Exhibit 4.1
THE NOTES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR
NONBANK SUBSIDIARY OF SOVEREIGN BANCORP, INC. AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO SOVEREIGN BANCORP,
INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
CUSIP NO. 845905 AQ1 PRINCIPAL AMOUNT: $300,000,000
REGISTERED NO. R-1
SOVEREIGN BANCORP, INC.
SENIOR FLOATING RATE NOTES DUE 2006
SOVEREIGN BANCORP, INC., a Pennsylvania corporation (hereinafter called
the "Company," which term includes any successor corporation 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 DOLLARS
($300,000,000) on August 25, 2006 and to pay interest thereon from August 27,
2004, or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for on the dates and at the rate set
forth below, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date (as defined below) for such
interest (whether or not a Business Day) next preceding such Interest Payment
Date.
The per annum rate at which this Note shall bear interest shall equal
LIBOR (as defined below) plus 0.33%, as determined by the Calculation Agent (as
defined below) and shall be reset quarterly on the first day of each Interest
Period (as defined below). The amount of interest payable for each day this Note
is outstanding (the "Daily Interest Amount") shall be calculated by dividing the
interest rate in effect for each such day by 360 and multiplying the result by
the principal amount of this Note. The amount of interest to be paid on this
Note for each Interest Period will be calculated by adding the Daily Interest
Amounts for each day in the Interest Period.
Interest on this Note shall be payable on each February 25, May 25, August
25 and November 25, commencing November 26, 2004, and at Maturity (each such
date, an "Interest Payment Date"). If any Interest Payment Date shall fall on a
day that is not a Business Day, other than the Interest Payment Date that is
also the date of Maturity, such Interest Payment Date shall be postponed to the
following day that is a Business Day; provided, however, if such next Business
Day is in a different month, then interest on this Note shall be paid on the
Business Day immediately preceding such Interest Payment Date. "Business Day" as
used herein is a day other than a Saturday, a Sunday or any other day on which
banking institutions in Philadelphia, Pennsylvania or New York, New York are
authorized or required by law or executive order to remain closed and which is
also a London Banking Day (as defined below). The Regular Record Date for an
Interest Payment Date shall be the fifteenth calendar day prior to such Interest
Payment Date. On each Interest Payment Date, the Company shall pay interest for
the period commencing on and including the immediately preceding Interest
Payment Date (or commencing on and including August 27, 2004 if no interest has
been paid) and ending on and including the next day preceding such Interest
Payment Date (each such period, an "Interest Period").
"LIBOR," with respect to an Interest Period, shall be the rate (expressed
as a percentage per annum) for deposits in United States dollars for a
three-month period beginning on the second London Banking Day after the
Determination Date (as defined below) that appears on Telerate Page 3750 (as
defined below) as of 11:00 a.m., London time, on the Determination Date. If
Telerate Page 3750 does not include this rate or is unavailable on the
Determination Date, the Calculation Agent shall request the principal London
office of each of four major banks in the London interbank market, as selected
by the Calculation Agent, to provide that bank's offered quotation (expressed as
a percentage per annum) as of approximately 11:00 a.m., London time, on the
Determination Date to prime banks in the London interbank market for deposits in
a Representative Amount (as defined below) in United States dollars for a
three-month period beginning on the second London Banking Day after the
Determination Date. If at least two offered quotations are so provided, LIBOR
for the Interest Period will be the arithmetic mean of those quotations. If
fewer than two quotations are so provided, the Calculation Agent will request
each of three major banks in New York City, as selected by the Calculation
Agent, to provide that bank's rate (expressed as a percentage per annum), as of
approximately 11:00 a.m., New York City time, on the Determination Date for
loans in a Representative Amount in United States dollars to leading European
banks for a three-month period beginning on the second London Banking Day after
the Determination Date. If at least two rates are so provided, LIBOR for the
Interest Period will be the arithmetic mean of those rates. If fewer than two
rates are so provided, then LIBOR for the Interest Period will be LIBOR in
effect with respect to the immediately preceding Interest Period.
"Determination Date" means, with respect to an Interest Period, the second
London Banking Day preceding the first day of the Interest Period.
"London Banking Day" means any day on which dealings in United States
dollars are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market.
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"Representative Amount" means a principal amount that is representative
for a single transaction in the relevant market at the relevant time.
"Telerate Page 3750" means the display designated as "Page 3750" on
Moneyline Telerate, Inc. or any successor service (or such other page as may
replace Page 3750 on that service or a successor service).
