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Exhibit
4(e)
SUPPLEMENTAL AGREEMENT TO
THE AMENDED AND RESTATED
AGENCY
AGREEMENT
relating
to
BANK OF AMERICA
CORPORATION
U.S.
$50,000,000,000
Euro Medium-Term Note
Program
between
BANK OF AMERICA
CORPORATION
and
THE BANK OF NEW
YORK
as Issuing and Principal
Paying Agent
DATED AS OF JULY 26,
2007
INDEX
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Clause
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Page |
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1.
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Definitions and Interpretation |
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1 |
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2.
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Amendment
of the Agency Agreement |
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1 |
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3.
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Governing
Law |
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2 |
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4.
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Counterparts |
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2 |
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Schedule 1 – Form of Terms and
Conditions of the Notes
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4 |
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Schedule 2 – Form of Temporary
Global Note
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5 - 14 |
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Schedule 3 – Form of Permanent
Global Note
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15 - 24 |
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Schedule 4 – Forms of Definitive
Note, Coupon, Receipt and Talon
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25 - 37 |
THIS SUPPLEMENTAL AGREEMENT (this
“Agreement”) dated as of July 26, 2007 is made by
and between:
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(i) |
Bank of America Corporation, a Delaware corporation (the
“Issuer”); and |
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(ii) |
The Bank of New York (the “Agent” and the
“Issuing and Principal Paying Agent”). |
WHEREAS, the Issuer and the
Agent wish to update the arrangements originally agreed among the
Issuer and JPMorgan Chase Bank N.A., London Branch pursuant to an
Amended and Restated Agency Agreement dated August 21, 2006
(the “Prior Amended Agreement”) between the Issuer and
JPMorgan Chase Bank N.A., London Branch;
WHEREAS, JPMorgan Chase Bank
N.A., London Branch transferred all its corporate trust business to
The Bank of New York effective as of May 19, 2007, whereupon
The Bank of New York was thereafter regarded as the Agent and the
Issuing and Principal Paying Agent pursuant to Clause 20 of the
Agency Agreement;
WHEREAS, the Issuer proposes
to issue up to U.S. $50,000,000,000 (or its equivalent in other
currencies) in aggregate principal amount of Euro Medium-Term Notes
(the “Notes”) outstanding at any one time as provided
in an Amended and Restated Program Agreement dated August 21,
2006 (as amended and supplemented by the Supplemental Agreement to
the Amended and Restated Program Agreement of even date herewith)
among the Issuer, the Arranger and the Dealers named therein (the
“Program Agreement”) and as described in an Offering
Circular of even date herewith (the “Offering
Circular”);
WHEREAS, the Issuer and the
Agent wish to amend the Prior Amended Agreement with respect to the
securities to be issued by the Issuer under this Agreement on and
after the date hereof.
NOW, THEREFORE, it is agreed
as follows:
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1. |
Definitions and Interpretation |
Terms and expressions defined
or specifically interpretated in the Prior Amended Agreement shall
have the same meanings or interpretations in this Agreement, except
where the context requires otherwise.
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2. |
Amendment of the Agency Agreement |
(1) With respect to all Notes
issued under the Program Agreement on and after the date hereof,
the Prior Amended Agreement shall be amended by:
(a) deleting the form of
Terms and Conditions in Schedule 4 of the Prior Amended Agreement
and replacing it with the form of Terms and Conditions contained in
Schedule 1 hereto;
(b) deleting the form of
Temporary Global Note in Schedule 1 to the Prior Amended Agreement
and replacing it with the form of Temporary Global Note contained
in Schedule 2 hereto;
(c) deleting the form of
Permanent Global Note in Schedule 2 to the Prior Amended Agreement
and replacing it with the form of Permanent Global Note contained
in Schedule 3 hereto;
(d) deleting the forms of
Definitive Note, Coupon, Receipt and Talon in Schedule 3 to the
Prior Amended Agreement and replacing them with the forms of
Definitive Note, Coupon, Receipt and Talon in Part I, Part II, Part
III and Part IV, respectively, of Schedule 4 hereto;
(e) deleting the address
details for the Agent in Clause 23 of the Prior Amended Agreement
and replacing them with the following:
The Bank of New
York
One Canada Square
London E14 5AL
United Kingdom
Attn: Corporate
Trust
Facsimile: 020 7964 2536;
and
(f) deleting all references
to JPMorgan Chase Bank, N.A., London Branch and replacing them with
references to The Bank of New York.
