Exhibit 99.2
AMENDED AND RESTATED GLOBAL AGENCY AGREEMENT
dated as of March 31, 2004
among
SUNTRUST BANK,
as Issuer,
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Domestic Paying Agent and Registrar,
DEUTSCHE BANK AG LONDON,
as London Paying Agent and London Issuing Agent,
DEUTSCHE BANK LUXEMBOURG S.A.,
as Luxembourg Paying Agent and Luxembourg Transfer Agent,
and
KREDIETBANK S.A. LUXEMBOURGEOISE,
as Listing Agent
TABLE OF CONTENTS
Page
----
SECTION 1.
Definitions and Interpretation..................................2
SECTION 2.
Appointment of Agents...........................................6
SECTION 3.
Supply of Notes; Authorized Representatives.....................7
SECTION 4.
Issuance Instructions...........................................8
SECTION 5.
Issue of Registered Global Notes................................8
SECTION 6.
Issue of Temporary Bearer Global Notes.........................10
SECTION 7.
Issue of Permanent Bearer Global Notes.........................10
SECTION 8.
Issue of Definitive Bearer Notes...............................11
SECTION 9.
Issue of Definitive Registered Notes...........................11
SECTION 10.
Exchanges......................................................12
SECTION 11.
Note Register; Registration, Transfer and Exchange;
Persons Deemed Owners..........................................13
SECTION 12.
Terms of Issue.................................................15
SECTION 13.
Payments.......................................................16
SECTION 14.
Determination and Notifications with respect to Notes..........17
SECTION 15.
Notice of any Withholding or Deduction.........................18
SECTION 16.
Redemption of Notes............................................18
SECTION 17.
Repayment of Notes.............................................20
SECTION 18.
Notices to Holders.............................................20
SECTION 19.
Cancellation of Notes, Receipts, Coupons and Talons............21
SECTION 20.
Issue of Replacement Notes, Receipts, Coupons and Talons.......22
SECTION 21.
Copies of This Agreement and Each Pricing Supplement
Available for Inspection.......................................24
SECTION 22.
Commissions and Expenses.......................................24
SECTION 23.
Indemnity......................................................24
SECTION 24.
Repayment by the Paying Agents.................................25
SECTION 25.
Conditions of Appointment......................................25
SECTION 26.
Communication Between the Parties..............................26
SECTION 27.
Changes in Agents..............................................26
SECTION 28.
Merger and Consolidation.......................................28
SECTION 29.
Notifications..................................................28
SECTION 30.
Change of Specified Office.....................................28
SECTION 31.
Notices........................................................28
SECTION 32.
Taxes and Stamp Duties.........................................28
SECTION 33.
Currency Indemnity.............................................29
SECTION 34.
Amendments.....................................................29
SECTION 35.
References to Additional Amounts...............................30
SECTION 36.
Descriptive Headings...........................................30
SECTION 37.
Governing Law..................................................30
SECTION 38.
Counterparts...................................................30
i
Exhibits
EXHIBIT A -
Form of Registered Global Note
EXHIBIT B -
Form of Definitive Registered Note
EXHIBIT C -
Form of Temporary Bearer Global Note
EXHIBIT D -
Form of Permanent Bearer Global Note
EXHIBIT E -
Form of Definitive Bearer Note
EXHIBIT F -
Form of Coupon
EXHIBIT G -
Form of Talon
EXHIBIT H -
Form of Receipt
EXHIBIT I -
Form of Amended and Restated Interest Calculation Agency Agreement
EXHIBIT J -
Form of Amended and Restated Exchange Rate Agent Agreement
EXHIBIT K -
Form of Reverse of Note
ii
AMENDED AND RESTATED GLOBAL AGENCY AGREEMENT, dated as of March 31,
2004
among:
(i) SUNTRUST BANK, a bank organized under the laws of the State of
Georgia
(the "Bank") as issuer;
(ii) Deutsche Bank Trust Company Americas, as registrar (the
"Registrar")
and paying agent (the "Domestic Paying Agent"), which expressions
shall also
include any successors appointed in accordance with Section 27 of
this
Agreement;
(iii) Deutsche Bank Aktiengesellschaft, a corporation domiciled in
Frankfurt am Main, Germany, operating in the United Kingdom under
branch number
BR000005, acting through its London branch at Winchester House, 1
Great
Winchester Street, London EC2N 2DB ("Deutsche Bank AG London"),
acting as London
paying agent (the "London Paying Agent") and London issuing agent
(the "London
Issuing Agent"), which expressions shall also include any
successors appointed
in accordance with Section 27 of this Agreement;
(iv) Deutsche Bank Luxembourg S.A., (the "Luxembourg Agent"), in
its
capacity as transfer agent (the "Transfer Agent") and as Luxembourg
paying agent
(the "Luxembourg Paying Agent" and, together with the London Paying
Agent and
the Domestic Paying Agent, the "Paying Agents" and each
individually, a "Paying
Agent"), which expressions shall include any successors appointed
in accordance
with Section 27 of this Agreement; and
(v) Kredietbank S.A. Luxembourgeoise, as listing agent (the
"Listing
Agent"), which expressions shall also include any successors
appointed in
accordance with Section 27 of this Agreement.
WHEREAS:
A. The Bank has established the Global Bank Note Program described
in the
Offering Circular, dated the date hereof (as such document may
hereafter be
amended, supplemented or replaced by the Bank, including the
material
incorporated therein by reference, the "Offering Circular"), which
will be
supplemented by one or more pricing supplements (each a
"Supplement") setting
forth additional terms and conditions of Bank Notes, pursuant to
which the Bank
may from time to time issue up to US$20,000,000,000 (or the
equivalent thereof
in other currencies) aggregate principal amount (whether issued
prior to or on
or after the date hereof) at any one time outstanding of its Bank
Notes (the
"Notes");
B. In connection with the Global Bank Note Program, the Bank
entered into a
Global Agency Agreement, dated as of November 8, 2000 (the
"Existing Global
Agency Agreement"), which the Bank wishes to amend and restate
pursuant to
Section 34 of the Existing Global Agency Agreement as hereinafter
provided;
C. Pursuant to Section 34 of the Existing Global Agency Agreement,
the Bank
has determined that the amendment and restatement of the Global
Agency Agreement
shall not have a material adverse effect on the Noteholders; and
D. The Offering Circular sets forth the duties and obligations of
certain
agents with respect to the Notes.
NOW, THEREFORE, in consideration of the premises, and of the mutual
covenants, representations, warranties and agreements contained
herein, the
parties agree as follows:
SECTION 1. Definitions and Interpretation.
(a) The following terms shall have the following meanings:
"Agents" means the collective reference to the Paying Agents, the
Registrar, the London Issuing Agent, the Transfer Agent and the
Listing Agent;
"Authorized Representative" has the meaning assigned in Section
3(b) of
this Agreement;
"Bearer Notes" means those Notes which are for the time being in
bearer
form;
"Business Day" means, unless otherwise specified in the applicable
Pricing
Supplement, a day which is both:
(a) a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets settle payments and are open for
general business (including dealings in foreign exchange and
foreign
currency deposits) in The City of New York, Atlanta, Georgia and
London; and
(b) either (i) in relation to Notes denominated in a Specified
Currency other than Euro, a day on which commercial banks and
foreign
exchange markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency
deposits)
in the Principal Financial Center of the country of the relevant
Specified Currency (if other than London or The City of New York)
or
(ii) in relation to Notes denominated in Euro, a day (other than a
Saturday or a Sunday) on which the TARGET System or any successor
thereto is open;
"Clearstream, Luxembourg" means Clearstream Banking, societe
anonyme or any
successor thereto;
"Coupon" means an interest coupon attached on issue to any
interest-bearing
Definitive Bearer Note, such coupon being substantially in the form
set out in
Exhibit F hereto or in such other form as may be agreed among the
parties
hereto, and includes, where applicable, the Talon(s) appertaining
thereto;
"Couponholders" means the several persons who are from time to time
holders
of Coupons;
"Defaulted Note" shall have the meaning ascribed thereto in Section
12(d)
of this Agreement;
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"Definitive Bearer Note" means a definitive Bearer Note
substantially in
the form set out in Exhibit E hereto or in such other form as may
be agreed by
the parties hereto, in each case issued or to be issued by the Bank
pursuant to
this Agreement in exchange for the whole or a part of a Permanent
Bearer Global
Note;
"Definitive Notes" means Definitive Bearer Notes and/or, as the
context
requires, Definitive Registered Notes;
"Definitive Registered Note" means a definitive Registered Note
substantially in the form set out in Exhibit B or in such other
form as may be
agreed by the parties hereto;
"Distribution Agent" means each of the entities appointed as agents
from
time to time pursuant to the Distribution Agreement and notice of
whose
appointment is given to the Agents;
"Distribution Agreement" means the agreement dated the date hereof
among
the Bank and the agents listed on Schedule 1 thereto concerning the
sale of
Notes to be issued by the Bank, and includes any amendment or
supplement
thereto;
"DTC" means The Depository Trust Company in New York, New York;
"DTC Global Note" means a Registered Global Note deposited with a
custodian
for, and registered in the name of a nominee of, DTC;
"DTC Letters of Representations" means the letters of
representations among
the Bank, the Domestic Paying Agent and DTC;
"Euro" means the currency introduced at the start of the third
stage of
European Economic and Monetary Union pursuant to the Treaty
establishing the
European Communities, as amended;
"Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear
System or any successor thereto;
"Euroclear/Clearstream, Luxembourg Global Note" means a Registered
Global
Note deposited with a common depositary for, and registered in the
name of a
nominee of, Euroclear and/or Clearstream, Luxembourg;
"Global Note" means a Registered Global Note, a Temporary Bearer
Global
Note or a Permanent Bearer Global Note;
"London Business Day" shall have the meaning ascribed thereto in
Section
14(b) of this Agreement;
"Note Register" shall have the meaning ascribed thereto in Section
11(a) of
this Agreement;
"Noteholders" means the several persons who are for the time being
holders
of outstanding Notes (being, in the case of any Bearer Note, the
bearer thereof
and, in the case of
3
any Registered Note, the registered owner thereof as reflected in
the Note
Register), except that for so long as any of the Notes are
represented by a
Global Note, each person who is for the time being shown in the
records of
Euroclear and/or Clearstream, Luxembourg as the holder of a
particular principal
amount of such Notes (other than Clearstream, Luxembourg if
Clearstream,
Luxembourg shall be an account holder of Euroclear and other than
Euroclear if
Euroclear shall be an account holder of Clearstream, Luxembourg)
(in which
regard any certificate or other document issued by Euroclear and
Clearstream,
Luxembourg as to the principal amount of such Notes standing to the
account of
any person shall be conclusive and binding for all purposes except
in the case
of manifest error) shall be treated by the Bank and the Agents as a
holder of
such principal amount of such Notes for all purposes other than for
the payment
of principal, premium (if any) and interest on such Notes, the
right to which
shall be vested, as against the Bank and the Agents, solely in the
bearer of the
Global Note in accordance with and subject to its terms (and the
expressions
"Noteholder," "holder of Notes" and related expressions shall be
construed
accordingly);
"Offering Circular" has the meaning assigned in the recitals to
this
Agreement;
"Optional Repayment Date" shall have the meaning ascribed thereto
in
Section 17(a) of this Agreement;
"Original Issue Date" means, with respect to any Note, the original
date of
issue of such Note, being in the case of any Definitive Note, the
date of issue
of the Registered Global Note, Temporary Bearer Global Note or
Permanent Bearer
Global Note, as the case may be, which initially represented such
Note;
"Outstanding" means, at any particular time, all Notes theretofore
issued
other than:
(1) those which have been redeemed in full in accordance with their
terms and with this Agreement;
(2) those with respect to which the redemption date in accordance
with
their terms has occurred and the redemption monies therefor
(including any
premium and all interest (if any) accrued thereon to the redemption
date
and any interest (if any) payable after such date) have been duly
paid to
or deposited to the account of a Paying Agent as provided herein
(and,
where appropriate, notice has been given to the Noteholders in
accordance
with the terms thereof and Section 18) and remain available for
payment;
(3) those which have become void in accordance with their terms;
(4) those which have been canceled;
(5) those mutilated or defaced Notes which have been surrendered in
exchange for replacement Notes in accordance with their terms;
(6) (for the purposes only of determining the aggregate principal
amount of Notes outstanding and without prejudice to the status of
any Note
for any other purpose) those Notes alleged to have been lost,
stolen or
destroyed and with respect to which replacement Notes have been
issued in
accordance with their terms; and
4
(7) Temporary Bearer Global Notes to the extent that they shall
have
been duly exchanged for Permanent Bearer Global Notes or Definitive
Bearer
Notes, Permanent Bearer Global Notes to the extent that they shall
have
been duly exchanged for Definitive Bearer Notes or Registered
Global Notes,
Definitive Bearer Notes to the extent that they shall have been
duly
exchanged for Registered Global Notes, and Registered Global Notes
to the
extent that they shall have been duly exchanged for Definitive
Registered
Notes, in each case pursuant to their respective terms;
"Partly Paid Notes" means Notes the issue price of which is payable
in two
or more installments;
"Payment Time" shall have the meaning ascribed thereto in Section
13(a) of
this Agreement;
"Permanent Bearer Global Note" means a global Bearer Note
substantially in
the form set out in Exhibit D hereto or in such other form as may
be agreed by
the parties hereto, in each case comprising Notes issued or to be
issued by the
Bank in exchange for the whole, but not the part, of a Temporary
Bearer Global
Note;
"Pricing Supplement" means the pricing supplement prepared by the
Bank in
relation to a particular Tranche of Notes (substantially in the
form of Annex A
to the Offering Circular) as a supplement to the Offering Circular;
"Principal Financial Center" means (i) the capital city of the
country
issuing the Specified Currency or (ii) the capital city of the
country to which
the Designated LIBOR Currency, if applicable, relates, except, in
each case,
that with respect to U.S. dollars, Australian dollars, Canadian
dollars, euros,
South African rand and Swiss francs, the "Principal Financial
Center" shall be
The City of New York, Sydney, Toronto, The City of London (solely
in the case of
the Designated LIBOR Currency), Johannesburg and Zurich,
respectively.
