Exhibit 4(b)(14)
Form of IncomeNotes(SM) (CPI-Linked 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 A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) 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 SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED $
No. FL- CUSIP #
THE BEAR STEARNS COMPANIES INC.
IncomeNotes(SM)
(LINKED TO THE CONSUMER PRICE INDEX)
Original Issue Date: Interest Reset Date(s):
Maturity Date: Interest Reset Period:
Interest Rate Basis: Linked to the Interest Payment Date(s):
Consumer Price Index ("CPI")
Initial Interest Rate: Interest Payment Period:
Index Maturity: Interest Determination Date(s):
Spread (plus or minus): Redeemable On and After:
Maximum Interest Rate: Optional Repayment Date(s):
Minimum Interest Rate: Survivor's Option: Yes___ No___
Minimum Denominations: $1,000 increased in multiples of $1,000
+ The interest rate for each Interest Payment Period during the term of the
Notes following the initial Interest Payment Period will be the rate determined
as of the applicable Interest Determination Date pursuant to the following
formula:
[(CPI(subscript: t) - CPI(subscript: t-12)) / CPI(subscript: t-12)] + ___%
CPI(subscript: t) = Current Index Level of CPI (as defined below), as
published on Bloomberg CPURNSA; and
CPI(subscript: t-12) = Index Level of CPI 12 months prior to
CPI(subscript: t).
In no case, however, will the interest rate for the Notes be less than the
Minimum Interest Rate.
CPI is the non-seasonally adjusted U.S. City Average All Items Consumer
Price Index for All Urban Consumers, published monthly by the Bureau of Labor
Statistics. CPI(subscript: t) for each Interest Reset Date is the CPI for the
third calendar month prior to such Interest Reset Date as published and reported
in the second calendar month prior to such Interest Reset Date.
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 shown above (the
"Maturity Date") and to pay interest thereon at the rate per annum equal to the
Initial Interest Rate shown above until the first Interest Reset Date shown
above following the Original Issue Date shown above and thereafter at a rate
determined in accordance with the provisions shown above and on the reverse
hereof under the heading "Consumer Price Index," 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) monthly,
quarterly, semiannually or annually as indicated above on each Interest Payment
Date shown above commencing with the first Interest Payment Date shown above
immediately following the Original Issue Date shown above, and on the Maturity
Date, or, if applicable, the Redemption Date or Optional Repayment Date;
provided, however, that if the Original Issue Date shown above is between a
Regular Record Date (as defined below) and an Interest Payment Date, interest
payments will commence on the Interest Payment Date following the next
succeeding Regular Record Date; and provided, further, however, that if an
Interest Payment Date, Maturity Date, Redemption Date, Optional Repayment Date
or repayment date on exercise of a Survivor's Option (as defined on the reverse
hereof) would fall on a day that is not a Business Day (as defined on the
reverse hereof), unless otherwise specified on the face hereof, the related
payment of principal, premium, if any, or interest shall be made on the
following day that is a Business Day, and no interest shall accrue for the
period from and after that Interest Payment Date, Maturity Date, Redemption
Date, Optional Repayment Date or repayment date on exercise of a Survivor's
Option, as the case may be, to the next Business Day. The "Regular Record Date"
shall be the date whether or not a Business Day 15 calendar days immediately
preceding such Interest Payment Date, unless otherwise specified on the face
hereof.
The interest so payable, and punctually paid or duly provided for, on the
Interest Payment Dates referred to above, 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
for such interest, provided, however, that interest payable on the Maturity
Date, or if applicable, the Redemption Date, Optional Repayment Date or
repayment date on exercise of a Survivor's Option, will be paid to the Person to
whom the principal of this Note is payable. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment 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
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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, Redemption Date,
Optional Repayment Date or repayment date on exercise of a Survivor's Option, 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 (or such other principal
amount specified on the face hereof) 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.
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.
This Note is one of the series of Medium-Term Notes, Series B, of
the Company.
