Exhibit 4.3
This Note is a Global Security within the meaning of the Indenture referred to
herein and is registered in the name of a Depositary or a nominee of a
Depositary. Unless this certificate is presented by an authorized
representative of The Depositary 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 Depositary
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 $150,000,000
FIRST BANK SYSTEM, INC. CUSIP
No. 1 7-5/8% SUBORDINATED NOTE DUE MAY 1, 2005 No. 319 279 BG 9
FIRST BANK SYSTEM, INC., a corporation duly organized and existing under
the laws of Delaware (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 ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) on May 1,
2005, and to pay interest thereon from April 24, 1995 or from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on May 1 and November 1 in each year, commencing
November 1, 1995, at the rate of 7-5/8% per annum until the principal hereof is
paid or made available for payment. The interest so payable and punctually paid
or duly provided for on any Interest Payment Date will as provided in the
Indenture be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which shall be the April 15 or October 15 (whether or
not a Business Day) next preceding such Interest Payment Date; provided,
however, that interest payable on the Maturity Date of this Note shall be
payable to the Person to whom principal shall be payable. Any such interest not
so punctually paid or duly provided for will forthwith cease to be payable to
the Holder hereof on such Regular Record Date and may be paid to the Person in
whose name this Note (or one or more predecessor Notes) 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. In the
event that any Interest Payment Date or the Maturity Date is not a Business Day,
the interest and, with respect to the Maturity Date, principal otherwise payable
on such date will be paid on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date or Maturity Date. Payment of the principal of and interest
on this Note will be made at the office or agency of the Company 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 payment of public and private debts. Payment of the principal of and
interest on this Note due on the Maturity Date will be made in immediately
available funds upon presentation of this Note. Interest on this Note shall be
computed on the basis of a 360-day year of twelve 30-day months.
Reference is hereby made to the further provisions of this Note set forth
below, 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 or on
behalf of the Trustee identified below, by manual signature, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
FIRST BANK SYSTEM, INC.
Dated: April 24, 1995
By _________________________________________
Senior Vice President
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
[SEAL]
THIS IS ONE OF THE SECURITIES OF THE
SERIES DESIGNATED HEREIN AND ISSUED
PURSUANT TO THE WITHIN-MENTIONED
INDENTURE.
CITIBANK, N.A., as Trustee
By _____________________________ Attest______________________________________
Authorized Signatory Assistant Secretary
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FIRST BANK SYSTEM, INC.
7-5/8% SUBORDINATED NOTE DUE MAY 1, 2005
This Note is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued or to be issued in one or more series
under an Indenture, dated as of October 1, 1991, as amended by a First
Supplemental Indenture dated as of April 1, 1993 (as so amended, the
"Indenture"), between the Company and Citibank, N.A., 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, limitations of rights, duties and
immunities thereunder of the Company, the Trustee the Holders of Senior
Indebtedness and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Note is one of
the series designated on the face hereof, limited in aggregate principal amount
to $150,000,000.
The indebtedness evidenced by the Securities is, to the extent and in the
manner provided in the Indenture referred to above, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company, as defined in
the Indenture, and each Holder of this Note, by accepting the same, agrees to
and shall be bound by the provisions of the Indenture and authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to acknowledge or effectuate the subordination of this Note as provided in the
Indenture and appoints the Trustee his attorney-in-fact for any and all such
purposes.
The indebtedness evidenced by this Note is issued subject to the provisions
of the Indenture regarding payments to creditors in respect of General
Obligations (as defined in the Indenture). In particular, the Indenture
provides that if upon the occurrence of certain events of bankruptcy or
insolvency relating to the Company, there remains, after giving effect to the
subordination provisions referred to in the preceding paragraph, any amount of
cash, property or securities available for payment or distribution in respect of
this Note (as defined in the Indenture, "Excess Proceeds"), and if, at such
time, any creditors in respect of General Obligations have not received payment
in full of all amounts due or to become due on or in respect of such General
Obligations, then such Excess Proceeds shall first be applied to pay or provide
for the payment in full of such General Obligations before any payment or
distribution may be made in respect of this Note. This paragraph shall
immediately and automatically terminate, be null and void ab initio and have no
further effect upon the occurrence of a Termination Event (as defined in the
Indenture).
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If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may (subject to the conditions set forth
in the Indenture) 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 aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. 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
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 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.
Subject to the rights of holders of Senior Indebtedness of the Company set
forth in this Note and as provided in the Indenture referred to above, 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 premium, if any) 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, the transfer of this Note is registrable in the registry books of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in any place where the principal of (and premium, if
any) and interest on this Note are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes 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 Notes of this series are issuable only in fully registered form without
coupons in denominations of $1,000 and any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, Notes of this series are exchangeable for
a like aggregate principal amount of Notes of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
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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 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 in the Security Register 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.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in 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 Gift to Minors Act
---------------------------------
(State)
Additional abbreviations may be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
_____________________
|
________________________________________________________________________________
(Name and address of assignee, including zip code, must
be printed or typewritten)
________________________________________________________________________________
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing
_______________________________________________________________________ Attorney
to transfer said Note on the books of the within Company, with full power of
substitution in the premises
Dated _______________ ___________________________________________
___________________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the within Note in every particular, without alteration or
enlargement or any change whatever and must be guaranteed by a commercial bank
or trust company having its principal office or a correspondent in the City of
New York or by a member of the New York Stock Exchange.
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