REPUBLIC NEW YORK CORPORATION
7 3/4% Junior Subordinated Debt Securities due November 15, 2026
No. RNYC JSD _________ $_________________
REPUBLIC NEW YORK CORPORATION, a corporation organized and existing
under the laws of Maryland (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ____________________, or
its registered assigns, the principal sum of $______________
(_____________________) on November 15, 2026. The Company further promises
to pay interest on said principal sum from _______________________, or from
the most recent interest payment date (each such date, an "Interest Payment
Date") on which interest has been paid or duly provided for, semi-annually,
subject to deferral as set forth herein, in arrears on May 15 and November
15 of each year, commencing May 15, 1997, at the rate of 7.75% per annum,
until the principal hereof shall have become due and payable, plus
Additional Interest, if any, until the principal hereof is paid or duly
provided for or made available for payment and on any overdue principal and
(without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at
the rate of 7.75% per annum, compounded semi-annually as liquidated
damages. The amount of interest payable for any period shall be computed on
the basis of twelve 30-day months and a 360-day year. The amount of
interest payable for any partial period shall be computed on the basis of
the number of days elapsed in a 360-day year of twelve 30-day months. In
the event that any date on which interest is payable on this Security is
not a Business Day, then a payment of the interest payable on such date
will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on the date the payment was
originally payable. A "Business Day" shall mean any day other than (i) a
Saturday or Sunday, (ii) a day on which banking institutions in The City of
New York are authorized or required by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office of the Trustee,
or the Corporate Trust Office of the Property Trustee under the Declaration
of Trust hereinafter referred to for Republic New York Capital I is closed
for business. The interest installment so payable, and punctually paid or
duly provided for, on any Interest Payment Date, as provided in the
Indenture, shall be paid to the Person in whose name this Security (or one
or more Predecessor Securities, as defined in the Indenture) is registered
at the close of business on the Regular Record Date for such interest
installment, which shall be the first day of the month in which an Interest
Payment Date occurs. Any such interest installment not so punctually paid
or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture.
So long as no Event of Default has occurred and is continuing, the
Company shall have the right at any time during the term of this Security,
from time to time, to defer payment of interest on such Security for up to
10 consecutive semi-annual interest payment periods with respect to each
deferral period (each an "Extension Period"), during which Extension
Periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date, and at the end of which the Company
shall pay all interest then accrued and unpaid (together with Additional
Interest thereon to the extent
permitted by applicable law); provided, however, that no Extension Period
may extend beyond the Maturity of this Security. During any such Extension
Period, the Company will not, (i) declare or pay any dividends or
distributions on or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company's outstanding capital stock or (ii)
make any payment of principal of, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company including other
debt that ranks pari passu with or junior in interest to this Security or
(iii) make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any subsidiary of the Company (including
other guarantees) if such guarantee ranks pari passu with or junior in
interest to this Security (other than (a) dividends or distributions in
Common Stock of the Company, (b) any declaration of a dividend in
connection with the implementation of a stockholders' rights plan, or the
issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) payments under the
Guarantee Agreement (as defined in the Indenture), (d) purchases or
acquisitions of shares of the Company's Common Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit
plan or other contractual obligation of the Company (other than a
contractual obligation ranking pari passu with or junior to these
Securities, (e) as a result of a reclassification of the Company's capital
stock or the exchange or conversion of one class or series of the Company's
capital stock for another class or series of the Company's capital stock,
or (f) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged). Prior to the
termination of any such Extension Period, the Company may further extend
such Extension Period, provided, however, that such extension does not
cause such Extension Period to exceed 10 consecutive semi-annual interest
payment periods or extend beyond the Maturity of this Security. Upon the
termination of any such Extension Period and upon the payment of all
accrued and unpaid interest and any Additional Interest then due, the
Company may elect to begin a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an Extension
Period except at the end thereof. The Company shall give the Holder of this
Security and the Trustee notice of its election to begin any Extension
Period at least five Business Days prior to the Interest Payment Date,
prior to the earlier of (i) the date the Distributions on the Capital
Securities would have been payable except for the election to begin or
extend such Extension Period or (ii) the date the Administrative Trustees
are required to give notice to any automated quotation system or to holders
of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than five Business
Days prior to such record date. There is no limitation on the number of
times the Company may elect to begin an Extension Period.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the United States, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the
Company payment of any interest may be made (except Securities in Global
form) (i) by check mailed to the address of the Person entitled thereto as
such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at such place and to such account
as may be designated by the Person entitled thereto as specified in the
Securities Register.
The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Debt, and this Security is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take
such actions as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee his attorney-in-fact
for any and all such purposes.
