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[FORM OF SENIOR FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL UNSECURED AND UNSUBORDINATED OBLIGATION OF
BANK OF BOSTON 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. THE FIRST NATIONAL BANK OF BOSTON, IN BOSTON, MASSACHUSETTS
AND BANCBOSTON TRUST COMPANY OF NEW YORK 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.
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REGISTERED CUSIP No. ________________ PRINCIPAL AMOUNT
No. FLR _____ _______________________
BANK OF BOSTON CORPORATION
SENIOR MEDIUM-TERM NOTE
(Floating Rate)
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
IF LIBOR: IF CMT RATE:
[ ] LIBOR Reuters Designated CMT Telerate Page:
[ ] LIBOR Telerate Designated CMT Maturity Index:
INDEX CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: INTEREST PAYMENT PERIOD:
SPREAD (PLUS OR INITIAL INTEREST RESET DATE: INTEREST PAYMENT DATES:
MINUS):
SPREAD MULTIPLIER: INTEREST RATE RESET PERIOD: INTEREST RESET DATES:
MAXIMUM INTEREST MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
RATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT:
INTEREST CALCULATION: DAY COUNT CONVENTION
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate from to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest Rate: from to .
SPECIFIED CURRENCY: OPTION TO ELECT PAYMENT Authorized Denomin-
(if other than IN SPECIFIED CURRENCY ation:
U.S. dollars) (only applicable if [ ] $1,000 and integral
Specified Currency is multiples thereof.
other than U.S. dollars): [ ] Other:
[ ] Yes [ ] No
EXCHANGE RATE AGENT:
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ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Issue Price: %
DEFAULT RATE:
OTHER PROVISIONS:
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BANK OF BOSTON 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 stated above
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 a
rate per annum equal to the Initial Interest Rate specified above until the
Initial Interest Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any Addendum relating
hereto depending upon the Interest Rate Basis or Bases, if any, and such other
terms specified above, until the principal hereof is paid or duly made
available for payment, and (to the extent that the payment of such interest is
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 monthly, quarterly, semi-annually,
annually or such other period as specified above under "Interest Payment
Period", on each Interest Payment Date specified above, commencing on the first
Interest Payment Date specified above 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
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; and provided further, that if an
Interest Payment Date (other than an Interest Payment Date at Maturity) would
otherwise fall on a day that is not a Business Day (as defined below), such
Interest Payment Date shall be postponed to the next succeeding day that is a
Business Day, except that if an Interest Rate Basis is LIBOR, as indicated
above, and such next Business Day falls in the next succeeding calendar month,
such Interest Payment Date shall be the immediately preceding day that is a
Business Day. Unless otherwise specified above, the "Regular Record Date" with
respect to any Interest Payment Date shall be the date 15 calendar days
(whether or not a Business
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Day) immediately preceding such Interest Payment Date. If the Maturity of this
Note falls on a day which is not a Business Day, the payment of principal,
premium, if any, and interest due at Maturity will be made on the next
succeeding Business Day with the same force and effect as if made on such
Maturity and no interest shall accrue on the amount so payable for the period
from and after such Maturity. 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.
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, 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 Authenticating Agent, the manual signature of one of its authorized
signatories, this Note shall not be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed.
BANK OF BOSTON 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: The First National Bank of Boston, as
Authenticating Agent
By: ________________________ Dated: ______________
Name:
Title:
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[Reverse of Note]
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
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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 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
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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 European
Currency Units ("ECUs") or another currency unit, and such currency unit is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Corporation's control, then the Corporation will 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.
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.
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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 the Authorized
Denominations 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.
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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 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 the 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
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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 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.
The interest rate borne by this Note shall be determined as follows:
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1. If this Note is designated as a Regular Floating Rate
Note on the face hereof or if no designation is made for Interest
Calculation on the face hereof, then, except as described below or in
an Addendum hereto, this Note shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases
shown on the face hereof (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if
any, specified and applied in the manner described on the face hereof.
Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof; provided, however, that the
interest rate in effect for the period from the Original Issue Date to
the Initial Interest Reset Date will be the Initial Interest Rate.
