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Exhibit 4(l)
[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 DEPOSITORY OR A NOMINEE THEREOF. THIS NOTE MAY NOT
BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE
NAME OF, ANY PERSON OTHER THAN THE DEPOSITORY 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.]
REGISTERED NO. FXR- CUSIP NO.
POPULAR, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES 3
2
ORIGINAL ISSUE DATE: INITIAL DATE ON WHICH THE PRINCIPAL AMOUNT
NOTE IS REPAYABLE AT THE $
OPTION OF THE HOLDER:
ISSUE PRICE: REDEEMABLE ON OR AFTER: MATURITY DATE:
(AT OPTION OF THE COMPANY)
INTEREST RATE PER ANNUM: INITIAL REDEMPTION OID DEFAULT AMOUNT:
PERCENTAGE: (Only applicable if Note
issued at original issue
discount)
INTEREST PAYMENT DATES: ANNUAL REDEMPTION DEFAULT RATE:
PERCENTAGE REDUCTION: (Only applicable if Note
issued at original issue
discount)
Depository: REGULAR RECORD DATE(S):
(Only applicable if Note is
a Global Note)
OTHER PROVISIONS:
POPULAR, INC., 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 registered assigns, the principal sum of
______________ at the office or agency of the Company maintained for such
purpose in the Borough of Manhattan, The City of New York (the "Paying Agent"),
on the maturity date specified above (the "Maturity Date"), or if such date is
not a Business Day (as defined below), the next succeeding Business Day, in
such coin or currency as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest on said principal sum
at the rate per annum (computed on the basis of a 360-day year of twelve 30-day
months) specified above, in like coin or currency, from and including the
original issue date of this Note specified above (the "Original Issue Date") or
from and including the most recent Interest Payment Date to which interest has
been duly paid or provided for, on the Interest Payment Date(s) specified above
in each year (each an "Interest Payment Date") and at
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Maturity, until the principal sum hereof has been paid or duly provided for.
The first payment of interest on a Note originally issued between a Regular
Record Date and an Interest Payment Date will be due and payable on the
Interest Payment Date following the next succeeding Regular Record Date to the
Holder on such next succeeding Regular Record Date. The interest so payable on
any Interest Payment Date will be paid to the Holder at the close of business
on the Regular Record Date (specified above) next preceding such Interest
Payment Date and interest payable at Maturity will be paid to the Person to
whom said principal sum is payable. Any such interest not so punctually paid or
duly provided for ("Defaulted Interest") 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 Note (or one or more predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee referred to on the reverse hereof, notice
whereof shall be given to the Holder of this Note not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner,
all as more fully provided in the Indenture (as defined on the reverse hereof).
Payment of interest on this Note due on any Interest Payment Date
(other than interest on this Note 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 Depository with respect to this
Note is specified above or if $10,000,000 aggregate principal amount of Notes
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 (the "Paying Agent")
under the Indenture to make such payments in accordance with its normal
procedures. Payment of the principal of and any premium and interest on this
Note due to the Holder hereof at Maturity shall be paid in immediately
available funds upon presentation of this Note for surrender at the office or
agency of the Paying Agent in the Borough of Manhattan, The City of New York,
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provided that this Note is presented for surrender in time for the Paying
Agent to make such 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 Note 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.
Additional provisions of this Note are contained on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully
set forth at this place.
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This Note shall not be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by an
authorized signatory of the Trustee or its duly authorized agent under the
Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF,POPULAR, INC. 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:
POPULAR, INC.
By:
------------------------
By:
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Attest:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This Note is one of a designated series of Debt Securities described in
the Indenture referred to on the reverse hereof
The First National Bank
of Chicago, as Trustee,
By:
--------------------
Authorized Signatory
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POPULAR, INC.
