JULY 30, 1997
BANK OF MONTREAL - BANQUE DE MONTREAL
AND
THE TRUST COMPANY OF BANK OF MONTREAL -
SOCIETE DE FIDUCIE BANQUE DE MONTREAL
TRUSTEE
SIXTH SUPPLEMENTAL
INDENTURE
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TABLE OF CONTENTS
ARTICLE 1
SECTION 1.1 PART OF ORIGINAL TRUST INDENTURE. 4
ARTICLE 2
SECTION 2.1 AMENDMENTS. 4
ARTICLE 3
SECTION 3.1 ISSUANCE OF SERIES A MTNS. 4
ARTICLE 4
SECTION 4.1 EXECUTION AND DELIVERY OF MEDIUM-TERM NOTES. 5
ARTICLE 5
SECTION 5.1 DEFINITIONS. 6
SECTION 5.2 BOOK ENTRY CERTIFICATE. 7
SECTION 5.3 NOTICE TO CLEARING AGENCY. 7
SECTION 5.4 DEFINITIVE CERTIFICATES. 8
ARTICLE 6
SECTION 6.1 ACCEPTANCE OF TRUST. 8
SECTION 6.2 COUNTERPARTS AND FORMAL DATE. 8
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THIS SIXTH SUPPLEMENTAL INDENTURE made as of July 30, 1997.
BETWEEN
BANK OF MONTREAL - BANQUE DE MONTREAL, a
Canadian chartered bank
(hereinafter called the "Bank"),
OF THE FIRST PART,
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THE TRUST COMPANY OF BANK OF MONTREAL -
SOCIETE DE FIDUCIE BANQUE DE MONTREAL, a trust
company incorporated under the laws of Canada
(hereinafter designated the "Trustee"),
OF THE SECOND PART
WHEREAS under an indenture made as of December 14, 1995 between the Bank
and the Trustee (the "Original Trust Indenture") the creation and issue of
subordinated indebtedness (defined therein as Debentures) from time to time
without limitation as to principal amount was provided for;
AND WHEREAS by the Original Trust Indenture and indentures supplemental
thereto the Bank has issued five series of Debentures;
AND WHEREAS pursuant to the provisions of the Original Trust Indenture and,
in particular, Section 2.7 thereof, the directors of the Bank have authorized
the creation and issue of additional Debentures thereunder;
AND WHEREAS the directors of the Bank have authorized the creation and
issue of additional subordinated indebtedness, in the form of medium-term notes,
pursuant to the provisions of the Original Trust Indenture, upon the terms set
forth in this Sixth Supplemental Indenture;
AND WHEREAS the definition of Debentures in the Original Trust Indenture
has been clarified in this Sixth Supplemental Indenture to include medium-term
notes of the Bank;
AND WHEREAS all things necessary have been done and performed to authorize
the execution of this Sixth Supplemental Indenture, to make the same effective
and binding upon the Bank and to make the medium-term notes when certified by
the Trustee and issued as provided in this Sixth Supplemental Indenture valid,
binding and legal obligations of the Bank with the benefits and subject to the
terms of the Original Trust Indenture as heretofore amended in this Sixth
Supplemental Indenture.
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NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and
declared as follows:
ARTICLE 1
INTERPRETATION
SECTION 1.1 PART OF ORIGINAL TRUST INDENTURE.
The Original Trust Indenture is part of this Sixth Supplemental Indenture and by
this reference is incorporated herein with the same effect as though at length
set forth herein; and in this Sixth Supplemental Indenture, unless there is
something in the subject matter or context inconsistent therewith, the
expressions herein contained shall have the same meaning as corresponding
expressions in the Original Trust Indenture. The holders of the Series A Notes
(as defined below) shall be entitled to the same rights and benefits under the
Original Trust Indenture as any other holder of the Debentures, except as such
rights and benefits are specifically supplemented or amended hereby.
ARTICLE 2
AMENDMENT OF ORIGINAL TRUST INDENTURE
SECTION 2.1 AMENDMENTS.
The Original Trust Indenture is hereby amended as follows:
(a) Section 1.1 of the Original Trust Indenture is hereby amended by
changing the definition of "Debentures" to read as follows:
""Debentures" means any Debenture, including Medium-Term Notes,
created, issued and executed by the Bank and certified and delivered
by the Trustee from time to time pursuant to the Trust Indenture and
any additional Debentures, including Medium-Term Notes, created under
an instrument supplemental to the Trust Indenture including interim
Debentures, definitive Debentures, coupon Debentures, fully registered
Debentures, registered Debentures and unregistered Debentures;"
(b) Section 1.1 of the Original Trust Indenture is hereby amended by
adding the following definition:
""Medium-Term Notes" means all unsecured Medium-Term notes of the Bank
issued and certified and from time to time outstanding hereunder;"
ARTICLE 3
SERIES A MEDIUM-TERM NOTES
SECTION 3.1 ISSUANCE OF SERIES A MTNS.
A series of Debentures, designated as the "Notes", unlimited as to aggregate
principal amount, is authorized for immediate issue hereunder. The Notes shall
consist of all Medium-Term Notes issued pursuant to the Bank's short form
prospectus dated July 16, 1997, as supplemented by a prospectus supplement dated
July 16, 1997 (the "Prospectus Supplement"), as amended or supplemented from
time to time. The Series A Notes shall have the following terms and
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conditions in addition to those specified in the Original Trust Indenture unless
otherwise amended herein:
(a) Date and Interest. Each Note shall be dated as of the date of issue
and shall bear interest, if any, from the time of issue at the rate
(either fixed or floating) determined by the Bank at the time of
issue. Interest, if any, shall be payable on the dates determined by
the Bank at the time of issue.
(b) Maturity. Each Note shall mature on the date determined by the Bank at
the time of issue, which date shall not be less than one year from the
date of issue.
(c) Currency. Each Note shall be issued and payable in such currency as is
determined by the Bank at the time of issue.
(d) Denominations. Notes shall be issued in denominations of $1,000 or
more in Canadian currency or the equivalent thereof in other
currencies at the time of issue or in such other denomination
determined by the Bank at the time of issue.
(e) Form. Each Note shall, at the option of the Bank, be issued in fully
registered form as a Book Entry Note or as a Certificated Note (in
each case, as defined in the Prospectus Supplement) and in either
case: (i) shall specify the applicable date of issue, rate of interest
(including, in the case of a floating rate Note, the applicable
interest rate basis or bases), date or dates on which interest shall
be payable, maturity date, currency in which the Note is to be issued
and in which interest, premium (if any) and principal shall be paid,
and denomination; (ii) specify such other provisions as are to govern
the Note, provided that they shall be among those provisions set out
in the Prospectus Supplement; and (iii) be substantially in the form
set out in Schedule I attached hereto in the case of a fixed rate Note
or in the form of Schedule II attached hereto in the case of a
floating rate Note, in all cases with such appropriate additions and
variations as shall be required and as are consistent with the
provisions set out in the Prospectus Supplement and shall bear such
distinguishing letters and numbers as the Trustee shall approve, or in
such other form or forms as may, from time to time, be approved by the
Bank.
ARTICLE 4
DELIVERY OF MEDIUM-TERM NOTES
SECTION 4.1 EXECUTION AND DELIVERY OF MEDIUM-TERM NOTES.
(a) For purposes of this Article 4, "Bank Order" shall mean a written
order signed in the name of the Bank by the Chairman and Chief
Executive Officer or the President and Chief Operating Officer, each
of them individually, or by any two of the Executive Vice-President
and Chief Financial Officer, the Executive Vice-President and
Treasurer, the Executive Vice-President and Deputy Treasurer and the
Senior Vice-President, Finance, and delivered to the Trustee.
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(b) At any time and from time to time after the execution of this Sixth
Supplemental Indenture and after delivery by the Bank to the Trustee
of the documentation stipulated in Subsection 2.7(3) of the Original
Trust Indenture, the Bank may execute and deliver to the Trustee for
certification Medium-Term Notes, and the Trustee shall thereupon
certify and deliver said Medium-Term Notes as directed by a Bank
Order.
(c) The Bank Order referred to in (b) above shall set forth with respect
to each Medium-Term Note to be certified and delivered by the Trustee,
inter alia:
(i) the applicable rate of interest (including, in the case of a
floating rate Note, the applicable interest rate basis or bases);
(ii) its principal amount;
(iii) its issue price;
(iv) its original issue date;
(v) its stated maturity date;
(vi) if it is redeemable at the option of the Bank, the redemption
date;
(vii) its interest payment date or dates;
(viii) if it is a fixed rate Note, its rate of interest;
(ix) if it is a floating rate Note, its initial interest rate, its
interest reset date or dates, its interest reset period and
interest payment period, its spread (if any), its spread
multiplier (if any), its maximum interest rate (if any), and its
minimum interest rate (if any); and
(x) whether it is to be issued in fully registered form or in book
entry only form.
ARTICLE 5
BOOK ENTRY SYSTEM
SECTION 5.1 DEFINITIONS.
For the purposes of this Article 5:
(a) "Beneficial Holder" means a person who holds a beneficial interest in
Book Entry Only Notes as shown on the books of the Depositary or a
Depositary Participant;
(b) "Book Entry Only Notes" means Medium-Term Notes issued in book entry
only form;
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(c) "Depositary" means Canadian Depository for Securities Limited and
includes any successor corporation or any other depositary
subsequently appointed by the Bank as the depositary in respect of the
Book Entry Only Notes; and
(d) "Depositary Participant" means a broker, dealer, bank, other financial
institution or other person for whom, from time to time, a Depositary
effects book entry for the Book Entry Only Notes deposited with the
Depositary.
SECTION 5.2 BOOK ENTRY CERTIFICATE.
If the Bank elects to issue Medium-Term Notes in book entry only form, it shall
request that the Trustee register such Book Entry Only Notes in the name of the
Depositary or its nominee in such denominations as the Bank may specify. A
certificate or certificates representing such Book Entry Only Notes will be held
by the Depositary. No Beneficial Holder will receive a definitive, fully
registered certificate (a "Definitive Certificate") representing such Beneficial
Holder's interest in the Book Entry Only Notes, except as provided in Section
5.4 hereof. Unless and until Definitive Certificates have been issued to the
Beneficial Holders pursuant to Section 5.4 hereof:
(a) The Bank and the Trustee may deal with the Depositary for all purposes
(including the making of distributions on the Book Entry Only Notes to
the Depositary) as the sole holder of the Book Entry Only Notes and
the authorized representative of the Beneficial Holders.
(b) The rights of the Beneficial Holders shall be exercised only through
the Depositary and shall be limited to those established by law and
agreements between such Beneficial Holders and the Depositary or the
Depositary Participants.
