Exhibit 4(v)
Form of Permanent Global Registered Fixed Rate Note
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
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 DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO A NOMINEE FOR DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCESSOR DEPOSITORY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO AMERICAN
EXPRESS COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &CO. OR TO SUCH OTHER
ENTITY 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 TRANSER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEROF, CEDE & CO., HAS AN INTEREST HEREIN.
AMERICAN EXPRESS CREDIT CORPORATION
$_______ ___% Notes due __________, ______
REGISTERED CUSIP No.
No.
AMERICAN EXPRESS CREDIT CORPORATION, a Delaware corporation (herein
referred to as the "Company"), for value received, hereby promises to pay CEDE
& CO., or registered assigns, the principal sum of $________ on _____, 20__
and to pay interest semiannually on ______ and _________, commencing _______,
20__ on said principal sum at the rate per annum specified in the title of
these Notes, from ______, 20__, until the principal thereof is paid or made
available for payment.
Reference is hereby made to the further provisions of this global Note (the
"Global Note") set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth in this place.
This Global Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee under the Indenture referred to herein.
IN WITNESS WHEREOF, American Express Company has caused this Global Note to
be duly executed under its corporate seal.
Dated: ______, 20__
TRUSTEE'S CERTIFICATE AMERICAN EXPRESS CREDIT CORPORATION
AUTHENTICATION
By:
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Name:
Title:
This is one of the Securities described
in the within-mentioned Indenture.
Attest:
U.S. BANK TRUST NATIONAL
ASSOCIATION
As Trustee
By:
-----------------------------------
Name:
Title:
By:
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Authorized Signatory
REVERSE OF GLOBAL NOTE
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness (hereinafter called the "Securities") of the Company,
all such Securities issued and to be issued under an indenture dated as of
September 1, 1987, between the Company and U.S. Bank Trust National Association
(as successor to Security Pacific National Trust Company (New York)), as
trustee, as supplemented by a First Supplemental Indenture, dated as of November
1, 1987, between the Company and Bank of Montreal Trust Company, as trustee, a
Second Supplemental Indenture, dated as of January 15, 1988, between the Company
and Fleet Bank N.A. (as successor to The First National Bank of Boston), as
trustee, a Third Supplemental Indenture, dated as of April 1, 1988, between the
Company and The Chase Manhattan Bank (as successor to Manufacturers Hanover
Trust Company), as trustee, a Fourth Supplemental Indenture, dated as of May 1,
1988, between the Company and Trust Company Bank, as trustee, a Fifth
Supplemental Indenture, dated as of March 28, 1989, between the Company and The
Bank of New York, as trustee, a Sixth Supplemental Indenture, dated as of May 1,
1989, between the Company and Bank of Montreal Trust Company, as trustee, a
Seventh Supplemental Indenture, dated as of July 28, 1995, between the Company
and The Chase Manhattan Bank, as trustee, and an Eighth Supplemental Indenture,
dated as of December 21, 2001, between the Company and Bank One Trust Company,
N.A., as trustee (as supplemented, hereinafter called the "Indenture"), pursuant
to which the Company has designated U.S. Bank Trust National Association as
Trustee for the Notes (as defined below), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the rights,
obligations, duties and immunities of the Trustee for each series of Securities
and of the Company, and the terms upon which the Securities are and are to be
authenticated and delivered. As provided in the Indenture, the Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may be denominated in currencies other than U.S.
Dollars (including composite currencies), 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 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 _____% Notes due
_________, 20__ (the "Notes").
Payment of the principal of, and interest on, this Note will be made in
immediately available funds at the office or agency of the Trustee maintained
for that purpose in the Borough of Manhattan, The City of New York, State of New
York, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest on any Notes
issued in definitive form other than interest due at the Maturity Date shown
above may be made by check mailed to the address of the person entitled thereto
as such address shall appear in the Note register. Interest will be paid to
persons in whose names the Notes are registered at the close of business on
_______ or _______ as the case may be, prior to any Interest Payment Date.
Interest shall be computed on the basis of a 360-day year and of twelve 30-day
months from ________, 20__ or from the most recent Interest Payment Date to
which interest has been paid or duly proved for. Except in the event an event of
Default with respect to the Notes shall have
occurred and be continuing or as otherwise set forth in the Indenture, Notes in
definitive form will not be issued.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Notes, such additional amounts as 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 holder who is a United States Alien
Holder (as defined below), 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 that would have been
payable had no withholding or deduction been required; provided, however, that
the foregoing obligation to pay additional amount 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, or possessor of a power over, the holder if the holder is an
estate, trust, partnership or corporation, or a person holding a power over an
estate or trust administered by a fiduciary holder, being considered as:
(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;
(b) having a current or former relationship with the United States,
including a relationship as a citizen or resident thereof;
(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, a corporation that has accumulated earnings
to avoid United States federal income tax or a private foundation or other
tax-exempt organization; or
(d) 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 of
1986, as amended (the "Code"), or any successor provision or being or
having been a bank whose receipt of interest on a Note is described in
Section 881(c)(3)(A) of the Code or any successor provision;
(2) to any holder that is not the sole beneficial owner of the Note, or a
portion thereof, or that is a fiduciary or partnership, but only to the extent
that the beneficial owner, a beneficiary or settlor with respect to the
fiduciary, or a member of the partnership would not have been entitled to the
payment of an additional amount had the beneficial owner, beneficiary, settlor
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 documentation or other reporting requirements
concerning the nationality, residence, identity or connection with the United
States of the holder or
beneficial owner of such Note, if compliance is required by statute or by
regulation of the United States Treasury Department, without regard to any tax
treaty, or by an applicable income tax treaty to which the United States is a
party as a precondition to partial or complete relief or exemption from such
tax, assessment or other governmental charge (including, but not limited to, the
failure to provide United States Internal Revenue Service Form W-8BEN, W-8ECI or
any subsequent versions thereof);
(4) to a tax, assessment or governmental charge that is imposed otherwise
than by withholding by the Company or a paying agent from the payment;
(5) to a tax, assessment or governmental charge that is imposed or withheld
solely by reason of a change in law, regulation, or administrative or judicial
interpretation that becomes effective 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).
