1
Exhibit 4(m)
[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. FLR- CUSIP NO.
POPULAR, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES 3
ORIGINAL ISSUE DATE: INITIAL INTEREST RATE: PRINCIPAL AMOUNT
$
MATURITY DATE: INTEREST RATE BASIS: INDEX MATURITY:
IF LIBOR:
[ ] LIBOR REUTERS SPREAD:+
REDEEMABLE ON OR AFTER [ ] LIBOR TELERATE -
(AT OPTION OF THE COMPANY): INDEX CURRENCY:
IF THE CMT RATE: INTEREST PAYMENT PERIOD:
INITIAL REDEMPTION [ ] 7055
PERCENTAGE: [ ] 7052 INTEREST RATE RESET
2
MATURITY INDEX: PERIOD:
MAXIMUM INTEREST RATE:
Depository:
INITIAL DATE ON WHICH THE SPREAD MULTIPLIER:
NOTE IS REPAYABLE AT THE (Only applicable if this Note
OPTION OF THE HOLDER: ANNUAL REDEMPTION is a Global Note)
PERCENTAGE REDUCTION:
INTEREST PAYMENT DATES:
MINIMUM INTEREST RATE:
INTEREST CALCULATION DATES:
(If other than ten calendar CALCULATION AGENT:
days after the Interest
Determination Date)
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 purposes in the Borough of
Manhattan, The City of New York (the "Paying Agent"), on the maturity date shown
above (the "Maturity Date"), or if such date is not a Business Day, 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 commencing with the first Interest Payment Date specified above
following the Original Issue Date specified above or from and including the most
recent Interest Payment Date to which interest has been duly paid or provided
for monthly, quarterly, semi-annually or annually as specified above under
"Interest Payment Period", on the Interest Payment Dates specified above and at
Maturity, on said principal sum at said offices or agencies, in like coin or
currency, at a rate per annum equal to the Initial Interest Rate specified above
until the first Interest Reset Date following the Original Issue Date specified
above and thereafter at a rate per annum determined in accordance with the
provisions on the reverse hereof under the heading "Determination of Interest
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Rate Per Annum for Certificate of Deposit Rate Notes", "Determination of
Interest Rate Per Annum for Commercial Paper Rate Notes", "Determination of
Interest Rate Per Annum for CMT Rate", "Determination of Interest Rate Per Annum
for Eleventh District Cost of Funds Rate Notes", "Determination of Interest Rate
Per Annum for Federal Funds Rate Notes", "Determination of Interest Rate Per
Annum for LIBOR Notes", "Determination of Interest Rate Per Annum for Prime Rate
Notes" or "Determination of Interest Rate Per Annum for Treasury Rate Notes",
depending upon whether the Interest Rate Basis specified above is Certificate of
Deposit Rate, Commercial Paper Rate, CMT Rate, Eleventh District Cost of Funds
Rate, Federal Funds Rate, LIBOR, Prime Rate or Treasury Rate; provided, however,
that if any Interest Payment Date specified above would otherwise fall on a day
that is not a Business Day (as defined herein), such Interest Payment Date will
be the next succeeding Business Day, except that in the event that the Interest
Rate Basis for this Note is LIBOR, if such day falls in the next calendar month,
such Interest Payment Date will be the next preceding day that is a Business
Day. Interest on this Note shall accrue (a) if the rate at which interest on
this Note is payable shall be adjusted monthly, quarterly, semi-annually or
annually, as specified above under "Interest Rate Reset Period" and as
determined in accordance with the provisions on the reverse hereof, from the
Interest Payment Date next preceding the date of this Note to which interest has
been paid, unless the date hereof is an Interest Payment Date to which interest
has been paid, in which case from the date of this Note, or unless no interest
has been paid on this Note, in which case from the Original Issue Date specified
above, until the principal sum hereof has been paid or duly provided for or (b)
if the rate at which interest on this Note is payable shall be adjusted daily or
weekly, as specified above under "Interest Rate Reset Period" and as determined
in accordance with the provisions on the reverse hereof, from the Regular Record
Date (as defined herein) next preceding the date of this Note through which
interest has been paid, unless the date hereof is a Regular Record Date through
which interest has been paid, in which case from the day after the date of this
Note, or unless no interest has been paid on this Note, in which case from the
Original Issue Date specified above, until the principal sum hereof has been
paid or duly provided for; provided, however, that if the Original Issue Date is
after any Regular Record Date preceding any Interest Payment Date and before
such Interest Payment Date, interest
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on this Note shall accrue from such Interest Payment Date unless the rate at
