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EXHIBIT 4(b)
[FORM OF SENIOR FLOATING RATE GLOBAL MEDIUM-TERM NOTE]
THIS NOTE IS A DIRECT, UNCONDITIONAL UNSECURED AND UNSUBORDINATED OBLIGATION OF
BANKBOSTON CORPORATION (THE "CORPORATION"), IS NOT A SAVINGS ACCOUNT, DEPOSIT OR
OTHER OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENT AGENCY.
THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE SENIOR
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY"), OR ITS NOMINEE, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
BENEFICIAL INTERESTS IN THIS CERTIFICATE WILL BE SHOWN ON, AND TRANSFERS THEREOF
WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY AND ITS
PARTICIPANTS. BANKBOSTON, N.A. IN BOSTON, MASSACHUSETTS AND SECURITIES TRANSFER
& REPORTING SERVICES, INC. IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK
(COLLECTIVELY, THE "PAYING AGENTS") WILL ACT AS THE CORPORATION'S PAYING AGENTS
WITH RESPECT TO THIS NOTE. THE CORPORATION MAY AT ANY TIME RESCIND THE
DESIGNATION OF A PAYING AGENT, APPOINT A SUCCESSOR PAYING AGENT OR APPROVE A
CHANGE IN THE OFFICE THROUGH WHICH ANY PAYING AGENT ACTS.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE CORPORATION OR ITS AGENTS FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
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REGISTERED CUSIP No. __________________ PRINCIPAL AMOUNT
No. FLR ____ ________________
BANKBOSTON 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 If Telerate Page 7052:
[ ] Weekly Average
[ ] Monthly Avenue
Designated CMT Maturity Index:
DESIGNATED LIBOR 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 CATEGORY: 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: DISCOUNT NOTE:
[ ] Yes [ ] Yes
[ ] No [ ] No
Issue Price: %
DEFAULT RATE:
OTHER PROVISIONS:
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BANKBOSTON CORPORATION, a Massachusetts corporation ("Issuer" or the
"Corporation," which terms include any successor corporation under the Senior
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal amount of _______________,
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon, at 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 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
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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, and, if so specified on the face hereof, in an
Addendum hereto, which further provisions shall for all purposes have the same
force and effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Authenticating Agent, 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.
BANKBOSTON CORPORATION
[SEAL] By:
---------------------------------------
Name:
Title:
Attest:
By:
--------------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION This Note is one of the Securities referred to in
the Senior Indenture referred to herein.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By: BANKBOSTON, N.A., as
Authenticating Agent
By: Dated:
-------------------------------- -----------------------
Name:
Title:
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[Reverse of Note]
BankBoston
Medium-Term Note
(Senior Floating Rate)
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Corporation designated as its Senior Medium-Term
Notes (the "Notes"). The Notes are issued and to be issued under a Senior
Indenture dated as of June 15, 1992 (herein the "Senior Indenture") between the
Corporation and Norwest Bank Minnesota, National Association, Trustee (the
"Trustee" which term shall include any duly appointed successor trustee acting
in such capacity), to which Senior Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Corporation, the Trustee and the Holders of the Securities and
the terms upon which the Securities are, and are to be, authenticated and
delivered. Copies of the Senior Indenture are on file and available for
inspection at the offices of the Trustee located at 6th Street and Marquette
Avenue, Minneapolis, Minnesota 55479 or at such other place or places the
Trustee shall designate by notice to the person in whose name this Note is
registered (the "Holder") on the Security Register (as defined below). The terms
of individual Notes may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment and
otherwise.
The Notes are issuable only in registered form without coupons in the
Authorized Denominations specified on the face hereof. As provided in the Senior
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes denominated as
authorized, as requested by the Holder surrendering the same.
Unless otherwise specified herein, payments of principal of and premium,
if any, and interest on this Note are payable by the Corporation in the
Specified Currency specified on the face hereof (or, if such Specified Currency
is not at the time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country which issued such
Specified Currency as at the time of such payment is legal tender for the
payment of such debts). If the Specified Currency specified on the face hereof
is other than United States dollars, any such amounts paid by the Corporation
will be converted by the Exchange Rate Agent specified on the face hereof into
United States dollars for payment to the Holder of this Note.
If the Specified Currency on the face hereof is other than United States
dollars, any United States dollar amount to be received by the Holder of this
Note will be based on the highest bid quotation in The City of New York received
by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on
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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 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
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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.
