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Exhibit 4(b)
FLEETBOSTON FINANCIAL CORPORATION
SUBORDINATED MEDIUM-TERM NOTE, SERIES S
REGISTERED CUSIP NO:. PRINCIPAL AMOUNT:
No. R-_____ ___________ $__________________
TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT
IN PART, TO THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
("DTC"), NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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 FLEETBOSTON FINANCIAL CORPORATION AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, BANK INSURANCE FUND OR ANY
OTHER GOVERNMENT AGENCY.
<TABLE>
<S> <C> <C>
ISSUE PRICE: MATURITY DATE: ORIGINAL ISSUE DATE:
INDEX MATURITY: YIELD TO MATURITY: TOTAL AMOUNT OF OID:
FIXED RATE - INTEREST RATE: BASE RATE:
FLOATING RATE - INITIAL INTEREST RATE: INITIAL ACCRUAL PERIOD OID: SPECIFIED CURRENCY (if other than
LIBOR: CMT RATE:
[ ] Yes [ ] Designated CMT Telerate Page:
[ ] No [ ] Designated CMT Maturity Index:
[ ] LIBOR Reuters:
[ ] LIBOR Telerate:
</TABLE>
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<TABLE>
<S> <C> <C>
[ ] COMMERCIAL PAPER RATE: OPTION TO RECEIVE PAYMENTS IN [ ] FEDERAL FUNDS RATE:
SPECIFIED CURRENCY (non-U.S. dollar
denominated Note):
INDEX CURRENCY: PLACE OF PAYMENT: SPREAD (PLUS OR MINUS):
[ ] Prime Rate:
[ ] Treasury Rate:
[ ] Other:
INTEREST CATEGORY: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate Note from to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: % from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest Rate: % from to .
Applicable Interest Rate Basis:
SPREAD MULTIPLIER: REDEMPTION PROVISIONS: MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE: INITIAL INTEREST RESET DATE: INTEREST RESET DATES:
ADDENDUM ATTACHED
[ ] Yes
[ ] No
INTEREST PAYMENT DATES: RENEWABLE: INTEREST DETERMINATION DATES:
[ ] Yes
[ ] No
AUTHORIZED DENOMINATION (only if non-U.S. EXTENDIBLE: CALCULATION AGENT:
dollar denomination Note): [ ] Yes
[ ] No
OTHER PROVISIONS: INTEREST PAYMENT PERIOD:
</TABLE>
FleetBoston Financial Corporation, 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 of this Note (the "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 December 6, 1999 (herein referred to as
the "Indenture"), between the Company and The Bank of New York, 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
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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 15 and November 15 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 CMT Rate," "Determination of Commercial
Paper Rate," "Determination of Federal Funds Rate," "Determination of LIBOR,"
"Determination of Prime Rate" or "Determination of Treasury Rate," depending on
whether the Base Rate is the CMT Rate, the Commercial Paper Rate, the Federal
Funds Rate, LIBOR, the Prime Rate, the Treasury 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."
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The interest rate borne by this Note will be determined as follows:
(i) Unless the Interest Category of this Note is specified on page one
hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate Note"
or page one hereof specifies that either "Other Provisions" or an Addendum
hereto applies, in each case, relating to a different interest rate formula,
this Note shall be designated as a "Regular Floating Rate Note" and, except as
set forth below or specified on page one hereof or in an Addendum hereto, shall
bear interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases (a) plus or minus the applicable Spread, if any, and/or (b)
multiplied by the applicable Spread Multiplier, if any, in each case as
specified on page one hereof. Commencing on the Initial Interest Reset Date, the
rate at which interest on this Note shall be payable shall be reset as of each
Interest Reset Date specified on page one hereof; provided, however, that the
interest rate in effect for the period, if any, from the Original Issue Date to
the Initial Interest Reset Date shall be the Initial Interest Rate.
