rate of interest which may
accrue during any Interest Period.
If any Interest Payment Date for any Floating Rate Note would fall on a
day that is not a Business Day with respect to such Note, such Interest
Payment Date will be the following day that is a Business Day with respect to
such Note, except that, in the case of a LIBOR Note, if such Business Day is
in the next succeeding calendar month, such Interest Payment Date will be the
immediately preceding day that is a Business Day with respect to such LIBOR
Note. If the Maturity Date (or date of redemption or repayment) of any
Floating Rate Note would fall on a day that is not a Business Day, the payment
of interest and principal (and premium, if any) may be made on the next
succeeding Business Day, and no interest on such payment will accrue for the
period from and after the Maturity Date (or the date of redemption or
repayment).
Commencing with the first Interest Reset Date specified on page one hereof
following the Original Issue Date, the rate at which interest on this Note is
payable shall be adjusted daily, weekly, monthly, quarterly, semi-annually or
annually as shown on page one hereof under "Interest Reset Dates". The
interest rate for each Interest Reset Date shall be the Base Rate (as shown on
page one hereof and described below) applicable to such Interest Reset Date,
plus or minus the Spread (defined below), if any, and/or multiplied by the
Spread Multiplier (defined below), if any (each as indicated on page one
hereof); provided, however, that the interest rate in effect for the period
from the Issue Date to the first Interest Reset Date will be the Initial
Interest Rate.
The "Spread" is the number of basis points (one basis point equals
one-hundredth of a percentage point) specified on page one hereof as being
applicable to the interest rate for such Floating Rate Note, and the "Spread
Multiplier" is the percentage specified on page one hereof as being applicable
to the interest rate for such Floating Rate Note. Both a Spread and/or a
Spread Multiplier may be applicable to the Interest Rate for a particular
Floating Rate Note, as set forth on page one hereof.
Each such adjusted rate shall be applicable on and after the Interest
Reset Date to which it relates but not including the next succeeding Interest
Reset Date. If any Interest Reset Date is a day that is not a Business Day,
such Interest Reset Date shall be postponed to the next day that is a Business
Day, except that if the rate of interest on this Note shall be determined by
reference to LIBOR and 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 (including usury laws) and
except as specified on this Note, 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.
With respect to a Floating Rate Note, accrued interest shall be calculated
by multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Such accrued interest factor will be computed by adding the
interest factors calculated for each day in the Interest Period or from the
last date from which accrued interest is being calculated. The interest
factor for each such day is computed by dividing the interest rate applicable
to such day by 360, in the cases of CD Rate Notes, Commercial Paper Rate
Notes, Federal Funds Rate Notes, LIBOR Notes, Prime Rate Notes and 11th
District Cost of Funds Notes or by the number of days in the year, in the
cases of CMT Rate Notes and Treasury Rate Notes. The interest rate applicable
to any day that is an Interest Reset Date will be the interest rate effective
on such Interest Reset Date. The interest rate applicable to any other day
will be the interest rate for the immediately preceding Interest Reset Date
(or, if none, the Initial Interest Rate, as shown on page one).
The "Calculation Date", where applicable, pertaining to an Interest
Determination Date 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 next succeeding Business Day and (ii) the Business Day preceding the
applicable Interest Payment Date or the Maturity Date, as the case may be.
The First National Bank of Chicago shall be the Calculation Agent unless
another Calculation Agent is specified on page one hereof. At the request of
the Holder, the Calculation Agent will provide the interest rate then in
effect and, if determined, the interest rate which will become effective on
the next Interest Reset Date.
Unless otherwise specified on page one hereof, all percentages resulting
from any calculation of the rate of interest on a Floating Rate Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percent
(.0000001), with five one-millionths of a percentage point rounded upward, and
all dollar amounts used in or resulting from such calculation on Floating Rate
Notes will be rounded to the nearest cent (with one-half cent being rounded
upward).