(2) All other provisions of
the Prior Amended Agreement shall remain in full force and
effect.
(1) This Agreement shall be
governed by and construed in accordance with the laws of the State
of New York, United States of America, without regard to principles
of conflicts of laws.
(2) The Issuer and the Agent
each hereby irrevocably submit to the non-exclusive jurisdiction of
any United States federal court sitting in New York City, the
Borough of Manhattan over any suit, action or proceeding arising
out of or related to this Agreement (the
“Proceedings”). The Issuer and the Agent each
irrevocably waive, to the fullest extent permitted by law, any
objection which it may have to the laying of the venue of the
Proceedings brought in such a court and any claim that the
Proceedings have been brought in an inconvenient forum. The Issuer
and the Agent each agree that final judgment in the Proceedings
brought in such a court shall be conclusive and binding upon the
Issuer or the Agent, as the case may be, and may be enforced in any
court of the jurisdiction to which the Issuer or the Agent is
subject by a suit upon such judgment, provided that the
service of process is effected upon the Issuer and the Agent in the
manner specified in subsection (3) below or as otherwise
permitted by law.
(3) As long as any of the
Notes, Receipts, Coupons or Talons remains outstanding, the Issuer
shall at all times either maintain an office or have an authorized
agent in New York City upon whom process may be served in the
Proceedings. Service of process upon the Issuer at its offices or
upon such agent with written notice of such service mailed or
delivered to the Issuer shall, to the fullest extent permitted by
law, be deemed in every respect effective service of process upon
the Issuer in the Proceedings. The Issuer hereby continues the
appointment of CT Corporation System located at
111 Eighth Avenue, New York, New York 10011, U.S.A., as its
agent for such purposes, and covenants and agrees that service of
process in the Proceedings may be made upon it at its office or at
the specified offices of such agent (or such other addresses or at
the offices of any other authorized agents which the Issuer may
designate by written notice to the Agent) and prior to any
termination of such agencies for any reason, it will so appoint a
successor thereto as agent hereunder.
This Agreement may be
executed in any number of counterparts, all of which shall
constitute one and the same instrument. Any party may enter into
this Agreement by signing such a counterpart.
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed in their
respective corporate names by their respective officers thereunder
duly authorized as of the date and year first above
written.
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| BANK OF AMERICA CORPORATION |
| as Issuer |
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| By |
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/s/ B. KENNETH BURTON,
JR.
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| Name: |
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B.
Kenneth Burton, Jr. |
| Title: |
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Senior
Vice President |
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THE BANK OF NEW YORK
as Agent and Issuing and Principal
Paying Agent
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| By |
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/s/ JASON BLONDELL
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| Name: |
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Jason
Blondell |
| Title: |
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Authorized Signatory |
Schedule 1
FORM OF TERMS AND
CONDITIONS OF THE NOTES
Schedule 2
FORM OF TEMPORARY GLOBAL
NOTE
THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION IN THIS NOTE
MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING THE STATES
AND THE DISTRICT OF COLUMBIA), ITS TERRITORIES, ITS POSSESSIONS AND
OTHER AREAS SUBJECT TO ITS JURISDICTION OR TO ANY PERSON DEEMED A
U.S. PERSON UNDER REGULATION S UNDER THE SECURITIES ACT, UNLESS
THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS
AVAILABLE.
THIS NOTE MAY NOT BE OFFERED, SOLD, OR
DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO ANY
CITIZEN, NATIONAL OR RESIDENT OF THE UNITED STATES, ANY
CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR
UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION
THEREOF, OR TO ANY ESTATE THE INCOME OF WHICH IS SUBJECT TO UNITED
STATES FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE OR ANY
TRUST WITH RESPECT TO WHICH A COURT WITHIN THE UNITED STATES IS
ABLE TO EXERCISE PRIMARY SUPERVISION OVER ITS ADMINISTRATION, AND
ONE OR MORE UNITED STATES PERSONS HAVE THE AUTHORITY TO CONTROL ALL
OF ITS SUBSTANTIAL DECISIONS, EXCEPT AS PERMITTED UNDER APPLICABLE
UNITED STATES TREASURY REGULATIONS.