(ii) If the Interest Category of this Note is specified on page one
hereof as a "Floating Rate/Fixed Rate Note," then, except as set forth below or
specified on page one hereof or in an Addendum hereto, this Note shall bear
interest at the rate determined by reference to the applicable Interest Rate
Basis or Bases (a) plus or minus the Spread, if any, and/or (b) multiplied by
the Spread Multiplier, if any. Commencing on the Initial Interest Reset Date,
the rate at which interest on this Note shall be payable shall be reset as of
each Interest Reset Date; provided, however, that (y) the interest rate in
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate and (z) the interest rate
in effect for the period commencing on, and including, the Fixed Rate
Commencement Date specified on page one hereof to the Maturity Date shall be the
Fixed Interest Rate specified on page one hereof or, if no Fixed Interest Rate
is so specified, the interest rate in effect on the day immediately preceding
the Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified on page one
hereof as an "Inverse Floating Rate Note," then, except as set forth below or
specified on page one hereof or in an Addendum hereto, this Note shall bear
interest at (a) the Fixed Interest Rate specified on page one hereof (b) minus
the rate determined by reference to the applicable Interest Rate Basis or Bases
(x) plus or minus the Spread, if any, and/or (y) multiplied by the applicable
Spread Multiplier, if any; provided, however, that, unless otherwise specified
on page one hereof or in an Addendum hereto, the interest rate hereon shall not
be less than zero. Commencing on the Initial Interest Reset Date, the rate at
which interest on this Note shall be payable shall be reset on each Interest
Reset Date; provided, however, that the interest rate in effect for the period,
if any, from the Original Issue Date to the Initial Interest Reset Date shall 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.
In addition, if the Treasury Rate is an applicable Base Rate and the Interest
Determination Date would otherwise fall on an Interest Reset Date, then the
Interest Reset Date will be postponed to the next succeeding 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 Commercial Paper Rate Notes, Federal Funds Rate
Notes, LIBOR Notes and Prime Rate 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).
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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 or (ii) the Business Day preceding the applicable
Interest Payment Date or the Maturity Date, as the case may be.
The Bank of New York shall be the calculation agent unless another
calculation agent is specified on page one hereof (the "Calculation Agent"). The
interest rate applicable to each interest period will be determined by the
Calculation Agent on or prior to the calculation date, except with respect to
LIBOR, which shall be determined on the particular Interest Determination Date.
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 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 7051 on page one hereof, the CMT Rate for such CMT Interest
Determination Date will be a percentage equal to the yield for United States
Treasury securities at "constant maturity" having the Index Maturity specified
on page one hereof, as published in H.15(519) under the caption "Treasury
Constant Maturities," as the yield is displayed on Bridge Telerate, Inc. (or any
successor service), on page 7051 (or any other page as may replace page 7051 on
that service) ("Telerate Page 7051"), for the applicable Interest Determination
Date. If the rate referred to in the preceding sentence does not appear on
Telerate Page 7051, the CMT Rate for such CMT Interest Determination Date will
be a percentage equal to the yield for United States Treasury securities at
"constant maturity" having the Index Maturity specified on page one hereof, and
for the applicable Interest Determination Date as published in H.15(519) under
the caption "Treasury Constant Maturities." In the event the rate referred to in
the preceding sentence does not appear in H.15(519), then the CMT Rate for such
Interest Determination Date will be the rate on the applicable Interest
Determination Date for the period of the Index Maturity specified on page one
hereof, 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 which would otherwise
have been published in H.15(519). In the event the rate referred to in the
preceding sentence is not published, the CMT Rate on the applicable Interest
Determination Date will be calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market bid prices at
