GLOBAL AGENCY AGREEMENT
ADDITIONAL TERMS
2
NC1-007-07-13
100 North Tryon Street
Charlotte, North Carolina 28255-0065
U.S.A.
Attn: Corporate Treasury — Governance and Control
Telephone: +1-980-388-2654
Facsimile: +1-980-387-8794
E-mail: securities.administration@bankofamerica.com
Legal Department
NC1-002-29-01
101 South Tryon Street
Charlotte, North Carolina 28255
Telephone: +1-980-386-4238
Facsimile: +1-704-386-1670
Attention: Teresa M. Brenner, Esq.
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201 North Tryon Street
Charlotte, North Carolina 28202
Telephone: +1-704-343-2030
Facsimile: +1-704-343-2300
Attention: Boyd C. Campbell, Jr., Esq.
DEUTSCHE BANK TRUST COMPANY AMERICAS
c/o Deutsche Bank National Trust Company
Global Transaction Banking
Trust & Securities Services
100 Plaza One
6th floor, MS JCY03-0699
Jersey City, New Jersey 07311-3901
Telephone: +1-201-593-2507
Facsimile: +1-732-578-4635
E-mail: ken.ring@db.com
Issuing Agent, to it at:
DEUTSCHE BANK AG, LONDON BRANCH
Winchester House
1 Great Winchester Street
London EC2N 2DB
Attention: Trust and Securities Services
Telephone: +44 (0) 20 7545 8000
Facsimile: +44 (0) 20 7547 5782
E-mail: TSS-GDS.ROW@db.com
2 Boulevard Konrad-Adenauer
L-1115 Luxembourg
Attention: Coupon Paying Department
Telephone: +352 421 221
Facsimile: +352 473 136
E-mail: TSS-GDS.ROW@db.com
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MISCELLANEOUS
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The Bank | ||||
BANK OF AMERICA, N.A. | ||||
By: | /s/ WILLIAM D. HOBBS | |||
Name: William D. Hobbs | ||||
Title: Senior Vice President | ||||
The U.S. Registrar and U.S. Paying Agent | ||||
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||
By: | Deutsche Bank National Trust Company | |||
By: | /s/ KENNETH R. RING | |||
Name: Kenneth R. Ring | ||||
Title: Vice President | ||||
By: | /s/ DAVID CONTINO | |||
Name: David Contino | ||||
Title: Vice President | ||||
The London Paying Agent and London Issuing Agent | ||||
DEUTSCHE BANK AG, LONDON BRANCH | ||||
By: | /s/ ROBERT J. BEBB | |||
Name: Robert J. Bebb | ||||
Title: Vice President | ||||
By: | /s/ MIRIAM C. KEELER | |||
Name: Miriam C. Keeler | ||||
Title: Vice President | ||||
The European Registrar and European Transfer Agent | ||||
DEUTSCHE BANK LUXEMBOURG S.A. | ||||
By: | /s/ ROBERT J. BEBB | |||
Name: Robert J. Bebb | ||||
Title: Attorney | ||||
By: | /s/ MIRIAM C. KEELER | |||
Name: Miriam C. Keeler | ||||
Title: Vice President |
Supplement to Global Agency Agreement
1 | Modify in the case of all Registered Global Notes other than DTC Global Notes. |
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2 | This legend is applicable for an original issue discount note, as specified in the Pricing Supplement and as described in Section 16 of the reverse side hereof. Omit the last sentence in the case of Notes that are issued and mature exactly on regularly scheduled interest payment dates. |
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No. R- | Registered | |
CUSIP No.: | ||
ISIN No.: | ||
Common Code: | Principal Amount: [$] | |
[INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES]
REGISTERED GLOBAL BANK NOTE
ORIGINAL ISSUE DATE3: | o | This Note is an Extendible Note. [See attached Rider] | ||||
SPECIFIED CURRENCY: | o | This Note is an Extension of Maturity Note. [See attached Rider] | ||||
o U.S. Dollars | o | This Note is an Amortizing Note. | ||||
o Other (specify): | ||||||
o | FIXED RATE NOTE | |||||
o | FLOATING RATE NOTE | |||||
o | INDEXED NOTE [See attached Rider] | |||||
o | FLOATING RATE/FIXED RATE NOTE | |||||
o | SENIOR NOTE | |||||
o | SUBORDINATED NOTE |
3 | The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. | |
4 | This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for notice. |
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Dated: | BANK OF AMERICA, N.A. | |||||
By: | ||||||
Name: | ||||||
Title: |
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Dated:__________________ | [DEUTSCHE BANK TRUST COMPANY AMERICAS as U.S. Registrar | |||
By Deutsche Bank National Trust Company | ||||
By: | ||||
Authorized Signatory | ||||
By: | ||||
Authorized Signatory] | ||||
[DEUTSCHE BANK LUXEMBOURG S.A. as European Registrar | ||||
By: | ||||
Authorized Signatory | ||||
By: | ||||
Authorized Signatory] |
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(a) | in the case of fixed-rate notes where the number of days in the relevant period from and including the most recent Interest Payment Date (or, if none, from and including the interest commencement date, which unless specified otherwise in the Pricing Supplement shall be the Original Issue Date) to, but excluding, the relevant payment date (referred to as the “accrual period”) is equal to or shorter than the determination period (as defined below) during which the accrual period ends, the number of days in the accrual period divided by the product of (1) the number of days in that determination period and (2) the number of determination periods that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or |
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sum of:
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• | The Calculation Agent will select four major banks in the London interbank market, after consultation with the Issuer. On the Interest Determination Date, those four banks will be requested to provide their offered quotations for deposits in the relevant Index Currency having an Index Maturity specified in the Pricing Supplement commencing on the Interest Reset Date to prime banks in the London interbank market at approximately 11:00 A.M., London time. | ||
• | If at least two quotations are provided, the Calculation Agent will determine LIBOR as the arithmetic mean of those quotations. | ||
• | If fewer than two quotations are provided, the Calculation Agent will select, after consultation with the Issuer, three major banks in New York City. On the Interest Determination Date, those three banks will be requested to provide their offered quotations for loans in the relevant Index Currency having an Index Maturity specified in the Pricing Supplement commencing on the Interest Reset Date to leading European banks at approximately 11:00 A.M., New York time. The Calculation Agent will determine LIBOR as the average of those quotations. | ||
• | If fewer than three New York City banks selected by the Calculation Agent are quoting rates, LIBOR for that interest period will remain LIBOR then in effect on the Interest Determination Date. |
