PURCHASES AND CANCELLATIONS. Part of principal Remaining principal Confirmation of amount of this amount of this Global purchase and Date of Global Note Note following such cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal amount of this Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: Principal Amount: [$]_______ BANK OF AMERICA, N.A. [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached Rider] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States (herein called the “Issuer,” which term includes any successor corporation), for value received, hereby promises to pay to the bearer hereof the principal amount specified above (or if this Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for notice.
Appears in 1 contract
Samples: Global Agency Agreement (Bank of America Corp /De/)
PURCHASES AND CANCELLATIONS. Date made Part of principal Remaining principal Confirmation of nominal amount of this Registered Global Note purchased and cancelled Remaining nominal amount of this Registered Global purchase and Date of Global Note Note following such purchase and cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 * See most recent entry in Part II, II or III or IV of Schedule 1 or Schedule 2 Two in order to determine this amount. Schedule 2 to the Temporary Global Note Two SCHEDULE OF TRANSFERS AND EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part transfers affecting the nominal amount of this Global Note for Definitive Notes or Notes represented by a Permanent Registered Global Note have been made: Principal Date made Nominal amount of Notes transferred or exchanged Remaining/increased nominal amount of this Registered Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global following such transfer*or exchange Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [SCHEDULE 2 FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK DEFINITIVE REGISTERED NOTE [THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OTHER JURISDICTION OF THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D OTHERWISE TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR REGULATION S UNDER THE ACCOUNT OF ANOTHER ACCREDITED INVESTORSECURITIES ACT. ISIN: [ ] Certif. No.: [ ] [Common Code: ISIN No.[ ]] Serial Number: Principal Amount[ ] Series Number: [ ] TOYOTA MOTOR CREDIT CORPORATION (a company incorporated with limited liability in California, United States) DEFINITIVE REGISTERED NOTE representing [$]_______ BANK OF AMERICA, N.A. Specified Currency and Nominal Amount of Series] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached RiderYear of Maturity] This Note is an Extension one of Maturity Notea Series of Notes of [Specified Currency and Denomination] each (“Notes”) of Toyota Motor Credit Corporation (the “Issuer”) issued as of the date specified in the Final Terms attached hereto or endorsed hereon and maturing on the date so specified. [See attached Rider] References herein to the Conditions shall be to the Terms and Conditions endorsed hereon as supplemented or modified by the Final Terms. This Note is issued subject to, and with the benefit of, an Amortizing Note. o U.S. Dollars o Other amended and restated agency agreement dated 8 September 2017 (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICAthe “Programme Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended, N.A.supplemented and/or restated from time to time) and made between, a national banking association organized under inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon, acting through its London branch, as Agent for the laws holders of the United States Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 8 September 2017 (herein called the “Note Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time), between the Issuer,, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as registrar and transfer agent (the “Registrar”, which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “Transfer Agent” which term includes any successor corporationas transfer agent and paying agent). This Note, for value received, hereby promises to pay to the bearer hereof Programme Agency Agreement and the principal amount specified above (or if Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is designated deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that is/are the registered holder(s) of one of the above-mentioned Notes and is/are entitled on the Maturity Date or on such earlier date as an Indexed this Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated may become due and repayable in accordance with the provisions Conditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to receive interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as defined below). The Issuer shall procure that due registration of transfer shall be entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. The Registrar has been appointed registrar for the Notes, and the Registrar will maintain at its office in Luxembourg, a register (herein, the “Register”) for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and conditions set forth in the Pricing Supplement Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of the transferee, in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or Indexed Payment Riderby the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, as applicablebut the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, attached hereto (referred to collectively the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the “Pricing Supplement”)absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) as adjusted in accordance with Schedules 1 and 2 heretois registered at 5:00 p.m., Luxembourg time, on the Stated Maturity Date14 specified above 15th calendar day (except to the extent redeemed whether or repaid not such day is a business day in Luxembourg) prior to such Interest Payment Date or the Stated Maturity Date), and to pay interest thereon as the case may be (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as each such day a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Regular Record Date”). In the event a series of Notes is reopened, Any such interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extensionprincipal, as the case may be, including not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or periods for Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Luxembourg) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. This Note shall not be valid unless authenticated by [The Bank of Xxx Xxxx Xxxxxx XX/NV, Luxembourg Branch, as Registrar] [The Bank of New York Mellon, acting through its London branch, as Transfer Agent]4. No rights are conferred on any person by virtue of the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which the Maturity may be extended, changes in the interest rate, if any, and requirements for noticeexists or is available apart from that Act.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date made Part of principal Remaining principal Confirmation of nominal amount of this Registered Global Note purchased and cancelled Remaining nominal amount of this Registered Global purchase and Date of Global Note Note following such purchase and cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 Schedule Two SCHEDULE OF TRANSFERS AND EXCHANGES The following transfers affecting the nominal amount of this Registered Global Note have been made: Date made Nominal amount of Notes transferred or exchanged Remaining/increased nominal amount of this Registered Global Note following such transfer*or exchange Notation made by or on behalf of the Issuer * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Schedule SCHEDULE 2 to the Temporary Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal amount of this Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK DEFINITIVE REGISTERED NOTE [THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OTHER JURISDICTION OF THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D OTHERWISE TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR REGULATION S UNDER THE ACCOUNT OF ANOTHER ACCREDITED INVESTORSECURITIES ACT. ISIN: [ ] [CUSIP: [ ]] [Common CodeCode : ISIN [ ]] Certif. No.: Principal Amount[ ] Series Number: [ ] Serial Number: [ ] TOYOTA CREDIT CANADA INC. (a company incorporated with limited liability under the Canada Business Corporations Act) DEFINITIVE REGISTERED NOTE representing [$]_______ BANK OF AMERICA, N.A. Specified Currency and Nominal Amount of Series] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached RiderYear of Maturity] This Note is an Extension one of Maturity Notea Series of Notes of [Specified Currency and Denomination] each (“Notes”) of Toyota Credit Canada Inc. (the “Issuer”) issued as of the date specified in the Final Terms attached hereto or endorsed hereon and maturing on the date so specified. [See attached Rider] References herein to the Conditions shall be to the Terms and Conditions endorsed hereon as supplemented or modified by the Final Terms. This Note is issued subject to, and with the benefit of, an Amortizing Noteamended and restated agency agreement dated 17 September 2021 (the “Programme Agency Agreement”, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time) and made between, inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon acting through its London branch as Agent for the holders of the Notes. o U.S. Dollars o Other In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 17 September 2021 (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATEthe “Note Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time), between the Issuer, BNY Trust Company of Canada as registrar, paying agent and transfer agent and The Bank of New York Xxxxxx XX/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICANV, N.A.Luxembourg Branch as registrar and transfer agent (each, a national banking association organized under the laws “Registrar”, which term includes any successor as registrar, transfer agent and paying agent as applicable) and The Bank of the United States New York Mellon acting through its London branch as transfer agent and paying agent (herein called the “Issuer,Transfer Agent” which term includes any successor corporationas transfer agent and paying agent). This Note, for value received, hereby promises to pay to the bearer hereof Programme Agency Agreement and the principal amount specified above (or if Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is designated deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that [insert name] is/are the registered holder(s) of one of the above- mentioned Notes and is/are entitled on the Maturity Date or on such earlier date as an Indexed this Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated may become due and repayable in accordance with the provisions Conditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to receive interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as defined below). The Issuer shall procure that due registration of transfer shall be entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. [The][Each] Registrar has been appointed registrar for the Notes, and the BNY Trust Company of Canada, as agent of TCCI for such purpose, shall at all times keep at its principal offices in Xxxxxxx, Xxxxxxx, Xxxxxx, a central securities register (hereinafter the “Register”) for the registration of, and registration of transfers and exchanges of, Notes. [The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as agent of TCCI for such purpose, shall at all times keep at its principal offices in Luxembourg, a branch register (hereinafter the “Branch Register”) for the registration of and registration of transfers and exchanges of Notes.]4 Subject to the limitations, terms and conditions set forth in the Pricing Supplement Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of the transferee, in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or Indexed Payment Riderby the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, as applicablebut the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, attached hereto (referred to collectively the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the “Pricing Supplement”)absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) as adjusted in accordance with Schedules 1 and 2 heretois registered at 5:00 p.m., Toronto, Canada time, on the Stated Maturity Date14 specified above 15th calendar day (except to the extent redeemed whether or repaid not such day is a business day in Toronto, Canada) prior to such Interest Payment Date or the Stated Maturity Date), and to pay interest thereon as the case may be (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as each such day a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Regular Record Date”). In the event a series of Notes is reopened, Any such interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extensionprincipal, as the case may be, including not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or periods for Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Toronto, Canada) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. For the purposes only of the Interest Act (Canada), as amended, whenever a rate of interest is calculated on the basis of a period other than a calendar year, the annual rate of interest to which such rate of interest as determined by such calculation is equivalent is such rate as so calculated multiplied by a fraction, the numerator of which is the actual number of days in the particular calendar year in respect of which the Maturity may be extendedcalculation is made, changes and the denominator of which is the number of days used in the interest ratecalculation. This Note shall not be valid unless authenticated by [BNY Trust Company of Canada, if anyas Registrar][ The Bank of New York Xxxxxx XX/NV, and requirements for noticeLuxembourg Branch, as Registrar][The Bank of New York Mellon acting through its London branch, as Transfer Agent]* No rights are conferred on any person by virtue of the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
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Samples: Note Agency Agreement
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal Remaining principal Confirmation of amount of this amount of this Global purchase Note purchased and Date canceled Remaining principal amount of this Global Note Note following such purchase and cancellation5 Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 5 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Permanent Global Note Note6 SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal Date of exchange Increase in principal amount of this Global Note exchanged due to exchanges of a Temporary Global Note for Definitive Notes or Remaining Principal Notes represented Amount of this Global Note7 Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Issuer 6 Schedule 2 should only be completed where the applicable Final Terms indicates that this Global note is intended to be a Classic Global Note. 7 If this Global Note exchange11 Issuer 11 See most recent entry has a maturity of one year from the Issue Date, the amount must be at least GBP £100,000 (or its equivalent in Part IIany other currency or currencies). Schedule 4 FORMS OF DEFINITIVE NOTE, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [COUPON, RECEIPT AND TALON PART I FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK DEFINITIVE NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 AVAILABLE. THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS NOTED HEREIN AND SPECIFIED IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AMENDED AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMESRESTATED AGENCY AGREEMENT (AS DEFINED HEREIN). THIS NOTE IS OFFERED NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER IS NOT INSURED BY THE SECURITIES ACT FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL SHALL BE DEEMED ENTITLED TO HAVE REPRESENTED RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTED TO BANK OF AMERICA, N.A. WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN ACCREDITED INVESTOR EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS PURCHASING SUCH INTEREST NOT ACTING FOR ITS OWN ACCOUNT OR FOR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN NoINTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 1 [This language is applicable only to Notes with maturities of 183 days or less from the date of original issue.: Principal Amount: [$]_______ ] BANK OF AMERICA, N.A. AMERICA CORPORATION [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESSpecified Currency and Principal Amount of Tranche] PERMANENT GLOBAL BANK EURO MEDIUM-TERM NOTES DUE [year of Maturity Date/Redemption Month] Series No. [ ] Tranche No. [ ] NOTE ORIGINAL ISSUE DATE13COMMON CODE: SPECIFIED CURRENCYISIN: o o o This Note is an Extendible Noteone of a duly authorized issue of Euro Medium-Term Notes (the “Notes”) of Bank of America Corporation (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date or, as the case may be, on the Interest Payment Date. [See attached Rider] References herein to the Terms and Conditions shall be to the Terms and Conditions of the Notes endorsed herein as modified and supplemented by the information set out in the Final Terms and which are incorporated herein by reference, but in the event of any conflict between the provisions of the Terms and Conditions and the information set out in the Final Terms, the Final Terms will prevail. This Note is issued subject to, and with the benefit of, the Terms and Conditions and an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other Amended and Restated Agency Agreement (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States (herein called the “IssuerAmended and Restated Agency Agreement,” which term includes any successor corporationexpression shall be construed as a reference to that agreement as the same may be amended or supplemented from time to time) dated as of August 21, 2006, and as amended and supplemented by a supplemental agreement dated July 26 2007, and made between Bank of America Corporation and The Bank of New York (the “Agent”), for . For value received, hereby the Issuer, subject to and in accordance with the Terms and Conditions, promises to pay to the bearer hereof on each Installment Date the principal amount specified above payable on such Installment Date (or if this Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)Installment Note) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extensionor, as the case may be, including on the period Interest Payment Date, or periods for which on such earlier date as this Note may become due and repayable in accordance with the Maturity may be extendedTerms and Conditions, changes the amount payable on redemption of this Note, and to pay interest (if any) on this Note calculated and payable as provided in the interest rate, if anyTerms and Conditions together with any other sums payable under the Terms and Conditions. This Note shall be governed by, and requirements construed in accordance with, the laws of the State of New York, United States of America, without regard to principles of conflicts of laws. This Note shall not become valid or obligatory for noticeany purpose until the certificate of authentication hereon shall have been duly signed by or on behalf of the Agent acting in accordance with the Amended and Restated Agency Agreement.
