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Exhibit 4.6
[FACE OF SECURITY]
If this Security is a Global Security (as indicated below), the
following legend is applicable:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES OF
THIS SERIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF SUCH A TRANSFEROR TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
SUCH A TRANSFEREE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF SUCH A TRANSFEROR AND ANY PAYMENT IS MADE TO SUCH A
TRANSFEREE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, SUCH A
TRANSFEROR, HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
No. -1- $300,000,000
CUSIP: 585 515 AA7 [x] GLOBAL SECURITY
MELLON FUNDING CORPORATION
7 1/2% SENIOR NOTES DUE June 15, 2005
MELLON FUNDING CORPORATION, a corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of THREE HUNDRED MILLION ($300,000,000)
Dollars on June 15, 2005 and to pay interest thereon from June 23, 2000 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 15 and December 15 in each year, commencing
December 15, 2000, at the rate of 7 1/2% per annum, until the principal hereof
is paid or made available for payment, and (to the extent that the payment of
such interest shall be legally enforceable) at the rate of 7 1/2% per annum on
any overdue principal and premium and on any overdue installment of interest.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered
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at the close of business on the Regular Record Date for such interest, which
shall be the June 1 or December 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
If this Security is a Global Security (as specified on the face
hereof), this Security is exchangeable in whole for definitive Securities of
this series in registered form ("Registered Securities") of like tenor and of an
equal aggregate principal amount only if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for this Global
Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (ii) the
Company executes and delivers to the Trustee a Company Order providing that this
Global Security shall be exchangeable for definitive Registered Securities or
(iii) any event shall have happened and be continuing which, after notice or
lapse of time, or both, would become an Event of Default with respect to the
Securities of the series of which this Global Security is a part. In the event
this Global Security is exchangeable pursuant to the preceding sentence, it
shall be exchanged in whole for definitive Registered Securities of this series,
of like tenor and of an equal aggregate principal amount in denominations of
U.S. $1,000 and integral multiples thereof; provided that, in the case of
clauses (ii) and (iii) above, definitive Registered Securities of this series
will be issued in exchange for this Global Security only if such definitive
Registered Securities were requested by written notice to the Security Registrar
by or on behalf of a Person who is a beneficial owner of an interest herein
given through the Holder hereof. Any definitive Registered Securities of this
series issued in exchange for this Global Security shall be registered in the
name or names of such Person or Persons as the Holder hereof shall instruct the
Security Registrar. Except as provided above, owners of beneficial interests in
this Global Security will not be entitled to receive
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physical delivery of Securities in definitive form and will not be considered
the Holders thereof for any purpose under the Indenture.
If this Security is a Global Security, except as provided in the next
paragraph, no beneficial owner of any portion of this Global Security shall be
entitled to receive payment of accrued interest hereon until this Global
Security has been exchanged for one or more definitive Registered Securities of
this series, as provided herein and in the Indenture.
If this Security us a Global Security and if a definitive Registered
Security or Registered Securities of this series are issued in exchange for this
Global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the related Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest or
interest on Defaulted Interest, as the case may be, accrued interest will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Holder hereof, and the Holder hereof will undertake in such circumstances to
credit such interest to the account or accounts of the Persons who were the
beneficial owners of any portion of this Global Security on such Regular Record
Date or Special Record Date, as the case may be.
If this Security is a Global Security, payment of the principal of and
any premium or interest hereon will be made on each Interest Payment Date and at
the Maturity Date, as the case may be, by the Trustee by wire transfer of
immediately available funds, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, to an account of the registered Holder hereof at the Federal
Reserve Bank of New York, provided, that, payment at the Maturity Date hereof
shall be made against presentation of this Security at the office of the
Trustee, currently located at 450 W. 33rd Street, 15th floor, New York, New York
10001. If this Security is not a Global Security, (i) the principal of and any
interest and premium hereon payable at the Maturity Date hereof will be paid in
immediately available funds, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, against presentation of this Security at the aforementioned
office of the Trustee, and (ii) all interest payments hereon other than interest
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due at the Maturity Date hereof will be made by check drawn on the Trustee and
mailed by the Trustee to the person entitled thereto as provided herein,
provided, that Holders of $10,000,000 or more in aggregate principal amount of
Securities of this series shall be entitled to receive such payments by wire
transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 16 days
prior to the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Security is not a deposit and is not insured by any federal
agency.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, or by an Authenticating Agent, by
manual signature, neither this Security nor the Guarantee endorsed hereon shall
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, by its duly authorized officer under its
corporate seal.