(c) The Depositary will make book entry transfers among the Depositary
Participants and receive and transmit distributions of principal and
interest on the Book Entry Only Notes to such Depositary Participants.
(d) Whenever the Original Trust Indenture or this Sixth Supplemental
Indenture requires or permits actions to be taken based upon
instructions or directions of the holders of Debentures evidencing a
specified percentage of the outstanding Debentures, the Depositary
shall be deemed to be counted in that percentage only to the extent
that it has received instructions to such effect from the Beneficial
Holders or the Depositary Participants and has delivered such
instructions to the Trustee.
SECTION 5.3 NOTICE TO CLEARING AGENCY.
Whenever a notice or other communication is required to be provided to the
holders of Medium-Term Notes, unless and until Definitive Certificates have been
issued to Beneficial Holders pursuant to Section 5.4 hereof, the Trustee shall
provide all such notices and communications to the Depositary.
SECTION 5.4 DEFINITIVE CERTIFICATES.
If:
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(a) the Bank advises the Trustee that the Depositary is no longer willing
or able to discharge its responsibilities as depositary with respect
to the Book Entry Only Notes;
(b) the Bank advises the Trustee that the Depositary has ceased to be a
clearing agency or otherwise ceased to be eligible to be a depositary
and the Bank and the Trustee are unable to locate a qualified
successor;
(c) the Bank, in its sole discretion, determines that the Book Entry Notes
shall be exchangeable for Certificated Notes; or
(d) there shall have occurred and be continuing an Event of Default under
the Original Trust Indenture with respect to the Notes;
the Trustee shall so notify the Depositary and request that the Depositary
notify all Beneficial Holders of the occurrence of any such event and of the
availability to Beneficial Holders of Definitive Certificates. Upon the
surrender by the Depositary to the Trustee of the certificate or certificates
representing the Book Entry Only Notes, the Bank shall execute and deliver and
the Trustee shall certify, issue and deliver through the Depositary Definitive
Certificates in accordance with the instructions of the Beneficial Holders. None
of the Bank or the Trustee shall be liable for any delay in delivery of such
instructions. Upon the issuance of Definitive Certificates, the Trustee shall
recognize the holders of Definitive Certificates as holders of Medium-Term
Notes.
ARTICLE 6
EXECUTION
SECTION 6.1 ACCEPTANCE OF TRUST.
The Trustee hereby accepts the trusts in this Sixth Supplemental Indenture
declared and provided for and agrees to perform the same upon the terms and
conditions and subject to the provisions herein and in the Original Trust
Indenture set forth.
SECTION 6.2 COUNTERPARTS AND FORMAL DATE.
This Sixth Supplemental Indenture may be executed in several counterparts, each
of which so executed shall be deemed to be original, and such counterparts
together shall constitute one and the same instrument and notwithstanding their
date of execution shall be deemed to bear date as of July 30, 1997.
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IN WITNESS WHEREOF the parties hereto executed these presents under the
hands of their proper officers in that behalf.
BANK OF MONTREAL - BANQUE DE MONTREAL
By: "Xxxxx Xxxxxxx, Vice-President, Finance"
THE TRUST COMPANY OF BANK OF MONTREAL - SOCIETE DE FIDUCIE BANQUE DE MONTREAL
By: "Xxxxxx X. Xxxxx, Manager, Indenture Trust"
And: "Xxxx Xxxxx, Vice President"
SCHEDULE I
REGISTERED
BANK OF MONTREAL
(a Canadian chartered bank)
MEDIUM-TERM NOTE
(Fixed Rate Note)
No. CFX ___________ CUSIP No. ___________
PRINCIPAL AMOUNT: DENOMINATIONS (if other than Cdn. dollars or
Cdn. dollar denominations of Cdn. $1,000):
ORIGINAL ISSUE DATE: SPECIFIED CURRENCY:
Canadian Dollars:
[ ] Yes
[ ] No
Foreign Currency:
Exchange Rate Agent:
STATED MATURITY DATE: INTEREST RATE:
INTEREST PAYMENT DATE(S) PAYMENTS OF PRINCIPAL AND ANY
(if other than May 31 and November 30): PREMIUM AND INTEREST:
[ ] Canadian Dollars
[ ] Specified Currency
RECORD DATE(S)
(if other than May 16 and November 15 is): INITIAL REDEMPTION DATE:
INITIAL REDEMPTION PERCENTAGE: ANNUAL REDEMPTION PERCENTAGE REDUCTION:
DAY COUNT CONVENTION:
[ ] Actual/360 for the period
from __________ to __________
[ ] Actual/Actual for the period
from __________ to __________
[ ] Other
OTHER PROVISIONS: ADDENDUM ATTACHED:
[ ] Yes
[ ] No
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BANK OF MONTREAL, a Canadian chartered bank (the "Bank"), for value
received, hereby promises to pay to CDS & Co., or registered assigns, the
principal sum of ________ (the "Principal Amount") on the Stated Maturity Date
specified above (except to the extent redeemed or repaid prior to the Stated
Maturity Date), and to pay interest thereon at the Interest Rate per annum
specified above, until but excluding the date on which the principal hereof is
paid or duly made available for payment. Reference herein to "this Note",
"hereof, "herein" and comparable terms shall include an Addendum hereto if an
Addendum is specified above.
The Bank will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
prior date on which the principal, or an installment of principal, of this Note
becomes due or payable, whether by the declaration of acceleration or otherwise
(the Stated Maturity Date or such prior date, as the case may be, is herein
referred to as the "Maturity Date"); provided, however, that if the Original
Issue Date falls between a Record Date (as defined below) and the related
Interest Payment Date or on an Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Original Issue Date.
Unless otherwise specified above, the "Record Date" with respect to any Interest
Payment Date shall be the fifteenth calendar day (whether or not a Business Day
(as defined below)) immediately preceding such Interest Payment Date. Interest
on this Note will accrue from and including the immediately preceding Interest
Payment Date in respect of which interest has been paid or duly made available
for payment or, if no interest has been paid, from and including the Original
Issue Date specified above, to but excluding such Interest Payment Date or the
Maturity Date, as the case may be. If any Interest Payment Date or the Maturity
Date falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and/or interest will be made on the next succeeding
Business Day as if made on the date such payment was due, and no interest shall
accrue on such payment for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be, to the date of such payment on the
next succeeding Business Day. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will as provided in the Indenture
be paid to the Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on the Record Date for such Interest
Payment Date. Interest payable at the Maturity Date will be payable to the
Person to whom the principal hereof shall be payable.
Unless otherwise specified above, payments of principal of, and
premium, if any, and interest on, this Note will be made to the Holder hereof in
Canadian dollars regardless of the Specified Currency shown above unless the
Holder hereof makes the election described below. If the Specified Currency
shown above is other than Canadian dollars, the Exchange Rate Agent specified
above or a successor thereto (the "Exchange Rate Agent") will convert all
payments in respect hereof into Canadian dollars in the manner described herein;
provided, however, that the Holder hereof may, if so indicated above, elect to
receive payment of principal of and premium, if any, and/or interest on such
Note in the Specified Currency by submitting a written request for such payment
to the Trustee at its principal office in the City of Toronto on or prior to the
applicable Record Date or at least 15 calendar days prior to the Maturity Date,
as the case may be. Such written request may be mailed or hand delivered or sent
by cable, telex or other form of facsimile transmission. The Holder hereof may
elect to receive payment in such Specified Currency for all such principal,
premium, if any, and interest payments and need not file a separate election for
each payment. The election will remain in effect until revoked by written notice
to the Trustee, but written notice of any such revocation must be received by
the Trustee on or prior to the applicable Record Date or at least 15 calendar
days prior to the Maturity Date,
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as the case may be. Notwithstanding the foregoing, if the applicable Specified
Currency is not available for the payment of principal, premium, if any, or
interest with respect to this Note due to the imposition of exchange controls or
other circumstances beyond the control of the Bank, the Bank will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
Canadian or United States dollars, at the Bank's option, on the basis of the
Market Exchange Rate or Canadian Market Exchange Rate, as applicable, on the
second Business Day prior to such payment or, if such Market Exchange Rate or
Canadian Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate or Canadian Market Exchange Rate or as
otherwise specified above or in an Addendum hereto. With respect to payments
made in United States dollars, the Market Exchange Rate for a Specified Currency
other than United States dollars means the noon dollar buying rate in The City
of New York for cable transfers in such Specified Currency as certified for
customs purposes by (or if not so certified, as otherwise determined by) the
Federal Reserve Bank of New York. With respect to payments made in Canadian
dollars, the "Canadian Market Exchange Rate" for a Specified Currency other than
Canadian dollars means the noon dollar buying rate announced by the Bank of
Canada for such Specified Currency.
If the payment of principal or any premium or interest in respect of
this Note is required to be made in any currency unit, and such currency unit is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Bank's control, then the Bank will be entitled, but not required, to
make any payments in respect of this Note in Canadian or United States dollars,
at the Bank's option, until such currency unit is again available. The amount of
each payment in Canadian or United States dollars shall be computed on the basis
of the equivalent of the currency unit in Canadian or United States dollars, as
applicable, which shall be determined by the Bank or its agent on the following
basis. The component currencies of the currency unit for this purpose
(collectively, the "Component Currencies" and each, a "Component Currency")
shall be the currency amounts that were components of the currency unit as of
the last day on which the currency unit was used. The equivalent of the currency
unit in Canadian or United States dollars shall be calculated by aggregating the
Canadian or United States dollar equivalents of the Component Currencies. The
Canadian or United States dollar equivalent of each of the Component Currencies
shall be determined by the Bank or such agent on the basis of the most recently
available Market Exchange Rate or Canadian Market Exchange Rate for each such
Component Currency, as applicable, or as otherwise specified on the face hereof
or in an Addendum hereto.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
Any payment made in Canadian dollars under the circumstances set forth
above where the required payment is in United States dollars, or any payment
made under such circumstances in Canadian or United States dollars where the
required payment is in a specified
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currency other than Canadian or United States dollars, will not constitute a
payment default hereunder or under the Indenture.
Unless otherwise provided above or in an Addendum hereto, if the
Specified Currency is other than United States dollars and the Holder hereof has
not elected to receive payment in such Specified Currency as described above,
the amount of any United States dollar payment to be made in respect hereof will
be determined by the Exchange Rate Agent based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent at approximately 11:00
A.M., New York City time, on the second Business Day preceding the applicable
payment date from three recognized foreign exchange dealers (one of whom may be
the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the
Bank for the purchase by the quoting dealer of the Specified Currency for United
States dollars for settlement on such payment date in the aggregate amount of
the Specified Currency payable to all Holders of Notes denominated in such
Specified Currency scheduled to receive United States dollar payments and at
which the applicable dealer commits to execute a contract. If three such bid
quotations are not available, payments will be made in such Specified Currency.