Determination of CD Rate. If the Base Rate, as indicated on page one
hereof, is, or is calculated by reference to, the CD Rate, unless otherwise
specified on page one hereof, the "CD Rate", with respect to any Interest
Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a "CD Interest Determination
Date") and shall be the rate on such date for negotiable certificates of
deposit having the Index Maturity designated on page one hereof as published
by the Board of Governors of the Federal Reserve System in "Statistical
Release H.15(519), Selected Interest Rates" or any successor publication
("H.15(519)") under the heading "CDs (Secondary Market)" or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such CD Interest Determination Date, then the CD Rate shall be the rate on
such CD Interest Determination Date for negotiable certificates of deposit
having the specified Index Maturity as published by the Federal Reserve Bank
of New York in its daily statistical release, "Composite 3:30 P.M. Quotations
for U.S. Government Securities" or any successor publication ("Composite
Quotations") under the heading "Certificates of Deposit". If such rate is not
so published by 3:00 P.M., New York City time, on such Calculation Date, then
the CD Rate on such CD Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Interest
Determination Date, of three leading nonbank dealers in negotiable U.S. dollar
certificates of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United States money
center banks of the highest credit standing (in the market for negotiable
certificates of deposit) with a remaining maturity closest to the specified
Index Maturity in a denomination of U.S. $5,000,000; provided, however, that
if the dealers selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the CD Rate will be the CD Rate in effect on
such CD Interest Determination Date.
CD Rate Notes, like other Notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.
Determination of CMT Rate. If the Base Rate, as indicated on page one
hereof, is, or is calculated by reference to, the CMT Rate, unless otherwise
specified on page one hereof, the "CMT Rate" will be determined by the
Calculation Agent, with respect to any Interest Determination Date (a "CMT
Interest Determination Date"), and shall be the rate displayed on the
Designated CMT Telerate Page under the caption "...Treasury Constant
Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45
P.M.", under the column for the Designated CMT Maturity Index for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in
which the related CMT Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page, or is not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such
CMT Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published in the relevant H.15(519).
If such rate is no longer published, or if not published by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such
CMT Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index (or other United States Treasury rate
for the Designated CMT Maturity Index) for the CMT Interest Determination Date
with respect to such Interest Reset Date as may then be published by either
the Board of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not provided
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate for the CMT Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M. (New York City time) on the CMT Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers (each, a "Reference Dealer") in The City
of New York selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest)), for the most
recently issued direct noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less than such
Designated CMT Maturity Index minus one year. If the Calculation Agent cannot
obtain three such Treasury Note quotations, the CMT Rate for such CMT Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 P.M. (New York City time) on the CMT
Interest Determination Date of three Reference Dealers in the city of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer
than three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such CMT
Interest Determination Date. If two Treasury Notes with an original maturity
as described in the third preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the
Treasury Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones Telerate
Service on the page designated on page one hereof (or any other page as may
replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on page one hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20, or 30 years)
specified on page one hereof with respect to which the CMT Rate will be
calculated, If no such maturity is specified, the Designated CMT Maturity
Index shall be two years.