THIS NOTE IS A TEMPORARY GLOBAL NOTE IN
BEARER FORM, WITHOUT COUPONS, EXCHANGEABLE FOR A BEARER NOTE IN
PERMANENT GLOBAL FORM. THE RIGHTS ATTACHING TO THIS TEMPORARY
GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
EXCHANGE FOR A PERMANENT GLOBAL NOTE, ARE AS SPECIFIED IN THE
AMENDED AND RESTATED AGENCY AGREEMENT (AS DEFINED
HEREIN).
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A
DEPOSIT, IS NOT AN OBLIGATION OF OR GUARANTEED BY ANY BANKING OR
NONBANKING AFFILIATE OF THE ISSUER AND IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
NEITHER THE HOLDER NOR THE BENEFICIAL
OWNER OF THIS GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST HEREON EXCEPT PURSUANT TO THE PROVISIONS
HEREOF.
ANY UNITED STATES PERSON WHO HOLDS THIS
OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES
INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
[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 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.)] 1
| 1 |
[This language is applicable only to Temporary Global Notes
representing Notes with maturities of 183 days or less from the
date of original issue.] |
BANK OF AMERICA
CORPORATION
EURO MEDIUM-TERM
NOTES
TEMPORARY GLOBAL
NOTE
This Global Note is a
Temporary Global Note in bearer form without interest coupons in
respect of a duly authorized Series of Euro Medium-Term Notes (the
“Notes”) of Bank of America Corporation (the
“Issuer”) described, and having the provisions
specified, in the applicable Final Terms (the “Final
Terms”), which provisions are incorporated herein. References
herein to the Terms and Conditions shall be to the Terms and
Conditions of the Notes as set out in Schedule 4 to the Amended and
Restated Agency Agreement (as defined below) as modified and
supplemented by the information set out in the Final Terms and
which are incorporated herein by reference, but in the event of any
conflict between the provisions of that Schedule and the
information set out in the Final Terms, the Final Terms will
prevail.
Words and expressions defined
or set out in the Terms and Conditions and/or the Final Terms shall
bear the same meaning when used herein.
This Global Note is issued
subject to, and with the benefit of, the Terms and Conditions and
an Amended and Restated Agency Agreement (the “Amended and
Restated Agency Agreement,” which expression shall be
construed as a reference to that agreement as the same may be
amended or supplemented from time to time) dated as of
August 21, 2006, and as amended and supplemented by a
supplemental agreement dated July 26 2007, and made between
Bank of America Corporation and The Bank of New York (the
“Agent”).
For value received, the
Issuer, subject to and in accordance with the Terms and Conditions,
promises to pay to the bearer hereof on each Installment Date the
amount payable on such Installment Date in respect of the Notes
represented by this Global Note (if the Notes represented by this
Global Note are Installment Notes) and on the Maturity Date or, as
the case may be, on the Interest Payment Date, or on such earlier
date as any of the Notes represented by this Global Note may become
due and payable in accordance with the Terms and Conditions, the
amount payable on redemption of such Notes then represented by this
Global Note becoming so due and payable, and to pay interest (if
any) on the Notes from time to time represented by this Global Note
calculated and payable as provided in the Terms and Conditions
together with any other sums payable under the Terms and
Conditions, upon presentation and, at maturity, surrender of this
Global Note to or to the order of the Agent or any of the other
paying agents located outside the United States and its possessions
(except as provided in the Terms and Conditions) from time to time
appointed by the Issuer in respect of the Notes, but in each case
subject to the requirements as to certification provided
herein.
If the applicable Final Terms
indicates that this Global Note is intended to be a New Global
Note, the nominal amount of Notes represented by this Global Note
shall be the aggregate amount from time to time entered in the
records of both Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream,
Luxembourg" and, together with Euroclear, the "relevant Clearing
Systems"). The records of the relevant Clearing Systems (which
expression in this Global Note means the records that each relevant
Clearing System holds for its customers which reflect the amount of
such customer's interest in the Notes) shall be conclusive evidence
of the nominal amount of Notes represented by this Global Note and,
for these purposes, a statement issued by a relevant Clearing
System (which statement shall be made available to the bearer upon
request) stating the nominal amount of Notes represented by this
Global Note at any time shall be conclusive evidence of the records
of the relevant Clearing System at that time.