• | If no offered rate appears on Reuters Page EURIBOR01 on an Interest Determination Date at approximately 11:00 A.M., Brussels time, then the Calculation Agent, after |
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consultation with the Issuer, will select four major banks in the Eurozone interbank market to provide a quotation of the rate at which deposits in euro having the Index Maturity specified in the Pricing Supplement are offered to prime banks in the Eurozone interbank market, and in a principal amount not less than the equivalent of €1,000,000, that is representative of a single transaction in euro in that market at that time. If at least two quotations are provided, EURIBOR will be the arithmetic average of those quotations. |
• | If fewer than two quotations are provided, then the Calculation Agent, after consultation with the Issuer, will select four major banks in the Eurozone interbank market to provide a quotation of the rate offered by them, at approximately 11:00 A.M., Brussels time, on the Interest Determination Date, for loans in euro to prime banks in the Eurozone interbank market for a period of time equivalent to the Index Maturity specified in the Pricing Supplement commencing on that Interest Reset Date and in a principal amount not less than the equivalent of €1,000,000, that is representative of a single transaction in euro in that market at that time. If at least three quotations are provided, EURIBOR will be the arithmetic average of those quotations. |
• | If three quotations are not provided, EURIBOR for that Interest Determination Date will be equal to EURIBOR for the immediately preceding interest period. |
• | If the rate is not displayed on Reuters by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate of Treasury bills as published in H.15 Daily Update, or another recognized electronic source for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High.” | ||
• | If the alternative rate described in the paragraph immediately above is not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the bond equivalent yield, as defined below, of the auction rate of the applicable Treasury bills as announced by the U.S. Department of the Treasury. | ||
• | If the alternative rate described in the paragraph immediately above is not announced by the U.S. Department of the Treasury, or if the auction is not held, the treasury rate |
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will be the bond equivalent yield of the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” |
• | If the alternative rate described in the paragraph immediately above is not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” | ||
• | If the alternative rate described in the paragraph immediately above is not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as 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 that Interest Determination Date, of three primary U.S. government securities dealers, selected by the Calculation Agent, after consultation with the Issuer, for the issue of Treasury bills with a remaining maturity closest to the particular Index Maturity. | ||
• | If the dealers selected by the Calculation Agent are not quoting as described in the paragraph immediately above, the treasury rate will be the treasury rate in effect on the particular Interest Determination Date. |
Bond Equivalent Yield = | D x N | x 100 | ||
360 — (D x M) |
• | if “Federal Funds (Effective) Rate” is specified in the Pricing Supplement, the federal funds rate will be the rate on that Interest Determination Date for U.S. dollar federal funds, as published in H.15(519) under the heading “Federal Funds (Effective)” and displayed on Reuters, or any successor service, on page FEDFUNDS1 or any other page as may replace the specified page on that service |
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(“Reuters Page FEDFUNDS1”), or if such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the related calculation date or does not appear on Reuters Page FEDFUNDS1, the federal funds rate will be the rate on that Interest Determination Date, as published in H.15 Daily Update, or any other recognized electronic source for the purposes of displaying the applicable rate, under the caption “Federal Funds (Effective).” If the alternate rate described in the preceding sentence is not published in H.15 Daily Update, or other recognized electronic source for the purpose of displaying the applicable rate, by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on the business day following that Interest Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent, after consultation with the Issuer;provided, however, if fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate will be the federal funds rate then in effect on that Interest Determination Date. | ||
• | if “Federal Funds Open Rate” is specified in the Pricing Supplement, the federal funds rate will be the rate on that Interest Determination Date for U.S. dollar federal funds transactions among member of the U.S. Federal Reserve System arranged by federal funds brokers on such day, under the heading “Federal Funds” for the applicable Index Maturity and opposite the caption “Open” and displayed on Reuters, or any successor service, on page 5 or any other page as may replace the specified page on that service (“Reuters Page 5”), or if such rate does not appear on Reuters Page 5 by 3:00 P.M., New York City time, on the related calculation date, the federal funds rate will be the rate on that Interest Determination Date displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If the alternate rate described in the preceding sentence is not displayed on FFPREBON Index page on Bloomberg, or any other recognized electronic source for the purpose of displaying the applicable rate, by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on that Interest Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent, after consultation with the Issuer;provided, however, if fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate will be the federal funds rate then in effect on that Interest Determination Date. | |
• | if “Federal Funds Target Rate” is specified in the Pricing Supplement, the federal funds rate will be the rate on that Interest Determination Date for U.S. dollar federal funds displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00 P.M., New York City time, on the calculation date, the federal funds rate for such Interest Determination Date will be the rate for that day appearing on Reuters, or any successor service, on page |