Unless otherwise provided above, all currency exchange costs will be borne by
the Holder of the Note by deductions from such payments.
All determinations referred to above made by the Bank or its agent
(including the Exchange Rate Agent) shall be at its sole discretion and shall,
in the absence of manifest error, be conclusive and for all purposes binding on
the Holder hereof.
If the registered owner of this Note is The Canadian Depository for
Securities (the "Depository") or a nominee of the Depository, payment of
principal of (and premium, if any) and interest on this Note will be made to the
Depository or a nominee of the Depository, in accordance with arrangements then
in effect between the Trustee and the Depository.
If the registered owner of this Note is not the Depository or a
nominee of the Depository, payment of the principal of, premium, if any, and
interest on this Note will be made at the office or agency of the Bank
maintained by the Bank for such purpose in Toronto, Ontario; provided, however,
that at the option of the Bank, payment of interest (other than at the Maturity
Date) may be made by check mailed to the address of the Holder entitled thereto
as such address shall appear in the Note Register of the Bank.
This Note is one of a duly authorized series of Notes (hereinafter
called the "Notes") of the Bank issued and to be issued under an Indenture,
dated as of the 14th day of December, 1995 and indentures supplemental thereto,
including the sixth supplemental indenture thereto dated as of July 30, 1997,
(herein called the "Indenture") between the Bank and The Trust Company of Bank
of Montreal, as trustee, (herein called the "Trustee" which term includes any
successor trustee under the Indenture with respect to the series of which this
Note is a part), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of
the Bank, the Trustee and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. The Notes are unsecured general
obligations of the Bank constituting subordinated indebtedness for the purposes
of the Bank Act (Canada) and will rank pari passu with all other unsecured and
subordinated indebtedness of the Bank from time to time outstanding. This Note
is one of the series of Notes designated above, to be issued from time to time
at an aggregate initial offering price of up to $3,000,000,000 which amount may
be increased if duly authorized by the Bank.
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The terms of this Note may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment and
otherwise.
Unless otherwise provided above or in an Addendum hereto, this Note is
not subject to any sinking fund.
If so provided above, this Note may be redeemed by the Bank, subject
where applicable to the approval of the Superintendent of Financial Institutions
(Canada) (the "Superintendent"), prior to the Stated Maturity Date on any date
on and after the Initial Redemption Date, if any, specified above. If no Initial
Redemption Date is set forth above, this Note may not be redeemed prior to the
Stated Maturity Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at the option of the Bank at any time in whole or from time
to time in part in increments of $1,000 or the minimum denomination specified in
an Addendum hereto (provided that any remaining principal amount hereof shall be
at least $1,000 or such minimum denomination) at the applicable Redemption Price
(as defined below) on notice given not more than 60 nor less than 30 calendar
days prior to the date of redemption and in accordance with the provisions of
the Indenture. In the event of redemption of this Note in part only, a new Note
for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof. If less than all of the Notes with like tenor
and terms are to be redeemed, the Notes to be redeemed shall be selected by the
Trustee on a pro-rata basis or by such other method as the Trustee shall deem
fair and appropriate.
The "Redemption Price" means an amount equal to the sum of (i) the
"Initial Redemption Percentage" specified above (as adjusted by the Annual
Redemption Percentage Reduction specified above, if applicable) multiplied by
the unpaid principal amount or the portion to be redeemed plus (ii) accrued
interest to the date of redemption. The applicable Initial Redemption
Percentage, if any, shall decline at each anniversary of the Initial Redemption
Date by an amount equal to the applicable Annual Redemption Percentage
Reduction, if any, until the Redemption Price is equal to 100% of the unpaid
principal amount thereof or the portion thereof to be redeemed.
Interest payments for this Note shall be computed and paid on the
basis of (i) a 360-day year of twelve 30-day months if the Day Count Convention
specified above is "30/360" for the period specified thereunder, (ii) the actual
number of days in the related month and a 360-day year if the Day Count
Convention specified above is "Actual/360" for the period specified thereunder
or (iii) the actual number of days in the related year and month if the Day
Count Convention specified above is "Actual/Actual" for the period specified
thereunder.
For the purpose only of disclosure required by the Interest Act
(Canada) and without affecting the interest payable on this Note, the yearly
rate of interest which is equivalent to the rate of interest payable on this
Note where the Day Count Convention is other than "Actual/Actual" is the rate of
interest stated above multiplied by the number of days in the year and divided
by 360.
"Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or executive order to close in the City of Toronto or New
York; provided, however, that if the Specified Currency shown above is other
than Canadian or United States dollars, requiring the payment of this Note to be
made in a Specified Currency other than Canadian or United States dollars, such
day is also not a day on which banking institutions are authorized or required
by
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law or executive order to close in the principal financial center of the country
of such Specified Currency (or, in the case of the euro, is not a day on which
the Trans-European Automated Real-Time Gross Settlement Express Transfer
("TARGET") is closed or otherwise generally regarded in the euro interbank
market as a day on which payments in euros shall not be made).
Any provisions contained herein with respect to the calculation of the
interest rate applicable to this Note, its Interest Payment Dates, the Maturity
Date or any other matter relating hereto may be modified as specified in an
Addendum relating hereto if so specified above.
The Bank may at any time purchase Notes at any price or prices in the
open market or otherwise. Notes so purchased by the Bank may be held or resold
or, at the discretion of the Bank, may be surrendered to the Trustee for
cancellation.
If so specified above or in an Addendum hereto, the registered Holder
of this Note may, but only upon notice from the Bank, subject where applicable
to the prior approval of the Superintendent, convert all but not less than all
of such holder's Notes into an equal aggregate principal amount of a new series
of Notes issued by the Bank. If given, such notice from the bank shall be given
not less than 30 days nor more than 60 days prior to the date of conversion and
in accordance with the provisions of the Indenture.
If this Note is designated above as an Amortizing Note, as an Indexed
Note or as an Extendible Note certain additional provisions with respect to this
Note will be specified above or in an Addendum hereto.
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of all the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture provides that modifications and alterations of the
Indenture and of Debentures (as defined in the Indenture and including the
Notes) issued thereunder may be made if authorized by extraordinary resolution.
The term "extraordinary resolution" is defined in the Indenture to mean, in
effect, a resolution passed by the affirmative vote of the holders of not less
than 66 2/3% in principal amount of the Debentures affected by such
modifications or alteration represented and voted at a meeting of such
Debentures then outstanding. If any modification or alteration affects the
rights of the holders of any series of Debentures in a manner substantially
different from that in which it affects the holders of other series, such
extraordinary resolution must, in addition, be approved in a similar manner by
the holders of the series of Debentures so affected. The Indenture provides that
the quorum for meeting of the holders of Debentures issued thereunder at which
an extraordinary resolution will be considered shall be holders representing
more than 25% in principal amount of the then outstanding Debentures, provided
that there are no quorum requirements at any adjourned meetings.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Bank, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate herein described.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the security
register of the Bank, upon surrender of this Note for registration of transfer
at the office or agency of the Bank in the City of Toronto, duly endorsed or
accompanied by a written instrument of transfer, in form satisfactory to the
-7-
Bank and the security registrar duly executed by, the Holder hereof or by its
attorney duly authorized in writing, and thereupon one or more new Notes of this
series of authorized denominations and for the same aggregate principal amount
and tenor, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of like tenor as requested by the Holder hereof.
Unless otherwise specified above or in an Addendum hereto, if the
registered owner of this Note is the Depository or nominee of the Depository,
this Note is exchangeable for Notes in certificated form ("Certificated Notes")
of like tenor and terms and of differing authorized denominations aggregating a
like amount, only if (i) the Depository notifies the Bank that it is unwilling
or unable to continue as Depository for this Note, (ii) the Depository ceases to
be a clearing agency or otherwise ceases to be eligible to be a Depository and
the bank and the Trustee are unable to locate a qualified successor (iii) the
Bank, in its sole discretion, determines that this Note shall be exchangeable
for Certificated Notes or (iv) there shall have occurred and be continuing an
Event of Default under the Indenture with respect to the Notes. Upon any such
exchange, the Certificated Notes shall be registered in the names of the
beneficial owners of this Note as provided by the Depositary's relevant
participants.
No service charge will be made by the Bank or the Trustee for any such
registration of transfer or exchange of this Note, but the Bank may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
If the registered owner of this Note is the Depository or a nominee of
the Depository, then upon the occurrence of any event resulting in the exchange
of this Note for Notes in definitive registered form, the Holder hereof shall
surrender this Note to the Trustee for cancellation whereupon, in accordance
with the Indenture, the Bank will execute and the Trustee will authenticate and
deliver Notes of this series of like tenor in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of this Note in exchange for this Note.
Prior to due presentment of this Note for registration of transfer,
the Bank, the Trustee and any agent of the Bank or the Trustee may treat the
Holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Bank, the Trustee
nor any such agent shall be affected by notice to the contrary.
This Note shall be governed by and construed in accordance with the
laws of the Province of Ontario.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
-8-
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
Dated: BANK OF MONTREAL
-----------------------------
[CORPORATE SEAL] By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated and referred to in the
within-mentioned Indenture.
THE TRUST COMPANY OF BANK OF MONTREAL,
as Trustee
By:
---------------------------------
Authorized Signature
-9-
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto _________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL CODE OF ASSIGNEE)
____________________________________________________________________________ the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________________________
attorney to transfer said Note on the books of the Bank with full power of
substitution in the premises.
Dated:
----------------------------- ----------------------------------------
NOTICE: THE SIGNATURE OF THE REGISTERED
HOLDER TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE WITHIN INSTRUMENT IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.
-10-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above
list.