If the applicable Final Terms
indicates that this Global Note is intended to be a Classic Global
Note, the nominal amount of the Notes represented by this Global
Note shall be the amount stated in the applicable Final Terms or,
if lower, the nominal amount most recently recorded by or on behalf
of the Issuer, in the relevant column in Part II, III or IV of
Schedule 1 or in Schedule 2.
On any redemption, payment of
an Installment Amount or purchase and cancellation of any of the
Notes represented by this Global Note, the Issuer shall procure
that:
(a) if the applicable Final
Terms indicates that this Global Note is intended to be a New
Global Note, details of such redemption, payment or purchase and
cancellation (as the case may be) shall be entered pro rata in the
records of the relevant Clearing Systems and, upon any such entry
being made, the nominal amount of the Notes recorded in the records
of the relevant Clearing Systems and represented by this Global
Note shall be reduced by the principal amount of the Notes so
redeemed or purchased and cancelled or by the amount of such
Installment so paid; or
(b) if the applicable Final
Terms indicates that this Global Note is intended to be a Classic
Global Note, details of such redemption, payment or purchase and
cancellation (as the case may be) shall be entered in the relevant
column in Part II, III or IV of Schedule 1 or Schedule 2 hereto
recording any such redemption, payment or purchase and cancellation
(as the case may be) and shall be signed by or on behalf of the
Issuer. Upon any such redemption, payment of an Installment Amount
or purchase and cancellation, the principal amount of such Notes
represented by this Global Note shall be reduced by the principal
amount of the Notes so redeemed or purchased and cancelled or the
amount of such Installment Amount or by the amount of such
installment so paid.
Prior to the Exchange Date
(as defined below), all payments (if any) on this Global Note will
only be made to the bearer hereof to the extent that there is
presented to the Agent by Clearstream, Luxembourg or Euroclear, a
certificate, substantially in the form set out in Schedule 5 to the
Amended and Restated Agency Agreement, to the effect that it has
received from or in respect of a person entitled to a particular
principal amount of the Notes (as shown by its records) a
certificate in or substantially in the form of the certificate as
set out in Schedule 6 to the Amended and Restated Agency Agreement.
Payments due in respect of Notes for the time being represented by
this Global Note shall be made to the bearer of this Global Note
and each payment so made will discharge the Issuer's obligations in
respect thereof. Any failure to make the entries referred to in
sub-paragraphs (a) and (b) above shall not affect such
discharge. After the Exchange Date, the bearer of this Global Note
will not be entitled to receive any payment of interest
hereon.
On or after the Exchange Date
(as defined below) this Global Note may be exchanged in whole or in
part (free of charge) for, as specified in the Final Terms, either
(a) if the applicable Final Terms indicates that this Global
Note is intended to be a New Global Note, interests recorded in the
records of the relevant Clearing Systems in a Permanent Global Note
or, if the applicable Final Terms indicates that this Global Note
is intended to be a Classic Global Note, a Permanent Global Note,
which, in either case, is in or substantially in the form set out
in Schedule 2 to the Amended and Restated Agency Agreement
(together with the Final Terms attached to it), in each case upon
notice being given by a relevant Clearing System acting on the
instructions of any holder of an interest in this Global Note or,
(b) under certain limited circumstances, security printed
Definitive Notes and, (if applicable) Coupons, Receipts and/or
Talons in the form set out in Parts I, II, III and IV respectively
of Schedule 3 to the Amended and Restated Agency Agreement (on the
basis that all the appropriate details have been included on the
face of such Definitive Notes and (if applicable) Coupons, Receipts
and/or Talons and the Final Terms have been incorporated on such
Definitive Notes) and subject to such notice period as is specified
in the Final Terms. The “Exchange Date” for this Global
Note will normally be the 40th day after the later of the date on
which the Issuer receives the proceeds of the sale of the Global
Note and the closing date for the Global Note. However, if the
Issuer, a Dealer or any distributor, as defined in Treasury
Regulation Sec. 1.163-5(c)(2)(i)(D)(4), holds a Note represented by
this Global Note as part of an unsold allotment or subscription for
more than 40 days after the later of the date on which the Issuer
receives the proceeds of the sale of the Global Note and the
closing date for the Global Note, the Exchange Date with respect to
such Note will be the day after the date on which the Issuer,
Dealer or distributor sells such Note.