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USFFTARGET= or any other page as may replace the specified page on that service (“Reuters Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Reuters Page USFFTARGET= by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on that Interest Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent, after consultation with the Issuer;provided, however, if fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate will be the federal funds rate then in effect on that Interest Determination Date. |
• | If the rate is not published in H.15(519) by 3:00 P.M., New York City time, on the related calculation date, then the prime rate will be the rate as published in H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Bank Prime Loan.” | ||
• | If the alternative rate described above is not published in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the prime rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters screen US PRIME 1, as defined below, as that bank’s prime rate or base lending rate as in effect as of 11:00 A.M., New York City time, on that Interest Determination Date. | ||
• | If fewer than four rates appear on the Reuters screen US PRIME 1 for that Interest Determination Date, by 3:00 P.M., New York City time, then the Calculation Agent will determine the prime rate to be the average of the prime rates or base lending rates furnished in New York City by three substitute banks or trust companies (all organized under the laws of the United States or any of its states and having total equity capital of at least U.S.$500,000,000) selected by the Calculation Agent, after consultation with the Issuer. | ||
• | If the banks selected by the Calculation Agent are not quoting as described above, the prime rate will remain the prime rate then in effect on the Interest Determination Date. |
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• | having a relationship with the United States as a citizen, resident, or otherwise; | ||
• | having had such a relationship in the past; or | ||
• | being considered as having had such a relationship. |
• | being treated as present in or engaged in a trade or business in the United States; |
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• | being treated as having been present in or engaged in a trade or business in the United States in the past; |
• | having or having had a permanent establishment in the United States; or | ||
• | having or having had a qualified business unit which has the U.S. dollar as its functional currency. |
• | personal holding company; | ||
• | foreign personal holding company; | ||
• | private foundation or other tax-exempt organization; | ||
• | passive foreign investment company; | ||
• | controlled foreign corporation; or | ||
• | corporation which has accumulated earnings to avoid U.S. federal income tax. |
• | a fiduciary; | ||
• | a partnership; | ||
• | a limited liability company; | ||
• | another fiscally transparent entity; or |
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• | not the sole beneficial owner of this Note or any portion of this Note. |
• | estate tax; | ||
• | inheritance tax; | ||
• | gift tax; | ||
• | sales tax; | ||
• | excise tax; |
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• | transfer tax; | ||
• | wealth tax; | ||
• | personal property tax; or | ||
• | any similar tax, assessment, or other governmental charge. |
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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 — | as Custodian for | |||||
(Cust) | (Minor) | |||||
Under Uniform Gifts to Minors Act | ||||||
(State) |
sell(s), assign(s) and transfer(s) unto
IDENTIFYING NUMBER OF ASSIGNEE
/ / | ||
Please print or type name and address, including zip code of assignee |
SIGNATURE GUARANTEED: | ||
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of this Note |
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Date of Transfer, Redemption or Repayment, as Applicable | Increase (Decrease) in Principal Amount of this Note Due to Transfer Among Global Notes or Redemption or Repayment of a Portion of Global Note | Principal Amount of this Note After Transfer, Redemption or Repayment | Notation made by or on behalf of the Issuer | |||
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. |
Date: | ||||
NOTICE: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of this Note in every particular, without alteration or enlargement or any change whatever. |
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[U.S.$]
[U.S.$] ��
DTC Participant Number:
DTC Participant Name:
DTC Participant Telephone Number:
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Name | |||
Address: | |||
(Please print name and address including zip code) |
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Renewal Date(s) | New Maturity Date(s) | |||
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Supplement to Global Agency Agreement
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MASTER SHORT-TERM REGISTERED BANK NOTE
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Dated: | BANK OF AMERICA, N.A. | |||||
By: | ||||||
Name: | ||||||
Title: |
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Dated: | DEUTSCHE BANK TRUST COMPANY AMERICAS as U.S. Registrar | ||||
By Deutsche Bank National Trust Company | |||||
By: | |||||
Authorized Signatory | |||||
By: | |||||
Authorized Signatory |
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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 — | as Custodian for | |||||
(Cust) | (Minor) | |||||
Under Uniform Gifts to Minors Act | ||||||
(State) |
IDENTIFYING NUMBER OF ASSIGNEE
/ / | ||
Please print or type name and address, including zip code of assignee |
SIGNATURE GUARANTEED: | ||
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of this Note. |
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Supplement to Global Agency Agreement
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MASTER COMMERCIAL PAPER REGISTERED NOTE
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Dated: | BANK OF AMERICA, N.A. | |||||
By: | ||||||
Name: | ||||||
Title: |
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Dated: | DEUTSCHE BANK TRUST COMPANY AMERICAS as U.S. Registrar | ||||
By Deutsche Bank National Trust Company | |||||
By: | |||||
Authorized Signatory | |||||
By: | |||||
Authorized Signatory |
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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 — | as Custodian for | |||||