Determination of Commercial Paper Rate. If the Base Rate, as indicated on
page one hereof, is, or is calculated by reference to, the Commercial Paper
Rate, unless otherwise specified on page one hereof, the "Commercial Paper
Rate" for each Interest Reset Date will be determined by the Calculation Agent
as of the second Business Day prior to such Interest Reset Date (a "Commercial
Paper Interest Determination Date") and shall be the Money Market Yield (as
defined below) on such date of the rate for commercial paper having the Index
Maturity as indicated on page one hereof, as such rate shall be published in
H.15(519) under the heading "Commercial Paper". In the event that such rate
is not published prior to 9:00 A.M. New York City time on the Calculation
Date, then the Commercial Paper Rate shall be the Money Market Yield on such
Commercial Paper Interest Determination Date of the rate for commercial paper
of the specified Index Maturity as published in Composite Quotations under the
heading "Commercial Paper". If by 3:00 P.M. New York City time on such
Calculation Date such rate is not yet published in either H.15(519) or
Composite Quotations, then the Commercial Paper Rate shall be the Money Market
Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York
City time, on that Commercial Paper Interest Determination Date, of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the specified Index Maturity
placed for an industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized rating agency; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting offered
rates as mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such 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 commercial paper quoted
on a bank discount basis and expressed as a decimal; and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of Federal Funds Rate. If the Base Rate, as indicated on
page one hereof, is, or is calculated by reference to, the Federal Funds Rate,
unless otherwise specified on page one hereof, the "Federal Funds Rate" with
respect to each Interest Reset Date will be determined by the Calculation
Agent as of the second Business Day prior to such Interest Reset Date (a
"Federal Funds Interest Determination Date"), and shall be the rate on that
date for Federal Funds as published in H.15(519) under the heading "Federal
Funds (Effective)" or, if not so published by 9:00 A.M., New York City time,
on the Calculation Date pertaining to such Federal Funds Interest
Determination Date, the Federal Funds Rate will be the rate on such Federal
Funds Interest Determination Date as published in Composite Quotations under
the heading "Federal Funds/Effective Rate". If such rate is not so published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Federal Funds Interest Determination Date, the Federal Funds Rate for such
Federal Funds Reset Date will be calculated by the Calculation Agent and will
be the arithmetic mean of the rates for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions
in The City of New York selected by the Calculation Agent as of 9:00 A.M., New
York City time, on such Federal Funds Interest Determination Date; provided,
however, that if the brokers selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, the Federal Funds Rate will be
the Federal Funds Rate in effect on such Federal Funds Interest Determination
Date.
Determination of LIBOR. If the Base Rate, as indicated on page one
hereof, is, or is calculated by reference to, LIBOR, unless otherwise
specified on page one hereof, "LIBOR" for each Interest Reset Date will be
determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to an Interest Determination Date relating to a
LIBOR Note or any Floating Rate Note for which the interest rate is
determined with reference to LIBOR (a "LIBOR" Interest Determination
Date"), LIBOR will be either: (a) if "LIBOR Reuters" is specified on page
one hereof, the arithmetic mean of the offered rates (unless the specified
Designated LIBOR Page by its terms provides only for a single rate, in
which case such single rate shall be used) for deposits in the Index
Currency having the Index Maturity designated on page one hereof,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appear on the Designated LIBOR
Page specified on page one hereof, as of 11:00 A.M. London time, on such
LIBOR Interest Determination Date, if at least two such offered rates
appear (unless, as aforesaid, only a single rate is required) on such
Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified on page one
hereof or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as
the method for calculating LIBOR, the rate for deposits in the Index
Currency having the Index Maturity designated on page one hereof,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date that appears on the Designated LIBOR
Page specified on page one hereof as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If fewer than two such offered rates
appear, or if no such rate appears, as applicable, LIBOR in respect of the
related LIBOR Interest Determination Date will be determined in accordance
with provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as the case may
be, on the applicable Designated LIBOR Page as specified in clause (i)
above, the Calculation Agent will request the principal London offices of
each of four major reference banks in the London interbank market, as
selected by the Calculation Agent, to provide the Calculation Agent with
its offered quotation for deposits in the Index Currency for the period of
the Index Maturity designated on page one hereof, commencing on the second
London Business Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative for a
single transaction in such Index Currency in such market at such time. If
at least two such quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR determined on such LIBOR
Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., in the applicable Principal Financial
Center, on such LIBOR Interest Determination Date by three major banks in
such Principal Financial Center selected by the Calculation Agent for
loans in the Index Currency to leading European banks, having the Index
Maturity designated on page one hereof and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined as of such LIBOR Interest Determination Date will be LIBOR in
effect on such LIBOR Interest Determination Date.
"Index Currency" means the currency (including composite currencies)
specified on page one hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified on page one hereof, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is specified
on page one hereof, the display on the Reuters Monitor Money Rates Service for
the purpose of displaying the London interbank rates of major banks for the
applicable Index Currency, or (b) if "LIBOR Telerate" is specified on page one
hereof or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the
method for calculating LIBOR, the display on the Dow Jones Telerate Service
for the purpose of displaying the London interbank rates of major banks for
the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country of the specified Index Currency, except that with respect to United
States dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Luxembourg, respectively.