This Global Note may be
exchanged by the bearer hereof on any day (other than a Saturday or
Sunday) on which banks are open for business in London. The Issuer
shall procure that Definitive Notes and interests in the Permanent
Global Note shall be so issued and delivered and (in the case of
the Permanent Global Note where the applicable Final Terms
indicates that this Global Note is intended to be a New Global
Note) recorded in the records of the relevant Clearing System in
exchange for only that portion of this Global Note in respect of
which there shall have been presented to the Agent by Euroclear or
Clearstream, Luxembourg a certificate, substantially in the form
set out in Schedule 5 to the Amended and Restated Agency Agreement,
to the effect that it has received from or in respect of a person
entitled to a beneficial interest in a particular principal amount
of the Notes (as shown by its records) a certificate from such
person in or substantially in the form of the certificate set out
in Schedule 6 to the Amended and Restated Agency Agreement, unless
such certificate has already been given in accordance with the
above provisions. The aggregate principal amount of interests in
a
Permanent Global Note issued upon an
exchange of this Global Note subject to the terms hereof, will be
equal to the aggregate principal amount of this Global Note
submitted by the bearer hereof for exchange (to the extent that
such principal amount does not exceed the aggregate principal
amount of this Global Note).
On an exchange of the whole
of this Global Note, this Global Note shall be surrendered to the
Agent. On an exchange of only part of this Global Note, the Issuer
shall procure that:
(a) if the applicable Final
Terms indicates that this Global Note is intended to be a New
Global Note, details of such exchange shall be entered pro rata in
the records of the relevant Clearing Systems; or
(b) if the applicable Final
Terms indicates that this Global Note is intended to be a Classic
Global Note, details of such exchange shall be entered in Schedule
2 hereto and the relevant space in Schedule 2 hereto recording such
exchange and shall be signed by or on behalf of the Issuer and the
principal amount of this Global Note and the Notes represented by
this Global Note shall be reduced by the principal amount so
exchanged.
If, following the issue of a
Permanent Global Note in exchange for some of the Notes represented
by this Global Note, further Notes represented by this Global Note
are to be exchanged for interests in a Permanent Global Note, such
exchange may be effected, subject as provided herein, without the
issue of a new Permanent Global Note, (i) if the applicable
Final Terms indicate that this Global Note is intended to be a New
Global Note, recording the details of such increase in the records
of the relevant Clearing Systems, or (ii) if the applicable
Final Terms indicate that this Global Note is not intended to be a
New Global Note, by the Issuer or its agent endorsing Schedule 2 of
the Permanent Global Note previously issued to reflect an increase
in the aggregate principal amount of such Permanent Global Note by
an amount equal to the aggregate principal amount of the Permanent
Global Note which would otherwise have been issued on such
exchange.
Until the exchange of the
whole of this Global Note as aforesaid, the bearer hereof shall in
all respects (except as otherwise provided herein) be entitled to
the same benefits as if he were the bearer of Definitive Notes and
(if applicable) Coupons, Receipts and/or Talons in the form set out
in Parts I, Part II, Part III and Part IV, respectively, of
Schedule 3 to the Amended and Restated Agency Agreement.
Notwithstanding any provision
to the contrary contained in this Temporary Global Note, the Issuer
irrevocably agrees, for the benefit of such Noteholders and their
successors and assigns, that each Noteholder or its successors or
assigns may file without the consent and to the exclusion of the
bearer hereof, any claim, take any action or institute any
proceeding to enforce, directly against the Issuer, the obligation
of the Issuer hereunder to pay any amount due or to become due in
respect of each Note represented by this Temporary Global Note
which is credited to such Noteholder’s securities account
with Euroclear or Clearstream, Luxembourg without the production of
this Temporary Global Note; provided that the bearer hereof
shall not theretofore have filed a claim, taken action or
instituted proceedings to enforce the same in respect of such
Note.