2. If this Note is designated as a Floating Rate/Fixed
Rate Note on the face hereof, then, except as described below or in an
Addendum hereto, this Note shall bear interest at the rate determined
by reference to the applicable Interest Rate Basis or Bases shown on
the face hereof (i) plus or minus the applicable Spread, if any,
and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof.
Commencing on the Initial Interest Reset Date, the rate at which
interest on this Note is payable shall be reset as of each Interest
Reset Date specified on the face hereof; provided, however, that (i)
the interest rate in effect for the period from the Original Issue
Date to the Initial Interest Reset Date shall be the Initial Interest
Rate; and (ii) the interest rate in effect for the period commencing
on, and including, the Fixed Rate Commencement Date to the Maturity
shall be the Fixed Interest Rate, if such a rate is specified on the
face hereof, or if no such Fixed Interest Rate is so specified, the
interest rate in effect hereon on the Business Day immediately
preceding the Fixed Rate Commencement Date.
3. If this Note is designated as an Inverse Floating
Rate Note on the face hereof, then, except as described below or in an
Addendum hereto, this Note shall bear interest equal to the Fixed
Interest Rate indicated on the face hereof minus the rate determined
by reference to the applicable Interest Rate Basis or Bases shown on
the face hereof (i) plus or minus the applicable Spread, if any,
and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described on the face hereof;
provided, however, that, unless otherwise
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specified on the face hereof, the interest rate hereon will not be
less than zero percent. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note is payable shall be
reset as of each Interest Reset Date specified on the face hereof;
provided, however, that the interest rate in effect for the period
from the Original Issue Date to the Initial Interest Reset Date shall
be the Initial Interest Rate.
Notwithstanding the foregoing, if this Note is designated on the face
hereof as having an Addendum attached, this Note shall bear interest in
accordance with the terms described in such Addendum.
Except as provided above, the interest rate in effect on each day
shall be (a) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or (b) if such day is not an Interest Reset
Date, the interest rate determined as of the Interest Determination Date
immediately preceding the next preceding Interest Reset Date. Each Interest
Rate Basis shall be the rate determined in accordance with the applicable
provision below. If any Interest Reset Date (which term includes the term
Initial Interest Reset Date unless the context otherwise requires) 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, except that if
an Interest Rate Basis specified on the face hereof is LIBOR and such next
Business Day falls in the next succeeding calendar month, such Interest Reset
Date shall be the immediately preceding Business Day.
Unless otherwise specified on the face hereof, interest payable on
this Note on any Interest Payment Date shall be the amount of interest accrued
from and including the next preceding Interest Payment Date in respect of which
interest has been paid (or from and including the Original Issue Date specified
on the face hereof, if no interest has been paid), to but excluding the related
Interest Payment Date or Maturity, as the case may be.
Unless otherwise specified on the face hereof, accrued interest hereon
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise specified on the face
hereof, the interest factor for each such day shall be computed on the basis of
a 360-day year of twelve 30-day months if the Day
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Count Convention specified on the face hereof is "30/360" for the period
specified thereunder, or by dividing the interest rate applicable to such day
by 360 if the Day Count Convention specified on the face hereof is "Actual/360"
for the period specified thereunder or by the actual number of days in the year
if the Day Count Convention specified on the face hereof is "Actual/Actual" for
the period specified thereunder. If interest on this Note is to be calculated
with reference to two or more Interest Rate Bases as specified on the face
hereof, the interest factor will be calculated in each period in the same
manner as if only one of the applicable Interest Rate Bases applied.
Unless otherwise specified on the face hereof, the "Interest
Determination Date" with respect to the CMT Rate, the Commercial Paper Rate,
the Federal Funds Rate and the Prime Rate will be the second Business Day
immediately preceding each Interest Reset Date; the "Interest Determination
Date" with respect to the Eleventh District Cost of Funds Rate will be the last
working day of the month immediately preceding each Interest Reset Date on
which the Federal Home Loan Bank of San Francisco (the "FHLB of San Francisco")
publishes the Index (as defined below); the "Interest Determination Date" with
respect to LIBOR shall be the second London Business Day (as defined below)
immediately preceding each Interest Reset Date; and the "Interest Determination
Date" with respect to the Treasury Rate will be the day in the week in which
the Interest Reset Date falls on which day Treasury bills (as defined below)
are normally auctioned (Treasury bills are normally sold at auction on Monday
of each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be held on
the preceding Friday); provided, however, that if an auction is held on the
Friday of the week preceding the related Interest Reset Date, the Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following such auction. If the
interest rate of this Note is determined with reference to two or more Interest
Rate Bases as specified on the face hereof, the Interest Determination Date
pertaining to this Note will be the most recent Business Day which is at least
two Business Days prior to such Interest Reset Date on which each Interest Rate
Basis is determinable. Each Interest Rate Basis shall be determined on such
date, and the applicable interest rate shall take effect on the related
Interest Reset Date.