approximately 3:30 P.M., New York City time, on the applicable Interest
Determination Date of three leading primary United States government securities
dealers in The City of New York, which may include an agent or its affiliates
(each a "Reference Dealer"), selected by the Calculation Agent (from five
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 United States
Treasury securities with an original maturity equal to the Index Maturity
specified in the applicable pricing supplement, a remaining term to maturity no
more than one year shorter than the Index Maturity specified in the applicable
pricing supplement and in a principal amount that is representative for a single
transaction in the securities in the market at that time. If fewer than five but
more than two of the prices referred to in the above sentence are provided as
requested, the CMT Rate on the applicable Interest Determination Date will be
calculated by the Calculation Agent based on the arithmetic mean of the bid
prices obtained, and neither the highest nor the lowest of the quotations shall
be eliminated; provided, however, that if fewer than three prices referred to
above are provided as requested, the CMT Rate on the applicable Interest
Determination Date will be calculated by the Calculation Agent as a yield to
maturity based on the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on the applicable Interest
Determination Date of three Reference Dealers selected by the Calculation Agent
from five 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 United
States Treasury securities with an original maturity greater than the Index
Maturity specified on page one hereof, and a remaining term to maturity closest
to the Index Maturity
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specified on page one hereof, and in a principal amount that is representative
for a single transaction in the securities in the market at that time. However,
if fewer than five but more than two prices referred to above are provided as
requested, the CMT Rate on the applicable Interest Determination Date will be
calculated by the Calculation Agent based on the arithmetic mean of the bid
prices obtained, and neither the highest nor the lowest of the quotations will
be eliminated. If fewer than three prices referred to above are provided as
requested, the CMT Rate on the applicable Determination Date will be the CMT
Rate in effect on the applicable Interest Determination Date and (ii) if the CMT
Telerate Page is 7052, the CMT Rate for such CMT Interest Determination Date
will be a percentage equal to the one-week or one-month, as specified on page
one hereof, and will be the average yield for United States Treasury securities
at "constant maturity" having the Index Maturity specified on page one hereof,
as published in H.15(519) opposite the caption "Treasury Constant Maturities,"
as the yield is displayed on Bridge Telerate, Inc. (or any successor service) on
page 7052 (or any other page as may replace page 7052 on that service)
("Telerate Page 7052"), for the week or month, as applicable, ended immediately
preceding the week or month, as applicable, in which the related Interest
Determination Date falls. If the rate referred to in the preceding sentence does
not appear on Telerate Page 7052, then the CMT Rate for such CMT Interest
Determination Date will be a percentage equal to the one-week or one-month, as
specified on page one hereof, will be the average yield for United States
Treasury securities at "constant maturity" having the Index Maturity specified
on page one hereof, and for the week or month, as applicable, preceding the
applicable Interest Determination Date as published in H.15(519) opposite the
caption "Treasury Constant Maturities." If the rate referred to in the preceding
sentence does not appear in H.15(519), then the CMT Rate for such CMT Interest
Determination Date will be the one-week or one-month, as specified on page one
hereof, average yield for United States Treasury securities at "constant
maturity" having the Index Maturity specified on page one, as otherwise
announced by the Federal Reserve Bank of New York for the week or month, as
applicable, ended immediately preceding the week or month, as applicable, in
which the related Interest Determination Date falls. If the Federal Reserve Bank
of New York does not publish the rate referred to above, the rate on the
applicable Interest Determination Date will be calculated by the Calculation
Agent as a yield to maturity based on the arithmetic mean of the secondary
market bid prices at approximately 3:30 P.M., New York City time, on the