"Procedures Memorandum" means the Administrative Procedures
attached as an
exhibit to the Distribution Agreement;
"Program" means the Global Bank Note Program described in the
Offering
Circular;
"Receipt" means a receipt attached on issue to a Definitive Bearer
Note
redeemable in installments for the payment of installments of
principal, such
receipt being substantially in the form set out in Exhibit H hereto
or in such
other form as may be agreed by the parties hereto;
"Registered Global Note" means a global Registered Note
substantially in
the form set out in Exhibit A hereto or in such other form as may
be agreed by
the parties hereto;
"Registered Note" means a Registered Global Note and/or, as the
context
requires, a Definitive Registered Note;
"Series" means all Notes which are denominated in the same currency
and
which have the same Stated Maturity Date, interest payment basis
and Interest
Payment Dates, if any, (all as indicated in the applicable Pricing
Supplement)
and the terms of which, except for the Original
5
Issue Date and/or the issue price (each as indicated as aforesaid),
are
otherwise identical, including whether the Notes are listed, quoted
and/or
traded on a particular securities exchange;
"Stock Exchange" means the Luxembourg Stock Exchange or any other
stock
exchange(s), competent listing authority and/or quotation system on
which any
Notes may from time to time be listed, quoted and/or traded and
reference in
this Agreement to the "relevant Stock Exchange" shall, in relation
to any Notes,
be reference to the Stock Exchange on which such Notes are from
time to time, or
will be, listed, quoted and/or traded;
"Talons" means the talons, if any, for further Coupons appertaining
to an
interest-bearing Definitive Bearer Note, each such talon being
substantially in
the form set out in Exhibit G hereto or in such other form as may
be agreed by
the parties hereto;
"TARGET System" means the Trans-European Automated Real-Time Gross
Settlement Express Transfer System, or any successor thereto;
"Temporary Bearer Global Note" means a global Bearer Note
substantially in
the form set out in Exhibit C hereto or in such other form as may
be agreed by
the parties hereto;
"Tranche" means all Notes of the same Series with the same Original
Issue
Date and the same issue price; and
"US$" and "U.S. Dollars" means the lawful currency for the time
being of
the United States.
(b) Terms and expressions defined in the Notes and the Offering
Circular
shall have the same meanings in this Agreement, except where the
context
requires otherwise.
(c) Any references to Notes shall, unless the context otherwise
requires,
include any Temporary Bearer Global Notes, Permanent Bearer Global
Notes,
Registered Global Notes, Definitive Bearer Notes and Definitive
Registered
Notes.
(d) The Existing Global Agency Agreement shall be amended and
restated as
set forth in this Agreement. Any Notes issued on or after the date
of this
Agreement shall be issued pursuant to this Agreement. This does not
affect any
Notes issued by the Bank prior to the date of this Agreement.
Subject to such
amendment and restatement, the Existing Global Agency Agreement
shall continue
in full force and effect as to Notes issued prior to the date of
this Agreement.
SECTION 2. Appointment of Agents.
(a) Deutsche Bank Trust Company Americas is hereby appointed as
agent of
the Bank, to act as Registrar and Domestic Paying Agent for
purposes specified
in this Agreement and all matters incidental thereto, including,
inter alia,
completing, authenticating and issuing Notes, upon the terms and
subject to the
conditions specified herein and in the Notes.
6
(b) Deutsche Bank AG London is hereby appointed as agent of the
Bank, to
act as London Paying Agent and London Issuing Agent for the
purposes specified
in this Agreement and all matters incidental thereto, including,
inter alia,
completing, authenticating and issuing Notes, upon the terms and
subject to the
conditions specified herein and in the Notes.
(c) Deutsche Bank Luxembourg S.A. is hereby appointed, as agent of
the
Bank, to act as Luxembourg Paying Agent and Transfer Agent for the
purposes
specified in this Agreement and all matters incidental thereto,
upon the terms
and subject to the conditions specified herein and in the Notes.
(d) Kredietbank S.A. Luxembourgeoise is hereby appointed, as agent
for the
Bank, to act as Listing Agent for the purposes specified in this
Agreement and
all matters incidental thereto, upon the terms and subject to the
conditions
specified herein and in the Notes. The Listing Agent shall make all
necessary
filings with the Luxembourg Stock Exchange to maintain the listing
of the
applicable Notes on such exchange and carry out such other
communications and
acts necessary in connection therewith.
(e) Each of the Agents shall have the powers and authority granted
to and
conferred upon them, specifically, in the Notes and hereunder to
act on behalf
of the Bank and such further powers and authority to act on behalf
of the Bank
as may be mutually agreed upon in writing.
(f) The obligations of the Agents shall be several, but not joint.
(g) Pursuant to the Amended and Restated Interest Calculation
Agency
Agreement set forth in Exhibit I hereto and the Amended and
Restated Exchange
Rate Agency Agreement set forth in Exhibit J hereto, Deutsche Bank
Trust Company
Americas has been appointed:
(i) Calculation Agent, for the purpose of calculating any variable
interest rates or other bases for determining the payment of
interest,
premium or principal with respect to the Notes from time to time
pursuant
to the Amended and Restated Interest Calculation Agent Agreement;
and
(ii) Exchange Rate Agent, for the purpose of determining exchanges
of
currencies of such payments from time to time pursuant to the
Amended and
Restated Exchange Rate Agency Agreement.
Notwithstanding the foregoing, the Bank may appoint a different
Calculation
Agent for any Series of Notes (which may be the Bank or any
affiliate thereof or
a Distribution Agent purchasing such Notes or an affiliate
thereof). The
relevant Pricing Supplement will set forth the name of the
Calculation Agent, if
any, for such Series.
SECTION 3. Supply of Notes; Authorized Representatives.
(a) The Bank shall from time to time deliver or cause to be
delivered to
the Registrar a supply of blank Registered Global Notes and to the
London
Issuing Agent a supply of blank Temporary Bearer Global Notes,
Permanent Bearer
Global Notes and Registered Global Notes of the Bank as the Bank
shall
determine. Each Note shall have been executed by the manual or
facsimile
signature of an Authorized Representative (as defined in Section
3(b)) of the
Bank.
7
The Registrar or the London Issuing Agent, as the case may be, will
acknowledge
receipt of the Notes delivered to it and will hold such blank Notes
in
safekeeping in accordance with its customary practice and shall
complete,
authenticate and deliver such Notes in accordance with the
provisions hereof.
(b) From time to time, the Bank shall provide the Registrar and the
London
Issuing Agent with a certificate executed by an officer of the Bank
certifying
the incumbency and specimen signatures of those officers of the
Bank authorized
to execute Notes on behalf of the Bank by manual or facsimile
signature and to
give instructions and notices on behalf of the Bank hereunder (each
an
"Authorized Representative" and collectively, the "Authorized
Representatives").
Until the Registrar or the London Issuing Agent receives a
subsequent
certificate, the Registrar and the London Issuing Agent shall be
entitled to
conclusively rely on the last such certificate delivered to them
for the
purposes of determining the identities of Authorized
Representatives of the
Bank. Any Note bearing the manual or facsimile signatures of
persons who are
Authorized Representatives of the Bank on the date such signatures
are affixed
shall bind the Bank after the completion, authentication and
delivery thereof by
the Registrar or the London Issuing Agent, as the case may be,
notwithstanding
that such persons shall have ceased to hold office on the date such
Note is so
completed, authenticated and delivered by the Registrar or the
London Issuing
Agent, as the case may be.
SECTION 4. Issuance Instructions.
All instructions regarding the completion, authentication and
delivery of
Notes shall be given by an Authorized Representative by facsimile
transmission
or by other acceptable written means in accordance with the
Procedures
Memorandum. In addition, the Distribution Agent who has arranged to
purchase or
procure the purchase of Notes from the Bank shall notify the London
Issuing
Agent or Registrar, as the case may be, by facsimile transmission
or by other
acceptable written means no later than 3:00 p.m. London time in the
case of the
London Issuing Agent or, in the case of the Registrar, 3:00 p.m.
New York City
time, three Business Days prior to the proposed issue date, that
payment by the
Distribution Agent to the Bank of the purchase price of any Note
has been or
will be duly made and (if applicable) of details of the securities
account to
which payment is to be made.
SECTION 5. Issue of Registered Global Notes.
(a) Upon (x) receipt of instructions from an Authorized
Representative in
accordance with Section 4 hereof and the Procedures Memorandum
regarding the
completion, authentication and delivery of one or more Registered
Global Notes
or (y) the occurrence of any event which pursuant to the terms of a
Permanent
Bearer Global Note, Temporary Registered Global Note or Definitive
Bearer
Note(s) requires the issuance of a Registered Global Note, the
Registrar (in the
case of DTC Global Notes) or the London Issuing Agent (in the case
of
Euroclear/Clearstream, Luxembourg Global Notes) shall cause to be
withdrawn from
safekeeping the necessary and applicable Registered Global Note(s)
and, in
accordance with such written instructions, shall:
(i) complete such Registered Global Note(s);
(ii) attach the relevant Pricing Supplement as supplied by the
Bank;
8
(iii) register such Registered Global Note(s) in the name of Cede
&
Co., or another nominee of DTC, and/or in the name of a nominee of
Euroclear and/or Clearstream, Luxembourg, as specified in such
instructions;
(iv) authenticate such Registered Global Note(s); and
(v)
(A) deliver, in accordance with the Procedures Memorandum,
such Registered Global Note(s) to a custodian of DTC in
accordance with such instructions against receipt from the
custodian of confirmation that such custodian is holding the
Registered Global Note(s) so delivered in safe custody for the
account of DTC and instruct DTC to credit the Notes represented
by such Registered Global Note(s), unless otherwise agreed in
writing between the Registrar and the Bank, to the Registrar's
participant account at DTC; and/or
(B) deliver, in accordance with the Procedures Memorandum, such
Registered Global Note(s) to the specified common depositary of
Euroclear and Clearstream, Luxembourg in accordance with such
instructions against receipt from the common depositary of
confirmation that such common depositary is holding the
Registered Global Note(s) so delivered in safe custody for the
account of Euroclear and/or Clearstream, Luxembourg and instruct
Euroclear or Clearstream, Luxembourg or both of them (as the case
may be) to credit the Notes represented by such Registered Global
Note(s), unless otherwise agreed in writing between the London
Issuing Agent and the Bank, to the London Issuing Agent's
distribution account; and/or
(C) deliver, in accordance with the Procedures Memorandum, such
Registered Global Note(s) to the specified common depositary of
Euroclear and Clearstream, Luxembourg in exchange for such
Permanent Bearer Global Note or Definitive Bearer Note against
receipt from the common depositary of confirmation that such
common depositary is holding the Registered Global Note(s) in
safe custody for the account of Euroclear and/or Clearstream,
Luxembourg in accordance with the terms of the relevant letters
of undertaking among such common depositary and Euroclear and/or
Clearstream, Luxembourg;
provided, that instructions regarding the completion and
authentication of such
Note(s) are received by the Registrar in accordance with the
Procedures
Memorandum.
(b) The Registrar shall provide DTC, and the London Issuing Agent
shall
provide Euroclear and/or Clearstream, Luxembourg with such
notifications,
instructions or other information to be given by the Registrar or
the London
Issuing Agent, as the case may be, to DTC, Euroclear and/or
Clearstream,
Luxembourg as may be required by this Agreement and the DTC Letters
of
Representations.
9
SECTION 6. Issue of Temporary Bearer Global Notes.
(a) Upon receipt of instructions from an Authorized Representative
in
accordance with Section 4 hereof and the Procedures Memorandum
regarding the
completion, authentication and delivery of one or more Temporary
Bearer Global
Notes, the London Issuing Agent shall cause to be withdrawn from
safekeeping the
necessary and applicable Temporary Bearer Global Note and, in
accordance with
such written instructions, shall:
(i) complete such Temporary Bearer Global Notes(s);
(ii) attach the relevant Pricing Supplement as supplied by the
Bank;
(iii) authenticate such Temporary Bearer Global Note(s); and
(iv) deliver, in accordance with the Procedures Memorandum, such
Temporary Bearer Global Note(s) to the specified common depositary
of
Euroclear and Clearstream, Luxembourg in accordance with such
instructions
against receipt from the common depositary of confirmation that
such common
depositary is holding the Temporary Bearer Global Note(s) in safe
custody
for the account of Euroclear and/or Clearstream, Luxembourg and
instruct
Euroclear or Clearstream, Luxembourg or both of them (as the case
may be)
to credit the Notes represented by such Temporary Bearer Global
Note(s),
unless otherwise agreed in writing between the London Issuing Agent
and the
Bank, to the London Issuing Agent's distribution account;
provided, that instructions regarding the completion and
authentication of such
Note(s) are received by the London Issuing Agent in accordance with
the
Procedures Memorandum.
(b) The London Issuing Agent shall provide Euroclear and/or
Clearstream,
Luxembourg with such notifications, instructions or other
information to be
given by the London Issuing Agent to Euroclear and/or Clearstream,
Luxembourg as
may be required.
SECTION 7. Issue of Permanent Bearer Global Notes.
(a) Upon the occurrence of any event which pursuant to the terms of
a
Temporary Bearer Global Note requires the issue of a Permanent
Bearer Global
Note, the London Issuing Agent shall cause to be withdrawn from
safekeeping the
necessary and applicable Permanent Bearer Global Note and, in
accordance with
the terms of the Temporary Bearer Global Note, shall:
(i) complete a Permanent Bearer Global Note in accordance with the
terms of the Temporary Bearer Global Note;
(ii) attach the relevant Pricing Supplement as supplied by the
Bank;
(iii) authenticate such Permanent Bearer Global Note; and
(iv) deliver, in accordance with the Procedures Memorandum, such
Permanent Bearer Global Note to the specified common depositary
that is
holding the Temporary
10
Bearer Global Note for the time being on behalf of Euroclear and/or
Clearstream, Luxembourg in exchange for such Temporary Bearer
Global Note
against receipt from the common depositary of confirmation that
such common
depositary is holding the Permanent Bearer Global Note in safe
custody for
the account of Euroclear and/or Clearstream, Luxembourg.
(b) The London Issuing Agent shall provide Euroclear and/or
Clearstream,
Luxembourg with such notifications, instructions or other
information to be
given by the London Issuing Agent to Euroclear and/or Clearstream,
Luxembourg as
may be required.
SECTION 8. Issue of Definitive Bearer Notes.
(a) Upon notice from Euroclear or Clearstream, Luxembourg pursuant
to the
terms of a Global Note requiring the issue of one or more
Definitive Bearer
Notes in exchange for the Global Note, the London Issuing Agent
shall cause to
be withdrawn from safekeeping the necessary and applicable
Definitive Bearer
Note(s) and, in accordance with the terms of the Permanent Bearer
Global Note,
shall:
(i) complete, if applicable, an equal aggregate principal amount of
Definitive Bearer Notes of authorized denominations and of like
tenor and
with identical terms as the Global Note in accordance with the
terms of the
Global Note;
(ii) authenticate such Definitive Bearer Note(s); and
(iii) deliver in accordance with the Procedures Memorandum, such
Definitive Bearer Note(s) to or to the order of Euroclear and/or
Clearstream, Luxembourg in exchange for such Global Note.