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PURCHASES AND CANCELLATIONS. Part Date of principal purchase and cancellation Number of Certificates represented by this Global Certificate purchased and cancelled Remaining principal number of Certificates represented by this Global Certificate following such purchase and cancellation1 Confirmation of amount of this amount of this Global purchase and Date of Global Note Note following such cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 1 See most recent entry in Part II, II or III or IV of Schedule 1 or in Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Permanent Global Note Certificate SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of relating to this Global Note for Definitive Notes or Notes represented by a Permanent Global Note Certificate have been made: Principal amount Date of exchange Increase in the number of Certificates represented by this Global Certificate due to exchanges of a Temporary Global Certificate for this Global Certificate1 Decrease in the number of Certificates represented by this Global Certificate due to exchanges of this Global Note exchanged Certificate for Definitive Notes or Remaining Principal Notes represented Amount of this Global Certificates Notation made by or by a Permanent Note following such on behalf of the Date Issuer 1 If this Global Certificate has a maturity of Exchange Global Note exchange11 Issuer 11 See most recent entry less than one year from the Issue Date, the amount must be at least GBP £100,000 (or its equivalent in Part II, III any other currency or IV of currencies). Schedule 1 or Schedule 2 in order 6 to determine this amount. Exhibit C to Supplement to Global Amended and Restated Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [DEFINITIVE CERTIFICATE THIS NOTE CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE CERTIFICATE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE CERTIFICATE MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S REGULATIONS UNDER THE SECURITIES ACT, UNLESS . THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT CERTIFICATE MAY NOT BE LEGALLY OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 BENEFICIALLY OWNED AT ANY TIME BY ANY U.S. PERSON. THIS NOTE CERTIFICATE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE CERTIFICATE IS SOLD IN MINIMUM DENOMINATIONS A DEFINITIVE CERTIFICATE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE CERTIFICATE ARE AS NOTED HEREIN AND SPECIFIED IN THE PRICING SUPPLEMENT AGENCY AGREEMENT (AS DEFINED HEREIN). THIS CERTIFICATE IS NOT A SAVINGS ACCOUNT OR INDEXED PAYMENT RIDER ATTACHED HERETO A DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONSIS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. EACH NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF A BENEFICIAL THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL HEREON EXCEPT PURSUANT TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMESPROVISIONS HEREOF. [BY ACCEPTING THIS NOTE IS OFFERED OBLIGATION, THE HOLDER REPRESENTS AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN ACCREDITED INVESTOR EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS PURCHASING SUCH INTEREST NOT ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT ON BEHALF OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: Principal Amount: [$]_______ BANK OF AMERICA, N.A. [INSERT NAME OF SERIES OR DESIGNATION A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 [See attached Rider] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States (herein called the “Issuer,” which term includes any successor corporation), for value received, hereby promises to pay to the Legend on definitive bearer hereof the principal amount specified above (or if this Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for notice.Certificates:
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date made Part of principal Remaining principal Confirmation of amount of this nominal amount of this Global purchase Note purchased and Date cancelled Remaining nominal amount of this Global Note Note following such cancellation by or purchase and purchased and cancellation* Confirmation of purchase and cancellation on behalf of the cancellation cancelled cancellation10 Issuer 10 SCHEDULE TWO TO THE PERMANENT BEARER GLOBAL NOTE1 SCHEDULE OF EXCHANGES The following exchanges affecting the nominal amount of this Global Note have been made: Date made Nominal amount of Temporary Bearer Global Note exchanged for this Global Note Remaining nominal amount of this Global Note following such exchange* Notation made on behalf of the Issuer * See the most recent entry in Part II, III 2 or IV 3 of Schedule 1 One or in Schedule 2 Two in order to determine this amount. Schedule 2 to the Temporary Global Note PART 3 OF SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal amount of this Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [5 FORM OF PERMANENT DEFINITIVE BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. Face of Note] 00 000000 [ISIN] 00 000000 [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933.]* [CREDIT SUISSE AG, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ACTING THROUGH ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: Principal Amount: [$ZURICH HEAD OFFICE] [⚫ BRANCH]_______ BANK OF AMERICA, N.A. ] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESSpecified Currency and Nominal Amount of Tranche] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. Notes [See attached RiderDue [Year of Maturity]] This Note is an Extension one of a duly authorised issue of Notes denominated in the Specified Currency [and maturing on the Maturity Date] (the Notes) of Credit Suisse AG, acting through its [Zurich head office] [⚫ branch]] (the Issuer). References in this Note to the Conditions shall be to the Terms and Conditions [endorsed on this Note/attached to this Note/set out in Schedule 1 to the Agency Agreement (as defined below) which shall be incorporated by reference in this Note and have effect as if set out in it] as completed by Part A of the Final Terms (the Final Terms) (or the relevant provisions of the Final Terms) endorsed on this Note but, in the event of any conflict between the provisions of the Conditions and the information in the Final Terms, the Final Terms will prevail. [See attached Rider] This Note is issued subject to, and with the benefit of, the Conditions and an Amortizing NoteAmended and Restated Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 13 May 2015 and made between, among others, Credit Suisse AG, Credit Suisse Group AG, BNP Paribas Securities Services, Luxembourg Branch (the Agent) and the other agents named in it. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States (herein called the “Issuer,” which term includes any successor corporation), for For value received, hereby the Issuer, subject to and in accordance with the Conditions, promises to pay to the bearer hereof the principal amount specified above (or if of this Note is designated on the Maturity Date [(if any)] and/or on such earlier date(s) as an Indexed this Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated may become due and repayable in accordance with the provisions set forth Conditions, the amount payable under the Conditions in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, respect of this Note on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), each such date and to pay interest thereon (iif any) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated calculated and payable as a “Fixed Rate Note” above, (ii) provided in accordance the Conditions together with the provisions set forth on the reverse hereof any other sums payable under the 13 The form provides that interest, if any, will accrue from the Original Issue DateConditions. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will This Note shall not be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified validly issued unless authenticated by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for noticeAgent.
Appears in 1 contract
Samples: Agency Agreement
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal Remaining principal Confirmation of amount of this amount of this Global [Note][Certificate] purchased and canceled Remaining principal amount of this Global [Note][Certificate] following such purchase and Date cancellation11 Confirmation of Global Note Note following such purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 11 See most recent entry in Part II, III or IV of Schedule 1 or in Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Global [Note][Certificate]12 SCHEDULE OF EXCHANGES FOR DEFINITIVE [NOTE][CERTIFICATE]S OR PERMANENT GLOBAL [NOTE][CERTIFICATE] The following exchanges of a part of this Global [Note][Certificate] for Definitive [Note][Certificate]s or [Note][Certificate]s represented by a Permanent Global [Note][Certificate] have been made: Date of exchange Principal amount of this Global [Note][Certificate] exchanged for Definitive [Note][Certificate]s or [Note][Certificate]s represented by a Permanent Global [Note][Certificate] Remaining principal amount of this Global [Note][Certificate] following such exchange13 Notation made by or on behalf of the Issuer 12 Schedule 2 should only be completed where the applicable Final Terms indicates that this Global Note is intended to be a Classic Global Note or where this is a Global Certificate. 13 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Temporary Global [Note] [Certificate] Consolidated Terms and Conditions Schedule 2 4 to the Temporary Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal amount of this Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [Note] [Certificate] FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY CERTIFICATE TO BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED PRESENTED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER EUROCLEAR / CLEARSTREAM,LUXEMBOURG B OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: Principal Amount: [$]_______ BANK OF AMERICA, N.A. [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached Rider] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other ISSUANCE B.V. (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States (herein called the “Issuer,” which term includes any successor corporation)”) [NOTES/CERTIFICATES] DUE [YEAR OF MATURITY DATE/ SETTLEMENT DATE] Series No. [ ] Tranche No. [ ] (the “Securities”) This is to certify that, for value receivedbased solely on certifications we have received in writing, hereby promises by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to pay a portion of the principal or notional amount set forth below (our “Member Organizations”) substantially to the bearer hereof the principal amount specified above (or if this Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions effect set forth in the Pricing Supplement or Indexed Payment RiderTemporary Global [Note] [Certificate], as applicableof the date hereof, attached hereto [EUR][USD] principal or notional amount of the above-captioned Securities (referred i) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations, any estate the income of which is subject to collectively as United States federal income taxation regardless of its source or any trust with respect to which a court within the United States is able to exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of its substantial decisions or any other persons deemed a U.S. person under Section 7701(a)(30) of the Internal Revenue Code (taking into account changes thereto and associated effective dates, elections, and transition rules) (“Pricing SupplementU.S. persons”), (ii) is owned by U.S. persons that (a) are foreign branches of United States financial institutions (as adjusted defined in accordance with Schedules 1 U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) (“financial institutions”) purchasing for their own account or for resale, or (b) acquired the Securities through foreign branches of United States financial institutions and 2 heretowho hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the Stated Maturity Date14 specified above Issuer or the Issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (except to B) or (C) of the extent redeemed Internal Revenue Code of 1986, as amended, and the regulations thereunder), or repaid prior to (iii) is owned by United States or foreign financial institutions for purposes of resale during the Stated Maturity DateRestricted Period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to pay interest thereon the further effect that United States or foreign financial institutions described in Clause (iii) above (whether or not also described in Clause (i) in accordance with or (ii)) have certified that they have not acquired the provisions Securities for purposes of resale directly or indirectly to a U.S. person or to a person within the United States or its possessions. Any such certification by electronic transmission satisfies the requirements set forth on the reverse hereof in U.S. Treasury Regulation Section 2(a1.163-5(c)(2)(i)(D)(3)(ii), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, . We will accrue retain all certificates received from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date Member Organizations for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes specified in the interest rate, if any, and requirements for noticeU.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(i).