The Notes are subject in all cases to any tax, fiscal or other law or regulation
or administrative or judicial interpretation applicable thereto. Except as
specifically provided herein, the Company shall not be required to make any
payment with respect to any tax, assessment or governmental charge imposed by
any government or a political subdivision or taxing authority thereof or
therein.
As used herein, the term "United States" means the United States of America
(including the States and the District of Columbia) and its territories, its
possessions and other areas subject to its jurisdiction; "United States Holder"
means a beneficial owner of a Note that is, for United States federal income tax
purposes: (a) a citizen or resident of the United States, (b) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or of any political subdivision thereof (except as may be provided
in U.S. Treasury Regulations) or (c) an estate or trust the income of which is
subject to United States federal income taxation regardless of its source;
"United States Alien Holder" means a beneficial owner of a Note that is, for
United States federal income tax purposes; (a) a nonresident alien individual,
(b) a foreign corporation, (c) a nonresident alien fiduciary of a foreign estate
or trust or (d) a foreign partnership one or more of the members of which is a
nonresident alien individual, a foreign corporation or a nonresident alien
fiduciary of a foreign estate or trust; and "United States Internal Revenue
Code" means the United States Internal Revenue Code of 1986, as amended.
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 amendment to, any official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment is announced or becomes effective on or
after ________, 20__, the Company becomes or will become obligated to pay
additional amounts as described in the third paragraph of this "Reverse of
Global Note" or (b) a taxing authority of the United States takes an action on
or after ___________, 20__, whether or not such action is taken with respect to
the Company or any of its affiliates, that results in a substantial probability
that the Company will or may be required to pay such additional amounts, then
the Company may, in either case, at its option, redeem, as a whole, but not in
part, the Notes on not less than 30 nor more than 60 days' prior written notice,
at a redemption price equal to 100% of their principal amount, together with
interest accrued thereon to the date fixed for redemption; 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. Prior to the
publication of any notice of redemption, the Company will deliver to the trustee
an officers' certificate stating that the Company is entitled to effect a
redemption and setting forth a statement of facts showing that the conditions
precedent to the Company's right so to redeem have occurred and an opinion of
counsel to that effect based on that statement of facts. If the Company redeems
the Notes upon a tax event, the Company will publish a notice of that redemption
in Luxembourg in the Luxemburger Wort at the time notice is given to the holders
of the Notes as described above and notify the Luxembourg Stock Exchange.
The Indenture contains provisions for defeasance and discharge at the
Company's option of either the entire principal of all the Securities of any
series or of certain covenants in the Indenture upon compliance by the Company
with certain conditions set forth therein.
If an Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of all the Notes may be
declared due and payable in the manner and with the effect 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 under the Indenture at
any time by the Company with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding of each
series to be affected thereby. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the
Securities of any series at the time Outstanding, on behalf of the Holders of
all the Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences with respect to such series. 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
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 Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable on the Securities Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency of
the Company to be maintained for that purpose in New York, New York, or at any
other office or agency of the Company maintained for that purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Securities Registrar duly executed by, the Holder hereof or
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 in registered form without coupons in denominations
of $1,000 and any multiple of $1,000. As provided in the Indenture and subject
to certain limitations therein set forth, Notes are exchangeable for a like
aggregate principal amount of Notes of a like tenor and of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such transfer
or exchange, other than certain exchanges not involving any transfer.
Certain terms used in this Note which are defined in the Indenture have the
meaning set forth therein.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
The Company agrees that any suit, action or proceeding against it arising
out of, or based upon, the Indenture or this Note may be instituted in any state
or federal court in the Borough of Manhattan, the City of New York.
The Company, the Trustee for the Notes and any agent of the Company or such
Trustee may treat the Person in whose name this Note is registered as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note be overdue, and neither the Company, such
Trustee nor any such agent shall be affected by notice to the contrary.
ABBREVIATIONS
The following abbreviations, when used in the inscription of 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 to survivorship and not as tenants in
common
UNIF GIFT MIN ACT - ____ (Cust) ____ (Minor)
Under Uniform Gifts to Minor Act ____ (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such Note on the books of the
Company, with full power of substitution in the premises.
Dated:
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NOTICE: The signature of this assignment must correspond with the name written
upon the face of the within instrument in every particular without
alteration or enlargement or any change whatsoever.