Exhibit 4.21
[FORM OF FLOATING RATE SUBORDINATED MEDIUM-TERM NOTE]
REGISTERED REGISTERED
THE CHASE MANHATTAN CORPORATION
FLOATING RATE SUBORDINATED MEDIUM-TERM NOTE, SERIES _
THIS SECURITY IS NOT A DEPOSIT OR OTHER OBLIGATION OF A DEPOSITORY INSTITUTION
AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY
OTHER GOVERNMENT AGENCY.
No. $
ORIGINAL ISSUE DATE: INITIAL INTEREST MATURITY DATE:
RATE:
_______________ ________% _____________
INTEREST RATE BASIS: INDEX MATURITY: SPREAD: +____
___ CD Rate ___ Federal Funds -____
___ Commercial Paper ___ 30 days/1 month
Rate ___ 90 days/3 months SPREAD
___ Federal Funds ___ 180 days/6 months MULTIPLIER:
Effective Rate ___ 1 year ______________
___ LIBOR Reuters ___ years
___ LIBOR Telerate
___ Prime Rate INDEX CURRENCY: DATE OF
___ Treasury Rate ________________ COMMENCEMENT OF
___ CMT Rate INTEREST RATE
BASIS (if other
CALCULATION AGENT: DESIGNATED than Original
The Chase LIBOR OR CMT PAGE: Issue Date):
Manhattan Bank __________________ _____________
MAXIMUM INTEREST RATE, INTEREST PAYMENT PERIOD:
IF ANY: _____________ _______________________
(monthly, quarterly or
semi-annually)
MINIMUM INTEREST RATE,
IF ANY: _____________
INTEREST PAYMENT DATES: INTEREST RATE RESET PERIOD:
_______________________ ________________________
_______________________ (daily, weekly, monthly,
_______________________ quarterly, semi-annually or
annually)
INTEREST DETERMINATION INTEREST RESET DATES:
DATES: ________________ __________________________
_______________________ __________________________
_______________________ __________________________
REPAYMENT PROVISIONS, INTEREST CALCULATION DATES:
IF ANY:________________ __________________________
_______________________
REDEMPTION DATES AND PRICES, RECORD DATES:
IF ANY: ________________ ___________________________
OTHER PROVISIONS:
___________________________
[This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of Cede & Co.,
the nominee of The Depository Trust Company (the "Depositary"). This Global
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or it nominee only in the limited circumstances described in
the Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in such limited circumstances. The
Depositary will not sell, assign, transfer or otherwise convey any beneficial
interest in this Global Security unless such beneficial interest is in an amount
equal to an authorized denomination for Securities of this series, and the
Depositary, by its acceptance hereof, agrees to be so bound.]
[Unless this Security is presented by an authorized representative
of the Depositary to The Chase Manhattan Corporation or its agent for
registration of transfer, exchange or payment, and any Security issued is
registered in the name of Cede & Co. or such other name as is requested by an
authorized representative of the Depositary (and any payment is made to Cede &
Co. or such other entity as is requested by an authorized representative of the
Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.]
The Chase Manhattan Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to
[CEDE & CO.]
, or registered assigns, the principal sum of
DOLLARS on the
Maturity Date shown above, and to pay interest thereon at a rate per annum equal
to the Initial Interest Rate shown above until the first Interest Reset Date
shown above following the Original Issue Date shown above and thereafter at a
rate determined in accordance with the provisions below under the
2
heading "Determination of CD Rate", "Determination of Commercial Paper Rate",
"Determination of Federal Funds Effective Rate", "Determination of LIBOR",
"Determination of Prime Rate", "Determination of Treasury Rate" or
"Determination of CMT Rate", depending upon whether the Interest Rate Basis is
CD Rate, Commercial Paper Rate, Federal Funds Effective Rate, LIBOR, Prime Rate,
Treasury Rate or CMT Rate as indicated by the box marked above, until the
principal hereof is paid or duly made available for payment.