Determination of Prime Rate. If the Base Rate, as indicated on page one
hereof, is, or is calculated by reference to, the Prime Rate, unless otherwise
specified on page one hereof, the "Prime Rate" with respect to each Interest
Reset Date will be determined by the Calculation Agent as of the second
Business Day prior to such Interest Reset Date (a "Prime Interest
Determination Date") and shall be the rate set forth on such date in H.15(519)
under the heading "Bank Prime Loan", or if not so published prior to 9:00
A.M., New York City time, on the Calculation Date pertaining to such Prime
Interest Determination Date, then the Prime Rate will be determined by the
Calculation Agent and will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen NYMF Page
(as defined below) as such bank's prime rate or base lending rates as in
effect for that Prime Interest Determination Date. If fewer than four such
rates but more than one such rate appear on the Reuters Screen NYMF Page for
the Prime Interest Determination Date, the Prime Rate will be determined by
the Calculation Agent and will be the arithmetic mean of the prime rate quoted
on the basis of the actual number of days in the year divided by a 360-day
year as of the close of business on such Prime Interest Determination Date by
four major money center banks in The City of New York selected by the
Calculation Agent from a list approved by the Company. If fewer than two such
rates appear on the Reuters Screen NYMF Page, the Prime Rate will be
determined by the Calculation Agent on the basis of the rates furnished in The
City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any state thereof, having total equity capital of at least U.S. $500,000,000
and being subject to supervision or examination by Federal or State authority,
selected by the Calculation Agent from a list approved by the Company to
provide such rate or rates; provided, however, that if the banks selected as
aforesaid are not quoting as mentioned in this sentence, the Prime Rate will
be the Prime Rate in effect on such Prime Interest Determination Date.
"Reuters Screen NYMF Page" means the display designated as page "NYMF" on the
Reuters Monitor Money Rates Service (or such other page as may replace the
NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
Determination of Treasury Rate. If the Base Rate, as indicated on page
one hereof, is, or is calculated by reference to the Treasury Rate, unless
otherwise specified on page one hereof, the "Treasury Rate" for each Interest
Reset Date will be the rate for the auction held on the Treasury Rate
Determination Date (as hereinafter defined) of direct obligations of the
United States ("Treasury bills") having the Index Maturity, as indicated on
page one hereof, as published in H.15(519) under the heading, "U.S. Government
Securities - Treasury bills - auction average (investment)", or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Treasury Rate Determination Date, the auction average rate (expressed
as a bond equivalent yield, rounded to the nearest one one-hundredth of a
percent, with five one-thousandths of a percent rounded upward, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) as
announced by the United States Department of the Treasury. In the event that
the results of the auction of Treasury bills having the applicable Index
Maturity designated on page one hereof are not published or reported as
provided above by 3:00 P.M., New York City time, on such Calculation Date or
if no such auction is held on such Treasury Rate Determination Date, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be a
yield to maturity (expressed as a bond equivalent yield, rounded to the
nearest one one-hundredth of a percent, with five one-thousandths of a percent
rounded upward, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on such Treasury
Rate 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 specified Index Maturity;
provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Treasury
Rate for such Interest Reset Date will be the Treasury Rate in effect on such
Treasury Rate Determination Date.
The "Treasury Rate Determination Date" for any Interest Reset Date will be
the day of the week in which such Interest Reset Date falls on which Treasury
bills would normally be auctioned, but in no event shall the Treasury Rate
Determination Date be after the related Interest Reset Date. Treasury bills
are normally sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except such 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, such
Friday will be the Treasury Rate Determination Date pertaining to the Interest
Reset Date occurring in the next succeeding week. If no auction is held in
any week (or on the preceding Friday), the Treasury Rate Determination Date
shall be the Monday of the week in which the Interest Reset Date falls.