The London Issuing Agent shall notify the Bank forthwith upon
receipt of a
request for the issuance of Definitive Bearer Note(s) in accordance
with the
provisions of a Global Note.
(b) The Bank shall deliver to the London Issuing Agent, pursuant to
a
request for the issue of Definitive Bearer Notes under the terms of
the relevant
Permanent Bearer Global Note, a sufficient number of Definitive
Bearer Notes
(with, if applicable, Receipts, Coupons and Talons attached)
executed by an
Authorized Representative to enable the London Issuing Agent to
comply with its
obligations under this Section 8.
SECTION 9. Issue of Definitive Registered Notes.
(a) Definitive Registered Notes shall be issued only if permitted
by
applicable law and (i) in the case of a DTC Global Note, DTC
notifies the Bank
that it is unwilling or unable to continue as depositary for the
DTC Global Note
or DTC ceases to be a clearing agency registered under the
Securities Exchange
Act of 1934, as amended, if so required by applicable law or
regulation, and, in
either case, a successor depositary is not appointed by the Bank
within 90 days
after receiving such notice or becoming aware that DTC is no longer
so
registered, (ii) in the case of any other Registered Global Note,
if the
clearing system(s) through which it is cleared and settled is
closed for
business for a continuous period of 14 days (other than by reason
of holidays,
statutory or otherwise) or announces an intention to cease business
permanently
or
11
does in fact do so, (iii) the Bank in its discretion elects to
issue Definitive
Registered Notes or (iv) after the occurrence of an Event of
Default with
respect to any Registered Global Note, the beneficial owners
representing a
majority in principal amount of such Registered Global Note advise
the relevant
clearing system through its participants to cease acting as
depositary for such
Registered Global Note.
(b) Upon the occurrence of any event specified in Section 9(a)
which
pursuant to the terms of a Registered Global Note requires the
issue of
Definitive Registered Notes in exchange for the Registered Global
Note, the
Registrar shall cause to be withdrawn from safekeeping the
necessary and
applicable Definitive Registered Note(s) and, in accordance with
the terms of
the Registered Global Note, shall:
(i) complete an equal aggregate principal amount of Definitive
Registered Note(s) of authorized denominations and of like tenor
with
identical terms as the Registered Global Note in accordance with
the terms
of the Registered Global Note;
(ii) register such Definitive Registered Notes in the name or names
of
such persons as the relevant clearing system shall instruct the
Registrar
in writing;
(iii) authenticate such Definitive Registered Notes; and
(iv) deliver such Definitive Registered Notes to the relevant
clearing
system or pursuant to such clearing system's written instructions
in
exchange for such Registered Global Note.
(c) The Bank shall deliver to the Registrar, upon the occurrence of
any
event specified in Section 9(a) which pursuant to the terms of a
Registered
Global Note requires the issue of Definitive Registered Notes, a
sufficient
number of Definitive Registered Notes executed by an Authorized
Representative
to enable the Registrar to comply with its obligations under this
Section 9.
SECTION 10. Exchanges.
(a) Upon any exchange of a Temporary Bearer Global Note in whole,
but not
in part, for an interest in a Permanent Bearer Global Note or for
Definitive
Bearer Notes, as the case may be, the London Issuing Agent shall
cancel or
arrange for cancellation such Temporary Bearer Global Note. Upon
any exchange of
a Permanent Bearer Global Note for Definitive Bearer Notes, the
Permanent Bearer
Global Note shall be endorsed to reflect the reduction of its
principal amount
by the aggregate principal amount so exchanged. Until exchanged in
full, the
holder of an interest in any Permanent Bearer Global Note shall in
all respects
be entitled to the same benefits as the holder of Notes, Receipts,
Coupons and
Talons authenticated and delivered hereunder, except as set forth
herein or
therein. The London Issuing Agent is hereby authorized on behalf of
the Bank (i)
to endorse or to arrange for the endorsement of the relevant
Permanent Bearer
Global Notes to reflect the reduction in the principal amount
represented
thereby by the amount so exchanged and, if appropriate, to endorse
the Permanent
Bearer Global Note to reflect any increase in the principal amount
represented
thereby, and in either case, to sign in the relevant space on the
relevant
Permanent Bearer Global Note recording such exchange or
12
increase and (ii) in the case of a total exchange, to cancel or
arrange for the
cancellation of the relevant Permanent Bearer Global Note.
(b) Upon any exchange of a Temporary Bearer Global Note in whole,
but not
in part, for an interest in a Registered Global Note, the London
Issuing Agent
shall cancel or arrange for cancellation of such Temporary Bearer
Global Note.
Upon any exchange of all or a portion of an interest in a Permanent
Bearer
Global Note for an interest in a Registered Global Note, the
Permanent Bearer
Global Note shall be endorsed to reflect the reduction of its
principal amount
by the aggregate principal amount so exchanged. Until exchanged in
full, the
holder of an interest in any Permanent Bearer Global Note shall in
all respects
be entitled to the same benefits as the holder of Notes, Receipts,
Coupons and
Talons authenticated and delivered hereunder, except as set forth
herein or
therein. The London Issuing Agent and the Registrar, as the case
may be, are
hereby authorized on behalf of the Bank (i) to endorse or to
arrange for the
endorsement of the relevant Permanent Bearer Global Note to reflect
the
reduction in the principal amount represented thereby by the amount
so exchanged
and, if appropriate, to endorse a Registered Global Note to reflect
any increase
in the principal amount represented thereby, and in either case, to
sign in the
relevant space on the relevant Permanent Bearer Global Note or
Registered Global
Note, as the case may be, recording such exchange or increase and
(ii) in the
case of a total exchange, to cancel or arrange for the cancellation
of the
relevant Permanent Bearer Global Note.
SECTION 11. Note Register; Registration, Transfer and Exchange;
Persons Deemed
Owners.
(a) The Registrar, as registrar for the Registered Notes, shall
maintain at
its principal office at Deutsche Bank Trust Company Americas, 60
Wall Street -
27th Floor, New York, New York 10005, or such other location as may
be agreed
from time to time, the note register (the "Note Register"). The
term "Note
Register" shall mean the definitive register in which shall be
recorded the
names, addresses and taxpayer identification numbers of the holders
of
Registered Notes, the serial and CUSIP numbers (or Common Code/ISIN
Numbers, as
the case may be) of the Registered Notes, the Original Issue Dates
thereof and
details with respect to the transfer and exchange of Registered
Notes.
(b) Upon surrender for the purpose of registration of transfer at
the
offices of the Registrar or any Transfer Agent of any Registered
Note,
accompanied by a written instrument of transfer in form
satisfactory to the
Registrar or such Transfer Agent, executed by the registered
holder, in person
or by such holder's attorney thereunto duly authorized in writing,
such
Registered Note shall be transferred upon the Note Register and the
Registrar
shall complete, authenticate and deliver, in the name of the
designated
transferee or transferees, one or more new Registered Notes of
authorized
denominations, of an equal aggregate principal amount and of like
tenor with
identical terms and provisions; provided, however, that Registered
Notes may be
delivered for the purpose of registration of transfer by mail at
the risk and
expense of the transferor. Transfers and exchanges of Registered
Notes shall be
subject to such restrictions as shall be set forth herein and in
the text of the
Notes and such reasonable regulations as may be prescribed by the
Bank.
Successive registrations and registrations of transfers as
aforesaid may be made
from time to time as desired, and each such registration shall be
noted on the
Note Register.
13
(c) Notwithstanding anything to the contrary contained in Section
11(b), if
the Notes of any Series are for the time being represented by both
a DTC Global
Note and a Euroclear/Clearstream, Luxembourg Global Note and an
authorized
representative of DTC presents the DTC Global Note to the Registrar
or any
Transfer Agent, accompanied by a written instrument of transfer in
form
satisfactory to the Registrar or such Transfer Agent, executed by
DTC or by
DTC's attorney thereunto duly authorized in writing, for the
purpose of
registration of transfer of all or any portion of such DTC's
interest in such
DTC Global Note to Euroclear and/or Clearstream, Luxembourg, such
DTC Global
Note or the relevant interest therein shall be transferred upon the
Note
Register, and the Registrar shall endorse the DTC Global Note to
reflect the
reduction of its principal amount by the aggregate principal amount
so
transferred and the appropriate Euroclear/Clearstream, Luxembourg
Global Note
shall be endorsed by the Registrar to reflect the increase of its
principal
amount by the aggregate principal amount so transferred. The
Registrar is hereby
authorized on behalf of the Bank (i) to endorse or to arrange for
the
endorsement of the relevant DTC Global Note to reflect the
reduction in the
principal amount represented thereby by the amount so transferred
and to endorse
the appropriate Euroclear/Clearstream, Luxembourg Global Note to
reflect the
increase in the principal amount represented thereby by the amount
so
transferred and, in either case, to sign in the relevant space on
the relevant
Note recording such reduction or increase and (ii) in the case of a
total
exchange, to cancel or arrange for the cancellation of the DTC
Global Note.
(d) Notwithstanding anything to the contrary contained in Section
11(b), if
the Notes of any series for the time being represented by both a
DTC Global Note
and a Euroclear/Clearstream, Luxembourg Global Note and an
authorized
representative of Euroclear or Clearstream, Luxembourg presents the
Euroclear/Clearstream, Luxembourg Global Note to the Registrar or
any Transfer
Agent, accompanied by a written instrument of transfer in form
satisfactory to
the Registrar or such Transfer Agent, executed by Euroclear or
Clearstream,
Luxembourg, as the case may be, or by Euroclear's or Clearstream,
Luxembourg's
attorney thereunto duly authorized in writing, for the purpose of
registration
of transfer of all or any portion of Euroclear's or Clearstream,
Luxembourg's
interest in such Euroclear/Clearstream, Luxembourg Global Note to
DTC, such
Euroclear/Clearstream, Luxembourg Global Note or the relevant
interest therein
shall be transferred upon the Note Register, and the Registrar
shall endorse the
Euroclear/Clearstream, Luxembourg Global Note to reflect the
reduction of its
principal amount by the aggregate principal amount so transferred
and the
appropriate DTC Global Note shall be endorsed by the Registrar to
reflect the
increase of its principal amount by the aggregate principal amount
so
transferred. The Registrar is hereby authorized on behalf of the
Bank (i) to
endorse or to arrange for the endorsement of the relevant
Euroclear/Clearstream,
Luxembourg Global Note to reflect the reduction in the principal
amount
represented thereby by the amount so transferred and to endorse the
appropriate
DTC Global Note to reflect the increase in the principal amount
represented
thereby by the amount so transferred and, in either case, to sign
in the
relevant space on the relevant Note recording such reduction or
increase and
(ii) in the case of a total exchange, to cancel or arrange the
cancellation of
the Euroclear/Clearstream, Luxembourg Global Note.
(e) At the option of the holder of a Registered Note, such
Registered Note
may be exchanged for other Registered Notes of any authorized
denominations of
an equal aggregate principal amount and of like tenor with
identical terms and
provisions, upon surrender of the Registered Note to be exchanged
at the offices
of the Registrar or any Transfer Agent.
14
Whenever any Registered Notes are so surrendered for exchange, the
Registrar
shall complete, authenticate and deliver the Registered Notes which
the holder
of the Registered Note making the exchange is entitled to receive.
Except as
provided in Section 9, owners of beneficial interest in a
Registered Global Note
shall not be entitled to have Notes registered in their names,
shall not receive
or be entitled to receive physical delivery of Definitive
Registered Notes and
shall not be considered the owners or holders thereof under this
Agreement.
(f) Notwithstanding the foregoing, neither the Registrar nor any
Transfer
Agent shall register the transfer or exchange of (i) any Registered
Note that
has been called for redemption in whole or in part, except the
unredeemed
portion of any Registered Note being redeemed in part, (ii) any
Registered Note
during the period beginning at the opening of business 15 days
before the
mailing of a notice of such redemption and ending at the close of
business on
the day of such mailing, or (iii) any Registered Global Note if the
Registrar or
Transfer Agents learn that such proposed transfer or exchange would
violate any
legend contained on the face of such Registered Global Note.
(g) All Registered Notes issued upon any registration of transfer
or
exchange of Registered Notes shall be valid obligations of the
Bank, evidencing
the same debt, and entitled to the same benefits as the Registered
Notes
surrendered upon such registration of transfer or exchange.
(h) No service charge shall be made to a holder of Registered Notes
for any
transfer or exchange of Registered Notes, but the Registrar or the
London Paying
Agent, as the case may be, may require payment of a sum sufficient
to cover any
stamp or other tax, duty, assessment or governmental charge that
may be imposed
in connection therewith.
(i) The Bank and the Agents and any agent of the Bank or the Agents
may
treat the holder in whose name a Registered Note is registered as
the owner of
such Registered Note for all purposes, whether or not such
Registered Note be
overdue, and neither the Bank, the Agents, nor any such agent shall
be affected
by notice to the contrary except as required by applicable law.
(j) The Bank and Agents and any agent of the Bank or the Agents may
treat
the holder of a Bearer Note as the owner of such Bearer Note for
all purposes,
whether or not such Bearer Note be overdue, and neither the Bank,
the Agents nor
any such agent shall be affected by notice to the contrary except
as required by
law.
SECTION 12. Terms of Issue.
(a) The Registrar and the London Issuing Agent shall ensure that
all Notes
delivered to and held by it under this Agreement are issued only in
authorized
denominations and otherwise in accordance with the instructions
received by it.
(b) Subject to the procedures set out in the Procedures Memorandum,
the
Registrar and the London Issuing Agent shall be entitled to treat a
telex or
facsimile communication from a person purporting to be an
Authorized
Representative as sufficient instructions and authority of the Bank
for the
Registrar and the London Issuing Agent to act in accordance with
Section 12(a).
15
(c) Unless otherwise agreed in writing between the Bank and the
Registrar
or London Issuing Agent, as applicable, each Note credited to the
Registrar's or
London Issuing Agent's account with DTC, Euroclear or Clearstream,
Luxembourg
following the delivery of a Registered Global Note to a custodian
of DTC or a
common depositary for Euroclear and Clearstream, Luxembourg in
accordance with
clause (v) of Section 5(a) or the delivery of a Temporary Bearer
Global Note to
a common depositary for Euroclear and Clearstream, Luxembourg in
accordance with
clause (iv) of Section 6(a), as the case may be, shall be held to
the order of
the Bank. The Registrar or London Issuing Agent, as applicable,
shall ensure
that the principal amount of Notes which the relevant purchaser has
agreed to
purchase is:
(i) debited from the Registrar's or London Issuing Agent's account;
and
(ii) credited to the account of such purchaser with DTC or
Euroclear
or Clearstream, Luxembourg, as the case may be;
in each case only upon receipt by the Registrar or London Issuing
Agent on
behalf of the Bank of the full purchase price due from the relevant
purchaser
with respect to such Notes.
