1
EXHIBIT 10(iv)
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY") TO THE BANK 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 THE
DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY ANY NOMINEE OF THE DEPOSITARY
TO ANOTHER NOMINEE OF THE DEPOSITARY OR THE DEPOSITARY.
THE MINIMUM DENOMINATION OF THIS NOTE IS $250,000. THIS NOTE MAY NOT
BE ISSUED OR EXCHANGED FOR A NOTE OR NOTE(S) IN ANY DENOMINATION LESS THAN
$250,000.
No. FLR-_____ REGISTERED
CUSIP NO.: _____
FIRST NATIONAL BANK OF OHIO
GLOBAL BANK NOTE
(Floating Rate)
ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT: $
INITIAL INTEREST RATE: _______% MATURITY DATE:
INTEREST RATE BASIS: REGULAR RECORD
DATES (if other than the
15th day prior to each Interest
IF LIBOR: Payment Date):
[ ] Libor Telerate
[ ] Libor Reuters
INTEREST PAYMENT DATE(S):
2
IF CMT RATE: INDEX CURRENCY:
Designated CMT Telerate Page:
Designated CMT Maturity Index:
INDEX MATURITY: INTEREST RESET PERIOD:
SPREAD (PLUS OR MINUS): SPREAD MULTIPLIER:
DAY COUNT CONVENTION:
[ ] 30/360 for the period
from _____ to _____.
MAXIMUM INTEREST RATE: [ ] Actual/360 for the period
from _____ to _____.
MINIMUM INTEREST RATE: [ ] Actual/Actual for the
INTEREST RESET DATES: period from _____ to _____.
INITIAL REDEMPTION DATE: CALCULATION AGENT:
INITIAL REDEMPTION DEFAULT RATE: _____%
PERCENTAGE:
ORIGINAL ISSUE DISCOUNT NOTE:
ANNUAL REDEMPTION PERCENTAGE [ ] YES
REDUCTION: [ ] NO
Total Amount of OID:
Yield to Maturity:
HOLDER'S OPTIONAL REPAYMENT Initial Accrual Period:
DATE(S): Issue Price: %
OTHER PROVISIONS: ADDENDUM ATTACHED:
[ ] YES
[ ] NO
2
3
First National Bank of Ohio, a national banking association organized
under the laws of the United States (the "Bank"), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
________________________________________________________________________________
__________________________________________ United States Dollars on the
Maturity Date specified above (except to the extent redeemed or repaid prior to
the Maturity Date) and to pay interest thereon from and including the Original
Issue Date specified above or from and including the most recent interest
payment date (or, if the Interest Reset Period specified above is daily or
weekly, from, and including, the day following the most recent Regular Record
Date) to which interest on this Note (or any predecessor Note) has been paid or
duly provided for (each, an "Interest Payment Date"), on the Interest Payment
Dates specified above and on the Maturity Date or upon earlier redemption or
repayment, if applicable, commencing on the first Interest Payment Date next
succeeding the Original Issue Date (or, if the Original Issue Date is between a
Regular Record Date (as defined below) and the Interest Payment Date
immediately following such Regular Record Date, on the second Interest Payment
Date following the Original Issue Date), at a rate per annum equal to the
Initial Interest Rate specified above until the first Interest Reset Date
following the Original Issue Date and, on and after such Interest Reset Date,
at the rate determined in accordance with the provisions set forth herein or in
any Addendum relating hereto, until the principal hereof is paid or made
available for payment, and (to the extent that the payment of such interest
shall be legally enforceable) at the Default Rate per annum specified above on
any overdue principal, premium, if any, and installment of interest. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will be paid to the person in whose name this Note (or any
predecessor Note) is registered at the close of business on the Regular Record
Date for such interest, which shall be the 15th calendar day (whether or not a
Business Day) before such Interest Payment Date (unless otherwise specified on
the face hereof) (each, a "Regular Record Date"); provided, however, that
interest payable on the Maturity Date or upon earlier redemption or repayment,
if applicable, will be payable to the person to whom principal shall be
payable. Any such interest not so punctually paid or duly provided for shall
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 any predecessor Note)
is registered at the close of business on a special record date for the payment
of such defaulted interest (the "Special Record Date") to be fixed by the
Bank, notice of which shall be given to the holders of Notes not less than 10
calendar days prior to such Special Record Date, or be paid at any time in any
other lawful manner.
Payment of principal of, premium, if any, and interest on, this Note
will be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. The
Bank will at all times appoint and maintain a paying agent authorized by the
Bank to pay the principal of, premium, if any, and interest on, this Note on
behalf of the Bank and having an office or agency in The City of New York (the
"Place of Payment"), where this Note may be presented or surrendered for
payment and where notices, designations or requests in respect of payments with
respect to this Note may be served.
THIS NOTE IS A DIRECT, UNCONDITIONAL AND UNSECURED GENERAL OBLIGATION
OF THE BANK, DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER INSURER.
3
4
Payment of the principal of, premium, if any, and interest on, this
Note due on the Maturity Date or upon earlier redemption or repayment, if
applicable, will be made in immediately available funds upon presentation and
surrender of this Note to the Paying Agent (as defined below) at the Paying
Agent's office in the Place of Payment; provided that this Note is presented to
the Paying Agent in time for the Paying Agent to make such payment in
accordance with its normal procedures. Payments of interest on this Note
(other than on the Maturity Date or upon earlier redemption or repayment) will
be made by wire transfer to such account as has been appropriately designated
to the Paying Agent by the person entitled to such payments.
Reference herein to "this Note", "hereof", "herein" and comparable
terms shall include any Addendum hereto if an Addendum is specified above.