The Company will pay interest monthly, quarterly or semi-annually as shown
above under "Interest Payment Period", commencing with the first Interest
Payment Date shown above next succeeding the Original Issue Date, and on the
Maturity Date; provided, however, that if the Original Issue Date is between a
Record Date and an Interest Payment Date, interest payments will commence on the
Interest Payment Date following the next succeeding Record Date; and provided
further, however, that if an Interest Payment Date (other than the Maturity
Date) would fall on a day that is not a Business Day (or in case the Interest
Rate Basis is LIBOR, as indicated by the box marked above, a day that is not a
London Business Day (as defined below)), such Interest Payment Date shall be the
following day that is a Business Day or a London Business Day, as the case may
be, except that if the following London Business Day falls in the next calendar
month, such Interest Payment Date shall be the next preceding day that is a
London Business Day. In the event the Maturity Date falls on a day that is not a
Business Day or London Business Day, as the case may be, payment of principal,
premium, if any, and interest will be paid on the next succeeding Business Day
or London Business Day, as the case may be, with the same force and effect as if
made on the Maturity Date and no interest will accrue from and after the
Maturity Date. Except as provided above and in the Indenture referred to below,
interest payments will be made on the Interest Payment Dates shown above. 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 Security (or one or more predecessor Securities) is registered at the
close of business on the applicable Record Date; provided, however, that
interest payable on the Maturity Date, or upon earlier redemption or repayment,
if any, will be payable to the Person to whom principal shall be payable.
[Funds for the payment of the principal of (and premium, if any) and
interest on this Security on any Interest Payment Date and at the Maturity Date
will be made available to the Paying Agent. As soon as possible thereafter, the
Paying Agent will pay such funds to the Depositary, and the Depositary will
allocate and pay such funds to the owners of beneficial interests of this
Security in accordance with its existing operating procedures.]
This Security is one of a duly authorized issue of subordinated debt
securities of the Company (herein called the
3
"Securities"), of the series hereinafter specified, all issued or to be
issued in one or more series under an Indenture dated as of April 1, 1987, as
amended and restated as of December 15, 1992, and as supplemented by the Second
Supplemental Indenture dated as of October 8, 1996(herein called the
"Indenture"), between the Company and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National Association), as successor
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, obligations, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and Additional Senior Obligations
and the holders of the Securities. Terms defined in the Indenture are used
herein as so defined. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be denominated in
different currencies, may be subject to different sinking funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided. This Security is one of the series designated as the
Floating Rate Subordinated Medium-Term Notes, Series _ of the Company.
The Indebtedness evidenced by the Securities of this series is, to the
extent and in the manner set forth in the Indenture, subordinate and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Company and, under
certain circumstances set forth in the Indenture, all Additional Senior
Obligations of the Company, and each holder of a Security of this series, by
accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.
The following events shall be "Events of Default" with respect to the
Securities of this series: (i) a court having jurisdiction in the premises shall
have entered a decree or order for relief in respect of the Company in an
involuntary case under any applicable bankruptcy, insolvency or reorganization
law now or hereafter in effect of the United States of America or any political
subdivision thereof, and such decree or order shall have continued unstayed and
in effect for a period of sixty consecutive days; or (ii) the Company shall
commence a voluntary case under any applicable bankruptcy, insolvency or
reorganization law now or hereafter in effect of the United States of America or
a political subdivision thereof, or consent to the entry of an order for relief
in an involuntary case under any such law.
In case an Event of Default with respect to the Securities of this series
shall have occurred and be continuing, the principal hereof may be declared, and
upon such declaration shall become,
4
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture. There will be no right of acceleration in the case of
a default in the payment of interest or a default in the performance of any
covenant or agreement in this Security or the Indenture.
The Indenture provides that in the event of a default in the payment of
interest or principal (including the delivery of any Capital Securities in
exchange for Securities) or the performance of any covenant or agreement in the
Securities or the Indenture (each of which is defined in the Indenture to be a
"Default"), the Trustee may, subject to certain limitations and conditions, seek
to enforce payment of such interest or principal (including the delivery of any
Capital Securities in exchange for Securities of this series) or the performance
of such covenant or agreement.
Except as provided herein, this Security is not redeemable prior to the
Maturity Date. If this Security is redeemable, it may be redeemed at the option
of the Company, in whole or in part, upon not less than 30 nor more than 60
days' notice, on the dates or on or after the date set forth above. at the
percentage or percentages of the principal amount set forth above, plus accrued
and unpaid interest to the date fixed for redemption.