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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated:
THE BEAR STEARNS COMPANIES INC.
By:_____________________________________
Executive Vice President and Chief
Financial Officer
ATTEST:
______________________________
Secretary
[Corporate Seal]
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.
IncomeNotes(SM)
(FLOATING RATE)
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 amended (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 Medium-Term Notes,
Series B (the "Notes"). The Notes of this series may be issued at various times
with different maturity dates, redemption dates and different principal
repayment provisions, may bear interest at different rates and may otherwise
vary, all as provided in the Indenture.
The interest payable on this Note on each Interest Payment Date will
include accrued interest from and including the Original Issue Date or from and
including the last date in respect of which interest has been paid, as the case
may be, to, but excluding, such Interest Payment Date, except that the interest
payment at the Maturity Date, Redemption Date, Optional Repayment Date or
repayment date on exercise of a Survivor's Option will include interest accrued
to but excluding such date. Accrued interest from the Original Issue Date or
from the last date to which interest has been paid is calculated by multiplying
the principal amount hereof by an accrued interest factor. Such accrued interest
factor is computed by adding the interest factors calculated for each day from
the Original Issue Date, or from the last date to which interest has been paid,
to the date for which accrued interest is being calculated. The interest factor
(expressed as a decimal calculated to seven decimal places without rounding) for
each such day is computed by dividing the interest rate applicable to such day
by 360. The interest rate in effect on each day will be (a) if such day is an
Interest Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to such Interest Reset Date or (b) if such day is
not an Interest Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to the next preceding Interest Reset Date;
provided, however, that (i) the interest rate in effect from the Original Issue
Date to the first Interest Reset Date will be the Initial Interest Rate as
specified on the face hereof and (ii) the interest rate in effect for the ten
calendar days
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immediately prior to maturity will be that in effect on the tenth calendar day
preceding maturity. Notwithstanding the foregoing, if the rate at which interest
is payable is adjusted daily or weekly, such rate of interest shall be adjusted
until the Interest Reset Date immediately preceding the Maturity Date.
Notwithstanding the foregoing, the interest rate hereon shall not be greater
than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate,
if any, shown on the face hereof. All percentages resulting from any
calculations will be rounded, if necessary, to the nearest one
hundred-thousandth of a percent, with five one-millionths of a percent being
rounded upwards. In addition, the interest rate hereon shall in no event be
higher than the maximum rate, if any, permitted by applicable law.
Commencing with the first Interest Reset Date shown on the face
hereof following the Original Issue Date, and thereafter on each succeeding
Interest Reset Date specified on the face hereof, the rate at which interest on
this Note is payable shall be adjusted daily, weekly, monthly, quarterly,
semiannually or annually as specified on the face hereof under "Interest Reset
Date(s)." Each such adjusted rate shall be applicable on and after the Interest
Reset Date to which it relates to but not including the next succeeding Interest
Reset Date or until the Maturity Date or, if applicable, the Redemption Date,
Optional Repayment Date or repayment date on exercise of a Survivor's Option, as
the case may be. Unless otherwise shown on the face hereof, the Interest Reset
Date will be, if this Note resets daily, each Business Day; if this Note resets
weekly, the Wednesday of each week; if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the third Wednesday of
March, June, September and December; if this Note resets semiannually, the third
Wednesday of the two months specified on the face hereof; and if this Note
resets annually, the third Wednesday of the month specified on the face hereof.
Subject to applicable law and except as specified herein, on each Interest Reset
Date, the rate of interest on this Note shall be the rate determined in
accordance with the provisions applicable below, plus or minus the Spread (as
specified on the face hereof), if any. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding day that is a Business Day. "Business Day"
means with respect to any Note, any day that is not a Saturday or Sunday, and
that is neither a legal holiday nor a day on which banking institutions or trust
companies in New York City are authorized or obligated by law to close.
The Interest Determination Date pertaining to an Interest Reset Date
will be the fifth Business Day prior to the applicable Interest Payment Date.