This Note is one of a duly authorized issue of Bank Notes due from 30
days or more from date of issue of the Bank (herein called the "Notes"). The
Notes are issuable under the Issuing and Paying Agency Agreement, dated as of
April 27, 1995 (the "Paying Agency Agreement"), between the Bank and Chemical
Bank, as issuing and paying agent (the "Paying Agent"), which term includes any
successor Paying Agent under the Paying Agency Agreement. Reference is hereby
made to such Paying Agency Agreement and all supplements thereto for a
statement of the respective rights thereunder of the Bank, the Paying Agent and
the holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Paying Agency Agreement may be amended from
time to time in accordance with the terms thereof, but any such amendment will
not affect the rights of the holder hereof. In acting under the Paying Agency
Agreement, the Paying Agent is acting solely as agent of the Bank and does not
assume any obligation or relationship of agency or trust for any of the owners
or holders of Notes, except that any funds held by the Paying Agent for payment
on this Note shall be held in trust as provided in the Paying Agency Agreement.
If any Interest Payment Date (other than an Interest Payment Date at
the Maturity Date or date of earlier redemption or repayment of this Note)
would otherwise be a day that is not a Business Day, such Interest Payment Date
will be the next succeeding Business Day, except that, in the case that the
Interest Rate Basis specified on the face hereof is LIBOR, if such Business Day
is in the next succeeding calendar month, such Interest Payment Date will be
the immediately preceding Business Day. Except as provided above, interest
payments will be made on the Interest Payment Dates specified on the face
hereof. If the Maturity Date or date of earlier redemption or repayment of
this Note would otherwise be a day that is not a Business Day, the related
payment of principal, premium, if any, and interest on, this Note shall be made
on the next succeeding Business Day with the same force and effect as if made
on the date such payment was due, and no interest shall accrue on the amount so
payable for the period from and after such Maturity Date or date of earlier
redemption or repayment, as the case may be, to and including such next
succeeding Business Day. "Business Day" means any day that is not a Saturday
or Sunday and that is not a day on which banking institutions in The City of
New York or Akron, Ohio generally are authorized or obligated by law,
regulation or executive order to close, and with respect to Notes with respect
to this Note if the Interest Rate Basis specified on the face hereof is LIBOR,
any day on which dealings in deposits in United States dollars are transacted
in the London interbank market (a "London Business Day").
4
5
This Note will not be subject to any sinking fund. If so provided on
the face of this Note, this Note may be redeemed by the Bank on and after the
Initial Redemption Date, if any, specified on the face hereof. If no Initial
Redemption Date is specified on the face hereof, this Note may not be redeemed
prior to the Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time either in whole or in part from time to
time in increments of $1,000 (provided that any remaining principal amount
hereof shall be at least $250,000) at the option of the Bank at the applicable
Redemption Price (as defined below), together with accrued and unpaid interest
hereon at the applicable rate borne by this Note to the date of redemption
(each such date, a "Redemption Date"), on written notice given not more than 60
nor less than 30 calendar days prior to the Redemption Date by the Bank to the
registered holder hereof. Whenever less than all the Notes at any time
outstanding are to be redeemed, the terms of the Notes to be so redeemed shall
be selected by the Bank. If less than all the Notes with identical tenor and
terms at any time outstanding are to be redeemed, the Notes to be so redeemed
shall be selected by the Paying Agent by lot or in any usual manner approved by
it. In the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the holder hereof upon
the surrender hereof.
The "Redemption Price" shall initially be the Initial Redemption
Percentage specified on the face hereof of the principal amount of this Note to
be redeemed and shall decline at each anniversary of the Initial Redemption
Date specified on the face hereof by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the holder
hereof in accordance with the terms hereof on the Holder's Optional Repayment
Date(s), if any, specified on the face hereof. If no Holder's Optional
Repayment Date is specified on the face hereof, this Note will not be so
repayable at the option of the holder hereof prior the Maturity Date. On any
Holder's Optional Repayment Date, this Note will be repayable in whole or in
part in increments of $1,000 (provided that any remaining principal amount
hereof will be at least $250,000) at the option of the holder hereof at a
repayment price equal to 100% of the principal amount to be repaid, together
with accrued and unpaid interest hereon payable to the date of repayment. For
this Note to be repaid in whole or in part at the option of the holder hereof
on a Holder's Optional Repayment Date, this Note must be delivered, with the
form entitled "Option to Elect Repayment" below duly completed, to the Paying
Agent at its offices located at 450 West 33rd Street, New York, New York 10001,
Attention: Corporate Trust Group, or at such address of which the Bank shall
from time to time notify the holders of the Notes, not more than 60 nor less
than 30 calendar days prior to such Holder's Optional Repayment Date. In the
event of repayment of this Note in part only, a new Note for the unrepaid
portion hereof shall be issued in the name of the holder hereof upon the
surrender hereof. Exercise of such repayment option by the holder hereof shall
be irrevocable.