(Cust) | (Minor) | |||||
Under Uniform Gifts to Minors Act | ||||||
(State) |
IDENTIFYING NUMBER OF ASSIGNEE
/ / | ||
Please print or type name and address, including zip code of assignee |
SIGNATURE GUARANTEED: | ||
NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of this Note. |
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Supplement to Global Agency Agreement
5 | Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. |
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Common Code: | ISIN No.: | |
Principal Amount: [$]________ |
TEMPORARY GLOBAL BANK NOTE
ORIGINAL ISSUE DATE6: | ||||||
SPECIFIED CURRENCY: | o o o | This Note is an Extendible Note. [See attached Rider] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. | ||||
o U.S. Dollars | ||||||
o Other (specify): | ||||||
o | FIXED RATE NOTE | |||||
o | FLOATING RATE NOTE | |||||
o | INDEXED NOTE [See attached Rider] | |||||
o | FLOATING RATE/FIXED RATE NOTE | |||||
o | SENIOR NOTE | |||||
o | SUBORDINATED NOTE |
6 | The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. | |
7 | This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for notice. |
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Dated: | BANK OF AMERICA, N.A. | |||||
By: | ||||||
Name: | ||||||
Title: |
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Dated: | DEUTSCHE BANK AG, LONDON BRANCH as London Issuing Agent | ||||
By: | |||||
Authorized Signatory | |||||
By: | |||||
Authorized Signatory |
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(a) | in the case of fixed-rate notes where the number of days in the relevant period from and including the most recent Interest Payment Date (or, if none, from and including the interest commencement date, which unless specified otherwise in the Pricing Supplement shall be the Original Issue Date) to, but excluding, the relevant payment date (referred to as the “accrual period”) is equal to or shorter than the determination period (as defined below) during which the accrual period ends, the number of days in the accrual period divided by the product of (1) the number of days in that determination period and (2) the number of determination periods that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or | ||
(b) | in the case of fixed-rate notes where the accrual period is longer than the determination period during which the accrual period ends, the sum of: |
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• | The Calculation Agent will select four major banks in the London interbank market, after consultation with the Issuer. On the Interest Determination Date, those four banks will be requested to provide their offered quotations for deposits in the relevant Index Currency having an Index Maturity specified in the Pricing Supplement commencing on the Interest Reset Date to prime banks in the London interbank market at approximately 11:00 A.M., London time. | ||
• | If at least two quotations are provided, the Calculation Agent will determine LIBOR as the arithmetic mean of those quotations. | ||
• | If fewer than two quotations are provided, the Calculation Agent will select, after consultation with the Issuer, three major banks in New York City. On the Interest Determination Date, those three banks will be requested to provide their offered quotations for loans in the relevant Index Currency having an Index Maturity specified in the Pricing Supplement commencing on the Interest Reset Date to leading European banks at approximately 11:00 A.M., New York time. The Calculation Agent will determine LIBOR as the average of those quotations. | ||
• | If fewer than three New York City banks selected by the Calculation Agent are quoting rates, LIBOR for that interest period will remain LIBOR then in effect on the Interest Determination Date. |
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• | If no offered rate appears on Reuters Page EURIBOR01 on an Interest Determination Date at approximately 11:00 A.M., Brussels time, then the Calculation Agent, after consultation with the Issuer, will select four major banks in the Eurozone interbank market to provide a quotation of the rate at which deposits in euro having the Index Maturity specified in the Pricing Supplement are offered to prime banks in the Eurozone interbank market, and in a principal amount not less than the equivalent of €1,000,000, that is representative of a single transaction in euro in that market at that time. If at least two quotations are provided, EURIBOR will be the arithmetic average of those quotations. | ||
• | If fewer than two quotations are provided, then the Calculation Agent, after consultation with the Issuer, will select four major banks in the Eurozone interbank market to provide a quotation of the rate offered by them, at approximately 11:00 A.M., Brussels time, on the Interest Determination Date, for loans in euro to prime banks in the Eurozone interbank market for a period of time equivalent to the Index Maturity specified in the Pricing Supplement commencing on that Interest Reset Date and in a principal amount not less than the equivalent of €1,000,000, that is representative of a single transaction in euro in that market at that time. If at least three quotations are provided, EURIBOR will be the arithmetic average of those quotations. | ||
• | If three quotations are not provided, EURIBOR for that Interest Determination Date will be equal to EURIBOR for the immediately preceding interest period. |
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• | If the rate is not displayed on Reuters by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate of Treasury bills as published in H.15 Daily Update, or another recognized electronic source for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High.” | ||
• | If the alternative rate described in the paragraph immediately above is not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the bond equivalent yield, as defined below, of the auction rate of the applicable Treasury bills as announced by the U.S. Department of the Treasury. | ||
• | If the alternative rate described in the paragraph immediately above is not announced by the U.S. Department of the Treasury, or if the auction is not held, the treasury rate will be the bond equivalent yield of the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” | ||
• | If the alternative rate described in the paragraph immediately above is not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” | ||