Interest payable hereon will be payable monthly, quarterly, semiannually or
annually (the "Interest Payment Period") as specified on the face hereof. Unless
otherwise shown on the face hereof, interest will be payable, if this Note
resets daily, weekly or monthly, on the third Wednesday of each month or on the
third Wednesday of March, June, September and December, of each year; if this
Note resets quarterly, on the third Wednesday of March, June, September and
December, of each year; if this Note resets semiannually, on the third Wednesday
of the two months of each year specified on the face hereof; and if this Note
resets annually, on the third Wednesday of the month specified on the face
hereof (each such date being an "Interest Payment Date") and in each case, at
maturity or, if applicable, upon redemption or optional repayment.
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Consumer Price Index. The amount of interest payable on the Notes on
each Interest Payment Date will be linked to changes in the Consumer Price
Index. The Consumer Price Index for purposes of the Notes is the non-seasonally
adjusted U.S. City Average All Items Consumer Price Index for All Urban
Consumers ("CPI"), published monthly by the Bureau of Labor Statistics of the
U.S. Department of Labor ("BLS") and reported on Bloomberg CPURNSA or any
successor service. The CPI for a particular month is published during the
following month. The CPI is expressed in relative terms in relation to a time
base reference period for which the level is set at 100.0. The base reference
period for the Notes is the 1982-1984 average.
If the CPI is not reported on Bloomberg CPURNSA for a particular
month by 3:00 PM on a Interest Reset Date, but has otherwise been published by
the BLS, the Calculation Agent will determine the CPI as published by the BLS
for such month using such other source as it deems appropriate.
In calculating CPI(subscript: t) and CPI(subscript: t-12) the
Calculation Agent will use the most recently available value of the CPI for any
month, determined as described above on the applicable Interest Reset Date, even
if such value has been adjusted from a prior reported value for the relevant
month. However, if a value of CPI(subscript: t) and CPI(subscript: t-12) used by
the Calculation Agent on any Interest Reset Date to determine the interest rate
on the Notes (an "Initial CPI") is subsequently revised by the BLS, the
Calculation Agent will continue to use the Initial CPI, and the interest rate
determined will not be revised. If the CPI is rebased to a different year or
period, the base reference period for the Notes will continue to be the
1982-1984 reference period as long as the 1982-1984 CPI continues to be
published.
If, while the Notes are outstanding, the CPI is discontinued or
substantially altered, as determined in the sole discretion of the Calculation
Agent, the applicable substitute index for the Notes will be that chosen by the
Secretary of the Treasury for the Department of Treasury's Inflation-Linked
Treasuries as described at 62 Federal Register 846-874 (January 6, 1997). If no
such securities are outstanding, the Calculation Agent will determine a
substitute index for the Notes in accordance with general market practice at the
time.
The Calculation Agent for the Notes will be Bear, Stearns & Co. Inc.
All determinations made by the Calculation Agent will be at the sole discretion
of the Calculation Agent and will, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder hereof and the Company.
Redemption at the option of the Company. If so specified on the face
of this Note, this Note may be redeemed by the Company on and after the date so
indicated on the face hereof. If no such date is set forth on the face hereof,
this Note may not be redeemed prior to maturity. On and after such date, if any,
from which this Note may be redeemed, unless otherwise specified on the face
hereof, this Note may be redeemed in whole or in part in increments of $1,000
(provided, unless a different minimum denomination is set forth on the face
hereof, that any remaining principal amount of this Note shall be at least
$1,000) at the option of the Company, at a redemption price equal to 100% of the
principal amount to be redeemed, together with interest thereon payable to the
Redemption Date, on notice given, unless otherwise specified on the face hereof,
not more than 60 nor less than 30 days prior to the Redemption
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Date. If less than all the Outstanding Notes having such terms as specified by
the Company are to be redeemed, the particular Notes to be redeemed shall be
selected by the Trustee not more than 60 days prior to the Redemption Date from
the Outstanding Notes having such terms as specified by the Company not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate. The notice of such redemption shall specify which Notes are to
be redeemed. In the event of redemption of this Note, in part only, a new Note
or Notes in authorized denominations for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the surrender hereof.