If this Note is an Original Issue Discount Note, the amount payable to
the holder of this Note in the event of redemption, repayment or acceleration
of maturity will be equal to (i) the Amortized Face Amount (as defined below)
as of the date of such event, plus (ii) with respect to any redemption of an
Original Issue Discount Note, the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if
any)
5
6
minus 100% multiplied by the Issue Price specified on the face hereof, net of
any portion of such Issue Price which has been paid prior to the date of
redemption, or the portion of the Issue Price (or the net amount) proportionate
to the portion of the unpaid principal amount to be redeemed, plus (iii) any
accrued interest to the date of such event the payment of which would
constitute qualified stated interest payments within the meaning of Treasury
Regulation 1.1273-1(c) under the Internal Revenue Code of 1986, as amended (the
"Code"). The "Amortized Face Amount" shall mean an amount equal to (i) the
Issue Price hereof plus (ii) the aggregate portions of the original issue
discount (the excess of the amounts considered as part of the "stated
redemption price at maturity" of such Original Issue Discount Note within the
meaning of Section 1273(a)(2) of the Code, whether denominated as principal or
interest, over the Issue Price) which shall theretofore have accrued pursuant
to Section 1272 of the Code (without regard to Section 1272(a)(7) of the Code)
from the date of issue of such Original Issue Discount Note to the date of
determination, minus (iii) any amount considered as part of the "stated
redemption price at maturity" of such Original Issue Discount Note which has
been paid from the date of issue to the date of determination.
The rate of interest on this Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each such period, an "Interest
Reset Period" for this Note, and the first calendar day of an Interest Reset
Period, an "Interest Reset Date"), as specified on the face hereof; provided,
however, that the interest rate in effect from the Original Issue Date to the
first Interest Reset Date will be the Initial Interest Rate specified on the
face hereof. 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 will be
the next succeeding Business Day, except that in the event that the Interest
Rate Basis specified on the face hereof is LIBOR, if such Business Day is in
the next succeeding calendar month, such Interest Reset Date will be the
immediately preceding Business Day.
Except as otherwise provided herein, the rate of interest on this Note
for each Interest Reset Date shall be the rate determined in accordance with
the provisions set forth under the applicable heading below corresponding to
the Interest Rate Basis specified on the face hereof:
COMMERCIAL PAPER RATE. If the Interest Rate Basis of this Note is the
Commercial Paper Rate, the interest rate hereon for any Interest Reset Date
shall equal the Commercial Paper Rate (as determined below), as adjusted (x) by
the addition or subtraction of the Spread, if any, specified on the face hereof
and/or (y) by the multiplication by the Spread Multiplier, if any, specified on
the face hereof. "Commercial Paper Rate" means the Money Market Yield
(calculated as described below) of the rate (quoted on a discount basis) on the
relevant Commercial Paper Interest Determination Date (as defined below) for
commercial paper having the Index Maturity specified on the face hereof as such
rate is published by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") in the weekly statistical release entitled
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication published by the Federal Reserve Board ("H.15(519)") under the
heading "Commercial Paper". If such rate is not published prior to 3:00 P.M.,
New York City time, on the Calculation Date (as defined below) pertaining to
such Commercial Paper Interest Determination Date, then the Commercial Paper
Rate will be the Money Market Yield (calculated as described below) of the rate
(quoted on a discount basis) on such Commercial Paper Interest Determination
Date for commercial paper
6
7
having the Index Maturity specified on the face hereof as such rate is
published by the Federal Reserve Bank of New York in its daily statistical
release entitled "Composite 3:30 P.M. Quotation for U.S. Government Securities"
or any successor publication published by the Federal Reserve Bank of New York
("Composite Quotations") under the heading "Commercial Paper". If such rate is
not yet published in either H.15(519) or in Composite Quotations by 3:00 P.M.,
New York City time, on such Calculation Date, the Commercial Paper Rate for
such Commercial Paper Interest Determination Date will be calculated by the
Calculation Agent and will be the Money Market Yield of the arithmetic mean of
the offered rates as of 11:00 A.M., New York City time, on such Commercial
Paper Interest Determination Date, of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent for commercial
paper having the Index Maturity specified on the face hereof placed for an
industrial issuer whose senior unsecured bond rating is "AA", or the
equivalent, from a nationally recognized statistical rating organization;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate
determined on such Commercial Paper Interest Determination Date will be the
rate determined on the immediately preceding Commercial Paper Interest
Determination Date or, in the case of the first Commercial Paper Interest
Determination Date, the Initial Interest Rate specified on the face hereof.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
LIBOR. If the Interest Rate Basis of this Note is LIBOR, the interest
rate hereon for any Interest Reset Date shall equal LIBOR (as determined
below), as adjusted (x) by the addition or subtraction of the Spread, if any,
specified on the face hereof and/or (y) by the multiplication by the Spread
Multiplier, if any, specified on the face hereof. LIBOR shall be determined by
the Calculation Agent in accordance with the following provisions:
(a) With respect to any LIBOR Interest Determination Date
(as defined below), LIBOR will be, as specified on the face hereof,
either: (i) the rate of deposits in United States dollars having the
Index Maturity specified on the face hereof, commencing on the second
London Business Day immediately following that LIBOR Interest
Determination Date, that appears on the Telerate Page 3750, as of
11:00 A.M., London time, on that LIBOR Interest Determination Date
("LIBOR Telerate"), or (ii) the arithmetic mean of the offered rates
for deposits in United States dollars having the Index Maturity
specified on the face hereof, commencing on the second London Business
Day immediately after that LIBOR Interest Determination Date, that
appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time,
on that LIBOR Interest Determination Date, if at least two such
offered rates appear on the Reuters Screen LIBO Page ("LIBOR
Reuters"). "Telerate Page 3750" means the display designated as page
"3750" on the Telerate Service (or such other page
7
8
as may replace the 3750 page on that service or such other services as
may be nominated by the British Bankers' Association for the purpose
of displaying London interbank offered rates for United States dollar
deposits). "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 the LIBO page on that service for the purpose of
displaying London interbank offered rates of major banks). If neither
LIBOR Telerate nor LIBOR Reuters is specified on the face hereof,
LIBOR will be determined as if LIBOR Telerate had been specified. If
no rate appears on the Telerate Page 3750, or if fewer than two
offered rates appear on the Reuters Screen LIBO Page, as
applicable, LIBOR in respect of that LIBOR Interest Determination Date
will be determined as if the parties had specified the rate described
in (b) below.