Until exchanged in full for
the Permanent Global Note, this Temporary Global Note in all
respects shall be entitled to the same benefits under, and subject
to the same terms and conditions of, the Amended and Restated
Agency Agreement as the Permanent Global Note authenticated and
delivered thereunder, except that neither the Holder hereof nor the
beneficial owners of this Temporary Global Note shall be entitled
to receive payment of interest hereon.
This Temporary Global Note
shall be governed by, and construed in accordance with the laws of
the State of New York, United States of America, without
regard to principles of conflicts of laws.
This Temporary Global Note
shall not become valid or obligatory for any purpose until the
certificate of authentication hereon shall have been duly signed by
or on behalf of the Agent acting in accordance with the Amended and
Restated Agency Agreement. If the applicable Final Terms indicates
that this Global Note is intended to be held in a manner which
would allow Eurosystem eligibility, this Global Note shall not
become valid or obligatory for any purpose until it is duly
effectuated by the entity appointed as common safekeeper by the
relevant Clearing Systems.
IN WITNESS WHEREOF the Issuer
has caused this Temporary Global Note to be duly signed on its
behalf.
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| BANK OF AMERICA CORPORATION |
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| By: |
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Duly
authorized officer |
CERTIFICATE OF AUTHENTICATION
OF THE AGENT
This Temporary Global Note is
authenticated by or on behalf of the Agent.
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| THE BANK OF NEW YORK |
| As Agent |
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| By: |
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Authorized Signatory |
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For the
purposes of authentication only. |
CERTIFICATE OF
EFFECTUATION
This Temporary Global Note is
effectuated by or on behalf of the common safekeeper.
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| Clearstream Banking, société anonyme |
| As common safekeeper |
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| By: |
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Authorized Signatory |
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For the
purposes of effectuation only. |
Schedule 1 to the
Temporary Global Note 2
PART I
INTEREST
PAYMENTS
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Interest Payment Date
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Date of Payment
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Total Amount of Interest
Payable
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Amount of Interest
Paid
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Confirmation of payment
by or on behalf of the Issuer
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*First
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2
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Schedule 1 should only be completed where the applicable
Final Terms indicates that this Global Note is intended to be a
Classic Global Note.
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| * |
Continue numbering until the appropriate number of interest
payment dates for the particular Tranche of Notes is
reached. |
PART II
INSTALLMENT
PAYMENTS
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Installment Date
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Date of Payment
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Total of Installment
Amounts Payable
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Amount of Installment
Amounts Paid
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Remaining principal
amount of this Global
Note following such
payment 3
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Confirmation of
payment by or on
behalf of the Issuer
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*First
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3
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See most recent entry in Part II, III or IV of Schedule 1
or Schedule 2 in order to determine this amount.
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| * |
Continue numbering until the appropriate number of installment
payment dates for the particular Tranche of Notes is
reached. |
PART III
REDEMPTIONS
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Date of Redemption
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Total principal amount of
this Global Note to be
redeemed
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Principal amount
redeemed
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Remaining principal
amount of this Global
Note following such
redemption 4
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Confirmation of
redemption by or on behalf
of the Issuer
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4
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See most recent entry in Part II, III, IV of Schedule 1 or
Schedule 2 in order to determine this amount.
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PART IV
PURCHASES AND
CANCELLATIONS
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Date of purchase and
cancellation
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Part of principal amount of this
Global Note purchased and
canceled
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Remaining principal amount of
this
Global Note following such
purchase and cancellation 5
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Confirmation of purchase and
cancellation by or on behalf of the
Issuer
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5
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See most recent entry in Part II, III or IV of Schedule 1
or Schedule 2 in order to determine this amount.
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Schedule 2 to the
Temporary
Global Note 6
SCHEDULE OF
EXCHANGES
FOR DEFINITIVE NOTES OR
PERMANENT GLOBAL NOTE
The following exchanges of a part of
this Global Note for Definitive Notes or Notes represented by a
Permanent Global Note have been made:
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Date of exchange
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Principal amount of this
Global
Note exchanged for Definitive
Notes or Notes represented by a
Permanent Global Note
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Remaining principal amount of
this Global Note following such
exchange 7
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Notation made by or on behalf
of the Issuer
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