Repayment at the option of the Holder. If so specified on the face
of this Note, this Note will be subject to repayment at the option of the Holder
hereof on the Optional Repayment Date(s). Except as otherwise specified herein,
if no Optional Repayment Date is set forth on the face hereof, this Note may not
be repaid at the option of the Holder prior to maturity. Unless otherwise
specified on the face hereof, on and after the Optional Repayment Date, if any,
from which this Note may be repaid at the option of the Holder, this Note shall
be repayable in whole or in part in increments of $1,000 (provided, unless a
different minimum denomination is set forth on the face hereof, that any
remaining principal amount of this Note shall be at least $1,000) at a repayment
price equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the Optional Repayment Date. For this Note to be repaid in
whole or in part at the option of the Holder hereof, the Trustee must receive
not less than 30 nor more than 60 days prior to the Optional Repayment Date (i)
this Note with the form entitled "Option to Elect Repayment," which appears
below, duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or trust company in
the United States of America setting forth the name of the Holder of this Note,
the principal amount of this Note, the certificate number of this Note or a
description of this Note's tenor or terms, the principal amount of this Note to
be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that this Note with the form entitled "Option to Elect
Repayment," which appears below, duly completed, will be received by the Trustee
no later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter and this Note and such form duly completed are
received by the Trustee by such fifth Business Day. Exercise of the repayment
option shall be irrevocable.
Repayment upon death of the Beneficial Owner. If so specified on the
face of this Note, unless this Note has been declared due and payable before its
Maturity Date by reason of an Event of Default under the Indenture, or has been
previously redeemed or otherwise repaid, the Authorized Representative (as
defined below) of a deceased Beneficial Owner (as defined below) of this Note
has the right to request repayment before the Maturity Date of all or part of
the deceased Beneficial Owner's interest in this Note, and the Company will be
obligated to repay that portion of this Note (the Survivor's Option"). If the
Survivor's Option is not set forth on the face hereof, this Note may not be
repaid upon death of the Beneficial Owner. The "Beneficial Owner" is a Person
who has the right, immediately prior to such Person's death, to receive the
proceeds from the disposition of this Note, as well as the right to receive
payment of the principal hereof. The "Authorized Representative" of the
Beneficial Owner is a Person who has the right to sell, transfer or otherwise
dispose of an interest in this Note and the right to receive the proceeds
hereof, as well as the interest and principal payable to the Beneficial Owner
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of this Note, under the laws of the applicable jurisdiction. To validly exercise
the Survivor's Option, this Note must have been acquired by the deceased
Beneficial Owner at least six months prior to the date of the request.
The Company will not be obligated to repay:
o On behalf of any individual deceased Beneficial Owner any interest
or interests in this Note that in the aggregate exceeds $250,000 in
any calendar year (the "Individual Limitation"), or
o in any calendar year, the greater of $2,000,000 or two percent of
the outstanding aggregate principal amount of all IncomeNotes(SM)
outstanding as of December 31 of the immediately preceding calendar
year (the "Aggregate Limitation").
If this tendered Note is not accepted in any calendar year due to
the application of either of the limitations set forth above, this Note will be
deemed to be tendered in the following calendar year in the order in which it
was originally tendered. If, despite being tendered through a valid exercise of
the Survivor's Option, this Note is not accepted, the Trustee will deliver a
notice by first-class mail to the Authorized Representative of the deceased
Beneficial Owner that states the reason that this Note has not been accepted for
repayment.
The Company may, at its option, repay interests of a deceased
Beneficial Owner in excess of the Individual Limitation. Any optional repayment
by the Company of this kind, to the extent it exceeds the Individual Limitation
for any deceased Beneficial Owner, will not be included in the computation of
the Aggregate Limitation for repayment of this Note. The Company may also, at
its option, repay interests of the deceased Beneficial Owner in this Note in an
aggregate principal amount exceeding the Aggregate Limitation. Any optional
repayment by the Company of this kind, to the extent it exceeds the Aggregate
Limitation, will not reduce the Aggregate Limitation for such calendar year.