• | If the alternative rate described in the paragraph immediately above is not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as 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 that Interest Determination Date, of three primary U.S. government securities dealers, selected by the Calculation Agent, after consultation with the Issuer, for the issue of Treasury bills with a remaining maturity closest to the particular Index Maturity. | ||
• | If the dealers selected by the Calculation Agent are not quoting as described in the paragraph immediately above, the treasury rate will be the treasury rate in effect on the particular Interest Determination Date. |
Bond Equivalent Yield = | D x N | x 100 | ||
360 – (D x M) |
B-21
• | if “Federal Funds (Effective) Rate” is specified in the Pricing Supplement, the federal funds rate will be the rate on that Interest Determination Date for U.S. dollar federal funds, as published in H.15(519) under the heading “Federal Funds (Effective)” and displayed on Reuters, or any successor service, on page FEDFUNDS1 or any other page as may replace the specified page on that service (“Reuters Page FEDFUNDS1”), or if such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the related calculation date or does not appear on Reuters Page FEDFUNDS1, the federal funds rate will be the rate on that Interest Determination Date, as published in H.15 Daily Update, or any other recognized electronic source for the purposes of displaying the applicable rate, under the caption “Federal Funds (Effective).” If the alternate rate described in the preceding sentence is not published in H.15 Daily Update, or other recognized electronic source for the purpose of displaying the applicable rate, by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on the business day following that Interest Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent, after consultation with the Issuer;provided, however, if fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate will be the federal funds rate then in effect on that Interest Determination Date. |
• | if “Federal Funds Open Rate” is specified in the Pricing Supplement, the federal funds rate will be the rate on that Interest Determination Date for U.S. dollar federal funds transactions among member of the U.S. Federal Reserve System arranged by federal funds brokers on such day, under the heading “Federal Funds” for the applicable Index Maturity and opposite the caption “Open” and displayed on Reuters, or any successor service, on page 5 or any other page as may replace the specified page on that service (“Reuters Page 5”), or if such rate does not appear on Reuters Page 5 by 3:00 P.M., New York City time, on the related calculation date, the federal funds rate will be the rate on that Interest Determination Date displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If the alternate rate described in the preceding sentence is not displayed on FFPREBON Index page on Bloomberg, or any other recognized electronic source for the purpose of displaying the applicable rate, by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on that Interest |
B-22
Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent, after consultation with the Issuer;provided, however, if fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate will be the federal funds rate then in effect on that Interest Determination Date. |
• | if “Federal Funds Target Rate” is specified in the Pricing Supplement, the federal funds rate will be the rate on that Interest Determination Date for U.S. dollar federal funds displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00 P.M., New York City time, on the calculation date, the federal funds rate for such Interest Determination Date will be the rate for that day appearing on Reuters, or any successor service, on page USFFTARGET= or any other page as may replace the specified page on that service (“Reuters Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Reuters Page USFFTARGET= by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on that Interest Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent, after consultation with the Issuer;provided, however, if fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate will be the federal funds rate then in effect on that Interest Determination Date. |
• | If the rate is not published in H.15(519) by 3:00 P.M., New York City time, on the related calculation date, then the prime rate will be the rate as published in H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Bank Prime Loan.” | ||
• | If the alternative rate described above is not published in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the prime rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters screen US PRIME 1, as defined below, as that bank’s prime rate or base lending rate as in effect as of 11:00 A.M., New York City time, on that Interest Determination Date. |
• | If fewer than four rates appear on the Reuters screen US PRIME 1 for that Interest Determination Date, by 3:00 P.M., New York City time, then the Calculation Agent will determine the prime rate to be the average of the prime rates or base lending rates |
B-23
furnished in New York City by three substitute banks or trust companies (all organized under the laws of the United States or any of its states and having total equity capital of at least U.S.$500,000,000) selected by the Calculation Agent, after consultation with the Issuer. |
• | If the banks selected by the Calculation Agent are not quoting as described above, the prime rate will remain the prime rate then in effect on the Interest Determination Date. |
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B-25
• | having a relationship with the United States as a citizen, resident, or otherwise; |
• | having had such a relationship in the past; or |
B-26
• | being considered as having had such a relationship. |
• | being treated as present in or engaged in a trade or business in the United States; | ||
• | being treated as having been present in or engaged in a trade or business in the United States in the past; | ||
• | having or having had a permanent establishment in the United States; or | ||
• | having or having had a qualified business unit which has the U.S. dollar as its functional currency. |
• | personal holding company; | ||
• | foreign personal holding company; | ||
• | private foundation or other tax-exempt organization; | ||
• | passive foreign investment company; | ||
• | controlled foreign corporation; or | ||
• | corporation which has accumulated earnings to avoid U.S. federal income tax. |
B-27
• | a fiduciary; | ||
• | a partnership; | ||
• | a limited liability company; | ||
• | another fiscally transparent entity; or | ||
• | not the sole beneficial owner of this Note or any portion of this Note. |
B-28
• | estate tax; | ||
• | inheritance tax; | ||
• | gift tax; | ||
• | sales tax; | ||
• | excise tax; | ||
• | transfer tax; | ||
• | wealth tax; | ||
• | personal property tax; or | ||
• | any similar tax, assessment, or other governmental charge. |
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B-30
B-31
B-32
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B-39
B-40
B-41
B-42
Temporary Global Note
Confirmation of | ||||||||||||||||
payment by or on | ||||||||||||||||
Interest | Total Amount of | Amount of Interest | behalf of the | |||||||||||||
Payment Date | Date of Payment | Interest Payable | Paid | Issuer | ||||||||||||
* | Continue renumbering until the appropriate number of interest payments for the particular Tranche of Notes is reached. |
B-43
Remaining | ||||||||||||||||||||
Total of | principal amount | Confirmation of | ||||||||||||||||||
Installment | Amount of | of this Global | payment by or | |||||||||||||||||
Amounts | Installment | Note following | on behalf of the | |||||||||||||||||
Installment Date | Date of Payment | Payable | Amounts Paid | such payment8 | Issuer | |||||||||||||||
8 | See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. | |
* | Continue renumbering until the appropriate number of installment payments for the particular Tranche of Notes is reached. |
B-44
Total principal | Remaining principal | Confirmation of | ||||||||||||||
amount of this | amount of this Global | redemption by or on | ||||||||||||||
Global Note to be | Principal amount | Note following such | behalf of the | |||||||||||||
Date of Redemption | redeemed | redeemed | redemption9 | Issuer | ||||||||||||
9 | See most recent entry in Part II, III, or IV of Schedule 1 or Schedule 2 in order to determine this amount. |
B-45
Part of principal | Remaining principal | Confirmation of | ||||||||||
amount of this | amount of this Global | purchase and | ||||||||||
Date of | Global Note | Note following such | cancellation by or | |||||||||
purchase and | purchased and | purchase and | on behalf of the | |||||||||
cancellation | cancelled | cancellation10 | Issuer | |||||||||
10 | See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. |
B-46
Temporary Global Note
FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE
Principal amount of | ||||||||||||
this Global Note | ||||||||||||
exchanged for | ||||||||||||
Definitive Notes or | Remaining Principal | |||||||||||
Notes represented | Amount of this Global | Notation made by or | ||||||||||
by a Permanent | Note following such | on behalf of the | ||||||||||
Date of Exchange | Global Note | exchange11 | Issuer | |||||||||
11 | See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. |
B-47
Supplement to Global Agency Agreement
12 | Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. |
C-1
C-2
Common Code: | ISIN No.: | |
Principal Amount: [$]_______ |
PERMANENT GLOBAL BANK NOTE
ORIGINAL ISSUE DATE13: | ||||||
SPECIFIED CURRENCY: | o o o | This Note is an Extendible Note. [See attached Rider] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. | ||||
o U.S. Dollars | ||||||
o Other (specify): | ||||||
o | FIXED RATE NOTE | |||||
o | FLOATING RATE NOTE | |||||
o | INDEXED NOTE [See attached Rider] | |||||
o | FLOATING RATE/FIXED RATE NOTE | |||||
o | SENIOR NOTE | |||||
o | SUBORDINATED NOTE |
13 | The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. | |
14 | This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for notice. |
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C-4
C-5
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C-8
Dated: | BANK OF AMERICA, N.A. | |||||
By: | ||||||
Name: | ||||||
Title: |
C-9
This Permanent Global Note is one of the Notes referred to in the within-mentioned Agency Agreement and is authenticated by or on behalf of the London Issuing Agent. |
Dated: | DEUTSCHE BANK AG, LONDON BRANCH as London Issuing Agent | ||||
By: | |||||
Authorized Signatory | |||||
By: | |||||
Authorized Signatory |
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C-11
C-12
(a) | in the case of fixed-rate notes where the number of days in the relevant period from and including the most recent Interest Payment Date (or, if none, from and including the interest commencement date, which unless specified otherwise in the Pricing Supplement shall be the Original Issue Date) to, but excluding, the relevant payment date (referred to as the “accrual period”) is equal to or shorter than the determination period (as defined below) during which the accrual period ends, the number of days in the accrual period divided by the product of (1) the number of days in that determination period and (2) the number of determination periods that would occur in one calendar year, assuming interest was to be payable in respect of the whole of that year; or | ||
(b) | in the case of fixed-rate notes where the accrual period is longer than the determination period during which the accrual period ends, the sum of: |
C-13
C-14
C-15
C-16
• | The Calculation Agent will select four major banks in the London interbank market, after consultation with the Issuer. On the Interest Determination Date, those four banks will be requested to provide their offered quotations for deposits in the relevant Index Currency having an Index Maturity specified in the Pricing Supplement commencing on the Interest Reset Date to prime banks in the London interbank market at approximately 11:00 A.M., London time. | ||
• | If at least two quotations are provided, the Calculation Agent will determine LIBOR as the arithmetic mean of those quotations. | ||
• | If fewer than two quotations are provided, the Calculation Agent will select, after consultation with the Issuer, three major banks in New York City. On the Interest Determination Date, those three banks will be requested to provide their offered quotations for loans in the relevant Index Currency having an Index Maturity specified in the Pricing Supplement commencing on the Interest Reset Date to leading European banks at approximately 11:00 A.M., New York time. The Calculation Agent will determine LIBOR as the average of those quotations. | ||
• | If fewer than three New York City banks selected by the Calculation Agent are quoting rates, LIBOR for that interest period will remain LIBOR then in effect on the Interest Determination Date. |
C-17
• | If no offered rate appears on Reuters Page EURIBOR01 on an Interest Determination Date at approximately 11:00 A.M., Brussels time, then the Calculation Agent, after consultation with the Issuer, will select four major banks in the Eurozone interbank market to provide a quotation of the rate at which deposits in euro having the Index Maturity specified in the Pricing Supplement are offered to prime banks in the Eurozone interbank market, and in a principal amount not less than the equivalent of €1,000,000, that is representative of a single transaction in euro in that market at that time. If at least two quotations are provided, EURIBOR will be the arithmetic average of those quotations. | ||
• | If fewer than two quotations are provided, then the Calculation Agent, after consultation with the Issuer, will select four major banks in the Eurozone interbank market to provide a quotation of the rate offered by them, at approximately 11:00 A.M., Brussels time, on the Interest Determination Date, for loans in euro to prime banks in the Eurozone interbank market for a period of time equivalent to the Index Maturity specified in the Pricing Supplement commencing on that Interest Reset Date and in a principal amount not less than the equivalent of €1,000,000, that is representative of a single transaction in euro in that market at that time. If at least three quotations are provided, EURIBOR will be the arithmetic average of those quotations. | ||
• | If three quotations are not provided, EURIBOR for that Interest Determination Date will be equal to EURIBOR for the immediately preceding interest period. |
C-18
• | If the rate is not displayed on Reuters by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate of Treasury bills as published in H.15 Daily Update, or another recognized electronic source for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High.” | ||
• | If the alternative rate described in the paragraph immediately above is not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the bond equivalent yield, as defined below, of the auction rate of the applicable Treasury bills as announced by the U.S. Department of the Treasury. | ||
• | If the alternative rate described in the paragraph immediately above is not announced by the U.S. Department of the Treasury, or if the auction is not held, the treasury rate will be the bond equivalent yield of the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15(519) under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” | ||
• | If the alternative rate described in the paragraph immediately above is not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date of the applicable Treasury bills as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the caption “U.S. Government Securities/Treasury Bills/Secondary Market.” | ||
• | If the alternative rate described in the paragraph immediately above is not published by 3:00 P.M., New York City time, on the related calculation date, the treasury rate will be the rate on the particular Interest Determination Date calculated by the Calculation Agent as 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 that Interest Determination Date, of three primary U.S. government securities dealers, selected by the Calculation Agent, after consultation with the Issuer, for the issue of Treasury bills with a remaining maturity closest to the particular Index Maturity. | ||
• | If the dealers selected by the Calculation Agent are not quoting as described in the paragraph immediately above, the treasury rate will be the treasury rate in effect on the particular Interest Determination Date. |
Bond Equivalent Yield = | D x N | x 100 | ||
360 – (D x M) |
C-19
• | if “Federal Funds (Effective) Rate” is specified in the Pricing Supplement, the federal funds rate will be the rate on that Interest Determination Date for U.S. dollar federal funds, as published in H.15(519) under the heading “Federal Funds (Effective)” and displayed on Reuters, or any successor service, on page FEDFUNDS1 or any other page as may replace the specified page on that service (“Reuters Page FEDFUNDS1”), or if such rate is not published in H.15(519) by 3:00 P.M., New York City time, on the related calculation date or does not appear on Reuters Page FEDFUNDS1, the federal funds rate will be the rate on that Interest Determination Date, as published in H.15 Daily Update, or any other recognized electronic source for the purposes of displaying the applicable rate, under the caption “Federal Funds (Effective).” If the alternate rate described in the preceding sentence is not published in H.15 Daily Update, or other recognized electronic source for the purpose of displaying the applicable rate, by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on the business day following that Interest Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent, after consultation with the Issuer;provided, however, if fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate will be the federal funds rate then in effect on that Interest Determination Date. |
• | if “Federal Funds Open Rate” is specified in the Pricing Supplement, the federal funds rate will be the rate on that Interest Determination Date for U.S. dollar federal funds transactions among member of the U.S. Federal Reserve System arranged by federal funds brokers on such day, under the heading “Federal Funds” for the applicable Index Maturity and opposite the caption “Open” and displayed on Reuters, or any successor service, on page 5 or any other page as may replace the specified page on that service (“Reuters Page 5”), or if such rate does not appear on Reuters Page 5 by 3:00 P.M., New York City time, on the related calculation date, the federal funds rate will be the rate on that Interest Determination Date displayed on FFPREBON Index page on Bloomberg L.P. (“Bloomberg”), which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg. If the alternate rate described in the preceding sentence is not displayed on FFPREBON Index page on Bloomberg, or any other recognized electronic source for the purpose of displaying the applicable rate, by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on that Interest |
C-20
Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent, after consultation with the Issuer;provided, however, if fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate will be the federal funds rate then in effect on that Interest Determination Date. |
• | if “Federal Funds Target Rate” is specified in the Pricing Supplement, the federal funds rate will be the rate on that Interest Determination Date for U.S. dollar federal funds displayed on the FDTR Index page on Bloomberg. If such rate does not appear on the FDTR Index page on Bloomberg by 3:00 P.M., New York City time, on the calculation date, the federal funds rate for such Interest Determination Date will be the rate for that day appearing on Reuters, or any successor service, on page USFFTARGET= or any other page as may replace the specified page on that service (“Reuters Page USFFTARGET=”). If such rate does not appear on the FDTR Index page on Bloomberg or is not displayed on Reuters Page USFFTARGET= by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the federal funds rate to be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds, quoted prior to 9:00 A.M., New York City time, on that Interest Determination Date, by each of three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the Calculation Agent, after consultation with the Issuer;provided, however, if fewer than three brokers selected by the Calculation Agent are quoting as described above, the federal funds rate will be the federal funds rate then in effect on that Interest Determination Date. |
• | If the rate is not published in H.15(519) by 3:00 P.M., New York City time, on the related calculation date, then the prime rate will be the rate as published in H.15 Daily Update, or any other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Bank Prime Loan.” | ||
• | If the alternative rate described above is not published in H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the related calculation date, then the Calculation Agent will determine the prime rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters screen US PRIME 1, as defined below, as that bank’s prime rate or base lending rate as in effect as of 11:00 A.M., New York City time, on that Interest Determination Date. | ||
• | If fewer than four rates appear on the Reuters screen US PRIME 1 for that Interest Determination Date, by 3:00 P.M., New York City time, then the Calculation Agent will determine the prime rate to be the average of the prime rates or base lending rates |
C-21
furnished in New York City by three substitute banks or trust companies (all organized under the laws of the United States or any of its states and having total equity capital of at least U.S.$500,000,000) selected by the Calculation Agent, after consultation with the Issuer. |
• | If the banks selected by the Calculation Agent are not quoting as described above, the prime rate will remain the prime rate then in effect on the Interest Determination Date. |
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C-23
• | having a relationship with the United States as a citizen, resident, or otherwise; |
C-24
• | having had such a relationship in the past; or | ||
• | being considered as having had such a relationship. |
• | being treated as present in or engaged in a trade or business in the United States; | ||
• | being treated as having been present in or engaged in a trade or business in the United States in the past; | ||
• | having or having had a permanent establishment in the United States; or | ||
• | having or having had a qualified business unit which has the U.S. dollar as its functional currency. |
(3) Additional Amounts will not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note being or having been a: |
• | personal holding company; | ||
• | foreign personal holding company; | ||
• | private foundation or other tax-exempt organization; | ||
• | passive foreign investment company; | ||
• | controlled foreign corporation; or | ||
• | corporation which has accumulated earnings to avoid U.S. federal income tax. |
C-25
• | a fiduciary; | ||
• | a partnership; | ||
• | a limited liability company; | ||
• | another fiscally transparent entity; or | ||
• | not the sole beneficial owner of this Note or any portion of this Note. |
C-26
• | estate tax; | ||
• | inheritance tax; | ||
• | gift tax; | ||
• | sales tax; | ||
• | excise tax; | ||
• | transfer tax; | ||
• | wealth tax; | ||
• | personal property tax; or | ||
• | any similar tax, assessment, or other governmental charge. |
C-27
C-28
C-29
C-30
C-31
C-32
C-33
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C-35
C-36
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C-39
C-40
Permanent Global Note
Confirmation of | ||||||||||||||||
payment by or on | ||||||||||||||||
Interest | Total Amount of | Amount of Interest | behalf of the | |||||||||||||
Payment Date | Date of Payment | Interest Payable | Paid | Issuer | ||||||||||||
* | Continue renumbering until the appropriate number of interest payments for the particular Tranche of Notes is reached. |
C-41
Remaining | ||||||||||||||||||
principal amount | Confirmation of | |||||||||||||||||
Total of | Amount of | of this Global | payment by or | |||||||||||||||
Installment Amounts | Installment | Note following | on behalf of the | |||||||||||||||
Installment Date | Date of Payment | Payable | Amounts Paid | such payment1516 | Issuer | |||||||||||||
15 | See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. | |
* | Continue renumbering until the appropriate number of installment payments for the particular Tranche of Notes is reached. |
C-42
Total principal | Remaining principal | Confirmation of | ||||||||||||||
amount of this | amount of this Global | redemption by or on | ||||||||||||||
Global Note to be | Principal amount | Note following such | behalf of the | |||||||||||||
Date of Redemption | redeemed | redeemed | redemption17 | Issuer | ||||||||||||
17 | See most recent entry in Part II, III, or IV of Schedule 1 or Schedule 2 in order to determine this amount. |
C-43
Part of principal | Remaining principal | Confirmation of | ||||
amount of this | amount of this Global | purchase and | ||||
Date of | Global Note | Note following such | cancellation by or | |||
purchase and | purchased and | purchase and | on behalf of the | |||
cancellation | cancelled | cancellation18 | Issuer | |||
18 | See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. |
C-44
Permanent Global Note
Increase in | ||||||||||||
principal amount of | ||||||||||||
this Global Note | Remaining Principal | |||||||||||
due to exchanges of | Amount of this | |||||||||||
a Temporary Global | Global Note | Notation made by or | ||||||||||
Note for this | following such | on behalf of the | ||||||||||
Date of Exchange | Global Note | exchange19 | Issuer | |||||||||
19 | See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. |
C-45