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal Remaining principal Confirmation of amount of this amount of this Global purchase Note purchased and Date cancelled Remaining principal amount of this Global Note Note following such purchase and cancellation6 Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 6 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Date of Exchange Principal amount of this Global Note exchanged for Definitive Notes or Notes represented by a Permanent Global Note Remaining Principal Notes represented Amount of this Global Note following such exchange7 Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 AVAILABLE.]1 THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 1 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. C-2 Common Code: ISIN No.: Principal Amount: [$]_______ BANK OF AMERICA, N.A. [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13DATE2: SPECIFIED CURRENCY: o o o ¨ This Note is an Extendible Note. [See attached Rider] SPECIFIED CURRENCY: ¨ This Note is an Extension of Maturity Note. [See attached Rider] ¨ U.S. Dollars ¨ This Note is an Amortizing Note. o U.S. Dollars o ¨ Other (specify): o ¨ FIXED RATE NOTE o ¨ FLOATING RATE NOTE o ¨ INDEXED NOTE [See attached Rider] o ¨ FLOATING RATE/FIXED RATE NOTE o ¨ SENIOR NOTE o ¨ SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States (herein called the “Issuer,” which term includes any successor corporation), for value received, hereby promises to pay to the bearer hereof the principal amount specified above (or if this Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date14 Date3 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 Section 2(b), if this Note is designated as a “Floating Rate Note” above, (iii) in accordance with 2 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for notice.
Appears in 1 contract
Samples: Global Agency Agreement (Bank of America Corp /De/)
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal Remaining principal Confirmation of amount of this amount of this Global purchase Note purchased and Date cancelled Remaining principal amount of this Global Note Note following such purchase and cancellation8 Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Bearer Permanent Global Note Note9 SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Bearer Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal Date of exchange Increase in principal amount of this Global Note exchanged due to exchanges of a Bearer Temporary Global Note for Definitive Notes or Remaining Principal Notes represented Amount this Global Note10 Decrease in principal amount of this Global Note due to exchanges of this Global Note for Bearer Definitive Notes Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Issuer 9 Schedule 2 should only be completed where the applicable Final Terms indicate that this Global Note exchange11 Issuer 11 See most recent entry is intended to be a Classic Global Note. 10 If this Global Note has a maturity of less than one year from the Issue Date, the amount must be at least GBP £100,000 (or its equivalent in Part II, III any other currency or IV of currencies). Schedule 1 or Schedule 2 in order 3 to determine this amount. Exhibit C to Supplement to Global Agency Agreement [FORM OF PERMANENT BEARER GLOBAL DEFINITIVE NOTE] BANK , COUPON, RECEIPT AND TALON PART I FORM OF AMERICA, N.A. PERMANENT GLOBAL BANK BEARER DEFINITIVE NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 AVAILABLE. THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS A BEARER DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS BEARER DEFINITIVE NOTE ARE AS NOTED HEREIN AND SPECIFIED IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMESAGENCY AGREEMENT (AS DEFINED HEREIN). THIS NOTE IS OFFERED NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER IS NOT INSURED BY THE SECURITIES ACT FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL SHALL BE DEEMED ENTITLED TO HAVE REPRESENTED RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTED TO BANK OF AMERICA, N.A. WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN ACCREDITED INVESTOR EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS PURCHASING SUCH INTEREST NOT ACTING FOR ITS OWN ACCOUNT OR FOR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN NoINTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1] 1 [This language is applicable only to Notes with maturities of 183 days or less from the date of original issue.: Principal Amount: [$]_______ ] BANK OF AMERICA, N.A. AMERICA CORPORATION [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTESSpecified Currency and Principal Amount of Tranche] PERMANENT GLOBAL BANK EURO MEDIUM-TERM NOTES DUE [year of Maturity Date/Redemption Month] Series No. [ ] Tranche No. [ ] NOTE ORIGINAL ISSUE DATE13COMMON CODE: SPECIFIED CURRENCYISIN: o o o This Note is an Extendible Noteone of a duly authorized issue of Euro Medium-Term Notes (the “Notes”) of Bank of America Corporation (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date or, as the case may be, on the Interest Payment Date. [See attached Rider] References herein to the Terms and Conditions shall be to the Terms and Conditions of the Notes as set out in Schedules 6-1 and 6-2 to the Agency Agreement, including any applicable Product Annex, as endorsed herein as modified and supplemented by the information set out in the Final Terms and which are incorporated herein by reference, but in the event of any conflict between the provisions of the Terms and Conditions (including any applicable Product Annex) and the information set out in the Final Terms, the Final Terms will prevail. This Note is issued subject to, and with the benefit of, the Terms and Conditions and an Extension Amended and Restated Agency Agreement (the “Agency Agreement,” which expression shall be construed as a reference to that agreement as the same may be amended, restated and/or supplemented from time to time) dated as of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICAJuly 22, 2010, and made among Bank of America Corporation, Bank of America, N.A., a national banking association organized under the laws of the United States London Branch (herein called the “Issuer,” which term includes any successor corporationPrincipal Agent”), for and Xxxxxxx Xxxxx International Bank Limited (the “Transfer Agent” and “Registrar” in respect of Registered Notes). For value received, hereby the Issuer, subject to and in accordance with the Terms and Conditions, promises to pay to the bearer hereof on each Installment Date the principal amount specified above payable on such Installment Date (or if this Note is designated as an Indexed Note above, Installment Note) and on the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 heretoMaturity Date, on the Stated Maturity Date14 specified above (except to the extent redeemed Interest Payment Date or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Delivery Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including or on such earlier date as this Note may become due and payable in accordance with the period Terms and Conditions, the amount payable or periods for which deliverable, as the Maturity case may be extendedbe, changes on redemption of this Note becoming so due and payable, and to pay interest (if any) or to deliver any Entitlement (if any) in respect of this Definitive Note calculated and payable as provided in the interest rate, if anyTerms and Conditions together with any other sums payable under the Terms and Conditions provided that all payments will be made outside the United States and its possessions. This Note shall be governed by, and requirements construed in accordance with, the laws of the State of New York, United States of America, without regard to principles of conflicts of laws. This Note shall not become valid or obligatory for noticeany purpose until the certificate of authentication hereon shall have been duly signed by or on behalf of the Principal Agent acting in accordance with the Agency Agreement.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date made Part of principal Remaining principal Confirmation of nominal amount of this Registered Global Note purchased and cancelled Remaining nominal amount of this Registered Global purchase and Date of Global Note Note following such purchase and cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 * See most recent entry in Part II, II or III or IV of Schedule 1 or Schedule 2 Two in order to determine this amount. Schedule 2 to the Temporary Global Note Two SCHEDULE OF TRANSFERS AND EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part transfers affecting the nominal amount of this Global Note for Definitive Notes or Notes represented by a Permanent Registered Global Note have been made: Principal Date made Nominal amount of Notes transferred or exchanged Remaining/increased nominal amount of this Registered Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global following such transfer*or exchange Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [SCHEDULE 2 FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK DEFINITIVE REGISTERED NOTE [THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OTHER JURISDICTION OF THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR DELIVERED WITHIN OTHERWISE TRANSFERRED UNDER THE UNITED STATES SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. [THIS OBLIGATION HAS BEEN SOLD (OR RESOLD IN CONNECTION WITH ITS POSSESSIONS ORIGINAL ISSUANCE) ONLY TO NON-US PERSONS (OR TO ANY CITIZEN, NATIONAL OR RESIDENT FOREIGN BRANCHES OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED US FINANCIAL INSTITUTIONS DESCRIBED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(aSECTION 871(H)(5)(B) OF THE INTERNAL REVENUE CODE) IN ACCORDANCE WITH THE PROCEDURES FOR FOREIGN-TARGETED REGISTERED OBLIGATIONS IN US TREASURY REGULATIONS SECTION 1.871-14(E) (AS AUTHORISED BY US INTERNAL REVENUE SERVICE NOTICE 2012-20).]1 ISIN: [ ] Common Code : [ ]] Series Number: [ ] Certif. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: Principal Amount[ ] Serial Number: [ ] TOYOTA MOTOR CREDIT CORPORATION (a company incorporated with limited liability in California, United States) DEFINITIVE REGISTERED NOTE representing [$]_______ BANK OF AMERICA, N.A. Specified Currency and Nominal Amount of Series] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached RiderYear of Maturity] This Note is an Extension one of Maturity Notea Series of Notes of [Specified Currency and Denomination] each (“Notes”) of Toyota Motor Credit Corporation (the “Issuer”) issued as of the date specified in the Final Terms attached hereto or endorsed hereon and maturing on the date so specified. [See attached Rider] References herein to the Conditions shall be to the Terms and Conditions endorsed hereon as supplemented or modified by the Final Terms. This Note is issued subject to, and with the benefit of, an Amortizing Note. o U.S. Dollars o Other amended and restated agency agreement dated 14 September 2012 (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICAthe “Programme Agency Agreement”) and made between, N.A.inter alia, a national banking association organized under Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon as Agent for the laws holders of the United States Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 14 September 2012 (herein called the “Note Agency Agreement” which term includes any agreement supplemental thereto), between the Issuer,, The Bank of New York Mellon (Luxembourg) S.A., as registrar and transfer agent (the “Registrar”, which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “Transfer Agent” which term includes any successor corporationas transfer agent and paying agent). This Note, for value received, hereby promises to pay to the bearer hereof Programme Agency Agreement and the principal amount specified above (or if Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is designated deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that is/are the registered holder(s) of one of the above-mentioned Notes and is/are entitled on the Maturity Date or on such earlier date as an Indexed this Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated may become due and repayable in accordance with the provisions Conditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to receive interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as defined below). The Issuer shall procure that due registration of transfer shall be entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. The Registrar has been appointed registrar for the Notes, and the Registrar will maintain at its office in Luxembourg, a register (herein, the “Register”) for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and conditions set forth in the Pricing Supplement Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of the transferee, in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or Indexed Payment Riderby the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, as applicablebut the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, attached hereto (referred to collectively the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the “Pricing Supplement”)absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) as adjusted in accordance with Schedules 1 and 2 heretois registered at 5:00 p.m., Luxembourg time, on the Stated Maturity Date14 specified above 15th calendar day (except to the extent redeemed whether or repaid not such day is a business day in Luxembourg) prior to such Interest Payment Date or the Stated Maturity Date), and to pay interest thereon as the case may be (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as each such day a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Regular Record Date”). In the event a series of Notes is reopened, Any such interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extensionprincipal, as the case may be, including not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or periods for Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Luxembourg) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. This Note shall not be valid unless authenticated by The Bank of New York Mellon (Luxembourg) S.A., as Registrar or The Bank of New York Mellon acting through its London branch, as Transfer Agent]2. No rights are conferred on any person by virtue of the Contracts (Rights of Third Parties) Axx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which the Maturity may be extended, changes in the interest rate, if any, and requirements for noticeexists or is available apart from that Act.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date made Part of principal Remaining principal Confirmation of nominal amount of this Registered Global Note purchased and cancelled Remaining nominal amount of this Registered Global purchase and Date of Global Note Note following such purchase and cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 Schedule Two SCHEDULE OF TRANSFERS AND EXCHANGES The following transfers affecting the nominal amount of this Registered Global Note have been made: Date made Nominal amount of Notes transferred or exchanged Remaining/increased nominal amount of this Registered Global Note following such transfer*or exchange Notation made by or on behalf of the Issuer * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Schedule SCHEDULE 2 to the Temporary Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal amount of this Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK DEFINITIVE REGISTERED NOTE [THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OTHER JURISDICTION OF THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D OTHERWISE TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR REGULATION S UNDER THE ACCOUNT OF ANOTHER ACCREDITED INVESTORSECURITIES ACT. ISIN: [ ] Certif. No.: [ ] [Common Code: ISIN No.[ ]] Serial Number: Principal Amount[ ] Series Number: [ ] TOYOTA MOTOR CREDIT CORPORATION (a company incorporated with limited liability in California, United States) DEFINITIVE REGISTERED NOTE representing [$]_______ BANK OF AMERICA, N.A. Specified Currency and Nominal Amount of Series] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached RiderYear of Maturity] This Note is an Extension one of Maturity Notea Series of Notes of [Specified Currency and Denomination] each (“Notes”) of Toyota Motor Credit Corporation (the “Issuer”) issued as of the date specified in the Final Terms attached hereto or endorsed hereon and maturing on the date so specified. [See attached Rider] References herein to the Conditions shall be to the Terms and Conditions endorsed hereon as supplemented or modified by the Final Terms. This Note is issued subject to, and with the benefit of, an Amortizing Note. o U.S. Dollars o Other amended and restated agency agreement dated 8 September 2017 (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICAthe “Programme Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended, N.A.supplemented and/or restated from time to time) and made between, a national banking association organized under inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon, acting through its London branch, as Agent for the laws holders of the United States Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 8 September 2017 (herein called the “Note Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time), between the Issuer,, The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as registrar and transfer agent (the “Registrar”, which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “Transfer Agent” which term includes any successor corporationas transfer agent and paying agent). This Note, for value received, hereby promises to pay to the bearer hereof Programme Agency Agreement and the principal amount specified above (or if Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is designated deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that is/are the registered holder(s) of one of the above-mentioned Notes and is/are entitled on the Maturity Date or on such earlier date as an Indexed this Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated may become due and repayable in accordance with the provisions Conditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to receive interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as defined below). The Issuer shall procure that due registration of transfer shall be entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. The Registrar has been appointed registrar for the Notes, and the Registrar will maintain at its office in Luxembourg, a register (herein, the “Register”) for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and conditions set forth in the Pricing Supplement Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of the transferee, in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or Indexed Payment Riderby the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, as applicablebut the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, attached hereto (referred to collectively the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the “Pricing Supplement”)absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) as adjusted in accordance with Schedules 1 and 2 heretois registered at 5:00 p.m., Luxembourg time, on the Stated Maturity Date14 specified above 15th calendar day (except to the extent redeemed whether or repaid not such day is a business day in Luxembourg) prior to such Interest Payment Date or the Stated Maturity Date), and to pay interest thereon as the case may be (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as each such day a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Regular Record Date”). In the event a series of Notes is reopened, Any such interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extensionprincipal, as the case may be, including not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or periods for Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Luxembourg) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. This Note shall not be valid unless authenticated by [The Bank of Xxx Xxxx Xxxxxx XX/NV, Luxembourg Branch, as Registrar] [The Bank of New York Mellon, acting through its London branch, as Transfer Agent]1. No rights are conferred on any person by virtue of the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which the Maturity may be extended, changes in the interest rate, if any, and requirements for noticeexists or is available apart from that Act.