which interest on this Note is payable shall be adjusted daily or weekly, as
provided above under "Interest Rate Reset Period" and as determined in
accordance with the provisions on the reverse hereof, in which case interest on
this Note shall accrue from such Regular Record Date, or, in either case, if no
interest has been paid on this Note, from the Original Issue Date specified
above. 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 next preceding such
Interest Payment Date, and interest payable at Maturity will be paid to the
Person to whom said principal sum is payable; provided, however, that the first
payment of interest on a Note originally issued between a Regular Record Date
and an Interest Payment Date will be made on the Interest Payment Date following
the next succeeding Regular Record Date to the Holder on such next succeeding
Regular Record Date. 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). "Regular Record
Date" shall mean the fifteenth day, whether or not such date shall be a Business
Day, prior to any Interest Payment Date. "Business Day" shall mean, as used
herein with respect to any particular location, any day, other than a Saturday
or Sunday, which is (a) not a day on which banking institutions in such location
are authorized or obligated by law or executive order to close and (b), in the
event that the Interest Rate Basis for this Note is LIBOR, a London Banking
Day. "London Banking Day" shall mean any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
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 made
by check
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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 appropriately designated by the Person entitled thereto as set
forth herein in time for the Paying Agent to make such payment in such funds 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
made in immediately available funds upon presentation of this Note at the office
or agency of the Paying Agent in the Borough of Manhattan, The City of New York,
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 Paying Agent at its Corporate Trust Office
or agency in the Borough of Manhattan, The City of New York and, unless revoked
by written notice to the Paying Agent received on or prior to the Regular Record
Date immediately preceding the applicable Interest Payment Date or the fifteenth
day preceding Maturity, shall remain in effect with respect to any further
payments with respect to this Note payable to such Holder.
If any Interest Payment Date with respect to this Note would otherwise
fall on a day that is not a Business Day such Interest Payment Date shall be
postponed to the next day that is a Business Day provided, however, that in the
event that the Interest Rate Basis for this Note is LIBOR, if such Business Day
falls in the next succeeding calendar month, such payment shall be made on the
immediately preceding Business Day. If the date of Maturity of this Note would
fall on a day that is not a Business Day, the payment of principal, premium, if
any, and interest shall be made on the next succeeding Business Day, and no
interest on such payment shall accrue for the period from and after Maturity.
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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.
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.
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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:
------------------------
Attest:
--------------------
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 FLOATING RATE NOTE, SERIES 3
This Note is one of a duly authorized issue of debentures, notes or
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, and be denominated in different
currencies.
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The interest rate in effect from the date of issue to the first Interest
Reset Date shall be the Initial Interest Rate specified on the face hereof.
Commencing with the first Interest Reset Date following the Original Issue Date
specified on the face hereof, the rate at which interest on this Note is payable
shall be adjusted daily, weekly, monthly, quarterly, semi-annually or annually
as specified on the face hereof under "Interest Rate Reset Period". Each such
adjusted rate shall be applicable from and including the Interest Reset Date to
which it relates but not including the next succeeding Interest Reset Date or
until Maturity, as the case may be. Subject to applicable provisions of law and
except as specified herein, on each Interest Reset Date, the rate of interest on
this Note shall be the rate determined with respect to the Interest
Determination Date next preceding such Interest Reset Date in accordance with
the provisions of the applicable heading below.
