EXHIBIT 4(A)
[FORM OF SENIOR FIXED RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL UNSECURED AND UNSUBORDINATED
OBLIGATION OF BANKBOSTON CORPORATION (THE "CORPORATION"), IS NOT A SAVINGS
ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF THE
CORPORATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.
THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SENIOR
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY"), OR ITS NOMINEE, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN DEFINITIVE 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.
BENEFICIAL INTERESTS IN THIS CERTIFICATE WILL BE SHOWN ON, AND TRANSFERS
THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY AND
ITS PARTICIPANTS. BANKBOSTON, N.A. IN BOSTON, MASSACHUSETTS AND SECURITIES
TRANSFER and REPORTING SERVICES, INC. IN THE BOROUGH OF MANHATTAN, THE CITY OF
NEW YORK (COLLECTIVELY, THE "PAYING AGENTS") WILL ACT AS THE CORPORATION'S
PAYING AGENTS WITH RESPECT TO THIS NOTE. THE CORPORATION MAY AT ANY TIME RESCIND
THE DESIGNATION OF A PAYING AGENT, APPOINT A SUCCESSOR PAYING AGENT OR APPROVE A
CHANGE IN THE OFFICE THROUGH WHICH ANY PAYING AGENT ACTS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE CORPORATION OR ITS AGENTS FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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 PRINCIPAL AMOUNT
No. FX CUSIP No. ______________ ________________
BANKBOSTON CORPORATION
SENIOR MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT IN AUTHORIZED DENOMINATION:
(if other than U.S. dollars) SPECIFIED CURRENCY [_] $1,000 and integral multiples thereof
(only applicable if Specified Currency [_] Other:
is other than U.S. dollars)
[_] Yes [_] No
EXCHANGE RATE AGENT:
INTEREST PAYMENT DATE(S): REGULAR RECORD DATES
[_] At Maturity only (FOR NOTES WITH MATURITIES GREATER
[_] June 15 and December 15 THAN ONE YEAR):
[_] Other: [_] June 1 and December 1
[_] OTHER:
INITIAL REDEMPTION DATE: INITIAL REDEMPTION ANNUAL REDEMPTION
PERCENTAGE: PERCENTAGE REDUCTION:
OPTIONAL REPAYMENT
DATE(S):
DAY COUNT CONVENTION:
[ ] 30/360 FOR THE PERIOD FROM TO
[ ] ACTUAL/360 FOR THE PERIOD FROM TO
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
DEFAULT RATE: DISCOUNT NOTE:
[ ] Yes
[ ] No
Issue Price: %
OTHER PROVISIONS:
2
BankBoston Corporation, a Massachusetts corporation ("Issuer" or the
"Corporation", which terms include any successor corporation under the Senior
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal amount of
___________________, on the Stated Maturity Date specified above (except to the
extent redeemed or repaid prior to the Stated Maturity Date), and to pay
interest thereon at the Interest Rate per annum specified above, until the
principal hereof is paid or duly made available for payment, and (to the extent
that the payment of such interest shall be legally enforceable) at the Default
Rate per annum specified above on any overdue principal and premium, if any, and
on any overdue installment of interest.
The Corporation will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity Date, Redemption Date and Optional Repayment Date and the
date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Senior Indenture, being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date falls between a Regular
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Record Date (as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the Interest Payment Date immediately
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date. Unless otherwise specified above, the
"Regular Record Date" with respect to any Interest Payment Date shall be the
June 1 or December 1 (whether or not a Business Day (as defined below)), as the
case may be, next preceding the applicable Interest Payment Date. Interest on
this Note will accrue from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for or, if no interest has been
paid or duly provided for, from and including the Original Issue Date specified
above, to but excluding such Interest Payment Date or Maturity, as the case may
be. If the Maturity or an Interest Payment Date for this Note falls on a day
which is not a Business Day, the related payment of principal, premium, if any,
or interest will be made on the next succeeding Business Day with the same force
and effect as if made on such Maturity or Interest Payment Date, as the case may
be, and no interest shall accrue on the amount so payable for the period from
and after such Maturity or Interest Payment Date, as the case may be. The
interest so payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Senior 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 Payment Date.
