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EXHIBIT 4.26
FORM OF NOTE
[Include if this Note is a Global Note -- THIS NOTE IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT
BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED, IN WHOLE OR IN PART, FOR
SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A
NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY NOTE AUTHENTICATED AND DELIVERED
UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS NOTE
SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange, or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this
Note is registered in the name of Cede & Co. or such other name as requested by
an authorized representative of DTC (and any payment hereon is made to Cede &
Co. or such other entity as is requested by an authorized representative of
DTC), 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.]
THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER
OBLIGATION OF ANY BANK OR NONBANK SUBSIDIARY OF THE COMPANY, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENTAL AGENCY.
CUSIP NO. $ ______________
No.
BANPONCE CORPORATION
_____% Subordinated Notes due __________________ , 2005
BANPONCE CORPORATION, a corporation duly organized and existing
under the laws of the Commonwealth of Puerto Rico (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
, or
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registered assigns, the principal sum of ________________________________
Dollars on ________________________________________________________ , and to
pay interest thereon from _____________ or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on ____________ and ___________ in each year, commencing
_________ , at the rate of ____% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the _________ or ____________
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of interest on this Security due on any Interest
Payment Date (other than interest on this Security due to the Holder hereof at
Maturity) shall be paid by check mailed to the Person entitled thereto at his
last address as it appears on the Security Register or, if a Depositary with
respect to this Security is specified above or if $10,000,000 aggregate
principal amount of Securities of this series with the Interest Payment Dates
specified above are registered in the name of the Holder hereof, in immediately
available funds by wire transfer to such account as may have been designated by
the Person entitled thereto as set forth herein in time for the Paying Agent
under the Indenture to make such payments in accordance with its normal
procedures. Payment of the principal of (and premium, if any) and interest on
this Security due to the Holder hereof at Maturity shall be paid in immediately
available funds upon presentation of this Security for surrender at the office
or agency of the Paying Agent in the Borough of Manhattan, The City of New York,
provided that this Security is presented for surrender in time for the Paying
Agent to make such
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payment in such funds in accordance with its normal procedures.
Any such designation for wire transfer purposes shall be made
by filing the appropriate information with the Trustee at its Corporate Trust
Office in the Borough of Manhattan, The City of New York and, unless revoked by
written notice to the Trustee received on or prior to the Regular Record Date
immediately preceding the applicable Interest Payment Day or the fifteenth
calendar day preceding Maturity, shall remain in effect with respect to any
further payments with respect to this Note payable to such Holder.
Any payment of principal, premium or interest on this Security
due on any day which is not a Business Day in The City of New York need not be
made on such day, but may be made on the next succeeding Business Day in The
City of New York with the same force and effect as if made on the due date and
no interest shall accrue for the period from and after such date. "Business Day"
shall mean, as used herein with respect to any particular location, any day,
other than Saturday and Sunday, which is not a day on which banking institutions
in such location are authorized or obligated by law or executive order to close.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
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IN WITNESS WHEREOF, BANPONCE CORPORATION has caused this
instrument to be signed by its duly authorized officer, and has caused a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.
Dated:
BANPONCE CORPORATION
By:
------------------------
Name:
Title:
By:
------------------------
Name:
Title:
Attest:
By:
-------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
As Trustee
By:
----------------------------
Name:
Title:
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BANPONCE CORPORATION
___% SUBORDINATED NOTES DUE ____________ , 2005
REVERSE OF SECURITY
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in
one or more series under an Indenture, dated as of November 30, 1995 (herein
called the "Indenture"), between the Company and The First National Bank of
Chicago, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee, holders of Senior Indebtedness and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face
hereof, limited in aggregate principal amount to $ _________________.
The indebtedness evidenced by this Security is, to the extent
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness (as defined in the Indenture),
and this Security is issued subject to the provisions of the Indenture with
respect thereto. Each Holder of this Security, by accepting the same, agrees
that each holder of Senior Indebtedness, whether created or acquired before or
after the issuance of the Securities of this series, shall be deemed
conclusively to have relied on such provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness. The Indenture also
provides that if, upon the occurrence of certain events of bankruptcy or
insolvency relating to the Company, there remains, after giving effect to such
subordination provisions, any amount of cash, property or securities available
for payment or distribution in respect of Securities of this series (as defined
in the Indenture, "Excess Proceeds"), and if, at such time, any Entitled Person
(as defined in the Indenture) has not received payment in full of all amounts
due or to become due on or in respect of Other Financial Obligations (as defined
in the Indenture), then such Excess Proceeds shall first be applied to pay or
provide for the payment in full of such Other Financial Obligations before any
payment or distribution may be made in respect of Securities of this series.
This Security is also issued subject to the provisions of the
Indenture regarding payments to Entitled Persons in respect of Other Financial
Obligations. Each
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Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
of this Security and payment of Excess Proceeds as provided in the Indenture and
(c) appoints the Trustee his attorney-in-fact for any and all such purposes.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
In the event that the Company shall be obligated to pay any
Additional Amounts due to a change in law, regulation or interpretation, the
Company may, at its option, redeem this Security as a whole at a redemption
price of 100% of the principal amount thereof together with accrued interest to
the date fixed for redemption.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
If this Security is a Global Security (as specified on the
face hereof), this Security is exchangeable
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only if (x) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for this Global Security or if at any time the
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (y) the Company in its sole discretion
determines that this Global Security shall be exchangeable for definitive
Securities in registered form or (z) an Event of Default, or an event which with
notice or lapse of time or both would become an Event of Default, with respect
to the Securities represented hereby has occurred and is continuing. If this
Security is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for definitive Securities in registered form, bearing interest at
the same rate, having the same date of issuance, redemption provisions, Maturity
Date and other terms and of differing denominations aggregating a like amount.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, including limitations on the exchange of a Global Security,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof
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for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
This Note shall be governed by and construed in accordance with
the laws of the State of New York.
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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 ____________
TEN ENT -- as tenants by the entireties (Cust)
(Minor)
JT TEN -- as joint tenants with right Under Uniform Gifts to
Minors Act
of survivorship and not as
tenants in common
________________________________________ (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note of BANPONCE CORPORATION and does hereby irrevocably constitute
and appoint ____________________________________________________________________
attorney to transfer the said Note on the books of the Company, with full power
of substitution in the premises.
Dated:
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NOTICE: The signature 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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