applicable Interest Determination Date of three Reference Dealers selected by
the Calculation Agent (from five 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 United States Treasury securities with an original maturity
equal to the Index Maturity specified on page one hereof, and a remaining term
to maturity no more than one year shorter than the Index Maturity specified on
page one hereof, and in a principal amount that is representative for a single
transaction in the securities in the market at that time. If fewer than five but
more than two of the prices referred to above are provided as requested, the
rate on the applicable Interest Determination Date will be calculated by the
Calculation Agent based on the arithmetic mean of the bid prices obtained, and
neither the highest nor the lowest of the quotations shall be eliminated. If
fewer than three prices referred to above are provided as requested, the rate on
the applicable Interest Determination Date will be calculated by the Calculation
Agent as a yield to maturity based on the arithmetic mean of the secondary
market bid prices as of approximately 3:30 P.M., New York City time, on the
applicable Interest Determination Date of three Reference Dealers selected by
the Calculation Agent (from five 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 United States Treasury securities with an original maturity
greater than the Index Maturity specified on page one hereof, and a remaining
term to maturity closest to the Index Maturity specified on page one hereof and
will be in a principal amount that is representative for a single transaction in
the securities in the market at that time. If fewer than five but more than two
prices referred to above are provided as requested, the rate will be calculated
by the Calculation Agent based on the arithmetic mean of the bid prices
obtained, and neither the highest nor the lowest of the quotations will be
eliminated, or if fewer than three prices referred to above are provided as
requested, the CMT Rate will be the CMT Rate in effect on the applicable
Interest Determination Date. If two United States Treasury securities with an
original maturity greater than the Index Maturity as specified on page one
hereof have remaining terms to maturity equally close to the Index Maturity
specified on page one hereof, the quotes for the United States Treasury security
with the shorter original remaining term to maturity will be used.
"H.15(519)" means the weekly statistical release designated as
H.15(519), or any successor publication, published by the Board of Governors of
the Federal Reserve System.
"Designated CMT Telerate Page" means the display on Bridge Telerate,
Inc. or any successor service on the page designated on page one hereof (or any
other page as may replace the specified page on that service for the
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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 caption "Commercial Paper--Nonfinancial." In the event that such rate
is not published prior to 3:00 P.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate shall be calculated by the
Calculation Agent as the Money Market Yield of the Commercial Paper Rate on the
applicable Commercial Paper Interest Determination Date for commercial paper
having the Index Maturity specified on page one hereof published in H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying
the applicable rate, under the caption "Commercial Paper--Nonfinancial." If by
3:00 P.M., New York City time, on the related Calculation Date, such rate is not
yet published in either H.15(519) or Composite Quotations, then the Commercial
Paper Rate on the applicable Interest Determination Date shall be calculated by
the Calculation Agent as the Money Market Yield of the arithmetic mean of the
offered rates at approximately 11:00 A.M., New York City time, on the applicable
Commercial Paper Interest Determination Date of three leading dealers of United
States dollar commercial paper in The City of New York, which may include the
agent and its affiliates selected by the Calculation Agent for commercial paper
having the Index Maturity specified on page one hereof placed for industrial
issuers whose bond rating is "Aa," or the equivalent, from a nationally
recognized statistical rating organization; 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 the applicable Commercial Paper Interest
Determination Date.
"H.15(519) Daily Update" means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the Federal Reserve
System at http:/www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication.