Unless otherwise specified on the face hereof, the "Calculation Date"
pertaining to any Interest Determination Date
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will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if such day is not a Business Day, the next succeeding
Business Day and (ii) the Business Day immediately preceding the applicable
Interest Payment Date or Maturity, as the case may be. All calculations on
this Note shall be made by the Calculation Agent specified on the face hereof
or such successor thereto as is duly appointed by the Corporation. The
determination of any interest rate by the Calculation Agent will be final and
binding absent manifest error.
All percentages resulting from any calculation on this Note will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655) and
9.876544% (or 0.09876544) would be rounded to 9.87654% (or 0.0987654)), and all
dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).
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 banking institutions 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 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 banking institutions are authorized
or required by law, regulation or executive order to close in the principal
financial center of the country of such Specified Currency (or, in the case of
ECUs, is not a day designated as an ECU Non-Settlement Day by the ECU Banking
Association or otherwise generally regarded in the ECU interbank market as a
day on which payments in ECUs shall not be made); provided further, that, if
LIBOR is an applicable Interest Rate Basis specified on the face hereof, such
day is also a London Business Day. "London Business Day" means any day (i) if
the Index Currency specified on the face hereof is other than ECU, on which
dealings in such Index Currency are transacted in the London interbank market
or (ii) if the Index Currency is ECU, that is not designated as an ECU
Non-Settlement Day by the ECU Banking Association or otherwise generally
regarded in the ECU interbank market as a day on which payments in ECUs shall
not be made.
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Determination of CMT Rate. If an Interest Rate Basis for this Note is
the CMT Rate, as indicated on the face hereof, the CMT Rate shall be determined
as of the applicable Interest Determination Date (a "CMT Rate Interest
Determination Date"), as the rate displayed on the Designated CMT Telerate Page
(as defined below) under the caption"...Treasury Constant Maturities...Federal
Reserve Board Release H.15...Mondays Approximately 3:45 P.M.," under the column
for the Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate Interest
Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the
week, or the month, as applicable, ended immediately preceding the week in
which the related CMT Rate Interest Determination Date occurs. If such rate is
no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for such CMT
Rate Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published by the Board of Governors of
the Federal Reserve System in the relevant weekly statistical release entitled
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)"). If such rate is no longer published, or if not published by
3:00 P.M., New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the CMT Rate
Interest Determination Date with respect to such Interest Reset Date as may
then be published by either the Board of Governors of the Federal Reserve
System or the United States Department of the Treasury that the Calculation
Agent determines to be comparable to the rate formerly displayed on the
Designated CMT Telerate Page and published in the relevant H.15(519). If such
information is not provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the CMT Rate Interest Determination
Date shall be calculated by the Calculation Agent and shall be a yield to
maturity, based on the arithmetic mean of the secondary market closing offer
side prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in The City of New York selected by the Calculation Agent
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued
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direct noncallable fixed rate obligations of the United States ("Treasury
Notes") with an original maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less than such Designated CMT
Maturity Index minus one year. If the Calculation Agent cannot obtain three
such Treasury Note quotations, the CMT Rate for such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary market offer
side prices as of approximately 3:30 P.M., New York City time, on the CMT Rate
Interest Determination Date of three Reference Dealers in The City of New York
(from five such Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such CMT Rate
Interest Determination Date. If two Treasury Notes with an original maturity
of approximately the Designated CMT Maturity Index have remaining terms to
maturity equally close to the Designated CMT Maturity Index, the quotes for the
Treasury Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated on the face hereof (or any other page
as may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified on the face hereof, the
Designated CMT Maturity Index shall be 2 years.