SCHEDULE II
REGISTERED
BANK OF MONTREAL
(a Canadian chartered bank)
MEDIUM-TERM NOTE
(Floating Rate Note)
No. CFLR ____________ CUSIP No. ____________
PRINCIPAL AMOUNT: DENOMINATIONS (if other than Cdn. dollars
or Cdn. dollar denominations of Cdn.$l,000):
ORIGINAL ISSUE DATE: STATED MATURITY DATE:
INTEREST PAYMENT PERIOD: INTEREST PAYMENT DATE:
INTEREST RATE BASIS: RECORD DATE(S):
INITIAL INTEREST RATE: INTEREST RESET DATE(S):
INTEREST RESET PERIOD: INTEREST DETERMINATION DATE(S):
INITIAL REDEMPTION DATE: INITIAL REDEMPTION PERCENTAGE:
ANNUAL REDEMPTION PERCENTAGE REDUCTION: OPTIONAL REPAYMENT DATE(S):
SPREAD (PLUS OR MINUS): SPREAD MULTIPLIER:
INTEREST CALCULATION: PAYMENT OF PRINCIPAL AND ANY
[ ] REGULAR FLOATING RATE PREMIUM AND INTEREST:
[ ] FIXED RATE/FLOATING RATE [ ] CANADIAN DOLLARS
[ ] SPECIFIED CURRENCY
Fixed Interest Rate:
Floating Rate Commencement Date:
[ ] FLOATING RATE/FIXED RATE
Fixed Rate Commencement Date:
Fixed Interest Rate:
[ ] INVERSE FLOATING RATE NOTE
Fixed Rate:
Interest Rate Basis:
SPECIFIED CURRENCY: DESIGNATED LIBOR PAGE
Canadian Dollars: [ ] LIBOR TELERATE
[ ] Yes [ ] LIBOR REUTERS
[ ] No
Foreign Currency:
Exchange Rate Agent:
DESIGNATED CMT TELERATE PAGE: DESIGNATED CMT MATURITY INDEX:
[ ] Telerate Page 7055
[ ] Telerate Page 7052
INDEX MATURITY: INDEX CURRENCY:
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE:
CALCULATION DATE: CALCULATION AGENT:
DAY COUNT CONVENTION:
[ ] Actual/360 for the period
from _____ to _____
[ ] Actual/Actual for the period
from _____ to _____
[ ] Other
OTHER PROVISIONS: ADDENDUM ATTACHED:
[ ] Yes
[ ] No
-2-
BANK OF MONTREAL, a Canadian chartered bank (the "Bank"), for value
received, hereby promises to pay to CDS & Co., or registered assigns, the
principal sum of __________(the "Principal Amount") on the Stated Maturity Date
specified above (except to the extent redeemed or repaid prior to the Stated
Maturity Date), and to pay interest thereon, at a rate per annum equal to the
Initial Interest Rate specified above until the first Interest Reset Date
specified above and thereafter at a rate per annum determined in accordance with
the provisions hereof and any Addendum relating hereto depending upon the
Interest Rate Basis or Bases, if any, and such other terms specified above,
until but excluding the date on which the principal hereof is paid or duly made
available for payment. Reference herein to "this Note", "hereof "herein" and
comparable terms shall include an Addendum hereto if an Addendum is specified
above.
The Bank will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
prior date on which the principal, or an installment of principal, of this Note
becomes due or payable, whether by the declaration of acceleration or otherwise
(the Stated Maturity Date or such prior date, as the case may be, is herein
referred to as the "Maturity Date"); provided, however, that if the Original
Issue Date falls between a Record Date (as defined below) and the related
Interest Payment Date or on an Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Original Issue Date.
Unless otherwise specified above, the "Record Date" with respect to any Interest
Payment Date shall be the fifteenth calendar day (whether or not a Business Day
(as defined below)) immediately preceding such Interest Payment Date. Interest
on this Note will accrue from and including the immediately preceding Interest
Payment Date in respect of which interest has been paid or duly made available
for payment or, if no interest has been paid, from and including the Original
Issue Date specified above, to but excluding such Interest Payment Date or the
Maturity Date, as the case may be. If any Interest Payment Date or the Maturity
Date falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and/or interest will be made on the next succeeding
Business Day as if made on the date such payment was due, and no interest shall
accrue on such payment for the period from and after such Interest Payment Date
or the Maturity Date, as the case may be, to the date of such payment on the
next succeeding Business Day. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will as provided in the Indenture
be paid to the Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on the Record Date for such Interest
Payment Date. Interest payable at the Maturity Date will be payable to the
Person to whom the principal hereof shall be payable.
Unless otherwise specified above, payments of principal of, and
premium, if any, and interest on, this Note will be made to the Holder hereof in
Canadian dollars regardless of the Specified Currency shown above unless the
Holder hereof makes the election described below. If the Specified Currency
shown above is other than Canadian dollars, the Exchange Rate Agent specified
above or a successor thereto (the "Exchange Rate Agent") will convert all
payments in respect hereof into Canadian dollars in the manner described herein;
provided, however, that the Holder hereof may, if so indicated above, elect to
receive payment of principal of and premium, if any, and/or interest on such
Note in the Specified Currency by submitting a written request for such payment
to the Trustee at its principal office in the City of Toronto on or prior to the
-3-
applicable Regular Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be. Such written request may be mailed or hand
delivered or sent by cable, telex or other form of facsimile transmission. The
Holder hereof may elect to receive payment in such Specified Currency for all
such principal, premium, if any, and interest payments and need not file a
separate election for each payment. The election will remain in effect until
revoked by written notice to the Trustee, but written notice of any such
revocation must be received by the Trustee on or prior to the applicable Record
Date or at least 15 calendar days prior to the Maturity Date, as the case may
be. Notwithstanding the foregoing, if the applicable Specified Currency is not
available for the payment of principal, premium, if any, or interest with
respect to this Note due to the imposition of exchange controls or other
circumstances beyond the control of the Bank, the Bank will be entitled to
satisfy its obligations to the Holder of this Note by making such payment in
Canadian or United States dollars, at the Bank's option, on the basis of the
Market Exchange Rate or Canadian Market Exchange Rate, as applicable, on the
second Business Day prior to such payment or, if such Market Exchange Rate or
Canadian Market Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate or Canadian Market Exchange Rate or as
otherwise specified above or in an Addendum hereto. With respect to payment made
in United States dollars, "Market Exchange Rate" for a Specified Currency other
than United States dollars means the noon dollar buying rate in The City of New
York for cable transfers in such Specified Currency as certified for customs
purposes by (or if not so certified, as otherwise determined by) the Federal
Reserve Bank of New York. With respect to payments made in Canadian dollars, the
"Canadian Market Exchange Rate" for a Specified Currency other than Canadian
dollars means the noon dollar buying rate announced by the Bank of Canada for
such Specified Currency.
If the payment of principal or any premium or interest in respect of
this Note is required to be made in any currency unit, and such currency unit is
unavailable due to the imposition of exchange controls or other circumstances
beyond the Bank's control, then the Bank will be entitled, but not required, to
make any payments in respect of this Note in Canadian or United States dollars,
at the Bank's option, until such currency unit is again available. The amount of
each payment in Canadian or United States dollars shall be computed on the basis
of the equivalent of the currency unit in Canadian or United States dollars,
which shall be determined by the Bank or its agent on the following basis. The
component currencies of the currency unit for this purpose (collectively, the
"Component Currencies" and each, a "Component Currency") shall be the currency
amounts that were components of the currency unit as of the last day on which
the currency unit was used. The equivalent of the currency unit in Canadian or
United States dollars shall calculated by aggregating the Canadian or United
States dollar equivalents of the Component Currencies. The Canadian or United
States dollar equivalent of each of the Component Currencies shall be determined
by the Bank or such agent on the basis of the most recently available Market
Exchange Rate for each such Component Currency, or as otherwise specified above
or in an Addendum hereto.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be divided or multiplied in the same proportion. If two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
-4-
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
Any payment made in Canadian dollars under the circumstances set forth
above where the required payment is in United States dollars, and any payment
made under such circumstances in Canadian or United States dollars where the
required payment is in a specified currency other than Canadian or United States
dollars, will not constitute a payment default hereunder or under the Indenture.
Unless otherwise provided above or in an Addendum hereto, if the
Specified Currency is other than United States dollars and the Holder hereof has
not elected to receive payment in such Specified Currency as described above,
the amount of any United States dollar payment to be made in respect hereof will
be determined by the Exchange Rate Agent based on the highest bid quotation in
The City of New York received by the Exchange Rate Agent at approximately 11:00
A.M., New York City time, on the second Business Day preceding the applicable
payment date from three recognized foreign exchange dealers (one of whom may be
the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the
Bank for the purchase by the quoting dealer of the Specified Currency for United
States dollars for settlement on such payment date in the aggregate amount of
the Specified Currency payable to all Holders of Notes denominated in such
Specified Currency scheduled to receive United States dollar payments and at
which the applicable dealer commits to execute a contract. If three such bid
quotations are not available, payments will be made in such Specified Currency.
Unless otherwise provided above, all currency exchange costs will be borne by
the Holder of the Note by deductions from such payments.
All determinations referred to above made by the Bank or its agent
(including the Exchange Rate Agent) shall be at its sole discretion and shall,
in the absence of manifest error, be conclusive and for all purposes binding on
the Holder hereof.
If the registered owner of this Note is The Canadian Depository for
Securities Limited (the "Depositary") or a nominee of the Depositary, payment of
principal of (and premium, if any) and interest on this Note will be made to the
Depositary or a nominee of the Depositary, in accordance with arrangements then
in effect between the Trustee and the Depositary.
If the registered owner of this Note is not the Depositary or a
nominee of the Depositary, payment of the principal of, premium, if any, and
interest on this Note will be made at the office or agency of the Bank
maintained by the Bank for such purpose in Toronto, Ontario; provided, however,
that at the option of the Bank, payment of interest (other than at the Maturity
Date) may be made by cheque mailed to the address of the Holder entitled thereto
as such address shall appear in the Note Register of the Bank.
This Note is one of a duly authorized series of Notes (hereinafter
called the "Notes") of the Bank issued and to be issued under an Indenture,
dated as of the 14th day of December 1995 and indentures supplemental thereto,
including the sixth supplemental indenture thereto dated as of July 30, 1997,
(herein called the "Indenture"), between the Bank and The
-5-
Trust Company of Bank of Montreal, as trustee, (herein called the "Trustee",
which term includes any successor trustee under the Indenture with respect to
the series of which this Note is a part) to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights thereunder of the Bank, the Trustee and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered. The Notes are
unsecured general obligations of the Bank constituting subordinated indebtedness
for the purposes of the Bank Act (Canada) and will rank pari passu with all
other unsecured and subordinated indebtedness of the Bank from time to time
outstanding. This Note is one of the series of Notes designated above, to be
issued from time to time at an aggregate initial offering price of up to
$3,000,000,000, which amount may be increased if duly authorized by the Bank.
The terms of this Note may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment and
otherwise.
Unless otherwise provided above or in an Addendum hereto, this Note is
not subject to any sinking fund.
If so provided above, this Note may be redeemed by the Bank, subject
where applicable to the approval of the Superintendent of Financial Institution
(Canada) (the "Superintendent"), prior to the Stated Maturity Date on any date
on and after the Initial Redemption Date, if any, specified above. If no Initial
Redemption Date is set forth above, this Note may not be redeemed prior to the
Stated Maturity Date. On and after the Initial Redemption Date, if any, this
Note may be redeemed at the option of the Bank at any time in whole or from time
to time in part in increments of $1,000 or the minimum denomination specified in
an Addendum hereto (provided that any remaining principal amount hereof shall be
at least $1,000 or such minimum denomination) at the applicable Redemption Price
(as defined below) on notice given not more than 60 nor less than 30 calendar
days prior to the date of redemption and in accordance with the provisions of
the Indenture. In the event of redemption of this Note, in part only, a new Note
for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof. If less than all of the Notes with like tenor
and terms are to be redeemed, the Notes to be redeemed shall be selected by the
Trustee on a pro-rata basis or by such other method as the Trustee shall deem
fair and appropriate.
