EXHIBIT 4.8
[FORM OF MEDIUM-TERM SENIOR INDEXED NOTE]
THIS SECURITY 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 OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN OBLIGATION OF OR
GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA CORPORATION
AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
REGISTERED $________________
NUMBER _______ CUSIP 06050 ______
BANK OF AMERICA CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES __
(Indexed Note)
[_] SEE THE ATTACHED PRINCIPAL REPAYMENT
AMOUNT RIDER for a description of the
PRINCIPAL REPAYMENT AMOUNT and its method of calculation.
[_] SEE THE ATTACHED INTEREST OR SUPPLEMENTAL PAYMENT AMOUNT
RIDER for a description of the INTEREST PAYMENT AMOUNTS OR THE
SUPPLEMENTAL PAYMENT AMOUNTS and its method of calculation
ORIGINAL ISSUE DATE:
STATED MATURITY DATE:
FINAL MATURITY DATE:
CALCULATION AGENT:
ADDITIONAL TERMS:
MINIMUM DENOMINATIONS:
BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation,"
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to CEDE & CO.,
as nominee for The Depository Trust Company, or registered assigns, (i) that
amount calculated according to the terms of the attached Principal Repayment
Amount Rider (the "Principal Repayment Amount") on the Stated Maturity Date
specified above (except to the extent redeemed, repaid, or converted prior to
the Stated Maturity Date or unless stated otherwise) and (ii) that amount or
amounts of interest (the "Interest Payment Amount(s)") or that supplemental
amount (the "Supplemental Payment Amount") in either case calculated according
to the terms attached to the Interest or Supplemental Payment Amount Rider. The
Corporation will pay the Interest Payment Amount(s) or Supplemental Payment
Amount on the date or dates specified on the attached Interest or Supplemental
Payment Amount Rider.
Any Interest Payment Amounts or Supplemental Payment Amount not punctually
paid or duly provided for shall be payable as provided in the Indenture./1/ As
used herein, except to the extent otherwise provided on the Principal Repayment
Amount and Interest or Supplemental Payment Amount Riders, "Business Day" means
any day that is not a Saturday or a Sunday, and that is not a legal holiday in
New York, New York or Charlotte, North Carolina and that is not a day on which
banking institutions in those cities or any other place of payment with respect
to this Note are authorized or required by law or regulation to be closed./2/
Except to the extent otherwise provided under the Principal Repayment
Amount Rider or the Interest or Supplemental Payment Amount Riders, the
Principal Repayment Amount and Interest Payment Amounts or Supplemental Payment
Amount on this Note are payable in immediately available funds 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 at the office or agency of the
Corporation designated as provided in the Indenture; provided, however, that the
Interest Payment Amounts or Supplemental Payment Amount may be paid, at the
option of the Corporation, by check mailed to the person entitled thereto at his
address last appearing on the registry books of the Corporation relating to the
Notes. Notwithstanding the preceding sentence, payments of the Principal
Repayment Amount and the Interest Payment Amounts or Supplemental Payment Amount
payable on the Stated Maturity Date will be made by wire transfer of immediately
available funds to a designated account maintained in the United States upon (i)
receipt of written notice by the Issuing and Paying Agent (as described on the
reverse hereof) from the registered holder hereof not less than one Business Day
prior to the due date of such principal and (ii) presentation of this Note to
The Bank of New York, as Issuing and Paying Agent, 15 Broad Street, New York,
New York 10007 (the "Corporate Trust Office").
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and on the attached Riders, which shall have the same
effect as though fully set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the
Trustee or an authenticating agent on behalf of the Trustee by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
__________________________
/1/ This form does not contemplate the offer of Notes to United States Aliens
(for United States federal income tax purposes). If Notes are offered to United
States Aliens, the form of Note, as used, may be modified to provide for the
payment of additional amounts to such United States Aliens or, if applicable,
the redemption of such Notes in lieu of payment of such additional amounts.
/2/ This form does not contemplate Notes denominated in a currency other than
United States dollars. If the Notes are denominated in euro or another specified
currency other than United States dollars, the definition of "Business Day" in
this form of Note, as used, may be modified to contemplate such denomination.
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IN WITNESS WHEREOF, the Corporation has caused this Instrument to be duly
executed, by manual or facsimile signature, under its corporate seal or a
facsimile thereof.
BANK OF AMERICA CORPORATION
By:____________________________________
[SEAL] Title: Senior Vice President
ATTEST:
By:___________________________
Title: Assistant Secretary
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: ____________________________
THE BANK OF NEW YORK,
as Trustee
By:______________________________
Authorized Signatory
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[Reverse of Note]
BANK OF AMERICA CORPORATION
MEDIUM-TERM SENIOR NOTE, SERIES __
(Indexed Note)
This Note is one of a duly authorized series of Securities of the
Corporation unlimited in aggregate principal amount (herein called the "Notes")
issued and to be issued under an Indenture dated as of January 1, 1995 (herein
called the "Indenture"), between the Corporation (successor in interest to
NationsBank Corporation) and The Bank of New York, as Trustee (successor in
interest to U.S. Bank Trust National Association, successor trustee to
BankAmerica National Trust Company, herein called the "Trustee," which term
includes any successor trustee under the Indenture), as supplemented by a First
Supplemental Indenture dated as of September 18, 1998 and a Second Supplemental
Indenture dated as of May 7, 2001 to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Corporation, the Trustee, and the holders of the Notes,
and the terms upon which the Notes are, and are to be, authenticated and
delivered. This Note is also one of the Notes designated as the Corporation's
Senior Medium-Term Notes, Series __ (herein called the "Notes"), initially
limited in aggregate principal amount to $________________.