Any such interest which is payable, but not punctually paid or duly provided for
on any Interest Payment Date (herein called "Defaulted Interest"), shall
forthwith cease to be payable to the registered Holder on such Regular Record
Date, and may be paid to the Person in whose name this Note 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 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Senior Indenture. Interest payable at Maturity will be payable to the Person to
whom the principal hereof shall be payable.
This Note will constitute Senior Indebtedness (as defined in the Senior
Indenture) ranking on a parity with other unsecured Senior Indebtedness of the
Corporation.
3
Reference herein to "this Note", "hereof", "herein" and comparable terms
shall include an Addendum hereto if an Addendum is specified above.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall for all purposes have the same force and
effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent by the manual signature of one of its authorized
signatories, this Note shall not be valid or obligatory for any purpose.
4
IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed.
BANKBOSTON CORPORATION
[SEAL] By:___________________________
Name:
Title:
Attest:
By: ________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This Note is one of the Securities
referred to in the Senior Indenture
referred to herein.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: BANKBOSTON, N.A., as
Authenticating Agent
By: ________________________________ Dated: ____________
Name:
Title:
5
[Reverse of Note]
BankBoston Corporation
Medium-Term Note
(Senior Fixed Rate)
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Corporation designated as its Senior Medium-Term
Notes (the "Notes"). The Notes are issued and to be issued under a Senior
Indenture dated as of June 15, 1992 (herein the "Senior Indenture"), between the
Corporation and Norwest Bank Minnesota, National Association, Trustee (the
"Trustee" which term shall include any duly appointed successor trustee acting
in such capacity), to which Senior Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Corporation, the Trustee and the Holders of the Securities and
the terms upon which the Securities are, and are to be, authenticated and
delivered. Copies of the Senior Indenture are on file and available for
inspection at the offices of the Trustee located at 6th Street and Marquette
Avenue, Minneapolis, Minnesota 55479 or at such other place or places the
Trustee shall designate by notice to the person in whose name this Note is
registered (the "Holder") on the Security Register (as defined below). The terms
of individual Notes may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment and
otherwise.
The Notes are issuable only in registered form without coupons in the
Authorized Denominations specified on the face hereof. As provided in the Senior
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes denominated as
authorized, as requested by the Holder surrendering the same.
Unless otherwise specified herein, payments of principal of and premium, if
any, and interest on this Note are payable by the Corporation in the Specified
Currency specified on the face hereof (or, if such Specified Currency is not at
the time of such payment legal tender for the payment of public and private
debts, in such other coin or currency of the country which issued such Specified
Currency as at the time of such payment is legal tender for the payment of such
debts). If the Specified Currency specified on the face hereof is other than
United States dollars, any such amounts paid by the Corporation will be
converted by the Exchange Rate Agent specified on the face hereof into United
States dollars for payment to the Holder of this Note.
If the Specified Currency on the face hereof is other than United States
dollars, any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on
the second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent)
selected by the Exchange Rate Agent and approved by the Corporation for the
purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all Holders of Foreign Currency Notes denominated
in a currency other than United States dollars scheduled to receive United
States dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the Holder of
6
this Note by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.