The "Redemption Price" means an amount equal to the sum of (i) the
Initial Redemption Percentage specified above (as adjusted by the Annual
Redemption Percentage Reduction specified above, if applicable) multiplied by
the unpaid principal amount or the portion to be redeemed plus (ii) accrued
interest to the date of redemption. The applicable Initial Redemption
Percentage, if any, shall decline at each anniversary of the Initial Redemption
Date by an amount equal to the applicable Annual Redemption Percentage
Reduction, if any, until the Redemption Price is equal to 100% of the unpaid
principal amount thereof or the portion thereof to be redeemed.
The interest rate borne by this Note shall be determined as follows:
1. If this Note is designated as a Regular Floating Rate Note above,
then, except as described below or in an Addendum hereto, this
Note shall bear interest at the rate determined by reference to
the applicable Interest Rate Basis shown above (i) plus or minus
the applicable Spread, if any, and/or
-6-
(ii) multiplied by the applicable Spread Multiplier, if any.
Commencing on the first Interest Reset Date, the rate at which
interest on this Note shall be payable shall be reset as of each
Interest Reset Date specified above; provided, however, that the
interest rate in effect for the period from the Original Issue
Date to but excluding the first Interest Reset Date will be the
Initial Interest Rate.
2. If this Note is designated as a Fixed Rate/Floating Rate Note
above, then, except as described below or in an Addendum hereto,
this Note shall bear interest at the rate determined by reference
to the Fixed Interest Rate specified above. Commencing on the
Floating Rate Commencement Date and on each subsequent Interest
Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of such Floating Rate Commencement Date
and as of each Interest Reset Date specified above and shall be
determined by reference to the applicable Interest Rate Basis
shown above (i) plus or minus the applicable Spread, if any,
and/or (ii) multiplied by the applicable Spread Multiplier, if
any.
3. If this Note is designated as a Floating Rate/Fixed Rate Note
above, then, except as described below or in an Addendum hereto,
this Note shall bear interest at the rate determined by reference
to the applicable Interest Rate Basis shown above (i) plus or
minus the applicable Spread, if any, and/or (ii) multiplied by
the applicable Spread Multiplier, if any. Commencing on the first
Interest Reset Date, the rate at which interest on this Note
shall be payable shall be reset as of each Interest Reset Date
specified above; provided, however, that (i) the interest rate in
effect for the period from the Original Issue Date to but
excluding the first Interest Reset Date shall be the Initial
Interest Rate and (ii) the interest rate in effect commencing on
the Fixed Rate Commencement Date to but excluding the Maturity
Date shall be the Fixed Interest Rate, if such a rate is
specified above, or, if no such Fixed Interest Rate is so
specified, the interest rate in effect hereon on the day
immediately preceding the Fixed Rate Commencement Date.
4. If this Note is designated as an Inverse Floating Rate Note
above, then, except as described below or in an Addendum hereto,
this Note shall bear interest equal to the Fixed Interest Rate
specified above minus the rate determined by reference to the
Interest Rate Basis specified above (i) plus or minus the Spread,
if any, specified above and/or (ii) multiplied by the Spread
Multiplier, if any; provided, however, that, unless otherwise
specified above, the interest rate thereon will not be less than
zero. Commencing on the first Interest Reset Date specified
above, the rate at which interest on this Note is payable shall
be reset as of each Interest Reset Date; provided, however, that
the interest rate in effect for the period from the date of issue
to but excluding the first Interest Reset Date will be the
Initial Interest Rate.
-7-
5. Notwithstanding the foregoing, if this Note is designated above
as having an Addendum attached, this Note shall bear interest in
accordance with the terms described in such Addendum.
Interest on the Note will be determined by reference to the applicable
Interest Rate Basis or Interest Rate Bases, which may, as described below,
include (i) the BA Rate, (ii) the CD Rate, (iii) the CMT Rate, (iv) the
Commercial Paper Rate, (v) the Eleventh District Cost of Funds Rate, (vi) the
Federal Funds Rate, (vii) the X.X. Xxxxx Rate, (viii) LIBOR, (ix) the Cdn. Prime
Rate, (x) the U.S. Prime Rate, (xi) the Cdn. Treasury Rate, (xii) the U.S.
Treasury Rate, or (xiii) such other Interest Rate Basis or interest rate formula
as may be set forth above.
Except as provided above, the interest rate in effect on each day
shall be (i) if such day is an Interest Reset Date, the interest rate determined
as of the Interest Determination Date (as defined below) immediately preceding
such Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date.
The interest rate applicable to each Interest Reset Period commencing
on the Interest Reset Date with respect to such Interest Reset Period will be
the rate determined as of the applicable Interest Determination Date on or prior
to the Calculation Date. Each Interest Rate Basis shall be the rate determined
in accordance with the applicable provisions below. The rate of interest on this
Note will be reset daily, weekly, monthly, quarterly, semiannually, annually or
pursuant to such other period as specified above. Unless otherwise specified
above, the Interest Reset Date(s) will be, if the Interest Reset Period set
forth above is: (i) daily, each Business Day; (ii) weekly, the Wednesday of each
week (with the exception of weekly reset Floating Rate Notes as to which the
U.S. Treasury Rate is an applicable Interest Rate Basis, which will reset the
Tuesday of each week, except as described below); (iii) monthly, the third
Wednesday of each month (with the exception of monthly reset Floating Rate Notes
as to which the Eleventh District Cost of Funds Rate is an applicable Interest
Rate Basis, which will reset on the first calendar day of the month); (iv)
quarterly, the third Wednesday of March, June, September and December of each
year; (v) semiannually, the third Wednesday of the two months specified above;
and (vi) annually, the third Wednesday of the month specified above; provided,
however, that, if this Note is Floating Rate/Fixed Rate Note, the fixed rate of
interest in effect for the period from the Fixed Rate Commencement Date to but
excluding the Maturity Date shall be the Fixed Interest Rate or, if no such
Fixed Interest Rate is specified above, the interest rate in effect on the day
immediately preceding the Fixed Rate Commencement Date, as specified above. If
any Interest Reset Date (which term includes the term first Interest Reset Date
unless the context otherwise requires) would otherwise be a day that is not a
Business Day, such Interest Reset Date shall be postponed to the next succeeding
Business Day, except that if an Interest Rate Basis shown above is LIBOR and
such Business Day falls in the next succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day.
Unless otherwise specified above, interest payable on this Note on any
Interest Payment Date shall be the amount of interest accrued from and including
the immediately preceding Interest Payment Date in respect of which interest has
been paid (or from and including the Original Issue Date specified above, if no
interest has been paid), to but excluding the related Interest Payment Date;
provided, however, that interest payable at Maturity will
-8-
include interest accrued to but excluding the date of Maturity. Unless otherwise
specified above, accrued interest hereon is calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued interest factor is
computed by adding the interest factor calculated for each day in the period for
which accrued interest is being calculated. Unless otherwise specified above,
the interest factor for each such day shall be computed by dividing the interest
rate applicable to such day by 360 if the Interest Rate Basis specified above is
the CD Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds
Rate, the Federal Funds Rate, the X.X. Xxxxx Rate, LIBOR or the U.S. Prime Rate,
or by the actual number of days in the year if the Interest Rate Basis specified
above is the BA Rate, CMT Rate, the Canadian Prime Rate, the Canadian Treasury
Rate or the U.S. Treasury Rate. If interest on this Note is to be calculated
with reference to two or more Interest Rate Bases as specified above the
interest factor will be calculated in each period in the same manner as if only
one of the applicable Interest Rate Bases applied as specified above.
This Note may also have either or both of the following: (i) a maximum
numerical limitation, or ceiling, on the rate at which interest may accrue
during any interest period; and (ii) a minimum numerical limitation, or floor,
on the rate at which interest may accrue during any interest period. In addition
to any maximum interest rate that may be applicable to this Note, the maximum
interest rate that may be applicable to this Note will in no event be higher
than the maximum rate permitted by the laws of Canada.
Except as provided herein or in an Addendum to this Note, interest
will be payable, where the rate of interest resets: (i) daily, weekly or
monthly, on the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year, as specified in the applicable
Pricing Supplement; (ii) quarterly, on the third Wednesday of March, June,
September and December of each year; (iii) semiannually, on the third Wednesday
of the months of each year specified above; and (iv) annually, on the third
Wednesday of the month specified above and, in each case, on the Maturity Date
(each, an "Interest Payment Date"). If any Interest Payment Date for this Note
(other than the Maturity Date) would otherwise be a day that is not a Business
Day, such Interest Payment Date will be postponed to the next succeeding day
that is a Business Day, except that where LIBOR is the applicable Interest Rate
Basis, if such Business Day falls in the next succeeding calendar month, such
Interest Payment Date will be the immediately preceding Business Day. If the
Maturity Date of this Note falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and/or interest will be made on
the next succeeding Business Day as if made on the date such payment was due,
and no interest shall accrue on such payment for the period from and after the
Maturity Date to the date of such payment on the next succeeding Business Day.
Interest payments for this Note shall be computed and paid on the
basis of (i) a 360-day year of twelve 30-day months if the Day Count Convention
specified above is "30/360" for the period specified thereunder, (ii) the actual
number of days in the related month and a 360-day year if the Day Count
Convention specified above is "Actual/360" for the period specified thereunder
or (iii) the actual number of days in the related year and month if the Day
Count Convention specified above is "Actual/Actual" for the period specified
thereunder.
For the purpose only of disclosure required by the Interest Act
(Canada) and without affecting the interest payable on this Note, the yearly
rate of interest which is equivalent
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to the rate of interest payable on this Note where the Day Count Convention
specified above is other than "Actual/Actual" is the rate of interest payable
with respect to any Note multiplied by the number of days in the year for which
such calculation is made and divided by 360.
Unless otherwise specified above, the "Interest Determination Date"
with respect to the BA Rate, CD Rate, the CMT Rate, the Commercial Paper Rate,
the Federal Funds Rate, the X.X. Xxxxx Rate, the Cdn. Prime Rate and the U.S.