MEDIUM-TERM FIXED RATE NOTE, SERIES 3
This Note is one of a duly authorized issue of debentures, notes and
other evidences of indebtedness of the Company (hereinafter called the "Debt
Securities"), issued or to be issued under and pursuant to an indenture dated
as of February 15, 1995, as supplemented by the First Supplemental Indenture,
dated as of May 8, 1997 (together, hereinafter called the "Indenture"), duly
executed and delivered by the Company to The First National Bank of Chicago, as
Trustee (hereinafter called the "Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, duties and immunities thereunder of the Trustee and the rights
thereunder of the Holders of the Debt Securities. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may
be subject to different redemption provisions, if any, may be subject to
different sinking, purchase or analogous funds, if any, may be subject to
different covenants and events of default, and may otherwise vary as provided
or permitted in the Indenture. This Note is one of a series of the Debt
Securities, which series is designated as the Medium-Term Notes, Series 3 (the
"Notes") of the Company and is limited in aggregate initial offering price of
up to $1,000,000,000, less the aggregate initial offering price of "Securities"
(as defined in the Prospectus, dated May 22, 1997, relating to debt securities
and preferred stock of the Company, Popular International Bank, Inc. and
Popular North America, Inc.) authenticated and delivered upon original
issuance, other than the Notes. The Notes may mature at different times, bear
interest, if any, at different rates, be redeemable at different times or not
at all, be repayable at the option of the Holder at different times or not at
all, be issued at an original issue discount, and be denominated in different
currencies.
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In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions 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 Debt 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 Debt 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 Debt Securities of each series at the
time Outstanding, on behalf of the Holders of all Debt Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
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 the Note as a whole at a redemption price of 100% of the
principal amount thereof (or, if such Note is an original issue discount note,
100% of the OID Default Amount) together with accrued interest to the date
fixed for redemption.
If so provided on the face of this Note, this Note may also be redeemed
by the Company on and after the date so indicated on the face hereof;
provided,however, that the first two paragraphs of Section 1103 of the
Indenture shall not apply to this Note, and if less than all of the Notes
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are to be redeemed, the Company may select, from Notes that are subject to
redemption pursuant to the terms thereof, the Note or Notes, or portion or
portions thereof, to be redeemed. On and after the date, if any, from which
this Note may be redeemed, this Note may be redeemed in whole or in part, at
the option of the Company at a redemption price equal to the product of the
principal amount of this Note to be redeemed multiplied by the Redemption
Percentage, together with accrued interest, if any, to the date fixed for
redemption. The Redemption Percentage shall initially equal the Initial
Redemption Percentage specified on the face of this Note, and shall decline at
each anniversary of the initial date that this Note is redeemable by the amount
of the Annual Redemption Percentage Reduction specified on the face of this
Note, until the Redemption Percentage is equal to 100%.
If so provided on the face of this Note, this Note will be repayable in
whole or in part in increments of $1,000, provided that the remaining principal
amount of any Note surrendered for partial repayment shall be at least $1,000,
on any Business Day on or after the "Initial Date on which the Note is
Repayable at the Option of the Holder" (as stated on the face hereof), at the
option of the Holder, at 100% of the principal amount to be repaid, plus
accrued interest, if any, to the repayment date. In order for the exercise of
the option to be effective and the Note to be repaid, the Company must receive
at the applicable address of the Paying Agent set forth below or at such other
place or places of which the Company shall from time to time notify the Holder
of this Note, on or before the thirtieth, but not earlier than the sixtieth
calendar day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, either (i) this Note, with the form
below entitled "Option to Elect Repayment" duly completed, or (ii) a telegram,
telex, facsimile transmission, or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting
forth (a) the name, address, and telephone number of the Holder of this Note,
(b) the principal amount of this Note and the
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amount of this Note to be repaid, (c) a statement that the option to elect
repayment is being exercised thereby, and (d) a guarantee stating that the
Paying Agent on behalf of the Company will receive this Note, with the form
below entitled "Option to Elect Repayment" duly completed, not later than five
Business Days after the date of such telegram, telex, facsimile transmission,
or letter (and this Note and form duly completed are received by the Paying
Agent on behalf of the Company by such fifth Business Day). Any such election
shall be irrevocable. The address to which such deliveries are to be made is
The First National Bank of Chicago, Attention: Securities Processing Division,
14 Wall Street, Eighth Floor, New York, New York 10005 (or, at such other
places as the Company shall notify the Holders of the Notes). All questions as
to the validity, eligibility (including time of receipt) and acceptance of any
Note for repayment will be determined by the Company, whose determination will
be final and binding.