(d) If on the relevant settlement date the purchaser does not pay
the full
purchase price due from it with respect to any Note (the "Defaulted
Note") and,
as a result, the Defaulted Note remains in the Registrar's or
London Issuing
Agent's account with DTC or Euroclear and/or Clearstream,
Luxembourg after such
settlement date, the Registrar or London Issuing Agent shall
continue to hold
the Defaulted Note to the order of the Bank. The Registrar or
London Issuing
Agent shall notify the Bank forthwith of the failure of the
purchaser to pay the
full purchase price due from it with respect to any Defaulted Note
and shall
subsequently, unless otherwise instructed by the Bank, cancel or
arrange the
cancellation of such Defaulted Note.
(e) In the event of an issue of Notes which is to be listed, quoted
and/or
traded on a Stock Exchange, subject to timely receipt of issuance
instructions
from the Bank in accordance with the terms of the Procedures
Memorandum, the
London Paying Agent shall promptly, and in any event prior to the
settlement
date with respect to such issue, send the Pricing Supplement with
respect to
such Notes to the relevant listing agent. The Agents shall take
such actions as
may be requested from time to time in writing by the Bank or the
relevant
listing agent to permit the Notes, if applicable, to be listed,
quoted and/or
traded on such Stock Exchange.
(f) The Procedures Memorandum shall not be amended by the Bank
without the
prior written approval of the relevant Agent or Agents, as
applicable.
SECTION 13. Payments.
(a) The Domestic Paying Agent (in the case of Registered Global
Notes
issued through DTC and Definitive Registered Notes) or the London
Paying Agent
(in the case of Registered Global Notes issued through Euroclear or
Clearstream,
Luxembourg, Temporary Bearer Global Notes, Permanent Bearer Global
Notes and
Definitive Bearer Notes) shall advise the Bank not later than five
Business Days
prior to the date on which any payment is to be made to the
Domestic Paying
Agent or the London Paying Agent, as the case may be, pursuant to
this Section
13(a), of the total amount of any principal of premium, if any, and
interest due
on Notes on any Interest Payment Date or any maturity date or date
of redemption
or repayment and the
16
Bank shall (i) before 10:00 a.m. (local time) on the second
Business Day prior
to the date on which any payment with respect to any Notes becomes
due, confirm
to the Domestic Paying Agent or the London Paying Agent, as the
case may be, by
tested telex or facsimile or by other means acceptable to the Bank
and
reasonably acceptable to the Domestic Paying Agent or the London
Paying Agent,
as the case may be, that it has given instructions for the transfer
of the
relevant funds to the Domestic Paying Agent or the London Paying
Agent, as the
case may be, and the name and account of the bank through which
such payment is
being made and provide details of the person or department in such
bank to which
communications to such bank should be addressed and (ii) not later
than the
Payment Time (as defined below) on the Business Day on which any
payment with
respect to any Notes becomes due, transfer to an account specified
by the
Domestic Paying Agent or the London Paying Agent, as the case may
be, such
amount in the relevant currency as shall be sufficient for the
purposes of such
payment in funds settled through such payment system as the
Domestic Paying
Agent or the London Paying Agent, as the case may be, and the Bank
may agree. As
used in this subsection (a), the term "Payment Time" means 10:00
a.m. local time
or, in the case of a payment in Euro, Brussels. For the purposes of
this Section
13, all payments made to the Domestic Paying Agent or the London
Paying Agent
shall be transmitted by the Bank's principal office (or such other
office as
designated by the Bank).
(b) Subject to the Domestic Paying Agent or the London Paying
Agent, as the
case may be, being satisfied in its sole reasonable discretion that
payment will
be duly made as provided in Section 13(a), the relevant Paying
Agent may, but
shall not be required to, pay or cause to be paid all amounts due
with respect
to the Notes on behalf of the Bank in the manner provided in the
Notes. If any
payment provided for in Section 13(a) is made late but otherwise in
accordance
with the provisions of this Agreement, each Paying Agent shall
nevertheless make
payments with respect to the Notes as aforesaid following actual
receipt by it
of such payment.
(c) If for any reason the Domestic Paying Agent or the London
Paying Agent,
as the case may be, considers in its sole reasonable discretion
that the amounts
to be received by the Domestic Paying Agent or the London Paying
Agent, as the
case may be, pursuant to Section 13(a) will be, or the amounts
actually received
by it pursuant thereto are, insufficient to satisfy all claims with
respect to
all payments then falling due with respect to the Notes, the
Domestic Paying
Agent or the London Paying Agent, as the case may be, shall then
forthwith
notify the Bank of such insufficiency and, until such time as the
Domestic
Paying Agent or the London Paying Agent, as the case may be, has
received the
full amount of all such payments in available funds, no Paying
Agent shall be
obligated to pay any such claims.
SECTION 14. Determination and Notifications with respect to Notes.
(a) The London Paying Agent shall prepare and deliver such monthly
reports
as may be required in connection with Outstanding Series of Notes
to the Bank of
England, the Ministry of Finance of Japan and, if required, the
Swiss National
Bank, and, if agreed between the Bank and the London Paying Agent,
shall take
all necessary action to comply with such other reporting
requirements of any
competent authority in respect of any relevant currency as it may
be directed,
in writing, from time to time with respect to Notes Outstanding
hereunder.
17
(b) For purposes of monitoring the aggregate principal amount of
Notes
Outstanding at any time under the Program, the Exchange Rate Agent
shall
determine the U.S. Dollar equivalent of the principal amount of
each Series of
Notes denominated in another currency, each Series of Dual Currency
Notes, each
Series of Indexed Notes, each Series of Zero Coupon Notes and each
Series of
Partly Paid Notes as follows:
(i) the U.S. Dollar equivalent of Notes denominated in a currency
other than U.S. Dollars shall be determined by the Exchange Rate
Agent as
of 2:30 p.m., New York time, on the Original Issue Date for such
Notes by
reference to the spot rate for U.S. Dollars against the Specified
Currency
provided to the Exchange Rate Agent by the Bank or, if such spot
rate is
not so provided on a timely basis, by reference to the Exchange
Rate
Agent's middle market spot rate for U.S. Dollars against the
Specified
Currency on the London Business Day immediately preceding the date
on which
the Exchange Rate Agent receives the Bank's instruction to
determine the
amount of Notes Outstanding;
(ii) the U.S. Dollar equivalent of Dual Currency Notes and Indexed
Notes shall be determined by the Exchange Rate Agent in the manner
specified in clause (i) above by reference to the original
principal amount
of such Notes;
(iii) the principal amount of Zero Coupon Notes and any other Notes
issued at a substantial discount from the principal amount thereof
shall be
deemed to be the U.S. Dollar equivalent, determined in the manner
specified
in clause (i) above, of the net proceeds received by the Bank for
the
relevant issue; and
(iv) the U.S. Dollar equivalent of Partly Paid Notes shall be
determined by the Exchange Rate Agent in the manner specified in
clause (i)
above by reference to the principal amount thereof regardless of
the amount
of money paid up on such Notes.
The Exchange Rate Agent shall promptly notify the Bank and the
Paying Agents of
each determination made as aforesaid. As used in this Section
14(b), "London
Business Day" means any day (other than a Saturday or a Sunday) on
which
commercial banks and foreign exchange markets settle payments in
London.
SECTION 15. Notice of any Withholding or Deduction.
If the Bank is, with respect to any payments, compelled to withhold
or
deduct any amount for or on account of taxes, duties, assessments
or
governmental charges as specifically contemplated under the terms
of the Notes,
the Bank shall give notice thereof to each Paying Agent and the
Registrar, if
applicable, as soon as it becomes aware of the requirement to make
such
withholding or deduction and shall give to each Paying Agent and
the Registrar,
if applicable, such information as such Paying Agent or the
Registrar, as the
case may be, shall require to enable them to comply with such
requirement.
SECTION 16. Redemption of Notes.
(a) If any Notes are to be redeemed prior to their Stated Maturity
Date in
accordance with their terms, the Bank shall notify the Agents not
more than 75
nor less than 45 days prior to the relevant redemption date of the
Bank's
election to redeem such Notes in whole or in part in
18
increments of US$1,000 or the equivalent thereof in other
currencies, or as
otherwise provided in the applicable Note or required by applicable
laws and
regulations for currencies other than the U.S. Dollar. Any
remaining principal
amount of Notes redeemed in part shall be at least US$100,000, or
the equivalent
thereof in other currencies, or as otherwise provided in the
applicable Note or
required by the applicable laws and regulations for currencies
other than the
U.S. Dollar.
(b) Whenever less than all the Notes at any time outstanding are to
be
redeemed, the terms of the Notes to be so redeemed shall be
selected by the
Bank. If less than all the Notes with identical terms at any time
outstanding
are to be redeemed, the Notes to be so redeemed shall be selected
by the
Registrar by lot or in any usual manner approved by it. The
Registrar shall
promptly notify the Bank in writing of the Notes selected for
redemption and, in
the case of Notes selected for partial redemption, the principal
amount thereof
to be redeemed.
(c) Unless otherwise specified in the applicable Note, notice of
redemption
shall be given by the Registrar, a Paying Agent or the London
Issuing Agent, as
designated in the particular instance by the Bank, at the Bank's
expense, not
more than 60 nor less than 30 calendar days prior to the redemption
date to each
holder of a Note to be redeemed. Notices in respect of Registered
Notes to be
redeemed shall be given by first-class mail, postage prepaid, to
each holder's
address appearing in the Note Register. In the case of Bearer Notes
to be
redeemed, the London Issuing Agent shall publish the notice
required in
connection with any such redemption, pursuant to Section 18, and
shall at the
same time also publish a separate list of serial numbers of any
Notes previously
selected and not presented for redemption. All notices of
redemption shall
identify the Notes to be redeemed (including CUSIP, Common Code and
ISIN
numbers), the date fixed for redemption, the redemption price, the
manner in
which redemption will be effected and, in the case of a partial
redemption, the
serial numbers (and principal amounts) of the Notes to be redeemed.
(d) Notice of redemption having been given as described above, the
Notes so
to be redeemed shall, on the redemption date, become due and
payable at the
redemption price specified in such Notes, and upon payment by the
Bank of the
full redemption price specified in such Notes, from and after such
redemption
date such Notes shall cease to bear interest. Upon surrender of any
such Notes
for redemption in accordance with such notice, the relevant Paying
Agent shall
pay or cause to be paid such Notes at the redemption price
specified in such
Notes, together with unpaid interest accrued on such Notes at the
applicable
rate borne by such Notes to the redemption date.
(e) Any Registered Note or Definitive Bearer Note which is to be
redeemed
only in part shall be surrendered to the Registrar or the London
Issuing Agent,
respectively, and the Registrar or the London Issuing Agent, as the
case may be,
shall complete, authenticate and deliver to a holder of such Note,
without
service charge, a new Registered Note or Definitive Bearer Note of
any
authorized denomination as requested by such holder, in an
aggregate principal
amount equal to and in exchange for the unredeemed portion of the
principal of
the Note so surrendered.
19
SECTION 17. Repayment of Notes.
(a) In order for any Note, in accordance with its terms, to be
repaid in
whole or in part at the option of the holder thereof, such Note
must be
delivered by the holder thereof, with the form entitled "Option to
Elect
Repayment" (set forth in such Note) duly completed, to the
Registrar at the
address set forth in such form or at such place or places of which
the Bank
shall from time to time notify the holders of the Notes not more
than 60 nor
less than 30 days prior to the date fixed for the repayment of such
Notes (the
"Optional Repayment Date").
(b) Upon surrender of any Note for repayment in accordance with the
provisions set forth above and in such Note, the Note to be repaid
shall, on the
Optional Repayment Date, become due and payable, and the relevant
Paying Agent
shall pay or cause to be paid such Note on the Optional Repayment
Date at a
price, unless otherwise specified in such Note, equal to 100% of
the principal
amount thereof, together with accrued interest to the Optional
Repayment Date.
(c) If less than the entire principal amount of any Note is to be
repaid,
the holder thereof shall specify the portion thereof (which shall
be in
increments of US$1,000 or the equivalent thereof in other
currencies, or as
otherwise provided in the applicable Note or required by the
applicable laws and
regulations for currencies other than the U.S. Dollar) which such
holder elects
to have repaid and shall surrender such Note to the London Issuing
Agent or the
Registrar, as the case may be, and the London Issuing Agent or the
Registrar, as
the case may be, shall complete, authenticate and deliver to the
holder of such
Note, without service charge, a new Note or Notes in an aggregate
principal
amount equal to and in exchange for the unrepaid portion of the
principal of the
Note so surrendered and in such denominations as shall be specified
by such
holder which shall be at least US$100,000 or an integral multiple
of US$1,000 in
excess thereof (or the equivalent in other currencies), or as
otherwise
provided, in the applicable Note or required by the applicable laws
and
regulations for currencies other than the U.S. Dollar.
SECTION 18. Notices to Holders.
(a) On behalf of and at the request and expense of the Bank, the
Registrar
or, in the case of the Notes issued by the London Issuing Agent,
the London
Issuing Agent shall give or cause to be given all notices required
to be given
by the Bank in accordance with the Notes.
(b) All notices with respect to Registered Notes shall be mailed by
the
Registrar by first-class mail, postage prepaid, to the holders
thereof at their
addresses appearing in the Note Register.
(c) All notices with respect to Bearer Notes shall be given to the
London
Issuing Agent not later than five business days prior to any
publication date,
and shall be published by the London Issuing Agent in one leading
English
language daily newspaper with circulation in London or, if that is
not possible,
one other English language newspaper with general circulation in
Europe as the
Bank shall decide and, if directed by the Bank in writing, the
London Issuing
Agent shall, in accordance with such direction, also publish
notices in a manner
that complies with the rules and regulations of any Stock Exchange
on which such
Bearer Notes are then listed,
20
quoted and/or traded. Any such notice shall be deemed to have been
given on the
date of the first publication.
(d) Notwithstanding any contrary provision contained in this
Agreement,
until such time as any Definitive Bearer Notes are issued, the
Registrar may, so
long as Temporary Bearer Global Notes or Permanent Bearer Global
Notes are held
in their entirety on behalf of Euroclear and Clearstream,
Luxembourg or such
other clearing system, substitute for such publication required by
Section 18(c)
the delivery of the relevant notice to Euroclear and Clearstream,
Luxembourg and
such other clearing system for communication by them to the
beneficial owners of
interests in the Temporary Bearer Global Notes and Permanent Bearer
Global
Notes; provided, however, that, so long as the rules of any Stock
Exchange so
require and if so directed in writing by the Bank, such publication
will
nevertheless be made as described in Section 18(c) in respect of
Bearer Notes
listed on such Stock Exchange. Any such notice shall be deemed to
have been
given to the beneficial owners of interests in the Temporary Bearer
Global Notes
and Permanent Bearer Global Notes on the seventh day after the day
on which said
notice was given to Euroclear and/or Clearstream, Luxembourg and/or
such other
clearing system.