Prime Rate will be the second Business Day immediately preceding the applicable
Interest Reset Date; and the "Interest Determination Date" with respect to LIBOR
will be the second London Business Day (as defined below) immediately preceding
the applicable Interest Reset Date; the "Interest Determination Date" with
respect to the Eleventh District Cost of Funds Rate will be the last working day
of the month immediately preceding the applicable Interest Reset Date on which
the Federal Home Loan Bank of San Francisco publishes the Eleventh District
Index (as defined below). With respect to the Cdn. Treasury Rate, the "Interest
Determination Date" will be the day in the week in which the applicable Interest
Reset Date falls on which direct obligations of Canada ("Cdn. Treasury Bills")
are normally auctioned (Cdn. Treasury Bills are normally sold at an auction held
on Tuesday of each week, unless that day is a legal holiday, in which case the
auction is normally held on the preceding Monday or the following Wednesday);
provided, however, that if an auction falls on the applicable Interest Reset
Date, then the interest Reset Date will instead be the first Business Day
following such auction. With respect to the U.S. Treasury Rate, the "Interest
Determination Date" will be the day in the week in which the applicable Interest
Reset Date falls on which direct obligations of the United States ("U.S.
Treasury Bills") are normally auctioned (U.S. Treasury Bills are normally sold
at an auction held on Monday of each week, unless that day is a legal holiday,
in which case the auction is normally held on the following Tuesday, except that
such auction may be held on the preceding Friday); provided, however, that if an
auction is held on the Friday of the week preceding the applicable Interest
Reset Date, the Interest Determination Date will be such preceding Friday;
provided, further, however, that if an auction falls on the applicable Interest
Reset Date, then the Interest Reset Date will instead be the first Business Day
following such auction. If the interest rate of this Note is determined with
reference to two or more Interest Rate Bases as specified above, the Interest
Determination Date pertaining to this Note will be the most recent Business Day
which is at least two Business Days prior to the applicable Interest Reset Date
on which each Interest Rate Basis is determinable. Each Interest Rate Basis will
be determined on such date, and the applicable interest rate will take effect as
of the applicable Interest Reset Date.
Unless otherwise specified above, the "Calculation Date", if
applicable, pertaining to any Interest Determination Date will be the earlier of
(i) the tenth calendar day after such Interest Determination Date, or, if such
day is not a Business Day, the next succeeding Business Day or (ii) the Business
Day immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be. All calculations on this Note shall be made by the
Calculation Agent specified above or such successor thereto as is duly appointed
by the Bank.
All percentages resulting from any calculation on this Note will be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one millionths of a percentage point rounded upwards (e.g., 9.876545% (or
..09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in
or resulting from such calculation will be rounded, in the case of United States
or Canadian dollars, to the nearest cent or, in the case of a Specified
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Currency other than United States or Canadian dollars, to the nearest unit of
the Specified Currency (such unit being the smallest unit of the Specified
Currency in general use) (with one-half cent or one-half of the applicable unit
of Specified Currency being rounded upward).
"Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or executive order to close in the City of Toronto or The
City of New York; provided, however, that if the Specified Currency shown above
is other than Canadian or United States dollars, requiring the payment of this
Note to be made in a Specified Currency other than Canadian or United States
dollars, such day is also not a day on which banking institutions are authorized
or required by law or executive order to close in the principal financial center
of the country of such Specified Currency (or, in the case of the euro, is not a
day on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer ("TARGET") is closed or otherwise generally regarded in the euro
interbank market as a day on which payments in euros shall not be made);
provided, further, however, that, if an Interest Rate Basis shown above is
LIBOR, such day is also a London Business Day. "London Business Day" means any
day (i) if the Index Currency (as defined below) is other than euro, on which
dealings in such Index Currency are transacted in the London interbank market or
(ii) if the Index Currency is euro, is not a day on which TARGET is closed or
otherwise generally regarded in the euro interbank market as a day on which
payments in euros shall not be made.
BA Rate. If an Interest Rate Basis for this Note is the BA Rate, as
indicated above, the BA Rate shall be determined on the applicable Interest
Determination Date (the "BA Rate Interest Determination Date" as the rate
(expressed as an annual percentage rate based on a year of 365 or 366 days)
determined by the Bank to be the average (rounded to the nearest
one-hundred-thousandth of one per cent, with .000005 being rounded up) of the
bid quotations for bankers' acceptances stamped by Schedule I Canadian chartered
banks denominated in Canadian dollars with a maturity approximately coextensive
with the Maturity applicable to such Security, as set forth on the Reuters CDOR
Page (as defined below) at approximately 10:00 a.m. (Toronto time) on the BA
Rate Interest Determination Date. If on the BA Rate Interest Determination Date
only one or zero bid quotations are available on the Reuters CDOR Page or if the
Reuters CDOR Page is unavailable for any reason, the BA Rate shall be the rate
(expressed as an annual percentage rate based on a year of 365 or 366 days)
determined by the Bank to be the average (rounded to the nearest
one-hundred-thousandth of one per cent with .000005 being rounded up) of rates
bid by each of the three Schedule I Canadian chartered banks selected by the
Bank (after consultation with the Trustee) at approximately 10:00 a.m. (Toronto
time) on the BA Rate Inerest Determination Date for bankers' acceptances stamped
by Schedule I Canadian chartered banks denominated in Canadian dollars with a
maturity approximately coextensive with the Maturity applicable to such Note. If
on the BA Rate Interest Determination Date only one or two such Schedule I
Canadian chartered banks provide bid quotations, then such bid or, the average
of such bids, as the case may be, shall be used for purposes of determining the
BA Rate.
"Reuters CDOR Page" means the display designated as page "CDOR" on the
Reuters Monitor Money Rates Service (or such other page as may replace the CDOR
page on that service for the purpose of displaying banker's acceptance rates of
banks and investment dealers).
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CD Rate. If an Interest Rate Basis for this Note is the CD Rate, as
indicated above, the CD Rate shall be determined on the applicable Interest
Determination Date (a "CD Rate Interest Determination Date") as the rate on such
date for negotiable certificates of deposit having the Index Maturity specified
in the applicable Pricing Supplement as published by the Board of Governors of
the Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication ("H.15(519)") under the heading "CDs
(Secondary Market)" or, if not published by 9:00 A.M., New York City time, on
the related Calculation Date, the rate set forth in H.15 Daily Update (as
defined below) under the caption "CDs (Secondary Market)" on such CD Rate
Interest Determination Date for negotiable certificates of deposit of the Index
Maturity specified in the applicable Pricing Supplement. "H.15 Daily Update"
means the daily update of H.15 (519) available through the world wide web site
of the Board of Governors of the Federal Reserve System at
xxxx://xxx.xxx.xxx.xxx.xx/xxxxxxxx/xx0/xxxxxx, or any successor site of
publication. If such rate is not yet published in either H.15 (519) or H.15
Daily Update by 3:00 P.M., New York City time, on the related Calculation Date,
then the CD Rate on such CD Rate Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on such CD Rate Interest
Determination Date, of three leading nonbank dealers in negotiable United States
dollar certificates of deposit in The City of New York (which may include the
Agents or their affiliates) selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks for negotiable
certificates of deposit with a remaining maturity closest to the Index Maturity
designated in the applicable Pricing Supplement in an amount that is
representative for a single transaction in that market at that time; provided,
however, that if the dealers so selected by the Calculation Agent are not
quoting as mentioned in this sentence, the CD Rate determined as of such CD Rate
Interest Determination Date will be the CD Rate in effect on such CD Rate
Interest Determination Date.
CMT Rate. If an Interest Rate Basis for this Note is the CMT Rate, as
indicated above, the CMT Rate shall be determined on the applicable Interest
Determination Date (a "CMT Rate Interest Determination Date"), as the rate
displayed on the Designated CMT Telerate Page under the caption "...Treasury
Constant Maturities... Federal Reserve Board Release H.15...Mondays
Approximately 3:45 P.M.", under the column for the Designated CMT Maturity Index
for (i) if the Designated CMT Telerate Page is 7051, the rate on such CMT Rate
Interest Determination Date and (ii) if the Designated CMT Telerate Page is
7052, the week, or the month, as applicable, ended immediately preceding the
week in which the related CMT Rate Interest Determination Date occurs. If such
rate is no longer displayed on the relevant page, or if not displayed by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index as published in the relevant
H.15(519). If such rate is no longer published, or if not published by 3:00
P.M., New York City time, on the related Calculation Date, then the CMT Rate for
such CMT Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other United States
Treasury rate for the Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to such Interest Reset Date as may then be
published by either the Board of Governors of the Federal Reserve System or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519). If such
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information is not provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the CMT Rate Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity,
based on the arithmetic mean of the secondary market closing offer side prices
as of approximately 3:30 P.M., New York City time, on the CMT Rate Interest
Determination Date reported, according to their written records, by three
leading primary United States government securities dealers (each, a "Reference
Dealer") in The City of New York (which may include the Agents or their
affiliates) (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable faxed rate obligations
of the United States of America ("U.S. Treasury Notes") with an original
maturity of approximately the Designated CMT Maturity Index and a remaining term
to maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such U.S. Treasury Note quotations,
the CMT Rate for such CMT Rate Interest Determination Date will be calculated by
the Calculation Agent and will be a yield to maturity based on the arithmetic
mean of the secondary market offer side prices as of approximately 3:30 P.M.,
New York City time, on the CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (which may include the Agents or their
affiliates) (from five such Reference Dealers selected by the Calculation Agent
and eliminating the highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for U.S. Treasury Notes with an original maturity of the number of
years that is the next highest to the Designated CMT Maturity Index and a
remaining term to maturity closest to the Designated CMT Maturity Index and in
an amount of at least U.S.$100,000,000. If three or four (and not five) of such
Reference Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided, however,
that if fewer than three Reference Dealers selected by the Calculation Agent are
quoting as described herein, the CMT Rate will be the CMT Rate in effect on such
CMT Rate Interest Determination Date. If two U.S. Treasury Notes with an
original maturity as described in the second preceding sentence have remaining
terms to maturity equally close to the Designated CMT Maturity Index, the quotes
for the CMT Rate Note with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on Bridge Telerate,
Inc. on the page designated above (or any other page as may replace such page on
that service for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)), for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified above, the
Designated CMT Telerate Page shall be 7052 for the most recent week.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified above with respect to which the CMT Rate will be calculated. If no
such maturity is specified above, the Designated CMT Maturity Index shall be 2
years.