(b) With respect to a LIBOR Interest Determination Date on
which no rate appears on Telerate Page 3750, as specified in (a)(i)
above, or on which fewer than two offered rates appear on the Reuters
Screen LIBO Page, as specified in (a)(ii) above, as applicable, LIBOR
will be determined on the basis of the rates at which deposits in
United States dollars having the Index Maturity specified on the
face hereof are offered at approximately 11:00 A.M., London time, on
that LIBOR Interest Determination Date by four major banks in the
London interbank market selected by the Calculation Agent ("Reference
Banks") to prime banks in the London interbank market, commencing on
the second London Business Day immediately following that LIBOR
Interest Determination Date and in a principal amount of not less than
$1,000,000 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 rate. If at least two such quotations are provided, LIBOR in
respect of that LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR in respect of that LIBOR Interest Determination Date
will be the arithmetic mean of the rates quoted at approximately 11:00
A.M., New York City time, on that LIBOR Interest Determination Date by
three major banks in The City of New York selected by the Calculation
Agent for loans in United States dollars to leading European banks
having the Index Maturity specified on the face hereof commencing on
the second London Business Day following that LIBOR Interest
Determination Date and in a principal amount of not less than
$1,000,000 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 with respect to such LIBOR Interest Determination
Date will be LIBOR determined on the immediately preceding LIBOR
Interest Determination Date or, in the case of the first LIBOR
Interest Determination Date, the Initial Interest Rate specified on
the face hereof.
TREASURY RATE. If the Interest Rate Basis of this Note is the
Treasury Rate, the interest rate hereon for any Interest Reset Date shall equal
the Treasury Rate (as determined below) as adjusted (x) by the addition or
subtraction of the Spread, if any, specified on the face hereof and/or (y) by
the multiplication by the Spread Multiplier, if any, specified on the face
hereof. "Treasury Rate" means the rate for the most recent auction of direct
obligations of the United States ("Treasury bills") having the Index Maturity
specified on the face hereof, as such rate is published in H.15(519) under the
heading "Treasury Bills-auction average (investment)" or, if no
8
9
such rate is published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Treasury Interest Determination Date (as defined
below), the auction average rate (expressed as a bond equivalent, on the basis
of a year of 365 or 366 days, as applicable, and applied on a daily basis) for
such auction as otherwise announced by the United States Department of the
Treasury. If the results of the auction of Treasury bills having the Index
Maturity specified on the face hereof are neither published in H.15(519) nor
otherwise published or reported as provided above by 3:00 P.M., New York City
time, on such Calculation Date, or if no such auction is held in a particular
week, then the Treasury Rate will be the rate published in H.15(519) under the
heading "U.S. Government Securities/Treasury Bills/Secondary Market" (expressed
as a bond equivalent yield on the basis of a 365 or 366 day year, as
applicable, on a daily basis), or if not so published by 3:00 P.M. New York
City time on the related Calculation Date, the Treasury Rate will be calculated
by the Calculation Agent and will be a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market bid
rates as of 3:30 P.M., New York City time, on such Treasury Interest
Determination Date, of three leading primary United States government
securities dealers in The City of New York 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 or, if there are two such issues that are
equidistant from the Index Maturity specified on the face hereof, then the
longer of the two; provided, however, that if the dealers selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
Treasury Rate for such Treasury Interest Determination Date will be the
Treasury Rate determined on the immediately preceding Treasury Interest
Determination Date or, in the case of the first Treasury Interest Determination
Date, the Initial Interest Rate specified on the face hereof.
CD RATE. If the Interest Rate Basis of this Note is the CD Rate, the
interest rate hereon for any Interest Reset Date shall equal the CD Rate (as
determined below), as adjusted (x) by the addition or subtraction of the
Spread, if any, specified on the face hereof and/or (y) by the multiplication
by the Spread Multiplier, if any, specified on the face hereof. "CD Rate"
means the rate on the relevant CD Interest Determination Date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof,
as published in H.15(519) under the heading "Cds (Secondary Market)". If such
rate is not so published before 3:00 P.M. New York City time, on the
Calculation Date pertaining to such CD Interest Determination Date, then the CD
Rate will be the rate on such CD Interest Determination Date for negotiable
certificates of deposit having the Index Maturity specified on the face hereof
as published in Composite Quotations under the heading "Certificates of
Deposit". If such rate is not yet published in either H.15(519) or in
Composite Quotations by 3:00 P.M., New York City time, on such Calculation
Date, the CD Rate will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New
York City time, on such CD Interest Determination Date, of three leading
non-bank dealers of negotiable United States dollar certificates of deposit in
The City of New York selected by the Calculation Agent for negotiable United
States dollar certificates of deposit of major United States money market banks
for negotiable certificates of deposit with a remaining maturity closest to the
Index Maturity specified on the face hereof in an amount that is representative
for a single transaction in that market at that time; provided, however, that,
if the dealers selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the CD Rate determined on such CD Interest
Determination Date will be the CD Rate determined on the immediately preceding
CD Interest
9
10
Determination Date or, in the case of the first CD Interest Determination Date,
the Initial Interest Rate specified on the face hereof.