Each Holder hereof, by his acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: _____________, 199____ REPUBLIC NEW YORK CORPORATION
[Seal]
By:
Chairman and Chief Executive Officer
Attest:
Corporate Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE SECURITIES REFERRED TO IN THE WITHIN-MENTIONED INDENTURE.
BANKERS TRUST COMPANY, AS TRUSTEE
BY
AUTHORIZED SIGNATORY
Reverse of Security.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under a Junior Subordinated Indenture, dated as of November 27,
1996 (herein called the "Indenture"), between the Company and Bankers Trust
Company, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Securities,
and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated
on the face hereof, limited in aggregate principal amount to
$___________________.
All terms used in this Security that are defined in the Indenture and
in the Amended and Restated Declaration of Trust of Republic New York
Capital I, dated as of November 27, 1996, as amended (the "Declaration of
Trust"), among Republic New York Corporation, as Depositor, and the
Trustees named therein, shall have the meanings assigned to them in the
Indenture or the Declaration of Trust, as the case may be.
On or after November 15, 2006, the Company may at any time, at its
option, subject to the terms and conditions of Article XI of the Indenture
and subject to the Company having received prior approval of the Federal
Reserve if then required under applicable capital guidelines of the Federal
Reserve, redeem this Security in whole or in part at any time or from time
to time prior to maturity, at a redemption price (the "Optional Repayment
Price") equal to the following prices, expressed in percentages of the
principal amount of the Junior Subordinated Debt Securities together with
accrued but unpaid interest to but excluding the date fixed for redemption.
If redeemed during the 12-month period beginning November 15:
Redemption
Year Price
2006 . . . . . . . . . . . . . . . . 103.660%
2007 . . . . . . . . . . . . . . . . 103.294
2008 . . . . . . . . . . . . . . . . 102.928
2009 . . . . . . . . . . . . . . . . 102.562
2010 . . . . . . . . . . . . . . . . 102.196
2011 . . . . . . . . . . . . . . . . 101.830
2012 . . . . . . . . . . . . . . . . 101.464
2013 . . . . . . . . . . . . . . . . 101.098
2014 . . . . . . . . . . . . . . . . 100.732
2015 . . . . . . . . . . . . . . . . 100.366
and at 100% on or after November 15, 2016.
If a Tax Event in respect of Republic New York Capital I shall occur
and be continuing, the Company may, at its option and subject to receipt of
prior approval of the Board of Governors of the Federal Reserve System (the
"Federal Reserve") if then required under applicable capital guidelines or
policies of the Federal Reserve, terminate the Trust within 90 days of the
occurrence of such Tax Event, and if such Tax Event continues
notwithstanding the taking of such actions, to prepay the Securities in
whole (but not in part) at a prepayment price equal to 100% of the
principal amount of such Securities plus accrued interest thereon to the
date of prepayment.
In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation
hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of this Security may be declared due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture and in the Declaration of Trust .
The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee at any time to enter into a supplemental
indenture or indentures for the purpose of modifying in any manner the
rights and obligations of the Company and of the Holders of the Securities,
with the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series to be affected by such
supplemental indenture. The Indenture also contains provisions permitting
Holders of specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture, if an
Event of Default with respect to the Securities of this series at the time
Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series may declare the principal amount of
all the Securities of this series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders),
provided, however, that, in the case of the Securities of this series
issued to a Republic New York Trust, if upon an Event of Default, the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of this series fails to declare the principal of all
the Securities of this series to be immediately due and payable, the
holders of at least 25% in aggregate Liquidation Amount of the
corresponding series of Capital Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee. The Holders of
a majority in aggregate principal amount of the Outstanding Securities of
these Securities may annul such declaration and waive the default if the
default (other than the non-payment of the principal of these Securities
which has become due solely by such acceleration) has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Trustee. Should
the Holders of these Securities fail to annul such declaration and waive
such default, the holders of a majority in aggregate Liquidation Amount of
the Capital Securities shall have such right. Upon any such declaration
such specified amount of and the accrued interest (including any Additional
Interest) on all the Securities of this series shall become immediately due
and payable, provided that the payment of principal and interest (including
any Additional Interest) on such Securities shall remain subordinated to
the extent provided in Article XIV of the Indenture.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium,
if any) and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained pursuant to
Section 10.2 of the Indenture duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the
Securities Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing and thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee shall treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of such series of a different
authorized denomination, as requested by the Holder surrendering the same.
The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security intend that such Security constitutes
indebtedness and agree to treat such Security as indebtedness for United
States Federal, state and local tax purposes.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF.