If the Interest Rate Basis specified on the face of this Note is the
Certificate of Deposit Rate, Commercial Paper Rate, CMT Rate, Federal Funds Rate
or Prime Rate, the Interest Determination Date with respect to any Interest
Reset Date shall be the second Business Day immediately preceding such Interest
Reset Date. If the Interest Rate Basis specified on the face hereof is the
Treasury Rate, the Interest Determination Date with respect to any Interest
Reset Date shall be the day of the week in which such Interest Reset Date falls
on which Treasury bills are auctioned; provided, however, that if, as a result
of a legal holiday, an auction with respect to any week is held on the preceding
Friday, such Friday shall be the Interest Determination Date with respect to the
Interest Reset Date occurring in the next succeeding week. If the Interest Rate
Basis specified on the face of this Note is the Eleventh District Cost of Funds
Rate, the Interest Determination Date with respect to any Interest Reset Date
shall be the last Business Day of the month immediately preceding such Interest
Reset Date on which the Federal Home Loan Bank of San Francisco publishes the
Eleventh District Cost of Funds Index (as defined below). If the Interest Rate
Basis specified on the face of this Note is LIBOR, the Interest Determination
Date with respect to any Interest Reset Date
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shall be the second London Banking Day preceding such Interest Reset Date.
If the Interest Rate Reset Period specified on the face hereof is daily,
the Interest Reset Dates with respect to this Note shall be each Business Day.
If the Interest Rate Reset Period specified on the face of this Note is weekly,
the Interest Reset Dates with respect to this Note shall be Wednesday of each
week; provided, however, that if the Interest Rate Basis specified on the face
of this Note is the Treasury Rate, the Interest Reset Dates with respect to this
Note shall be Tuesday of each week. If the Interest Rate Reset Period specified
on the face of this Note is monthly, the Interest Reset Dates with respect to
this Note shall be the third Wednesday of each month; provided, however, if the
Interest Rate Basis specified on the face of this Note is the Eleventh District
Cost of Funds Rate, the Interest Reset Date with respect to this Note shall be
the first Business Day of each month. If the Interest Rate Reset Period
specified on the face of this Note is quarterly, the Interest Reset Dates with
respect to this Note shall be the third Wednesday of March, June, September and
December of each year. If the Interest Rate Reset Period specified on the face
of this Note is semi-annual, the Interest Reset Dates with respect to this Note
shall be the third Wednesday of the two months in each year specified on the
face hereof under Interest Rate Reset Period. If the Interest Rate Reset Period
specified on the face of this Note is annual, the Interest Rate Reset Dates with
respect to this Note shall be the third Wednesday of the month in each year
specified on the face hereof under Interest Rate Reset Period. Notwithstanding
the foregoing, if the Interest Rate Basis specified on the face hereof is
Treasury Rate and any Interest Reset Date with respect to this Note falls on a
day on which Treasury bills are to be auctioned, then such Interest Reset Date
shall be postponed to the next succeeding Business Day. If any Interest Reset
Date with respect to this Note would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be postponed to the next succeeding Business
Day; provided, however, if the Interest Rate Basis specified on the face hereof
is LIBOR, if such next succeeding Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day. Unless otherwise
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specified on the face hereof, the Calculation Date with respect to any Interest
Determination Date shall be the earlier of (i) the tenth calendar day after such
Interest Determination Date, or if any such day is not a Business Day (as
defined in the Indenture) the next succeeding Business Day or (ii) the Business
Day preceding the applicable Interest Payment Date or Maturity, as the case may
be.
Determination of Interest Rate Per Annum for Certificate of Deposit Rate
Notes. If the Interest Rate Basis specified on the face hereof is Certificate
of Deposit Rate, the Interest Rate per annum determined with respect to any
Interest Determination Date shall equal the rate on such date, adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof,
and/or by multiplication by the Spread Multiplier, if any, specified on the face
hereof and calculated to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards, for
negotiable certificates of deposit having the Index Maturity specified on the
face hereof as published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)." In the event that
such rate is not published prior to 3:00 P.M., New York City time, on the
Calculation Date with respect to such Interest Determination Date, then the
Certificate of Deposit Rate with respect to such Interest Reset Date shall be
the rate (adjusted and/or multiplied and calculated as described above) on such
Interest Determination Date for negotiable certificates of deposit having the
Index Maturity specified on the face hereof as published by the Federal Reserve
Bank of New York in its daily statistical release, "Composite 3:30 P.M.