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
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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.
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
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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 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
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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:
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
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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 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
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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 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
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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 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
U.S. dollar amounts used in or resulting from such calculation will be rounded
to the nearest cent or, in the case of a Specified Currency other than U.S.
dollars, to the nearest unit (with one-half cent or unit 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 (as
defined below) of the country issuing such Specified Currency unless the
Specified Currency is ECU, in which case such day is also not a day that appears
as an ECU non-settlement day on the display designated as "ISDE" on the Reuter
Monitor Money Rates Service (or is not a day designated as an ECU non-settlement
day by the ECU Banking Association) or, if ECU non-settlement days do not appear
on that page (and are not so designated), a day that is not a day on which
payments in ECU cannot be settled in the international interbank market);
PROVIDED, FURTHER, that, if LIBOR is an applicable Interest Rate Basis, such day
is also a London Business Day. "London Business
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Day" means any day on which dealings in the Designated LIBOR Currency (as
hereinafter defined) are transacted in the London interbank market. "Principal
Financial Center" means the capital city of the country issuing the Specified
Currency (except as described in the immediately preceding sentence with respect
to ECU), except that with respect to U.S. dollars, Australian dollars, Canadian
dollars, Deutsche marks, Dutch guilders, Italian lire and Swiss francs, the
"Principal Financial Center" shall be The City of New York, Sydney, Toronto,
Frankfurt, Amsterdam, Milan (solely with respect to the Specified Currency) and
Zurich, respectively.
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
weekly, or the monthly average as indicated on the face hereof, for the week or
the month, as applicable, ended immediately preceding the week or the month in
which the related CMT Rate Interest Determination Date falls. 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 ("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 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 offered rates as of approximately 3:30 P.M., New York
City time, on the CMT Rate Interest Determination Date reported, according to
their written
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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 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 offered rates 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 offered rates 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
Markets Limited (or any successor 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)). If
no such page is specified on the face hereof, the Designated CMT Telerate Page
shall be 7052.
"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 caption "Commercial Paper--Nonfinancial". 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 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 a
non-financial entity 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.
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
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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 the Index 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 United States dollar 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 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
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Determination Date (a "LIBOR Interest Determination Date") in accordance with
the following provisions:
(i) (a) "LIBOR Reuters" is specified on the face hereof, the
arithmetic mean of the offered rates (unless the Designated LIBOR Page by its
terms provides only for a single rate, in which case such single rate shall be
used) for deposits in the Designated LIBOR Currency having the Index Maturity,
commencing on the applicable Interest Reset Date, that appear (or, if only a
single rate is required as aforesaid, appears) on the Designated LIBOR Page as
of 11:00 A.M., London time, on such LIBOR Interest Determination Date, or (b)
"LIBOR Telerate" is specified on the face hereof, or if neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the rate for deposits in the Designated LIBOR Currency having
the Index Maturity, commencing on such Interest Reset Date, that appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date. If fewer than two such offered rates so appear, or if no
such rate so appears, as applicable, LIBOR on such LIBOR Interest Determination
Date shall 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 Designated LIBOR Page as specified in clause (i) above, the Calculation
Agent shall 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
Designated LIBOR Currency for the period of the Index Maturity, commencing on
the applicable Interest Reset 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 the Designated LIBOR Currency in such market at such time. If at
least two such quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of such quotations. If fewer than
two such quotations are so provided, then LIBOR 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 Designated
LIBOR Currency to leading European banks, having the Index Maturity and in a
principal amount that is representative for a single transaction in the
Designated LIBOR 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.
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"Designated LIBOR Currency" means the currency or composite currency
specified on the face hereof as to which LIBOR shall be calculated or, if no
such currency or composite currency is specified on the face hereof, United
States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the Designated LIBOR Currency, or (b)
if "LIBOR Telerate" is specified on the face hereof or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the display on the Dow Jones Markets Limited (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the Designated LIBOR Currency, unless
the Designated LIBOR Currency specified in the applicable Pricing Supplement is
U.S. dollars, in which case the display designated as page "3750" on the Dow
Jones Telerate Service (or such other page as may replace such page on such
service).