The Holder of this Note may elect to receive payment of the principal of
and premium, if any, and/or interest on this Note in the Specified Currency
specified on the face hereof by submitting a written request for such payment to
the Trustee at its principal corporate trust office in Minneapolis, Minnesota on
or prior to the applicable Record Date or at least fifteen calendar days prior
to the Maturity, as the case may be. Such written request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile transmission. The
Holder of this Note may elect to receive payment in the applicable Specified
Currency for all such principal, premium, if any, and interest payments and need
not file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice of any
such revocation must be received by the Trustee on or prior to the applicable
Record Date or at least fifteen calendar days prior to the Maturity, as the case
may be.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest in the Specified Currency
specified on the face hereof and the applicable Specified Currency is not
available due to the imposition of exchange controls or other circumstances
beyond the control of the Corporation, the Corporation shall be entitled to
satisfy its obligations to the Holder hereof by making such payment in United
States dollars on the basis of the Market Exchange Rate on the second Business
Day prior to such payment or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise provided herein. The "Market Exchange Rate" for a Specified
Currency other than United States dollars means the noon dollar buying rate in
The City of New York for cable transfer for such Specified Currency as certified
for customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. Any payment made under such circumstances in
United States dollars where the required payment is in a Specified Currency
other than United States dollars will not constitute an Event of Default under
the Senior Indenture with respect to this Note.
If the Holder of this Note shall have duly made an election to receive
payments of principal, premium, if any, or interest hereon in the Specified
Currency specified on the face hereof and such Specified Currency is a currency
unit that is unavailable due to the imposition of exchange controls or other
circumstances beyond the Corporation's control, then the Corporation shall be
entitled, but not required, to make any payments in respect of this Note in
United States dollars until such currency unit is again available. The amount of
each payment in United States dollars shall be computed on the basis of the
equivalent of the currency unit in United States dollars, which shall be
determined by the Exchange Rate Agent on the following basis. The component
currencies of the currency unit for this purpose (collectively, the "Component
Currencies" and each, a "Component Currency") shall be the currency amounts that
were components of the currency unit as of the last day on which the currency
unit was used. The equivalent of the currency unit in United States dollars
shall be calculated by aggregating the United States dollar equivalents of the
Component Currencies. The United States dollar equivalent of each of the
Component Currencies shall be determined by the Exchange Rate Agent on the basis
of the most recently available Market Exchange Rate for each such Component
Currency.
7
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder hereof.
Except as otherwise provided in the Senior Indenture and as set forth
below, the Notes will be represented by one or more global securities,
registered in the name of the Depositary or its nominee and ownership of the
Notes shall be maintained in book-entry form by the Depositary for the accounts
of participating organizations of the Depositary. This Note is exchangeable for
definitive Notes in registered form to persons other than the Depositary or its
nominee only if (a) the Depositary notifies the Corporation in writing that it
is no longer willing or able to continue as a depositary for the Notes or if the
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor depositary is not appointed by
the Corporation within ninety days after the effective date of the Depositary's
ceasing to act as depositary for the Notes, (b) the Corporation, at its option,
notifies the Trustee in writing that it elects to cause the issuance of Notes in
definitive form, or (c) any event shall have happened and be continuing which,
after notice or lapse of time, or both, would constitute an Event of Default
with respect to the Notes. In the event of such occurrences, upon the surrender
by the Depositary or a successor depositary of this Note the Corporation will
execute, and the Trustee will, upon the execution of the then standard form of
the Trustee's agreement for certificated securities and upon receipt of
instructions in writing from the Corporation, authenticate and deliver
securities of like tenor and terms in definitive form to each person that the
Depositary or a successor depositary identifies as the beneficial owner of an
interest in this Note in an aggregate principal amount equal to the principal
amount of Notes represented by this Note then outstanding in exchange for this
Note. Any such certificated security will be issued in fully registered form,
without coupons, in an Authorized Denomination specified on the face hereof.
Such certificated security may not subsequently be exchanged by a Holder for
Notes in denominations of less than the minimum Authorized Denomination
specified on the face hereof.