Quotations for U.S. Government Securities," or any successor publication of the
Federal Reserve Bank of New York ("Composite Quotations"), under the heading
"Certificates of Deposit." If by 3:00 P.M., New York City time, on the
Calculation Date with respect to such Interest Determination Date such rate is
not published in either H.15(519) or Composite Quotations, the Certificate of
Deposit Rate with respect to such Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic
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mean (adjusted and/or multiplied and calculated as described above) of the
secondary market offered rates, as of 10:00 A.M., New York City time, on such
Interest Determination Date, of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United States
money center banks (in the market for negotiable certificates of deposit) with a
remaining maturity closest to the Index Maturity, specified on the face hereof
in denominations of U.S. $5,000,000; provided, however, that, if fewer than
three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Certificate of Deposit Rate with respect to such
Interest Determination Date will be the Certificate of Deposit Rate in effect on
such Interest Determination Date.
Determination of Interest Rate Per Annum for Commercial Paper Rate
Notes. If the Interest Rate Basis specified on the face hereof is Commercial
Paper Rate, the interest rate per annum determined with respect to any Interest
Determination Date shall equal (a) the Money Market Yield (as defined herein) of
the rate on such Interest Determination Date for commercial paper having the
Index Maturity specified on the face hereof, (i) as such rate is published in
H.15(519), under the heading "Commercial Paper," or (ii) if such rate is not so
published on or prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, as published in Composite
Quotations, under the heading "Commercial Paper," or (b) if by 3:00 P.M., New
York City time, on the Calculation Date with respect to such Interest
Determination Date, such rate is not published in either of such publications,
the Money Market Yield of the arithmetic mean of the offered rates, as of 11:00
A.M., New York City time, on such Interest Determination Date, of three leading
dealers in 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 industrial issuers whose bond rating is "Aa," or the
equivalent, from a nationally recognized rating agency, in each of the above
cases, adjusted by the addition or subtraction of the Spread, if any, specified
on the face hereof, and/or by multiplication by the Spread Multiplier,
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if any, specified on the face hereof and calculated to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards; provided, however, that if fewer than three
dealers selected as aforesaid by the Calculation Agent are quoting rates as
described above, the interest rate per annum hereon with respect to such
Interest Determination Date shall be the Commercial Paper Rate in effect hereon
on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = 100 x 360 x D
-------------
360 - (D x M)
where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal calculated to seven decimal places,
without rounding; and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Determination of Interest Rate Per Annum for CMT Rate Notes. If the
Interest Rate Basis specified on the face hereof is CMT Rate, the Interest Rate
per annum determined with respect to any Interest Determination Date shall equal
the rate displayed on the Designated CMT Telerate Page (as defined herein) 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 herein) for (i) if the Designated CMT Telerate Page
is 7055, the rate on such Interest Determination Date and (ii) if the Designated
CMT Telerate Page is 7052, the week, or the month, as applicable, ended
immediately preceding the week in which the related Interest Determination Date
occurs. If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as
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published in the relevant 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 the 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
Interest Determination Date with respect to such Interest Reset Date as may then
be published by either the Board of Governors of the Federal Reserve System or
the United States Department of the Treasury that the Calculation Agent
determines to be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). If such information is
not provided by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for such 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 closing offer side prices as of approximately 3:30 P.M.,
New York City time, on the Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York selected
by the Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of
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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 Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity based on the arithmetic mean of the
secondary market offer side prices as of approximately 3:30 P.M., New York City
time, on the Interest Determination Date of three Reference Dealers in The City
of New York (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the number of years
that is the next highest to the Designated CMT Maturity Index and a remaining
term to maturity closest to the Designated CMT Maturity Index and in an amount
of at least $100 million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be based on the
arithmetic mean of the offer prices obtained and neither the highest nor the
lowest of such quotes will be eliminated; provided, however, that if fewer than
three Reference Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on such Interest
Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated above (or any other page as may replace
such page on that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)), for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If no such page is specified, the
Designated CMT Telerate Page shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity of
the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified on the face hereof with respect to which the CMT Rate will be
calculated. If no such maturity is specified, the Designated CMT Maturity Index
shall be 2 years.