Upon any determination by the Company to repay this Note in excess of the
Individual Limitation or the Aggregate Limitation, this Note will be repaid in
the order of receipt of the repayment request by the Trustee.
The Survivor's Option may only be exercised by the Authorized
Representative of the deceased Beneficial Owner. An Authorized Representative of
a deceased Beneficial Owner may initiate a request for repayment at any time,
provided that this Note was acquired by the deceased Beneficial Owner at least
six months prior to the date of the request, and in any principal amount, as
long as the principal amount is in integral multiples of $1,000, unless
otherwise specified on the face hereof. The Authorized Representative must
deliver its request to the Participant (as defined below) through which the
deceased Beneficial Owner owned an interest in this Note. "Participant" means an
institution that has an account with the depositary for this Note, which, unless
otherwise specified on the face hereof, will be The Depository Trust Company.
The request for repayment must be in a form satisfactory to the Participant and
must be accompanied by evidence of the death of the Beneficial Owner, evidence
that this Note was acquired by the deceased Beneficial Owner at least six months
prior to the request, evidence of the authority of the Authorized Representative
satisfactory to the Participant, any waivers, notices or certificates that may
be required under applicable state or federal law and any other evidence of the
right to the repayment that the Participant requires. The request must specify
the principal amount of the interest in this Note to be repaid, which amount
must be in integral multiples of $1,000, unless otherwise specified on the face
hereof. Subject to the rules and
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arrangements applicable to the depositary, the Participant will then need to
deliver to the depositary a request for repayment substantially in the form
attached hereto as Appendix A.
On receipt of a valid repayment request, the depositary will need to
forward the request to the Trustee. The Trustee is required to maintain records
with respect to repayment requests received by it, including the date of receipt
and the name of the Participant filing the repayment request. The Trustee will
promptly file with the Company each repayment request it receives. The Company,
the depositary and the Trustee:
o may conclusively assume, without independent investigation, that the
statements contained in each repayment request are true and correct;
and
o will have no responsibility:
o for reviewing any documents submitted to the Participant by
the Authorized Representative or for determining whether the
applicable decedent is in fact the Beneficial Owner of the
interest in this Note to be repaid or is in fact deceased; and
o for determining whether the Authorized Representative is duly
authorized to request repayment on behalf of the applicable
Beneficial Owner.
In addition, the Company and the Trustee have no responsibility for
the actions of the depositary or any Participant, or any other financial
institution through which any interest in this Note may be held, with regard to
repayment requests, including any failure to make, or any delay in making, such
a request on the part of the depositary, any Participant or any such other
institution. Any Authorized Representative wishing to request a repayment of
this Note will need to contact the relevant Participant through which the
Authorized Representative's interests in this Note are held or, if those
interests are held through a Participant indirectly through an account at
another financial institution, instruct that institution to contact the
Participant to make the necessary arrangements to ensure that the request is
made in a proper and timely manner.
Subject to the Individual Limitation and the Aggregate Limitation,
the Company will, after the death of any Beneficial Owner, repay the interest of
the Beneficial Owner in this Note on the first Interest Payment Date that occurs
30 or more calendar days after its acceptance of a repayment request from the
Trustee, or as otherwise set forth on the face hereof. Subject to the
limitations set forth above, each requested repayment will be accepted in the
order that the requests are received by the Trustee. If repayment requests
exceed the Aggregate Limitation, then excess repayment requests will be applied,
in the order received by the Trustee, to successive subsequent periods,
regardless of the number of subsequent periods required to repay the interests.