SECTION 19. Cancellation of Notes, Receipts, Coupons and Talons.
(a) All Notes which are purchased by or on behalf of the Bank,
together (in
the case of Definitive Bearer Notes) with all unmatured Receipts,
Coupons or
Talons (if any) attached thereto or surrendered therewith, may, at
the election
of the Bank, be canceled by the Bank. Where any Notes, Receipts,
Coupons or
Talons are purchased and canceled as aforesaid, the Bank shall make
sure that
all relevant details are promptly given to the Paying Agents and
that all Notes,
Receipts, Coupons or Talons so canceled are delivered to the Paying
Agents. All
Notes which are redeemed, all Receipts or Coupons which are paid
and all Talons
which are exchanged shall be canceled by the Paying Agent by which
they are
redeemed, paid or exchanged. Each of the Paying Agents shall give
to the
Registrar written details of all payments made by it and shall
deliver a
certificate of destruction for all canceled Notes, Receipts,
Coupons and Talons
to the Registrar or to any Paying Agent authorized from time to
time in writing
by the Registrar to accept delivery of canceled Notes, Receipts,
Coupons and
Talons.
(b) A certificate stating:
(i) the aggregate principal amount of Notes which have been
redeemed
and the aggregate amount paid in respect thereof;
(ii) the number of Notes canceled, together (in the case of
Definitive
Bearer Notes) with details of all unmatured Receipts, Coupons or
Talons (if
any) attached thereto or delivered therewith;
(iii) the aggregate amount paid with respect to interest on the
Notes;
(iv) the total number by maturity date of Receipts, Coupons and
Talons
so canceled; and
(v) (in the case of Definitive Bearer Notes) the serial numbers of
such Notes,
21
shall be given to the Bank by the Registrar as soon as reasonably
practicable and in any event within three months after the date of
such
repayment or, as the case may be, payment or exchange.
(c) Subject to being duly notified in due time, the Registrar shall
give a
certificate to the Bank, within three months of the date of
purchase and
cancellation of Notes as aforesaid, stating:
(i) the principal amount of Notes so purchased and canceled;
(ii) the serial numbers of such Notes; and
(iii) the total number by maturity date of the Receipts, Coupons
and
Talons (if any) appertaining thereto and surrendered therewith or
attached
thereto.
(d) The applicable Paying Agent shall destroy (in accordance with
its
customary procedures) all canceled Notes, Receipts, Coupons and
Talons (unless
otherwise previously instructed by the Bank) and, forthwith upon
destruction,
furnish the Bank with a certificate of the serial numbers of the
Notes and the
number by maturity date of Receipts, Coupons and Talons so
destroyed.
(e) Without prejudice to its obligations pursuant to Section 19(b),
the
Registrar shall keep a full and complete record of all Notes,
Receipts, Coupons
and Talons (other than serial numbers of Coupons, except those
which have been
replaced pursuant to Section 20) and of all replacement Notes,
Receipts, Coupons
or Talons issued in substitution for mutilated, defaced, destroyed,
lost or
stolen Notes, Receipts, Coupons or Talons. The Registrar shall at
all reasonable
times make such record available to the Bank and any person
authorized by the
Bank for inspection and for the taking of copies thereof or
extracts therefrom.
(f) All records and certificates made or given pursuant to this
Section 19
and Section 20 shall make a distinction between Notes, Receipts,
Coupons and
Talons of each Series and Tranche, as appropriate.
SECTION 20. Issue of Replacement Notes, Receipts, Coupons and
Talons.
(a) The Bank will cause a sufficient quantity of additional forms
of Notes,
Receipts, Coupons and Talons to be available, upon request, to the
London
Issuing Agent (in the case of Temporary Bearer Global Notes,
Permanent Bearer
Global Notes, Receipts, Coupons and Talons) and to the Registrar
(in the case of
Registered Global Notes) at their specified office for the purpose
of issuing
replacement Notes, Receipts, Coupons and Talons as provided below.
(b) The London Issuing Agent or the Registrar will, subject to and
in
accordance with the terms of the Notes and the following provisions
of this
Section 20, cause to be delivered any replacement Notes, Receipts,
Coupons and
Talons which the Bank may determine to issue in place of Notes,
Receipts,
Coupons and Talons which have been lost, stolen, mutilated, defaced
or
destroyed.
22
(c) In the case of a mutilated or defaced Note, the London Issuing
Agent or
the Registrar shall ensure that (unless otherwise covered by such
indemnity as
the Bank may require) any replacement Note will only have attached
to it
Receipts, Coupons and Talons corresponding to those (if any)
attached to the
mutilated or defaced Note which is presented for replacement.
(d) Neither the London Issuing Agent nor the Registrar shall issue
any
replacement Note, Receipt, Coupon or Talon unless and until the
applicant
therefor shall have:
(i) paid such costs as may be incurred in connection therewith;
(ii) furnished it with such evidence (including evidence as to the
serial number of such Note, Receipt, Coupon or Talon) and indemnity
(which
may include a bank guarantee) as the Bank and the Registrar or the
London
Issuing Agent, as the case may be, may require; and
(iii) in the case of any mutilated or defaced Note, Receipt, Coupon
or
Talon, surrendered the same to the Registrar or the London Issuing
Agent,
as the case may be.
(e) The Registrar or the London Issuing Agent, as the case may be,
shall
cancel any mutilated or defaced Notes, Receipts, Coupons and Talons
with respect
to which replacement Notes, Receipts, Coupons and Talons have been
issued
pursuant to this Section 20 and shall furnish the Bank with a
certificate
stating the serial numbers of the Notes, Receipts, Coupons and
Talons so
canceled and, unless otherwise instructed by the Bank in writing,
shall destroy
(in accordance with its customary procedures) such canceled Notes,
Receipts,
Coupons and Talons and furnish the Bank with a destruction
certificate
containing the information specified in Section 19(c).
(f) The Registrar or the London Issuing Agent, as the case may be,
shall,
on issuing any replacement Note, Receipt, Coupon or Talon,
forthwith inform the
Bank and the Paying Agents of the serial number of such replacement
Note,
Receipt, Coupon or Talon issued and (if known) of the serial number
of the Note,
Receipt, Coupon or Talon in place of which such replacement Note,
Receipt,
Coupon or Talon has been issued. Whenever replacement Receipts,
Coupons or
Talons are issued pursuant to the provisions of this Section 20,
the London
Issuing Agent shall also notify the Paying Agents of the maturity
dates of the
lost, stolen, mutilated, defaced or destroyed Receipts, Coupons or
Talons and of
the replacement Receipts, Coupons or Talons issued.
(g) The Registrar shall keep a full and complete record of all
replacement
Notes, Receipts, Coupons and Talons issued and shall make such
record available
at all reasonable times to the Bank and any persons authorized by
the Bank for
inspection and for the taking of copies thereof or extracts
therefrom.
(h) Whenever any Definitive Bearer Note, Receipt, Coupon or Talon
for which
a replacement Note, Receipt, Coupon or Talon has been issued and
with respect to
which the serial number is known is presented to any of the Paying
Agents for
payment, the relevant Paying Agent shall immediately send notice
thereof to the
Bank and the Registrar.
23
SECTION 21. Copies of This Agreement and Each Pricing Supplement
Available for
Inspection.
The Paying Agents shall, for as long as any Note remains
outstanding, hold
copies of this Agreement, the Offering Circular (as amended or
supplemented from
time to time), each Pricing Supplement (except that a Pricing
Supplement
relating to unlisted Notes will only be available for inspection by
a holder of
such a Note upon production of evidence satisfactory to the
relevant Paying
Agent as to the identity of such holder), the Bank's Articles of
Incorporation
and By-Laws, as amended or restated, and any documents incorporated
by reference
into the Offering Circular available for inspection during normal
business
hours. For this purpose, the Bank shall furnish the Paying Agents
with
sufficient copies of each of such documents.
SECTION 22. Commissions and Expenses.
The Bank shall pay to the Agents such fees and commissions as the
Bank and
each of the Agents may separately agree from time to time in
writing with
respect to the services of the Agents hereunder together with any
reasonable and
properly documented expenses (including legal fees and expenses,
insurance
costs, printing, postage, tax, cable and advertising expenses)
incurred by the
Agents in connection with their said services. Nothing in this
Agreement shall
obligate the Agents to take any action which would involve any such
expenses,
unless and until such Agent shall have received payment in respect
thereof. At
the request of the Agents, the parties to this Agreement may, from
time to time
during the continuance of this Agreement review the commissions
agreed initially
pursuant to this Section 22 with a view to determining whether the
parties can
mutually agree upon any changes to such commissions.
SECTION 23. Indemnity.
(a) The Bank shall indemnify each of the Agents (which for purposes
of this
Section 23 shall include its officers, directors, employees and
agents) against
any direct losses, liabilities, costs, claims, actions, demands or
expenses
(including, but not limited to, all reasonable costs, charges and
expenses
(including counsel fees and expenses) paid or incurred in disputing
or defending
any of the foregoing) which it may incur or which may be made
against any of the
Agents as a result of or in connection with its appointment by the
Bank or the
exercise of its powers and duties hereunder or the Interest
Calculation Agency
Agreement, Exchange Rate Agent Agreement, or pursuant to
instructions from the
Bank, except such as may result from its own willful default, gross
negligence
or bad faith or that of its officers, directors or employees or the
breach by it
of the terms of this Agreement.
(b) The Agents shall not be liable for any action taken or omitted
hereunder except for their own willful default, gross negligence or
bad faith or
that of their respective officers, directors or employees or the
breach by any
of them of the terms of this Agreement.
(c) The obligations of the Bank under this section shall survive
the
payment of the Notes, the resignation or removal of any Agent and
the
termination of this Agreement.
24
SECTION 24. Repayment by the Paying Agents.
(a) The Paying Agents shall, forthwith on written demand, repay to
the Bank
sums equivalent to any amounts paid by the Bank to the Paying Agent
for the
payment of principal (and premium, if any) or interest with respect
to any
Registered Notes and remaining unclaimed at the end of two years
after the
principal of such Registered Notes shall have become due and
payable (whether at
the Stated Maturity Date or otherwise) and monies sufficient
therefor shall have
been duly made available for payment, provided that there is not
any
outstanding, bona fide and proper claim with respect to such
amounts. Upon such
repayment all liability of the Paying Agent with respect to such
funds shall
thereupon cease.
(b) Bearer Notes, Receipts and Coupons shall become void unless
presented
for payment within a period of two years from the date on which the
related
payment of principal or interest shall have become due and payable
and monies
sufficient therefor shall have been made available for payment. The
Paying
Agents shall, forthwith on written demand, repay to the Bank sums
equivalent to
any amounts paid by the Bank to the Paying Agents for the payment
of principal
(premium, if any) or interest with respect to any such Bearer Note,
Receipt or
Coupon and remaining unclaimed when such Bearer Note, Receipt or
Coupon becomes
void and all liability with respect thereto shall thereupon cease.
SECTION 25. Conditions of Appointment.
(a) Each Agent shall be entitled to deal with money paid to it by
the Bank
for the purpose of this Agreement in the same manner as other money
paid to a
banker by its customers except:
(i) that it shall not exercise any right of set-off, lien or
similar
claim in respect thereof;
(ii) as provided in Section 25(b) below; and
(iii) that it shall not be liable to account to the Bank for any
interest thereon except as otherwise agreed in writing between the
Bank and
an Agent.
(b) In acting hereunder and in connection with the Notes, the
Agents shall
act solely as agents of the Bank and will not thereby assume any
obligations
towards or relationship of agency or trust for or with any of the
owners or
holders of the Notes, Receipts, Coupons or Talons, except that all
funds held by
the Paying Agents for payment to the Noteholders shall be held for
the benefit
of such holders or owners and applied as set forth herein, but need
not be
segregated from other funds except as required by law.
(c) The Agents hereby undertake to the Bank to perform such
obligations and
duties, and shall be obligated to perform such duties and only such
duties, as
are expressly stated herein, in the Notes, the Procedures
Memorandum and any
Supplement specifically set forth, and no implied duties or
obligations shall be
read into this Agreement or the Notes or the Procedures Memorandum
against any
of the Agents. In no event shall the Agents be liable for special,
indirect or
consequential loss or damages of any kind (including, but not
limited to, lost
profits).
25
(d) The Agents may consult with legal and other professional
advisers of
its selection and the opinion of such advisers, rendered in good
faith, shall be
full and complete protection with respect to any action taken,
omitted or
suffered hereunder in good faith in accordance with the opinion of
such
advisers.
(e) Each of the Agents shall be protected and shall incur no
liability for
or with respect to any action taken, omitted or suffered in
reliance upon any
instruction, request or order from the Bank or any notice,
resolution,
direction, consent, certificate, affidavit, statement, cable,
telex, facsimile
or other paper or document which it reasonably believes to be
genuine and to
have been delivered, signed or sent by an Authorized
Representative.
(f) Any of the Agents and any of their officers, directors and
employees
may become the owner of, or acquire any interest in, any Notes,
Receipts,
Coupons or Talons with the same rights that it or he would have if
such Agent(s)
concerned were not appointed hereunder, and may engage or be
interested in any
financial or other transaction with the Bank and may act on, or as
depositary,
trustee or agent for, any committee or body of holders of Notes or
Coupons or in
connection with any other obligations of the Bank as surely as if
such Agent(s)
were not appointed hereunder.
(g) To the extent permitted by law, each of the Agents shall be
entitled to
deem and treat the bearer of any Bearer Note as the absolute owner
thereof.
SECTION 26. Communication Between the Parties.
A copy of all material notifications and communications relating to
the
subject matter of this Agreement between any Noteholders,
Receiptholders or
Couponholders and any of the Agents or the Registrar shall be sent
to the Bank
by the relevant Agent or the Registrar, as the case may be.
SECTION 27. Changes in Agents.