FEDERAL FUNDS RATE. If the Interest Rate Basis of this Note is the
Federal Funds Rate, the interest rate hereon for any Interest Reset Date shall
equal the Federal Funds Rate (as determined below), as adjusted (x) by the
addition or subtraction of the Spread, if any, specified on the face hereof
and/or (y) by the multiplication by the Spread Multiplier, if any, specified on
the face hereof. "Federal Funds Rate" means the rate on the relevant Federal
Funds Interest Determination Date (as defined below) for Federal Funds having
the Index Maturity specified on the face hereof, as published in H.15(519)
under the heading "Federal Funds (Effective)". If such rate is not so
published by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Federal Funds Interest Determination Date, then the Federal Funds Rate
will be the rate on such Federal Funds Interest Determination Date as published
in Composite Quotations under the heading "Federal Funds/Effective Rate". If
such rate is not yet published in either H.15(519) or in Composite Quotations
by 3:00 P.M., New York City time, on such Calculation Date, the Federal Funds
Rate will be calculated by the Calculation Agent and will be the arithmetic
mean of the rates for the last transaction in overnight Federal Funds arranged
prior to 9:00 A.M., New York City time, on such Federal Funds Rate Interest
Determination Date by three leading brokers of Federal Funds transactions in
The City of New York selected by the Calculation Agent; provided, however, that
if the brokers selected as aforesaid by the Calculation Agent are not quoting
as mentioned in this sentence, the Federal Funds Rate for such Federal Funds
Interest Determination Date will be the Federal Funds Rate determined on the
immediately preceding Federal Funds Interest Determination Date or, in the case
of the first Federal Funds Interest Determination Date, the Initial Interest
Rate specified on the face hereof.
PRIME RATE. If the Interest Rate Basis of this Note is the Prime
Rate, the interest rate hereon for any Interest Reset Date shall equal the
Prime Rate (as determined below), as adjusted (x) by the addition or
subtraction of the Spread, if any, specified on the face hereof and/or (y) by
the multiplication by the Spread Multiplier, if any, specified on the face
hereof. "Prime Rate" means the rate set forth on the relevant Prime Interest
Determination Date (as defined below) in H.15(519) under the heading "Bank
Prime Loan". If such rate is not published prior to 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Prime Interest Determination
Date, then the Prime Rate will be determined by the Calculation Agent and will
be the arithmetic mean of the rates of interest publicly announced by each bank
that appear on the Reuters Screen NYMF Page (as defined below) as such bank's
prime rate or base lending rate as in effect for such Prime Interest
Determination Date. If fewer than four such rates but more than one such rate
appear on the Reuters Screen NYMF Page on such Prime Interest Determination
Date, the Prime Rate will be determined by the Calculation Agent and will 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 Interest Determination Date by three, or two, if only two such rates
are quoted, major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such rates appear on the Reuters Screen
NYMF Page, the Prime Rate will be determined by the Calculation Agent on the
basis of the rates furnished in The City of New York by the appropriate number
of substitute banks or trust companies organized and doing business under the
laws of the United States, or any State thereof, having total equity capital of
at least $500,000,000 and being subject to supervision or examination by
federal or state
10
11
authority, selected by the Calculation Agent to provide such rate or rates;
provided, however, that if the banks or trust companies selected as aforesaid
by the Calculation Agent are not quoting as mentioned in this sentence, the
Prime Rate for such Prime Interest Determination Date will be the Prime Rate
determined on the immediately preceding Prime Interest Determination Date or,
in the case of the first Prime Interest Determination Date, the Initial
Interest Rate specified on the face hereof. "Reuters Screen NYMF Page" means
the display designated as page "NYMF" on the Reuter Monitor Money Rates Service
(or such other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major United States
banks).
11TH DISTRICT COST OF FUNDS RATE NOTES. If the Interest Rate Basis of
this Note is the 11th District Cost of Funds Rate, the interest rate hereon for
any Interest Reset Date shall equal the 11th District Cost of Funds Rate (as
determined below), as adjusted (x) by the addition or subtraction of the
Spread, if any, specified on the face hereof and/or (y) by the multiplication
by the Spread Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, "11th District Cost of
Funds Rate" means, with respect to any 11th District Cost of Funds Interest
Determination Date (as defined below), the rate equal to the monthly weighted
average cost of funds for the calendar month immediately preceding the month in
which such 11th District Cost of Funds Rate 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 11th District Cost of Funds Rate
Interest Determination Date. If such rate does not appear on Telerate Page
7058 on any related 11th District Cost of Funds Rate Interest Determination
Date, the 11th District Cost of Funds Rate for such 11th District Cost of Funds
Rate Interest Determination Date shall be the monthly weighted average cost of
funds paid by member institutions in the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the Federal Home
Loan Bank of San Francisco as such cost of funds for the calendar month
immediately preceding such 11th District Cost of Funds Interest Determination
Date. If the Federal Home Loan Bank of San Francisco fails to announce such
rate on such 11th District Cost of Funds Interest Determination Date for the
calendar month immediately preceding such 11th District Cost of Funds Rate
Interest Determination Date, then the 11th District Cost of Funds Rate for such
11th District Cost of Funds Rate Interest Determination Date will be the 11th
District Cost of Funds Rate determined on the immediately preceding 11th
District Cost of Funds Rate Interest Determination Date or, in the case of the
first 11th District Cost of Funds Rate Interest Determination Date, the Initial
Interest Rate specified on the face hereof.
CMT RATE NOTES. If the Interest Rate Basis of this Note is the CMT
Rate, the interest rate hereon for any Interest Reset Date shall equal the CMT
Rate (as determined below), as adjusted (x) by the addition or subtraction of
the Spread, if any, specified on the face hereof, and/or (y) by the
multiplication by the Spread Multiplier, if any, specified on the face hereof.