This Note is not subject to any sinking fund and is not redeemable prior to
the Stated Maturity Date./3/
The provisions of Article Fourteen of the Indenture do not apply to
Securities of this Series.
If an Event of Default (defined in the Indenture as (i) the Corporation's
failure to pay principal of (or premium, if any, on) the Notes when due, or to
pay interest on the Notes within 30 days after the same becomes due, (ii) the
Corporation's breach of its other covenants contained in this Note or the
Indenture, which breach is not cured within 90 days after written notice by the
Trustee or the holders of at least 25% in outstanding principal amount of all
Securities issued under the Indenture and affected thereby, and (iii) certain
events involving the bankruptcy, insolvency or liquidation of the Corporation)
shall occur with respect to the Notes, the Principal Repayment Amount of all the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the holders of the Notes under the Indenture at
any time by the Corporation with the consent of the holders of not less than 66
2/3% in aggregate principal amount of the Notes then outstanding and all other
Securities then outstanding under the Indenture and affected by such amendment
and modification. The Indenture also contains provisions permitting the holders
of a majority in aggregate principal amount of the Notes then outstanding and
all other Securities then outstanding under the Indenture and affected thereby,
on behalf of the holders of all Securities, to
- --------------
/3/ This form does not contemplate redemption of the Note prior to the Stated
Maturity Date. In the Note may be redeemed prior to the Stated Maturity Date,
the form of Note, as used, may be modified to provide for the redemption of the
Note prior to the Stated Maturity Date.
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waive compliance by the Corporation 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.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the Principal Repayment Amount and the
Interest Payment Amounts or Supplemental Payment Amount on this Note at the
times, place, and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the Principal Repayment Amount
or the Interest Payment Amounts or Supplemental Payment Amount, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer, or director, as such, past, present, or future, of the
Corporation or any predecessor or 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 issue hereof, expressly waived and
released.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the registry books of the
Corporation relating to the Notes, upon surrender of this Note for registration
of transfer at the office or agency of the Corporation designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Corporation and the Trustee or Security
Registrar duly executed by, the registered holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and any integral multiple thereof or in such minimum
denominations as are set forth on the face of this Note. As provided in the
Indenture, and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of different
authorized denominations, as requested by the holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer of this Note, the
Corporation, the Trustee, the Issuing and Paying Agent and any agent of the
Corporation may treat the entity in whose name this Note is registered as the
absolute owner hereof for the purpose of receiving payment as herein provided
and for all other purposes, whether or not this Note be overdue, and neither the
Corporation, the Trustee, the Issuing and Paying Agent nor any such agent of the
Corporation shall be affected by notice to the contrary.
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All terms used in this Note which are not defined herein, but are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
The Notes are being issued by means of a book-entry system with no physical
distribution of certificates to be made except as provided in the Indenture. The
book-entry system maintained by The Depository Trust Company ("DTC") will
evidence ownership of the Notes, with transfers of ownership effected on the
records of DTC and its participants pursuant to rules and procedures established
by DTC and its participants. The Corporation will recognize Cede & Co., as
nominee of DTC, while the registered holder of the Notes, as the owner of the
Notes for all purposes, including payment of the Principal Repayment Amount and
Interest or Supplemental Payment Amounts, notices, and voting. Transfer of the
Principal Repayment Amount and Interest or Supplemental Payment Amounts to
participants of DTC will be the responsibility of DTC, and transfer of the
Principal Repayment Amount and Interest or Supplemental Payment Amounts to
beneficial owners of the Notes by participants of DTC will be the responsibility
of such participants and other nominees of such beneficial owners. So long as
the book-entry system is in effect, the selection of any Notes to be redeemed
will be determined by DTC pursuant to rules and procedures established by DTC
and its participants. The Corporation will not be responsible or liable for such
transfers or payments or for maintaining, supervising, or reviewing the records
maintained by DTC, its participants, or persons acting through such
participants.
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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.
____________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE]
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Please Insert Social Security or Other
Identifying Number of Assignee: ____________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing __________________________________ Attorney to transfer said Note on
the books of the Corporation, with full power of substitution in the premises.
Dated:_________________________ _________________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed.
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BANK OF AMERICA CORPORATION
Medium-Term Senior Note, Series __
PRINCIPAL REPAYMENT AMOUNT
[formula]
[supplemental amount]
[indexed item]
[valuation date]
[event of default]
[market disruption]
[conversion features and mechanics]
[ability to settle in stock or other non-cash property]
[other]
9
BANK OF AMERICA CORPORATION
Medium-Term Senior Note, Series __
INTEREST PAYMENT AMOUNTS OR
SUPPLEMENTAL PAYMENT AMOUNT RIDER
[formula]
[Interest Payment Amount(s) or Supplemental Payment Amount
determination date(s)]
[dates for payment of Interest Payment Amount(s) or Supplemental
Payment Amount]
[indexed item]
[formula/methodology for determining indexed item on
determination date(s)]
[delivery of securities or other non-cash property]
[other terms]
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