This Note is not subject to any sinking fund or to the defeasance or
covenant defeasance provisions of the Senior Indenture and, unless otherwise
provided above in accordance with the provisions of the following paragraphs, is
not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Corporation on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed prior
to the Stated Maturity Date. On and after the
8
Initial Redemption Date, if any, this Note may be redeemed at any time in whole
or from time to time in part in increments of $1,000 (or, if the Specified
Currency indicated on the face hereof is other than United States dollars, the
minimum Authorized Denomination specified on the face hereof) at the option of
the Corporation at the applicable Redemption Price (as defined below), together
with unpaid interest, if any, accrued hereon at the applicable rate payable to
the date of redemption (each such date, a "Redemption Date"), on written notice
given not more than 60 nor less than 30 calendar days prior to the Redemption
Date. In the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof. Whenever less than all the Notes at any time outstanding
are to be redeemed, the terms of the Notes to be so redeemed shall be selected
by the Corporation. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially be
the Initial Redemption Percentage, specified above, of the principal amount of
this Note to be redeemed and, if greater than 100%, shall decline at each
anniversary of the Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified above, of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder on the
Optional Repayment Date(s), if any, indicated above. If no Optional Repayment
Date(s) are set forth above, this Note is not subject to repayment at the option
of the Holder hereof prior to the Stated Maturity Date. On any Optional
Repayment Date, this Note shall be repayable in whole or in part in increments
of $1,000 (or, if the Specified Currency indicated on the face hereof is other
than United States dollars, in the minimum Authorized Denomination specified on
the face hereof) at the option of the Holder hereof at a repayment price equal
to the sum of (i) 100% of the unpaid principal amount to be repaid plus (ii)
accrued interest, if any, hereon at the applicable rate payable to the relevant
Optional Repayment Date. For this Note to be repaid in whole or in part at the
option of the Holder hereof, this Note must be received, with the form entitled
"Option to Elect Repayment" below duly completed, by one of the Paying Agents at
its office, or such address which the Corporation shall from time to time notify
the Holders of the Notes, not more than 60 nor less than 30 days prior to the
relevant Optional Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable. In the event of repayment of this Note in
part only, a new Note for the unrepaid portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
While this Note is held by or on behalf of the Depositary, and registered
in the name of the Depositary or the Depositary's nominee, the option for
repayment may be exercised by the applicable participant that has an account
with the Depositary, on behalf of the beneficial owners of this Note, by
delivering a written notice substantially similar to the above mentioned form to
one of the Paying Agents at its office (or such other address of which the
Corporation shall from time to time notify the Holders), not more than 60 nor
less than 30 days prior to the date of repayment. Notices of elections from
participants on behalf of beneficial owners of this Note to exercise their
option to have the interests of such beneficial owners in this Note repaid must
be received by one of the Paying Agents not later than 5:00 P.M., New York City
time, on the last day for giving such notice. In order to ensure that a notice
is received by one of the Paying
9
Agents on a particular day, the beneficial owner of this Note must so direct the
applicable participant before such participant's deadline for accepting
instructions for that day. Different firms may have different deadlines for
accepting instructions from their customers. Accordingly, beneficial owners of
this Note should consult the participants through which they own their interest
herein for the respective deadlines for such participants. All notices shall be
executed by a duly authorized officer of such participant (with signature
guaranteed) and shall be irrevocable. In addition, beneficial owners of this
Note shall effect delivery at the time such notices of election are given to the
Depositary by causing the applicable participant to transfer such beneficial
owner's interest in this Note, on the Depositary's records, to the Trustee.
Interest payments on this Note shall include interest accrued from and
including the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to but excluding the related
Interest Payment Date or Maturity, as the case may be. Interest payments for
this Note shall be computed and paid on the basis of a 360-day year of twelve
30-day months if the Day Count Convention specified above is "30/360" for the
period specified thereunder, on the basis of the actual number of days in the
related month and a 360-day year if the Day Count Convention specified above is
"Actual/360" for the period specified thereunder or on the basis of the actual
number of days in the related year and month if the Day Count Convention
specified above is "Actual/Actual" for the period specified thereunder.