(a) The Bank agrees that, until no Note is outstanding or until
monies for
the payment of all amounts with respect to all outstanding Notes
have been made
available to the Paying Agents (whichever is the later):
(i) so long as any Notes are listed, quoted and/or traded on any
Stock
Exchange, there will at all times be such paying, issuing, listing
and
other agents having a specified office in each location required by
the
rules and regulations of the relevant Stock Exchange;
(ii) there will at all times be a Paying Agent, a Registrar, a
London
Issuing Agent and Transfer Agent with a specified office in a city
in
continental Europe unless, in respect of any Paying Agent, payments
are
permitted to be made in the United States and the Bank shall have
appointed
a Paying Agent in the United States; and
(iii) in the event that European Council Directive 2003/48/EC or
any
other Directive implementing the conclusions of the ECOFIN Council
meeting
of 26-27 November 2000 is brought into force, the Bank will ensure
that it
maintains a Paying
26
Agent in a member state of the European Union that will not be
obliged to
withhold or deduct tax pursuant to such Directive.
Any variation, termination, appointment or change shall only take
effect (other
than in the case of insolvency, when it shall be of immediate
effect) after not
less than 30 nor more than 45 days prior notice thereof shall have
been given to
the Noteholders in accordance with Section 18, provided that no
such variation,
termination, appointment or change shall take effect (except in the
case of
insolvency) within 15 days before or after any Interest Payment
Date.
(b) Subject to Section 27(a), the Bank may terminate the
appointment of any
Agent at any time and/or appoint one or more further relevant
Agents by giving
to the relevant Agent at least 45 days notice in writing to that
effect.
(c) Subject to Section 27(a), all or any of the Paying Agents or
Transfer
Agents may resign their respective appointments hereunder at any
time by giving
the Bank at least 45 days written notice to that effect, except
that in the case
of any Paying Agent, upon the European Union Directive 2003/48/EC
on the
taxation of savings adopted by the European Union Council of
Economic and
Finance Ministers meeting on 26-27 November 2000, or any law
implementing or
complying with, or introduced in order to conform to, such
Directive, becoming
effective, such resignation shall not take effect until the Bank
has appointed a
Paying Agent in a member state of the European Union that will not
be obliged to
withhold or deduct tax from payment in respect of such Notes
pursuant to any
such Directive or law.
(d) The Bank agrees with each Agent that if, by the day falling 10
days
before the expiry of any notice under the above clause, the Bank
has not
appointed a replacement agent, then the relevant Agent shall be
entitled, on
behalf of the Bank, to appoint in its place any reputable financial
institution
of good standing and the Bank shall not unreasonably object to such
appointment.
If the relevant Agent is unable to appoint a replacement agent, the
relevant
Agent may petition any court of competent jurisdiction for the
appointment of a
replacement agent.
(e) Prior to its resignation or removal becoming effective, the
relevant
Paying Agent, Registrar, London Issuing Agent, Listing Agent or
Transfer Agent:
(i) shall, in the case of a Paying Agent, forthwith transfer all
monies held by it hereunder and the records referred to in Sections
11(a),
19(c) and 20(g) to the successor Paying Agent hereunder; and
(ii) shall be entitled to the payment by the Bank of its
commissions
and fees for the services theretofore rendered hereunder in
accordance with
the terms of Section 22.
(f) Upon its appointment becoming effective, any new Paying Agent,
London
Issuing Agent, Registrar, Listing Agent or Transfer Agent shall,
without further
act, deed or conveyance, become vested with all the authority,
rights, powers,
trusts, immunities, duties and obligations of such predecessor with
like effect
as if originally named as a Paying Agent, London Issuing Agent,
Registrar,
Listing Agent or Transfer Agent, respectively, hereunder.
27
SECTION 28. Merger and Consolidation.
Any corporation into which any Agent may be merged, or any
corporation with
which any Agent may be consolidated, or any corporation resulting
from any
merger or consolidation to which any Agent shall be a party, or any
corporation
to which any Agent shall sell or otherwise transfer all or
substantially all of
the assets of such Agent shall, on the date when such merger,
consolidation or
transfer becomes effective and to the extent permitted by any
applicable laws,
become the successor Agent under this Agreement without the
execution or filing
of any paper or any further act on the part of the parties hereto,
unless
otherwise required by the Bank, and after the said effective date
all references
in this Agreement to such Agent shall be deemed to be references to
such
corporation. Notice of any such merger, consolidation or transfer
shall
forthwith be given to the Bank by the relevant Agent.
SECTION 29. Notifications.
Following receipt of notice of resignation from any Agent and
forthwith
upon appointing a successor or other Agent, as the case may be, or
on giving
notice to terminate the appointment of any Agent, the Bank shall
give or cause
to be given not more than 45 days nor less than 30 days notice
thereof to the
Noteholders in accordance with Section 18.
SECTION 30. Change of Specified Office.
If any Agent determines to change its specified office it shall
give to the
Bank written notice of such determination giving the address of the
new
specified office, which shall be in the same city, and stating the
date on which
such change is to take effect, which shall not be less than 45 days
thereafter.
The Bank shall within 15 days of receipt of such notice (unless the
appointment
of the relevant Agent is to terminate pursuant to Section 27 on or
prior to the
date of such change) give or cause to be given not more than 45
days nor less
than 30 days notice thereof to the Noteholders in accordance with
Section 18.
SECTION 31. Notices.
Any notice or communication given to any party hereunder shall be
sufficiently given or served if sent by facsimile transmission to
the relevant
number specified on the signature page hereof and, if so sent,
shall be deemed
to have been delivered upon transmission, provided such
transmission is
confirmed when an acknowledgment of receipt is received (in the
case of
facsimile transmission).
SECTION 32. Taxes and Stamp Duties.
The Bank agrees to pay any and all stamp and other documentary
taxes or
duties (other than any interest or penalties arising as a result of
a failure by
any other person to account promptly to the relevant authorities
for any such
duties or taxes after such person shall have received from the Bank
the full
amount payable in respect thereof) which may be payable in
connection with the
execution, delivery, performance and enforcement of this Agreement.
28
SECTION 33. Currency Indemnity.
If, under any applicable law and whether pursuant to a judgment
being made
or registered against the Bank or for any other reason, any payment
under or in
connection with this Agreement is made or is to be satisfied in a
currency (the
"other currency") other than that in which the relevant payment is
expressed to
be due under this Agreement, the Bank shall arrange to supply the
other currency
to the relevant Agent, in accordance with the payment timeframes
specified in
Section 13(a) of this Agreement.
SECTION 34. Amendments.
(a) The Notes and any Talons, Receipts and Coupons attached to the
Definitive Bearer Notes and this Agreement may be amended by the
Bank (upon
notice to the parties hereto):
(i) for the purpose of curing any ambiguity, or of curing,
correcting
or supplementing any defective provision contained therein or
herein;
(ii) to make any further modifications of the terms of this
Agreement
necessary or desirable to allow for the issuance of any additional
Notes
(which modifications shall not be materially adverse to holders of
outstanding Notes); or
(iii) in any manner which the Bank (and, in the case of this
Agreement, the parties hereto) may deem necessary or desirable and
which
shall not materially adversely affect the interests of the holders
of the
Notes, Talons, Receipts and Coupons, to all of which each holder of
Notes,
Talons, Receipts and Coupons shall, by acceptance thereof, be
deemed to
have consented;
provided, however, that no such modification or amendment may,
without the
consent of the holder of each outstanding Note affected thereby,
(1) change the
Stated Maturity Date with respect to any Note or reduce or cancel
the amount
payable at maturity; (2) reduce the amount payable or modify the
payment date
for any interest with respect to any Note or vary the method of
calculating the
rate of interest with respect to any Note; (3) reduce any minimum
interest rate
and/or maximum interest rate with respect to any Note; (4) modify
the currency
in which payments under any Note and/or any Coupons appertaining
thereto are to
be made; (5) change the obligation of the Bank to pay Additional
Amounts with
respect to Notes, Talons, Receipts and Coupons; (6) reduce the
percentage in
principal amount of outstanding Notes the consent of the holders of
which is
necessary to modify the provisions of the Notes or to waive any
future
compliance or past default. Any instrument given by or on behalf of
any holder
of a Note in connection with any consent to any such modification,
amendment or
waiver shall be irrevocable once given and shall be conclusive and
binding on
all subsequent holders of such Note. Any modifications, amendments
or waivers to
this Agreement or the provisions of the Notes, Talons, Receipts and
Coupons
shall be conclusive and binding on all holders of Notes, Talons,
Receipts and
Coupons, whether or not notation of such modifications, amendments
or waivers is
made upon the Notes, Receipts, Coupons and Talons. It will not be
necessary for
the consent of the holders of Notes to approve the particular form
of any
proposed amendment, but it shall be sufficient if such consent
shall approve the
substance thereof; provided that the Agents shall have
29
no responsibility for preparing any summary or other notice of such
substance to
be provided to holders of Notes in connection with any amendment
hereto.
SECTION 35. References to Additional Amounts.
All references in this Agreement to principal, premium and interest
in
respect of any Note shall, unless the context otherwise requires,
be deemed to
mean and include all Additional Amounts, if any, payable in respect
thereof as
set forth in such Note.
SECTION 36. Descriptive Headings.
The descriptive headings in this Agreement are for convenience of
reference
only and shall not define or limit the provisions hereof.
SECTION 37. Governing Law.
This Agreement is governed by, and shall be construed in accordance
with,
the laws of the State of New York, without regard to conflicts of
laws
principles thereof, and all applicable federal laws and
regulations.
SECTION 38. Counterparts.
This Agreement may be executed by any one or more of the parties
hereto in
any number of counterparts, each of which shall be deemed to be an
original, but
all such counterparts shall together constitute one and the same
instrument.
30
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of
the date first above written.
The Bank
SUNTRUST BANK
SunTrust Bank
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
By:
Attention: Mark A. Chancy
--------------------------------
Telephone: (404) 581-1281
Name:
Facsimile: (404) 724-3749
Title:
The Registrar and Domestic Paying Agent
DEUTSCHE BANK TRUST COMPANY AMERICAS
DEUTSCHE BANK TRUST COMPANY AMERICAS
60 Wall Street - 27th Floor
New York, New York
10005
By:
Attention: Trust and Securities Services
---------------------------------
Telephone: (212) 250-7345
Name:
Facsimile: (212) 797-8615
Title:
The London Paying Agent
and London Issuing Agent
DEUTSCHE BANK AG LONDON
DEUTSCHE BANK AG LONDON
Winchester House
1 Great Winchester Street
By:
London EC2N 2DB
---------------------------------
Attention: Trust and Securities Services
Name:
Telephone: 44-207-545-8000
Title:
Facsimile: 44-207-547-3665
The Luxembourg Paying Agent
and Transfer Agent
DEUTSCHE BANK LUXEMBOURG S.A.
DEUTSCHE BANK LUXEMBOURG S.A.
2 Boulevard Konrad Adenauer
L-115
By:
Luxembourg
---------------------------------
Attention: Coupon Paying Department
Name:
Telephone: (352) 421-221
Title:
Facsimile: (352) 473-136
31
The Listing Agent
KREDIETBANK S.A. LUXEMBOURGEOISE
KREDIETBANK S.A. LUXEMBOURGEOISE
43 Boulevard Royal
L-2955 Luxembourg
By:
Attention: Corporate Trust Department
---------------------------------
Telephone: 352-479-73933
Name:
Facsimile: 352-479-773951
Title:
32
EXHIBIT A
FORM OF REGISTERED GLOBAL NOTE
[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITARY") TO
SUNTRUST BANK (THE "BANK") OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF,
OR IN EXCHANGE
FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO), 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.
THIS NOTE IS A GLOBAL SECURITY AND, UNLESS AND UNTIL THIS NOTE IS
EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, IT MAY NOT BE
TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
THE NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.](1)
[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN
OBLIGATION OF
SUNTRUST BANK (THE "BANK") AND IS SUBORDINATED TO THE CLAIMS OF
DEPOSITORS AND
GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A
LOAN BY THE
BANK AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS
NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER
INSURER.]
[SENIOR NOTE: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND
UNSUBORDINATED
GENERAL OBLIGATION OF SUNTRUST BANK (THE "BANK"). THE OBLIGATIONS
EVIDENCED BY
THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND
UNSUBORDINATED
OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DEPOSIT
LIABILITIES,
THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE
LAW. THIS
NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT
INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]
THIS NOTE IS ISSUABLE ONLY IN MINIMUM DENOMINATIONS OF US$100,000
AND INTEGRAL
MULTIPLES OF US$1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL
INTEREST IN
THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST OF US$100,000
PRINCIPAL
AMOUNT OR ANY INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF
THIS NOTE AT
ALL TIMES.
----------
(1)
Delete in the case of all Registered Global Notes other than DTC
Global
Notes.
A-1
[DISCOUNT NOTES: THIS NOTE IS ISSUED WITH "ORIGINAL ISSUE DISCOUNT
FOR PURPOSES
OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986
AS AMENDED.
HOLDERS MAY CONTACT [__________] AT [__________] TO RECEIVE
INFORMATION WITH
RESPECT TO THE CALCULATION OF ORIGINAL ISSUE DISCOUNT.]
No.
R-
REGISTERED
-----------------
CUSIP No.:
---------------
ISIN No.:
----------------
Common Code:
-------------
SUNTRUST BANK
GLOBAL BANK NOTE
(Registered Global Note)
ORIGINAL ISSUE DATE:
PRINCIPAL AMOUNT:
SPECIFIED CURRENCY:
MATURITY DATE:
U.S. dollar
FIXED RATE NOTE
Other:
FLOATING RATE NOTE
SUNTRUST BANK, a bank organized under the laws of the State of
Georgia (the
"Bank"), for value received, hereby promises to pay to
_______________, or
registered assigns, the principal amount specified above as
adjusted in
accordance with Schedule 1 hereto, on the Maturity Date specified
above (except
to the extent redeemed or repaid prior to the Maturity Date) and to
pay interest
thereon (i) in accordance with the provisions set forth on the
reverse hereof
under the caption "Fixed Rate Interest Provisions," if this Note is
designated
as a "Fixed Rate Note" above, or (ii) in accordance with the
provisions set
forth on the reverse hereof under the caption "Floating Rate
Interest
Provisions," if this Note is designated as a "Floating Rate Note"
above, in each
case as such provisions may be modified or supplemented by the
terms and
provisions set forth in the Pricing Supplement attached hereto (the
"Pricing
Supplement"), and (to the extent that the payment of such interest
shall be
legally enforceable) to pay interest at the Default Rate per annum
specified in
the Pricing Supplement on any overdue principal and premium, if
any, and on any
overdue installment or interest. The interest so payable, and
punctually paid or
duly provided for, on any Interest Payment Date will be paid to the
person in
whose name this Note (or any predecessor Note) is registered at the
close of
business on the fifteenth calendar day (whether or not a Business
Day (as
defined on the reverse hereof)) next preceding the applicable
Interest Payment
Date (unless otherwise specified in the Pricing Supplement) (each,
a "Regular
Record Date"); provided, however, that interest payable at Maturity
(as defined
on the reverse hereof) will be payable to the person to whom
principal shall be
payable. Any such interest not so punctually paid or duly provided
for shall
forthwith cease to be payable to the holder as of the close of
business on such
Regular Record Date, and shall
A-2
instead be payable to the person in whose name this Note (or any
predecessor
Note) is registered at the close of business on a special record
date for the
payment of such defaulted interest (the "Special Record Date") to
be fixed by
the Registrar (as defined below), notice whereof shall be given by
the Registrar
to the holder of this Note not less than 15 calendar days prior to
such Special
Record Date.