Commencing with the first Interest Reset Date specified above following
the Original Issue Date of this Security, the rate at which interest on this
Security is payable shall be adjusted daily, weekly, monthly, quarterly,
semi-annually or annually as shown above under "Interest Rate Reset Period";
provided, however, that the interest rate in effect hereon for the 10 days
immediately prior to the Maturity Date shall be that in effect on the 10th day
preceding the Maturity Date. Each such adjusted rate shall be applicable on and
after the Interest Reset Date to which it relates to but not including the next
succeeding Interest Reset Date or until the Maturity Date, as the case may be.
Subject to applicable provisions of law and except as specified herein,
commencing on each Interest Reset Date, the rate of interest on this Security
shall be the rate determined in accordance with the provisions of the applicable
heading below.
Determination of CD Rate. If the interest rate basis is CD Rate, as
indicated above, said interest shall equal (a) the rate on the Interest
Determination Date specified above for negotiable certificates of deposit having
the Index Maturity specified above (i) 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 of the Board of Governors of the Federal
Reserve System ("H.15(519)"), under the heading "CDs (Secondary Market)", or
(ii) if such rate is not so published by 9:00 A.M., New York City time, on the
Calculation Date (as specified above) pertaining to such Interest Determination
Date, then as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. quotations for U.S.
5
Government Securities" under the heading "Certificates of Deposit" or (b) if
neither of such rates is published by 3:00 P.M., New York City time, on such
Calculation Date, then the rate of interest hereon shall be calculated by the
Calculation Agent and shall be the arithmetic mean (rounded to the nearest .01%
with .005% rounded upwards), as calculated by the Calculation Agent, of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date, of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in New York City selected by the Calculation
Agent for negotiable certificates of deposit of major United States money-center
banks of the highest credit standing (in the market for negotiable certificates
of deposit) with a remaining maturity closest to the Index Maturity (as
specified above) in a denomination of $5,000,000, in each of the above cases
adjusted by the addition or subtraction of the Spread, if any, specified above,
or by multiplication of the Spread Multiplier, if any, specified above;
provided, however, that if fewer than three dealers are quoting as mentioned
above, the interest rate in effect hereon until the Interest Reset Date next
succeeding such Interest Reset Date shall be the rate hereon in effect on the
Interest Determination Date next preceding such Interest Reset Date.
Determination of Commercial Paper Rate. If the Interest Rate basis is
Commercial Paper Rate, as indicated above, said Interest Rate shall equal (a)
the Money Market Yield (as defined herein) on the Interest Determination Date
specified above for commercial paper having the Index Maturity shown above (i)
as published in H.15(519) under the heading "Commercial Paper" or (ii) if such
yield is not so published by 9:00 A.M., New York City time, on the Calculation
Date (as specified above) pertaining to such Interest Determination Date, then
as published by the Federal Reserve Bank of New York in its daily statistical
release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" under
the heading "Commercial Paper", or (b) if neither of such yields is published by
3:00 P.M., New York City time, on such Calculation Date, then the rate of
interest hereon shall be calculated by the Calculation Agent, and shall be the
Money Market Yield of the arithmetic mean (rounded to the nearest .01% with
.005% rounded upward), of the offered rates, as of 11:00 A.M., New York City
time, on such Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity placed for an industrial issuer whose
bond rating is "Aa", or the equivalent, from a nationally recognized statistical
rating organization, in each of the above cases adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above provided, however, that if fewer than
three dealers are quoting, as mentioned above, the interest rate in effect
hereon until the Interest Reset Date next succeeding such Interest Reset Date
shall be the rate hereon in effect on the Interest Determination Date next
preceding such Interest Reset Date.
6
"Money Market Yield" shall be the yield (expressed as a percentage rounded
to the nearest .01% with .005% rounded upward) calculated in accordance with the
following formula:
Money Market Yield = D x 360 x 100
-------------
360 - (D x M)
where "D" refers to the 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.