Unless otherwise indicated on the face hereof, "CMT Rate" means with
respect to any CMT Interest Determination Date (as defined below), the rate
displayed on the Designated CMT Telerate Page (as defined below) under the
caption ". . . Treasury Constant Maturities . . . Federal Reserve Board Release
H.15 . . . Mondays Approximately 3:45 P.M.," under the column for the Designated
CMT Maturity Index (as defined below) for (i) if the Designated CMT Telerate
Page is 7055, the rate on such CMT
11
12
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 CMT 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
CMT 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 such CMT
Interest Determination Date will be such Treasury Constant Maturity rate for
the Designated CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT 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 the CMT 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 CMT 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 CMT 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 CMT 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 all
the offer prices obtained and neither the highest nor 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 for such CMT Interest Determination Date will be the CMT Rate
determined on the immediately preceding CMT Interest Determination Date or, in
the case of the first CMT Interest Determination Date, the Initial Interest
Rate specified on the face hereof. If two Treasury Notes, with an original
maturity as described in the third 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.
12
13
"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service on the page designated on the face hereof (or any other page
as may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519)). If no such page is
specified on the face hereof, the Designated CMT Telerate Page shall be 7052,
for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the Treasury Notes (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.
J.J. KENNY RATE. If the Interest Rate Basis of this Note is the J.J.
Kenny Rate, the interest rate hereon for any Interest Reset Date shall equal
the J.J. Kenny Rate (as determined below), as adjusted (x) by the addition or
subtraction of the Spread, if any, specified on the face hereof and/or (y) by
the multiplication by the Spread Multiplier, if any, specified on the face
hereof.
Unless otherwise indicated on the face hereof, "J.J. Kenny Rate"
means, with respect to any J.J. Kenny Interest Determination Date (as defined
below), the rate in the high grade weekly index (the "Weekly Index") on such
date made available by Kenny Information Systems ("Kenny") to the Calculation
Agent. The Weekly Index shall be based upon 30-day yield evaluations at par of
bonds, the interest of which is exempt from federal income taxation under the
Code, of not less than five high grade component issuers selected by Kenny
which shall include, without limitation, issuers of general obligation bonds.
The specific issuers included among the component issuers may be changed from
time to time by Kenny at its discretion. The bonds on which the Weekly Index
is based shall not include any bonds on which the interest is subject to a
minimum tax or similar tax under the Code, unless all tax-exempt bonds are
subject to such tax. In the event Kenny ceases to make available such Weekly
Index, a successor indexing agent will be selected by the Calculation Agent,
such index to reflect the prevailing rate for bonds rated in the highest
short-term rating category by Moody's Investors Service, Inc. and Standard &
Poor's Group in respect of issuers most closely resembling the high grade
component issuers selected by Kenny for its Weekly Index, the interest on which
is (A) variable on a weekly basis, (B) exempt from federal income taxation
under the Code, as amended, and (C) not subject to a minimum tax or similar tax
under the Code unless all tax-exempt bonds are subject to such tax. If such
successor indexing agent is not available, the rate for any J.J. Kenny Interest
Determination Date shall be 67% of the rate determined if the Treasury Rate
option had been originally selected. The Calculation Agent shall calculate the
J.J. Kenny Rate in accordance with the foregoing.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate nor less than the Minimum Interest Rate,
if any, specified on the face hereof.
The Bank will at all times appoint and maintain a banking institution
as Calculation Agent hereunder. Unless otherwise specified on the face hereof,
the Bank has initially appointed Chemical Bank as Calculation Agent. Upon the
request of the holder of this Note, the Calculation Agent will provide the
interest rate then in effect, and, if different, the interest rate
13
14
that will become effective as a result of a determination made on the most
recent Interest Determination Date with respect to this Note.
Unless otherwise specified on the face hereof, accrued interest hereon
shall be an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor shall be computed by
adding the interest factor calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise specified on the face
hereof, the interest factor (expressed as a decimal rounded, if necessary, as
described below) for each such date shall be computed by dividing the interest
rate (expressed as a decimal rounded, if necessary, as described below)
applicable to such day by 360, if the Interest Rate Basis specified on the face
hereof is the Commercial Paper Rate, Prime Rate, CD Rate, Federal Funds Rate,
LIBOR, J.J. Kenny Rate or 11th District Cost of Funds Rate, by the actual
number of days in the year (365 or 366, as the case may be) if the Interest
Rate Basis specified on the face hereof is the Treasury Rate or the CMT Rate.
Unless otherwise specified on the face hereof, all percentages
resulting from any calculation on this Note will be rounded, if necessary, to
the nearest one-hundred thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards (e.g. 9.876545% (or
.09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544)
being rounded to 9.87654% (or .0987654)), and all dollar amounts used in or
resulting from such calculation in respect of this Note will be rounded to the
nearest cent (with one-half cent being rounded upwards). The interest rate in
effect on any Interest Reset Date will be the applicable rate as reset on such
Interest Reset Date. The interest rate applicable to any other day is the
interest rate from the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate). The Calculation Agent's determination of any
interest rate will be final and binding in the absence of any manifest error.