Appears in 1 contract
Samples: Note Agency Agreement
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal Remaining principal Confirmation of amount of this amount of this Global purchase Note purchased and Date canceled Remaining principal amount of this Global Note Note following such purchase and cancellation5 Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 5 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Permanent Global Note Note6 SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal Date of exchange Increase in principal amount of this Global Note exchanged due to exchanges of a Temporary Global Note for Definitive Notes or Remaining Principal Notes represented Amount of this Global Note7 Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Issuer 6 Schedule 2 should only be completed where the applicable Final Terms indicates that this Global note is intended to be a Classic Global Note. 7 If this Global Note exchange11 Issuer 11 See most recent entry has a maturity of one year from the Issue Date, the amount must be at least GBP £100,000 (or its equivalent in Part II, III any other currency or IV of currencies). Schedule 1 or Schedule 2 in order 3 to determine this amount. Exhibit C to Supplement to Global Amended and Restated Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK DEFINITIVE NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 AVAILABLE. THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS NOTED HEREIN AND SPECIFIED IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AMENDED AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMESRESTATED AGENCY AGREEMENT (AS DEFINED HEREIN). THIS NOTE IS OFFERED NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER IS NOT INSURED BY THE SECURITIES ACT FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL SHALL BE DEEMED ENTITLED TO HAVE REPRESENTED RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTED TO BANK OF AMERICA, N.A. WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN ACCREDITED INVESTOR EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS PURCHASING SUCH INTEREST NOT ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT ON BEHALF OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: Principal Amount: [$]_______ BANK OF AMERICA, N.A. [INSERT NAME OF SERIES OR DESIGNATION A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached Rider] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States (herein called the “Issuer,” which term includes any successor corporation), for value received, hereby promises to pay to the bearer hereof the principal amount specified above (or if this Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for notice.INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal Remaining principal Confirmation of amount of this amount of this Global purchase Note purchased and Date cancelled Remaining principal amount of this Global Note Note following such purchase and cancellation7 Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 7 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Permanent Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this the Temporary Global Note Note(s) for Definitive Notes or Notes represented by a this Permanent Global Note have been made: Principal Date of Exchange Increase in principal amount of this Global Note exchanged due to exchanges of a Temporary Global Note for Definitive Notes or this Global Note Remaining Principal Notes represented Amount of this Global Note following such exchange8 Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement D to Global Agency Agreement [FORM OF PERMANENT DEFINITIVE BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 AVAILABLE. THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION SUBMISSION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS A DEFINITIVE NOTE WITH INTEREST COUPONS. THE RIGHTS ATTACHING TO THIS DEFINITIVE NOTE ARE AS SPECIFIED IN THE GLOBAL AGENCY AGREEMENT (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, [THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, LAW.]1 [THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. N.A.]2 THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF1 To be included on the Note if it is a Senior Note. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE2 To be included on the Note if it is a Subordinated Note. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: [Specified Currency and Principal Amount: [$]_______ BANK OF AMERICA, N.A. Amount of Tranche] [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL Series No. [ ] Tranche No. [ ] DEFINITIVE BANK NOTE ORIGINAL ISSUE DATE13COMMON CODE: SPECIFIED CURRENCYISIN: o o o This Note is an Extendible Noteone of a duly authorized issue of [senior][subordinated] bank notes of Bank of America , N.A. (the “Issuer”) denominated in the Specified Currency maturing on the Maturity Date. [See attached Rider] Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth at this place. This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other issued subject to, and with the benefit of, the Global Agency Agreement (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States (herein called the “IssuerAgency Agreement,” which term includes any successor corporationexpression shall be construed as a reference to that agreement as the same may be amended or supplemented from time to time) dated as of July 25, 2007 and made among Issuer, Deutsche Bank Trust Company Americas, as U.S. Registrar (the “U.S. Registrar”) and U.S. Paying Agent (the “U.S. Paying Agent”), Deutsche Bank AG, London Branch, as London Paying Agent (the “London Paying Agent,” and together with the U.S. Paying Agent, the “Paying Agents” and each, a “Paying Agent”) and as London Issuing Agent (the “London Issuing Agent”), and Deutsche Bank Luxembourg S.A., as European Registrar (the “European Registrar,” and together with the U.S. Registrar, the “Registrars” and each, a “Registrar”) and European Transfer Agent (the “European Transfer Agent,” and together with the Registrars, the Paying Agents and the London Issuing Agent, the “Agents” and each, an “Agent”), to which Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer and the Agents and the holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms U.S. Registrar, U.S. Paying Agent, London Paying Agent, London Issuing Agent, European Registrar and European Transfer Agent shall include any additional or successor agents appointed in such capacities by the Issuer. For value received, hereby the Issuer promises to pay to the bearer hereof the principal amount specified above (on the Stated Maturity Date or if such earlier date as this Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated may become due and repayable in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date)hereof, and to pay interest thereon (iif any) on this Note calculated and payable as provided herein together with any other sums payable as provided herein. This Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to principles of conflicts of laws. This Note shall not become valid or obligatory for any purpose until the certificate of authentication hereon shall have been duly signed by or on behalf of the European Registrar acting in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for noticeAgency Agreement.
Appears in 1 contract
Samples: Global Agency Agreement (Bank of America Corp /De/)
PURCHASES AND CANCELLATIONS. Date made Part of principal Remaining principal Confirmation of nominal amount of this Registered Global Note purchased and cancelled Remaining nominal amount of this Registered Global purchase and Date of Global Note Note following such purchase and cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 * See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 Two in order to determine this amount. Schedule 2 to the Temporary Global Note Two SCHEDULE OF TRANSFERS AND EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part transfers affecting the nominal amount of this Global Note for Definitive Notes or Notes represented by a Permanent Registered Global Note have been made: Principal Date made Nominal amount of Notes transferred or exchanged Remaining/increased nominal amount of this Registered Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global following such transfer*or exchange Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 *See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [SCHEDULE 2 FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK DEFINITIVE REGISTERED NOTE [THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OTHER JURISDICTION OF THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D OTHERWISE TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR REGULATION S UNDER THE ACCOUNT OF ANOTHER ACCREDITED INVESTORSECURITIES ACT. Common CodeISIN: ISIN [ ] Certif. No.: Principal Amount[ ] [Common Code : [ ]] Serial Number: [ ] Series Number: [ ] TOYOTA MOTOR CREDIT CORPORATION (a company incorporated with limited liability in California, United States) DEFINITIVE REGISTERED NOTE representing [$]_______ BANK OF AMERICA, N.A. Specified Currency and Nominal Amount of Series] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached RiderYear of Maturity] This Note is an Extension one of Maturity Notea Series of Notes of [Specified Currency and Denomination] each (“Notes”) of Toyota Motor Credit Corporation (the “Issuer”) issued as of the date specified in the Final Terms attached hereto or endorsed hereon and maturing on the date so specified. [See attached Rider] References herein to the Conditions shall be to the Terms and Conditions endorsed hereon as supplemented or modified by the Final Terms. This Note is issued subject to, and with the benefit of, an Amortizing Note. o U.S. Dollars o Other amended and restated agency agreement dated 16 September 2011 (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICAthe “Programme Agency Agreement”) and made between, N.A.inter alia, a national banking association organized under Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon as Agent for the laws holders of the United States Notes. In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and a note agency agreement dated 16 September 2011 (herein called the “Note Agency Agreement” which term includes any agreement supplemental thereto), between the Issuer,, The Bank of New York Mellon (Luxembourg) S.A., as registrar and transfer agent (the “Registrar”, which term includes any successor as registrar and transfer agent) and The Bank of New York Mellon, acting through its London branch, as transfer agent and paying agent (the “Transfer Agent” which term includes any successor corporationas transfer agent and paying agent). This Note, for value received, hereby promises to pay to the bearer hereof Programme Agency Agreement and the principal amount specified above (or if Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is designated deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that is/are the registered holder(s) of one of the above-mentioned Notes and is/are entitled on the Maturity Date or on such earlier date as an Indexed this Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated may become due and repayable in accordance with the provisions Conditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to receive interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as defined below). The Issuer shall procure that due registration of transfer shall be entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. The Registrar has been appointed registrar for the Notes, and the Registrar will maintain at its office in Luxembourg, a register (herein, the “Register”) for the registration of, and the registration of transfers and exchanges of, Notes. Subject to the limitations, terms and conditions set forth in the Pricing Supplement Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of the transferee, in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or Indexed Payment Riderby the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, as applicablebut the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, attached hereto (referred to collectively the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the “Pricing Supplement”)absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) as adjusted in accordance with Schedules 1 and 2 heretois registered at 5:00 p.m., Luxembourg time, on the Stated Maturity Date14 specified above 15th calendar day (except to the extent redeemed whether or repaid not such day is a business day in Luxembourg) prior to such Interest Payment Date or the Stated Maturity Date), and to pay interest thereon as the case may be (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as each such day a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Regular Record Date”). In the event a series of Notes is reopened, Any such interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extensionprincipal, as the case may be, including not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or periods for Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Luxembourg) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. This Note shall not be valid unless authenticated by The Bank of New York Mellon (Luxembourg) S.A., as Registrar or The Bank of New York Mellon acting through its London branch, as Transfer Agent]1. No rights are conferred on any person by virtue of the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Note, but this does not affect any right or remedy of any person which the Maturity may be extended, changes in the interest rate, if any, and requirements for noticeexists or is available apart from that Act.