The Company may at any time notify the Trustee that it will repay, on a date not
less than 30 nor more than 60 days after the date of the Company's acceptance of
such repayment request, all or any lesser amount of Notes for which repayment
requests have been received but that are not then eligible for repayment by
reason of the Individual Limitation or the Aggregate Limitation. If the Company
does so, Notes will be repaid in the order of receipt of repayment requests by
the Trustee.
The Company will pay 100% of the principal amount plus any unpaid
interest accrued to (but excluding) the repayment date for the portion of this
Note it repays in accordance with a repayment request by the Authorized
Representative of a deceased Beneficial Owner.
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Subject to arrangements with the depositary, payment for interests in this Note
to be repaid will be made to the depositary in the aggregate principal amount
specified in the repayment requests submitted to the Trustee by the depositary
that are to be fulfilled in connection with the payment upon presentation of
this Note to the Trustee for repayment. The principal amount of any portion of
this Note redeemed or repaid by the Company other than by repayment at the
option of any Authorized Representative of a deceased Beneficial Owner under the
procedures described in this Note will not be included in the computation of
either the Individual Limitation or the Aggregate Limitation.
The death of a Person owning this Note in joint tenancy or tenancy
by the entirety with another or others will be deemed the death of the owner of
this Note, and the entire principal amount of this Note so owned will be subject
to repayment. The death of a Person owning this Note by tenancy in common will
be deemed the death of an owner of this Note only with respect to the deceased
owner's interest in this Note. However, if this Note is held by husband and wife
as tenants in common, the death of either spouse will be deemed the death of the
owner of this Note, and the entire principal amount of this Note so owned will
be subject to repayment.
The death of a Person who, immediately prior to his or her death,
was entitled to substantially all of the rights of a Beneficial Owner of an
interest in this Note will be deemed the death of the Beneficial Owner,
regardless of the recordation of the interest on the records of the Participant,
if the decedent's rights are established to the satisfaction of the Participant.
Rights of this kind will be deemed to exist in typical cases of nominee
ownership, ownership under the Uniform Gifts to Minors Act or the Uniform
Transfers to Minors Act, community property or other similar joint ownership
arrangements, including individual retirement accounts or Keogh H.R. 10 plans
maintained solely by or for the decedent or by or for the decedent and any
spouse, and trust and certain other arrangements where one Person has
substantially all of the rights of a Beneficial Owner during that Person's
lifetime.
If a repayment request is presented on behalf of a deceased
Beneficial Owner and has not been fulfilled at the time the Company gives notice
of its election to redeem this Note, the portion of this Note that is the
subject of the pending repayment request will be repaid before any other
remaining portion of this Note.
Any repayment request may be withdrawn by the Authorized
Representative upon delivery of a written request for withdrawal given by the
Participant on behalf of the Person(s) to the depositary and by the depositary
to the Trustee not less than 30 days before the repayment.
All questions as to the eligibility or validity of any exercise of
the Survivor's Option will be determined by the Company in its sole discretion.
The Company's determination will be final and binding on all parties.
During any time in which this Note is not represented by a global
security and is issued in definitive form:
o all references in this Note to Participants and the
depositary, including the depositary's governing rules,
regulations and procedures, will be deemed deleted;
o all determinations that the Participants are required to make
as described in this section will be made by the Company,
including, without limitation, determining
-11-
whether the applicable decedent is in fact the Beneficial
Owner of the interest in this Note to be repaid or is in fact
deceased and whether the Authorized Representative is duly
authorized to request repayment on behalf of the applicable
Beneficial Owner; and
o all repayment requests, to be effective, must
o be delivered by the Authorized Representative to the
Trustee, with a copy to the Company;
o if required by the Trustee and the Company, be
substantially in the form of the repayment request
attached hereto as Appendix A, with appropriate changes
mutually agreed to by the Trustee and the Company to
reflect the fact that the repayment request is being
executed by an Authorized Representative, including
provision for signature guarantees; and
o be accompanied by this Note or, if applicable, a
properly executed assignment or endorsement, in addition
to all documents that are otherwise required to
accompany a repayment request. If the record interest in
this Note is held by a nominee of the deceased
Beneficial Owner, a certificate or letter from the
nominee attesting to the deceased's ownership of a
beneficial interest in this Note must also be delivered.
