EXHIBIT 4-D
[FORM OF FACE OF SECURITY]
TEMPORARY GLOBAL FLOATING RATE BEARER NOTE
BEARER BEARER
No. TGFL _____ [PRINCIPAL AMOUNT]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST
IN A PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES AND EXCHANGE LAW OF JAPAN. THIS NOTE MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF
JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN INCLUDING
ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS
FOR THE RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A
RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE SECURITIES AND EXCHANGE
LAW OF JAPAN AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.
<PAGE>
<TABLE>
ABN AMRO BANK N.V.
GLOBAL MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
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ORIGINAL ISSUE DATE: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATE(S):
MATURITY DATE: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
BASE RATE: INITIAL INTEREST RESET DATE: INTEREST RESET PERIOD:
INDEX MATURITY: MAXIMUM INTEREST RATE: INTEREST RESET DATE(S):
SPREAD (PLUS OR MINUS): MINIMUM INTEREST RATE: CALCULATION AGENT:
SPREAD MULTIPLIER: INITIAL REDEMPTION DATE: SPECIFIED CURRENCY:
EUROCLEAR NO: INITIAL REDEMPTION INDEX CURRENCY:
PERCENTAGE:
CLEARSTREAM NO: ANNUAL REDEMPTION DESIGNATED CMT TELERATE
PERCENTAGE REDUCTION: PAGE:
COMMON CODE: OPTIONAL REPAYMENT DESIGNATED CMT MATURITY
DATE(S): INDEX:
ISIN: REDEMPTION NOTICE PERIOD:1 MINIMUM DENOMINATIONS:
REPORTING SERVICE: EXCHANGE FOR REGISTERED
NOTES: [NO]2
OTHER PROVISIONS:
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</TABLE>
ABN AMRO Bank N.V., a public limited liability company incorporated
under the laws of The Netherlands and with corporate seat in Amsterdam
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to bearer, upon surrender hereof, the principal amount
specified in Schedule A hereto, on the Maturity Date specified above (except to
the extent previously redeemed or repaid) and to pay interest thereon, from and
including the Interest Accrual Date specified above at a rate per annum equal
to the Initial Interest Rate specified above until but excluding the Initial
Interest Reset Date specified above, and on and after at a rate per annum
determined in accordance with the provisions specified in the Permanent Global
Bearer Note (as defined below) until but excluding the date such principal
amount is paid or duly made available for payment (except as provided below).
The Issuer will pay interest in arrears monthly, quarterly, semiannually or
annually as specified above as the Interest Payment Period on each Interest
Payment
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1 Applicable if other than 30-60 days. Consult with Euroclear or
Clearstream if a shorter redemption is requested. A minimum of 10 days may be
possible.
2 Unless explicitly stated otherwise in term sheet, MSDW practice has been
to exclude this option.
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<PAGE>
Date (as specified above), commencing with the first Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs fifteen days or less prior to the first Interest Payment
Date occurring after the Interest Accrual Date, interest payments will commence
on the second Interest Payment Date succeeding the Interest Accrual Date; and
provided, further, that if an Interest Payment Date (other than the Maturity
Date (as specified above) or redemption or repayment date) would fall on a day
that is not a Business Day, as defined below, such Interest Payment Date shall
be the following day that is a Business Day, except that if the Base Rate
specified above is LIBOR or EURIBOR and such next Business Day falls in the
next calendar month, such Interest Payment Date shall be the immediately
preceding day that is a Business Day; and provided, further, that if the
Maturity Date or redemption or repayment date would fall on a day that is not a
Business Day, the payment of principal, premium, if any, and interest will be
made on the next succeeding Business Day and no interest shall accrue for the
period from and after such Maturity Date or redemption or repayment date.
Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including the
Interest Accrual Date, until but excluding the date the principal amount hereof
has been paid or duly made available for payment. Upon any payment of interest
on this Note, the Principal Paying Agent (as defined below) shall cause
Schedule A of this Note to be endorsed to reflect such payment. No payment on
this Note will be made at any office or agency of the Issuer in the United
States or by check mailed to an address in the United States (as defined below)
or by wire transfer to an account maintained by the holder of this Note with a
bank in the United States except as may be permitted under United States
federal tax laws and regulations then in effect without adverse tax
consequences to the Issuer. Notwithstanding the foregoing, in the event that
payment in U.S. dollars of the full amount payable on this Note at the offices
of all Paying Agents (as defined below) would be illegal or effectively
precluded as a result of exchange controls or similar restrictions, payment on
this Note will be made by a paying agency in the United States, if such paying
agency, under applicable law and regulations, would be able to make such
payment. Notwithstanding any other provision of this Note, no payment of
principal or interest shall be made on any portion of this Note unless there
shall have been delivered to the Principal Paying Agent a certificate
substantially in the form of Exhibit A hereto with respect to the portion of
this Note with respect to which such principal or interest is to be paid. Such
certificate shall have been delivered to the Principal Paying Agent by
[ ], as operator of the Euroclear System (the "Euroclear
Operator"), Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"),
and/or any other relevant clearing system (including Societe Interprofessionelle
pour la Compensation des Valeurs Mobilieres and the Intermediaires financiers
habilites authorized to maintain accounts therein (SICOVAM")), as the case may
be, and shall be based on a certificate substantially in the form of Exhibit B
hereto provided to the Euroclear Operator, Clearstream, Luxembourg and/or any
other relevant clearing system, as the case may be, by those of its account
holders who are to receive such payment of principal or interest.
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<PAGE>
This Note is issued in temporary global bearer form and represents all
or a portion of a duly authorized issue of Global Medium-Term Notes, Series B
(the "Notes") of the Issuer. The Notes are issuable under an Indenture, dated
as of [ ], 2000, between the Issuer and The Chase Manhattan Bank, as
Trustee (the "Trustee", which term includes any successor trustee under the
Indenture) (as may be amended or supplemented from time to time, 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 of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered. The Issuer has appointed [ ], as its principal paying agent
for the Notes (the "Principal Paying Agent," which term includes any additional
or successor Principal Paying Agent appointed by the Issuer).
Except as otherwise provided herein, this Note is governed by the
terms and conditions of the Permanent Global Floating Rate Bearer Note (the
"Permanent Global Bearer Note") to be issued in exchange for this Note, which
terms and conditions are hereby incorporated by reference herein mutatis
mutandis and shall be binding on the Issuer and the holder hereof as if fully
set forth herein. The form of the Permanent Global Bearer Note is attached
hereto.
This Note is exchangeable in whole or from time to time in part on or
after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of the Euroclear Operator,
Clearstream, Luxembourg and/or any other relevant clearing system, acting on
behalf of the owner of a beneficial interest in this Note, to the Principal
Paying Agent upon delivery to the Principal Paying Agent of a certificate
substantially in the form of Exhibit A hereto with respect to the portion of
this Note to be exchanged. Such certificate shall have been delivered to the
Principal Paying Agent by the Euroclear Operator, Clearstream, Luxembourg
and/or any other relevant clearing system, as the case may be, and shall be
based on a certificate substantially in the form of Exhibit B hereto provided
to the Euroclear Operator, Clearstream, Luxembourg and/or any other relevant
clearing system, as the case may be, by those of its account holders having an
interest in the portion hereof to be exchanged. Notwithstanding the foregoing,
if this Note is subject to a tax redemption as described on the reverse of the
Permanent Global Bearer Note attached hereto, interests in this Note may be
exchanged for interests in a permanent Global Bearer Note on and after such
redemption date as if such redemption date had been the Exchange Date, subject
to receipt of the certificates described in the preceding sentence. Upon
exchange of any portion of this Note for an interest in a Permanent Global
Bearer Note, the Principal Paying Agent shall cause Schedule A of this Note to
be endorsed to reflect the reduction of its principal amount by an amount equal
to the aggregate principal amount being so exchanged. Except as otherwise
provided herein, until exchanged for a Permanent Global Bearer Note, this Note
shall in all respects be entitled to the same benefits under the Indenture as a
duly authenticated and delivered Permanent Global Bearer Note.
As used herein:
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<PAGE>
(a) As used herein, "Business Day" means any day, other than a
Saturday or Sunday, (a) that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to
close (x) in The City of New York or in The City of London or (y) if this
Note is denominated in a Specified Currency other than U.S. dollars,
Australian dollars or euro, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro,
that is also a day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer System ("TARGET") is operating (a "TARGET
Settlement Day").
(b) the term "Exchange Date" means the date that is 40 days after the
date on which the Issuer receives the proceeds of the sale of this Note
(the "Closing Date"), provided that if an interest represented by this
Note is held by ABN AMRO Incorporated, or any other manager participating
in the distribution of the tranche of Notes of which this Note forms a
part, as part of an unsold allotment or subscription more than 40 days
after the Closing Date for this Note, the Exchange Date with respect to
such interest shall be the day after the date such interest is sold by ABN
AMRO Incorporated or such other manager, all as determined and notified to
the Trustee by ABN AMRO Incorporated, or if ABN AMRO Incorporated did not
participate in the distribution of such tranche, by the Issuer.
(c) the term "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
All other terms used in this Note which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture, as defined on the reverse hereof, or be valid or
obligatory for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
DATED: ABN AMRO BANK N.V.
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
-----------------------------------
Authorized Officer
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<PAGE>
SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is ______________. The
following payments of interest and exchanges of a part of this Note for an
interest in a single Permanent Global Bearer Note have been made:
<TABLE>
Principal Amount Remaining Principal
Exchanged for Amount Outstanding Notation Made
Date of Exchange Permanent Following by or on Behalf of
or Interest Payment Payment of Interest Global Bearer Note Such Exchange Principal Paying Agent
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</TABLE>
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<PAGE>
EXHIBIT A
[FORM OF CERTIFICATE TO BE GIVEN BY
THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
-----------------------
ABN AMRO Bank N.V.
Global Medium-Term Notes, Series B
Represented by Temporary Global Note No ____.
This is to certify that, based solely on certifications we have
received in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Appendix 2 to Exhibit B to the Euro
Distribution Agreement relating to such Notes, as of the date hereof,
__________ principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, an estate the income of which is subject
to United States Federal income taxation regardless of its source or a trust if
both (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust ("United States persons"), (ii) is owned by United States persons that
(a) are foreign branches of United States financial institutions (as defined in
the applicable U.S. Treasury Regulations) ("financial institutions") purchasing
for their own account or for resale, or (b) acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
has agreed, on its own behalf or through its agent, that we may advise the
Issuer or the Issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and such United States or foreign financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions. Any certification we have received by
electronic transmission satisfies the requirements set forth in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii). We will retain all
certifications from our Member Organizations for the period specified in U.S.
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii).
<PAGE>
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, seeking to collect principal or interest with
respect to) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of
Member Organizations and (ii) that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith (or, if relevant, with respect to which principal or
interest is being requested) are no longer true and cannot be relied upon as
the date hereof.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
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<PAGE>
Dated: _______________, 20__
[To be dated no earlier than
[insert date of Interest Payment
Date prior to Exchange Date]
[insert date of Redemption Date
prior to Exchange Date]
[insert Exchange Date]]
[
, as Operator of the
Euroclear System]
[CLEARSTREAM BANKING, SOCIETE ANONYME]
[OTHER]
By:
--------------------------------------
Name:
Title:
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<PAGE>
EXHIBIT B
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF THE EUROCLEAR OPERATOR, CLEARSTREAM, LUXEMBOURG
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
-----------------------
ABN AMRO Bank N.V.
Global Medium-Term Notes, Series B
Represented by Temporary Global Note No __.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, an estate the income of which is subject
to United States Federal income taxation regardless of its source or a trust if
both (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust ("United States person(s)"), (ii) are owned by United States person(s)
that (a) are foreign branches of United States financial institutions (as
defined in the applicable U.S. Treasury Regulations) ("financial institutions")
purchasing for their own account or for resale, or (b) acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) are owned
by United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in the applicable U.S. Treasury
Regulations), and in addition if the owner of the Securities is a United States
or foreign financial institution described in clause (iii) above (whether or
not also described in clause (i) or (ii)) such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance
<PAGE>
with your Operating Procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be
assumed that this certification applies as of such date.
This certification excepts and does not relate to $___________ of such
interest in the above-captioned Securities in respect of which we are not able
to certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
principal or interest) cannot be made until we do so certify.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
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<PAGE>
Dated: _______________, 20__
[To be dated no earlier than the
10th day before [insert date of Interest
Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to
Exchange Date]
[insert Exchange Date]]
[NAME OF ACCOUNT HOLDER]
By:
--------------------------------
(Authorized Signatory)
Name:
Title:
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