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal Remaining principal Confirmation of amount of this nominal amount of this Global purchase Note purchased and Date cancelled Remaining nominal amount of this Global Note Note following such purchase and cancellation* Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 * See most recent entry in Part II, III or IV of Schedule 1 One or Schedule 2 Two in order to determine this amount. Schedule 2 Two to the Temporary Permanent Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part affecting the nominal amount of this Global Note for Definitive Notes or Notes represented by a Permanent have been made:- Date of exchange Increase in nominal amount of this Global Note have been made: Principal due to exchanges of a Temporary Global Note for this Global Note Part of nominal amount of this Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount nominal amount of this Global Note following such exchange* Notation made by or by a Permanent Note following such on behalf in the name of the Date of Exchange Global Note exchange11 Issuer 11 * See most recent entry in Part II, III or IV of Schedule 1 One or Schedule 2 Two in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [PART IIIA FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK DEFINITIVE NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. K-type or CF-type) 00 000000 [ISIN] 00 000000 [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. CODE OF 1986.]1 [BY ACCEPTING THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN OBLIGATION, THE HOLDER REPRESENTS AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN ACCREDITED INVESTOR EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS PURCHASING SUCH INTEREST NOT ACTING FOR ITS OWN ACCOUNT OR FOR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(B)(4) OF THE ACCOUNT INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).] 2 [THIS NOTE CONSTITUTES [COMMERCIAL PAPER/[A SHORTER/LONGER] TERM DEBT SECURITY]3 ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER SECTION 4 OF ANOTHER ACCREDITED INVESTORTHE BANKING ACX 0000. Common Code: ISIN No.: Principal Amount: THE ISSUER OF THIS NOTE IS [$]_______ BANK OF AMERICA, N.A. [INSERT NAME OF SERIES ISSUER], WHICH IS NOT AN AUTHORISED INSTITUTION OR DESIGNATION A EUROPEAN AUTHORISED INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING ACX 0000 (EXEMPT TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE NOTES] PERMANENT GLOBAL BANK PRINCIPAL AND PAYMENT OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is HAS [NOT BEEN GUARANTEED/BEEN GUARANTEED BY KONINKLIJKE AHOLD N.V., WHICH IS NOT AN AUTHORISED INSTITUTION OR A EUROPEAN AUTHORISED INSTITUTION]4]5. 1 In the case of Notes issued by AF or Europe this legend can be deleted if the Notes have an Extendible Note. [See attached Rider] This Note is an Extension initial maturity of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws of the United States (herein called the “Issuer,” which term includes any successor corporation), for value received, hereby promises to pay to the bearer hereof the principal amount specified above (365 days or if this Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Dateless. In the event a series case of Notes is reopenedissued by USA, interest will accrue from this legend can be deleted if the Original Issue Date for all tranches Notes have an initial Maturity of 183 days or less. 2 Include only in the case of Notes issued by USA with an initial maturity of that series183 days or less. However, Notes issued by USA with an initial maturity of 183 days or less must be issued in minimum denominations of US$500,000 (or the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes in the interest rate, if any, and requirements for noticenon-US currency equivalent thereof).
Appears in 1 contract
Samples: Agency Agreement (Royal Ahold)
PURCHASES AND CANCELLATIONS. Date made Part of principal Remaining principal Confirmation of nominal amount of this Registered Global Note purchased and cancelled Remaining nominal amount of this Registered Global purchase and Date of Global Note Note following such purchase and cancellation Remaining amount payable under this Registered Global Note following such purchase and cancellation* Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 Schedule Two SCHEDULE OF TRANSFERS AND EXCHANGES The following transfers affecting the nominal amount of this Registered Global Note have been made: Date made Nominal amount of Notes transferred or exchanged Remaining/increased nominal amount of this Registered Global Note following such transfer*or exchange Notation made by or on behalf of the Issuer * See most recent entry in Part II, II or III or IV of Schedule 1 One or in this Schedule 2 Two in order to determine this amount. Schedule SCHEDULE 2 to the Temporary Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal amount of this Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK DEFINITIVE REGISTERED NOTE [THE NOTES REPRESENTED BY THIS NOTE HAS HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OTHER JURISDICTION OF THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D OTHERWISE TRANSFERRED UNDER THE SECURITIES ACT EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR REGULATION S UNDER THE ACCOUNT OF ANOTHER ACCREDITED INVESTORSECURITIES ACT. ISIN: [ ] [CUSIP: [ ]] [Common CodeCode : ISIN [ ]] Certif. No.: Principal Amount[ ] Series Number: [ ] Serial Number: [ ] TOYOTA CREDIT CANADA INC. (a company incorporated with limited liability under the Canada Business Corporations Act) DEFINITIVE REGISTERED NOTE representing [$]_______ BANK OF AMERICA, N.A. Specified Currency and Nominal Amount of Series] NOTES DUE [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached RiderYear of Maturity] This Note is an Extension one of Maturity Notea Series of Notes of [Specified Currency and Denomination] each (“Notes”) of Toyota Credit Canada Inc. (the “Issuer”) issued as of the date specified in the Final Terms attached hereto or endorsed hereon and maturing on the date so specified. [See attached Rider] References herein to the Conditions shall be to the Terms and Conditions endorsed hereon as supplemented or modified by the Final Terms. This Note is issued subject to, and with the benefit of, an Amortizing Noteamended and restated agency agreement dated 8 September 2017 (the “Programme Agency Agreement”, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time) and made between, inter alia, Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited, Toyota Motor Credit Corporation and The Bank of New York Mellon acting through its London branch as Agent for the holders of the Notes. o U.S. Dollars o Other In addition, this Note and all the rights of the registered holder hereof are expressly subject to the Programme Agency Agreement and an amended and restated note agency agreement dated 8 September 2017 (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATEthe “Note Agency Agreement” which expression shall be construed as a reference to that agreement as the same may be amended, supplemented and/or restated from time to time), between the Issuer, BNY Trust Company of Canada as registrar, paying agent and transfer agent and The Bank of New York Xxxxxx XX/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICANV, N.A.Luxembourg Branch as registrar and transfer agent (each, a national banking association organized under the laws “Registrar”, which term includes any successor as registrar, transfer agent and paying agent as applicable) and The Bank of the United States New York Mellon acting through its London branch as transfer agent and paying agent (herein called the “Issuer,Transfer Agent” which term includes any successor corporationas transfer agent and paying agent). This Note, for value received, hereby promises to pay to the bearer hereof Programme Agency Agreement and the principal amount specified above (or if Note Agency Agreement together constitute a contract. The registered holder by acceptance of this Note assents to and is designated deemed to have notice of the Programme Agency Agreement and the Note Agency Agreement. Further references herein to principal or interest shall be deemed to also refer to any additional amounts which may be payable hereunder. THIS IS TO CERTIFY that [insert name] is/are the registered holder(s) of one of the above- mentioned Notes and is/are entitled on the Maturity Date or on such earlier date as an Indexed this Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated may become due and repayable in accordance with the provisions Conditions, the Note Agency Agreement and the Programme Agency Agreement, to the amount payable on redemption of this Note and to receive interest (if any) on the nominal amount of this Note calculated and payable as provided in the Conditions, the Note Agency Agreement and the Programme Agency Agreement together with any other sums payable under the Conditions, the Note Agency Agreement and the Programme Agency Agreement. Title to this Note passes by due endorsement in the Register (as defined below). The Issuer shall procure that due registration of transfer shall be entered in the Register maintained by the Registrar. Unless otherwise required by law, only the duly registered holder or if more than one person is so registered, the first-named of such persons is entitled to payment in respect of this Note. [The][Each] Registrar has been appointed registrar for the Notes, and the BNY Trust Company of Canada, as agent of TCCI for such purpose, shall at all times keep at its principal offices in Xxxxxxx, Xxxxxxx, Xxxxxx, a central securities register (hereinafter the “Register”) for the registration of and registration of transfers and exchanges of Notes. [The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as agent of TCCI for such purpose, shall at all times keep at its principal offices in Luxembourg, a branch register (hereinafter the “Branch Register”) for the registration of and registration of transfers and exchanges of Notes.]4 Subject to the limitations, terms and conditions set forth in the Pricing Supplement Conditions, herein and in the Note Agency Agreement, this Note may be transferred at the aforesaid office of the Registrar by surrendering this Note for cancellation, and thereupon the Registrar shall issue and register in the name of the transferee, in exchange herefor, a new Note having identical terms and conditions and having a like aggregate nominal amount in authorised denominations. If this Note is surrendered for transfer, it shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar and executed by the registered holder in person or Indexed Payment Riderby the holder's attorney duly authorised in writing. No service charge will be imposed for any such transfers and exchanges, as applicablebut the Issuer may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge in connection therewith. The Issuer, attached hereto (referred to collectively the Agent, the Registrar, the Transfer Agent and any other Paying Agent may treat the holder in whose name this Note is registered as the “Pricing Supplement”)absolute owner hereof for all purposes, whether or not this Note is overdue, and none of the Issuer, the Registrar, the Transfer Agent or any other Paying Agent shall be affected by notice to the contrary. All payments to or on the order of the registered holder of this Note are valid and effectual to discharge the liability of the Issuer and the Registrar, the Transfer Agent and any other Paying Agent hereon to the extent of the sum or sums paid. Interest payable, and punctually paid or duly provided for, on any Interest Payment Date and the principal payable on the Maturity Date will be paid to the person in whose name this Note (or one or more predecessor Notes) as adjusted in accordance with Schedules 1 and 2 heretois registered at 5:00 p.m., Toronto, Canada time, on the Stated Maturity Date14 specified above 15th calendar day (except to the extent redeemed whether or repaid not such day is a business day in Toronto, Canada) prior to such Interest Payment Date or the Stated Maturity Date), and to pay interest thereon as the case may be (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as each such day a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Regular Record Date”). In the event a series of Notes is reopened, Any such interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extensionprincipal, as the case may be, not so punctually paid or duly provided for will be paid to the person in whose name this Note (or one or more predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest or principal to be fixed by the Registrar, notice whereof shall be given to the registered holder hereof not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner. The Registrar shall not be required to register any transfer or exchange of this Note during the period from any Regular Record Date to the corresponding Interest Payment Date or Maturity Date or from the close of business on the 15th calendar day (whether or not such day is a business day in Toronto, Canada) preceding the date of early redemption (the “Redemption Record Date”) to the date of early redemption (the “Redemption Date”). Neither the Issuer nor the Registrar shall be required to make any exchange of Notes if as a result thereof, the Issuer may incur adverse tax or other similar consequences under the laws or regulations of any jurisdiction in effect at the time of the exchange. For the purposes only of the Interest Act (Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest which is equivalent to the Fixed Rate of Interest per annum, computed on the basis of a year of 360 days consisting of 12 months of 30 days each, for any period of less than one year may be calculated by multiplying the Fixed Rate of Interest by a fraction of which: (a) the numerator is the product of (i) the actual number of days in a year commencing on and including the first day of such period or periods for which and ending on but not including the Maturity may be extended, changes corresponding day in the interest rate, if any, next calendar year and requirements for notice.(ii) the sum of (y) the product of 30 and the number of complete months elapsed in such period and (z) the number of days elapsed in any incomplete month in such period treating all calendar months as having 30 days; and
Appears in 1 contract
Samples: Note Agency Agreement