As used herein, "Business Day" means, unless otherwise specified above, any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York or Boston, Massachusetts;
provided, however, that, if the Holder hereof shall have duly made an election
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to receive payments of principal of and premium, if any, and/or interest on this
Note in the Specified Currency specified on the face hereof, such day is also
not a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing such Specified Currency unless the
Specified Currency is euro, in which case such day is also not a day on which
the Trans-European Automated Real-Time Gross Settlement Express Target (TARGET)
System is closed. "Principal Financial Center" means the capital city of the
country issuing the Specified Currency, except that with respect to U.S.
dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch guilders,
South African rand and Swiss francs, the "Principal Financial Center" shall be
The City of New York, Melbourne, Toronto, Frankfurt, Amsterdam, Johannesburg and
Zurich, respectively.
Any provision contained herein with respect to the calculation of the rate
of interest applicable to this Note, its Interest Payment Dates or any other
matter relating hereto may be modified as specified in an Addendum relating
hereto if so specified above.
If an Event of Default (as defined in the Senior Indenture) with respect to
the Notes shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect provided in the
Senior Indenture.
If this Note is specified on the face hereof as a Discount Note, the amount
payable to the Holder of this Note in the event of redemption, repayment or
acceleration of maturity of this
10
Note will be equal to the sum of (1) the Issue Price specified on the face
hereof (increased by any accruals of the Discount, as defined below) and, in the
event of any redemption of this Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (2) any unpaid interest accrued thereon to the
Redemption Date, Repayment Date or date of acceleration of maturity, as the case
may be. The difference between the Issue Price and 100% of the principal amount
of this Note is referred to herein as the "Discount."
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period), a constant coupon
rate equal to the initial interest rate applicable to this Note and an
assumption that the maturity of this Note will not be accelerated. If the period
from the Original Issue Date to the initial Interest Payment Date (the "Initial
Period") is shorter than the compounding period for this Note, a proportionate
amount of the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then such period will be
divided into a regular compounding period and a short period, with the short
period being treated as provided in the preceding sentence.
The Senior Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Securities of each series to be
affected under the Senior Indenture at any time by the Corporation and the
Trustee with the consent of the Holders of 66 2/3% in aggregate principal amount
of the Securities at the time Outstanding, as defined in the Senior Indenture,
of each series affected thereby. The Senior Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Outstanding Securities of each series at the time, on behalf of the Holders
of all Securities of each series, to waive compliance with certain provisions of
the Senior Indenture and certain past defaults under the Senior 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.
No reference herein to the Senior Indenture and no provision of this Note
or of the Senior Indenture shall alter or impair the obligation of the
Corporation, which is absolute and unconditional, to pay the principal of and
interest on this Note at the time, place and rate or formula, and in the coin or
currency, herein prescribed.
As provided in the Senior Indenture and subject to certain limitations
therein set forth, this registered Note may be presented for transfer (duly
endorsed or accompanied by a written instrument of transfer, if so required by
the Corporation or the Security Registrar) or exchanged for other Notes of the
same series at the office of Securities Transfer and Reporting Services, Inc. in
The City of New York or the principal office of BankBoston, N.A. in The City of
Boston.
11
No service charge shall be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Corporation or the Trustee and any agent of the Corporation 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 Corporation,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Note and the Senior Indenture shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.
All terms used in this Note which are defined in the Senior Indenture shall
have the meanings assigned to them in the Senior Indenture.
12
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with interest
to the repayment date, to the undersigned, at __________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, one of the Paying Agents must receive at its
office, or at such other place or places of which the Corporation shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown above, this Note with
this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000 (or, if the
Specified Currency indicated on the face hereof is other than United States
dollars, the minimum Authorized Denomination specified on the face hereof))
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be an Authorized Denomination) 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).
$_______________________ _____________________________________________
NOTICE: The signature on this Option to Elect
Date____________________ 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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ASSIGNMENT/TRANSFER FORM
------------------------
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Social Security or Taxpayer
Identification No.) ____________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(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 Corporation with full power of substitution in the premises.
Dated: _____________ ________________________________________
NOTICE: The signature of the registered Holder 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
whatsoever.
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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
UNIF GIFT MIN ACT--......................Custodian....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
............................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
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