All percentages resulting from any of the above calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655)) and all
dollar amounts used in or resulting from such calculations will be rounded to
the nearest cent (with one-half cent being rounded upwards).
The interest rate on the Notes of this series will in no event be higher
than the maximum rate permitted by New York law as the same may be modified by
United States law of general application.
The Company shall provide that, so long as the Notes remain outstanding,
the Company shall maintain under appointment a calculation agent (the
"Calculation Agent"), initially BNY Midwest Trust Company, to calculate the rate
of interest payable on the Notes in respect of each Interest Period. If the
Calculation Agent is unable or unwilling to continue to act as the Calculation
Agent or if the Calculation Agent fails to establish the rate of interest for
any Interest Period, the Company shall appoint another bank to act as such in
its place. The Calculation Agent shall not resign its duties without a successor
having been appointed as aforesaid. The Company may appoint a successor
Calculation Agent with the written consent of the Paying Agent, which consent
shall not be unreasonably withheld.
The Calculation Agent will, upon the request of the Holder hereof, provide
the interest rate then in effect. All calculations of the Calculation Agent, in
the absence of manifest error, shall be conclusive for all purposes and binding
on the Company and the Holder hereof.
Any interest not 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 Note (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 Notes 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 Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture.
Payment of interest on this Note will be made in immediately available
funds at the office or agency of the Paying Agent for the Notes, initially BNY
Midwest Trust Company, maintained for that purpose in The City of New York 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; provided, however,
that, at the option of the Company, payment of interest may be paid by check
mailed to the Person entitled thereto at such Person's last address as it
appears in the Security Register or by wire transfer to such account as may have
been designated by such Person.
3
Payment of principal of and interest on this Note at Maturity will be made
against presentation of this Note at the office or agency of the Company
maintained for that purpose in The City of New York.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, or its duly
authorized agent under the Indenture referred to on the reverse hereof by manual
signature, the Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
4
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
DATED: August 27, 2004
SOVEREIGN BANCORP, INC.
By:
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[SEAL]
Attest:
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TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Notes, of the
series designated herein, described
in the within-mentioned Indenture.
BNY MIDWEST TRUST COMPANY
as Trustee
By:
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Authorized Signature
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[REVERSE OF NOTE]
SOVEREIGN BANCORP, INC.
SENIOR FLOATING RATE NOTES DUE 2006
This Note is one of a duly authorized issue of Debt Securities of the
Company, designated as the Company's "Senior Floating Rate Notes due 2006"
(herein called the "Notes"), issued and to be issued in one or more series under
an indenture, dated as of February 1, 1994 (the "Base Indenture"), between the
Company and BNY Midwest Trust Company, as successor to Harris Trust and Savings
Bank, as trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), as supplemented by a Fifth Supplemental Indenture,
dated as of August 27, 2004, between the Company and the Trustee ("Supplemental
Indenture No. 5" and, together with the Base Indenture, 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 Trustee and the Holders of the Notes,
and of the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $300,000,000; provided,
however, that the Company may, so long as no Event of Default has occurred and
is continuing, without the consent of the Holders of Notes, issue additional
notes with the same terms (except as to public offering price and issue date) as
the Notes, and such additional Notes shall be considered part of the same series
under the Indenture as the Notes.
The Notes are not subject to redemption at the option of the Company or
repayment at the option of the Holder hereof prior to August 25, 2006. The Notes
will not be entitled to any sinking fund.
If an Event of Default, as defined in the Indenture, with respect to the
Notes shall occur and be continuing, the principal of the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected by such amendment or modification under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of 66 2/3% in
principal amount of the Outstanding Debt Securities of each such series to be so
affected. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of any
series, on behalf of the Holders of all Debt Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.
6
Upon due presentment for registration of transfer of this Note at the
office or agency of the Transfer Agent for the Notes, initially BNY Midwest
Trust Company, in The City of New York, a new Note or Notes of this series in
authorized denominations for an equal aggregate principal amount will be issued
to the transferee in exchange herefor, as provided in the Indenture and subject
to the limitations provided therein and to the limitations described below,
without charge except for any tax or other governmental charge imposed in
connection therewith.
No reference herein to the Indenture and no provision of this Note or the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture unless otherwise defined in this
Note.
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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
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(Cust) (Minor)
Under Uniform Gifts to Minors Act
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(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
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(PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
the within Note of SOVEREIGN BANCORP, INC. and does hereby irrevocably
constitute and appoint ___________________ attorney to transfer the said Note on
the books 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 the within instrument in every particular, without
alteration or enlargement or any change whatever.
9