Determination of Commercial Paper Rate. If an Interest Rate Basis for
this Note is the Commercial Paper Rate, as indicated above, the Commercial Paper
Rate shall be determined on the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date"), as the Money Market Yield
(as defined below) on such date of the rate for
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commercial paper having the Index Maturity specified above as published in
H.15(519) under the heading "Commercial Paper - Nonfinancial". In the event that
such rate is not published by 9:00 A.M., New York City time, on the related
Calculation Date, then the Commercial Paper Rate will be the Money Market Yield
on such Commercial Paper Rate Interest Determination Date of the rate for
commercial paper having the Index Maturity indicated above as published in H.15
Daily Update under the heading "Commercial Paper - Nonfinancial" (with an Index
Maturity of one month, or three months being deemed to be equivalent to an Index
Maturity of 30 days or 90 days, respectively). If by 3:00 P.M., New York City
time, on the related Calculation Date such rate is not yet published in either
H.15(519) or H.15 Daily Update, then the Commercial Paper Rate for such
Commercial Paper Rate Interest Determination Date will be calculated by the
Calculation Agent and will be the Money Market Yield of the arithmetic mean of
the offered rates at approximately 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading dealers of
commercial paper in The City of New York (which may include the Agents or their
affiliates) selected by the Calculation Agent for commercial paper having the
Index Maturity specified above placed for an industrial issuer whose bond rating
is "AA", or the equivalent, from a nationally recognized statistical rating
organization; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Commercial
Paper Rate determined as of such Commercial Paper Rate Interest Determination
Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate
Interest Determination Date.
Money Market Yield means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = D x 360 x 100
-------------
360 (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for
this Note is the Eleventh District Cost of Funds Rate, as indicated above, the
Eleventh District Cost of Funds Rate will be determined on the applicable
Interest Determination Date (an "Eleventh District Cost of Funds Rate Interest
Determination Date") as the rate equal to the monthly weighted avenge cost of
funds for the calendar month immediately preceding the month in which such
Eleventh District Cost of Funds Rate Interest Determination Date falls, as set
forth under the caption "11th District" on Telerate Page 7058 as of 11:00 A.M.,
San Francisco time, on such Eleventh District Cost of Funds Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7058 (as
defined below) on any related Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate for such Eleventh
District Cost of Funds Rate Interest Determination Date shall be the monthly
weighted average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently announced (the "Eleventh
District Index") by the Federal Home Loan Bank of San Francisco as such cost of
funds for the calendar month immediately preceding the date of such
announcement. If the Federal Home Loan Bank of San Francisco fails to announce
such rate for the calendar month immediately preceding such Eleventh District
Cost of Funds Rate Interest
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Determination Date, then the Eleventh District Cost of Funds Rate determined as
of such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.
"Telerate Page 7058" means the display on Bridge Telerate, Inc.
designated as 7058 (or any other page as may replace such page on that service
for the purpose of displaying the Eleventh District Indent).
Federal Funds Rate. If an Interest Rate Basis for this Note is the
Federal Funds Rate, as indicated above, the Federal Funds Rate will be
determined on the applicable Interest Determination Date (a "Federal Funds Rate
Interest Determination Date") as the rate on such date for federal funds as
published in H.I5(519) under the heading "Federal Funds (Effective)" or, if not
published by 9:00 A.M., New York City time, on the related Calculation Date, the
rate on such Federal Funds Rate Interest Determination Date as published in H.I5
Daily Update under the heading "Federal Funds (Effective)." If by 3:00 P.M., New
York City time, on the related Calculation Date such rate is not published in
either H.I5(519) or H.I5 Daily Update, then the Federal Funds Rate on such
Federal Funds Rate Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by three
leading brokers of federal funds transactions in The City of New York (which may
include the Agents or their affiliates) selected by the Calculation Agent prior
to 9:00 A.M., New York City time, on such Federal Funds Rate Interest
Determination Date; provided, however, that if the brokers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate determined as of such Federal Funds Rate Interest Determination Date
will be the Federal Funds Rate in effect on such Federal Funds Rate Interest
Determination Date.
X.X. Xxxxx Rate. If an Interest Rate Basis for this Note is the X.X.
Xxxxx Rate, as indicated above, the X.X. Xxxxx Rate will be determined by the
Calculation Agent as of each related Interest Determination Date (each, a "X.X.
Xxxxx Interest Determination Date") and shall be the high grade weekly index
(the "Weekly Index") on such X.X. Xxxxx Interest Determination Date made
available by X.X. Xxxxx Information Systems ("X.X. Xxxxx") to the Calculation
Agent. The Weekly Index is, and shall be, based upon 30 day yield evaluations at
par of bonds, the interest on which is exempt from Federal income taxation under
the Internal Revenue Code of 1986, as amended (the "Code"), of not less than
five high grade component issuers selected by X.X. Xxxxx which shall include,
without limitation, issuers of general obligation bonds. The specific issuers
included among the component issuers may be changed from time to time by X.X.
Xxxxx in its discretion. The bonds on which the Weekly Index is based shall not
include any bonds on which the interest is subject to a minimum tax or similar
tax under the Code, unless all tax-exempt bonds are subject to such tax. In the
event X.X. Xxxxx ceases to make available such Weekly Index, a successor
indexing agent (the " Successor Indexing Agent") will be selected by the
Calculation Agent. The index made available by the Successor Indexing Agent
shall reflect the prevailing rate for bonds rated in the highest short-term
rating category by Xxxxx'x Investors Service, Inc. and Standard & Poor's Ratings
Services in respect of issuers most closely resembling the high grade component
issuers selected by X.X. Xxxxx for its Weekly Index, the interest on which is
(i) variable on a weekly basis, (ii) exempt from federal income taxation under
the Code and (iii) not subject to a minimum tax or similar tax under the Code
unless all
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tax-exempt bonds are subject to such tax. If a Successor Indexing Agent is not
available, then the X.X. Xxxxx Rate for such Interest Reset Period shall be 67
percent of the U.S. Treasury Rate for such Interest Rate Period.
LIBOR. If an Interest Rate Basis for this Note is LIBOR, as indicated
above, LIBOR will be determined on the applicable Interest Determination Date (a
"LIBOR Interest Determination Date"), on the basis of either: (i) if "LIBOR
Reuters" is specified above, the arithmetic mean of the offered rates (unless
the specified Designated LIBOR Page (as defined below) by its terms provides
only for a single rate, in which case such single rate shall be used) for
deposits in the Index Currency (as defined below) having the Index Maturity
designated above, commencing on the applicable Interest Reset Date, that appears
on the Designated LIBOR Page specified above as of 11:00 A.M., London time, on
such LIBOR Interest Determination Date, if at least two such offered rates
appear (unless, as aforesaid, only a single rate is required) on such Designated
LIBOR Page, or (ii) if "LIBOR Telerate" is specified above or if neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified as the method for calculating LIBOR,
the rate for deposits in the Index Currency having the Index Maturity designated
above, commencing on the applicable Interest Reset Date that appears on the
Designated LIBOR Page specified above as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If fewer than two such offered rates appear,
or if no such rate appears, as applicable, LIBOR in respect of the related LIBOR
Interest Determination Date will be determined in accordance with the provisions
described in the immediately succeeding paragraph.
With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
applicable Designated LIBOR Page as specified in the immediately preceding
paragraph, the Calculation Agent will request the principal London offices of
each of four major reference banks in the London interbank market, as selected
by the Calculation Agent (after consultation with the Bank), to provide the
Calculation Agent with its offered quotation for deposits in the Index Currency
for the period of the Index Maturity designated above, commencing on the
applicable Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date
and in a principal amount that is representative for a single transaction in
such Index Currency in such market at such time. If at least two such quotations
are provided, LIBOR determined on such LIBOR Interest Determination Date will be
the arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR determined on such LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in the
applicable Principal Financial Center (as defined below), on such LIBOR Interest
Determination Date by three major banks in such Principal Financial Center
selected by the Calculation Agent (after consultation with the Bank) for loans
in the Index Currency to leading European banks, having the Index Maturity
designated above and in a principal amount that is representative for a single
transaction in such Index Currency in such market at such time; provided,
however, that if the banks so selected by the Calculation Agent are not quoting
as mentioned in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date will be LIBOR in effect on such LIBOR Interest Determination
Date.
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"Index Currency" means the currency (including currency units)
specified above as the currency for which LIBOR shall be calculated. If no such
currency is specified above, the Index Currency shall be Canadian dollars.
"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified above, the display on the Reuters Monitor Money Rates Service for the
purpose of displaying the London interbank rates of major banks for the
applicable Index Currency or (b) if "LIBOR Telerate" is specified above or
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified as the method for
calculating LIBOR, the display on Bridge Telerate, Inc. for the purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency.
"Principal Financial Center" will generally be the capital of the
country of the specified Index Currency, except that, with respect to United
States dollars, Deutsche Marks, Dutch Guilders, Italian Lire, Swiss Francs and
euros, the Principal Financial Center shall be The City of New York, Frankfurt,
Amsterdam, Milan, Zurich and Brussels, respectively.
Cdn. Prime Rate. If an Interest Rate Basis for this Note is Cdn. Prime
Rate, as indicated above, the Cdn. Prime Rate shall be determined on the
applicable Interest Determination Date (a "Cdn. Prime Rate Interest
Determination Date") as the rate (expressed as an annual percentage rate based
on a year of 365 or 366 days) determined by the Bank to be the average (rounded
to the nearest one-hundred-thousandth of one per cent, with .000005 being
rounded up) of the rates publicly quoted by the Schedule I Canadian chartered
banks as base rates for determining interest rates on Canadian dollar prime rate
loans in Canada prevailing at 10:00 a.m. (Toronto time) on the Cdn. Prime Rate
Interest Determination Date.
U.S. Prime Rate. If an Interest Rate Basis for this Note is the Prime
Rate, as indicated above, the Prime Rate shall be determined on the applicable
Interest Determination Date (a U.S. "Prime Rate Interest Determination Date") as
the rate on that day published in H.15(519) under the heading "Prime Bank Loan".
If such rate is not published prior to 9:00 A.M., New York City time, on the
related Calculation Date, then the U.S. Prime Rate shall be the rate on the U.S.
Prime Rate Interest Determination Date as published in H.15 Daily Update under
the caption "Bank Prime Loan." If the rate is not so published prior to 3:00
P.M., New York City time, on the U.S. Prime Rate Interest Determination Date,
then the U.S. Prime Rate shall be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen USPRIME1 Page
(as defined below) as such bank's prime rate or base lending rate as in effect
for such U.S. Prime Rate Interest Determination Date. If fewer than four such
rates but more than one such rate appear on the Reuters Screen USPRIME1 Page for
such U.S. Prime Rate Interest Determination Date, the U.S. Prime Rate shall be
the arithmetic mean of the prime rates quoted on the basis of the actual number
of days in the year divided by a 360 day year as of the close of business on
such U.S. Prime Rate Interest Determination Date by four major money center
banks in The City of New York selected by the Calculation Agent (after
consultation with the Bank). If fewer than two such rates appear on the Reuters
Screen USPRIME1 Page, the U.S. Prime Rate will be determined by the Calculation
Agent on the basis of the rates furnished in The City of New York by three
substitute banks or trust companies organized and doing business under the laws
of the United States of America, or any State thereof, having a total equity
capital of at least U.S. $500,000,000 and being subject to supervision or
examination by United States Federal or State authority, selected by the
-17-
Calculation Agent (after consultation with the Bank) to provide such rate or
rates; provided, however, that if the banks or trust companies selected as
aforesaid are not quoting as mentioned in this sentence, the U.S. Prime Rate
determined as of such U.S. Prime Rate Interest Determination Date will be the
U.S. Prime Rate in effect on such U.S. Prime Rate Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display designated as page
"USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may
replace the USPRIME1 page on that service for the purpose of displaying prime
rates or base lending rates of major United States banks).
