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EXHIBIT 4(o)
[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 Note
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 NORTH AMERICA, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES D
Payment of Principal, Premium, if any, and Interest
Guaranteed by
POPULAR, INC.
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
MATURITY INDEX: PERIOD:
MAXIMUM INTEREST RATE:
Depository:
INITIAL DATE ON WHICH THE SPREAD MULTIPLIER:
NOTE IS REPAYABLE AT THE (Only applicable if this Note
2
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 NORTH AMERICA, INC., a corporation duly organized and
existing under the laws of the State of Delaware (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 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
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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 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
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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 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
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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.
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 NORTH AMERICA, 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 NORTH AMERICA, INC.
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 NORTH AMERICA, INC.
MEDIUM-TERM FLOATING RATE NOTE, SERIES D
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"), all unconditionally guaranteed by Popular, Inc.
(hereinafter called the "Guarantor") and issued or to be issued under and
pursuant to an indenture dated as of October 1, 1991, as supplemented by the
First Supplemental Indenture, dated as of February 28, 1995, and the Second
Supplemental Indenture, dated as of May 8, 1997 (together, hereinafter called
the "Indenture"), duly executed and delivered by the Company and the Guarantor
to The First National Bank of Chicago, as Trustee (hereinafter called the
"Trustee") and as Successor Trustee to Citibank, N.A., 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 D (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 the
Guarantor) 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.
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
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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
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 this 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
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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
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
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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 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
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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, 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
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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
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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 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 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
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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 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
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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) 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
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15
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 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
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16
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 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
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17
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 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
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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 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 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
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19
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 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.
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20
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 Guarantor 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, the Guarantor 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 and the Guarantor 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 Guarantor 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 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%.
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21
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 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
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22
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 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 Guarantor, 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
Guarantor 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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23
GUARANTEE
OF
POPULAR, INC.
Popular, Inc. (the "Guarantor") hereby unconditionally
guarantees to the Holder of this Security duly authenticated and delivered by
the Trustee, the due and punctual payment of the principal, and premium, if
any, of (including any amount in respect of original issue discount) and
interest, if any (together with any Additional Amounts payable pursuant to the
terms of this Security), on this Security and the due and punctual payment of
the sinking fund payments, if any, and analogous obligations, if any, provided
for pursuant to the terms of this Security, when and as the same shall become
due and payable, whether at Stated Maturity or upon redemption, repayment or
upon declaration of acceleration or otherwise according to the terms of this
Security and of the Indenture. In case of default by the Company in the
payment of any such principal, any premium or interest (together with any
Additional Amounts payable pursuant to the terms of this Security), sinking
fund payment, or analogous obligation, the Guarantor agrees duly and punctually
to pay the same. The Guarantor hereby agrees that its obligations hereunder
shall be as principal and not merely as surety, and shall be absolute and
unconditional irrespective of any extension of the time for payment of this
Security, any modification of this Security, any invalidity, irregularity or
unenforceability of this Security or the Indenture, any failure to enforce the
same or any waiver, modification, consent or indulgence granted to the Company
with respect thereto by the Holder of this Security or the Trustee, or any
other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a demand or
proceeding first against the Company, protest or notice with respect to this
Security or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this guarantee will not be discharged as to this Security except
by payment in full of the principal of, and any premium or interest (together
with any Additional Amounts payable pursuant to the terms of this Security),
thereon.
The Guarantor irrevocably waives any and all rights to which
it may be entitled, by operation of law or otherwise, upon making any payment
hereunder (i) to be subrogated to the rights of a Holder against the Company
with respect to such payment or otherwise to be reimbursed,
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24
indemnified or exonerated by the Company in respect thereof or (ii) to receive
any payment, in the nature of contribution or for any other reason, from any
other obligor with respect to such payment.
This guarantee shall not be valid or become obligatory for any
purpose with respect to this Security until the certificate of authentication
on this Security shall have been signed by the Trustee.
This guarantee is governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, Popular, Inc. has caused this guarantee to
be signed by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.
POPULAR, INC.
By:
--------------------------------
By:
--------------------------------
Attested:
--------------------------
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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 _________
___________________________________________________________ (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 (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
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26
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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27
--------------------
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 ------- ------------
JT TEN -- as joint tenants with right (Cust) (Minor)
of survivorship and not as Under Uniform Gifts to Minors Act
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 NORTH AMERICA, 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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