Unless otherwise specified on the face hereof, the Interest
Determination Date pertaining to an Interest Reset Date if the rate of interest
hereon shall be determined in accordance with the provisions under the headings
above entitled "Commercial Paper Rate" (the "Commercial Paper Interest
Determination Date"), "CD Rate" (the "CD Interest Determination Date"),
"Federal Funds Rate" (the "Federal Funds Interest Determination Date"), "Prime
Rate" (the "Prime Interest Determination Date"), "CMT Rate" (the "CMT Interest
Determination Date") and "J.J. Kenny Rate" (the "J.J. Kenny Interest
Determination Date") will be the second Business Day preceding such Interest
Reset Date; the Interest Determination Date pertaining to an Interest Reset
Date in the rate of interest hereon shall be determined in accordance with the
provisions under the heading above entitled "11th District Cost of Funds Rate"
(the "11th District Cost of Funds Interest Determination Date") will be the
last working day of the month immediately preceding such Interest Reset Date on
which the Federal Home Loan Bank of San Francisco publishes the Index. The
Interest Determination Date pertaining to an Interest Reset Date if the rate of
interest hereon shall be determined in accordance with the provisions under the
heading above entitled "LIBOR" (the "LIBOR Interest Determination Date") will
be the second London Business Day preceding such Interest Reset Date. The
Interest Determination Date pertaining to an Interest Reset Date if the rate of
interest hereon shall be determined in accordance with the provisions under the
heading above entitled "Treasury Rate" (the "Treasury Interest Determination
Date") will be that day of the week in which such Interest Reset Date falls on
which Treasury bills would normally be auctioned. Treasury bills are normally
sold at auction on Monday of each week, unless that day is a legal holiday, in
which case the auction is usually
14
15
held on the following Tuesday, except that such auction may be held on the
preceding Friday. If, as the result of a legal holiday, an auction is so held
on the preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring in the next
succeeding week. If an auction date shall fall on any Interest Reset Date for
a Note with respect to which the Interest Rate Basis specified on the face
hereof is the Treasury Rate, then such Interest Reset Date shall instead be the
first Business Day immediately following such auction date.
Unless otherwise specified on the face hereof, the Calculation Date
pertaining to the Interest Determination Date for any Note 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, the next succeeding Business Day and (ii) the
Business Day immediately preceding the applicable Interest Payment Date or the
Maturity Date or date of earlier redemption or repayment, as the case may be.
Payments of interest hereon with respect to any Interest Payment Date
will include interest accrued from, and including, the Original Issue Date or
from, and including, the last date on which interest has been paid, to, but
excluding, such Interest Payment Date, except that the interest payable on the
Maturity Date or upon earlier redemption or repayment will include interest
accrued to, but excluding, the Maturity Date or the date of earlier redemption
or repayment, as the case may be.
In case this Note shall at any time become mutilated, destroyed, lost
or stolen and this Note or evidence satisfactory to the Bank of the loss, theft
or destruction hereof (together with indemnity satisfactory to the Bank and
such other documents or proof as may be required in the premises) shall be
delivered to the Bank, a new Note of like tenor will be issued by the Bank in
exchange for the Note so mutilated, or in lieu of the Note so destroyed or lost
or stolen. All expenses and reasonable charges associated with procuring the
indemnity referred to above and with the preparation, authentication and
delivery of a new Note shall be borne by the holder of the Note so mutilated,
destroyed, lost or stolen. If any Note that has matured or has been redeemed
or repaid or is about to mature or to be redeemed or repaid shall become
mutilated, destroyed, lost or stolen, the Bank may, instead of issuing a
substitute Note, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated Note) upon compliance by the holder
thereof with the provisions of this paragraph.
No recourse shall be had for the payment of the principal of, premium,
if any, or interest on, this Note, for any claim based hereon, or otherwise in
respect hereof, against FirstMerit Corporation or any shareholder, employee,
agent, officer or director, as such, past, present or future, of the Bank or
FirstMerit Corporation of any successor corporation or any subsidiaries
thereof (other than the Bank), either directly or through the Bank or any
successor corporation, whether by virtue of any constitution, statute or rule
of law or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issue hereof, expressly waived and released.
The occurrence of any of the following events shall constitute an
"Event of Default" with respect to this Note: (i) default in the payment of any
interest with respect to the Notes when due, which continues for 30 calendar
days; (ii) default in the payment of any principal of, or premium,
15
16
if any, on, the Notes when due; (iii) the entry by a court or agency or
supervisory authority having jurisdiction in the premises of (a) a decree or
order for relief in respect of the Bank in an involuntary case or proceeding
under any applicable United States federal or state bankruptcy, insolvency,
reorganization or other similar law or (b) a decree or order appointing a
conservator, receiver, liquidator, assignee, trustee, sequestrator or any other
similar official of the Bank, or of substantially all of the property of the
Bank, or ordering the winding up or liquidation of the affairs of the Bank, and
the continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 60 consecutive calendar days;
or (iv) the commencement by the Bank of a voluntary case or proceeding under
any applicable United States federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated as bankrupt or insolvent, or the consent by the Bank to the entry
of a decree or order for relief in an involuntary case or proceeding under any
applicable United States federal or state bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding, or the filing by the Bank of a petition or
answer or consent seeking reorganization or relief under any applicable United
States federal or state law, or the consent by the Bank to the filing of such
petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of
the Bank or of substantially all of the property of the Bank, or the making by
the Bank of an assignment for the benefit of creditors, or the taking of
corporate action by the Bank in furtherance of any such action. If an Event of
Default shall occur and be continuing, the holders of at least 25% in principal
amount of the Notes outstanding may declare the principal amount of, premium,
if any, and accrued interest on, all of the Notes due and payable immediately
by written notice to the Bank. Upon such declaration and notice, such
principal amount, accrued interest and premium, if any, shall become due and
payable seven calendar days after such notice. Any Event of Default with
respect to this Note may be waived by the holder hereof.
