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Draft of 12/16/93
[Form of Face of Security]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
[Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]
FIRST FIDELITY BANCORPORATION
Floating Rate Senior Note Due ______, 1996
No. ......... $........
First Fidelity Bancorporation, a corporation duly organized and existing
under the laws of the State of New Jersey (herein called the "Company", which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of ................................ Dollars on
............., 1996, and to pay interest thereon from ........., 1994 or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, quarterly on the 15th day of February, May, August and November
of each year (each, an "Interest Payment Date"), commencing February 15,1994,
at the rate of interest per annum for each Interest Period (as defined below)
equal to LIBOR (as defined below) in effect on the relevant Interest
Determination Date (as defined below) plus a spread of ....%, until the
principal hereof is paid or made available for payment. If any Interest Payment
Date or the date of maturity would otherwise fall on a day which is not a
Business Day (as defined below), it shall be postponed to the next day which is
a Business Day. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the fifteenth day (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be
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listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
"Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.
Interest on this Security will accrue for each day of the Interest Period
(as defined below). Accrued interest will be calculated by multiplying the face
amount of this Security by an accrued interest factor computed by multiplying
the per annum rate of interest for the applicable Interest Period by a fraction
the numerator of which is the actual number of days elapsed in such Interest
Period and the denominator of which is 360. The accrued interest factor will be
expressed as a decimal rounded to the nearest ten-thousandth, with five
hundred-thousandths rounded upwards. Interest accrued during each Interest
Period will be payable on the next succeeding Interest Payment Date. Interest
accrued during the final Interest Period will be payable at maturity. The
interest payment at maturity will include interest accrued to but excluding the
date of maturity and will be payable to the Person to whom principal is
payable.
"Interest Period" shall mean the period beginning on and including
..........., 1994 and ending on but excluding the first Interest Payment Date
and each successive period beginning on and including an Interest Payment Date
and ending on but excluding the next succeeding Interest Payment Date or the
date of maturity.
LIBOR shall be determined by the Trustee or such other financial
institution (which may be an Affiliate of the Company) as may be appointed by
the Company, as calculation agent (the "Calculation Agent"), in accordance with
the following provisions:
(i) For each Interest Period, on the applicable Interest
Determination Date (as defined below) the Calculation Agent shall
determine LIBOR for such Interest Period. LIBOR shall be the offered rate
(expressed as an interest rate per annum) for deposits in U.S. dollars
having a maturity of three months for the Interest Period concerned which
appears on Telerate Screen Page 3750 (to five decimal places), as of
11:00 a.m., London time, on such Interest Determination Date. "Telerate
Page 3750" shall mean the display page designated as Page "3750" on the
Dow Jones Telerate Service (or such other page as may replace Page 3750
on that service or such other service or services as may be nominated by
the British Bankers' Association for the purpose of displaying London
interbank offered rates of major banks for U.S. dollar deposits).
(ii) If, on any Interest Determination Date, LIBOR cannot be
determined pursuant to (i) above, LIBOR shall be determined on the basis
of the rates at which deposits in U.S. dollars having a maturity of three
months, commencing on the second London Business Day immediately
following such Interest Determination Date and in a principal amount of
not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time, are offered by four major banks
in the London interbank market selected by the Calculation Agent at
approximately 11:00 a.m., London time, on such Interest Determination
Date to
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prime banks in the London interbank market. The Calculation Agent shall
request the principal London office of each of such banks to provide a
quotation of its rate. If at least two such quotations are provided, LIBOR
in respect of such Interest Determination Date shall be the arithmetic
mean (rounded to the nearest one-thousandth of a percent, with five
ten-thousandths of a percent rounded upwards) of such quotations. If fewer
than two quotations are provided, LIBOR in respect of such Interest
Determination Date shall be the arithmetic mean (rounded to the nearest
one-thousandth of a percent, with five ten-thousandths of a percent
rounded upwards) of the rates quoted by three major banks in The City of
New York selected by the Calculation Agent at approximately 11:00 a.m.,
New York City time, on such Interest Determination Date for loans in U.S.
dollars to leading European banks having a maturity of three months
commencing on the second London Business Day immediately following such
Interest Determination Date and in a principal amount of not less than
U.S. $1,000,000 that is representative for a single transaction in such
market at such time; provided, however, that if fewer than three banks
selected as aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, LIBOR shall be LIBOR in effect on such Interest
Determination Date.
For purposes of calculating LIBOR, (i) "Interest Determination Date" for
any Interest Period shall mean the second London Business Day preceding the
Interest Payment Date commencing such Interest Period or, in the case of the
first Interest Period, the second London Business Day preceding ...........,
1994, and (ii) a "London Business Day" shall mean any Business Day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.
All calculations made by the Calculation Agent in the absence of manifest
error shall be conclusive for all purposes and binding on the Company and the
Holders of the Securities.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the Corporate Trust Office of the Trustee in The City
of New York or at the Corporate Trust Office of First Fidelity Bank, N.A. in
Newark, New Jersey, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, or its duly
authorized agent, this
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Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
FIRST FIDELITY BANCORPORATION
By___________________________
Attest:
___________________________
[Form of Trustee's Certificate of Authentication]
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Date of Authentication:
BANKAMERICA NATIONAL TRUST COMPANY,
As Trustee
By FIRST FIDELITY BANK, N.A.
As Authenticating Agent
By__________________________
Authorized Officer
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[Form of Reverse of Security]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of .........., 1994 (herein called
the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and BankAmerica National Trust Company, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $200,000,000.
The Securities of this series are not subject to redemption prior to
maturity and are not entitled to any sinking fund.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the 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 not less than a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security 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 Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
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of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security 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, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall 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 due presentment of this Security 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 Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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