This Note is one of a duly authorized issue of the Bank's notes due
from 7
days to 30 years or more from date of issue (the "Notes"). The
Notes are issued
in accordance with the Amended and Restated Global Agency
Agreement, dated as of
March 31, 2004 (the "Global Agency Agreement"), among the Bank and
Deutsche Bank
Trust Company Americas, as paying agent (the "Domestic Paying
Agent") and as
registrar (the "Registrar"), Deutsche Bank AG London, as paying
agent (the
"London Paying Agent") and as issuing agent (the "London Issuing
Agent") and
Deutsche Bank Luxembourg S.A. as transfer agent (the "Transfer
Agent") and as
paying agent (the "Luxembourg Paying Agent", together with the
Domestic Paying
Agent and the London Paying Agent, the "Paying Agents", and
individually, a
"Paying Agent") and Kredietbank S.A. Luxembourgeoise as listing
agent (the
"Listing Agent"). The terms Domestic Paying Agent, Registrar,
London Paying
Agent, London Issuing Agent, Luxembourg Paying Agent, Transfer
Agent and Listing
Agent shall include any additional or successor agents appointed in
such
capacities by the Bank.
The Bank shall cause to be kept at the office of the Registrar
designated
below a register (the register maintained in such office or any
other office or
agency of the Registrar, herein referred to as the "Note Register")
in which,
subject to such reasonable regulations as it may prescribe, the
Bank shall
provide for the registration of Notes issued in registered form and
of transfers
of such Notes. The Bank has initially appointed Deutsche Bank Trust
Company
Americas, acting through its principal office at 60 Wall Street,
27th Floor, New
York, New York 10005, as "Registrar" for the purpose of registering
Notes issued
in registered form and transfers of such Notes. The Bank reserves
the right to
rescind such designation at any time, and to transfer such function
to another
bank or financial institution.
The transfer of this Note is registrable in the Note Register, upon
surrender of the Note for registration of transfer at the office or
agency of
the Registrar or any transfer agent maintained for that purpose,
duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to
the Registrar (or such transfer agent) duly executed by, the holder
hereof or
its attorney duly authorized in writing.
Payment of principal of, and premium, if any, and interest on, this
Note
due at Maturity will be made in immediately available funds upon
presentation
and surrender of this Note at the office of a Paying Agent
maintained for that
purpose; provided, that this Note is presented to such Paying Agent
in time for
such Paying Agent to make such payment in accordance with its
normal procedures.
Payments of interest an this Note (other than at Maturity) will be
made by wire
transfer to such account as has been appropriately designated to a
Paying Agent
by the person entitled to such payments.
Reference is made to the further provisions of this Note set forth
on the
reverse hereof and in the Pricing Supplement, which further
provisions shall for
all purposes have the same effect as if set forth at this place. In
the event of
any conflict between the provisions contained
A-3
herein or on the reverse hereof and the provisions contained in the
Pricing
Supplement attached hereto, the latter shall control. References
herein to "this
Note," "hereof," "herein" and comparable terms shall include the
Pricing
Supplement attached hereto.
Unless the certificate of authentication hereon has been executed
by the
Registrar, by manual signature of an authorized signatory, this
Note shall not
be valid or obligatory for any purpose.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW
PRINCIPLES
THEREOF, AND ALL APPLICABLE FEDERAL LAWS AND REGULATIONS.
IN WITNESS WHEREOF, the Bank has caused this Note to be duly
executed.
SUNTRUST BANK
By:
------------------------------------
Name:
Title:
Dated:
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the
within-mentioned Global Agency Agreement.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Registrar
By:
------------------------------------
Name:
Title:
A-4
[ATTACH PRICING SUPPLEMENT]
A-5
[Reverse of Note]
[ATTACH REVERSE OF NOTE IN FORM
OF EXHIBIT K TO THE GLOBAL AGENCY AGREEMENT]
A-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
within
Note, shall be construed as though they were written out in full
according to
applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN
- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - _____________ Custodian _____________
(Cust)
(Minor)
under Uniform Gifts to Minors Act
----------------------------
State
Additional abbreviations may also be used though not in the above
list.
A-7
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
---------------------------------
------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
---------------------------------
---------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
(Please print or typewrite name and address,
including postal zip code, of assignee)
------------------------------------------------------------------
the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints
-----------------------------
------------------------------------------------------------------
to transfer said Note on the books of the Bank, with full power of
substitution
in the premises.
Dated:
------------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the within Note in every
particular, without alteration or
enlargement or any change whatsoever.
----------------------------------------
Signature Guarantee
NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad-15 under
the Securities Exchange Act of 1934.
A-8
Schedule 1
SCHEDULE OF TRANSFERS AND EXCHANGES
The following increases and decreases in the principal amount of
this Note
have been made:
Increase (Decrease)
in Principal Amount
of this Note Due to
Principal
Notation made
Transfer Among
Amount of this Note
by or on behalf
Date of Transfer
Global Notes
After Transfer
of the Bank
----------------
-------------------
-------------------
---------------
----------------
-------------------
-------------------
---------------
----------------
-------------------
-------------------
---------------
----------------
-------------------
-------------------
---------------
----------------
-------------------
-------------------
---------------
A-9
EXHIBIT B
FORM OF DEFINITIVE REGISTERED NOTE
[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN
OBLIGATION OF
SUNTRUST BANK (THE "BANK") AND IS SUBORDINATED TO THE CLAIMS OF
DEPOSITORS AND
GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A
LOAN BY THE
BANK AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS
NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER
INSURER.]
[SENIOR NOTE: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND
UNSUBORDINATED
GENERAL OBLIGATION OF SUNTRUST BANK (THE "BANK"). THE OBLIGATIONS
EVIDENCED BY
THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND
UNSUBORDINATED
OBLIGATIONS OF THE BANK, EXCEPT OBLIGATIONS, INCLUDING ITS DEPOSIT
LIABILITIES,
THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE
LAW. THIS
NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT
INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]
THIS NOTE IS ISSUABLE ONLY IN MINIMUM DENOMINATIONS OF US$100,000
AND INTEGRAL
MULTIPLES OF US$1,000 IN EXCESS THEREOF. EACH OWNER OF A BENEFICIAL
INTEREST IN
THIS NOTE IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN US$100,000
PRINCIPAL
AMOUNT OR ANY INTEGRAL MULTIPLE OF US$1,000 IN EXCESS THEREOF OF
THIS NOTE AT
ALL TIMES.
[DISCOUNT NOTES: THIS NOTE IS ISSUED WITH "ORIGINAL ISSUE DISCOUNT"
FOR PURPOSES
OF SECTION 1273 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986,
AS AMENDED.
HOLDERS MAY CONTACT [___________________________________] AT
[_________________]
TO RECEIVE INFORMATION WITH RESPECT TO THE CALCULATION OF ORIGINAL
ISSUE
DISCOUNT.]
No. R- _____________________
REGISTERED
CUSIP No.: _________________
ISIN No.: __________________
Common Code: _______________
B-1
SUNTRUST BANK
BANK NOTE
(Definitive Registered Note)
ORIGINAL ISSUE DATE:
PRINCIPAL AMOUNT:
MATURITY DATE:
SPECIFIED CURRENCY:
[_] U.S. dollar
[_] Other:
OPTION TO ELECT PAYMENT IN SPECIFIED CURRENCY (if Specified
Currency is other
than the United States dollar):
[_] Yes
[_] No
AUTHORIZED DENOMINATIONS:
INTEREST PAYMENT DATES:
[_] FIXED RATE NOTE INTEREST RATE: ________%
[_] FLOATING RATE NOTE
INTEREST RATE DETERMINATION:
[_] ISDA RATE
MARGIN (PLUS OR MINUS):
DESIGNATED MATURITY:
FLOATING RATE OPTION:
RESET DATE:
[_] REFERENCE RATE DETERMINATION
INDEX MATURITY:
INITIAL INTEREST RATE: ___%
INTEREST RATE BASIS OR BASES:
IF LIBOR:
[_] LIBOR Moneyline Telerate
Page:
[_] LIBOR Reuters
Page:
IF CMT RATE:
Designated CMT
Moneyline Telerate Page:
7051
7052
SPREAD (PLUS OR MINUS)
AND/OR SPREAD MULTIPLIER:
INTEREST RESET PERIOD:
INITIAL INTEREST RESET DATE:
INTEREST RESET DATES:
INTEREST CALCULATION:
[_] Regular Floating Rate Note
[_] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date:
Fixed Interest Rate:
[_] Inverse Floating Rate Note
Fixed Interest Rate:
RECORD DATES (if other than the 15th day prior to each Interest
Payment Date):
MAXIMUM INTEREST RATE: _____%
MINIMUM INTEREST RATE: _____%
INITIAL REDEMPTION DATE:
B-2
INITIAL REDEMPTION PERCENTAGE: _____%
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
HOLDER'S OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[_] 30/360 for the period from and including ___ to but excluding
___.
[_] Actual 360 for the period from and including __ to but
excluding ___.
[_] Actual/Actual for the period from and including __ to but
excluding __.
Actual/Actual (ISMA) for the period from and including ________ to
but excluding
_____.
If Actual/Actual (ISMA) Fixed Rate Day Count Convention:
Interest Commencement Date:
Determination Dates:
[_] Other:
BUSINESS DAY CONVENTION
[_] Floating Rate Convention
[_] Following Business Day Convention
[_] Modified Following Business Day Convention
[_] Preceding Business Day Convention
INDEX CURRENCY:
DEFAULT RATE: ____%
EXCHANGE RATE AGENT:
CALCULATION AGENT (if other than Deutsche Bank Trust Company
Americas):
ORIGINAL ISSUE DISCOUNT
[_] Yes
[_] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Issue Price: ____%
B-3
[INDEXED NOTES: Insert relevant provisions from Pricing
Supplement.]
[DUAL CURRENCY NOTES: Insert relevant provisions from Pricing
Supplement.]
[INSTALLMENT NOTES: Insert relevant provisions from Pricing
Supplement.]
[PARTLY PAID NOTES: Insert relevant provisions from Pricing
Supplement.]
[Insert other applicable general provisions from Pricing
Supplement.]
REDENOMINATION (Yes/No): [if yes, insert details from Pricing
Supplement.]
B-4
SUNTRUST BANK, a bank organized under the laws of the State of
Georgia the
"Bank"), for value received, hereby promises to pay to
______________________,
or registered assigns, the principal amount specified above on the
Maturity Date
specified above (except to the extent redeemed or repaid prior to
the Maturity
Date) and to pay interest thereon (i) in accordance with the
provisions set
forth on the reverse hereof under the caption "Fixed Rate Interest
Provisions,"
if this Note is designated as a "Fixed Rate Note" above, or (ii) in
accordance
with the provisions set forth on the reverse hereof under the
caption "Floating
Rate Interest Provisions," if this Note is designated as a
"Floating Rate Note"
above, and (to the extent that the payment of such interest shall
be legally
enforceable) to pay interest at the Default Rate per annum,
specified above, on
any overdue principal and premium, if any, and on any overdue
installment of
interest. The interest so payable, and punctually paid or duly
provided for, on
any Interest Payment Date specified above will be paid to the
person in whose
name this Note (or any predecessor Note) is registered at the close
of business
on the fifteenth calendar day (whether or not a Business Day (as
defined on the
reverse hereof)) next preceding the applicable Interest Payment
Date, unless
otherwise specified above (each, a "Regular Record Date");
provided, however,
that interest payable at Maturity (as defined on the reverse
hereof) will be
payable to the person to whom principal shall be payable. Any such
interest not
so punctually paid or duly provided for shall forthwith cease to be
payable to
the holder as of the close of business on such Regular Record Date,
and shall
instead be payable to the person in whose name this Note (or any
predecessor
Note) is registered at the close of business on a special record
date for the
payment of such defaulted interest (the "Special Record Date") to
be fixed by
the Registrar (as defined below), notice whereof shall be given by
the Registrar
to the holder of this Note not less than 15 calendar days prior to
such Special
Record Date.
This Note is one of a duly authorized issue of the Bank's notes due
from 7
days to 30 years or more from date of issue (the "Notes"). The
Notes are issued
and to be issued in accordance with an Amended and Restated Global
Agency
Agreement, dated as of March 31, 2004 (the "Global Agency
Agreement"), among the
Bank; Deutsche Bank Trust Company Americas, as paying agent (the
"Domestic
Paying Agent") and as registrar (the "Registrar"); Deutsche Bank AG
London, as
paying agent (the "London Paying Agent") and as issuing agent (the
"London
Issuing Agent"); and Deutsche Bank Luxembourg S.A. as transfer
agent (the
"Transfer Agent") and as paying agent (the "Luxembourg Paying
Agent;" together
with the Domestic Paying Agent and the London Paying Agent, the
"Paying Agents,"
and individually, a "Paying Agent") and Kredietbank S.A.
Luxembourgeoise as
listing agent (the "Listing Agent"). The terms Domestic Paying
Agent, Registrar,
London Paying Agent, Luxembourg Paying Agent, Transfer Agent and
Listing Agent
shall include any additional or successor agents appointed in such
capacities by
the Bank.
The Bank shall cause to be kept at the office of the Registrar
designated
below a register (the register maintained in such office or any
other office or
agency of the Registrar, herein referred to as the "Note Register")
in which,
subject to such reasonable regulations as it may prescribe, the
Bank shall
provide for the registration of Notes issued in registered form and
of transfers
of such Notes. The Bank has initially appointed Deutsche Bank Trust
Company
Americas, acting through its principal office at 60 Wall Street,
27th Floor, New
York, New York 10005, as "Registrar" for the purpose of registering
Notes issued
in registered form and transfers of such Notes. The Bank reserves
the right to
rescind such designation at any time, and to transfer such function
to another
bank or financial institution.
B-5
The transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office
or agency of
the Registrar or any transfer agent maintained for that purpose,
duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to
the Registrar (or such transfer agent) duly executed by the holder
hereof or its
attorney duly authorized in writing.