Determination of 11th District Cost of Funds Rate. If the Base Rate, as
indicated on page one hereof, is, or is calculated with reference to, the 11th
District Cost of Funds Rate, unless otherwise specified on page one hereof,
the "11th District Cost of Funds Rate", with respect to any related Interest
Determination Date, will be determined by the Calculation Agent and shall be
the rate equal to the monthly weighted average cost of funds for the calendar
month immediately preceding the month in which such Interest Determination
Date falls, as set forth under the caption "11th District" on Telerate Page
7058 as of 11:00 A.M., San Francisco time, on such Interest Determination
Date. If such rate does not appear on Telerate Page 7058 on any related
Interest Determination Date, the 11th District Cost of Funds Rate for such
Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions of the 11th Federal Home Loan Bank District
that was most recently announced (the "11th District Cost of Funds Index") by
the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco") as
such cost of funds for the calendar month immediately preceding the date of
such announcement. If the FHLB of San Francisco fails to announce such rate
for the calendar month immediately preceding such Interest Determination Date,
then the 11th District Cost of Funds Rate determined as of such Interest
Determination Date will be the 11th District Cost of Funds Rate in effect on
such Interest Determination Date.
Provisions Applicable to Both Fixed Rate Notes and Floating Rate Notes:
The interest so payable on any Interest Payment Date will, subject to
certain exceptions in the Indenture hereinafter referred to, be paid to the
person in whose name this Note is registered at the close of business on the
Regular Record Date immediately preceding such Interest Payment Date or, if
the Interest Payment Date is a Maturity Date or date of redemption or
repayment, to the person in whose name this Note is registered at the close of
business on the Maturity Date or date of redemption or repayment; provided,
however, that if the Original Issue Date is between a Regular Record Date and
an Interest Payment Date or on an Interest Payment Date, interest for the
period from and including the Original Issue Date to, but excluding, the
Interest Payment Date relating to such Regular Record Date shall be paid on
the next succeeding Interest Payment Date to the person in whose name this
Note is registered on the close of business on the Regular Record Date
preceding such Interest Payment Date. The "Regular Record Date" with respect
to any Interest Payment Date for Floating Rate Notes shall be the date 15
calendar days immediately preceding such Interest Payment Date, and for Fixed
Rate Notes shall be the April 15 and October 15 next preceding such Interest
Payment Date, whether or not such date shall be a Business Day.
This Note may be presented for payment of principal and interest in the
Specified Currency at the office or agency of the Company maintained for such
purpose in the Place of Payment as indicated above, provided, however, that
payments of interest may be made at the option of the Company by check mailed
to the address of such person entitled thereto as such address shall appear on
the Security Register of this series, except for interest payable at the
Maturity Date or upon earlier redemption or repayment which will be made in
immediately available funds upon surrender of this Note. Payments of
principal (and premium, if any) and interest, if payable in a currency other
than U.S. dollars, will be made from an account at a bank outside the United
States.
Principal (and premium, if any) and interest will be paid by the Company
in U.S. dollars based on an Exchange Rate (as defined in the Indenture), even
if this Note is denominated in a Specified Currency other than U.S. dollars;
provided, however, that if permitted as indicated on page one hereof, at the
written request of the Holder, made not later than the Regular Record Date or
Special Record Date, as the case may be, immediately preceding the applicable
Interest Payment Date or the fifteenth day immediately preceding the Maturity
Date or date of redemption or repayment, as the case may be, and pursuant to
the terms of the Indenture, payments of principal (and premium, if any) and
interest in respect of a Note denominated in a Specified Currency other than
U.S. dollars shall be paid in the Specified Currency and otherwise pursuant to
the terms of the Indenture, and any costs associated with such conversion will
be borne by the Holder. If this Note is denominated in a Specified Currency
other then U.S. dollars on page one hereof, the amount of U.S. dollar payment
will be determined by a New York clearing house bank designated by the Company
(the "Exchange Rate Agent") based on the quotation for such Specified Currency
appearing at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable date of payment, on the bank composite
or multi-contributor pages of the Reuters Monitor Foreign Exchange Service
(or, if such service is not then available to the Exchange Rate Agent, the
Telerate Monitor Foreign Exchange Service or, if neither is available, on a
comparable display or in a comparable manner as the Company and the Exchange
Rate Agent shall agree), bid by one of at least three banks (one of which may
be the Exchange Rate Agent) agreed to by the Company and the Exchange Rate
Agent, which will yield the largest number of U.S. dollars upon conversion
from such Specified Currency. If fewer than three bids are available, then
such conversion will be based on the Market Exchange Rate (as defined below)
as of the second Business Day preceding the applicable payment date or, if the
Market Exchange Rate for such date is not available, as of the most recent
date on which the Market Exchange Rate is available. If the principal of, or
interest on this Note is payable in a Specified Currency other than U.S.