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Determination of Commercial Paper Rate. If an Interest Rate Basis for
this Note is the Commercial Paper Rate, as indicated on the face hereof, the
Commercial Paper Rate shall be determined as of the applicable Interest
Determination Date (a "Commercial Paper Rate Interest Determination Date"), as
the Money Market Yield (as defined below) on such date of the rate for
commercial paper having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading "Commercial Paper". In the event that
such rate is not published by 3:00 P.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate shall be the Money Market
Yield on such Commercial Paper Rate Interest Determination Date of the rate for
commercial paper having the Index Maturity shown on the face hereof as
published by the Federal Reserve Bank of New York in its daily statistical
release entitled "Composite 3:30 P.M. Quotations for U.S. Government
Securities" or any successor publication ("Composite Quotations") under the
heading "Commercial Paper" (with an Index Maturity of one month or three months
being deemed to be equivalent to an Index Maturity of 30 days or 90 days,
respectively). If by 3:00 P.M., New York City time, on the related Calculation
Date such rate is not yet published in either H.15(519) or Composite
Quotations, then the Commercial Paper Rate on such Commercial Paper Rate
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates at
approximately 11:00 A.M., New York City time, on such Commercial Paper Rate
Interest Determination Date of three leading dealers of commercial paper in The
City of New York selected by the Calculation Agent for commercial paper having
the Index Maturity specified on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally recognized
statistical rating organization; provided, however, that if any of the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate determined as of such Commercial Paper
Rate Interest Determination Date shall be the rate in effect on such Commercial
Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
------------
360-(D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
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Determination of Eleventh District Cost of Funds Rate. If an Interest
Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as
indicated on the face hereof, the Eleventh District Cost of Funds Rate shall be
determined as of the applicable Interest Determination Date (an "Eleventh
District Cost of Funds Rate Interest Determination Date"), as the rate equal to
the monthly weighted average cost of funds for the calendar month immediately
preceding the month in which such Eleventh District Cost of Funds Rate Interest
Determination Date falls, as set forth under the caption "11th District" on
Telerate Page 7058 (as defined below) as of 11:00 A.M., San Francisco time, on
such Eleventh District Cost of Funds Rate Interest Determination Date. If such
rate does not appear on Telerate Page 7058 on any related Eleventh District
Cost of Funds Rate Interest Determination Date, the Eleventh District Cost of
Funds Rate for such Eleventh District Cost of Funds Rate Interest Determination
Date shall be the monthly weighted average cost of funds paid by member
institutions of the Eleventh Federal Home Loan Bank District that was most
recently announced (the "Index") by the FHLB of San Francisco as such cost of
funds for the calendar month immediately preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such rate for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate
determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the Eleventh District Cost of Funds Rate in effect
on such Eleventh District Cost of Funds Rate Interest Determination Date.
"Telerate Page 7058" means the display designated as page "7058" on
the Dow Jones Telerate Service (or such other page as may replace the 7058 page
on that service for the purpose of displaying the monthly weighted average cost
of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District).
Determination of Federal Funds Rate. If an Interest Rate Basis for
this Note is the Federal Funds Rate, as indicated on the face hereof, the
Federal Funds Rate shall be determined as of the applicable Interest
Determination Date (a "Federal Funds Rate Interest Determination Date"), as the
rate on such date for federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)" or, if not so published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on such Federal Funds Rate
Interest Determination Date, as published in Composite Quotations under the
heading "Federal
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Funds/Effective Rate." If by 3:00 P.M., New York City time, on the related
Calculation Date such rate is not published in either H.15(519) or Composite
Quotations, then the Federal Funds Rate on such Federal Funds Rate Interest
Determination Date shall be calculated by the Calculation Agent and shall be
the arithmetic mean of the rates for the last transaction in overnight United
States dollar federal funds arranged prior to 9:00 A.M., New York City time, on
such Federal Funds Rate Interest Determination Date by three leading brokers of
federal funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if any of the brokers selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the
Federal Funds Rate determined as of such Federal Funds Rate Interest
Determination Date shall be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.