Determination of Federal Funds Effective Rate. If the Interest Rate Basis
is the Federal Funds Effective Rate, as indicated above, said Interest Rate
shall equal (a) the rate on the Interest Determination Date specified above for
Federal Funds (i) as published in H.15(519) under the heading "Federal Funds
(Effective)" or (ii) if such rate is not so published by 9:00 A.M., New York
City time, on the Calculation Date (as specified above) pertaining to such
Interest Determination Date, then as published by the Federal Reserve Bank of
New York in its daily statistical release "Composite 3:30 P.M. Quotations for
U.S. Government Securities" under the heading "Federal Funds Effective Rate", or
(b) if neither of such rates is published by 3:00 P.M., New York City time, on
such Calculation Date the arithmetic mean (rounded to the nearest .01% with
.005% rounded upwards), as calculated by the Calculation Agent of the rates for
the last transaction in overnight Federal funds arranged by three leading
brokers of Federal funds transactions in The City of New York selected by the
Calculation Agent as of 9:00 A.M., New York City time, on such Interest
Determination Date, in each of the above cases adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above provided, however, that if fewer than
three brokers are quoting as mentioned above, the interest rate in effect hereon
until the Interest Reset Date next succeeding such Interest Reset Date shall be
the rate hereon in effect on the Interest Determination Date next preceding such
Interest Reset Date.
Determination of LIBOR. (a) if the Interest Rate Basis is LIBOR Reuters,
as indicated above, said interest rate shall equal the arithmetic mean (unless
the Designated LIBOR Page by its terms provides only for a single rate, in which
case such single rate shall be used) (as calculated by the Calculation Agent
specified above and rounded to the nearest .01% with .005% rounded upwards) of
offered rates for deposits in the Index Currency having the Index Maturity, each
as shown above, commencing on the second Business Day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market ("London
Business Day") immediately following the Interest Determination Date specified
above, which appear on the Designated LIBOR page as of 11:00 A.M.,
7
London time, on such Interest Determination Date, adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above, or (b) if the Interest Rate Basis is
LIBOR Telerate, as indicated above, said Interest Rate shall equal the rate for
deposits in the Index Currency having the Index Maturity shown above, commencing
on the second London Business Day immediately following the applicable Interest
Determination Date that appears on the Designated LIBOR Page as of 11:00 A.M.
London time, on such Interest Determination Date adjusted by the addition or
subtraction of the Spread, if any, specified above, or by multiplication by the
Spread Multiplier, if any, specified above; provided, however, that if less than
two such offered rates so appear (unless the Designated LIBOR Page corresponding
to the Interest Rate Basis specified above by its terms provides only for a
single rate in which case such single rate shall be used) or no rate appears, as
applicable, the Calculation Agent shall request the principal London office of
each of four major banks in the London interbank market selected by the
Calculation Agent to provide a quotation of the rate offered to prime banks in
the London interbank market at approximately 11:00 A.M., London time, on such
Interest Determination Date on deposits in the Index Currency having the Index
Maturity, each as specified above, commencing on the second London Business Day
immediately following such Interest Determination Date and in a principal amount
that is representative for a single transaction in such market at such time and
such rate of interest hereon shall equal the arithmetic mean (rounded to the
nearest .01% with .005% rounded upwards) of (a) such quotations, if at least two
quotations are provided, or (b) if less than two quotations are provided, the
rates quoted at approximately 11:00 A.M., New York City time, on such Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent, for loans in the Index Currency to leading European banks
having the Index Maturity specified above commencing on the second London
Business Day immediately following such Interest Determination Date and in a
principal amount that is representative for a single transaction in such market
at such time, in either case, adjusted by the addition or subtraction of the
Spread, if any, specified above, or by multiplication by the Spread Multiplier,
if any, specified above, provided, however, that if fewer than three banks are
quoting as mentioned above, the interest rate in effect hereon until the
Interest Reset Date next succeeding the Interest Reset Date to which such
Interest Determination Date relates shall be the rate in effect hereon on the
Interest Determination Date next preceding such Interest Reset Date.