* * *
If an Event of Default 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.
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.
-12-
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.
Unless otherwise specified on the face hereof, the Notes are
issuable only in registered form without coupons in denominations of $1,000. 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 denomination 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 neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
The interest rate payable with respect to this Note shall in no
event be higher than the maximum rate, if any, permitted by applicable law.
All capitalized terms used in this Note and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.
-13-
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.
----------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion thereof specified below) pursuant to its
terms on _____________, 20__ (the "Optional Repayment Date") at a price equal to
the principal amount thereof, together with interest to the Optional Repayment
Date, to the undersigned at
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned.)
For this Note to be repaid the Trustee must receive at 4 New York
Plaza, New York, New York 10004, Attention: Debt Operations -- 13th Floor, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not more than 60 days nor less than 30 days prior to
the Optional Repayment Date, this Note with this "Option to Elect Repayment"
form duly completed.
-14-
If less than the entire principal amount of this Note is to be
repaid, specify the portion thereof (which shall be increments of $1,000) which
the Holder elects to have repaid: $______________; and specify the denomination
or denominations (which, unless a different minimum denomination is set forth on
the face hereof, shall be $1,000) of the Notes to be issued to the Holder for
the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):
$________________.
Date:____________________ ________________________________________________
Note: The signature to this Option to Elect
Repayment must correspond with the same as written
upon the face of this Note in every particular
without alteration or enlargement.
----------
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 Note on the books of the Company, with full power of
substitution in the premises.
Dated: _____________________________
________________________________________
_______________________________________
(Signature Guarantee)
-15-
Appendix A
Form of Repayment Request
THE BEAR STEARNS COMPANIES INC.
Consumer Price Index-Linked Notes due ______
CUSIP NO. __________
The undersigned, [_______________________] (the "Participant"), does
hereby certify, pursuant to the provisions of the Indenture dated as of May 31,
1991, as amended, modified or supplemented from time to time (the "Indenture")
by and between The Bear Stearns Companies Inc. (the "Issuer") and JPMorgan Chase
Bank (formerly, The Chase Manhattan Bank), as trustee (the "Trustee"), to The
Depository Trust Company (the "Depositary"), to the Issuer and to the Trustee
that:
1. [Name of deceased Beneficial Owner] is deceased.
2. [Name of deceased Beneficial Owner] had a $[_____] interest in the
above-referenced Notes.
3. [Name of Authorized Representative] is [Beneficial Owner's personal
representative/other Person authorized to represent the estate of the
Beneficial Owner/surviving joint tenant/surviving tenant by the
entirety/trustee of a trust] of [Name of deceased Beneficial Owner] and
has delivered to the undersigned a request for repayment in form
satisfactory to the undersigned, requesting that $ [_____] principal
amount of said Notes be repaid in accordance with the Indenture. The
documents accompanying such request, all of which are in proper form, are
in all respects satisfactory to the undersigned and [Name of Authorized
Representative] is entitled to have the Notes to which this repayment
request relates repaid.
4. The Participant holds the interest in the Notes with respect to which this
repayment request is being made on behalf of [Name of deceased Beneficial
Owner].
5. The Participant hereby certifies that it will indemnify and hold harmless
the Depositary, the Trustee and the Issuer (including their respective
officers, directors, agents, attorneys and employees), against all
damages, loss, cost, expense (including reasonable attorneys' and
accountants' fees), obligations, claims or liability incurred by the
indemnified party or parties as a result of or in connection with the
repayment of Notes to which this repayment request relates. The
Participant will, at the request of the Issuer, forward to the Issuer a
copy of the documents submitted by [name of Authorized Representative] in
support of the request for repayment.
IN WITNESS WHEREOF, the undersigned has executed this repayment
request as of [___ _, 20__].
[Participant Name]
By:____________________________________
Name:
Title: