EXHIBIT 4(b)(11)
Form of Global Note
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
THE 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. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN 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.
REGISTERED $
No. FXR CUSIP #
THE BEAR STEARNS COMPANIES INC.
_____% GLOBAL NOTE DUE ______
THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal amount stated above on _____________ (the
"Maturity Date") and to pay interest thereon at the rate per annum equal to
____% (the "Interest Rate") until the principal hereof is fully paid or duly
made available for payment. The Company will pay interest (computed on the basis
of a 360-day year of twelve 30-day months) _________ in arrears on ___________
and ____________ of each year (each an "Interest Payment Date") commencing with
the Interest Payment Date next following the date hereof (the "Original Issue
Date") provided that, if the Original Issue Date is later than the Regular
Record Date and prior to the next succeeding Interest Payment Date, interest
shall be so payable commencing with the second Interest Payment Date following
the Original Issue Date, and on the Maturity Date or, if applicable, the
Redemption Date on said principal amount at the Interest Rate per annum
specified above. Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid, from ____________ until the principal hereof has been
paid or made available for payment. The interest so payable, and punctually paid
or duly provided for, on the Interest Payment Dates, will, as provided in the
Indenture referred to below, 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 for such interest, which shall be __________ or
__________, whether or not a Business Day, as the
case may be, next preceding such Interest Payment Date; provided, however, that
interest payable on the Maturity Date or, if applicable, the Redemption Date
will be payable to the Person to whom the principal hereof shall be payable; and
provided, further, however, that if an Interest Payment Date, Maturity Date or
Redemption Date, would fall on a day that is not a Business Day, such Interest
Payment Date, Maturity Date or Redemption Date shall be the following day that
is a Business Day and no additional interest shall be payable for the delay. Any
such interest which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date, Maturity Date or Redemption Date shall forthwith
cease to be payable to the Holder on such Regular Record Date, and may 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 the Holder of this Note not less than ten days prior to such Special
Record Date, or may 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 the principal of and interest on this Note shall be made
at the office or agency of the Trustee maintained for that purpose in the
Borough of Manhattan, 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 the
payment of public and private debt; provided, however, that payment of interest
on any Interest Payment Date (other than the Maturity Date or Redemption Date,
if any) may be made at the option of the Company by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register, or by wire transfer of immediately available funds, if the registered
Holder of at least $10,000,000 in principal amount of Notes entitled to such
interest has so requested by a notice in writing delivered to the Trustee not
less than 16 days prior to the Interest Payment Date on which such payment is
due, which notice shall provide appropriate instructions for such transfer; and
provided, further, however, that if Notes are issued in certificated form upon
Euroclear Bank S.A./N.A., as operator of the Euroclear System ("Euroclear") or
Clearstream Banking, societe anonyme ("Clearstream") being closed for a
continuous period of 14 days and/or as provided in the Indenture, payments of
principal and interest shall be made to the registered Holder thereof against
presentation and surrender by such Holder of its Note at the specified office of
any Paying Agent, by check drawn on a bank in New York City mailed on the
Business Day immediately preceding the due date therefor.
The principal hereof and interest due at maturity will be paid upon
maturity in immediately available funds against presentation of this Note at the
office or agency of the Trustee maintained for that purpose in the Borough of
Manhattan, 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 ON THE FACE HEREOF.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
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Unless the certificate of authentication hereon has been executed by
JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), the Trustee under the
Indenture, or its successor thereunder by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Date:
THE BEAR STEARNS COMPANIES INC.
By:_____________________________________
Executive Vice President and
Chief Financial Officer
ATTEST:
___________________________________
Secretary
[Corporate Seal]
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
JPMORGAN CHASE BANK, as Trustee
By:_____________________________________
Authorized Signature
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[Reverse of Note]
THE BEAR STEARNS COMPANIES INC.
______% GLOBAL NOTE DUE _____
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, all such Securities issued and to
be issued under the Indenture, dated as of May 31, 1991, as supplemented by the
First Supplemental Indenture, dated as of January 29, 1998 (as supplemented,
herein called the "Indenture") between the Company and JPMorgan Chase Bank
(formerly, The Chase Manhattan Bank), as Trustee (herein called the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and limitations of rights thereunder of the
Company, the Trustee and the Holders of the Securities, and the terms upon which
the Securities are, and are to be, authenticated and delivered. As provided in
the Indenture, Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different
repayment provisions, if any, may be subject to different sinking, purchase or
analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This
Note is one of a series of the Securities designated as _____% Global Notes due
_____ (the "Notes"). The Notes are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. The Notes are not
subject to a sinking fund, are not redeemable prior to maturity except in
certain limited circumstances at the option of the Company (described below),
and are not subject to repayment at the option of the Holder.
If (a) as a result of any change in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change in,
or amendments to, the official position regarding the application or
interpretation of such laws, regulations or rulings, which is announced or
becomes effective on or after ____________, the Company determines it will be or
will become obligated to pay Additional Amounts as described below, or (b) any
act is taken by a taxing authority of the United States on or after
____________, whether such act is taken with respect to the Company or any
affiliate, that results in a substantial probability that the Company will or
may be required to pay such Additional Amounts, then the Company may, at its
option, redeem, as a whole, but not in part, the Notes on any Interest Payment
Date on not less than 30 nor more than 60 days' prior notice at a redemption
price equal to 100% of the principal amount to be redeemed, together with
interest accrued thereon to the Redemption Date; provided that the Company
determines, in its business judgment, that the obligation to pay such Additional
Amounts cannot be avoided by the use of reasonable measures available to it, not
including substitution of the obligor under the Notes. No redemption pursuant to
clause (b) above may be made unless the Company has delivered to the Trustee a
written opinion of independent legal counsel of recognized legal standing to the
effect that an act taken by a taxing authority of the United States has resulted
or will result in a substantial probability that it will or may be
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required to pay the Additional Amounts as described below and that the Company
is therefore entitled to redeem the Notes pursuant to their terms.
Subject to the exceptions and limitations set forth below, the
Company will pay as additional interest or principal, as the case may be, on the
Notes, all such Additional Amounts that are necessary in order that the net
payment by the Company or a Paying Agent of the principal of and interest on the
Notes to a person that is not a U.S. Holder, after deduction for any present or
future tax, assessment or governmental charge of the United States or a
political subdivision or taxing authority thereof or therein, imposed by
withholding with respect to the payment, will not be less than the amount
provided in the Notes to be then due and payable; provided however, that the
foregoing obligation to pay Additional Amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the Holder, or a fiduciary, settlor, beneficiary,
member or shareholder of the Holder, if the Holder is an estate, trust,
partnership or corporation for federal income tax purposes, or a person holding
a power over such an estate trust, partnership or corporation, or a person
holding a power over such an estate or trust administered by a fiduciary Holder,
being considered as:
1. (a) being or having been present or engaged in a trade or business in the
United States or having or having had a permanent establishment in the
United States;
2. (b) having a current or former connection with the United States,
including a connection as a citizen or resident thereof;
3. (c) being or having been a foreign or domestic personal holding company, a
passive foreign investment company or a controlled foreign corporation
with respect to the United States or a corporation that has accumulated
earnings to avoid United States federal income tax;
4. (d) being or having been a private foundation or other tax-exempt
organization;
5. (e) being or having been a "10-percent shareholder" of the Company as
defined in Section 871(h)(3) of the United States Internal Revenue Code or
any successor provision; or
6. (f) being a bank receiving payments on an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of its
trade or business;
(2) to any Holder that is not the sole beneficial owner of the
Notes, or a portion thereof, or that is a fiduciary or partnership, but only to
the extent that a beneficiary or settlor with respect to the fiduciary, a
beneficial owner or member of the partnership would not have been entitled to
the payment of an Additional Amount had the beneficiary, settlor, beneficial
owner or member received directly its beneficial or distributive share of the
payment;
(3) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the failure of the Holder or any other person to
comply with certification, identification or information reporting requirements
concerning the nationality, residence,
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identity or connection with the United States of the Holder or beneficial owner
of such Note, if compliance is required by statute or regulation of the United
States or of any political subdivision or taxing authority thereof or therein,
or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental
charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a Paying Agent from the payments
on or in respect of a Note;
(5) to a tax, assessment or governmental charge that is imposed or
withheld by reason of the presentation by or on behalf of the beneficial owner
of any Note for payment on a date more than 15 days after the payment becomes
due or is duly provided for, whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth
or personal property tax or a similar tax, assessment or governmental charge;
(7) to any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from any payment of principal of or interest on
any Note, if such payment can be made without such withholding by any other
Paying Agent; or
(8) in the case of any combination of items (1), (2), (3), (4), (5),
(6) and (7);
nor shall Additional Amounts be paid with respect to any payment on a Note to a
Holder who is a fiduciary or partnership or other than the sole beneficial owner
of such payment to the extent such payment would be required by the laws of the
United States (or any political subdivision thereof) to be included in the
income, for tax purposes, of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership or a beneficial owner who would not
have been entitled to the Additional Amounts had such beneficiary, settlor,
member or beneficial owner held its interest in the Note directly. For purposes
hereof, a "U.S. Holder" means a Holder that is (i) a citizen or resident of the
United States; (ii) a corporation (or other entity that is treated as a
corporation for U.S. federal tax purposes) that is created or organized in or
under the laws of the United States or any State or political subdivision
thereof (including the District of Columbia); (iii) an estate the income of
which is subject to U.S. federal income taxation regardless of its source; or
(iv) a trust if a court within the United States is able to exercise primary
supervision over its administration, and one or more United States persons have
the authority to control all of its substantial decisions.
This Note is a registered global note which has been deposited with
a custodian for, or on behalf of, DTC and registered in the name of Cede & Co.,
DTC's nominee. Beneficial interests in this Note may be held through either DTC
(in the United States) or Clearstream or Euroclear outside the United States.
If any Event of Default (as defined in the Indenture) with respect
to the Notes shall occur and be continuing, the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Notes may declare the
principal of all the Notes due and payable in the manner and with the effect
provided in the Indenture.
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The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of each 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 future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. 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 time,
place, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, and this Note duly executed by,
the Holder hereof or by his attorney duly authorized in writing and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, this Note is
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to the 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 none of the Company,
the Trustee or any such agent shall be affected by notice of the contrary.
All notices regarding the Notes shall be published (i) in a leading
English language daily newspaper of general circulation in London and (ii) in a
leading English language daily newspaper of general circulation in New York. It
is expected that such
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publication will be made in (i) the Financial Times or another daily newspaper
in London approved by the Trustee or, if this is not possible, in one other
English language daily newspaper approved by the Trustee with general
circulation in Europe and (ii) The Wall Street Journal (Eastern Edition) in New
York. Any such notice will be deemed to have been given on the date of the first
publication in all the relevant newspapers.
Until such time as any definitive Notes are issued, so long as the
Notes are held in its or their entirety on behalf of Euroclear and/or
Clearstream and DTC, publication in such newspapers may be replaced with the
delivery of the relevant notice to Euroclear and/or Clearstream and DTC for
communication by them to the Holders of the Notes. Any such notice shall be
deemed to have been given to the Holders of the Notes on the seventh day after
the day on which the said notice was given to Euroclear and/or Clearstream or
DTC.
All capitalized terms used in this Note and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM-- as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT-- ________________ Custodian ________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
__________________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_____________________________________
(Please insert social security or
other identifying number of assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
________________________________________________________________________________
Attorney to transfer said Notes on the books of the Company, with full power of
substitution in the premises.
Date:______________________________
________________________________________
________________________________________
(Signature Guarantee)
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