Determination of Prime Rate. If the Interest Rate Basis is Prime Rate, as
indicated above, said Interest Rate shall equal (a) the rate on the Interest
Determination Date specified above as the prime rate or base lending rate (i) as
published in H.15(519) under the heading "Bank Prime Loan" or (ii) if such rate
is not published by 9:00 A.M., New York City time, on the Calculation
8
Date (as specified above) pertaining to such Interest Determination Date, then
the rate of interest hereon shall be calculated by the Calculation Agent and
shall be the arithmetic mean (rounded to the nearest .01%, with .005% rounded
upwards) of the rates of interest publicly announced by each bank that appears
on the Reuters Screen US Prime 1 Page (as defined below) as such bank's prime
rate or base lending rate for such Interest Determination Date or (b)if fewer
than four such rates appear on the Reuters Screen US Prime 1 Page on such
Interest Determination Date, the arithmetic mean (rounded to the nearest .01%
with .005% rounded upwards) of the prime rates or base lending 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 Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent, in each of the
above cases adjusted by the addition or subtraction of the Spread, if any,
specified above, or by multiplication by the Spread Multiplier, if any,
specified above; provided, however, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as mentioned above, the interest
rate in effect until the Interest Reset Date next succeeding such Interest Reset
Date shall be the rate hereon in effect on the Interest Determination Date next
preceding such Interest Reset Date. "Reuters Screen US Prime 1 Page" means the
display page designated as page "US Prime 1" on the Reuters Monitor Money Rates
Service (or such other page as may replace the US Prime 1 page on that service)
for the purpose of displaying prime rates or base lending rates of major United
States banks.
Determination of Treasury Rate. If the Interest Rate Basis is Treasury
Rate, as indicated above, said Interest Rate shall equal (a) the rate on the
Interest Determination Date specified above for the most recent auction of
direct obligations of the United States ("Treasury Bills") having the Index
Maturity shown above, (i) as published in H.15(519) under the heading "U.S.
Government Securities -- Treasury bills -- auction average" or (ii) if such rate
is not so published by 9:00 A.M., New York City time, on the Calculation Date
(as specified above) pertaining to such Interest Determination Date, such
auction average rate (expressed as a bond equivalent rounded to the nearest .01%
with .005% rounded upward on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced by the United
States Department of the Treasury or (b) if neither of such rates is published
or announced, as the case may be, by 3:00 P.M., New York City time, on such
Calculation Date, or if no such auction is held in a particular week, then the
rate of interest hereon shall be calculated by the Calculation Agent and shall
be a yield to maturity (expressed as a bond equivalent, rounded to the nearest
.01% with .005% rounded upward, on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Interest Determination Date, of three leading primary United
9
States government securities dealers selected by the Calculation Agent, for the
issue of Treasury bills with a remaining maturity closest to the Index Maturity
shown above, in each of the cases above adjusted by the addition or subtraction
of the Spread, if any, specified above, or by multiplication by the Spread
Multiplier, if any, specified above; provided, however, that if fewer than three
dealers are quoting as mentioned in this sentence, interest rate hereon with
respect to such Interest Determination Date shall be the rate in effect hereon
with respect to the next preceding Interest Determination Date.