Determination of Interest Rate Per Annum for Eleventh District Cost of
Funds Notes. If the Interest Rate Basis specified on the face hereof is
Eleventh District Cost of Funds, the interest rate per annum determined with
respect to any Interest Determination Date shall be the rate equal to the
monthly weighted average cost of funds for the
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calendar month immediately preceding the month in which such Interest
Determination Date falls, as set forth under the caption "11th District" on
Telerate Page 7058 as of 11:00 A.M., San Francisco time, on such Interest
Determination Date. If such rate does not appear on Telerate Page 7058 on any
related Interest Determination Date, the Eleventh District Cost of Funds Rate
for such Interest Determination Date shall be the monthly weighted average cost
of funds paid by member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the FHLB of San
Francisco as such cost of funds for the calendar month immediately preceding the
date of such announcement. If the FHLB of San Francisco fails to announce such
rate for the calendar month immediately preceding such Interest Determination
Date, then the Eleventh District Cost of Funds Rate determined as of the
Interest Determination Date will be the Eleventh District Cost of Funds Rate in
effect on such Interest Determination Date. In determining that the Federal
Home Loan Bank of San Francisco has failed in any month to publish the Eleventh
District Cost of Funds Index, the Calculation Agent may conclusively rely on any
written advice of the Federal Home Loan Bank of San Francisco to such effect.
Determination of Interest Rate Per Annum for Federal Funds Rate Notes.
If the Interest Rate Basis specified on the face hereof is Federal Funds Rate,
the interest rate per annum determined with respect to any Interest
Determination Date shall equal the rate, adjusted by the addition or subtraction
of the Spread, if any, specified on the face hereof, and/or by multiplication by
the Spread Multiplier, if any, specified on the face hereof and calculated to
the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards, on such Interest
Determination Date for Federal Funds as published in H.15(519) under the heading
"Federal Funds (Effective)." In the event that such rate is not so published
prior to 3:00 P.M., New York City time, on the Calculation Date with respect to
such Interest Determination Date, then the Federal Funds Rate with respect to
such Interest Determination Date will be the rate (adjusted or multiplied and
calculated as described above)
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on such 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 Calculation Date with respect to such Interest Determination
Date such rate is not published in either H.15(519) or Composite Quotations, the
Federal Funds Rate with respect to such Interest Reset Date shall be calculated
by the Calculation Agent and shall be the arithmetic mean (adjusted and/or
multiplied and calculated as described above) of the rates for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent as of 9:00 A.M., New York City time, on such Interest Determination Date;
provided, however, that if fewer than three brokers selected as aforesaid by the
Calculation Agent are quoting rates as mentioned in this sentence, the Federal
Funds Rate with respect to such Interest Determination Date shall be the Federal
Funds Rate in effect on such Interest Determination Date.
Determination of Interest Rate Per Annum for LIBOR Notes. If the
Interest Rate Basis specified on the face hereof is LIBOR, the interest rate per
annum determined with respect to any Interest Determination Date relating to a
LIBOR Note (a "LIBOR Interest Determination Date") shall equal LIBOR, adjusted
by the addition or subtraction of the Spread, if any, specified on the face
hereof, and/or by multiplication by the Spread Multiplier, if any, specified on
the face hereof and calculated to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded
upwards, determined by the Calculation Agent in accordance with the following
provisions: (i) LIBOR will be determined as set forth on the face hereof, as
either (a) the arithmetic mean of the offered rates for deposits in U.S. dollars
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having the Index Maturity specified on the face hereof, commencing on the
second London Banking Day immediately following such LIBOR Interest
Determination Date, that appear on the Reuters Screen LIBO Page as of 11:00
A.M., London time, on such LIBOR Interest Determination Date, if at least two
such offered rates appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or
(b) the rate for deposits in U.S. dollars having the Index Maturity specified on
the face hereof, commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date, that appears on Telerate Page
3750 as of 11:00 A.M., London time, on such LIBOR Interest Determination Date
("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display designated as
page "LIBO" on the Reuters Monitor Money Rates Service (or such other page as
may replace page LIBO on that service for the purpose of displaying London
interbank offered rates of major banks). "Telerate Page 3750" means the display
designated as page "3750" on the Telerate Service (or such other page as may