Determination of LIBOR. If an Interest Rate Basis for this Note is
LIBOR, as indicated on the face hereof, LIBOR shall be determined by the
Calculation Agent as of the applicable Interest Determination Date (a "LIBOR
Interest Determination Date") in accordance with the following provisions:
(i) if "LIBOR Telerate" is specified on the face hereof or if
neither "LIBOR Telerate" nor "LIBOR REUTERS" is specified as the
method for determining LIBOR with respect to a LIBOR Interest
Determination Date for this Note (a "LIBOR Interest Determination
Date"), LIBOR will be the rate for deposits in the Index Currency
having the Index Maturity designated above, commencing on the second
London Business Day immediately following such LIBOR Interest
Determination Date, that appears on the Designated LIBOR Page
specified above as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date, or (b) if "LIBOR Reuters" is specified on the face
hereof as the method for determining LIBOR, with respect to an
Interest Determination Date relating to this Note, LIBOR will be
determined on the basis of the arithmetic mean of the offered rates
(unless the specified Designated LIBOR Page by its terms provides for
only a single rate, in which case such single rate shall be used) for
deposits in the Index Currency having the Index Maturity designated
above, commencing on the second London Business Day immediately
following such LIBOR Interest Determination Date, that appear on the
Designated LIBOR Page specified above as of 11:00 A.M., London time,
on such LIBOR Interest Determination Date, if at least two such
offered rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page. If no such rate appears, or
if fewer than two such offered rates appear, as
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applicable, LIBOR in respect of the related LIBOR Interest
Determination Date will be determined in accordance with the
provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as the case
may be, on the applicable Designated LIBOR Page as specified in clause
(i) above, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in the Index
Currency for the period of the Index Maturity specified above,
commencing on the second London Business Day immediately following
such LIBOR Interest Determination Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time. If at least two such quotations are provided,
LIBOR determined on such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR determined on such LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., in the applicable Principal Financial Center, on such LIBOR
Interest Determination Date by three major banks in such Principal
Financial Center, selected by the Calculation Agent for loans in the
Index Currency to leading European banks, having the Index maturity
specified on the face hereof and in a principal amount that is
representative for a single transaction in such Index Currency in such
market at such time; provided, however, that if the banks so selected
by the Calculation Agent are not quoting as mentioned in this
sentence, LIBOR determined as of such LIBOR Interest Determination
Date shall be LIBOR in effect on such LIBOR Interest Determination
Date.
"Index Currency" means the currency (including composite currencies)
specified on the face hereof as the currency for which LIBOR shall be
calculated. If no such currency is specified above, the Index Currency shall
be United States dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Telerate" is
specified above, or neither "LIBOR Reuters" or "LIBOR Telerate" is specified
above, the display on the Dow Jones
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Telerate Service for the purpose of displaying the London interbank offered
rates of major banks for the applicable Index Currency or (b) if "LIBOR
Reuters" is specified on the face hereof, the display on the Reuters Monitor
Money Rates Service for the purpose of displaying the London interbank offered
rates of major banks for the applicable Index Currency.
"Principal Financial Center" will generally be the capital city of the
country for the specified Index Currency, except that with respect to United
States dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and
ECUs, the Principal Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Brussels, respectively.
Determination of Prime Rate. If an Interest Rate Basis for this Note
is the Prime Rate, as indicated on the face hereof, the Prime Rate shall be
determined as of the applicable Interest Determination Date (a "Prime Rate
Interest Determination Date") as the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan". If such rate is
not published prior to 3:00 P.M., New York City time, on the related
Calculation Date, then the Prime Rate shall be the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
NYMF Page (as defined below) as such bank's prime rate or base lending rate as
in effect for such Prime Rate Interest Determination Date. If fewer than four
such rates but more than one such rate appear on the Reuters Screen NYMF Page
for such Prime Rate Interest Determination Date, the Prime Rate shall be the
arithmetic mean of the prime rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date by three, or two if only two such rates
are quoted, major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such rates appear on the Reuters Screen
NYMF Page, the Prime Rate will be determined by the Calculation Agent on the
basis of the rates furnished in The City of New York by three, or two if only
two such rates are quoted, substitute banks or trust companies organized and
doing business under the laws of the United States, or any state thereof,
having total equity capital of at least U.S. $500 million and being subject to
supervision or examination by a Federal or state authority, selected by the
Calculation Agent to provide such rate or rates; provided, however, that if
fewer than two such substitute banks or trust companies selected as aforesaid
are quoting as mentioned in this sentence, the Prime Rate determined as of such
Prime Rate Interest Determination Date shall be the Prime Rate in effect on
such Prime Rate Interest Determination Date.