Determination of CMT Rate. If the Interest Rate Basis is CMT Rate, as
indicated above, said Interest Rate shall equal, in each case adjusted by the
addition or the subtraction of the Spread, if any, specified above, or by
multiplication by the Spread Multiplier, if any, specified above, (a) the rate
on the Interest Determination Date specified above 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 Index Maturity shown above for (i) if the Designated CMT
Telerate Page is 7055, the rate on such 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 Interest Determination
Date occurs, or (b) 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 Interest Determination Date will be such
treasury constant maturity rate for the Index Maturity as published in H.15(519)
or (c) 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
Interest Determination Date will be such treasury constant maturity rate for the
Index Maturity (or other United States Treasury rate for the Index Maturity) for
the Interest Determination Date with respect to such Interest Rate Reset Period
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 H.15(519), provided, however, if
such information is not provided by 3:00 P.M., New York City time, on the
related Calculation Date, then the CMT Rate for the Interest Determination Date
will be calculated by the Calculation Agent and will be a yield to maturity,
based on the arithmetic mean (rounded to the nearest .01% with .005% rounded
upwards) of the secondary market offered rates as of approximately 3:30 P.M.,
New York City time, on the Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New York selected
by the Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the
10
highest) and the lowest quotation (or, in the event of equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate obligations
of the United States ("Treasury Notes") with an original maturity of
approximately the Index Maturity and a remaining term to maturity of not less
than such Index Maturity minus one year, provided, however, if the Calculation
Agent cannot obtain three such Treasury Note quotations, the CMT Rate for such
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean (rounded to the nearest .01%
with .005% rounded upwards) of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on the Interest Determination Date
of three Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest to the Index
Maturity and a remaining term to maturity closest to the Index Maturity and in
an amount of at least U.S. $100 million, provided, however, 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 (rounded to the nearest .01%
with .005% rounded upwards) of the offered rates 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
Interest Determination Date. If two Treasury Notes with an original maturity as
described in the third preceding sentence have remaining terms to maturity
equally close to the Index Maturity, 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 the Dow Jones Telerate
Service (or any successor service) on the page specified above (or any other
page as may replace such page on such service), for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519) or, if no such page is
specified above, page 7052.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. In addition, the interest rate hereon
shall in no event be higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general application. The
Calculation Agent shall calculate the interest rate hereon in accordance with
the foregoing on or before each Calculation Date. At the request of the Holder
hereof, the Calculation Agent will provide to the Holder hereof the interest
rate hereon then in effect and, if determined, the interest rate which will
become effective as of the next Interest Reset Date.
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Unless otherwise indicated above, if the interest rate with respect to
this Security resets monthly, quarterly, semi-annually or annually, each
interest payment on this Security will include interest accrued from and
including the Original Issue Date or the last date to which interest has been
paid and to but excluding the applicable Interest Payment Date or the Maturity
Date. Unless otherwise indicated above, if the interest rate with respect to
this Security resets daily or weekly, each interest payment on any Interest
Payment Date will include interest accrued from and including the Original Issue
Date or from but excluding the last date in which respect interest has been paid
and to and including the Record Date preceding the applicable Interest Payment
Date, or to but excluding the Maturity Date. Accrued interest hereon from the
Original Issue Date or from the last date to which interest hereon has been
paid, as the case may be, shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued interest factor shall
be computed by adding the interest factor calculated for each day from the
Original Issue Date or from the last date to which interest shall have been
paid, as the case may be, to the date for which accrued interest is being
calculated. Unless otherwise indicated above, the interest factor (expressed as
a decimal rounded to the nearest ten-thousandth, with five hundred-thousandths
rounded upwards) for each such day shall be computed by dividing the interest
rate (expressed as a decimal rounded to the nearest ten-thousandth, with five
hundred-thousandths rounded upwards) applicable to such day by 360 if the
Interest Rate Basis is the CD Rate, Commercial Paper Rate, Federal Funds
Effective Rate, LIBOR or Prime Rate, as indicated above, or by the actual number
of days in the year if the Interest Rate Basis is the Treasury Rate or CMT Rate,
as indicated above. Notwithstanding the foregoing, interest hereon prior to the
date of commencement of Interest Rate Basis (if other than the Original Issue
Date) indicated above shall be calculated on the basis of a year of 360 days
consisting of twelve 30-day months.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of a majority in aggregate principal amount of
the Securities at the time outstanding of each series to be affected, evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the holders of the Securities of each such series; provided, however,
that no such supplemental indenture shall, without the consent of the holder of
each Security affected thereby, (i) change the stated maturity date of the
principal of, or any installment of principal of or interest on any Security,
(ii) reduce the principal amount of, or the interest (or premium, if any) on,
any Security, (iii) reduce the portion of the principal amount of an original
issue discount Security payable upon acceleration of the maturity thereof, (iv)
12