dollars (whether by reason of the unavailability of such quotations or through
an election by a Holder) and such Specified Currency is not available to the
Company for making payments thereof due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders of this Note by making such
payment in U.S. dollars on the basis of the Market Exchange Rate on the second
Business Day prior to such payment date, if available, and if not so
available, the exchange rate determined in the following order: first, by the
most recently available Market Exchange Rate; second by the quotations of
three (or if three are not available, then two) recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent) selected by the Exchange
Rate Agent and the Company in The City of New York or in the foreign country
of issue of such currency, and third, by such other quotations as the Company
deems appropriate. If the Specified Currency is a composite currency,
payments will be an amount determined by the Exchange Rate Agent by adding the
results obtained by multiplying the number of units of each component currency
of such composite currency, as of the most recent day on which such composite
currency was used, by the most recently available Market Exchange Rate for
such component currency. Any Payment made under the circumstances described
above, where the required payment is in a Specified Currency other than U.S.
dollars or any payment made in the Specified Currency, will not constitute an
Event of Default under the Indenture. "Market Exchange Rate" means the noon
buying rate for cable transfers in New York City as determined by the Federal
Reserve Bank of New York for such Specified Currency.
"Business Day" means (i) with respect to Notes which are not denominated
in European Currency Units ("ECUs"), any day other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions are
authorized or obligated by law, regulation or executive order to close in
either The City of New York or (A) with respect to Notes denominated in a
Specified Currency other than U.S. Dollars, in the city as specified by Fleet
pursuant to the applicable Indenture and (B) with respect to LIBOR Notes, is
also a "London Business Day" or (ii) with respect to Notes which are
denominated in ECUs, any day other than a Saturday or Sunday, that is neither
a legal holiday nor a day on which banking institutions are authorized or
obligated by law, regulation or executive order to close in either the City of
New York or any day that is not designated as an ECU Non-Settlement Day by the
ECU Banking Association or otherwise generally regarded in the ECU interbank
market as a day on which payments in ECUs shall not be made. "London Business
Day" means any day (i) if the Index Currency as specified on page one hereof
is other than ECU, on which dealings in such Index Currency are transacted in
the London interbank market or (ii) if the Index Currency is ECU, that is not
designated as an ECU Non-Settlement Day by the ECU Banking Association or
otherwise generally regarded in the ECU interbank market as a day on which
payments in ECUs shall not be made.
In case an Event of Default (as defined in the Indenture) with respect to
Notes of this series shall occur and be continuing, the principal amount (or,
if the Note is an Original Issue Discount Note, such lesser portion of the
principal amount as may be applicable) of the Notes of this series may be
declared due and payable, in the manner and with the effect provided in the
Indenture. If this Note is an Original Issue Discount Note (as defined
below), in the event of an acceleration of the Maturity hereof, the amount
payable to the Holder of this Note upon such acceleration will be determined
by this Note but will be an amount less than the amount payable at the
Maturity of the principal of this Note. An "Original Issue Discount Note" is
a Note, including any zero-coupon note, which has a stated redemption price at
maturity that exceeds its Issue Price by at least 0.25% of its principal
amount, multiplied by the number of full years from the Original Issue Date to
the Maturity Date for such Note, and any other Note designated by the Company
as issued with original issue discount for United States Federal income tax
purposes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company with the consent of
the Holders of 66 2/3% in aggregate principal amount of the Outstanding
Securities of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Outstanding Securities of each series, on behalf of
the Holders of all Securities 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
any 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 (premium, if any) and
interest on this Note, at the times, places and rate and in the coin or
currency, herein prescribed.