Payment of principal of and the premium, if any, and interest on,
this Note
due at Maturity will be made in immediately available funds upon
presentation
and surrender of this Note at the office of a Paying Agent
maintained for that
purpose; provided, that this Note is presented to such Paying Agent
in time for
such Paying Agent to make such payment in accordance with its
normal procedures.
Payments of interest on this Note (other than at Maturity) will be
made by check
mailed to the holder of this Note as of the Regular Record Date
with respect to
such Interest Payment Date at the address shown in the Note
Register specified
below, provided, however, that a holder of US$10,000,000 or more in
aggregate
principal amount (or the equivalent thereof in other currencies) of
Notes
(whether identical or different terms and provisions) shall be
entitled to
receive payments of interest, other than interest due at Maturity,
by wire
transfer of immediately available funds if appropriate written wire
transfer
instructions have been received by a Paying Agent not less than 16
days prior to
the applicable Interest Payment Date.
Reference is hereby made to the further provisions of this Note 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
Registrar in the case this Note is issued through DTC or the London
Issuing
Agent in the case this Note is issued only through Euroclear and/or
Clearstream,
Luxembourg, by manual signature of an authorized signatory, this
Note shall not
be valid or obligatory for any purpose.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW
PRINCIPLES
THEREOF, AND ALL APPLICABLE FEDERAL LAWS AND REGULATIONS.
IN WITNESS WHEREOF, the Bank has caused this Note to be duly
executed.
SUNTRUST BANK
By:
------------------------------------
Name:
Title:
Dated:
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Global
Agency
Agreement.
B-6
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Registrar
By:
------------------------------------
Name:
Title:
B-7
[ATTACH PRICING SUPPLEMENT]
B-8
[Reverse of Note]
[ATTACH REVERSE OF NOTE IN FORM
OF EXHIBIT K TO THE GLOBAL AGENCY AGREEMENT]
B-9
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of
the within Note, shall be construed as though they were written out
in full
according to applicable laws or regulations.
TEN COM
-
as tenants in common
TEN ENT
-
as tenants by the entireties
JT TEN
-
as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - _____________ Custodian _____________
(Cust)
(Minor)
under Uniform Gifts to Minors Act
_________________________________
State
Additional abbreviations may also be used though not in the above
list.
B-10
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
------------------------
------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
---------------------------------
---------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
(Please print or typewrite name and address,
including postal zip code, of assignee)
------------------------------------------------------------------
the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints
-----------------------------
------------------------------------------------------------------
------------------------------------------------------------------
to transfer said Note on the books of the Bank, with full power of
substitution
in the premises.
Dated:
------------------------------
----------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as written
upon the within Note in every
particular, without alteration or
enlargement or any change whatsoever.
----------------------------------------
Signature Guarantee
NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad-15 under
the Securities Exchange Act of 1934.
B-11
EXHIBIT C
FORM OF TEMPORARY BEARER GLOBAL NOTE
[SUBORDINATED NOTE: THE OBLIGATION EVIDENCED BY THIS NOTE IS AN
OBLIGATION OF
SUNTRUST BANK (THE "BANK")AND IS SUBORDINATED TO THE CLAIMS OF
DEPOSITORS AND
GENERAL CREDITORS OF THE BANK, IS INELIGIBLE AS COLLATERAL FOR A
LOAN BY THE
BANK AND IS NOT SECURED. THIS OBLIGATION IS NOT A DEPOSIT AND IS
NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC") OR ANY OTHER
INSURER.]
[SENIOR NOTE: THIS NOTE IS A DIRECT, UNCONDITIONAL, UNSECURED AND
UNSUBORDINATED
GENERAL OBLIGATION OF SUNTRUST BANK (THE "BANK"). THE OBLIGATIONS
EVIDENCED BY
THIS NOTE RANK PARI PASSU WITH ALL OTHER UNSECURED AND
UNSUBORDINATED
OBLIGATIONS OF THE BANK EXCEPT OBLIGATIONS, INCLUDING ITS DEPOSIT
LIABILITIES,
THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES UNDER APPLICABLE
LAW. THIS
NOTE DOES NOT EVIDENCE A DEPOSIT AND IS NOT INSURED BY THE FEDERAL
DEPOSIT
INSURANCE CORPORATION ("FDIC") OR ANY OTHER INSURER.]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.*
BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS
THAT IT IS NOT
A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN
SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND THE REGULATIONS
THEREUNDER) AND THAT
IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER
THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL
REVENUE CODE
AND THE REGULATIONS THEREUNDER).**
THIS NOTE IS A TEMPORARY BEARER GLOBAL NOTE. INTERESTS IN THIS
TEMPORARY BEARER
GLOBAL NOTE MAY NOT BE OFFERED OR SOLD TO A U.S. PERSON PRIOR TO
THE EXPIRATION
OF THE RESTRICTED PERIOD (SET FORTH HEREIN) EXCEPT IN CERTAIN
LIMITED
CIRCUMSTANCES.
No. B- ___________________
BEARER
ISIN No.: ________________
Common Code: _____________
----------
*
For Notes with a maturity at issuance of greater than 183 days.
**
For Notes with a maturity at issuance of 183 days or less. Said
Notes must
be in minimum denominations of U.S.$500,000 (or if in a foreign
currency,
the spot rate equivalent on the issue date).
C-1
SUNTRUST BANK
GLOBAL BANK NOTE
(Temporary Bearer Global Note)
ORIGINAL ISSUE DATE:
PRINCIPAL AMOUNT:
MATURITY DATE:
SPECIFIED CURRENCY:
[_] U.S. dollar
[_] Other:
OPTION TO ELECT PAYMENT IN SPECIFIED CURRENCY
(if Specified Currency is other than the United States dollar):
[_] Yes
[_] No
AUTHORIZED DENOMINATIONS:
INTEREST PAYMENT DATES:
[_] FIXED RATE NOTE INTEREST RATE: ____%
[_] FLOATING RATE NOTE
INTEREST RATE DETERMINATION:
[_] ISDA RATE
MARGIN (PLUS OR MINUS):
DESIGNATED MATURITY:
FLOATING RATE OPTION:
RESET DATE:
[_] REFERENCE RATE DETERMINATION
INDEX MATURITY:
INITIAL INTEREST RATE: ____%
INTEREST RATE BASIS OR BASES:
IF LIBOR:
[_] LIBOR Moneyline Telerate
Page:
[_] LIBOR Reuters
Page:
IF CMT RATE:
Designated CMT
Moneyline Telerate Page:
7051
7052
SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER:
INTEREST RESET PERIOD:
INITIAL INTEREST RESET DATE:
INTEREST RESET DATES:
INTEREST CALCULATION:
[_] Regular Floating Rate Note
[_] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date:
Fixed Interest Rate:
[_]
Inverse Floating Rate Note
Fixed Interest Rate:
RECORD DATES (if other than the 15th day prior to each Interest
Payment Date):
MAXIMUM INTEREST RATE: ____%
MINIMUM INTEREST RATE: ____%
INITIAL REDEMPTION DATE:
C-2
INITIAL REDEMPTION PERCENTAGE: ____%
ANNUAL REDEMPTION PERCENTAGE REDUCTION:
HOLDER'S OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[_] 30/360 for the period from and including ___ to but excluding
___.
[_] Actual 360 for the period from and including __ to but
excluding ___.
[_] Actual/Actual for the period from and including __ to but
excluding __.
Actual/Actual (ISMA) for the period from and including ____ to but
excluding
_____.
If Actual/Actual (ISMA) Fixed Rate Day Count Convention:
Interest Commencement Date:
Determination Dates:
BUSINESS DAY CONVENTION
[_] Floating Rate Convention
[_] Following Business Day Convention
[_] Modified Following Business Day Convention
[_] Preceding Business Day Convention
INDEX CURRENCY:
DEFAULT RATE: ____%
EXCHANGE RATE AGENT:
CALCULATION AGENT (if other than Deutsche Bank Trust Company
Americas):
ORIGINAL ISSUE DISCOUNT
[_] Yes
[_] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Issue Price: ____%
[_] Other:
C-3
[INDEXED NOTES: Insert relevant provisions from Pricing
Supplement.]
[DUAL CURRENCY NOTES: Insert relevant provisions from Pricing
Supplement.]
[INSTALLMENT NOTES: Insert relevant provisions from Pricing
Supplement.]
[PARTLY PAID NOTES: Insert relevant provisions from Pricing
Supplement.]
[Insert other applicable general provisions from Pricing
Supplement.]
REDENOMINATION (Yes/No): [if yes, insert details from Pricing
Supplement.]
C-4
SunTrust Bank, a bank organized under the laws of the State of
Georgia (the
"Bank"), for value received, hereby promises to pay to the bearer
hereof the
principal amount specified above, as adjusted in accordance with
Schedules 2 and
3, on the Maturity Date (except to the extent redeemed or repaid
prior to the
Maturity Date) specified above and to pay interest thereon (i) in
accordance
with the provisions set forth on the reverse hereof under the
caption "Fixed
Rate Interest Provisions," if this Note is designated as a "Fixed
Rate Note"
above, or (ii) in accordance with the provisions set forth on the
reverse hereof
under the caption "Floating Rate Interest Provisions," if this Note
is
designated as a "Floating Rate Note" above, and (to the extent that
the payment
of such interest shall be legally enforceable) to pay interest at
the Default
Rate per annum, specified above, on any overdue principal and
premium, if any,
and on any overdue installment of interest.
This Note is one of a duly authorized issue of the Bank's notes due
from 7
days to 30 years or more from date of issue (the "Notes"). The
Notes are issued
and to be issued in accordance with an Amended and Restated Global
Agency
Agreement, dated as of March 31, 2004 (the "Global Agency
Agreement"), among the
Bank; Deutsche Bank Trust Company Americas, as paying agent ("the
Domestic
Paying Agent") and as registrar (the "Registrar"); Deutsche Bank AG
London, as
paying agent (the "London Paying Agent"); and as issuing agent (the
"London
Issuing Agent"); Deutsche Bank Luxembourg S.A., as transfer agent
(the "Transfer
Agent") and as paying agent (the "Luxembourg Paying Agent;"
together with the
Domestic Paying Agent and the London Paying Agent, the "Paying
Agents;"
individually, a "Paying Agent"); and Kredietbank S.A.
Luxembourgeoise as listing
agent (the "Listing Agent"). The terms Domestic Paying Agent,
Registrar, London
Paying Agent, London Issuing Agent, Luxembourg Paying Agent,
Transfer Agent and
Listing Agent shall include any additional or successor agents
appointed in such
capacities by the Bank.
This Note is to be held by a common depositary for Euroclear Bank
S.A./N.V., as operator of the Euroclear System ("Euroclear"), and
Clearstream
Banking, societe anonyme ("Clearstream, Luxembourg") on behalf of
account
holders which have beneficial interests in this Note credited to
their
respective securities accounts with Euroclear or Clearstream,
Luxembourg from
time to time.
Prior to the Exchange Date (as defined below), all payments (if
any) on
this Note will only be made to the bearer hereof to the extent that
there is
presented to the London Paying Agent by Euroclear or Clearstream,
Luxembourg a
certificate, substantially in the form set out in Schedule 1
hereto, to the
effect that it has received from or with respect to a person owning
beneficially
a particular principal amount of this Note (as shown by its
records) a
certificate from such person in or substantially in the form of
Certificate "A"
as set out in Schedule 1 hereto. After the Exchange Date the holder
of this Note
will not be entitled to receive any payment of interest hereon.
Subject to the immediately succeeding sentence, on or after the
date which
is 40 days after the Original Issue Date specified above (the
"Exchange Date"),
this Note may be exchanged, in whole but not in part (free of
charge), for a
permanent global Note in bearer form (a "Permanent Bearer Global
Note")
containing, except with respect to rights of exchange, identical
terms and
provisions. From and after the date on which definitive Notes in
bearer form
("Definitive Notes") shall have been issued in exchange for
beneficial interests
in a Permanent
C-5
Bearer Global Note, this Note may be exchanged, in whole but not in
part (free
of charge), only for Definitive Notes. Any such exchanges will be
made upon
presentation of this Note by the bearer hereof at the offices of
the London
Paying Agent (or at such other place outside the United States of
America, its
territories and possessions, any State of the United States and the
District of
Columbia (the "United States") as the London Paying Agent may
agree) and
subject, in the case of an exchange for Definitive Notes, to at
least 60 days
written notice expiring at least 30 days after the Exchange Date
being given to
the London Paying Agent by Euroclear or Clearstream, Luxembourg.
The Permanent Bearer Global Note or the Definitive Notes, as the
case may
be, shall be so issued and delivered in exchange for this Note only
if there
shall have been presented to the London Issuing Agent by Euroclear
or
Clearstream, Luxembourg a certificate, substantially in the form
set out in
Schedule 1 hereto, to the effect that it has received from or with
respect to a
person owning beneficially a particular principal amount of this
Note (as shown
by its records) a certificate from such person in or substantially
in the form
of Certificate "A" as set out in Schedule 1 hereto.
On an exchange of the whole of this Note, this Note shall be
surrendered to
the London Paying Agent.
Unless otherwise provided herein, the principal of, and premium, if
any,
and interest on, this Note are payable in the Specified Currency
indicated above
(or, if such Specified Currency is not at the time of such payment
legal tender
for the payment of public and private debts, in such other coin or
currency of
the country which issued such Specified Currency as at the time of
such payment
is legal tender for the payment of debts).
Subject to any fiscal or other laws and regulations applicable
thereto in
the place of payment, payments on this Note will be made by
transfer to an
account in the Specified Currency (which, in the case of a payment
in yen to a
non-resident of Japan, shall be a non-resident account) maintained
by the payee
with, or by a check in the Specified Currency drawn on, a bank
(which, in the
case of a payment in yen to a non-resident of Japan, shall be an
authorized
foreign exchange bank) in the Principal Financial Center of the
country of the
Specified Currency (which, in the case of the euro, shall be deemed
for this
purpose to be the capital city of any country whose currency has
been replaced
by the euro or any other location designated in the applicable
Pricing
Supplement); provided, however, that a check may not be delivered
to an address
in, and an amount may not be transferred to an account at a bank
in, the United
States of America or its possessions by any office or agency of the
Bank or any
Paying Agent.
Payments of principal of, and premium, if any, and interest on this
Note
will be made in the manner specified above against presentation or
surrender, as
the case may be, of this Note at the office of the London Paying
Agent
maintained for that purpose, subject to the requirements as to
certification
provided herein. On any payment of an installment or interest being
made,
details of such payment shall be entered by or on behalf of the
Bank in Schedule
3 hereto and the relevant space in Schedule 3 hereto recording any
such payment
shall be signed by or on behalf of the Bank.
C-6
The bearer of this Note shall be the only person ent