reduce any amount payable upon redemption of any Security, (v) change the place
or places where, or the coin or currency in which, any Security or any premium
or the interest thereon is payable, (vi) change the definition of "Market Value"
set forth in the Indenture, (vii) impair the right of any holder of Securities
of any series to receive on any Exchange Date for Securities of such series
Capital Securities with a Market Value equal to that required by the terms of
the Securities, (viii) impair the right of any holders of Securities of a series
entitled to the conversion rights described in the Indenture to receive shares
of Common Stock, securities or other property upon the exercise of such
conversion rights, (ix) impair the right of a holder to institute suit for the
enforcement of any payment on or with respect to any Security (including any
right of redemption at the option of the holder of such Security), or for the
delivery of Capital Securities in exchange for Securities pursuant to the terms
of the Indenture, or to require the Company to sell Capital Securities in a
Secondary Offering pursuant to the terms of the Indenture or to deliver Common
Stock, securities or other property upon conversion of Securities pursuant to
the terms of the Indenture, (x) reduce the aforesaid percentage of Securities of
any series the holders of which are required to consent to any such supplemental
indenture or reduce the percentage of securities of any series the holders of
which are required to waive any past Default or Event of Default, as described
in the next following sentence, or (xi) modify the foregoing provisions of
clauses (i) through (x). It is also provided in the Indenture that, prior to any
declaration accelerating the maturity of the Securities of any series, the
holders of a majority in aggregate principal amount of the Securities of that
series at the time outstanding may on behalf of the holders of all Securities of
that series waive any past Default or Event of Default under the Indenture and
its consequences except a Default in the payment of the principal of (or
premium, if any) or interest, if any, on the Securities of that series (or in
the delivery of Capital Securities in exchange for any Securities of that series
when required). Any such consent or waiver by the holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such holder and upon all future holders and owners of this Security and any
Security which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation in regard thereto is made upon this Security or
such other Security.
Subject to the rights of holders of Senior Indebtedness and Additional
Senior Obligations of the Company set forth in this Security and the Indenture
referred to above, 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 places, at the respective
times, at the rates and in the coin or currency herein prescribed.
13
Unless otherwise indicated herein, the Securities of this series are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple of $1,000. In the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge,
Securities of this series may be exchanged for an equal aggregate principal
amount of Securities of this series of other authorized denominations at the
office or agency of the Company for such exchange in the Borough of Manhattan,
The City of New York.
Subject to the limitations set forth in the Indenture and herein, upon due
presentment for registration of transfer of this Security at the office or
agency of the Company for such registration in the Borough of Manhattan, The
City of New York, a new Security or Securities of this series of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange herefor without charge except for any tax or other
governmental charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the registered holder hereof as the absolute owner of this Security
(whether or not this Security shall be overdue and notwithstanding any notation
of ownership or any writing hereon) for the purpose of receiving payment of or
on account of the principal hereof (and premium, if any, hereon), and subject to
the provisions herein, interest hereon and for all other purposes, and neither
the Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary. All payments made to or upon
the order of such registered holder shall, to the extent of the sum or sums
paid, effectually satisfy and discharge the Company's liability for moneys
payable on this Security.
No recourse for the payment of the principal of (or premium, if any) or
interest on this Security or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in this
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company, or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released by each holder of this Security.
14
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
This Security shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Trustee under the Indenture referred to above or an Authenticating Agent, by
manual signature.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed by its duly authorized officers and has caused its corporate seal,
or a facsimile thereof, to be affixed hereto..
THE CHASE MANHATTAN CORPORATION
By:
---------------------------------
Name:
Title:
[SEAL] Attest:
------------------------------
Name:
Title:
CERTIFICATE OF AUTHENTICATION:
This is one of the Securities issued under the Indenture described herein.
U.S. Bank Trust National Association, as Trustee
By: The Chase Manhattan Bank
as Authenticating Agent
By:
---------------------------
Authorized Signer
15
ABBREVIATIONS
The following abbreviations, when used in the inscription on 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
TEN ENT--as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT--.............Custodian...........................
(Cust) (Minor)
under Uniform Gifts to Minors Act
.................................
(State)
Additional abbreviations may also be used though not in the above list.
16
-----------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
_____________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ___________________________________________
______________________________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated: ___________________ _________________________
_________________________
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever.
SIGNATURE GUARANTEED: __________________________
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution
(e.g., banks, securities brokers or dealers, credit unions, national securities
exchanges and savings associations) which is a member of or participant in a
signature guarantee program recognized by the Security Registrar pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.
17