replace the 3750 page on that service or such other service or services as may
be nominated by the British Bankers' Association for the purpose of displaying
London interbank offered rates for U.S. dollar deposits). If neither LIBOR
Reuters nor LIBOR Telerate is specified above, LIBOR will be determined if LIBOR
Telerate had been specified. If LIBOR Reuters is specified above and at least
two such offered rates appear on the Reuters Screen LIBO Page, the rate in
respect of such LIBOR Interest Determination Date will be the arithmetic mean of
such offered rates as determined by the Calculation Agent. If fewer than two
offered rates appear on the Reuters Screen LIBO Page, or if no rate appears on
Telerate Page 3750, as applicable, LIBOR in respect of such LIBOR Interest
Determination Date will be determined as if the parties had specified the rate
described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates for the applicable Index Maturity appear on the Reuters
Screen LIBO Page, as specified in (i)(a) above, or on which no rate appears on
Telerate Page 3750, as specified in (i)(b) above, as applicable, LIBOR will be
determined on the basis of the rates at which deposits in U.S. dollars having
the Index Maturity specified above are offered at approximately 11:00 A.M.,
London time, on such LIBOR Interest Determination Date by four major banks in
the London interbank market selected by the Calculation Agent (the "Reference
Banks") to prime banks in the London interbank market, commencing on the second
London Banking Day immediately following such LIBOR Interest Determination Date
and in a principal amount equal
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to an amount of not less than U.S. $1 million that is representative for a
single transaction in such market at such time. The Calculation Agent will
request the principal London office of each of the Reference Banks to provide a
quotation of its rates. If at least two such quotations are provided, LIBOR for
such LIBOR Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR for such LIBOR
Interest Determination Date will be the arithmetic mean of the rates quoted by
11:00 A.M., New York City time, on such LIBOR Interest Determination Date by
three major banks in The City of New York selected by the Calculation Agent for
loans in U.S. dollars to leading European banks, having the Index Maturity
specified in the applicable Pricing Supplement, commencing on the second London
Banking Day immediately following such LIBOR Interest Determination Date and in
a principal amount equal to an amount of not less than U.S. $1 million that is
representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR will be LIBOR in effect on such
LIBOR Interest Determination Date.
Determination of Interest Rate Per Annum for Prime Rate Notes. If the
Interest Rate Basis specified on the face hereof is Prime Rate, Prime Rate
determined with respect to any Interest Determination Date shall equal the rate
adjusted by the addition or subtraction of the spread, if any, specified on the
face hereof, and/or by multiplication by the Spread Multiplier, if any,
specified on the face hereof and calculated to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards, set forth in H.15(519) for such date opposite
the caption "Bank Prime Loan." If such rate is not yet published by 3:00 P.M.,
New York City time, on the Calculation Date, the Prime Rate for such Prime Rate
Interest Determination Date will be the arithmetic mean of the rates of interest
publicly announced by each bank named on the Reuters screen USPRIME1 Page as
such bank's prime rate or base lending rate as in effect for such Prime Rate
Interest Determination Date as quoted on the Reuters Screen
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USPRIME1 Page on such Prime Rate Interest Determination Date, or, if fewer
than four such rates appear on the Reuters Screen USPRIME1 Page for such Prime
Rate Interest Determination Date, the rate shall be the arithmetic mean of the
prime rates quoted on the basis of the actual number of days in the year divided
by a 360-day year as of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in The City of New York
selected by the Calculation Agent from which quotations are requested. If fewer
than four quotations are provided, the Prime Rate shall be calculated by the
Calculation Agent and shall be determined as the arithmetic mean of four prime
rates quoted on the basis of the actual number of days in the year divided by a
360-day year as of the close of business on such Prime Rate Interest
Determination Date as furnished in The City of New York on such date 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 a Federal or State authority, selected
by the Calculation Agent to quote such rate or rates; provided, however, that if
the Prime Rate is not published in H.15(519) and the banks or trust companies
selected as aforesaid are not quoting as mentioned in this sentence, the Prime
Rate with respect to such Prime Rate Interest Determination Date will be the
interest rate otherwise in effect on such Prime Rate Interest Determination
Date. "Reuters Screen USPRIME1 Page" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may
replace page USPRIME1 on that service for the purpose of displaying prime rates
or base lending rates of major United States banks).