"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
United States dollar Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)," as displayed on Bridge Telerate, Inc. or any
successor service on page 120 or any other page as may replace the applicable
page on that service ("Telerate Page 120") or, if such rate does not appear on
Telerate Page 120, or is not so published by 3:00 P.M., New York City time, on
the related Calculation Date, the rate on the applicable Interest Determination
Date for United States dollar Federal Funds will be the rate on such Federal
Funds Interest Determination Date as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "Federal Funds/Effective Rate." If such rate is not so
published by 3:00 P.M., New York City time, on the related Interest
Determination Date, the Federal Funds Rate will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight United States dollar Federal Funds arranged by three leading brokers
of United States dollar Federal Funds transactions in The City of New York,
which may include the agent or its affiliates, selected by the Calculation
7
<PAGE> 8
Agent before 9:00 A.M., New York City time, on the applicable 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 the
applicable 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, LIBOR
will be 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 LIBOR
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 the
applicable 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, LIBOR will be the rate for deposits in
the LIBOR 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 the
applicable LIBOR Interest Determination Date. If fewer than two such
offered rates appear, or if no such rate appears, as the case may be, 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
rate calculated by the Calculation Agent will be the arithmetic mean of at
least two quotations obtained by the Calculation Agent after requesting the
principal London offices of each of four major reference banks, which may
include affiliates of the agent, in the London interbank market, to provide
the Calculation Agent with its offered quotation for deposits in the LIBOR
Currency for the period of the Index Maturity designated on page one
hereof, commencing on the second London Business Day immediately following
the applicable LIBOR Interest Determination Date, to prime banks in the
London interbank market at approximately 11:00 A.M., London time, on the
applicable LIBOR Interest Determination Date and in a principal amount that
is representative for a single transaction in the applicable LIBOR Currency
in that market at that 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 the applicable LIBOR Interest Determination
Date calculated by the Calculation Agent will be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., in the applicable Principal
Financial Center (as defined below), on the LIBOR Interest Determination
Date by three major banks, which may include affiliates of the agent, in
the applicable Principal Financial Center(s) selected by the Calculation
Agent for loans in the LIBOR Currency to leading European banks, having the
Index Maturity specified on page one hereof and in a principal amount that
is representative for a single transaction in the applicable LIBOR Currency
in that market at that 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 rate in effect on the applicable LIBOR Interest Determination
Date.
"LIBOR 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 or any successor service specified on page one hereof for the purpose of
displaying the London interbank rates of major banks for the applicable LIBOR
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 Bridge Telerate, Inc. or any successor service specified
on page
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<PAGE> 9
one hereof, for the purpose of displaying the London interbank rates of major
banks for the applicable LIBOR Currency.
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 as published in H.15(519) under the
caption "Bank Prime Loan," or if not so published prior to 3:00 P.M., New York
City time, on the related Calculation Date pertaining to such Prime Interest
Determination Date, then the Prime Rate will be as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose of
displaying the applicable rate under the caption "Bank Prime Loan," or if not so
published prior to 3:00 P.M., New York City time, on the related Calculation
Date pertaining to such Prime Interest Determination Date, then the Prime Rate
will be determined by the Calculation Agent as the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
US PRIME 1 Page (as defined below) as the particular bank's prime rate or base
lending rate as of 11:00 A.M., New York City time, on the applicable Prime
Interest Determination Date. If fewer than four such rates are so published by
3:00 P.M., New York City time, on the related calculation date as shown on the
Reuters Screen US PRIME 1 Page for the Prime Interest Determination Date, the
Prime Rate will be determined by the Calculation Agent as the arithmetic mean of
the prime rates or base lending rates quoted on the basis of the actual number
of days in the year divided by a 360-day year as of the close of business on the
applicable Prime Interest Determination Date by three major banks, which may
include affiliates of the agent, in The City of New York selected by the
Calculation Agent. However, if the banks selected by the Calculation Agent are
not quoting as mentioned in this sentence, the Prime Rate will be the Prime Rate
in effect on the applicable Prime Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display designated as "US
PRIME 1 Page" on the Reuters Monitor Money Rates Service (or any successor
service on the "US PRIME 1 Page" or other page as may replace the US PRIME 1
Page on such 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 from the auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of the United States
("Treasury bills") having the Index Maturity, as indicated on page one hereof,
as published under the caption "INVESTMENT RATE" on the display on Bridge
Telerate, Inc. or any successor service on page 56 or any other page as may
replace page 56 on that service or page 57 or any other page as may replace page
57 on that service, or, if the rate is not so published by 3:00 P.M., New York
City time, on the related Calculation Date pertaining to such Treasury Rate
Determination Date, the Bond Equivalent Yield of the rate for the applicable
Treasury Bills as published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the caption
"U.S. Government Securities/Treasury Bills/Auction High," or, if the rate is not
so published by 3:00 P.M., New York City time, on the related Calculation Date
pertaining to such Treasury Rate Determination Date, the Bond Equivalent Yield
of the auction rate of the applicable Treasury Bills announced by the United
States Department of the Treasury, or, if the rate is not announced by the
United States Department of the Treasury, or if the Auction is not held, the
Bond Equivalent Yield of the rate on the applicable Interest Determination Date
of Treasury Bills having the Index Maturity specified on page one hereof,
published in H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market," or, if the rate is not so published by 3:00 P.M., New
York City time, on the related Calculation Date pertaining to such Treasury Rate
Determination Date, the rate on the applicable Interest Determination Date of
the applicable Treasury Bills as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption, "U.S. Government Securities/Treasury Bills/Secondary
Market." 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 the related
Calculation Date or if no such auction is held on such Treasury Rate
Determination Date, then the Treasury Rate on the applicable Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates,
as of approximately 3:30 P.M., New York City time, on the applicable Interest
Determination Date, of three primary United States government securities
dealers, which may include the agent or its affiliates, selected by the
Calculation Agent, for the issue of Treasury bills with a remaining maturity
closest to the specified Index Maturity;
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<PAGE> 10
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate will be
the Treasury Rate in effect on the applicable Interest 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.