The Notes of this series are issued in fully registered form without
coupons. Notes of this series denominated in U.S. dollars (as indicated on
page one hereof) will be issued in denominations of $1,000 or any amount in
excess thereof which is an integral multiple thereof. Notes of this series
denominated in a Specified Currency other than U.S. dollars (as indicated on
page one hereof) will be issued in the Authorized Denomination as indicated on
page one hereof.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security
Register of this series upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, State of New York, duly endorsed by or accompanied by, a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar, duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon a new Note or Notes of this series of
authorized denomination and for the same aggregate principal amount will be
issued to the designated transferee or transferees.
No service charge shall 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 for registration of transfer of this Note, the
Company, the Trustee, and any Agent of the Company or the Trustee may treat
the person in whose name this Note is registered as the owner of this Note for
all purposes, whether or not this Note be overdue, and neither the Company nor
the Trustee nor any such Agent shall be affected by any notice to the contrary.
If so specified on page one hereof, this Note will be redeemable at the
Company's option on a date or dates specified prior to maturity at a price or
prices, each set forth on page one hereof, together with accrued interest to
the date of redemption. This Note will not be subject to any sinking fund.
If so redeemable, the Company may redeem this Note either in whole or from
time to time in part, upon not less than 30, nor more than 60, days' notice.
If less than all of the Notes with like tenor and terms are to be redeemed,
the Notes to be redeemed shall be selected by the applicable Note Registrar by
such method as such Note Registrar shall deem fair and appropriate.
The Company may specify that this Note will be repayable at the option of
the Holder on a date or dates specified prior to maturity at a price or prices
set forth on page one hereof, together with accrued interest to the date of
repayment. In order for this Note to be repaid, the Paying Agent must receive
at least 30, but not more than 45, days, prior to the repayment date (i) this
Note with the form entitled "Option to Elect Repayment" at the end of this
Note duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
in the United States of America setting forth the name of the Holder of this
Note, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note to be repaid with the form entitled
"Option to Elect Repayment" at the end of this Note duly completed will be
received by the Paying Agent not less than five Business Days after the date
of such telegram, telex, facsimile transmission or letter and such Note and
form duly completed are received by the Paying Agent by such fifth Business
Day. Exercise of the repayment option by the Holder of this Note shall be
irrevocable. The repayment option may be exercised by the Holder of this Note
for less then the entire principal amount of this Note provided that the
principal amount of this Note remaining outstanding after repayment is an
authorized denomination.
The Company may at any time purchase this Note at any price in the open
market or otherwise. Notes so purchased by the Company may be held or resold
or, at the discretion of the Company, may be surrendered to the Trustee for
cancellation.
By acceptance of this Note, the holder hereof agrees to be bound by the
provisions of the Indenture. Terms used herein which are defined in the
Indenture shall have the respective meanings assigned thereto in the Indenture.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by or on
behalf of the Trustee under the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION FLEET FINANCIAL GROUP, INC.
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
By
THE FIRST NATIONAL BANK OF CHICAGO, Chairman and President
as Trustee
By By
Authorized Officer Secretary
<PAGE>
[TO BE DELETED IF NOTE ISSUED AS GLOBAL BOOK-ENTRY NOTE]
ABBREVIATIONS
The following abbreviations, when used in the inscription on page one of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of (State)
survivorship and not as tenant
in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers 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 it appears
upon page one of 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.
<PAGE>
[TO BE DELETED UNLESS HOLDER HAS OPTION TO ELECT REPAYMENT]
REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
The First National Bank of Chicago
1 North State Street
9th Floor
Chicago, IL 60602
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Note (or portion hereof specified below) pursuant to its
terms at a price equal to the applicable Repayment Price thereof together with
interest to the Repayment Date, to the undersigned
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within note is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
: and specify the denomination or denominations (which shall
be in authorized denominations) of the Notes to be issued to the Holder for
the portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being
repaid):
Date Signature
ABBREVIATIONS
The following abbreviations, when used in the instruction 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 entirety
JT TEN- as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - Custodian for
(Cust) (Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may be used though not in the above list.