MELLON FUNDING CORPORATION
By: /s/ STEVEN G. ELLIOTT
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Name: Steven G. Elliott
Title: Chairman, President &
Chief Executive Officer
Attest:
/s/ MICHELE BOXBERGER
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Secretary
Dated: June 23, 2000
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By: /s/ ROBERT S. PESCHLER
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Authorized Officer
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[REVERSE OF SECURITY]
MELLON FUNDING CORPORATION
7 1/2% SENIOR NOTES DUE June 15, 2005
This Security is one of a duly authorized series of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of May 2, 1988, as supplemented by the First
Supplemental Indenture, dated as of November 29, 1990 as supplemented by the
Second Supplemental Indenture dated June 12, 2000 (together herein called the
"Indenture"), each among the Company, the Guarantor and The Chase Manhattan
Bank, as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. The
Securities may be issued in different series, as in the Indenture provided. This
Security is one of the series designated on the face hereof, issued under and
entitled to the benefits of the Indenture and limited (except as otherwise
provided in the Indenture) to an aggregate principal amount of $300,000,000.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal and overdue interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company*s obligations in respect of the payment of the
principal of and interest on the Securities of this series shall terminate.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of not less than 66
2/3% in aggregate principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages
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in principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company or the Guarantor 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 Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
The Guarantor, or a Subsidiary thereof, may directly assume, by a
supplemental indenture, the due and punctual payment of the principal of (and
premium, if any) and interest on all the Securities, in which case the Company
shall be released from its liability as obligor on the Securities.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, 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 one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
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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 of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT--..........Custodian.........
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above
list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:
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the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________________ attorney to transfer said
Security on the Security Register of the Company, with full power of
substitution in the premises.
Dated:
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NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of this Security in every
particular, without alteration or
enlargement or any change whatever.
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GUARANTEE
OF
MELLON FINANCIAL CORPORATION
For value received, Mellon Financial Corporation, a corporation duly
organized and existing under the laws of the Commonwealth of Pennsylvania
(herein called the "Guarantor"), hereby unconditionally guarantees to the Holder
of the Security upon which this Guarantee is endorsed the due and punctual
payment of the principal of (and premium, if any) and interest on said Security,
when and as the same shall become due and payable, whether at maturity, by
acceleration or redemption or otherwise, according to the terms thereof and of
the Indenture referred to therein. In case of the failure of Mellon Funding
Corporation or any successor thereto (the "Company") punctually to pay any such
principal, premium or interest, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable,
whether at maturity, upon acceleration or redemption or otherwise, and as if
such payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of said Security or said Indenture, any failure to enforce the
provisions of said Security or said Indenture, or any waiver, modification,
consent or indulgence granted to the Company with respect thereto, by the Holder
of said Security or the Trustee under said Indenture, the recovery of any
judgment against the Company or any action to enforce the same, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or guarantor. The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of merger, insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to said Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the principal of (and
premium, if any) or interest on said Security and the complete performance of
all other obligations contained in said Security.
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The Guarantor shall be surrogated to all rights of the Holder of said
Security against the Company in respect of any amounts paid to such Holder by
the Guarantor pursuant to the provisions of this Guarantee; provided, however,
that the Guarantor shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the principal of
(and premium, if any) and interest on all Securities issued under said Indenture
shall have been paid in full.
Subject to the next following paragraph, the Guarantor hereby
certifies and warrants that all acts, conditions and things required to be done
and performed and to have happened precedent to the creation and issuance of
this Guarantee and to constitute the same the valid obligation of the Guarantor
have been done and performed and have happened in due compliance with all
applicable laws.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on said Security shall have been signed
manually by or on behalf of the Trustee under said Indenture.
This Guarantee shall be deemed to be a contract made under the laws of
the Commonwealth of Pennsylvania, and for all purposes shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
except as otherwise required by mandatory provisions of law.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed, manually or in facsimile, by its duly authorized officer under its
corporate seal.
Dated: June 23, 2000
MELLON FINANCIAL CORPORATION
By: /s/ STEVEN G. ELLIOTT
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Attest:
/s/ CARL KRASIK
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Secretary
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