If this Note is issued with an original issue discount, (i) if an Event
of Default with respect to the Notes shall have occurred and be continuing, the
amount of principal of this Note which may be declared due and payable in the
manner, with the effect and subject to the conditions provided in the
Indenture, shall be determined in the manner set forth under "OID Default
Amount" on the face hereof, and (ii) in the case of a default of payment in
principal upon acceleration, redemption, repayment at the option of the Holder
or at the Maturity Date hereof, in lieu of any interest otherwise payable, the
overdue principal of this Note shall bear interest at a rate of interest per
annum equal to the Default Rate stated on the face hereof (to the extent that
the payment of such interest shall be legally enforceable), which shall accrue
from the date of such acceleration, redemption, repayment at the option of the
Holder or Maturity Date, as the case may be, to the date payment has been made
or duly provided for or such default has been waived in accordance with the
terms of the Indenture.
The Notes are issuable in definitive form without coupons in
denominations of $1,000 and integral multiples thereof. Upon due presentment
for registration of transfer of this
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Note at the office or agency of the Company maintained for such purpose in
the Borough of Manhattan, The City of New York, a new Note or Notes in
authorized denominations for an equal aggregate principal amount and like tenor
will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Indenture and to the limitations described below if
applicable, without charge except for any tax or other governmental charge
imposed in connection therewith.
If this Note is a Global Note (as specified on the face hereof), this
Note is exchangeable only if (x) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for this Global Note or if at any
time the Depository 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 Note shall be exchangeable for
definitive Notes 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 Notes represented hereby has occurred and is continuing.
If this Note is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for definitive Notes in registered form, bearing interest (if any)
at the same rate or pursuant to the same formula, having the same date of
issuance, redemption provisions, if any, Maturity Date and other terms and of
differing denominations aggregating a like amount.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the places, at the respective times, at the rate and in the currency herein
prescribed.
The Company, the Trustee and any paying agent may deem and treat the
Holder hereof as the absolute owner of this Note at such Holder's address as it
appears on the Security Register as kept by the Trustee or duly authorized
agent of the Company (whether or not this Note shall be overdue), for the
purpose of receiving payment of or on account hereof and
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for all other purposes, and neither the Company nor the Trustee nor any Paying
Agent shall be affected by any notice to the contrary. All payments made to or
upon the order of such registered Holder shall, to the extent of the sum or
sums paid, satisfy and discharge liability for moneys payable on this Note.
Terms used herein which are defined in the Indenture and are not
defined herein shall have the respective meanings assigned thereto 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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OPTION TO ELECT REPAYMENT
TO BE COMPLETED ONLY IF THIS NOTE IS REPAYABLE
AT THE OPTION OF THE HOLDER AND THE HOLDER
ELECTS TO EXERCISE SUCH RIGHTS
The undersigned hereby irrevocably requests and instructs the Company
to repay the within Note (or portion thereof specified below) pursuant to its
terms at a price equal to the principal amount thereof, together with interest
to the repayment date, to the undersigned, at
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(Please print or type name and address of the undersigned)
For this Note to be repaid the Company must receive at the Corporate
Trust Office of the Trustee in The City of New York or at such other place or
places of which the Company shall from time to time notify the Holder of the
within Note, on or before the thirtieth, but not earlier than the sixtieth,
calendar day, or, if such day is not a Business Day, the next succeeding
Business Day, prior to the repayment date, (i) this Note, with this "Option to
Elect Repayment" form duly completed, or (ii) a telegram, telex, facsimile
transmission, or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth (a) the name,
address, and telephone number of the Holder of the Note, (b) the principal
amount of the Note and the amount of the Note to be repaid, (c) a statement
that the option to elect repayment is being exercised thereby, and (d) a
guarantee stating that the Note to be repaid with this form duly completed will
be received by the Paying Agent on behalf of the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission,
or letter (and such Note and form duly completed are received by the Paying
Agent on behalf of the Company by such fifth Business Day). Exercise of the
repayment option by the Holder shall be irrevocable.
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If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be an integral multiple of
$1,000) which the Holder elects to have repaid: __________________________; and
specify the denomination or denominations (which shall be $1,000 or an integral
multiple thereof) of the Note or Notes to be issued to the Holder for the
portion of the within Note not being repaid (in the absence of any
specification, one such Note will be issued for the portion not being repaid):
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Date:
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Notice:The signature to this Option to Elect Repayment must correspond with
the name as written upon the face of the Note in every particular without
alteration or enlargement or any other 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 _____
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
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
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the within Note of POPULAR, INC. 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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