"Bond Equivalent Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
Bond Equivalent Yield = D x N x 100
---------------
360 - (D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
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 30 and
October 30 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
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<PAGE> 11
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 any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in the City of New York;
provided, however, that, with respect to non-United States dollar-denominated
notes, the day is also not a day on which commercial banks are authorized or
required by law, regulation or executive order to close in the Principal
Financial Center of the country issuing the specified currency or, if the
specified currency is the Euro, the day is also a day on which the
Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET)
System is open; provided, further, that, with respect to notes as to which LIBOR
is an applicable Interest Rate Basis, the day is also a London business day.
"London business day" means a day which commercial banks are open for business,
including dealings in the LIBOR Currency.
"Principal Financial Center" means, unless otherwise specified in the
applicable pricing supplement,
(1) the capital city of the country issuing the specified
currency, except that with respect to United States dollars, Australian
dollars, Canadian dollars, South African rand and Swiss francs, the
"Principal Financial Center" will be The City of New York, Sydney,
Toronto, Johannesburg and Zurich, respectively; or
(2) the capital city of the country to which the LIBOR
currency relates, except that with respect to United States dollars,
Canadian dollars, South African rand and Swiss francs, the "Principal
Financial Center" will be The City of New York, Toronto, Johannesburg
and Zurich, respectively.
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.
11
<PAGE> 12
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company 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 before the
date of redemption. 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 facsimile transmission or a letter from a member of a
national securities exchange of the National Association of Securities Dealers,
Inc. ("NASD") 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 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.
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<PAGE> 13
The Company may specify that this Note will automatically renew at the
Maturity Date unless the Holder hereof elects to terminate the automatic
extension options by giving notice in the manner described on page one hereof.
Such notice must be given by the Holder hereof at least 15, but not more than 30
days, prior to the renewal date. The Holder may terminate the automatic
extension for less than the entire principal amount of this Note provided that
the principal amount of this Note remaining outstanding is an authorized
denomination. An election to terminate the automatic extension of any portion of
this Note will not be revocable. If the Holder elects to terminate the automatic
extension of the Maturity Date of this Note, the Holder will become entitled to
the principal and interest accrued up to the renewal date. Page one of this Note
identifies the final maturity date (the "Final Maturity Date") beyond which the
Maturity Date cannot be renewed.
The Company may specify that the Maturity Date may be extended at the
Company's option (an "Extendible Note"), for one or more whole year periods up
to but not beyond the Final Maturity Date in the manner described on page one
hereof.
An option to extend an Extendible Note can be exercised by giving
notice to the Trustee (or any duly appointed paying agent) at least 45 but not
more than 60 days, prior to the then effective Maturity Date. If the Maturity
Date is extended, the Trustee (or paying agent) will give notice to the
registered Holder (at least 40 days prior to the Maturity Date) informing such
Holder of (i) the election to extend, (ii) the new maturity date and (iii) any
updated terms. The maturity of such note will be extended automatically as set
forth in the extension notice upon the mailing of such notice.