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of aggregate principal Remaining principal Confirmation of amount of this amount of this Global purchase and Date of Global Note Note following such cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Global Note SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal amount of this Global Note exchanged for Definitive Notes or purchased and cancelled Remaining Principal Notes represented Amount aggregate principal amount of this Global Notation made by or by a Permanent Note following such purchase and cancellation Confirmation of purchase and cancellation by or on behalf of the Issuer [The following form will be attached to the Temporary Global Note] Annex B Exchanges Date Principal amount exchanged for Permanent Global Note(s) Remaining aggregate principal amount following such exchange Notation made on behalf of Exchange the Issuer [The following forms of certification (or such other form as shall customarily be used) will be attached to the Temporary Global Note.] EXHIBIT I [insert certificate to be given in relation to exchanges of this Temporary Global Note exchange11 Issuer 11 for the Permanent Global Note—See most recent entry Exhibit I (Anlage I) to German language form of Global Note] EXHIBIT II [insert certificate to be given in Part relation to payments of interest falling due before the Exchange Date—See Exhibit II (Anlage II, ) to German language form of Global Note] EXHIBIT III or IV [insert account holder’s certification referred to in the preceding certificates—See Exhibit III (Anlage III) to German language form of Schedule 1 or Global Note] Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement Calculation Agent Appointment Letter [FORM OF PERMANENT BEARER GLOBAL NOTEOn letterhead of Linde plc] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN Date] [Name of Calculation Agent] [Address] [insert title of relevant Series of Notes] Series No.: Principal Amount[•] / ISIN: [$•] / Common Code [•] / WKN [•] issued pursuant to the EUR 10,000,000,000 Debt Issuance Programme of Linde plc dated 4 May 2023 Dear Sir or Madam, We refer to the Agency Agreement dated 4 May 2023 entered into with respect to the above Debt Issuance Programme (such agreement, as modified or amended from time to time, the “Agency Agreement”) between Linde plc and Deutsche Bank Aktiengesellschaft, as fiscal agent [and certain other financial institutions named therein]_______ BANK OF AMERICA, N.A. [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Notea copy of which has been supplied to you by us. Expressions defined in the Agency Agreement shall have the same meanings when used herein. [See attached RiderIf a third party is appointed for one Series of Notes only, insert: We hereby appoint you as Calculation Agent at your Specified Office detailed in the Confirmation as our agent in relation to [specify relevant Series of Notes] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A., a national banking association organized under the laws “Notes”) upon the terms of the United States Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [If a third party is appointed for more than one Series of Notes, insert: We hereby appoint you as Calculation Agent at your Specified Office detailed in the Confirmation set out below as our agent in relation to each Series of Notes with respect to which you are named as Calculation Agent in the relevant Final Terms upon the terms of the Agency Agreement and (herein called in relation to each such Series of Notes) in the “Issuer,” which term includes any successor corporation)Conditions and all matters incidental thereto.] We hereby agree that, for value receivednotwithstanding the provisions of the Agency Agreement or the Conditions, hereby promises to pay to the bearer hereof the principal amount specified above (or if this Note is designated your appointment as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated Calculation Agent may only be revoked in accordance with the provisions set forth terms and conditions thereof, if you have been negligent in the Pricing Supplement exercise of your obligations thereunder or Indexed Payment Riderhave failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter is governed by, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted and construed in accordance with Schedules 1 with, German law and 2 hereto, on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option Clause 21 and 22 of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached Agency Agreement shall apply to this Note to provide for additional terms relating to such renewal or extension, letter as the case may be, including the period or periods for which the Maturity may be extended, changes if set out herein in the interest rate, if any, and requirements for notice.full. Yours faithfully Linde plc
Appears in 1 contract
Samples: Fiscal Agency Agreement (Linde PLC)
PURCHASES AND CANCELLATIONS. Part Date of principal purchase and cancellation Number of Warrants represented by this Global Warrant purchased and cancelled Remaining principal number of Warrants represented by this Global Warrant following such purchase and cancellation1 Confirmation of amount of this amount of this Global purchase and Date of Global Note Note following such cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 1 See most recent entry in Part II, III I or IV II of Schedule 1 or in Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Permanent Global Note Warrant SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note Warrant for Definitive Notes or Notes represented by a Permanent Global Note Warrants have been made: Principal amount Date of this Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global exchange Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order 8 to determine this amount. Exhibit C to Supplement to Global Amended and Restated Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [DEFINITIVE WARRANT THIS NOTE WARRANT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE WARRANT NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE WARRANT MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S REGULATIONS UNDER THE SECURITIES ACT, UNLESS . THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE WARRANT MAY NOT BE OFFERED, SOLD, LEGALLY OR DELIVERED WITHIN BENEFICIALLY OWNED AT ANY TIME BY ANY U.S. PERSON. THE UNITED STATES OR ITS POSSESSIONS OR RIGHTS ATTACHING TO ANY CITIZEN, NATIONAL OR RESIDENT OF THIS DEFINITIVE WARRANT ARE AS SPECIFIED IN THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AGENCY AGREEMENT (AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONSDEFINED HEREIN). THIS NOTE WARRANT IS NOT A SAVINGS ACCOUNT OR A DEPOSIT DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER B OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD ISSUANCE B.V. WARRANTS [Expiration Date] Series No. [ ] Tranche No. [ ] WARRANTS COMMON CODE: ISIN: This Warrant is one of a duly authorized issue of Warrants (the “Warrant”) of B of A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: Principal Amount: [$]_______ BANK OF AMERICA, N.A. [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note. [See attached Rider] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A.Issuance B.V., a national banking association organized private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the United States The Netherlands with its corporate seat in Amsterdam, The Netherlands (herein called the “Issuer”). References herein to the General Instrument Conditions shall be to the Terms and Conditions of the Instruments endorsed herein as modified and supplemented by the information set out in the Final Terms and which are incorporated herein by reference, but in the event of any conflict between the provisions of the General Instrument Conditions and the information set out in the Final Terms, the Final Terms will prevail. This Warrant is issued subject to, and with the benefit of, the General Instrument Conditions and an Amended and Restated Agency Agreement (the “Agency Agreement,” which term includes any successor corporationexpression shall be construed as a reference to that agreement as the same may be amended or supplemented from time to time) dated as of [•] 2008 and made among B of A Issuance B.V., as Issuer, Bank of America Corporation (the “Guarantor”), for The Bank of New York Mellon (the “Agent”), The Bank of New York (Luxembourg) S.A., and the other agents named therein. For value received, hereby the Issuer, subject to the exercise of this Definitive Warrant pursuant to an Exercise Notice as set out in Schedule 18 to the Agency Agreement and in accordance with the General Instrument Conditions, promises to pay to the bearer hereof on the principal amount specified above (or if this Note is designated as an Indexed Note aboveSettlement Date, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement amount payable or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extensiondeliverable, as the case may be, including on exercise of such Warrants then represented by this Definitive Warrant, and to pay such amount or to deliver any Physical Delivery Amount (if any) on the period or periods for which the Maturity may be extended, changes Warrants from time to time represented by this Definitive Warrant calculated and payable as provided in the interest rateGeneral Instrument Conditions together with any other sums payable under the General Instrument Conditions. Payment hereunder is guaranteed by the Guarantor, as set forth in the Senior Guarantee Agreement executed by the Guarantor on January 16, 2007. The number of the Warrants represented by this Definitive Warrant shall be the number stated in the applicable Final Terms or, if anylower, the number most recently envisaged by or on behalf of the Issuer, in the relevant column in Schedule 1 hereto. On any exercise of any of the Warrants represented by this Definitive Warrant, the Issuer shall procure that details of such exercise shall be entered in the relevant column in Schedule 1 hereto recording any such exercise and shall be signed by or on behalf of the Issuer. Upon any such exercise the number of such Warrants represented by this Definitive Warrant shall be reduced by the number of the Warrants so exercised. This Warrant shall be governed by, and requirements construed in accordance with, the laws of the State of New York, United States of America, without regard to principles of conflicts of laws. This Warrant shall not become valid or obligatory for noticeany purpose until the certificate of authentication hereon shall have been duly signed by or on behalf of the Agent acting in accordance with the Agency Agreement.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Part Date of principal purchase and cancellation Number of Certificates represented by this Global Certificate purchased and cancelled Remaining principal number of Certificates represented by this Global Certificate following such purchase and cancellation1 Confirmation of amount of this amount of this Global purchase and Date of Global Note Note following such cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 10 1 See most recent entry in Part II, II or III or IV of Schedule 1 or in Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Global Note Certificate SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES CERTIFICATES OR PERMANENT GLOBAL NOTE CERTIFICATE The following exchanges of a part of this Global Note Certificate for Definitive Notes Certificates or Notes Certificates represented by a Permanent Global Note Certificate have been made: Principal amount Date of exchange Number of Certificates represented by this Global Note Certificate exchanged for Definitive Notes Certificates or Certificates represented by a Permanent Global Certificate Remaining Principal Notes number of Certificates represented Amount of by this Global Certificate following such exchange1 Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 1 See most recent entry in Part II, II or III or IV of Schedule 1 or in Schedule 2 in order to determine this amount. Exhibit C Schedule 5 to Supplement to Global Amended and Restated Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [CERTIFICATE THIS NOTE CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE CERTIFICATE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE CERTIFICATE MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS . THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT CERTIFICATE MAY NOT BE LEGALLY OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 BENEFICIALLY OWNED AT ANY TIME BY ANY U.S. PERSON. THIS NOTE CERTIFICATE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE CERTIFICATE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL NOTE BEARER CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [BY ACCEPTING THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN OBLIGATION, THE HOLDER REPRESENTS AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN ACCREDITED INVESTOR EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS PURCHASING SUCH INTEREST NOT ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT ON BEHALF OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN No.: Principal Amount: [$]_______ BANK OF AMERICA, N.A. [INSERT NAME OF SERIES OR DESIGNATION A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE NOTESINTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1 1 [This language is applicable only to Permanent Global Certificates representing Certificates with maturities of 183 days or less from the date of original issue.] B OF A ISSUANCE B.V. CERTIFICATES PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13CERTIFICATE COMMON CODE: SPECIFIED CURRENCYISIN: o o o This Note Global Certificate is an Extendible Note. [See attached Rider] This Note is an Extension a Permanent Global Certificate in bearer form without interest coupons in respect of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other a duly authorized Series of Certificates (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICA, N.A.the “Certificates”) of B of A Issuance B.V., a national banking association organized private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the United States The Netherlands with its corporate seat in Amsterdam, The Netherlands (herein called the “Issuer”) described, and having the provisions specified, in the applicable Final Terms (the “Final Terms”), which provisions are incorporated herein. References herein to the General Instrument Conditions shall be to the Terms and Conditions of the Instruments as set out in Schedule 12-2, including any applicable Product Annex as set out in Schedule 12-3, to the Agency Agreement (as defined below) as modified and supplemented by the information set out in the Final Terms and which are incorporated herein by reference, but in the event of any conflict between the provisions of those Schedules and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the