No provision of this Note shall alter or impair the obligation of the
Bank, which is absolute and unconditional, to pay the principal, premium, if
any, and interest on, this Note in United States Dollars at the times, places
and rate herein prescribed.
The Bank shall cause to be kept at the corporate trust office of the
Note Registrar designated below a register (the register maintained in such
office and in any other office or agency of the Bank in the Place of Payment is
herein referred to as the "Note Register") in which, subject to such reasonable
regulations as it may prescribe, the Bank shall provide for the registration of
the Notes and of transfers of the Notes. The Paying Agent is hereby initially
appointed "Note Registrar" for the purpose of registering the Notes and
transfers of the Notes as herein provided.
The transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Bank in the Place of Payment, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Bank and the Paying Agent
duly executed by, the holder hereof or such holder's attorney duly authorized
in writing, and thereupon one or more new Notes of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees; provided, however, that the Paying
Agent will not be required to register
16
17
the transfer or exchange of any Note which has been called for redemption or
any Note which, together with the form thereon entitled "Option to Elect
Repayment" duly completed, has been received by the Paying Agent, except the
unredeemed portion of a Note being redeemed in part or the unrepaid portion of
a Note being repaid in part.
No service charge shall be made for any such registration of transfer
or exchange, but the Bank may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Notes are issuable only in registered form without coupons in
minimum denominations of $250,000 and any integral multiple of $1,000 in excess
thereof. Each owner of a beneficial interest in this Note is required to hold
a beneficial interest in $250,000 principal amount or any integral multiple of
$1,000 in excess thereof of this Note at all times.
Prior to due presentment of this Note for registration of transfer,
the Bank, the Paying Agent or any agent of the Bank or the Paying Agent may
treat the person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and none of the Bank, the
Paying Agent or any such agent shall be affected by notice to the contrary.
Beneficial interests represented by this Note are exchangeable for
definitive Notes in registered form, of like tenor and of an equal aggregate
principal amount, only if (x) The Depository Trust Company, as Depositary (the
"Depositary"), notifies the Bank that it is unwilling or unable to continue as
Depositary for this Note or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, and a successor depositary is not appointed by the Bank within 60
calendar days, (y) the Bank in its sole discretion determines not to have such
beneficial interests represented by this Note or (z) any event shall have
happened and be continuing which, after notice or lapse of time, or both, would
become an Event of Default with respect to this Note. Any Note representing
such beneficial interests that is exchangeable pursuant to the preceding
sentence shall be exchangeable in whole for definitive Notes in registered
form, of like tenor and of an equal aggregate principal amount, in minimum
denominations of $250,000 and integral multiples of $1,000 in excess thereof.
Such definitive Notes shall be registered in the name or names of such person
or persons as the Depositary shall instruct the Note Registrar.
Any moneys paid by the Bank to the Paying Agent for the payment of the
principal of, premium, if any, or interest on, any Notes, and remaining
unclaimed at the end of one year after such principal, premium or interest
shall have become due and payable (whether on the Maturity Date or upon call
for redemption or repayment or otherwise), shall upon demand from the Bank be
repaid to the Bank by the Paying Agent and upon such repayment all liability of
the Paying Agent with respect to such moneys shall thereupon cease, without,
however, limiting in any way any obligation which the Bank may have to pay the
remaining principal of, premium, if any, or interest on this Note as the same
shall become due, subject to escheat and other state unclaimed property laws.
17
18
All notices to the Bank under this Note shall be in writing and
addressed to the Bank at 106 South Main Street, Akron, Ohio 44308, Attention:
P. Gene Gottfried, Vice President, or to such other address of the Bank as the
Bank may notify the holders of the Notes.
This Note shall be governed by, and construed in accordance with, the
laws of the State of Ohio, except where the application of federal law of the
United States of America is required.
Unless the certificate of authentication hereon has been executed by
the Paying Agent under the Paying Agency Agreement referred to herein by the
manual signature of one of its authorized officers, this Note shall not be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed.
FIRST NATIONAL BANK OF OHIO
By:_____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the Paying Agency Agreement
described herein.
CHEMICAL BANK,
as Paying Agent
By: __________________________
Authorized Officer
18
19
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of the within Note, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - ______________ Custodian _______________
(Cust) (Minor)
under Uniform Gifts to Minors Act
_______________________________________________________
(State)
Additional abbreviations may also be used
though not in the above list.
19
20
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto _________________________________________________
________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
___________________________
___________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address,
including postal zip code, of assignee)
________________________________________________________________________________
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
to transfer said Note on the books of the Bank, 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 Note in
every particular, without
alteration or enlargement or
any change whatsoever.
20
21
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Bank
to repay this Note (or portion hereof specified below) pursuant to its terms
and at a price equal to 100% of the principal amount hereof to be repaid,
together with accrued and unpaid interest hereon, payable to the date of
repayment, to the undersigned, at ______________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the undersigned must give to the Paying
Agent at its offices located at 450 West 33rd Street, New York, New York 10001,
Attention: Corporate Trust Group, or at such other place or places of which
the Bank shall from time to time notify the holders of the Notes, not more than
60 nor less than 30 calendar days prior to the date of repayment, this Note
with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000) which the
holder elects to have repaid and specify the denomination or denominations
(which shall be $250,000 or an integral multiple of $1,000 in excess thereof)
of the Notes to be issued to the holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid):
$_____________________ ______________________________
NOTICE: The signature on
this "Option to Elect
Dated:________________________ Repayment" form must
correspond with the name as
written upon the face of the
within Note in every
particular, without
alteration or enlargement or
any change whatsoever.
[107046]
21