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 USPRIME1 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
appear on the Reuters Screen USPRIME1 Page for such Prime Rate Interest
Determination Date, the Prime Rate shall be the arithmetic mean of the prime
rates or base lending 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 four major money center banks in The City of
New York selected by the Calculation Agent. If fewer than four such rates appear
on the Reuters Screen USPRIME1 Page, the Prime Rate will be the arithmetic mean
of the prime rates or base lending 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 four major money center banks
in The City of New York selected by the Calculation Agent. If fewer than four
such quotations are so provided, then the Prime Rate shall be the arithmetic
mean of four prime rates quoted on the basis of
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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 as furnished in The
City of New York by the major money center banks, if any, that have provided
such quotations and by a reasonable number of substitute banks or trust
companies to obtain four such prime rate quotations, provided such substitute
banks or trust companies are organized and doing business under the laws of the
United States, or any State thereof, each having total equity capital of at
least $500 million and being subject to supervision or examination by Federal or
State authority, selected by the Calculation Agent to provide such rate or
rates; PROVIDED, HOWEVER, that if the banks or trust companies selected as
aforesaid are not 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.
"Reuters Screen USPRIME1 Page" means the display on the Reuter Monitor
Money Rates Service (or any successor service) on the "USPRIME1" page (or such
other page as may replace the USPRIME1 page on such 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
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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.
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, BankBoston, N.A. 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 specified on the face hereof as a Discount Note, the
amount payable to the Holder of this Note in the event of redemption, repayment
or acceleration of maturity of this Note will be equal to the sum of (1) the
Issue Price specified on the face hereof (increased by any accruals of the
Discount, as defined below) and, in the event of any redemption of this Note (if
applicable), multiplied by the Initial Redemption Percentage (as adjusted by the
Annual Redemption Percentage Reduction, if applicable) and (2) any unpaid
interest accrued thereon to the Redemption Date, Repayment Date or date of
acceleration of maturity, as the case may be. The difference between the Issue
Price and 100% of the principal amount of this Note is referred to herein as the
"Discount."
For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Repayment Date or date of acceleration of maturity of
this Note, such Discount will be
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accrued so as to cause an assumed yield on the Note to be constant. The assumed
constant yield will be calculated using a 30-day month, 360-day year convention,
a compounding period that, except for the Initial Period (as defined below),
corresponds to the shortest period between Interest Payment Dates (with ratable
accruals within a compounding period), a constant coupon rate equal to the
initial interest rate applicable to this Note and an assumption that the
maturity of this Note will not be accelerated. If the period from the Original
Issue Date to the initial Interest Payment Date (the "Initial Period") is
shorter than the compounding period for this Note, a proportionate amount of the
yield for an entire compounding period will be accrued. If the Initial Period is
longer than the compounding period, then such period will be divided into a
regular compounding period and a short period, with the short period being
treated as provided in the preceding sentence.
The Senior Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Corporation and the rights of the Holders of the Securities
of each series to be affected under the Senior Indenture at any time by the
Corporation and the Trustee with the consent of the Holders of 66 2/3% in
aggregate principal amount of the Securities at the time Outstanding, as defined
in the Senior Indenture, of each series affected thereby. The Senior Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Outstanding Securities of each series at the
time, on behalf of the Holders of all Securities of each series, to waive
compliance with certain provisions of the Senior Indenture and certain past
defaults under the Senior Indenture and their consequences. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.
No reference herein to the Senior Indenture and no provision of this
Note or of the Senior Indenture shall alter or impair the obligation of the
Corporation, which is absolute and unconditional, to pay the principal of and
interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Senior Indenture and subject to certain limitations
therein set forth, this registered Note may be presented for transfer (duly
endorsed or accompanied by a written instrument of transfer, if so required by
the Corporation or the Security Registrar) or exchanged for other Notes of the
same series at the office of Securities Transfer & Reporting Services, Inc. in
The City of New York or the principal office of BankBoston, N.A. in The City of
Boston.
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No service charge shall be made for any registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Corporation or the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Corporation,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Note and the Senior Indenture shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.
All terms used in this Note which are defined in the Senior Indenture
shall have the meanings assigned to them in the Senior Indenture.
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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 Option
Date ________________________________ 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 Social Security or Taxpayer
Identification No.) ___________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_____________ (Please print or typewrite name and address including postal zip
code of assignee)
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
_________________________________ attorney to transfer said Note on the books
of the Corporation with full power of substitution in the premises.
Dated: ____________________ ___________________________________________
NOTICE: The signature of the registered Holder to this assignment must
correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or any
change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--................Custodian......................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
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