General Instrument Conditions and/or the Final Terms shall bear the same meaning when used herein. This Global Certificate is issued subject to, and with the benefit of, the General Instrument Conditions and an Amended and Restated Agency Agreement (the “Agency Agreement,” which term includes any successor corporationexpression shall be construed as a reference to that agreement as the same may be amended or supplemented from time to time) dated as of [•] and made among B of A Issuance B.V., as Issuer, Bank of America Corporation (the “Guarantor”), for The Bank of New York Mellon (the “Agent”), The Bank of New York (Luxembourg) S.A., and the other agents named therein. For value received, hereby the Issuer, subject to and in accordance with the General Instrument Conditions, promises to pay to the bearer hereof on the principal amount specified above (or if this Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 heretoSettlement Date, on the Stated Maturity Date14 specified above (except to the extent redeemed any Interest Payment Date or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Delivery Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including or on such earlier date as any of the period Certificates represented by this Global Certificate may become due and payable in accordance with the General Instrument Conditions, the amount payable or periods for deliverable, as the case may be, on redemption of such Certificates then represented by this Global Certificate becoming so due and payable, and to pay interest (if any) or to deliver any Physical Delivery Amount (if any) on the Certificates from time to time represented by this Global Certificate calculated and payable as provided in the General Instrument Conditions together with other sums payable under the General Instrument Conditions, upon presentation and following the delivery of a certificate settlement notice as provided in the Agency Agreement, and, at final settlement, surrender of this Global Certificate to or to the order of the Agent, or any of the other paying agents located outside the United States and its possessions (except as provided in the General Instrument Conditions) from time to time appointed by the Issuer in respect of the Certificates, but in each case subject to the requirements as to certification provided herein. Payment hereunder is guaranteed by the Guarantor, as set forth in the Senior Guarantee Agreement executed by the Guarantor on January 16, 2007. The Notional Amount of the Certificates represented by this Global Certificate shall be the amount stated in the applicable Final Terms or, if lower, the Notional Amount most recently envisaged by or on behalf of the Issuer, in the relevant column in Part II or III of Schedule 1 or in Schedule 2. On any settlement or purchase and cancellation of, any of the Certificates represented by this Global Certificate, the Issuer shall procure that details of such settlement, payment, delivery or purchase and cancellation (as the case may be) shall be entered in the relevant column in Part II or III of Schedule 1 or in Schedule 2 hereto recording any such settlement, payment, delivery or purchase and cancellation (as the case may be) and shall be signed by or on behalf of the Issuer. Upon any such settlement or purchase and cancellation, the number of such Certificates represented by this Global Certificate shall be reduced by the number of Certificates so redeemed or purchased and cancelled. The Certificates represented by this Global Certificate were represented originally by one or more Temporary Global Certificates (each Tranche of Certificates comprised in the Series of Certificates to which this Global Certificate relates having been represented originally by one Temporary Global Certificate). Unless any such Temporary Global Certificate was exchanged in whole on the Maturity issue hereof, an interest in such Temporary Global Certificate may be extendedfurther exchanged, changes on the terms and conditions set out therein, for an interest in this Global Certificate. The Issuer shall procure that details of such exchange shall be entered in Schedule 2 hereto to reflect the increase in the interest rateaggregate Notional Amount of this Global Certificate due to each such exchange, if anywhereupon the Notional Amount hereof shall be increased for all purposes by the Notional Amount so exchanged and endorsed. In certain circumstances further certificates may be issued which are intended on issue to be consolidated and form a single Series with the Certificates. In such circumstances the Issuer shall procure that details of such further certificates shall be entered in the relevant column in Part II or III of Schedule 1 or in Schedule 2 hereto recording such exchange and shall be signed by or on behalf of the Issuer, whereupon the Notional Amount of the Certificates represented by this Global Certificate shall be increased by the Notional Amount of any such Temporary Global Certificate so exchanged. This Global Certificate may be exchanged for security-printed Definitive Certificates, under the circumstances and in accordance with the General Instrument Conditions, and requirements (if applicable) Coupons in the form set out in Schedules 6 or 9, respectively, to the Agency Agreement (on the basis that all the appropriate details have been included on the face of such Definitive Certificates and (if applicable) Coupons and the Final Terms have been incorporated on such Definitive Certificates). Subject as aforesaid and to at least 60 calendar days’ written notice expiring after the Exchange Date (as defined in the Temporary Global Certificate referred to above) being given to the Agent by Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), acting on the instructions of any Holder of an interest in the Global Certificate, this exchange will be made upon presentation of this Global Certificate by the bearer hereof on any day (other than a Saturday or Sunday) on which banks are open for noticebusiness in London at the office of the Agent specified above. The aggregate Notional Amount of Definitive Certificates issued upon an exchange of this Global Certificate will be equal to the aggregate Notional Amount of this Global Certificate submitted by the bearer hereof for exchange (to the extent that such amount does not exceed the aggregate Notional Amount of this Global Certificate most recently entered in the relevant column in Part II or III of Schedule 1 or in Schedule 2 hereto). On an exchange of the whole of this Global Certificate, this Global Certificate shall be surrendered to the Agent. Until the exchange of the whole of this Global Certificate as aforesaid, the bearer hereof in all respects shall be entitled to the same benefits as if such bearer were the bearer of Definitive Certificates and (if applicable) Coupons in the form set out in Schedules 6 or 9, respectively, to the Agency Agreement (on the basis that all appropriate details have been included on the face of such Definitive Certificates and (if applicable) Coupons and the Final Terms have been incorporated on such Definitive Certificates). Notwithstanding any provision to the contrary contained in this Permanent Global Certificate, the Holder of this Permanent Global Certificate shall be the only person entitled to receive payments in respect to the Certificates represented by this Permanent Global Certificate and the Issuer will be discharged by payment to, or to the order of, the Holder of this Permanent Global Certificate in respect of each amount so paid. Any failure to make the entries referred to in above shall not affect such discharge. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular amount of Certificates represented by this Permanent Global Certificate must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the Holder of this Permanent Global Certificate. No person other than the Holder of this Permanent Global Certificate shall have any claim against the Issuer in respect of any payments or deliveries due on this Permanent Global Certificate. This Permanent Global Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to principles of conflicts of laws. This Permanent Global Certificate shall not become valid or obligatory for any purpose until the certificate of authentication hereon shall have been duly signed by or on behalf of the Agent acting in accordance with the Agency Agreement.
Appears in 1 contract
PURCHASES AND CANCELLATIONS. Date of purchase and cancellation Part of principal Remaining principal Confirmation of amount of this amount of this Global purchase Note purchased and Date cancelled Remaining principal amount of this Global Note Note following such purchase and cancellation8 Confirmation of purchase and cancellation by or purchase and purchased and purchase and on behalf of the cancellation cancelled cancellation10 Issuer 8 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Bearer Temporary Global Note9 SCHEDULE OF EXCHANGES FOR DEFINITIVE NOTES OR BEARER PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Bearer Definitive Notes or Bearer Notes represented by a Bearer Permanent Global Note have been made: Date of exchange Principal amount of this Global Note exchanged for Bearer Definitive Notes or Notes represented by a Permanent Global Note Remaining principal amount of this Global Note following such exchange10 Notation made by or on behalf of the Issuer 9 Schedule 2 should only be completed where the applicable Final Terms indicates that this Global Note is intended to be a Classic Global Note. 10 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Schedule 2 to the Temporary Global Note SCHEDULE Agency Agreement FORM OF EXCHANGES FOR DEFINITIVE NOTES OR BEARER PERMANENT GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Global Note have been made: Principal amount of this Global Note exchanged for Definitive Notes or Remaining Principal Notes represented Amount of this Global Notation made by or by a Permanent Note following such on behalf of the Date of Exchange Global Note exchange11 Issuer 11 See most recent entry in Part II, III or IV of Schedule 1 or Schedule 2 in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 AVAILABLE. THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF THE ISSUER AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS GLOBAL BEARER NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. [BY ACCEPTING THIS NOTE IS SOLD IN MINIMUM DENOMINATIONS AS NOTED HEREIN OBLIGATION, THE HOLDER REPRESENTS AND IN THE PRICING SUPPLEMENT OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND EACH PURCHASER OF A BENEFICIAL INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN ACCREDITED INVESTOR EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER) AND THAT IT IS PURCHASING SUCH INTEREST NOT ACTING FOR ITS OWN ACCOUNT OR FOR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE ACCOUNT OF ANOTHER ACCREDITED INVESTOR. Common Code: ISIN NoINTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]1] 1 [This language is applicable only to Bearer Permanent Global Notes representing Notes with maturities of 183 days or less from the date of original issue.: Principal Amount: [$]_______ ] BANK OF AMERICA, N.A. [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] AMERICA CORPORATION EURO MEDIUM-TERM NOTES BEARER PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13COMMON CODE: SPECIFIED CURRENCYISIN: o o o This Global Note is an Extendible Notea Permanent Global Note in bearer form without interest coupons in respect of a duly authorized Series of Euro Medium-Term Notes (the “Notes”) of Bank of America Corporation (the “Issuer”) described, and having the provisions specified, in the applicable Final Terms (the “Final Terms”), which provisions are incorporated herein. [See attached Rider] References herein to the Terms and Conditions shall be to the Terms and Conditions of the Notes as set out in Schedules 6-1 and 6-2 to the Agency Agreement (as defined below) as modified and supplemented by the information set out in the Final Terms and which are incorporated herein by reference, but in the event of any conflict between the provisions of those Schedules and the information set out in the Final Terms, the Final Terms will prevail. Words and expressions defined or set out in the Terms and Conditions and/or the Final Terms shall bear the same meaning when used herein. This Global Note is issued subject to, and with the benefit of, the Terms and Conditions and an Extension Amended and Restated Agency Agreement (the “Agency Agreement,” which expression shall be construed as a reference to that agreement as the same may be amended, restated and/or supplemented from time to time) dated as of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICAJuly 22, 2010, and made among Bank of America Corporation, Bank of America, N.A., a national banking association organized under the laws of the United States London Branch (herein called the “Issuer,” which term includes any successor corporationPrincipal Agent”), for and Xxxxxxx Xxxxx International Bank Limited (the “Transfer Agent” and “Registrar” in respect of Registered Notes). For value received, hereby the Issuer, subject to and in accordance with the Terms and Conditions, promises to pay to the bearer hereof on each Installment Date the principal amount specified above payable on such Installment Date in respect of the Notes represented by this Global Note (or if the Notes represented by this Global Note is designated as an Indexed Note above, are Installment Notes) and on the Principal Repayment Amount and/or the Supplemental Payment Amount calculated in accordance with the provisions set forth in the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 heretoMaturity Date, on the Stated Maturity Date14 specified above (except to the extent redeemed Interest Payment Date or repaid prior to the Stated Maturity Date), and to pay interest thereon (i) in accordance with the provisions set forth on the reverse hereof in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance with the provisions set forth on the reverse hereof under the 13 The form provides that interest, if any, will accrue from the Original Issue Delivery Date. In the event a series of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, in the event a series of Notes is reopened, the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified date. If the Maturity of Notes of a series may be extended at the option of the holder, or if the Issuer may elect the extension of Maturity of the Notes of a series, the form, as used, will be modified by the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including or on such earlier date as any of the period Notes represented by this Global Note may become due and payable in accordance with the Terms and Conditions, the amount payable or periods for which deliverable, as the Maturity case may be extendedbe, changes on redemption of such Notes then represented by this Global Note becoming so due and payable, and to pay interest (if any) or to deliver any Entitlement (if any) on the Notes from time to time represented by this Global Note calculated and payable as provided in the Terms and Conditions together with any other sums payable under the Terms and Conditions, upon presentation and following the delivery of an Asset Transfer Notice (in the case of Physical Delivery Notes) as provided in the Agency Agreement, and, at maturity, surrender of this Global Note to or to the order of the Principal Agent or any of the other paying agents located outside the United States and its possessions (except as provided in the Terms and Conditions) from time to time appointed by the Issuer in respect of the Notes, but in each case subject to the requirements as to certification provided herein. If the applicable Final Terms indicate that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of both Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg” and, together with Euroclear, the “Relevant Clearing Systems”). The records of the Relevant Clearing Systems (which expression in this Global Note means the records that each Relevant Clearing System holds for its customers which reflect the amount of such customer’s interest ratein the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, for these purposes, a statement issued by a Relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Notes represented by this Global Note at any time shall be conclusive evidence of the records of the Relevant Clearing System at that time. If the applicable Final Terms indicate that this Global Note is intended to be a Classic Global Note, the nominal amount of the Notes represented by this Global Note shall be the amount stated in the applicable Final Terms or, if anylower, the nominal amount most recently envisaged by or on behalf of the Issuer, in the relevant column in Part II, III or IV of Schedule 1 or in Schedule 2. On any redemption, payment of an Installment Amount, delivery or purchase and requirements for notice.cancellation of, any of the Notes represented by this Global Note, the Issuer shall procure that:
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PURCHASES AND CANCELLATIONS. Date made Part of principal Remaining principal Confirmation of amount of this nominal amount of this Global purchase Note purchased and Date cancelled Remaining nominal amount of this Global Note Note following such cancellation by or purchase and purchased and cancellation* Confirmation of purchase and cancellation on behalf of the cancellation cancelled cancellation10 Issuer 10 * See the most recent entry in Part II2, III 3 or IV 4 of Schedule 1 One or in Schedule 2 Two in order to determine this amount. Schedule 2 to the Temporary Global Note SCHEDULE OF TWO TO THE TEMPORARY GLOBAL NOTE EXCHANGES FOR DEFINITIVE NOTES OR PERMANENT BEARER GLOBAL NOTE The following exchanges of a part of this Global Note for Definitive Notes or Notes represented by a Permanent Bearer Global Note have been made: Principal Date made Nominal amount of this Global Note exchanged for Definitive Notes or a Permanent Bearer Global Note Remaining Principal Notes represented Amount nominal amount of this Global Notation made by or by a Permanent Note following such exchange* Notation made on behalf of the Date of Exchange Global Note exchange11 Issuer 11 * See the most recent entry in Part II2, III 3 or IV 4 of Schedule 1 One or in Schedule 2 Two in order to determine this amount. Exhibit C to Supplement to Global Agency Agreement [PART 1B OF SCHEDULE 6 FORM OF PERMANENT BEARER GLOBAL NOTE] BANK OF AMERICA, N.A. PERMANENT GLOBAL BANK NOTE [THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.]12 THIS NOTE MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE UNITED STATES TREASURY REGULATIONS. THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. IF THIS NOTE IS A SENIOR NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF BANK OF AMERICA, N.A. THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL 12 Modify legend, as appropriate, for any bank notes in bearer form offered under exemptions other than Regulation S. OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF BANK OF AMERICA, N.A., EXCEPT OBLIGATIONS, INCLUDING DEPOSIT LIABILITIES, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. IF THIS NOTE IS A SUBORDINATED NOTE, AS INDICATED ON THE FACE HEREOF, THIS NOTE A DIRECT, UNCONDITIONAL AND UNSECURED OBLIGATION OF BANK OF AMERICA, N.A., IS SUBORDINATED TO CLAIMS OF GENERAL CREDITORS AND OF DEPOSITORS, AND IS NOT ELIGIBLE AS COLLATERAL FOR A LOAN BY BANK OF AMERICA, N.A. THIS NOTE IS NOT AN OBLIGATION OF OR GUARANTEED BY BANK OF AMERICA CORPORATION OR ANY OTHER BANKING OR NONBANKING AFFILIATE OF BANK OF AMERICA, N.A. NEITHER THE HOLDER NOR THE BENEFICIAL OWNER OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS HEREOF. (NGN) [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. CODE.]6 [BY ACCEPTING THIS NOTE OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS SOLD NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN MINIMUM DENOMINATIONS AS NOTED HEREIN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND IN THE PRICING SUPPLEMENT REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR INDEXED PAYMENT RIDER ATTACHED HERETO AND CANNOT BE EXCHANGED FOR NOTES IN SMALLER DENOMINATIONS. EACH OWNER ON BEHALF OF A BENEFICIAL INTEREST UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).]7 THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF A PRINCIPAL AMOUNT OF THIS NOTE EQUAL TO THE MINIMUM AUTHORIZED DENOMINATION AT ALL TIMES. THIS NOTE IS OFFERED AND SOLD ONLY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (THE SECURITIES ACT) AND MAY NOT, AS AMENDEDUNDER THE SECURITIES ACT, AND EACH PURCHASER OF A BENEFICIAL INTEREST BE OFFERED, SOLD, OR DELIVERED IN THIS NOTE WILL BE DEEMED THE UNITED STATES OR TO HAVE REPRESENTED AND WARRANTED TO BANK OF AMERICA, N.A. THAT IT IS AN ACCREDITED INVESTOR AND THAT IT IS PURCHASING SUCH INTEREST FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT BENEFIT OF ANOTHER ACCREDITED INVESTORANY U.S. PERSON UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF. Common Code[If the Note is a Bank Senior Note: ISIN NoTHIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND UNSUBORDINATED GENERAL OBLIGATION OF WACHOVIA BANK, NATIONAL ASSOCIATION (THE “BANK”). THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND UNSUBORDINATED OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DOMESTIC (U.S.) DEPOSITS, THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE LAW. THIS NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY.] [If the Note is a Corporation Subordinated Note: Principal AmountTHE OBLIGATION EVIDENCED BY THIS NOTE IS AN OBLIGATION OF WACHOVIA CORPORATION (THE “CORPORATION”) AND IS SUBORDINATED TO THE CLAIMS OF GENERAL CREDITORS OF THE CORPORATION AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY.] [If the Note is a Bank Subordinated Note: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN OBLIGATION OF WACHOVIA BANK, NATIONAL ASSOCIATION (THE “BANK”) AND IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE BANK AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY.] 6 This legend can be deleted if the Notes have an initial maturity of 183 days or less. 7 This legend should be inserted if the Notes have an initial maturity of 183 days or less, and should otherwise be deleted. THIS NOTE IS A REGULATION S TEMPORARY BEARER GLOBAL NOTE. INTERESTS IN THIS REGULATION S TEMPORARY BEARER GLOBAL NOTE MAY NOT BE OFFERED OR SOLD TO A U.S. PERSON PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD (SET FORTH HEREIN) EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES. [$]_______ BANK OF AMERICAWACHOVIA CORPORATION/WACHOVIA BANK, NATIONAL ASSOCIATION]8 TEMPORARY GLOBAL NOTE This Global Note is a Temporary Global Note in respect of a duly authorised issue of Notes (the Notes) of [WACHOVIA CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION]9 (the Issuer) described, and having the provisions specified, in Part A of the attached Final Terms (the Final Terms). References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes as set out in Schedule 2 to the Agency Agreement (as defined below) as modified and supplemented by the information set out in the Final Terms, but in the event of any conflict between the provisions of (a) that Schedule or (b) this Global Note and the information set out in the Final Terms, the Final Terms will prevail. Notwithstanding anything herein or therein to the contrary, the accuracy of the information set forth in the Final Terms, the Terms and Conditions or the Offering Circular shall not be a term of the Notes and no remedy or recourse will be available against the Issuer under the Notes in the event of any inaccuracy in respect of such information. Words and expressions defined or set out in the Conditions and/or the Final Terms shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement, which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 21 July 2006 and made among the Issuer, Citibank, N.A. [INSERT NAME OF SERIES OR DESIGNATION OF THE NOTES] PERMANENT GLOBAL BANK NOTE ORIGINAL ISSUE DATE13: SPECIFIED CURRENCY: o o o This Note is an Extendible Note(the Issuing and Principal Paying Agent) and the other agents named in it. [See attached Rider] This Note is an Extension of Maturity Note. [See attached Rider] This Note is an Amortizing Note. o U.S. Dollars o Other (specify): o FIXED RATE NOTE o FLOATING RATE NOTE o INDEXED NOTE [See attached Rider] o FLOATING RATE/FIXED RATE NOTE o SENIOR NOTE o SUBORDINATED NOTE BANK OF AMERICAFor value received the Issuer, N.A.subject to and in accordance with the Conditions, a national banking association organized under the laws of the United States (herein called the “Issuer,” which term includes any successor corporation), for value received, hereby promises to pay to the bearer hereof of this Global Note on each Instalment Date (if the principal amount specified above Notes are repayable in instalments) and on the Maturity Date (if any) and/or on such earlier date(s) as all or if any of the Notes represented by this Global Note is designated as an Indexed Note above, the Principal Repayment Amount and/or the Supplemental Payment Amount calculated may become due and repayable in accordance with the provisions set forth Conditions, the amount payable under the Conditions in respect of the Pricing Supplement or Indexed Payment Rider, as applicable, attached hereto (referred to collectively as the “Pricing Supplement”)) as adjusted in accordance with Schedules 1 and 2 hereto, Notes on the Stated Maturity Date14 specified above (except to the extent redeemed or repaid prior to the Stated Maturity Date), each such date and to pay interest thereon (iif any) in accordance with the provisions set forth on the reverse hereof nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in Section 2(a), if this Note is designated as a “Fixed Rate Note” above, (ii) in accordance the Conditions together with the provisions set forth on the reverse hereof any other sums payable under the 13 The form provides that interestConditions, if anyupon presentation and, will accrue from at maturity, surrender of this Global Note to, or to the Original Issue Date. In order of, the event a series Issuing and Principal Paying Agent or any of Notes is reopened, interest will accrue from the Original Issue Date for all tranches of Notes of that series. However, other paying agents located outside the United States (except as provided in the event a series Conditions) from time to time appointed by the Issuer in respect of Notes is reopenedthe Notes, but in each case subject to the authentication date for each tranche of Notes will be the date that tranche of Notes is settled, which may be different from the Original Issue Date. 14 This form provides for Notes that will mature only on a specified daterequirements as to certification provided below. If the Maturity applicable Final Terms indicate that this Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Global Note shall be the aggregate amount from time to time entered in the records of a series may be extended at both Euroclear Bank S.A/N.V and Clearstream Banking, société anonyme (together, the option relevant Clearing Systems). The records of the holderrelevant Clearing Systems 8 Amend as appropriate. 9 Amend as appropriate. (which expression in this Global Note means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by this Global Note and, or if for these purposes, a statement issued by a relevant Clearing System which statement shall be made available to the Issuer may elect bearer upon request stating the extension nominal amount of Maturity Notes represented by this Global Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that time. If the applicable Final Terms indicate that this Global Note is not intended to be a New Global Note, the nominal amount of the Notes of a seriesrepresented by this Global Note shall be the amount stated in the applicable Final Terms or, if lower, the form, as used, will be modified nominal amount most recently entered by or on behalf of the applicable Rider attached to this Note to provide for additional terms relating to such renewal or extension, as the case may be, including the period or periods for which the Maturity may be extended, changes Issuer in the relevant column in Part 2, 3 or 4 of Schedule One or in Schedule Two. On any redemption or payment of an instalment or interest ratebeing made in respect of, if anyor purchase and cancellation of, and requirements for notice.any of the Notes represented by this Global Note the Issuer shall:
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