At the Company's option, no later than 20 calendar days prior to the
Maturity Date of an Extendible Note (or, if such date is not a Business Day, on
the immediately succeeding Business Day), the Company may establish a higher
interest rate, in the case of a Fixed Rate Note, or a higher spread and/or
spread multiplier, in the case of a Floating Rate Note, for the extension period
by mailing or causing the Trustee (or paying agent ) to mail notice of such
higher interest rate or higher spread and/or spread multiplier to the Holder of
the Note. The notice will be irrevocable.
If the Company elects to extend the Maturity Date of an Extendible
Note, the Holder of the Note will have the option to elect instead repayment of
the Note on the then effective maturity date. To effectuate such repayment, the
Holder must give notice to the Company at least 25 days but not more than 35
days prior to the then effective maturity date with the following:
(1) the Note with the form "Option to Elect Repayment" on the reverse
of the Note duly completed; or
(2) a facsimile transmission or a letter from a member of a national
securities exchange or the NASD or a commercial bank or trust company in the
United States setting forth the name of the Holder of the Note, the principal
amount of the Note, the principal amount of the Note to be repaid, the
certificate number or a description of the tenor and terms of the Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that the Note to be repaid, together with the duly completed form
entitled "Option to Elect Repayment" on the reverse of the Note, will be
received by the Trustee (or paying agent) not later than the fifth Business Day
after the date of the facsimile transmission or letter; provided, however, that
the facsimile transmission or letter shall only be effective if the Note and
form duly completed are received by the applicable trustee (or paying agent) by
that fifth Business Day. The option may be exercised by the Holder of an
Extendible Note for less than the aggregate principal amount of the Note then
outstanding if the principal amount of the Note remaining outstanding after
repayment is an authorized denomination.
A Holder who has tendered an Extendible Note for repayment may, by
written notice to the Company, revoke the tender until 3:00 P.M. New York City
time on the fifteenth calendar day preceding the then effective Maturity Date.
The Company under the senior and subordinated indentures, can "reopen"
a previously issued tranche of Notes and issue additional Notes of such tranche
or establish additional terms of such tranche or issue notes with the same terms
as previously issued Notes.
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.
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<PAGE> 14
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE> 15
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
FLEETBOSTON FINANCIAL CORPORATION
By
-------------------------------
By
-------------------------------
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of
the series provided for under the
within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By
----------------------------------------
Authorized Signatory
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<PAGE> 16
[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:
<TABLE>
<S> <C>
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 tenants
in common
UNIF TRAN MIN ACT - ________ Custodian (until age___)
________ under Uniform Transfers to Minors
(Minor)
Act___________________
(State)
</TABLE>
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)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
represented by 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: X
--------------------------- ----------------------------------------
SIGN HERE EXACTLY AS NAME(S) IS SHOWN ON
THE FACE OF THIS NOTE WITHOUT ANY CHANGE
OR ALTERATION WHATSOEVER.
SIGNATURE(S) GUARANTEED:
--------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO
SEC RULE 17Ad-15.
16
<PAGE> 17
[TO BE DELETED UNLESS HOLDER HAS OPTION TO ELECT REPAYMENT]
--------------
REGISTRAR, PAYING AGENTS AND TRANSFER AGENT
REGISTRAR AND PAYING AGENT
(subject to change)
The Bank of New York
101 Barclay Street
New York, NY 10286
--------------
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:
<TABLE>
<S> <C>
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - _______________________ Custodian for _________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act
_____________________
(State)
UNIF TRAN MIN ACT - ________ Custodian (until age___)
________ under Uniform Transfers to Minors
(Minor)
Act____________________
(State)
</TABLE>
Additional abbreviations may be used though not in the above list.
17