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"Reuters Screen NYMF Page" means the display designated as page "NYMF"
on the Reuters Monitor Money Rates Service (or such other page as may replace
the NYMF page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks).
Determination of Treasury Rate. If an Interest Rate Basis for this
Note is the Treasury Rate, as specified on the face hereof, the Treasury Rate
shall be determined as of the applicable Interest Determination Date (a
"Treasury Rate Interest Determination Date") as the rate applicable to the most
recent auction of direct obligations of the United States ("Treasury Bills")
having the Index Maturity specified on the face hereof, as such rate is
published in H.15(519) under the heading "Treasury Bills -- auction average
(investment)" or, if not published by 3:00 P.M., New York City time, on the
related Calculation Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
reported as provided by 3:00 P.M., New York City time, on such Calculation
Date, or if no such auction is held in a particular week, then the Treasury
Rate shall be calculated by the Calculation Agent and shall be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New York City
time, on such Treasury Rate Interest Determination Date, of three leading
primary United States government securities dealers selected by the Calculation
Agent, for the issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified on the face hereof; provided, however, that if any of
the dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Treasury Rate determined as of such Treasury
Rate Interest Determination Date shall be the Treasury Rate in effect on such
Treasury Rate Interest Determination Date.
Any provision contained herein, including the determination of an
Interest Rate Basis, the specification of an Interest Rate Basis, calculation
of the interest rate 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 on the face hereof.
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25
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, specified on the face hereof. In addition to any
Maximum Interest Rate applicable hereto pursuant to the above provisions, the
interest rate on this Note will in no event be higher than the maximum rate
permitted by Massachusetts law, as the same may be modified by United States
law of general application. The Calculation Agent shall calculate the interest
rate hereon in accordance with the foregoing on or before each Calculation
Date. Unless otherwise specified on the face hereof, The First National Bank
of Boston will be the Calculation Agent. The determination of any interest
rate by the Calculation Agent shall be final and binding absent manifest error.
At the request of the Holder hereof, the Calculation Agent shall
provide to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which shall become effective as of the next
Interest Reset Date.
If an Event of Default 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 an Original Issue Discount Note, the amount payable to
the Holder of this Note in the event of redemption, repayment or acceleration
of maturity will be equal to (i) the Amortized Face Amount (as defined below)
as of the date of such event, plus (ii) with respect to any redemption of an
Original Issue Discount Note, the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if
any) minus 100% multiplied by the Issue Price specified on the face hereof, net
of any portion of such Issue Price which has been paid prior to the date of
redemption, or the portion of the Issue Price (or the net amount) proportionate
to the portion of the unpaid principal amount to be redeemed, plus (iii) any
accrued interest to the date of such event the payment of which would
constitute qualified stated interest payments within the meaning of Treasury
Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the
"Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the
Issue Price hereof plus (ii) the aggregate portions of the original issue
discount (the excess of the amounts considered as part of the "stated
redemption price at maturity" of such Original Issue Discount Note within the
meaning of Section 1273(a)(2) of the Code, whether denominated as principal or
interest, over the Issue Price) which shall
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26
theretofore have accrued pursuant to Section 1272 of the Code (without regard
to Section 1272(a)(7) of the Code) from the date of issue of such Original
Issue Discount Note to the date of determination, minus (iii) any amount
considered as part of the "stated redemption price at maturity" of such
Original Issue Discount Note which has been paid from the date of issue to the
date of determination.
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, 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 BancBoston Trust Corporation of New York in The
City of New York or the principal office of The First National Bank of Boston
in The City of Boston.
No service charge shall be made for any registration of transfer or
exchange, but the Corporation may require payment of
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27
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.
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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, in 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
Date ______________________ Option to Elect 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 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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