Cdn. Treasury Rate. If an Interest Rate Basis for this Note is Cdn.
Treasury Rate, as indicated above, the Cdn. Treasury Rate shall be determined on
the applicable Interest Determination Date (a "Cdn. Treasury Rate Interest
Determination Date") as the rate (expressed as an annual percentage rate based
on a year of 365 or 366 days) determined by the Bank to be the average (rounded
to the nearest one-hundred-thousandth of one per cent, with .000005 being
rounded up) of the bid quotations for Government of Canada Treasury Bills with a
maturity approximately coextensive with the Maturity of this Note, as set forth
on the Reuters CDOS Page on the Cdn. Treasury Rate Interest Determination Date
or if the Reuters CDOS Page is unavailable for any reason, the Cdn. Treasury
Rate shall be the rate (expressed as an annual percentage rate based on a year
of 365 or 366 days) determined by the Bank to be the average (rounded to the
nearest one-hundred-thousandth of one per cent, with .000005 being rounded up)
of rates bid by each of the Schedule I Canadian chartered banks selected by the
Bank (after consultation with the Trustee) at approximately 10:00 a.m. (Toronto
time) on the Cdn. Treasury Rate Interest Determination Date for Government of
Canada Treasury Bills with a maturity approximately coextensive with the
Maturity of the Note. If on the Cdn. Treasury Rate Interest Determination Date
only one such Schedule I Canadian chartered bank provides a bid quotation, then
such bid shall be used for purposes of determining the Cdn. Treasury Rate.
"Reuters CDOS Page" means the display designated as page "CDOS" on the
Reuters Monitor Money Rates Service (or such other page as may replace the CDOS
page on that service) for the purpose of displaying rates for Government of
Canada Treasury Bills.
U.S. Treasury Rate. If an Interest Rate Basis for this Note is the
U.S. Treasury Rate, as indicated above, the U.S. Treasury Rate shall be
determined on the applicable Interest Determination Date (a "U.S. Treasury Rate
Interest Determination Date") as:
(a) the rate (expressed as a percentage per annum) for the auction held on
the U.S. Treasury Rate Interest Determination Date (as hereinafter
defined) for the Interest Reset Period of U.S. Treasury Bills having
the Index Maturity specified above as such rate shall appear under the
heading "Investment Rate" on the display on Bridge Telerate, Inc., or
any successor service, on page 56 or page 57, or any other page that
may replace either thereof on that service; or
(b) if that rate is not published by 3:00 p.m., New York City time, on the
Interest Determination Date, the Bond Equivalent Yield (as hereinafter
defined) of the rate on U.S. Treasury Bills having the Index Maturity
specified above as of such U.S.
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Treasury Interest Rate Determination Date, as such rate shall be
published in H.15 Daily Update under the heading "U.S. Government
Securities/Treasury Bills/Auction High"; or
(c) if that rate is not so published by 3:00 p.m., New York City time, on
the Interest Determination Date, the Bond Equivalent Yield of the
auction rate of U.S. Treasury Bills having the Index Maturity
specified above, as otherwise announced by the United States
Department of the Treasury; or
(d) if that rate is not so announced by the United States Department of
the Treasury, or if that auction is not held, the Bond Equivalent
Yield on the rate as of such U.S. Treasury Rate Interest Determination
Date of U.S. Treasury Bills having the Index Maturity specified above,
as such rate shall be published in H.15 (519) under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market"; or
(e) if that rate is not so published by 3:00 p.m., New York City time, on
the U.S. Treasury Rate Interest Determination Date, the rate as of
such U.S. Treasury Rate Interest Determination Date of U.S. Treasury
Bills having the Index Maturity specified above, as that rate shall be
published in H.15 Daily Update under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market"; or
(f) if that rate is not so published by 3:00 p.m., New York City time, on
the Interest Determination Date, the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as on approximately
3:30 p.m., New York City time, on the U.S. Treasury Rate Interest
Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent for the issue of
U.S. Treasury Bills with a remaining maturity closest to the Index
Maturity specified in the applicable Pricing Supplement, provided,
however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting bid rates as described above, then the "U.S.
Treasury Rate" for such Interest Reset Period will be applied to be
the same as the U.S. Treasury Rate for the immediately preceding
Interest Reset Period (or, if there was no such previous Interest
Reset Period in respect of such U.S. Treasury Rate Interest Note, the
rate of interest on the Note for such Interest Reset Period shall be
the Initial Interest Rate).
The "U.S. Treasury Rate Interest Determination Date" for each Interest
Reset Period is the day of the week in which the Interest Reset Date for the
Interest Reset Period falls on which U.S. Treasury Bills would normally be
auctioned. If, as the result of a legal holiday, an auction is held on the
preceding Friday, such Friday is the U.S. Treasury Rate Interest Determination
Date pertaining to the Interest Reset Period commencing in the next week. If an
auction date falls on any day that would otherwise be an Interest Reset Date for
a U.S. Treasury Rate Note, then the Interest Reset Date is instead the Business
Day immediately following such auction date.
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"Bond Equivalent Yield" shall be calculated in accordance with the
following formula and expressed as a percentage:
Bond Equivalent Yield = D x N
-------------
360 - (D x M)
where "D" refers to the applicable rate per annum for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the date may be, and "M"
refers to the actual number of days in the interest period for which the
interest rate is being calculated.
Any provision contained herein with respect to the determination of an
Interest Rate Basis, the calculation of the interest rate applicable to this
Note, and the specification of one or more Interest Rate Bases, the Interest
Payment Dates, the Maturity Date or any other variable term relating hereto may
be modified as specified in an Addendum relating hereto if so specified above.
At the request of the Holder hereof, the Calculation Agent shall
provide to the Holder hereof the interest rate hereon then in effect and, if
determined, the interest rate which shall become effective as of the next
Interest Reset Date.
The Bank may at any time purchase Notes at any price or prices in the
open market or otherwise. Notes so purchased by the Bank may be held or resold
or, at the discretion of the Bank, may be surrendered to the Trustee for
cancellation.
If so specified above or in an Addendum hereto, the registered Holder
of this Note may, but only upon notice from the Bank, subject where applicable
to the prior approval of the Superintendent, convert all but not less than all
of such holder's Notes into an equal aggregate principal amount of a new series
of Notes issued by the Bank. If given, such notice from the bank shall be given
not less than 30 days nor more than 60 days prior to the date of conversion and
in accordance with the provisions of the Indenture.
If this Note is designated above as an Amortizing Note, as an Indexed
Note or as an Extendible Note certain additional provisions with respect to this
Note will be specified above or in an Addendum hereto.
If an Event of Default with respect to the Notes of this series shall
occur and be continuing, the principal of all the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture provides that modifications and alterations of the
Indenture and of the Debentures (as defined in the Indenture and including the
Notes) issued thereunder may be made if authorized by extraordinary resolution.
The term "extraordinary resolution" is defined in the Indenture to mean, in
effect, a resolution passed by the affirmative vote of the holders of not less
than 66 2/3% in principal amount of the Debentures affected by such
modifications or alteration represented and voted at a meeting of such
Debentures then outstanding. If any modification or alteration affects the
rights of the holders of any series of Debentures in a manner substantially
different from that in which it affects the holders of other series, such
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extraordinary resolution must, in addition, be approved in a similar manner by
the holders of the series of Debentures so affected. The Indenture provides that
the quorum for meeting of the holders of Debentures issued thereunder at which
an extraordinary resolution will be considered shall be holders representing
more than 25% in principal amount of the then outstanding Debentures, provided
that there are no quorum requirements at any adjourned meetings.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Bank, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the security
register of the Bank, upon surrender of this Note for registration of transfer
at the office or agency of the Bank in the City of Toronto, duly endorsed or
accompanied by a written instrument of transfer, in form satisfactory to the
Bank and the security registrar duly executed by, the Holder hereof or by its
attorney duly authorized in writing, and thereupon one or more new Notes of this
series of authorized denominations and for the same aggregate principal amount
and tenor, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of like tenor as requested by the Holder hereof.
Unless otherwise specified above or in an Addendum hereto, if the
registered owner of this Note is the Depositary or nominee of the Depositary,
this Note is exchangeable for Notes in certificated form ("Certificated Notes")
of like tenor and terms and of differing authorized denominations aggregating a
like amount, only if (i) the Depositary notifies the Bank that it is unwilling
or unable to continue as Depositary for this Note, (ii) the Depositary ceases to
be a clearing agency or otherwise ceases to be eligible to be a depositary and
the Bank and the Trustee are unable to locate a qualified successor, (iii) the
Bank, in its sole discretion, determines that this Note shall be exchangeable
for Certificated Notes or (iv) there shall have occurred and be continuing an
Event of Default under the Indenture with respect to the Notes. Upon any such
exchange, the Certificated Notes shall be registered in the names of the
beneficial owners of this Note as provided by the Depositary's relevant
participants.
No service charge will be made by the Bank or the Trustee for any such
registration of transfer or exchange of this Note, but the Bank may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
If the registered owner of this Note is the Depositary or a nominee of
the Depositary, then upon the occurrence of any event resulting in the exchange
of this Note for Notes in definitive registered form, the Holder hereof shall
surrender this Note to the Trustee for cancellation whereupon, in accordance
with the Indenture, the Bank will execute and the Trustee will authenticate and
deliver Notes of this series of like tenor in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of this Note in exchange for this Note.
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Prior to due presentment of this Note for registration of transfer,
the Bank, the Trustee and any agent of the Bank or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Bank, the Trustee
nor any such agent shall be affected by notice to the contrary.
This Note shall be governed by and construed in accordance with the
laws of the Province of Ontario.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
DATED: BANK OF MONTREAL
------------------------------
[CORPORATE SEAL] By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated
and referred to in the within mentioned Indenture.
THE TRUST COMPANY OF BANK OF MONTREAL,
as Trustee
By:
------------------------------------
Authorized Signature
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ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto _________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL
ZIP CODE OF ASSIGNEE)
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing attorney _________________________________________________________ to
transfer said Note on the books of the Bank with full power of substitution in
the premises.
Dated:
------------------------------ ----------------------------------------
NOTICE: THE SIGNATURE OF THE REGISTERED
HOLDER TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE WITHIN INSTRUMENT IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.