Determination of Interest Rate Per Annum for Treasury Rate Notes. If
the Interest Rate Basis specified on the face hereof is Treasury Rate, the
interest rate per annum determined with respect to any Interest Determination
Date shall equal the rate adjusted by the addition or
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subtraction of the spread, if any, specified on the face hereof, and/or by
multiplication by the Spread Multiplier, if any, specified on the face hereof
and calculated to the nearest one hundred-thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards, for the most
recent auction of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof as published in
H.15(519), under the heading "Treasury bills -- Auction Average (Investment)"
or, if not so published by 3:00 P.M., New York City time, on or prior to the
Calculation Date pertaining to such Interest Determination Date, the auction
average rate for the aforementioned auction for such Interest Determination
Date (expressed as a bond equivalent, calculated to the nearest one
hundred-thousandth of a percentage point, rounded upwards, on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of the Treasury,
in either case, adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, and/or by multiplication by the Spread
Multiplier, if any, specified on the face hereof and calculated to the nearest
one hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards. In the event that the results of the
auctions of Treasury bills having the Index Maturity specified on the face
hereof are not published or reported as provided above by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such Interest Determination
Date or if no such auction is held for a particular week, then the Treasury
Rate with respect to such Interest Determination Date shall be a yield to
maturity (expressed as a bond equivalent, calculated to one hundred-thousandth
of a percentage point, without rounding, on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean
(adjusted and/or multiplied and calculated as described above) of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on such
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
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Index Maturity specified on the face hereof; provided, however, that if fewer
than three dealers selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the Treasury Rate with respect to such Interest
Determination Date shall be the Treasury Rate in effect on such Interest
Determination Date.
Notwithstanding the foregoing, the interest rate per annum 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. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Interest Determination Date.
The interest rate on this Note shall in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application. At the request of the Holder hereof, the
Calculation Agent will provide to the Holder hereof the interest rate hereon
then in effect and, if different, the interest rate which will become effective
as a result of a determination made on the most recent Interest Determination
Date with respect to this Note.
Interest payments hereon will include interest accrued to but excluding
the applicable Interest Payment Date. Accrued Interest hereon from the Original
Issue Date or from the last date to which interest hereon has been paid, as the
case may be, 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 factors calculated for each day from the Original Issue
Date or from the last date to which interest shall have been paid or duly
provided for, as the case may be, up to but not including the date for which
accrued interest is being calculated. The interest factor for each such day
shall be computed by dividing the interest rate per annum applicable to such day
by 360 if the Interest Rate Basis specified on the face hereof is Certificate of
Deposit
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Rate, Commercial Paper Rate, Eleventh District Cost of Funds Rate, Federal
Funds Rate, LIBOR or Prime Rate or by the actual number of days in the year if
the Interest Rate Basis specified on the face hereof is Treasury Rate or CMT
Rate.
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 together with accrued interest to the date fixed for
redemption.
If so provided on the face of this Note, this Note may be redeemed by
the Company on and after the date so
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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 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 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 face amount hereof, plus accrued interest,
if any, to the repayment date. In order for the exercise of the option to be
effective and the Notes 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 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
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number of the Holder of this Note, (b) the principal amount of this Note and
the 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.
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 Note at the office or agency of the
Company maintained for such purposes 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
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event which with notice or lapse of time or both would be 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
registered Holder hereof as the absolute owner of this Note at such Holder's
address as it appears on the Security Register of the Company 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
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, effectually satisfy and discharge liability for moneys payable on
this Note.
Terms used herein which are defined in the Indenture and 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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27
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 _________________________________
_______________________________________________________________________________
(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 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 is irrevocable.
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof
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(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 such specification, one such Note will be
issued for the portion not being repaid): _______________
Date:
---------------------
- -----------------------------------------------------------------------
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
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
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: ---------------------------
------------
---------------------------
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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